2014 annual report.indd - Associated Electric Cooperative, Inc.
Transcription
2014 annual report.indd - Associated Electric Cooperative, Inc.
AECI’s mission is to provide an economical, reliable power supply and support services to its members. Associated Electric Cooperative is part of a threetiered system unified by the common purpose of serving electric cooperative members with affordable, reliable electricity. Owned by six generation and transmission cooperatives (G&Ts), Associated was formed in 1961 to provide the G&Ts a wholesale power supply. These six G&Ts are owned by 51 distribution cooperatives in Missouri, southeast Iowa and northeast Oklahoma. These local electric distribution cooperatives are owned by about 875,000 member-consumers. About 640 full-time Associated employees at three main locations serve this three-tiered system. The Association of Missouri Electric Cooperatives, the Iowa Association of Electric Cooperatives and the Oklahoma Association of Electric Cooperatives also are an important part of this cooperative family. MEMBER-CONSUMERS DISTRIBUTION COOPERATIVES G&Ts AECI Table of contents Message from the president of the board ................................................................................................................. 2 Message from the CEO and general manager ........................................................................................................... 4 Resourceful & resilient ............................................................................................................................................... 6 Associated’s board of directors and senior management staff .................................................................................................................................. 20 Generation and transmission cooperatives and their member distribution cooperatives ...................................................................................................... 21 Associated’s service territory .................................................................................................................................. 21 Ten-year statistical summary ................................................................................................................................... 22 Management’s discussion and analysis .................................................................................................................. 24 Independent Auditors’ Report and audited financial statements ............................................................................. 28 AECI capacity list and system facts booklet .................................................................................... inside back cover On the cover: Associated Electric Cooperative has developed valuable resources to meet its mission and the challenges of a changing industry. Resources include, clockwise from top, high-voltage transmission assets; a dedicated, innovative workforce that includes employees like journeyman instrumentation technician specialist Jody Moss; and generation stations like Thomas Hill Energy Center. Inside: Some of the 2014 recipients of Associated’s prestigious Excel awards are featured throughout the report. These employees were nominated by their peers for their exceptional skills, work ethic and for going above and beyond in meeting the challenges of 2014. 2014 highlights Financial (in thousands) Operating revenue Net nonoperating income Operating expenses 2014 2013 $1,142,320 $1,129,752 23,471 27,524 1,039,336 1,025,175 86,313 Increase (Decrease) % Increase (Decrease) $ 12,568 (4,053) 1.1 (14.7) 14,161 1.4 90,272 (3,959) (4.4) 40,142 41,829 (1,687) (4.0) 18,688,056 18,330,147 4,106,399 5,792,031 Member revenue per kWh sold (mills/kWh) 49.94 48.93 1.01 2.1 Cost of owned generation (mills/kWh) 42.37 40.20 2.17 5.4 4.67 4.53 0.14 3.1 Member peak demand (MWh) 4,598 3,905 693 17.7 Total capacity (MW) 5,827 5,827 0 0 20,254,545 21,251,950 Interest expense on long-term debt (less interest capitalized) Net margin Operational Energy sales (MWh) Members Nonmembers Cost of transmission (mills/kWh) Net generation (MWh) Kilowatt-hour sales Nonmembers – 4,106 18% Operating revenue Nonmembers – $209 18% 357,909 (1,685,632) 2.0 (29.1) (997,405) Operating expenses Administrative and general, taxes and accretion – $61 Generation maintenance – $60 Transmission – $87 Members – 18,688 Kilowatt-hours in millions 82% Members – $933 Dollars in millions 82% (4.7) 6% 6% 8% Depreciation and amortization – $99 9% Power purchased – $114 11% Contracted generation – $197 19% Generation operation – $421 41% Dollars in millions 2014 ANNUAL REPORT 1 Message from the president of the board In tough times, we often draw deeper upon our resources. We did that in 2014, a challenging year for Associated Electric Cooperative, and relied on our tremendous generation and transmission assets, as well as our resourceful workforce, to successfully meet our mission of providing an affordable, reliable wholesale power supply to member systems. Our resources also include the air, land and water needed to generate electricity. We never take these for granted, at the cooperative or at home, and continue to be good stewards of our environment. Such resources are expected, discussed and planned among wholesale electric supply utilities like Associated. But when you want to find the root of our resourcefulness and resiliency, dig down to the people of this three-tiered system. They continue to make the difference in everyday and challenging times throughout our organization, from our leadership to our employees to the end-ofthe-line member. Associated’s informed, involved board of directors is experienced and dedicated to serving members, and I count it an honor to serve with such skilled leaders. The depth of our board is a tremendous advantage for Associated. The board includes the six experienced CEOs of our owner generation and transmission cooperatives and “director-directors” like me who bring experience from other fields and, most importantly, member representation. Collectively, our 12 board members have more than 320 years of experience in cooperative governance and the utility business. Our board members also serve in leadership roles on national boards that benefit our three-tiered system and cooperatives nationwide. One example is Don McQuitty, who retired in 2014 as CEO of NW Electric Power Cooperative and from our board after 43 years of serving cooperatives at the local, state and national levels. Don started his career as a lineman at one of our distribution cooperative members, went on to serve 2 2014 ANNUAL REPORT in the Missouri House of Representatives, work for the Association of Missouri Electric Cooperatives in government relations, and then serve as CEO of NW Electric. He’s known for his service and leadership nationwide for cooperatives, as well as at Associated, and we thank him for his service. In addition to member governance at Associated, our G&T owners are a tremendous resource when it comes to operating, maintaining and constructing the high-voltage transmission system that ensures reliability for member systems. G&T staff also works with Associated on transmission planning and compliance with federal reliability standards. Recently, for example, G&T staff members’ expertise and participation were essential in meetings with SERC Reliability Corp. on new standards affecting substations. When talking about collective years of experience and skill sets, I also think of our senior management team as a resource that drives Associated to be a high-performing organization for our members. The depth of senior staff’s knowledge, which extends to all areas of Associated’s operations and not just their own areas of responsibilities, is a resource for the board and the organization as a whole. I see the cross-divisional breadth of their expertise and commitment to members every day in our operations, annual meetings and in working with business partners, local, state and federal agencies. Supporting senior staff is the Associated workforce that continually exhibits the dedication, innovation and skill needed to meet Associated’s mission. You can see their resourcefulness and resiliency in the achievements and challenges of 2014. Employees are behind the record run of our oldest coal unit, record availability of our coal fleet and completion of major maintenance outages. Employees worked overtime to move coal to ensure reliable, affordable electricity for our members during a year of inconsistent coal deliveries by rail. They put in extra time and miles to ensure our gas units were ready to operate during the extremely cold days of winter last year. Employees’ research and dedication have led to significant savings in numerous areas, from compliance with environmental and reliability regulations to financial investments, borrowings and procurement of parts. And every employee played a part in helping Associated’s board hold rates steady for its six G&T owners in a challenging year. Our resourcefulness originates with those we serve: the members at the end of the line who formed, govern and rely on this three-tiered electric cooperative system for clean, affordable, reliable electricity. In 2014 our members, along with co-op staffs and statewide organizations, sent more than 297,000 comments – almost one-third of total comments from cooperatives – to the Environmental Protection Agency regarding its plan to reduce greenhouse gases. It’s a plan that threatens their electric power supply, and their response is amazing. I hope the deluge of comments will make a difference to regulators. Our physical and human resources, highlighted in this report, are quite diverse, ranging from wind energy to coal-based plants, from coal yard equipment operators to accountants to power marketers. All have one thing in common: They’re dedicated to serving member-owners. Associated Electric Cooperative is memberowned, member-governed, which keeps it focused on its mission of providing an economical, reliable power supply and support services to member systems. Member governance brings member representation throughout the three tiers of the system. President Emery Geisendorfer is a fourth-generation farmer, businessman and member of Lewis County Rural Electric Cooperative in northeast Missouri. He was elected to the board of his local distribution cooperative in 1994 and serves as board president. In 1996 he was elected to the board of Northeast Missouri Electric Power Cooperative, the G&T that provides power to Lewis County, and serves as president of that board. In 2004, Northeast Missouri Electric Power elected him to serve on Associated’s board, where he has served as board president since 2009. Emery O. Geisendorfer, president AECI Board of Directors 2014 ANNUAL REPORT 3 Message from the CEO and general manager In the electric utility industry, we have occasional years that provide opportunities to test our system, our business strategy, and our planning and preparations. 2014 was such a year. It tested our business strategy on several fronts, yet Associated Electric Cooperative turned out strong performance in key areas, providing a reliable electricity supply in extreme conditions and setting a number of production records. We proved again and again our commitment and ability to provide our members an affordable, reliable wholesale power supply. Our focus on core business has led to investment in a robust mix of generation and high-voltage transmission assets, and those resources were vital in meeting the first test of the year. The “polar vortex” weather system produced extreme temperatures in January, and again in February, that challenged utilities across the country. Associated’s member-system owners set a new all-time peak of 4,598 megawatt-hours on Jan. 6, 2014, during a week of single-digit temperatures. Overall, Associated fared very well under these conditions by reliably serving its members, as well as neighboring systems in need of reliable power. Our generation and transmission resources, financial strength and strategic alliances also helped us manage with lower-than-normal coal stockpiles throughout most of the year. This was due to coal delivery problems that impacted our operations, as well as those of utilities across the nation. Again, our diverse resources meant that reliability was never in question for our members, and our strategic, longtime business relationship with BNSF Railway meant we did not run out of coal. However, we did rely more on our gas plants to conserve coal, increasing our costs. Challenge also affords opportunity, and Associated improved its performance in a number of key areas. Top of the list: an all-time safety record. Safety is our No. 1 strategic objective and a trait of high-performing organizations like Associated. It’s 4 2014 ANNUAL REPORT rewarding to see this positive trend come from our increased focus and training. Associated employees also improved performance of members’ generating assets, setting records for coal fleet availability, net generation, fewer outage days and running continuous days without an outage. Our oldest unit, built in 1966, set an all-time coal fleet record of 211 days without an outage. Our members’ gas units also performed well and were especially valuable when we were selling into neighboring systems during extreme weather events. During the year, our employees also completed major inspections and outages at the gas plants while maintaining top-notch starting reliability and availability. A key element of our business strategy is financial strength and flexibility, and Moody’s Investors Service’s upgrading of Associated’s secured debt rating from A1 to Aa3 with a stable outlook was a result of our commitment to that important objective. Associated is now Moody’s highest rated generation and transmission cooperative. We also are one of only two G&Ts with an AA rating from Standard & Poor’s, and we have Fitch’s highest rating of AA- for any G&T in the country. We ended 2014 with a sound $40 million margin. Our board also held steady our wholesale power supply rates to members, even providing a rate discount in 2014. This is due to our financial strength and flexibility and the board’s conservative practice of setting aside funds to help ensure rate stability. A ranking of G&Ts across the country shows Associated is the third lowest-cost when it comes to revenue per megawatt-hour from members. Data from the National Rural Utilities Cooperative Finance Corp. show our member systems pay less for their wholesale power supply than nonmember systems pay in Missouri and in the eight surrounding states. One of our most difficult and ongoing challenges continues to be regulatory risk, particularly our carbon exposure. Last year our coal plants provided nearly 80 percent of members’ energy. The Environmental Protection Agency’s Clean Power Plan released June 2, 2014, proposes to reduce greenhouse gas emissions from existing power plants 30 percent nationwide by 2030 and will have a significant impact on our low-cost, coal generating resources. We will not know the full impact of the proposed carbon rule until state implementation plans are developed and legal challenges are settled; however, our diverse resource mix, especially our surplus combined-cycle gas capacity, is an excellent hedge against our carbon exposure and will ensure reliability for our member-owners. With respect to noncarbon regulations and standards, Associated has proactively invested in environmental controls and was well-positioned to meet the Cross-State Air Pollution Rule, which EPA implemented Jan. 1, 2015, after a court lifted the stay on the rule in late 2014. Our staff moved quickly to ensure we were ready to comply, and we are, but operating the controls to meet the rule will increase our costs more than $10 million in 2015. Associated also completed research and preparations in 2014 that will enable us to comply with the Mercury and Air Toxics Standards, coal ash disposal and water intake and discharge rules. Associated is proud of its strong, proactive history of environmental stewardship; however, it’s becoming increasingly more difficult to balance environmental compliance with our mission of providing affordable and reliable electricity for members. Another area of increasing regulation involves the bulk electric system, and Associated continues to be a leader in grid security, supported by a culture of compliance that is essential to ensuring economical, reliable power for the three-tiered system. Our changing industry promises more tests to come, but 2014 showed our business strategy is sound and grounded in our mission. I am confident Associated will continue to set the curve when it comes to being our members’ best option for an affordable, reliable wholesale power supply. Associated Electric Cooperative’s five-point business strategy • Focus on core business • Financial strength and flexibility • Proactive and conservative management of risk • Development and management of strategic alliances • Informed and involved member-owners James J. Jura, CEO and general manager 2014 ANNUAL REPORT 5 Resourceful & resilient Associated Electric Cooperative set the curve by acing the first test of the year. As extremely low temperatures blanketed the Midwest and Northeast in early January 2014 during an event dubbed the “polar vortex,” Associated continued to provide a reliable, affordable power supply to member systems. The event produced record high demands for power, accompanied by historic volatility and demand in the natural gas market that pushed up energy market prices. It tested equipment and employees working in extremely low temperatures. Member load reached an all-time integrated peak of 4,598 megawatt-hours Jan. 6, 2014, when temperatures averaged minus 6.3 degrees across the system and stayed in the single-digits for days. Weather throughout the month drove demand peak hours above 4,000 MWh on several days. Associated served member systems reliably, then sold energy into the market to utilities wanting power to meet their customers’ needs. The cooperative accomplished this as neighboring utilities struggled with record high demand, increased prices, operational alerts and requests to conserve power. Before winter began, Associated had completed a winterization preparedness study and tested equipment – demonstrating its strategic objective to proactively manage identified risks. When meteorologists forecasted the 2014 polar vortex, Associated went into action. Power marketers checked scheduled resources. Staffing plans were adjusted. Gas and oil units were started and tested. System operations worked with Associated’s six owner G&Ts, which postponed transmission outages and ensured equipment was ready. Overall, the system performed very well. But, it was tested. During the peak, some gas units did not perform due to extreme temperatures. And when natural gas supply at the Holden station, traditionally Associated’s lowest-cost peaking unit, became uneconomical, staff quickly opted for alternate, lower-cost solutions. Staff called on strategic business relationships with natural gas suppliers to run its Nodaway and Essex peaking stations at lower prices. 6 2014 ANNUAL REPORT Reliability for Associated’s member systems was never in doubt due to Associated’s business strategy manifested in leadership, diverse generation and transmission assets and a resourceful workforce dedicated to serving members. The cooperative’s diverse and flexible mix of resources includes low-cost coal units; efficient combined-cycle natural gas plants and peaking simple-cycle gas plants, some with dual-fuel capability; contracted hydropower and wind energy; and an energy efficiency program. Associated also uses a diverse mix of natural gas suppliers and fueling options to meet its mission. Five different pipelines supply Associated’s six natural gas plants. Associated members’ integrated, high-voltage transmission system ensures reliability, enabling Associated to buy power when needed, as well as sell energy not needed by members to other utilities. Due to the depth and diversity of its resources, Associated is well-positioned with capacity to serve members’ forecasted load growth. Associated also has the culture of never resting on its laurels. During and after the winter months, staff learned lessons, extensively analyzed issues and made significant improvements to improve reliability for members. Providing an affordable, reliable wholesale power supply to its six owner G&Ts, which serve 51 local distribution cooperatives, which in turn deliver electricity to about 875,000 members, is never without its challenges. 2014 was no exception, but challenge often brings out the best in people. It brings out the resourcefulness and resiliency of an organization that are highlighted in this annual report. Lynn Farnen, human resources manager, 2014 Excel Distinguished Service Award recipient Restaffing for reliability Holden Power Plant A diverse generation mix and efficient plant operations are not all that’s needed to keep the lights on for member-owners. It also takes “people power.” In 2014 a record number of open positions, particularly at the power plants, put Associated to the test. A contributing factor to the number of openings was nearly 70 retirements in 2013 across the cooperative, many occurring in December. Of that number, more than half chose early retirement due to the positive impact of low interest rates on their retirement benefits provided by Associated. Many of those had joined Associated in the 1980s, when the largest coal unit was constructed, and had decades of experience on the units. At Thomas Hill Energy Center alone, there were 170 open positions in 2014, reflecting retirements, internal movements, leased workers, new employees, temps and interns. Forty Thomas Hill employees had retired, including four of the six department heads for the plant. Current employees stepped into interim roles. They were complemented by leased workers, including experienced former Associated employees assisting on special projects. Human Resources Manager Lynn Farnen and her team approached the challenge strategically, hiring workers with skill sets to fill current and future job openings for general utilities, yard equipment operators, welders and technicians. 2014 ANNUAL REPORT 7 Challenge motivates performance Challenge did not deter Associated employees from setting a number of performance records in 2014 as they concentrated on efficient operations, reduced maintenance costs and improved availability of the units for members. Most importantly, while All-time safety record achieved recordable incident rate employees completed main25 tenance outages, solved 21.50 problems and improved operations, they set an all20 time safety record. A safe workplace is Associated’s 15 top strategic objective, and Recordable incident rate focused training, consistent communication and increased 10 employee awareness and responsibility are making a 5 difference. 1.12 Employees set their lowest recordable incident rate 0 1984 1989 1994 1999 2004 2009 2014 of 1.12, which represents Associated employees focus on safety first, putting accidents on a downward trend and seven recordable injuries for setting a recordable incident rate record of 1.12 in 2014. The national average for fossil 1,254,956 hours worked at all fuel electric generation systems was 1.8 in 2013, the latest available figure. Recordable locations. Employees at each coal incidents are defined as injuries requiring more than first aid. plant set all-time low rates, consurpassed its goal and achieved 89.4 percent availtributing to Associated’s overall record. ability – an all-time record. And by year-end, Thomas Hill employees had New Madrid Power Plant accomplished net genworked 925 days without a lost-time accident, eration and all-time plant availability records. which is an accident that causes employees to miss Records were complemented by a downward their next scheduled shifts. New Madrid employees trend in maintenance costs at the coal units, with marked 430 days without a lost-time accident. $56 million in 2014 the lowest in several years. At the gas plants, Associated employees retained As Associated works to set the pace in power their remarkable record of zero recordable or lostplant operations, management attributes improved time accidents for the past 16 years. performance to skilled staff, reliability-centered Safety achievements were on top of new records maintenance, quality repairs, optimized operations for coal fleet availability, net generation, fewer outand reduction in the number and length of outages. age days, units running continuous days without an outage and lowered maintenance costs. Gas fleet adds diversity The 48-year-old Thomas Hill Unit 1, the oldAssociated’s gas fleet achieved 90.4 percent est coal unit in the fleet, set an all-time coal fleet availability and 96.6 percent starting reliability – record of running 211 days without an outage. best-in-class numbers that served members well Three other coal units set top 10 records for longest during extremely low temperatures last winter. periods of continuous operation. Employees also finished two major inspections of Such records helped drive improved availability combustion turbines at Holden Power Plant under throughout the fleet. Overall, Associated’s coal fleet budget and ahead of schedule. 8 2014 ANNUAL REPORT Michelle Austin, control room operator, 2014 Excel Employee of the Year in an Operational Field Teaching to the mission In the highly skilled and regulated utility industry, training and mentoring employees are part of a continuous process. Add to that 24/7 operations in multiple locations, and the complexity increases. In 2014 Associated hired 91 full-time employees, replacing a host of employees that included retirees with decades of experience, including operation and maintenance of complex, massive generation stations. Michelle Austin, an experienced control room operator at Thomas Hill Energy Center, understands learning and teaching others are critical to Associated’s mission. She knows it’s more than giving co-workers the information to do their jobs. It’s also listening to what they say and explaining things in a way they understand. Like Michelle, those responsible for training Associated’s workforce also serve as mentors, going beyond “how” to “why.” They foster an environment of learning that breaks down complex processes into malleable information. They seek alternative ways of providing highly effective and efficient training. They strike the right balance between hard skills, like technical competence and compliance, and soft skills, such as professional development in leadership or supervisory skills. Chouteau Power Plant 2014 ANNUAL REPORT 9 Diversity mitigates adversity Associated kept reliability on track for member systems in 2014 despite fewer cars loaded with coal coming down the tracks to Associated’s New Madrid and Thomas Hill coal stations. Nationwide, utilities’ coal stockpiles dwindled as railways dealt with a number of issues. Extreme winter conditions and higher natural gas prices increased use of coal and lowered stockpiles, while an improving economy increased demand for rail shipment by intermodal, crude oil and grain producers. Then flooding occurred in early summer along the upper Mississippi River, taxing already limited rail crews and resources. Associated met coal supply challenges with a combination of coal conservation and unprecedented planning, tracking, communication and coordination of market conditions, burn projections and coal inventory management. Associated implemented coal conservation measures from June to October 2014, decreasing generation from coal units during off-peak hours. This affected the efficiency of these baseload units and increased costs. Associated employees also worked overtime in the coal yards, moving coal from longterm storage to ensure a continuous supply to the units. Associated’s gas units ran when needed. While these units are competitive, their variable operating costs are higher than Associated’s low-cost coal units. Associated kept in close communication with BNSF Railway, a longtime strategic partner, to ensure the cooperative never ran out of coal. Developing and managing strategic alliances is a key component of Associated’s business strategy. BNSF is now the sole railway for Associated’s generation stations, a result of a new contract with BNSF for the New Madrid Power Plant that began Jan. 1, 2014. Although coal stockpiles dipped into single-digit days of burn during the year, reliability was never in question due to Associated’s diverse mix of generating resources and transmission assets. However, coal conservation did affect the cost to serve members due to less coal generation and missed opportunities for off-system sales that help 10 2014 ANNUAL REPORT Availability remains on right track 92 90 percent availability Five-year coal fleet availability 89.4 88 86 86.1 84 82 80 82.5 82.2 2011 2012 81 78 76 2010 2013 2014 Challenges did not derail employees in 2014, when they achieved an all-time availability record for the coal fleet. lower members’ energy costs. Associated continues to work closely with BNSF. Coal stockpiles were increasing year-end 2014, and levels are expected to continue improving throughout 2015. Best practices for members Associated received Combined Cycle Journal’s 2014 Best Practices award for innovative work completed at the simple-cycle, dual-fuel Holden Power Plant. The projects will improve durability of major equipment, enabling units to run longer between major inspections. This lowers maintenance costs and increases availability. Associated’s Chouteau 1 combined-cycle, natural gas plant was the first in the country to successfully install and start up using new controls technology from Siemens. The project enables original 2000 equipment to communicate with new controls systems until all can be replaced as part of a gas fleetwide upgrade, projected to cost almost $20 million when complete in 2018. Walter Hyde, maintenance planner, 2014 Excel Employee of the Year in a Technical Field Adopting best practices Working smarter and harder are truly necessary to keep power plants operating at optimal levels. Associated implemented its reliability-centered maintenance program in 2011 to do just that – increase availability by anticipating problems before they occur, lowering forced-outage and planned-outage rates and adopting best-in-class practices. In 2014, staff completed numerous projects aimed at that goal. Results include: • Four coal units set top 10 records for longest periods of continuous operation. • The coal fleet achieved its lowest outage factor related to boiler tube failures, a leading cause of forced outages, with continued use of boiler reliability initiatives of the Electric Power Research Institute. • Coal-yard and rotary car dumper projects at Thomas Hill improved efficiency of coal traveling through chutes and into the plant. • Completed New Madrid’s outage that addressed steam piping and coal-yard maintenance. New Madrid’s Walter Hyde is yet another example of employees’ resourcefulness. He observed it was taking time to assemble parts needed for common jobs. He then came up with the idea of putting parts for particular jobs in a tote in the warehouse. Now employees pick up parts in an easy-to-carry kit. New Madrid Power Plant 2014 ANNUAL REPORT 11 Focus on members drives environmental stewardship Among Associated’s greatest assets are natural resources, the air, land and water needed to generate an affordable, reliable power supply for rural electric cooperative members. Protecting the environment has always been important to members. They depend on natural resources for their livelihoods, enjoy the outdoors and value the quality of life that clean, affordable and reliable electricity brings to their communities. At Associated, its resourcefulness may shine brightest in its proactive, environmental stewardship of these resources in balance with its mission. That work continued in 2014, when the cooperative remained in full compliance with myriad local, state and federal rules while planning ahead to meet further regulations on air quality, coal ash, water and new greenhouse gas emissions that threaten the affordability of members’ wholesale power supply. Associated and its members have invested more than $1 billion in the last 20 years to improve air quality, and the cooperative has led the way with research into lower-cost, effective technologies for protecting the land, air and water. Environmental control measures and their operations cost Associated and its members about $55 million in 2014. As a result of its strategy to manage risks, including the uncertainties enveloping environmental regulations, the cooperative was ready when a test came late in 2014. The U.S. Court of Appeals for the D.C. Circuit lifted the stay on the Cross-State Air Pollution Rule Oct. 23, 2014, and the EPA then moved to implement it by Jan. 1, 2015. Associated’s flexible workforce responded, preparing selective catalytic reduction (SCR) equipment for operations at New Madrid Power Plant as the first part of its plan for compliance. Associated was one of the first utilities to install SCRs on large coal units nearly 15 years ago. It completed that work in 2009 to meet the Clean Air Interstate Rule, the 2005 predecessor to the cross-state rule, and the cooperative has remained in full compliance with CAIR while the cross-state rule was litigated. 12 2014 ANNUAL REPORT In the first phase of the cross-state rule, Associated must achieve a 71 percent reduction in annual nitrogen oxides emissions when compared to operating without SCRs. Associated plans to operate its SCRs and monitor the market for NOx allowances, which can be a cost-effective alternative to operating SCRs for compliance. Complying with the cross-state rule is expected to increase Associated’s operating costs more than $10 million annually. Associated also has worked ahead to meet the Mercury and Air Toxics Standards (MATS) that become effective in April 2016. As one of the nation’s first to burn 100 percent low-sulfur coal 20 years ago, Associated continues to use the highest quality low-sulfur coal. This coal is naturally lower in mercury and chlorine, both regulated by MATS, and is a foundation for Associated’s environmental compliance plan. Associated led the way with refined coal technology, voluntarily reducing mercury emissions from its four cyclone units since 2010. Working with Clean Coal Solutions, Associated also reduced its fuel costs by $8.2 million in 2014 with refined coal. In 2014 Associated installed Clean Coal Solutions’ M-45PC refined coal technology on Thomas Hill Unit 3, a pulverized unit that could not use the same refined coal as the cyclone units. In addition, engineers completed physical flow studies that identified ways to improve electrostatic precipitators at half the cost of an earlier study. Associated will complete retrofits on two New Madrid electrostatic precipitators and on Thomas Hill Unit 2 at an estimated cost of $26 million. Associated also will install activated carbon injection systems and additional air monitoring to meet MATS. Associated is well-positioned to meet the new mercury rule, as well as new land and water quality standards, but compliance measures will add millions of dollars in costs for the cooperative. 2014 Excel Innovative Action award recipients, from left, are engineers Ken Clarkson, Doug Hart, Brian Uhlhorn and Matthew Pacobit. Navigating NERC complexities Navigating unfamiliar territory takes innovative thinking by a resourceful staff. Perhaps nowhere is that more evident and challenging than in the hundreds of requirements on the books to meet North American Electric Reliability Corp. standards. Meeting these ever increasing requirements enables Associated to maintain its first-rate culture of compliance, continue the reliability of the bulk electric system and meet its mission. Requirements cover everything from employee training to records management to control room system procedures. Technical, resource and cost management challenges are the norm. A team of Power Production engineers researched two NERC standards requiring modeling of critical electrical and mechanical systems on Associated’s 22 generating units. They challenged the past practice of hiring a contractor to perform the work and brainstormed a new approach. The result was a home run – a new software program and hardware that will capture generating unit data; save millions of dollars during the lifetime of the equipment; and significantly reduce the effort required to manage compliance with these standards. Productive, restored landscape at Thomas Hill Energy Center 2014 ANNUAL REPORT 13 Care extends to land & water quality While meeting new regulations on air, land and water quality will be costly, Associated is working ahead to find the most effective, low-cost technologies to protect natural resources and members’ clean, affordable, reliable electricity. Associated has Members’ power supply remains low-cost leader ¢/kWh garnered the U.S. 7.5 Department of Interior’s highest award 6.6 Distribution cooperative purchased power costs twice for restoring 5.7 once-mined land and water quality. 4.8 It continues to care for these resources 3.9 while preparing to meet additional 3.0 1985 1990 1995 2000 2005 2010 2013 requirements. Average of co-ops in 8 states surrounding Missouri AECI-served distribution co-ops EPA issued its final rule on coal Associated’s business strategy has helped it mitigate increasing environmental control costs, ash residuals Dec. 19, enabling Associated’s board to hold steady wholesale power rates since 2009 and provide rate 2014, keeping coal discounts to the six G&Ts in 2010, 2011, 2012, 2013 and 2014. As a result, 2013 data from the combustion products as National Rural Utilities Cooperative Finance Corp. show member distribution cooperatives served by Associated and its six owner G&Ts continue to buy power at a lower cost than the average paid by nonhazardous materinonmember distribution cooperatives in Missouri and the surrounding eight states. als. While staff evalulenges. After years of debate, that test took form in ates the rule for compliance and costs, proactive June 2014 with release of EPA’s Clean Power Plan. work continued at both plants to prepare for new It calls for a 30 percent nationwide reduction of regulations. greenhouse gas emissions by 2030. Already, Associated has converted to dry fly ash Nearly 80 percent of members’ energy comes handling systems at both coal plants; increased from Associated’s low-cost coal units, and the cargroundwater monitoring and constructed a utility bon rule will increase the cost of serving members. waste landfill at New Madrid; and is removing ash However, Associated has worked to mitigate its from ash retention ponds at Thomas Hill Energy carbon footprint by adding energy efficiency; diverCenter to comply with the new rule. sifying its generating resources with low-emissions, EPA also issued its long awaited 316(b) rule gas-based generation and contracted wind energy; regulating water intake structures in August 2014, and researching carbon capture technologies. As a and Associated will conduct additional studies on result, its carbon emissions rate has steadily deeffective ways to comply with the rule. creased. Water is an important resource for electricity EPA plans to issue the final rule in summer 2015, generation. Associated returns 99.9 percent of the and the impact on member systems will greatly water it uses to the source in good condition and depend on how it is implemented at the state level. within its permit requirements. Associated is working with state agencies developCarbon plan takes shape ing plans for Missouri, Oklahoma, Arkansas and While meeting all these regulations, Associated Kansas, where Associated has generation assets. is preparing for one of its greatest long-term chal7.5 6.6 5.7 4.8 3.9 3.0 14 2014 ANNUAL REPORT Dave Ramsey, energy efficiency program manager, 2014 Excel Employee of the Year in a Professional Field Shining light on energy efficiency and distributed generation Never one to shy away from a challenge that offers benefits to member-owners, Associated Electric Cooperative worked with its diverse member systems to lay the groundwork for more distributed generation opportunities. With changing consumer preferences, industry changes and dropping prices, Associated stepped up its support and education for member systems to help them address members’ growing interest in solar energy. In addition to offering fact sheets and online resources, Associated’s energy efficiency manager, Dave Ramsey, gave more than 30 presentations to cooperatives, associations, boards and national G&T organizations, traveling at least 10,882 miles last year. In August, Dave worked with Associated’s board to develop a structure that distribution cooperatives could use to develop community solar projects to meet their members’ needs while preserving all-requirements contracts of the three-tiered system. These long-term contracts, a key strength noted by bond rating agencies, allow Associated to plan generation resources for the entire system. Platte-Clay Electric Cooperative will complete its community solar project in April 2015, and it will be the first member system to offer community solar to its members in June. Flat Ridge 2 Wind Farm Photo courtesy of BP Wind Energy 2014 ANNUAL REPORT 15 Transmission lines lead to reliability Associated has a tremendous resource in its six owner G&Ts, which operate, maintain and construct the high-voltage transmission system that brings power generated by Associated to member distribution cooperatives. Associated and the six G&Ts collaborate to plan, protect and invest in high-voltage transmission facilities and technologies that ensure reliability and full compliance with requirements of the North American Electric Reliability Corp. In 2014 Associated and its six owner G&Ts invested $35 million on new primary transmission facilities, those energized at 138 kilovolts or higher, to serve the entire system. Associated spent an additional $18 million on capital transmission projects last year to improve reliability. Associated’s board has approved a long-range transmission plan that projects a $115 million investment in new primary transmission facilities from 2014 to 2023. This is less than forecast in previous years due to slower load growth and completion of major projects in the last five years. In addition to these primary transmission investments, the G&Ts each invest in facilities energized at less than 138 kV to serve their respective member-owner distribution cooperatives. In 2014 the G&Ts spent nearly $45 million on these regional transmission facilities. Their planned secondary investments during the next 10 years are estimated at $440 million. Complexities draw resources Along with planning, operating and maintaining the high-voltage transmission system, Associated is working hard to protect its members’ transmission assets in a changing industry. As neighboring regional transmission organizations expand their footprints, as MISO has done with integration of utilities to the south of Associated, energy flows are increasing across Associated’s and its members’ high-voltage transmission system. Focused on reliability, Associated joined other concerned utilities to intervene before the Federal Energy Regulatory Commission following integra- 16 2014 ANNUAL REPORT tion of MISO Midwest and MISO South. Associated is working to preserve its ability to reliably move its generation to load and to be fairly compensated for use of its transmission system. The cooperative continues to monitor energy flows, closely coordinating congestion that negatively impacts the affordability and reliability of members’ power supply. Industry changes also are limiting the number of counterparties for energy sales, but Associated prepared and positioned itself to conduct energy marketing business where it previously was not operating. In 2014 RTOs played a larger role as Associated’s counterparties for energy transactions. Culture cultivates compliance As a transmission owner and operator, Associated takes its responsibilities very seriously and is a leader in grid security and compliance with multiple and increasing NERC requirements and standards. Associated and its six owner G&Ts work together as a joint registration organization to ensure reliability for members and full compliance with NERC. Associated also works with its reliability coordinator, the Tennessee Valley Authority, a key strategic alliance for the cooperative. Associated’s reliability compliance and cybersecurity staffs work together to manage increasing pressure on all utilities as the government and industry attempt to deal with myriad issues, including protecting cyberassets and infrastructure. In 2014, Associated continued to prepare for more regulations, including Version 5 of the Federal Energy Regulatory Commission’s Critical Infrastructure Protection Reliability Standards; new physical security standards for substations; transmission planning standards; and a Reliability Assurance Initiative, which deals with the risk assessment of an individual utility’s impact on the national grid. Sho-Me Power Electric Cooperative Merging complementary strengths Sportsman Acres-to-Blackberry 345-kV transmission line in northeast Oklahoma The three-tiered system can be viewed as an inverted pyramid, with the end-of-the line memberowners at the top, then member distribution cooperatives, the G&Ts and Associated at the bottom. System resources flow down, up and through each tier to strengthen every part of the system. The G&Ts are a key resource for the whole system, playing the central role of building, operating and maintaining high-voltage transmission facilities. They also provide member governance for Associated, whose board is comprised of the six G&T CEOs and six directors representing member distribution cooperatives. The board determines the strategic direction for Associated, tests its business strategy, approves key investment decisions and sets the wholesale power supply rate. G&T staffs also work with Associated on transmission planning, environmental regulations, reliability of the bulk electric system – providing additional resources that strengthen the threetiered system for all members. Statewide organizations work with the entire system on legislative and governmental regulations, as well as provide training. Member distribution cooperatives are the face of the system to the end-of-the-line member, sending electricity to homes, farms and businesses and providing community ties for the three-tiered system. 2014 ANNUAL REPORT 17 Strategy brings stability While 2014 did not go according to Associated’s yearly financial plan, it did go by Associated’s business strategy to keep electricity affordable and reliable for member systems while ensuring the cooperative remains financially strong and flexible. Challenges that impacted Associated’s 2014 financial plan included high gas prices, along with higher member load, early in the year that increased the cost to serve members; mild weather the rest of the year that adversely impacted operating margins; and coal conservation measures. By design, Associated’s leadership had the resources and flexibility to deal with the challenges. Due to the conservative nature and foresight of its board of directors, Associated drew on member revenue set aside in prior years for the purpose of providing rate stability for member systems. Associated’s board used this deferred revenue to avoid a rate increase in 2014 and to fund a temporary rate discount of 1 mill per kilowatt-hour to member systems, reducing revenue required from members by $18.7 million last year. All totaled, Associated used $47.4 million of deferred revenue recognition to keep members’ rates stable. Associated’s board has not increased wholesale rates to member systems since 2009, reviewing the cooperative’s position annually to ensure revenue is adequate to maintain strong financial metrics. In 2014 Associated produced a solid net margin of $40.1 million, which is sufficient to meet financial obligations and provide operating flexibility. The cooperative returned $10.9 million in patronage capital to its owner G&Ts, bringing the total returned since 1993 to $164.7 million. Associated strengthened its balance sheet by paying off more debt than it borrowed in 2014, and debt added was at very favorable interest rates. After several years of significant environmental and generation projects, depreciation was greater than investment in the power plants. As a result, Associated’s equity-to-capitalization ratio improved. Capital expenditures continued on a downward trend, dropping to $54 million in 2014 compared to $327 million in 2010. 18 2014 ANNUAL REPORT Off-system sales exceeded an aggressive budget and brought in revenue that helped keep members’ rates low and stable. Sales were boosted early in the year by extremely cold temperatures. However, mild weather, lower natural gas prices and subsequent lower energy market prices the rest of the year dampened off-system sales volumes. Jan. 21, 2014, Associated took another step to ensure fuel cost stability and the quality of its low-sulfur coal supply, which is an essential part of its plan for compliance with existing and new air quality regulations. The cooperative signed a new long-term coal contract with Peabody Energy, extending a nearly 50-year-old working relationship with this strategic business partner. While the old contract did not expire until year-end 2015, Associated noted advantageous market conditions and started on a new contract in 2013, inviting competitive suppliers. Working ahead, sticking to mission and business strategy are some of the reasons Associated is a top-rated G&T by the major credit agencies. In 2014 Moody’s Investors Service upgraded Associated’s secured debt rating from A1 to Aa3 with a stable outlook, making it Moody’s highest rated generation and transmission cooperative. Associated is one of only two G&Ts with an AA rating from Standard & Poor’s, and the cooperative is Fitch’s highest rated G&T at AA-. Those grades are important to Associated’s mission, but the marks that really matter come from its member-owner systems. Member satisfaction surveys show the systems served by Associated have among the highest scores nationwide. Such high marks are not taken for granted, and Associated remains focused on setting the curve as member systems’ top option for a clean, affordable and reliable wholesale power supply. Chariton Valley Electric Cooperative members take action to keep their electricity affordable. Informing, involving members The significance of Associated’s focus on keeping member-owners informed and involved was clearly demonstrated during the Action.Coop campaign in 2014. Associated’s member-owners collectively told the Environmental Protection Agency not to enact greenhouse gas regulations in the Clean Power Plan that would raise their rates. Nationwide, cooperatives submitted more than 1.1 million comments opposing EPA’s greenhouse gas plan, with Missouri cooperatives leading the nation. Associated, the six G&Ts, 51 distribution cooperatives and statewide organizations worked to inform members of the potential impacts of the Clean Power Plan through annual meetings, publications and an awareness campaign that included radio, billboards, print messages and social media. Statewide organizations coordinated the grass-roots campaign, joining forces with the Cooperative Action Network, the advocacy hub for America’s electric cooperatives. The success of the grass-roots effort was possible because Associated’s three-tiered system never forgets for whom they work – the members at the end of the line. Associated Electric’s 2014 annual meeting 2014 ANNUAL REPORT 19 Board of directors Associated Electric Cooperative’s board of directors and officers are, from left, back, Donald W. Shaw, Central Electric Power Cooperative; David L. McDowell, NW Electric Power Cooperative Inc.; Gary L. Fulks, Sho-Me Power Electric Cooperative; Thomas W. Howard, Central Electric Power Cooperative; R. Layne Morrill, secretary, KAMO Power; Dan A. Singletary, Sho-Me Power Electric Cooperative; T.E. “Jake” Fisher, treasurer, M&A Electric Power Cooperative; Douglas H. Aeilts, Northeast Missouri Electric Power Cooperative; and seated at table from left, John B. Killgore, vice president, NW Electric Power Cooperative Inc.; Daryl R. Sorrell, M&A Electric Power Cooperative; J. Chris Cariker, KAMO Power; and Emery O. Geisendorfer, president, Northeast Missouri Electric Power Cooperative. Senior staff Associated Electric Cooperative’s senior management team is comprised of, from left, in back, David W. McNabb, chief financial officer; Patrick A. Baumhoer, general counsel and chief compliance officer; Kenneth S. Wilmot, director of Power Production; Joseph E. Wilkinson, director of Member Services and Corporate Communications; from left in front, James J. Jura, CEO and general manager; Shawn P. Calhoun, director of Human Resources; Roger S. Clark, director of Engineering and Operations; Tiffany E. Jump, executive assistant; Brent W. Bossi, chief information officer; and John F. Bussman, senior manager, reliability compliance and audit services. 20 2014 ANNUAL REPORT Associated serves six G&Ts operating in three states Central Electric Power Cooperative Jefferson City, Missouri Boone Electric Cooperative Columbia, Missouri Callaway Electric Cooperative Fulton, Missouri Central Missouri Electric Cooperative Inc. Sedalia, Missouri Co-Mo Electric Cooperative Inc. Tipton, Missouri Consolidated Electric Cooperative Inc. Mexico, Missouri Cuivre River Electric Cooperative Inc. Troy, Missouri Howard Electric Cooperative Fayette, Missouri Three Rivers Electric Cooperative Linn, Missouri Flat Ridge 2 Wind Farm Central Electric Power Cooperative Barber Co., Kansas KAMO Power Vinita, Oklahoma Barry Electric Cooperative Cassville, Missouri Barton County Electric Cooperative Inc. Lamar, Missouri Central Rural Electric Cooperative Stillwater, Oklahoma Cookson Hills Electric Cooperative Inc. Stigler, Oklahoma East Central Oklahoma Electric Cooperative Inc. Okmulgee, Oklahoma Indian Electric Cooperative Inc. Cleveland, Oklahoma Kiamichi Electric Cooperative Inc. Wilburton, Oklahoma Lake Region Electric Cooperative Inc. Hulbert, Oklahoma New-Mac Electric Cooperative Inc. Neosho, Missouri Northeast Oklahoma Electric Cooperative Inc. Vinita, Oklahoma Osage Valley Electric Cooperative Association Butler, Missouri Ozark Electric Cooperative Mt. Vernon, Missouri Ozarks Electric Cooperative Corp. Fayetteville, Arkansas Sac Osage Electric Cooperative Inc. El Dorado Springs, Missouri Southwest Electric Cooperative Bolivar, Missouri Verdigris Valley Electric Cooperative Inc. Collinsville, Oklahoma White River Valley Electric Cooperative Inc. Branson, Missouri M&A Electric Power Cooperative Poplar Bluff, Missouri Black River Electric Cooperative Fredericktown, Missouri Ozark Border Electric Cooperative Poplar Bluff, Missouri Pemiscot-Dunklin Electric Cooperative Hayti, Missouri SEMO Electric Cooperative Sikeston, Missouri Osage Wind Farm Under development Wind farms Coal plants Gas plants Gas/oil plants plants Northeast Missouri Electric Power Cooperative Palmyra, Missouri Access Energy Cooperative Mt. Pleasant, Iowa Chariton Valley Electric Cooperative Inc. Albia, Iowa Lewis County Rural Electric Cooperative Lewistown, Missouri Macon Electric Cooperative Macon, Missouri Missouri Rural Electric Cooperative Palmyra, Missouri Ralls County Electric Cooperative New London, Missouri Southern Iowa Electric Cooperative Inc. Bloomfield, Iowa Tri-County Electric Cooperative Association Lancaster, Missouri NW Electric Power Cooperative Inc. Cameron, Missouri Atchison-Holt Electric Cooperative Rock Port, Missouri Farmers’ Electric Cooperative Inc. Chillicothe, Missouri Grundy Electric Cooperative Inc. Trenton, Missouri North Central Missouri Electric Cooperative Inc. Milan, Missouri Sho-Me Power Electric Cooperative Marshfield, Missouri Crawford Electric Cooperative Inc. Bourbon, Missouri Gascosage Electric Cooperative Dixon, Missouri Howell-Oregon Electric Cooperative Inc. West Plains, Missouri Intercounty Electric Cooperative Association Licking, Missouri Laclede Electric Cooperative Lebanon, Missouri Se-Ma-No Electric Cooperative Mansfield, Missouri Southwest Electric Cooperative Bolivar, Missouri Webster Electric Cooperative Marshfield, Missouri White River Valley Electric Cooperative Inc. Branson, Missouri Platte-Clay Electric Cooperative Inc. Kearney, Missouri United Electric Cooperative Inc. Maryville and Savannah, Missouri West Central Electric Cooperative Inc. Higginsville, Missouri 2014 ANNUAL REPORT 21 Ten-year statistical summary Year (calendar-year basis) Member peak demand (MWh) , excluding current maturities) Total capacity (MW)* 2014 2013 2012 2011 2010 $1,142,320 $1,129,752 $1,081,899 $1,083,734 $1,055,103 22,794,455 24,122,178 23,257,842 23,366,696 23,269,001 18,688,056 18,330,147 18,078,911 18,603,536 18,962,284 3,755,050 3,680,320 3,522,610 3,571,431 3,580,599 6,792,200 6,528,534 6,201,160 6,436,559 6,461,680 1,795,459 1,737,674 1,716,541 1,729,026 1,820,964 1,305,431 1,321,433 1,255,265 1,251,396 1,267,895 1,774,683 1,780,568 1,778,823 1,869,618 1,911,351 3,265,233 3,281,618 3,604,512 3,745,506 3,919,795 4,106,399 5,792,031 5,178,931 4,763,160 4,306,717 4,598 3,905 4,354 4,441 4,495 45.8 53.1 46.7 47.3 47.6 2.0 17.7 1.4 (10.3) (2.8) (2.0) (1.9) (1.2) $3,737,915 $3,672,637 $3,610,868 $3,546,039 $3,444,278 $2,956,254 $2,988,262 $2,972,181 $2,971,028 $2,852,098 $1,812,663 $1,849,113 $1,830,572 $1,810,387 $1,773,982 5,827 5,787 5,895 5,895 5,255 49.94 48.93 49.21 47.51 45.75 *2014 capacity does not include capacity sold to other utilities, which was listed in previous years. 22 2014 ANNUAL REPORT 6.1 4.7 2009 2008 2007 2006 2005 $988,058 $1,084,770 $908,866 $865,062 $873,266 22,352,129 23,417,139 23,141,280 22,397,441 22,766,363 17,866,111 18,447,072 18,242,620 17,336,688 17,223,287 3,342,947 3,481,427 3,495,591 3,253,018 3,229,456 6,098,183 6,238,584 6,036,320 5,828,218 5,720,358 1,627,620 1,690,910 1,701,493 1,599,342 1,604,348 1,215,679 1,247,307 1,239,613 1,175,563 1,199,656 1,705,372 1,692,162 1,673,609 1,556,034 1,552,388 3,876,310 4,096,682 4,095,994 3,924,512 3,917,081 4,486,018 4,970,067 4,898,660 5,060,753 5,543,076 4,292 4,268 4,248 4,159 3,999 46.9 51.1 51.0 49.9 51.4 1.1 0.5 5.2 2.1 0.7 4.0 7.0 8.7 $3,100,486 $2,861,374 $2,628,860 $2,325,158 $2,129,726 $2,562,417 $2,267,904 $2,016,853 $1,821,764 $1,704,311 $1,619,099 $1,334,712 $1,169,701 $963,947 $972,636 5,237 5,237 5,228 4,758 4,808 45.89 41.16 34.20 32.77 29.81 (3.2) 0.6 Diversity brings flexibility Associated has steadily diversified its resources, which began with hydropower and baseload coal units. Associated began adding natural gas generation in the 1990s and today has 2,143 megawatts of combined-cycle capacity and 610 MW of simple-cycle gas generation. The cooperative began receiving contracted wind energy in 2007 from Missouri’s first utility-scale wind farm, which Associated helped bring about by signing long-term purchase agreements and high-voltage transmission interconnections. Associated has 750 MW of contracted wind energy in its portfolio. One of members’ most cost-effective resources is Associated’s Take Control & Save energy efficiency program, which helps member-consumers save on their electric bills. Since 2008, Associated has invested $34 million in the program, which will save 1,247,908,958 kilowatthours during the lifetime of the measures. The program includes home energy audits, weatherization incentives, rebates for appliances, air conditioners and heat pumps, business lighting programs, pilot projects and educational seminars. 2014 ANNUAL REPORT 23 Management’s discussion and analysis Associated Electric Cooperative Inc. is owned by and provides wholesale power to six regional generation and transmission cooperatives. In turn, these six regional generation and transmission cooperatives are owned by and provide wholesale power to 51 local electric cooperative systems in Missouri, southeast Iowa and northeast Oklahoma. Associated’s mission is to provide an economical, reliable power supply and support services to its members. Associated operates on a not-for-profit cooperative basis. Accordingly, revenues in excess of current period costs in any particular year are designated on the statement of revenues and expenses as “net margin.” Member margins (as computed for federal income tax purposes) are credited to patronage capital and assigned to the members on the basis of patronage. Patronage capital assigned to members is available for refund to the members when authorized by Associated’s board of directors and subject to certain restrictions contained in the indenture between Associated and Commerce Bank, N.A., dated Oct. 1, 1998. Since 1993, Associated’s board of directors annually has resolved to retire 2 percent of the prior year-end equity balance. As a result, $164.7 million has been refunded to members since that time. Associated furnishes electric power and energy to its members pursuant to the all-requirements wholesale power contracts that extend through 2050. The wholesale power contracts require each member to purchase all its electric power and energy needs from Associated. Pursuant to the wholesale power contract, each member is obligated to pay scheduled demand and energy charges designed to cover all of Associated’s costs as determined by Associated’s board of directors. These rates are the same to each member. At such intervals as it deems appropriate, but not less frequently than once a year, the board of directors of Associated reviews and may revise the rate schedule. 24 2014 ANNUAL REPORT Associated obtains the electric power and energy needed to serve its members from a combination of generation that Associated owns and operates; generation owned by others but operated and/or dispatched by Associated; and purchased power. All units dispatched by Associated are dispatched on an economic basis (that is, units producing the lowest-cost power are dispatched first). In October 1998 Associated completed a transaction that replaced Associated’s former Rural Utilities Service (RUS) mortgage with an indenture of trust. The indenture constitutes a lien on substantially all of the property of Associated and places all secured lenders in parity. Subject to the indenture and various debt agreements, the board of directors of Associated has the power to self-regulate Associated. During 2002 Associated and its members added the Shoshone language to the wholesale power contracts. This amendment provides that the members may not take certain actions that might have an impact on the ability of Associated to repay its longterm debt without either the approval of the Rural Utilities Service or repayment of a part of Associated’s debt by the members. Earnings overview Net margin for the year ended December 31, 2014, was $40.1 million, a decrease of $1.7 million from the prior year. Following are some significant factors that affected 2014 net margin as compared with 2013. Operating revenue Megawatt-hour sales and operating revenue from members Operating revenue from members was $933.3 million in 2014, an increase of $36.4 million or 4.1 percent from 2013. These revenues represent sales to members of 18,688,056 megawatt-hours in 2014 compared to 18,330,147 MWh in 2013, an increase of 2.0 percent. The increase in sales volume was primarily due to colder winter temperatures in 2014 compared to 2013 that resulted in increased sales in the first quarter of 2014 of 549,597 MWh, or 10.8 percent. A temporary rate discount to members, effective in 2014, reduced member revenue by approximately $18.7 million as compared to the 2013 temporary discount, which reduced member revenue by approximately $27.5 million. Additionally, member revenue subject to refund of $47.4 million was recognized, which was an increase of $27.4 million over the amount of deferred revenue recognized in 2013. Offsetting these increases was a reduction in member billing demand in 2014 as compared to 2013, which reduced member revenue by approximately $7.5 million. Total member revenue was $49.94 per MWh, an increase of 2.1 percent over the 2013 average rate of $48.93 per MWh. Operating revenue from nonmembers Operating revenue from nonmembers represents energy and transmission sales to nonmembers. Energy sales to nonmembers are of two types: capacity sales and nonfirm interchange sales. Associated is not required to curtail service to its members under any condition as a result of these nonfirm sales. Nonmember sales help to reduce Associated’s cost of service to its members. In 2014, these revenues totaled $209.0 million compared with $232.8 million in 2013, a decrease of $23.8 million or 10.2 percent. In 2014, energy sales to nonmembers were $179.5 million, a decrease of $24.5 million or 12.0 percent from 2013. The decrease was primarily due to a decrease in nonfirm interchange sales volume to nonmembers of 1,685,599 MWh, or 29.1 percent. Offsetting the decrease was a 21.5 percent increase in the average market price per MWh as compared to 2013. Market prices were higher in 2014 as compared to 2013 in large part due to higher average natural gas prices. Transmission revenue was $29.7 million in 2014, an increase of $0.8 million, or 2.8 percent in 2014 as compared to 2013. Operating expenses Generation operation Generation operation includes costs to operate Associated’s owned generating units and primarily consists of the cost of fuel. Generation operation expense was $421.2 million in 2014, an increase of $5.1 million or 1.2 percent from 2013. Associated’s owned generating units produced 15,091,426 MWh in 2014 at an average cost of $27.91 per MWh compared to 15,868,460 MWh at a cost of $26.22 per MWh in 2013. Higher fuel prices drove the average cost of generation for both the coal and gas fleets up in 2014 as compared to 2013. The weighted average cost of delivered coal increased 16.8 percent in 2014 as compared with 2013, primarily due to a new rail contract for the New Madrid coal facility. There also was a 16.4 percent increase in the average Henry Hub price of natural gas as compared to 2013. Offsetting the higher fuel prices was reduced generation, which was 1.9 percent lower for the coal fleet and 15.6 percent lower for the natural gas fleet in 2014 as compared with 2013. Of the total production from Associated’s owned generating resources, 80.8 percent was produced by coal generation and 19.2 percent by natural gas generation. Contracted generation Contracted generation consists of firm capacity received from Associated’s hydropower contract and generating units that Associated has contracted to dispatch up to a given quantity of power, for at least one year, and for which Associated has operating expense responsibility. In 2014 these resources included: • Grand River Dam Authority Unit 2 (38 percent owned by KAMO Power) • Chamois Unit 1 and Unit 2 (previously owned by Central Electric Power Cooperative) ceased operations in September 2013 • New Madrid Unit 1 (owned by the city of New Madrid) 2014 ANNUAL REPORT 25 • Southwestern Power Administration (hydropower contract) Associated has a contract with Southwestern Power Administration, effective through April 2031, that entitles Associated to purchase 478 megawatts of firm capacity. The contract price, subject to certain adjustments, has both a demand charge and an energy charge. As of December 31, 2014, these were $4.50 per kilowatt-month and 17.4 mills per kilowatt-hour, respectively. In 2014 contracted generation produced 5,737,773 MWh at a cost of $197.5 million, or $34.43 per MWh. This compares to 5,941,184 MWh at a cost of $185.4 million, or $31.20 per MWh, in 2013. The increase in cost was largely due to increased fuel and maintenance costs related to New Madrid Unit 1 in 2014 as compared to 2013. Offsetting the increase was a decrease in Chamois expenses due to the closing of the facility in 2013. Purchased power Purchased power includes expenses related to the purchase of megawatt-hours from interchange partners on the wholesale market, supplemental hydropower and energy purchased from wind farms. Associated buys available power from the wholesale market when it is more economical to purchase than to produce with available generating resources. In 2014 total purchased power expenses were $113.6 million, which was a decrease of $1.2 million or 1.1 percent from 2013. Total volume of purchased power decreased by 14.5 percent as compared to 2013. The largest component of purchased power expense was wind farm purchases. Associated purchased the output from five wind farms. Associated does not have fixed cost obligations and pays only for the energy produced. These purchases are at a contracted price for 20 and 25 years. In 2014, Associated purchased a total of 2,117,767 MWh of wind energy, which was an increase of 6.4 percent over 2013. In 2014, wind energy purchases were at an average price of $44.48 as compared to $44.91 per MWh in 2013. As part of its contract with Southwestern Power Administration, Associated is entitled to purchase 26 2014 ANNUAL REPORT excess energy, known as supplemental hydropower, at a rate of $9.40 per MWh. Supplemental hydropower purchases, power made available to Associated dependent upon rainfall, were lower in 2014 than in 2013 by 225,925 MWh or 41.5 percent. On the wholesale market in 2014, Associated purchased 422,902 MWh at an average price of $38.85 per MWh compared with 807,195 MWh at an average price of $25.40 per MWh in 2013. The decrease in the volume of energy purchased on the wholesale market was due in large part to the decrease in available counterparties as a result of integration into Regional Transmission Organizations (RTOs) and the increase in average market prices, which was driven by the increase in natural gas prices and RTO operating fees incurred. Transmission Transmission expense includes three components: 1. Expense related to operation and maintenance of Associated’s and its six members’ portions of the transmission grid in Associated’s service territory; 2. Transmission charges that Associated pays on interchange purchases and sales; and 3. Transmission expense related to purchases of transmission service from others to serve members. Transmission expense for 2014 was $87.2 million, which was an increase of $4.2 million, or 5.1 percent compared to 2013. Transmission expense increased primarily due to increased rents paid to third parties for transmission service and the maintenance and operation of Associated’s and its six members’ portions of the transmission grid in Associated’s service territory. Generation maintenance Generation maintenance includes maintenance on Associated’s owned generating units and was $59.9 million in 2014, a decrease of $8.1 million, or 11.9 percent from 2013. The decrease is primarily due to a 14.8 percent decrease in coal unit outage hours as compared to 2013. In addition, there was a reduction in variable maintenance expense on gas units due to a 15.6 percent decrease in generation as compared to 2013. Interest Interest on long-term debt for 2014 was $86.7 million, a decrease of $4.5 million, or 4.9 percent, which was due to a reduction in the outstanding long-term debt balance and an overall decrease in the average interest rate as compared to 2013. Interest capitalized on long-term debt was $0.3 million, a decrease of $0.5 million or 59.7 percent. The decrease can be attributed to an overall decrease in projects subject to capitalized interest for 2014. Significant balance sheet changes Significant changes in the balance sheet at December 31, 2014, from December 31, 2013, include: •Utility plant, at original cost, increased $65.3 million primarily due to changes in the valuation of asset retirement obligations, the terminal elimination project at the St. Francis substation, and various turbine and transformer projects at the coal plants. •Deferred regulatory debits, including the current portion, increased $32.4 million primarily due to deferred mark-to-market losses on Associated’s diesel and interest rate hedging activities. Associated’s board of directors has established a policy to defer unrealized fair value gains and losses associated with hedging activities and recognize in earnings only at the settlement of those instruments. •Fuel inventory decreased $20.9 million primarily due to a decrease in tons on the ground at coal facilities due to railroad constraints impacting deliveries. •Other current assets – held for sale decreased $14.1 million due to the sale of the Essex 2 equipment. •Patronage capital increased $29.2 million as a net result of $40.1 million in net margins for the year and patronage capital retirements of $10.9 million. At December 31, 2014, patronage capital and other equities were 23.1 percent of total capitalization. •Long-term debt, including current maturities, decreased $39.0 million. Associated had scheduled principal payments of $86.8 million of existing debt in 2014. Offsetting the decrease were new borrowings from FFB totaling $37.7 million and a $10 million increase in the balance outstanding on lines of credit at the end of 2014 as compared to 2013. •Deferred regulatory credits, including the current portion, decreased $57.9 million primarily due to $47.4 million of deferred revenues recognized in 2014 through a board of directors’ action. In addition, deferred revenue collected for the conversion of coal facilities of $5.7 million was recognized; the regulatory liability for maintenance decreased $3.6 million; and the deferred gain related to diesel swaps decreased $1.7 million. •Other deferred liabilities increased $14.5 million primarily due to a $7.8 million increase in the longterm liability related to diesel hedging activity and a $7.7 million increase in the long-term liability related to a floating-to-fixed interest rate swap. •Asset retirement obligation, including the current portion, increased $18.9 million primarily due to cash flow revisions as a result of the issuance of the EPA’s final draft rule on the disposal of coal combustion residuals and changes in timing for the remediation of ash disposal facilities. •Other current and accrued liabilities increased $16.4 million primarily due to a $14.6 million increase in the short-term liability related to diesel hedging activity and a $2.2 million increase in the short-term liability related to a floating-to-fixed interest rate swap. Capital requirements and liquidity Associated is required, under the terms of its long-term debt agreements, to maintain a minimum margins and equities level of $160 million. As of December 31, 2014, patronage capital and other equities were $569 million. Associated maintains a borrowing relationship with the Rural Utilities Service of the U.S. Department of Agriculture, CoBank, the National Rural Utilities Cooperative Finance Corp., Metropolitan Life Insurance, American United Life, Hare and Company, Pioneer Mutual Life, The State Life Insurance Company and New York Life. Associated also maintains substantial liquidity through credit facilities with several lenders. As of December 31, 2014, total credit facilities equaled $550 million and total available credit under these agreements was $460 million. Please see footnote 12 to the financial statements for additional information regarding long-term debt and liquidity instruments. 2014 ANNUAL REPORT 27 KPMG LLP Suite 1000 1000 Walnut Street Kansas City, MO 64106-2162 Independent Auditors’ Report The Board of Directors and Members Associated Electric Cooperative Inc.: Report on the Financial Statements We have audited the accompanying financial statements of Associated Electric Cooperative Inc., which comprise the balance sheets as of December 31, 2014 and 2013, and the related statements of revenues and expenses, comprehensive income, patronage capital and other equities, and cash flows for the years then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Associated Electric Cooperative Inc. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended in accordance with U.S. generally accepted accounting principles. KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (“KPMG International”), a Swiss entity. 28 2014 ANNUAL REPORT Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued a report dated February 10, 2015, on our consideration of Associated Electric Cooperative Inc.’s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Associated Electric Cooperative Inc.’s internal control over financial reporting and compliance. /s/ KPMG LLP Kansas City, Missouri February 10, 2015 2014 ANNUAL REPORT 29 ASSOCIATED ELECTRIC COOPERATIVE INC. Balance Sheets December 31, 2014 and 2013 (In thousands of dollars) Assets Utility plant: Electric plant in service Construction work in progress 2014 $ 3,697,636 40,279 3,654,038 18,599 3,737,915 3,672,637 (1,684,129) (1,583,519) 2,053,786 2,089,118 19,077 13,012 4,591 14,983 13,012 4,797 36,680 32,792 213,364 23,733 206,962 32,914 237,097 239,876 69,914 84,067 54,343 83,378 153,981 137,721 Current assets: Cash and cash equivalents Restricted short-term investments Accounts receivable Materials and supplies inventory Fuel inventory Other current assets – held for sale Other current assets Current portion of deferred regulatory debits 102,704 109,152 116,511 74,821 35,128 — 19,592 16,802 89,791 113,174 124,047 70,734 56,000 14,147 20,862 — Total current assets 474,710 488,755 2,956,254 2,988,262 Less accumulated depreciation Total utility plant Other property and investments: Member construction advances, net Nonutility property Net investment in direct financing leases Total other property and investments Restricted and designated long-term assets: Other restricted and designated assets Investments in associated organizations, at cost Total restricted and designated long-term assets Other long-term assets: Deferred regulatory debits Other deferred assets Total other long-term assets Total assets 30 2013 2014 ANNUAL REPORT $ ASSOCIATED ELECTRIC COOPERATIVE INC. Balance Sheets December 31, 2014 and 2013 (In thousands of dollars) Capitalization and Liabilities Patronage capital and other equities: Memberships Patronage capital Other equities Accumulated other comprehensive loss $ Total patronage capital and other equities Long-term debt, excluding current maturities: Federal Financing Bank CoBank National Rural Utilities Cooperative Finance Corporation Other Total long-term debt, excluding current maturities Other long-term liabilities Deferred regulatory credits Other deferred liabilities Asset retirement obligation Accumulated provision for postretirement benefits Total other long-term liabilities Current liabilities: Accounts payable Current maturities of long-term debt Payable to member cooperatives Other current and accrued liabilities Current portion of asset retirement obligation Current portion of deferred regulatory credits Total current liabilities Total capitalization and liabilities $ 2014 2013 12 519,037 55,540 (5,595) 12 489,798 55,540 (261) 568,994 545,089 1,255,834 356,881 46,667 153,281 1,277,929 362,509 50,000 158,675 1,812,663 1,849,113 190,967 48,262 44,647 28,948 249,453 33,810 25,666 24,729 312,824 333,658 108,505 84,061 27,983 36,767 3,885 572 113,045 86,655 36,376 20,417 3,909 — 261,773 260,402 2,956,254 2,988,262 See accompanying notes to financial statements. 2014 ANNUAL REPORT 31 ASSOCIATED ELECTRIC COOPERATIVE INC. Statements of Revenues and Expenses Years ended December 31, 2014 and 2013 (In thousands of dollars) 2014 2013 933,317 209,003 896,934 232,818 1,142,320 1,129,752 421,170 197,542 113,617 98,786 87,236 59,860 56,325 3,731 1,069 416,086 185,361 114,865 97,360 83,042 67,981 56,008 3,625 847 1,039,336 1,025,175 102,984 104,577 86,662 (349) 91,138 (866) 86,313 90,272 Operating margin 16,671 14,305 Nonoperating: Interest and dividend income Other nonoperating income Interest expense 22,313 1,221 (63) 22,445 5,148 (69) 23,471 27,524 40,142 41,829 Operating revenues: Members Nonmembers $ Total operating revenues Operating expenses: Generation operation Contracted generation Power purchased Depreciation and amortization Transmission Generation maintenance Administrative and general Taxes Accretion of asset retirement obligation Total operating expenses Operating margin before interest expense Interest on long-term debt Less interest capitalized Total nonoperating Net margin See accompanying notes to financial statements. 32 2014 ANNUAL REPORT $ ASSOCIATED ELECTRIC COOPERATIVE INC. Statements of Comprehensive Income Years ended December 31, 2014 and 2013 (In thousands of dollars) 2014 Net margin Other comprehensive income (loss): Actuarial adjustment of actuarial losses Comprehensive income $ $ 2013 40,142 41,829 (5,334) 15,522 34,808 57,351 See accompanying notes to financial statements. 2014 ANNUAL REPORT 33 ASSOCIATED ELECTRIC COOPERATIVE INC. Statements of Patronage Capital and Other Equities Years ended December 31, 2014 and 2013 (In thousands of dollars) Memberships Balance at December 31, 2012 2013 net margin Other comprehensive income Patronage capital retirements Total 457,923 41,829 — (9,954) 55,540 — — — (15,783) — 15,522 — 497,692 41,829 15,522 (9,954) Balance at December 31, 2013 12 489,798 55,540 (261) 545,089 2014 net margin Other comprehensive loss Patronage capital retirements — — — 40,142 — (10,903) — — — — (5,334) — 40,142 (5,334) (10,903) 12 519,037 55,540 (5,595) 568,994 $ See accompanying notes to financial statements. 34 Other equities 12 — — — Balance at December 31, 2014 $ Patronage capital Accumulated other comprehensive loss 2014 ANNUAL REPORT ASSOCIATED ELECTRIC COOPERATIVE INC. Statements of Cash Flows Years ended December 31, 2014 and 2013 (In thousands of dollars) 2014 Cash flows from operating activities: Net margin Reconciliation of net margin to net cash provided by operating activities: Depreciation and amortization Net loss on sale of assets held for sale Net (gain) on sale of property, plant, and equipment Amortization of loan costs and other Change in deferred regulatory debits Change in asset retirement obligation Changes in deferred regulatory credits Prepayment on Retirement Security Plan Changes in current assets and liabilities: Accounts receivable Fuel inventory Materials and supplies inventory Accounts payable Other current and accrued liabilities Other operating activities, net $ Net cash provided by operating activities Cash flows from investing activities: Capital expenditures Reimbursement of capital expenditures Proceeds from sale of assets held for sale Proceeds from sale of property, plant, and equipment Purchases of available-for-sale investments Purchases of held-to-maturity investments Sales of available-for-sale investments Sales of held-to-maturity investments Purchases of investments in associated organizations Sale and/or maturity of investments in associated organizations, net Direct financing lease proceeds Other investing activities, net Net cash used in investing activities Cash flows from financing activities: Net investments from member cooperatives Issuance of long-term debt Retirement of long-term debt Retirement of patronage capital Net cash provided by (used in) financing activities Net change in cash and cash equivalents Cash and cash equivalents, beginning of year 2013 40,142 41,829 105,110 147 (118) 1,537 (564) (546) (55,614) — 103,134 — (2,012) 3,110 22,799 44 (8,683) (37,087) (1,112) 20,872 (4,087) (5,959) (452) (3,626) 2,531 14,963 (4,088) 4,050 (19,824) (17,314) 95,730 103,452 (54,250) 9,070 14,000 50 (481) (118,704) 266 117,114 (17) 12,628 627 (4,780) (102,419) — — 8,356 — (142,339) — 125,707 (34) 4,941 627 (2,777) (24,477) (107,938) (8,393) 112,735 (151,779) (10,903) (2,484) 237,316 (220,367) (9,954) (58,340) 4,511 12,913 25 89,791 89,766 Cash and cash equivalents, end of year $ 102,704 89,791 Supplemental disclosure of cash flow information: Cash paid for interest (net of amount capitalized) $ 86,585 90,410 Supplemental disclosure of noncash activities: Change in capital expenditures included in accounts payable $ 1,419 2,575 See accompanying notes to financial statements. 2014 ANNUAL REPORT 35 ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 (1) Summary of Significant Accounting Policies Associated Electric Cooperative Inc. (Associated or the Cooperative) is an electric generation and transmission cooperative that provides wholesale service to six members, all of which are generation and transmission cooperatives. Each of the members in turn provides wholesale electric power to their member distribution cooperatives located in Missouri, Iowa, and Oklahoma. Associated maintains its accounting records in accordance with the U.S. Department of Agriculture Rural Utilities Services (RUS) Uniform System of Accounts. The financial statements and the accompanying notes to the financial statements have been prepared on the basis of U.S. generally accepted accounting principles (GAAP). (a) Utility Plant, Property, and Equipment Utility plant, property, and equipment are stated at cost. Generally, ordinary utility plant asset retirements and disposals are charged against accumulated depreciation with no gain or loss recognized. Gains and losses are recorded for retirements of general plant assets and entire asset groups. Maintenance and repairs are charged to expense as incurred. Major inspections, rework, and refurbishing are deferred and amortized over five years, which is the period that these costs are recovered in rates. The cost of utility plant is generally depreciated on a straight-line basis over the estimated economic useful lives: Generation plant Transmission plant General plant Estimated useful life Composite depreciation rate 32–33 36 5–42 3.00%–3.10% 3.00% 2.40%–20.00% Upon indication of possible impairment, Associated evaluates the recoverability of long-lived assets by comparing the carrying amount of the relevant asset group against the related estimated undiscounted future cash flows expected over the remaining useful life of the asset group. When an evaluation indicates that the future undiscounted cash flows are not sufficient to recover the carrying value of the asset group, the carrying value of the asset group is reduced to its estimated fair value. (b) Asset Retirement Obligation Associated has asset retirement obligations arising from regulatory requirements to perform asset retirement activities at the time certain property is disposed. A liability is initially measured at fair value and is subsequently adjusted for accretion expense and changes in the amount and timing of the estimated cash flows. The corresponding asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over the asset’s useful life. Associated’s asset retirement obligations include the costs associated with asbestos removal and disposal, reclamation of ash disposal areas, reclamation of landfill sites, removal of fuel oil tanks, and removal of certain water lines contained in Associated’s generating plants (note 4). 36 2014 ANNUAL REPORT ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 (c) Capitalized Interest Interest incurred in connection with the construction of capital assets is capitalized and totaled $349 and $866 in 2014 and 2013, respectively. The average capitalization rates for 2014 and 2013 were 2.79% and 3.64%, respectively, which is based on Associated’s cost of financing. (d) Restricted and Designated Assets Restricted and designated assets consist of assets segregated for specific purposes including investments in patronage allocations from various membership cooperatives, funds invested to retire future RUS/Federal Financing Bank (FFB) debt, and cash funds reserved for the generation, environmental, and insurance reserve fund, member revenue subject to refund, and deferred compensation. (e) Investments Debt securities, except for those classified as cash equivalents, in which Associated has the intent and ability to hold to maturity are classified as held-to-maturity securities and are reported at amortized cost. All other securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses included as a component of other comprehensive income. Upon sale, these unrealized gains and losses are recognized in net margin. Realized gains and losses are computed based on the difference between amortized costs and proceeds received on a specific security identification basis. Investments with maturities greater than one fiscal year are classified as other restricted and designated assets (note 6). (f) Cash and Cash Equivalents All unrestricted highly liquid investments with an original maturity of three months or less are considered to be cash equivalents and are stated at cost, which approximates market value. At December 31, 2014 and 2013, Associated’s cash and cash equivalents balance was $102,704 and $89,791, respectively. (g) Member Construction Associated advances funds for the construction of various member primary transmission and generation projects. These advances are subsequently amortized over the life of the asset by Associated as transmission or contracted generation expense. The balance of these advances, net of amortization, totaled $19,077 and $14,983 at December 31, 2014 and 2013, respectively, with related 2014 and 2013 amortization of $656 and $2,150, respectively. (h) Inventories Inventories of fuel and materials and supplies are valued using the average-cost method. Inventory that is obsolete or excess is written down to its estimated disposal value. 2014 ANNUAL REPORT 37 ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 (i) Payable to Member Cooperatives Associated provides a short-term investment program to its member cooperatives and their cooperative members. The funds invested with Associated earn interest at rates established by Associated. The average rate was 0.14% and 0.15% in 2014 and 2013, respectively. The interest expense is reflected as nonoperating interest expense. At December 31, 2014 and 2013, the members had invested $27,983 and $36,376, respectively, classified as payable to member cooperatives. (j) Regulatory Matters The Cooperative is subject to the authoritative accounting guidance applicable to rate-regulated organizations. The Board of Directors of Associated has full authority to establish electric rates. Certain items collected in rates have been recorded as regulatory liabilities. These amounts will be recognized as revenue in future periods as costs for which the amounts have been collected are incurred, or when the return of the amounts collected to the members is authorized by the Board of Directors (note 13). Certain expenses have been recorded as regulatory assets and management believes these amounts are probable of future rate recovery (note 10). (k) Revenues Revenues from the sale of electricity are recorded based on energy delivered to customers and on contracts and scheduled power usages, as appropriate. Concentration of credit risk with respect to total accounts receivable is due to Associated’s customer base. Approximately 66% of accounts receivable at December 31, 2014 is due from Associated’s six members and from the City of New Madrid power plant. The credit risk for accounts receivable is controlled through management monitoring procedures. (l) Contracted Generation Contracted generation is the expense of generating units for which the Cooperative has energy and capacity contracts in excess of one year (note 5). (m) Patronage Capital and Other Equities In accordance with Associated’s bylaws, taxable member margins are allocated to members based on their patronage. For the year ended December 31, 2014, taxable margins of $44,141 were allocated to members. Cumulatively, $1,714,226 has been allocated, and $1,549,534 is unpaid at December 31, 2014. For financial reporting, book net margins are allocated to patronage capital. (n) Accumulated Other Comprehensive Loss The following table provides the component of accumulated other comprehensive loss: December 31 Component Postretirement benefits actuarial losses 38 2014 ANNUAL REPORT 2014 $ (5,595) 2013 (261) ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 (o) Estimates The preparation of financial statements is in conformity with accounting principles generally accepted in the United States of America, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (p) Litigation In the normal course of business, Associated is involved in legal proceedings. In accordance with accounting principles generally accepted in the United States of America, Associated accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. (q) Emission Allowances and Renewable Energy Credits As a result of the operation of its generating resources, Associated generates or is allocated Sulfur Dioxide (SO2) and Nitrogen Oxide (NOX) allowances and renewable energy credits (RECs) under various environmental regulations. Allowances that are granted to Associated at no cost do not result in an expense when used. Associated purchases NOX allowances, which are recorded in fuel inventory and expensed when used or no longer have value. NOX allowance purchases in 2014 and 2013 were $1,158 and $1,035 with related expense incurred of $2,101 and $962, respectively. Proceeds from sales of allowances and RECs in excess of cost are recorded as a gain. During 2014 and 2013, $1,593 and $1,606 of proceeds from sale of allowances and RECs were received, respectively. (2) New Accounting Pronouncements Upon issuance of exposure drafts or final pronouncements, Associated reviews new accounting literature to determine the relevance, if any, to its business. The following represents a summary of pronouncements that Associated has determined relate to its operations: (a) Revenue from Contracts with Customers In May 2014, the Financial Accounting Standards Board (FASB) issued guidance to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards (IFRS). The core principal of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. An entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for nonpublic entities for reporting periods beginning after December 15, 2017. The adoption of this guidance will 2014 ANNUAL REPORT 39 ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 require additional disclosures, but is not expected to have a material impact on Associated’s financial condition or results of operations. (b) Derivatives and Hedging In January 2014, the FASB issued guidance to address concerns of private company stakeholders by providing an additional hedge accounting alternative within Topic 815 for certain types of swaps that are entered into by a private company for the purpose of economically converting a variable-rate borrowing into a fixed-rate borrowing. This additional hedge accounting alternative acts as a practical expedient to qualify for cash flow hedge accounting under Topic 815 if certain conditions are met. This amendment applies to all entities, expect for publicly held entities, not-for-profit entities, employee benefit plans, and financial institutions. Under the simplified hedge accounting approach, a private company has the option to measure the designated swap at settlement value instead of fair value. Because Topic 815 permits election of hedge accounting on a swap-by-swap basis, a private company can elect to apply this approach to any qualifying swap, whether existing at the date of adoption of this Update or entered into after that date. The simplified hedge accounting approach will be effective for annual periods beginning after December 15, 2014. The adoption of this guidance is not expected to have a material impact on Associated’s financial condition or results of operations. (c) Presentation of Comprehensive Income In February 2013, the FASB issued guidance on the presentation of reclassifications out of accumulated other comprehensive income. Publicly held and nonpublic entities will be required to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount is being reclassified in its entirety to net income. For other amounts that are not reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. generally accepted accounting principles that provide additional detail about those amounts. This guidance is effective for nonpublic entities for the reporting periods beginning after December 15, 2013. The adoption of this guidance did not have a material impact on Associated’s financial condition or results of operations. (d) Fair Value Measurement and Disclosures In May 2011, the FASB issued additional guidance on fair value measurement and disclosure. The purpose of the additional guidance is to align the fair value measurement and disclosure requirements between U.S. generally accepted accounting principles and International Financial Reporting Standards. The amendment allows entities to assess the fair value of financial instruments held in a portfolio as a net asset or liability. Additionally, entities should use a premium or discount when assessing the fair value of assets or liabilities classified as Level 2 or Level 3 within the fair value hierarchy. Entities are required to supply additional disclosures about the valuation process and the sensitivity of the unobservable inputs used in the fair value measurement for assets or liabilities classified as Level 3 within the fair value hierarchy. Entities should disclose the use of a nonfinancial asset if that asset has been measured for fair value or when its fair value is disclosed on the basis of its highest and best use and is not used in such a manner. Lastly, entities should disclose the fair value hierarchy of assets or liabilities that are not valued as such in the statement of position, but for which fair value disclosure is required under the FASB guidance of other presentation matters for financial instruments. This guidance is effective for nonpublic entities for the annual periods beginning after 40 2014 ANNUAL REPORT ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 December 15, 2011. Associated adopted this guidance for the year ended December 31, 2012. In February 2013, the FASB issued a clarification of the fair value disclosure requirements for nonpublic entities. Nonpublic entities are not required to provide the disclosure of the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety at Level 1, 2, or 3, for items disclosed at fair value but not measured at fair value in the financial statements. The adoption of this guidance did not have a material impact on Associated’s financial condition or results of operations. (3) Utility Plant Utility plant, at original cost, at December 31, 2014 and 2013, consisted of the following: Generation plant December 31, 2013, ending Additions Retirements $ December 31, 2014, ending Construction work in progress Accumulated depreciation Total utility plant $ Transmission plant General plant Total 3,316,352 31,010 (1,657) 268,077 14,534 (2,038) 69,609 1,977 (228) 3,654,038 47,521 (3,923) 3,345,705 280,573 71,358 3,697,636 30,903 7,101 2,275 40,279 3,376,608 287,674 73,633 3,737,915 (1,512,386) (128,970) (42,773) (1,684,129) 1,864,222 158,704 30,860 2,053,786 Depreciation for the year ended December 31, 2014 was $105,110, of which $98,786 was charged to depreciation expense and $6,323 was included in contracted generation and generation operation expense. Depreciation for the year ended December 31, 2013 was $103,134, of which $97,360 was charged to depreciation expense and $5,774 was included in contracted generation and generation operation expense. (4) Asset Retirement Obligation Associated has accounted for the asset retirement costs associated with certain tangible long-lived assets. Associated has recorded obligations for the removal and disposal of asbestos in Associated’s Thomas Hill, New Madrid and Chamois power plants, the reclamation of the landfill site at the New Madrid power plant, reclamation of ash ponds at the New Madrid, Thomas Hill and Chamois facilities, the removal of fuel oil tanks at the Dell and Holden power plants, and the removal of certain water lines contained in Associated’s generating plants. Because Associated’s business is subject to the accounting requirements for regulated operations, costs incurred upon the adoption of the asset retirement obligation accounting guidance were recorded as a regulatory asset to be recovered in future rates (note 10). 2014 ANNUAL REPORT 41 ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 The following is a reconciliation of the beginning and ending aggregate carrying amount of asset retirement obligations: Carrying Value of Asset Retirement Obligation Chamois December 31, 2013, ending balance Less current retirement obligations $ Thomas Hill New Madrid Holden Dell Total 2,801 11,460 14,577 315 422 29,575 (1,823) (1,528) (558) — — (3,909) 978 9,932 14,019 315 422 25,666 Current period settlements Accretion expense Cash flow revisions (156) 43 2,730 (1,344) 702 667 (387) 543 16,105 — 21 — — 33 — (1,887) 1,342 19,502 December 31, 2014, ending balance 5,418 11,485 30,838 336 455 48,532 Less current retirement obligations (2,801) (809) (275) — — (3,885) 2,617 10,676 30,563 336 455 44,647 Long-term retirement obligations Long-term retirement obligations $ The 2014 cash flow revisions are primarily due to the issuance of the EPA’s final rule on the disposal of coal combustion residuals resulting in increased cost estimates and changes in timing for remediation of Associated’s ash disposal facilities. (5) Contracted Generation Contracted Generation consists of firm capacity received from Associated’s hydropower contract and generating units that Associated has contracted to dispatch up to a given quantity of power, for at least one year, and for which Associated has operating expense responsibility. Under the terms of an agreement with the City of New Madrid, Missouri (the City), Associated operates the City’s power plant at New Madrid. The agreement is effective for 50 years after commercial operation (October 1, 1972). Associated purchases power at cost from the City. In 2014 and 2013, Associated’s cost of power purchased from the City was $111,084 and $92,519, respectively. Under the terms of an agreement with one of its members, Associated is required to reimburse costs associated with the member’s ownership interest in the Grand River Dam Authority (GRDA) Unit 2 coal facility, and entitles Associated to the member’s share of power. In 2014 and 2013, Associated’s cost related to the operation of the GRDA Unit 2 was $48,937 and $47,752, respectively. Associated has a contract with Southwestern Power Administration (SWPA), effective through April 2031, that entitles Associated to purchase a fixed amount of firm capacity. In 2014 and 2013, Associated’s cost of firm power purchased from SWPA was $36,428 and $34,366, respectively. 42 2014 ANNUAL REPORT ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 (6) Investments Investments at December 31, 2014 consisted of the following: Available for sale Unrealized Unrealized gains losses Cost Fair value Held to maturity Amortized cost Total Restricted short-term investments: RUS Cushion of Credit $ — — — — 109,152 109,152 $ — — — — 109,152 109,152 $ 5,833 — — — — — — — — 5,833 — — — 5,146 194,039 5,833 5,146 194,039 — — — — 1,279 1,279 — — — — 7,067 7,067 5,833 — — 5,833 207,531 213,364 Other restricted and designated assets: Mutual funds Pension reinvestment RUS Cushion of Credit U.S. government agency securities U.S. government treasury bills $ Associated entered into a Cushion of Credit agreement with the RUS in 2002. At December 31, 2014 and 2013, Associated had on deposit with the U.S. Treasury $303,191 and $301,863, respectively, restricted for future RUS/FFB debt service payments. Interest earned is applied to future debt service. Investments at December 31, 2013 consisted of the following: Available for sale Unrealized Unrealized gains losses Cost Fair value Held to maturity Amortized cost Total Restricted short-term investments: RUS Cushion of Credit $ — — — — 113,174 113,174 $ — — — — 113,174 113,174 $ 5,316 — — — — — — — — 5,316 — — — 4,623 188,689 5,316 4,623 188,689 — — — — 1,269 1,269 — — — — 7,065 7,065 5,316 — — 5,316 201,646 206,962 Other restricted and designated assets: Mutual funds Pension reinvestment RUS Cushion of Credit U.S. government agency securities U.S. government treasury bills $ 2014 ANNUAL REPORT 43 ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 Annual maturities of the investments at December 31, 2014 are classified as follows: Available for sale Cost Fair value Within one year After one year through five years (7) $ — 5,833 — 5,833 Held to maturity amortized cost 109,152 207,531 Nonoperating Income and Other Revenue Interest income from investments totaled $16,704 and $16,731 in 2014 and 2013, respectively. Associated received $2,117 and $2,393 in 2014 and 2013, respectively, of interest income related to the leasing of transmission line and related equipment and assets used by the City of New Madrid Power Plant. Patronage capital allocations received from others were $3,491 and $3,321 in 2014 and 2013, respectively. In 2013, Associated received $3,443 in insurance proceeds for work related to an insurable generator failure event at the New Madrid power plant that has not yet been incurred. Associated recognized a loss of $26 and a gain of $1,447 on the sale of nonutility property in 2014 and 2013, respectively. The remaining $1,248 and $258 primarily relates to rental income on nonutility property for 2014 and 2013, respectively. (8) Investments in Associated Organizations Associated conducts business with various cooperatives including the Cooperative Finance Corporation (CFC) and CoBank. As a result of these business relationships, Associated holds membership rights in these organizations, which include the right to receive patronage allocations. Investments in associated organizations at December 31, 2014 and 2013 consisted of the following: 2014 CoBank patronage capital equity CFC capital securities CFC held-to-maturity securities CFC patronage capital certificates and memberships Other 2013 $ 16,037 — 3,759 3,678 259 15,259 10,000 3,893 3,522 240 $ 23,733 32,914 At December 31, 2014, future maturities of the CFC held-to-maturity securities at amortized cost are: after 1 year through 5 years, $666; after 5 years through 10 years, $1,931; and after 10 years, $1,162. The CFC capital securities had a maturity date of February 3, 2044, but were called in 2014. The remaining investments in associated organizations do not have a stated maturity. 44 2014 ANNUAL REPORT ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 (9) Leases (a) Net Investment in Direct Financing Leases Associated’s leasing activities consist of the leasing of a transmission line and related equipment. The construction of these facilities was completed in 1992 with all costs incurred by Associated. The transmission line leases expire in 2028. The leases are classified as direct financing leases as follows: 2014 Total minimum lease payments receivable Less: Unearned income Current portion Net investment in direct financing leases $ $ 2013 8,533 9,160 (3,315) (627) (3,736) (627) 4,591 4,797 Future minimum lease receipts related to direct financing leases for the next five years will be: 2015 2016 2017 2018 2019 Thereafter (b) $ 627 627 627 627 627 5,398 $ 8,533 Operating Leases Associated leases a total of 973 railcars used in the delivery of coal to the New Madrid power plant as of December 31, 2014. Rental expense for these cars was $3,307 and $2,503 for the years ended December 31, 2014 and 2013, respectively. Future minimum lease payments for these cars are as follows: 2015 2016 2017 2018 2019 Thereafter $ 2,897 3,332 1,915 1,894 1,727 1,727 $ 13,492 2014 ANNUAL REPORT 45 ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 (10) Deferred Regulatory Debits At December 31, 2014 and 2013, deferred regulatory debits consisted of the following regulatory assets: 2014 Loss on hedging activities Maintenance costs Energy efficiency costs Impairment loss on equipment Asset retirement obligations $ Less current portion of deferred regulatory debits Long-term deferred regulatory debits $ 2013 43,511 24,821 9,428 6,177 2,779 11,223 22,678 10,327 6,283 3,832 86,716 54,343 (16,802) — 69,914 54,343 Regulatory assets are recorded for expenses that are deferred and will be recovered through rates charged to members in future periods. Such deferrals are made at the discretion of Associated’s Board of Directors. Associated does not earn a return on these regulatory assets. Associated’s Board of Directors has established a policy to defer unrealized fair value gains and losses associated with hedging activities and recognize in earnings only at the settlement of these instruments. As of December 31, 2014 and 2013, Associated had deferred $43,511 and $11,223 of unrealized losses on hedging activities, respectively (note 17). The current portion of hedging activities is included as a current asset on the accompanying balance sheets and consists of $14,582 in unrealized losses on diesel swaps and $2,220 in unrealized losses on an interest rate swap as of December 31, 2014. Deferred maintenance costs represent the cost of major maintenance projects that are capitalized in the year incurred. These costs are being amortized and recovered through rates over a period of five years. The costs associated with the Cooperative’s energy efficiency initiatives are capitalized. These costs are amortized and recovered through rates over a period of five years. In 2011, due to changes in projected capacity needs, Associated’s Board of Directors elected to market certain generation equipment for sale. This created a triggering event requiring an assessment of these assets for impairment. A loss of $20,062 was recorded for the difference in carrying value as compared to fair value, which Associated’s Board of Directors has elected to recover through rates charged to members over 33 years. In December 2013, Associated’s Board of Directors elected to accelerate $13,000 of the impairment loss, in addition to scheduled amortization of $614. In 2014, scheduled amortization was $203. The costs recognized upon the adoption of the accounting guidance for asset retirement obligations were deferred as a regulatory asset. These costs are being amortized over the life of the underlying asset. 46 2014 ANNUAL REPORT ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 (11) Other Deferred Assets At December 31, 2014 and 2013, other deferred assets consisted of the following deferred assets: 2014 City of New Madrid power plant purchase installment NRECA pension prepayment Long-term receivable on New Madrid substation Preliminary surveys Prepayment of payment in lieu of taxes Long-term debt financing fees and losses Other 2013 $ 30,000 25,961 8,785 8,346 5,012 3,850 2,113 25,000 29,669 8,237 7,836 5,490 4,637 2,509 $ 84,067 83,378 Other deferred assets are long-term assets that are not otherwise classified as other property and investments or restricted and designated long-term assets. In 2014 and 2013, Associated made a nonrefundable payment of $5,000 and $25,000 to the City of New Madrid, respectively. The payments were made pursuant to an agreement with the City to purchase the City of New Madrid power plant. If all scheduled payments are made pursuant to the agreement, ownership of the plant will transfer to Associated in 2022. Associated has the right to accelerate the purchase or terminate the agreement at any time during the term. In February 2013, Associated made a prepayment of $37,087 to the NRECA Retirement Security Plan. Associated is amortizing this amount over 10 years. The long-term portion of the prepayment is $25,961 as of December 31, 2014. Associated entered into an agreement to engineer, construct, own, operate, and maintain a 345/500 kV 750 MVA transformer at a greenfield site adjacent to the New Madrid Station in which two other parties are to share equally in the cost of construction. The total construction cost of the substation was $26,947. One party elected to pay their one-third share of the construction cost in 2014. The other party will pay their share of the construction costs over 20 years. The long-term receivable associated with this project was $8,785 at December 31, 2014. Associated has engaged engineers to perform preliminary surveys on various projects that could result in capital additions. If a capital addition results from the surveys, then the costs are included in the capital project costs, otherwise the survey costs are expensed. Associated entered into an agreement to a make a prepayment of $5,729 for a payment in lieu of taxes. The long-term portion of this payment is $5,012. The prepayment will be amortized into expense from July 2014 through 2026. Associated has incurred fees on various FFB loans and losses on bond refunding that will be amortized at various rates through 2034. 2014 ANNUAL REPORT 47 ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 (12) Long-Term Debt Long-term debt consists of mortgage notes payable to the United States of America acting through the FFB, CFC, and CoBank, as well as others. Substantially, all of Associated’s assets are pledged as collateral for the borrowings noted in the table below, except those noted as unsecured. The terms of the notes are as follows: 2014 FFB mortgage notes at various rates from 2.41% to 6.96%, due quarterly through 2046 Private placement notes, due quarterly through 2041 at rates from 4.65% to 6.39% CoBank term loan, due quarterly through 2029 at 5.88% interest CoBank notes, due quarterly through 2031 at 7.41% average interest CoBank revolving line of credit, due in the year 2016 at average interest rate of 1.07% (unsecured) CoBank notes, due quarterly through 2024 at 6.33% interest CFC notes payable, due annually through 2029 at various rates from 6.60% to 6.65% CoBank Term loan, due quarterly through 2023 at 1.07% average interest (unsecured) CFC notes payable, due quarterly through 2014 at 7.00% interest $ Less current maturities $ 2013 1,315,540 1,339,777 158,675 163,911 114,000 118,617 78,314 80,728 90,000 57,820 80,000 61,986 50,000 53,333 32,375 36,075 — 1,341 1,896,724 1,935,768 (84,061) (86,655) 1,812,663 1,849,113 In 2010, Associated entered into two agreements with RUS through FFB for $199,275 and $490,000 for a capital projects loan and a plant construction loan, respectively. In 2014, $8,786 and $15,222 were advanced on the capital projects loan, which matures on January 3, 2045, and bears interest rates of 3.324% and 2.742%, respectively. These were the final advances against the capital projects loan. In 2014, $5,515 was advanced on the plant construction loan, which matures on December 31, 2040, and bears an interest rate of 2.534%. As of December 31, 2014, this loan had $12,098 available to advance. In 2012, RUS approved a loan guarantee commitment of $24,628 for a transmission projects loan. In 2014, Associated received its final advance against this loan in the amount of $8,212, which matures on December 31, 2046, and bears an interest rate of 2.569%. During 2013, Associated entered into an agreement with CoBank for $37,000, which matures on August 16, 2023, and bears an average interest rate of 0.97% as of December 31, 2014. The interest rate is a variable rate with several reset options. The purpose of the term loan was to finance a prepayment to the defined-benefit pension plan sponsored by the National Rural Electric Cooperative Association (NRECA) (note 14). 48 2014 ANNUAL REPORT ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 As of December 31, 2014 and 2013, Associated had $550,000 of committed lines of credit with scheduled expirations of $115,000 in 2015, $385,000 in 2016, and $50,000 in 2017. On October 6, 2014, Associated entered into an agreement with Regions Bank to extend its current agreement to a maturity date of February 17, 2015. On December 29, 2014, Associated and Branch Banking and Trust Company (BB&T) entered into an agreement for a $50,000 unsecured three-year term credit facility. As of December 31, 2014 and 2013, Associated had $90,000 and $80,000 outstanding on the lines of credit bearing an interest rate of 0.97% and 1.07%, respectively. The interest rate is a variable rate with several reset options. Associated has an $850 standby letter of credit that is required by the United Mine Workers of America (UMWA). Annual maturities of long-term debt for the next five years are as follows: 2015 2016 2017 2018 2019 2020 Thereafter $ 84,061 65,599 77,959 92,675 80,511 1,495,919 $ 1,896,724 The terms of these debt agreements contain, among other provisions, requirements to maintain a minimum level of total margins and equities, current ratio and margin for interest ratio, and other financial ratios. Associated is in compliance with the terms of these agreements. (13) Deferred Regulatory Credits Regulatory credits are established for obligations to Associated’s customers based on actions of Associated’s Board of Directors. These amounts will be included in income in the year that they are applied to future costs or otherwise returned to members. At December 31, 2014 and 2013, deferred regulatory credits consisted of the following: Generation, environmental, and insurance reserve fund Member revenue subject to refund 1990 Clean Air Act Amendment reserve, net Regulatory liability for maintenance Deferred gain on hedging activities $ Less current portion of deferred regulatory credits Long-term deferred regulatory credits $ 2014 2013 157,921 24,561 8,485 — 572 157,921 72,000 14,222 3,582 1,728 191,539 249,453 (572) — 190,967 249,453 2014 ANNUAL REPORT 49 ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 Associated’s Board of Directors established a fund for costs to comply with federal environmental legislation, future generation expenditures, uninsured losses, and future unplanned power supply cost. This fund is referred to as the generation, environmental, and insurance reserve fund (GEIF). In 2014 and 2013, there were no additions into this fund and none of the funds previously deferred for this purpose were recognized in the statements of revenues and expenses. During 2014 and 2013, Associated’s Board of Directors designated $5,000 and $25,000 of this fund to be used for the purchase of the City of New Madrid power plant, respectively. Upon purchase, Associated will amortize into income this amount over the depreciable life of the asset (note 11). In 2009, a regulatory credit was recorded for amounts collected from members and deferred as a result of the Board of Directors designating these member collections in that year as being subject to refund. In 2014 and 2013, amounts collected from members in prior years were recognized as member revenues as a result of actions taken by the Board of Directors. The amount of such revenue recognized in 2014 and 2013 was $47,439 and 20,000, respectively. Total member collections recorded as a deferred regulatory credit was $24.561 and $72,000 at December 31, 2014 and 2013, respectively. These amounts are subject to future decisions that may be made by the Board of Directors. Associated previously incurred an obligation for future costs to comply with the 1990 Clean Air Act Amendments (the Act). This deferred regulatory credit is being amortized into member revenue on the statements of revenues and expenses in an amount equal to the amortization of the related costs that have been capitalized to comply with the Act. In 2014 and 2013, amortization was $5,737 and $5,773, respectively. Accumulated amortization was $203,841 and $198,104 at December 31, 2014 and 2013, respectively. In 2001, Associated incurred an obligation for maintenance of its simple cycle gas units based on the number of unit operational starts. The balance of the reserve will be amortized to income as these maintenance costs are incurred. In 2014, $3,582 in maintenance cost for the Holden power plant was incurred, which reduced the deferred credit balance from $3,582 at December 31, 2013 to $0 at December 31, 2014. Associated’s Board of Directors has established a policy to defer unrealized fair value gains and losses associated with hedging activities and recognize in rates only the current period settlement of these instruments. As of December 31, 2014 and 2013, Associated had deferred $572 and $1,728 of unrealized gains on hedging activities, respectively (note 17). The current portion of hedging activities is included as a current liability on the accompanying balance sheets and consists of $572 in unrealized gains on Financial Transmission Rights (FTRs) and Transmission Congestion Rights (TCRs) as of December 31, 2014. (14) Pension and Other Postretirement Benefits Associated participates in the NRECA Retirement and Security Plan (RS Plan). The legal name of the plan is the NRECA Retirement Security Plan; the employer identification number is 54-0116145 and the RS Plan number is 333. Plan information is available publicly through the annual Form 5500. The RS Plan year is January 1 through December 31. The RS Plan is a defined-benefit pension plan qualified under Section 401 and tax-exempt under Section 501(a) of the Internal Revenue Code. Contributions are required by a collective bargaining agreement, which expires on June 30, 2017. Employees hired on or after January 1, 2014, are not eligible to participate in the RS Plan. 50 2014 ANNUAL REPORT ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 In February 2013, Associated elected to make a prepayment of $37,087 to the RS Plan. Associated is amortizing this amount over 10 years. Associated’s total contributions to the RS Plan in 2014 and 2013 represented less than 5% of the total contributions made to the RS Plan by all participating employers. Associated’s total contribution to the Plan, including the prepayment, was $8,724 in 2014 and $50,064 in 2013. For the RS Plan, a “zone status” determination is not required and, therefore, not determined under the Pension Protection Act (PPA) of 2006. In addition, the accumulated benefit obligations and plan assets are not determined or allocated separately by an individual employer. In total, the RS Plan was over 80% funded on January 1, 2014 and January 1, 2013 based on the PPA funding target and PPA actuarial value of assets on those dates. Because the provisions of the PPA do not apply to the RS Plan, funding improvement plans and surcharges are not applicable. Future contribution requirements are determined each year as part of the actuarial valuation of the plan and may change as a result of plan experience. Substantially all of the employees of Associated participate in the NRECA Select RE Plan 401(k) plan (the 401(k) Plan). Under the 401(k) Plan, Associated contributes amounts not to exceed 2.5% of the employee’s full salary for nonrepresented and base pay for International Brotherhood of Electrical Workers, dependent on the employee’s level of participation for employees hired prior to January 1, 2014. For employees hired on or after January 1, 2014, Associated contributes amounts ranging from 6% to 13% depending on the employee’s contribution to the plan and years of service. Associated contributed $1,187 and $1,155 to the 401(k) Plan in 2014 and 2013, respectively. Associated has a deferred compensation plan that permits directors and certain employees to defer a portion of their compensation and accrue earnings on the deferred amounts. The assets of the plan are held in a rabbi trust and included in other restricted assets and other deferred liabilities. Associated provides noncontributory healthcare benefits to its retired UMWA employees and their eligible dependents (UMWA Plan). These employees became eligible for benefits upon reaching age 55 while working for Associated and having 20 years of credited service at retirement. Also eligible were UMWA retirees who had 10 years of credited service and were age 55 or older at termination from Associated. Associated has a standby letter of credit pledged as collateral (note 12). 2014 ANNUAL REPORT 51 ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 The UMWA Plan qualifies for the federal subsidy for prescription drug coverage under the Medicare Prescription Drug, Improvement, and Modernization Act of 2003. As such, an assumption regarding the subsidy is included in the actuarial valuation of the UMWA Plan. The effect of the subsidy on the accumulated pension benefit obligation as of December 31, 2014 was a reduction of $5,400, which serves to reduce the net periodic cost by $557 annually. 2014 Change in accumulated benefit obligation: Accumulated benefit obligation, beginning of year Interest cost Actuarial (gain) loss Benefit payments Medicare subsidy Accumulated benefit obligation, end of year Funded status: Accumulated benefit obligation Net liability recognized $ 26,941 1,165 5,333 (2,523) 156 42,412 1,500 (14,697) (2,440) 166 $ 31,072 26,941 $ (31,072) (26,941) $ (31,072) (26,941) 2014 Net periodic benefit cost: Interest cost Amortization of actuarial loss Total net periodic benefit cost Amounts recognized in the balance sheets consist of: Other current and accrued liabilities Other deferred liabilities Accumulated other comprehensive loss Amounts recognized in accumulated other comprehensive loss: Net actuarial loss Weighted average assumptions used to determine benefit obligation at December 31: Discount rate Weighted average assumptions used to determine net periodic benefit cost for the year ended December 31: Discount rate 52 2014 ANNUAL REPORT 2013 2013 $ 1,165 — 1,500 824 $ 1,165 2,324 $ (2,124) (28,948) 5,595 (2,212) (24,729) 261 $ (25,477) (26,680) $ 5,595 261 $ 5,595 261 3.61% 4.51% 4.51% 3.63% ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 For measurement purposes, a 5.1% annual rate of increase in medical and prescription cost trend rates was assumed for 2015 and 2016. The annual medical trend rate decreases over time to the ultimate trend rate after 2060 of 3.8%. The annual trend rate for vision expense was assumed to increase 5% per year through 2060. A 1.0% increase in assumed healthcare cost trend rates would increase total service and interest costs by $127 and increase the postretirement benefit obligation by $3,436. A 1.0% decrease in assumed healthcare cost trend rates would decrease total service and interest costs by $108 and decrease the postretirement benefit obligation by $2,908. Associated expects approximately $197 of the actuarial loss to be recognized as a component of net periodic benefit cost in 2015. Associated contributed $2,523 and $2,440 in 2014 and 2013, respectively, to the postretirement benefit plan. Based on actuarial projections, Associated expects to contribute $2,124 to the postretirement benefit plan in 2015. No discretionary contributions are planned in 2015. Estimated future benefit payments and subsidy receipts, which reflect expected future service, as appropriate, for each of the next five years and thereafter are as follows: Benefit payments 2015 2016 2017 2018 2019 2020–2026 Subsidy receipts $ 2,425 2,425 2,417 2,388 2,350 15,460 (301) (311) (318) (331) (337) (2,403) $ 27,465 (4,001) (15) Income Taxes Associated is subject to federal and state income taxes on nonpatronage sourced taxable income. A detail of the provision for income taxes in 2014 and 2013 is as follows: 2014 Current Federal State Change in valuation allowance Income taxes charged to operations 2013 Deferred Current Deferred $ — — — (31,994) (5,233) 37,227 — — — (39,817) (6,454) 46,271 $ — — — — Total income tax expense differs from the amounts computed by applying the federal statutory rate to pretax income primarily due to the patronage dividend deduction and changes in the valuation allowance. 2014 ANNUAL REPORT 53 ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 Deferred income taxes reflect the net tax effect of temporary differences between the financial statement and tax basis of assets and liabilities. Associated’s temporary differences relate primarily to operating loss carryforwards, accelerated depreciation for tax purposes, and other reserves deductible for tax purposes only when paid. The components of the net deferred income tax asset at December 31, 2014 and 2013 are as follows: Deferred tax asset: Net operating loss carryforwards Mine reserves AMT credit carryforwards Postretirement benefits Other $ Total deferred tax asset Deferred tax liability: Property related Deferred debits Total deferred tax liability Valuation allowance Net deferred tax liability $ 2014 2013 310,992 1,692 2,890 1,717 2,756 274,345 2,256 3,061 2,839 2,781 320,047 285,282 (12,079) (2,308) (13,884) (2,965) (14,387) (16,849) (305,660) (268,433) — — Associated has federal net operating loss carryforwards for income tax purposes of $830,187, which are available to offset future taxable income. If not utilized, these loss carryforwards expire between 2019 and 2034. Associated also has alternative minimum tax credit carryforwards for income tax purposes of $2,890, which are available to offset future taxes payable. The alternative minimum tax credits do not expire. A valuation allowance of $305,660 has been established primarily to reflect net operating loss carryforwards estimated to expire before utilization. The valuation allowance increased by $37,227 in 2014. Associated evaluates and accounts for uncertainty in income taxes in accordance with the authoritative accounting guidance for income taxes. This guidance outlines the requirements for the recognition and measurement of uncertainty in income tax positions. At December 31, 2014 and 2013, the Cooperative did not have any unrecognized tax benefits. (16) Fair Value Measurements Associated adopted the authoritative accounting guidance for fair value measurement and disclosures of financial instruments in 2008 and the provisions applicable to nonfinancial assets and liabilities as of January 1, 2009. 54 2014 ANNUAL REPORT ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 The guidance establishes a three-tiered fair value hierarchy for the inputs used to measure fair value. Level 1 inputs include observable inputs such as unadjusted quoted prices in an active market for identical assets or liabilities. Level 2 inputs are unadjusted quoted prices in an active market for similar assets and liabilities that are either directly or indirectly observable. Level 3 inputs are unobservable inputs for the assets and liabilities for which little or no market data exist, therefore, requiring Associated to develop its own estimates of fair value. Associated measures certain assets and liabilities at fair value on a recurring basis. The following table presents information regarding the method of valuation for assets and liabilities as of December 31, 2014: Fair value measurements at December 31, 2014 Assets: Long-term investments Derivative assets Liabilities: Derivative liabilities Quoted prices in active markets for identical assets or liabilities (Level 1) Significant other observable inputs (Level 2) Unobservable inputs (Level 3) $ 5,833 572 5,833 — — 572 — — $ 43,696 — 43,696 — The following table presents information regarding the method of valuation for the assets and liabilities as of December 31, 2013: Fair value measurements at December 31, 2013 Assets: Long-term investments Derivative assets Liabilities: Derivative liabilities Quoted prices in active markets for identical assets or liabilities (Level 1) Significant other observable inputs (Level 2) Unobservable inputs (Level 3) $ 5,316 1,728 5,316 — — 1,728 — — $ 11,409 — 11,409 — 2014 ANNUAL REPORT 55 ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 Available-for-sale securities reflected in Level 1 of the valuation hierarchy are measured at fair value each reporting period using quoted market prices on listed exchanges. The derivative instruments reflected in Level 2 of the valuation hierarchy include fixed-to-floating commodity swaps and a floating-to-fixed interest rate swap, which are valued based on published indexes for the respective contracts. Also included are FTRs and TCRs, which are valued based on monthly published auction prices for specific transmission paths. There were no transfers between Level 1 and 2 in 2014 or 2013. The estimated fair values of Associated’s financial instruments are as follows at December 31, 2014 and 2013: 2014 Restricted short-term investments Long-term investments Long-term debt Derivative assets Derivative liability $ Carrying amount 109,152 213,364 1,896,724 572 43,696 2013 Fair value Carrying amount Fair value 109,152 213,371 2,049,014 572 43,696 113,174 206,962 1,935,768 1,728 11,409 113,174 206,960 1,900,852 1,728 11,409 The method used to estimate the fair value of Associated’s long-term debt and investments is based on quoted market prices for the same or similar issues or on the current rates offered to the Cooperative for the debt of the same maturity. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value at December 31, 2014. (17) Derivative Instruments and Hedging Activities Associated uses derivative instruments to manage the risks associated with changes in interest rates, the price of diesel fuel used in the operation of its generating resource and congestion charges related to transmission activities. Contracts are evaluated under the guidelines of the accounting guidance for derivatives and hedging activities. All contracts that meet the definition of derivative instruments are recorded at fair value as an asset or liability. Fair value is determined based on indexes outlined in the derivative contracts. In November 2007, Associated entered into a floating-to-fixed interest rate swap. Changes in fair value were deferred by action of the Board of Directors as a regulatory item to be recovered through future rates. Only current period settlements of this instrument are included in earnings, which resulted in charges to interest expense of $2,482 and $2,457 in 2014 and 2013, respectively. At December 31, 2014 and 2013, derivative liabilities of $21,314 and $11,409 were recorded, respectively, within other current and accrued liabilities and other deferred liabilities. An asset, which represents the amount to be recovered through future rates, is included in deferred regulatory debits (note 10). 56 2014 ANNUAL REPORT ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 Associated has entered into a series of swap agreements for diesel fuel that are designed to manage the fuel price risk related to Associated’s coal delivery costs through 2016. In 2009, Associated’s Board of Directors established a policy to defer changes in fair value as a regulatory item to be recovered through future rates under the provisions of the Codification guidance for regulated operations. In 2014 and 2013, current period settlements resulted in a net addition and reduction in the cost of delivered coal of $1,951 and $1,169, respectively. At December 31, 2014 and 2013, a derivative asset of $0 and $1,728 was recorded within other current assets and other deferred assets as well as a derivative liability of $22,382 and $0, respectively, within other current and accrued liabilities and other deferred liabilities. Associated has obtained FTRs and TCRs that are designed to manage transmission congestion charges within a Regional Transmission Organization (RTO) through 2015. As described above, changes in fair value are recorded as deferred regulatory debits or credits, and current period settlements are included in earnings. In 2014, current period settlements resulted in a net reduction of transmission expense of $1,625. At December 31, 2014, a derivative asset of $572 was recorded within other current assets. Associated has determined that all other electricity-related and commodity purchase contracts qualifying as a derivative also qualify as normal purchases and sales, as defined in the FASB used authoritative guidance and, therefore, are exempt from the reporting requirements applicable to derivatives and hedging activities. (18) Commitments and Contingencies Associated has pledged investments, classified as held-to-maturity, for mine reclamation and self-insured workers’ compensation purposes. These securities are included in long-term investments. At December 31, 2014 and 2013, these securities amounted to $8,337 and $8,334, respectively. As of December 31, 2014, Associated has a commitment to purchase all of its coal requirements through 2025 from one coal supplier using an agreed-upon rate calculation mechanism that adjusts with market prices. Associated also has contracts with certain rail companies, whose contracts expire in 2020 to deliver this coal at agreed-upon rates. Associated has a commitment to pay a base transportation fee to the transporters of gas for the Dell, Essex, and Chouteau power plants through 2014, 2021, and 2041, respectively. Associated paid transportation fees of $3,738 and $4,141 in 2014 and 2013, respectively. Associated’s commitment to the transporters of gas at the Dell, Essex, and Chouteau power plants will be $3,612 for 2015 through 2019, and an average of $5,112 annually through 2041. Associated has commitments to provide power to its member cooperatives through 2050. Likewise, the member cooperatives are committed to purchase all of their power requirements from Associated through the same period. The agreements also provide that certain primary and secondary transmission facilities will be made available to Associated at Associated’s cost. Associated reimburses it members for these transmission related expense including depreciation, interest, and operating and maintenance costs. Expenses for these contracts in 2014 and 2013 totaled $66,474 and $64,548, respectively. 2014 ANNUAL REPORT 57 ASSOCIATED ELECTRIC COOPERATIVE INC. Notes to Financial Statements December 31, 2014 and 2013 Associated has a commitment to purchase the outputs from five wind farms. Associated does not have fixed cost obligations and pays only for the energy produced. These purchases are set at a contracted price for 20 and 25 years from inception of the contract. Associated purchased wind power at a cost of $94,201 and $89,400 in 2014 and 2013, respectively. Associated is a party to a number of electricity contracts that expire between 2031 and 2050. Expenditures for these contracts in 2014 and 2013 are as follows: capacity payments totaled $40,697 and $51,169, respectively; and energy payments totaled $50,123 and $50,748, respectively. Contract capacity payments for the 676 megawatts of contracted generation for the next five years are projected to be as follows: $40,481 in 2015; $39,720 in 2016, $41,011 in 2017; $42,250 in 2018; and $43,481 in 2019. Associated, as is common with other electric utilities, is subject to stringent environmental laws, rules, and regulations by federal, state, and local authorities with regard to air and water quality control, solid and hazardous waste disposal, hazardous material management, and toxic substance control. Pursuant to Sections 113 and 114 of the Clean Air Act, the U.S. Environmental Protection Agency (EPA) made requests for information to Associated in 2002, 2009, and 2012 regarding the maintenance of its coal fired electricity generation plants for the purpose of review by the EPA to determine whether Associated has complied with the new emitting source review requirements. Associated has provided responses to those requests. On June 15, 2011, Associated received a Notice of Violation (NOV) under Section 113(a)(1) of the Clean Air Act. Associated has provided all requested information to the EPA and the Department of Justice. Parties have discussed early resolution of the claims set forth in the NOV; but, to date, none has been reached. These new source review issues are the subject of significant political and litigation activity. At this point in time, it is not possible to estimate what effect, if any, this activity may have on Associated’s financial condition. Management believes that it is, and has been, in substantial compliance with all existing laws, rules, and regulations. (19) Subsequent Events Associated evaluates events that occur after the balance sheet date but before the issuance of financial statements to determine if recognition or disclosure of the financial impact of such events is required. There were no events occurring after December 31, 2014, and before February 10, 2015, which is the date the financial statements are available to be issued, that required recognition or disclosure. 58 2014 ANNUAL REPORT Associated relies on diverse power sources 2014 resources Associated’s coal-based power plants: MW capacity New Madrid Power Plant* ...................................................................1,200 Thomas Hill Energy Center .................................................................. 1,153 Associated dispatches this coal-based unit: KAMO Power’s portion of Grand River Dam Authority’s Unit 2 ............. 198 Associated’s combined-cycle, gas-based power plants: Chouteau Power Plant ........................................................................ 1,062 Dell Power Plant (dual fuel) ................................................................... 580 St. Francis Power Plant .......................................................................... 501 Associated’s peaking oil- and gas-based power plants: Essex Power Plant ................................................................................. 107 Holden Power Plant (dual fuel) ............................................................... 321 Nodaway Power Plant ........................................................................... 182 Unionville Power Plant (oil)** ................................................................... 45 Additional contracted power sources: Hydroelectric peaking power, Southwestern Power Administration ..... 478 Total .................................................................................................... 5,827 *The city of New Madrid owns the 600-MW Unit 1, which is operated by Associated under terms of an agreement with the city. **In 2014 Unionville oil-based plant was put in layup status. Associated has long-term purchase agreements to buy 750 MW of wind energy from four operating wind farms in Missouri, one in Kansas and one under construction in Oklahoma that are not included in its capacity above. 2814 S. Golden Ave., P.O. Box 754, Springfield, MO 65801-0754 417-881-1204, www.aeci.org EEO/AA Employer and Provider/Minorities/Females/Disabled/Veterans © 2015 Associated Electric Cooperative Inc. All rights reserved.