2023-11-14T12:58:23-06:00 2022-12-31 346565596 ERNST & YOUNG 100 NORTH TYRON STREET 3800 CHARLOTTE NC 28202 990 2022-01-01 237048405 OLD DOMINION ELECTRIC COOPERATIVE OLDD 8047470592 4201 DOMINION BOULEVARD SUITE 300 GLEN ALLEN VA 23060 BRYAN S ROGERS SR. VP & CFO 8047470592 2023-11-14 1 BRYAN ROGERS 999009999 1 CHRISTOPHER BOGGS P00032493 7043726300 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z MARCUS M HARRIS 4201 DOMINION BOULEVARD SUITE 300 GLEN ALLEN VA 23060 1012169427 0 X WWW.ODEC.COM X 1948 VA PROVIDE WHOLESALE POWER TO MEMBER COOPERATIVES 22 22 152 0 0 0 0 0 780639871 1005309281 20178996 6787460 623420 69787 801442287 1012166528 187417 233573 20046539 11305480 20982637 20912144 0 0 0 755237150 974688054 796453743 1007139251 4988544 5027277 2169039010 2198477737 1704262052 1722395296 464776958 476082441 PROVIDE WHOLESALE POWER TO MEMBER COOPERATIVES 0 0 OLD DOMINION IS A NOT-FOR-PROFIT WHOLESALE POWER SUPPLY COOPERATIVE ENGAGED IN THE BUSINESS OF PROVIDING WHOLESALE ELECTRIC SERVICE TO ITS MEMBER COOPERATIVES. 0 0 1 0 0 0 0 0 0 1 1 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 1 77 0 1 152 1 0 0 0 0 0 1009882713 153054530 0 0 0 X 22 22 0 0 0 0 1 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 VA IN X BRYAN ROGERS 8049684035 4201 DOMINION BOULEVARD GLEN ALLEN VA 23060 STEVE HARMON VICE CHAIRMAN 6.00 X X 0 0 0 MICHEAL E MALANDRO SECRETARY/TREASURER 6.00 X X 0 0 0 GREGORY S ROGERS BOARD MEMBER 6.00 X 0 0 0 PAUL BROWN BOARD MEMBER 9.00 X 49200 0 0 JOHN J BURKE JR BOARD MEMBER 6.00 X 50950 0 0 DARLENE CARPENTER BOARD MEMBER - ENDED 7/2022 6.00 X 28450 0 0 EARL CURRIN BOARD MEMBER 7.00 X 49700 0 0 E GARRISON DRUMMOND BOARD MEMBER 6.00 X 49700 0 0 JEFFREY S EDWARDS BOARD MEMBER - ENDED 7/2022 6.00 X 0 0 0 JASON C LOEHR BOARD MEMBER - STARTED 8/2022 6.00 X 0 0 0 CHAD N FOWLER BOARD MEMBER 6.00 X 49200 0 0 HUNTER R GREENLAW JR BOARD MEMBER 6.00 X 49200 0 0 JOHN D HEWA JR BOARD MEMBER 6.00 X 0 0 0 BRADLEY H HICKS BOARD MEMBER 6.00 X 0 0 0 DAVID J JONES BOARD MEMBER 6.00 X 50200 0 0 JOHN C LEE JR CHAIRMAN 6.50 X X 0 0 0 CARY J LOGAN JR BOARD MEMBER 6.00 X 0 0 0 SUZANNE S OBENSHAIN BOARD MEMBER 6.00 X 49200 0 0 KEITH L SWISHER BOARD MEMBER 6.00 X 49200 0 0 BELVIN WILLIAMSON JR BOARD MEMBER 6.00 X 0 0 0 CHRISTOPHER S BOTULINSKI BOARD MEMBER - ENDED 5/2022 6.00 X 0 0 0 WILLIAM K BUCHANAN BOARD MEMBER - STARTED 5/2022 6.00 X 0 0 0 MICHAEL K BROWN BOARD MEMBER 6.00 X 49200 0 0 GREGORY J STARHEIM BOARD MEMBER - ENDED 11/2022 6.00 X 0 0 0 ROBERT A BOOK II BOARD MEMBER - STARTED 12/2022 6.00 X 0 0 0 JESSIE R THOMAS BOARD MEMBER - STARTED 7/2022 6.00 X 21000 0 0 MARCUS M HARRIS PRESIDENT & CEO 40.00 X 955269 0 652094 BRYAN S ROGERS SR. VP & CFO 40.00 X 359292 0 478150 DALE R BEAM SR. VP POWER SUPPLY 40.00 X 127981 0 183167 CHRISTOPHER F COSBY SR. VP POWER SUPPLY 40.00 X 289801 0 159063 MICHEAL L HERN GENERAL COUNSEL 40.00 X 331090 0 201480 KIRK D JOHNSON SR VP MEMBER ENGAGEMENT 40.00 X 350263 0 231079 CYNTHIA B ARMSTRONG VP HUMAN RESOURCES 40.00 X 225574 0 165233 TODD T BRICKHOUSE VP & TREASURER 40.00 X 110579 0 79510 PETER F GALLINI VP POWER SUPPLY 40.00 X 263755 0 240338 CHARLES B DAVIS VP OPERATIONS AND ASSET MG 40.00 X 240583 0 167298 ALLYSON PITTMAN VP & CONTROLLER 40.00 X 226358 0 201312 4025745 0 2758724 102 0 1 0 MITSUBISHI POWER AMERICAS INC 400 COLONIAL CENTER PARKWAY SUITE LAKE MARY FL 32746 POWER PLANT EQUIPMENT REPAIR 12036895 ACES POWER MARKETING 4140 W 99TH STREET CARMEL IN 46032 ENERGY MANAGEMENT 2363325 KEYSTONE INDUSTRIAL SERVICES INC 300 ORCHARD DRIVE CRANBERRY TOWNSHIP PA 16066 INDUSTRIAL CONTRACTOR 1271785 THOMPSON COBURN LLP 1909 K STREET NW 600 WASHINGTON DC 20006 LEGAL SERVICES 1068160 RICHARDSON-WAYLAND ELECTRICAL CO 2003 RUSSELL AVE SW ROANOKE VA 24015 TRANSMISSION CONSTRUCTION 718549 44 OPERATING REV - MEMBER 424000 979882709 979882709 OP. REV. - NON-MEMBER 424000 25426572 25426572 1005309281 4690424 4690424 2099935 2899 2097036 2097036 2097036 MISC. NON-OPERATING INC 900099 60049 60049 ACES 900099 9738 9738 69787 1012166528 1005369330 0 6797198 X 233573 11305480 4863929 10738120 2423617 1363137 1523341 1529033 387000 45500 4893711 1299304 411815 167681 498490 55577601 68769991 885217 POWER COSTS 535438316 PROD & MAINT - FOSSIL F 184220761 PROD & MAINT - MAINTENA 69946856 PROD & MAINT - NOX ALLO 21479572 29137206 1007139251 13028906 367935 89014815 8572022 76859826 148389791 61807989 100964364 93409233 204547405 2767210455 1259274128 1555899381 1507936327 279018860 227699893 2169039010 2198477737 201825771 282206718 1069799945 1021207638 50000000 432636336 368980940 1704262052 1722395296 X 0 0 0 0 464776958 476082441 464776958 476082441 2169039010 2198477737 X 5027277 6278206 X 0 1 X 1 0 45500 45500 45500 1 ACRE 4301 WILSON BOULEVARD ARLINGTON VA 22203 546134963 45500 PART I-A, LINE 1: OLD DOMINION ELECTRIC COOPERATIVE (ODEC) ENGAGES WITH OUR GOVERNMENT AT THE LOCAL, STATE AND FEDERAL LEVELS ON VARIOUS ISSUES INCLUDING BUT NOT LIMITED TO REGULATIONS, POLICIES AND LEGISLATION THAT WOULD HARM OUR INDUSTRY, MAKE GENERATION OF ELECTRICITY COST MORE OR AFFECT RELIABILITY. ODEC SPEAKS DIRECTLY TO AGENCY STAFF, ADMINISTRATORS AND LEGISLATORS ABOUT THE IMPACTS OF LEGISLATION AND REGULATION ON OUR MEMBER OWNERS. 45481616 45481616 282796701 160125037 122671664 937500 701997 235503 2233978025 936874313 1297103712 204016613 161572781 42443832 1507936327 CAPITAL TERM CERTIFICATES 41933 C DECOMMISSIONING FUND 225263155 F HOMESTEAD FUND - DEFERRED COMP PLAN 279073 F COBANK STOCK 110897 C INVESTMENT ACES - BOOKED AT COST 1305529 C INVESTMENT NRCO 69353 C INVESTMENT IN RHI - COMMON STOCK 629953 C 227699893 OTHER DEFERRED CREDITS 11505224 UNAMORT GAIN REACQUISITION - 93A 2023 54320 OTHER REGULATORY LIABILITY - FAS 143 68802927 ASSET RETIREMENT OBLIGATION 190670492 REG LIAB - DECOMMISSION MTM 44357135 REG LIAB - DERIVATIVES 48738330 NYMEX MARG ACCT 4852512 368980940 X PART X, LINE 2: AS A NOT-FOR-PROFIT ELECTRIC COOPERATIVE, WE ARE CURRENTLY EXEMPT FROM FEDERAL INCOME TAXATION UNDER IRC SECTION 501(C)(12), AND WE INTEND TO CONTINUE TO OPERATE IN THIS MANNER. BASED ON OUR ASSESSMENT AND EVALUATIONS OF RELEVANT AUTHORITY, WE BELIEVE WE COULD SUSTAIN TREATMENT AS A TAX-EXEMPT UTILITY IN THE EVENT OF A CHALLENGE OF OUR TAX STATUS. ACCORDINGLY, NO PROVISION FOR INCOME TAXES HAS BEEN RECORDED BASED ON ODEC'S OPERATIONS IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS. 0 LOUISA COUNTY HIGH SCHOOL 757 DAVIS HIGHWAY MINERAL VA 23117 546001399 501(C)(3) 6500 0 SCHOLARSHIPS & EQUPMENT HABITAT FOR HUMANITY SUSQUEHANNA 205 S HAYS STREET BEL AIR MD 21014 521848933 501(C)(3) 12500 0 GENERAL SUPPORT YOUTH EMPOWERMENT SOURCE INC 140 MAFFITT STREET ELKTON MD 21921 472027845 501(C)(3) 6000 0 GENERAL SUPPORT BOYS & GIRLS CLUB OF CECIL COUNTY PO BOX 1737 ELKTON MD 21922 522190263 501(C)(3) 22500 0 GENERAL SUPPORT CECIL COUNTY PUBLIC LIBRARY FOUNDATION 301 NEWARK AVE ELKTON MD 21921 526049235 501(C)(3) 8500 0 GENERAL SUPPORT 5 0 X X X 0 1 0 MARCUS M HARRIS PRESIDENT & CEO 945035 0 0 0 10234 0 619473 0 32621 0 1607363 0 0 0 BRYAN S ROGERS SR. VP & CFO 356604 0 0 0 2688 0 450597 0 27553 0 837442 0 0 0 KIRK D JOHNSON SR VP MEMBER ENGAGEMENT 347417 0 0 0 2846 0 201296 0 29783 0 581342 0 0 0 MICHEAL L HERN GENERAL COUNSEL 322281 0 0 0 8809 0 176710 0 24770 0 532570 0 0 0 PETER F GALLINI VP POWER SUPPLY 258401 0 2000 0 3354 0 212536 0 27802 0 504093 0 0 0 CHRISTOPHER F COSBY SR. VP POWER SUPPLY 287983 0 0 0 1818 0 127642 0 31421 0 448864 0 0 0 ALLYSON PITTMAN VP & CONTROLLER 224047 0 0 0 2311 0 169991 0 31321 0 427670 0 0 0 CHARLES B DAVIS VP OPERATIONS AND ASSET MG 233163 0 0 0 7420 0 139778 0 27520 0 407881 0 0 0 CYNTHIA B ARMSTRONG VP HUMAN RESOURCES 219262 0 0 0 6312 0 149283 0 15950 0 390807 0 0 0 DALE R BEAM SR. VP POWER SUPPLY 125878 0 0 0 2103 0 179236 0 3931 0 311148 0 0 0 TODD T BRICKHOUSE VP & TREASURER 109697 0 0 0 882 0 79510 0 0 0 190089 0 0 0 PART I, LINE 4B IN 2018, IN CONNECTION WITH THE EXECUTION OF THE EMPLOYMENT AGREEMENT WITH MR. HARRIS, WE ADOPTED THE DEFERRED COMPENSATION PLAN FOR THE PURPOSE OF PROVIDING SUPPLEMENTAL DEFERRED COMPENSATION TO MR. HARRIS IN AN AMOUNT WITHIN THE STATUTORY MAXIMUMS PERMITTED UNDER IRC SECTION 457. THE DEFERRED COMPENSATION PLAN IS RESTRICTED TO THOSE EXECUTIVE EMPLOYEES DESIGNATED BY OUR BOARD OF DIRECTORS WHO ARE GENERALLY RESPONSIBLE FOR ONGOING OPERATIONS, RESPONSIBLE FOR AND HAVE GENERAL SUPERVISION OVER THE OVERALL FINANCIAL CONDITION, RESPONSIBLE FOR SETTING AND EXECUTING OVERALL CORPORATE POLICIES AND PRACTICES, AND RESPONSIBLE FOR SUPERVISING LARGE NUMBERS OF EMPLOYEES AND WHO ELECT TO PARTICIPATE IN THE DEFERRED COMPENSATION PLAN BY AGREEING TO A DEFERRAL OF A PORTION OF THEIR CURRENT COMPENSATION. CURRENTLY, MR. HARRIS AND MR. COSBY ARE THE ONLY PARTICIPANTS IN THE DEFERRED COMPENSATION PLAN. CONTRIBUTIONS OF $20,500 AND $15,228 WERE MADE TO THE PLAN IN 2022, RESPECTIVELY. FORM 990, PART VI, SECTION A, LINE 6 OLD DOMINION ELECTRIC COOPERATIVE IS A COOPERATIVE OWNED BY 11 MEMBERS. NO MEMBER OWNS MORE THAN 50%. FORM 990, PART VI, SECTION B, LINE 11B A FINAL DRAFT OF THE 990 IS PROVIDED TO THE BOARD OF DIRECTORS FOR REVIEW. THE 990 IS REVIEWED BY AN OFFICER OF THE ORGANIZATION BEFORE FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST POLICY IS INCLUDED IN THE COMPANY'S CODE OF ETHICS, WHICH IS SIGNED BY ALL EMPLOYEES AND BOARD MEMBERS. GENERAL COUNSEL SERVES AS THE COMPLIANCE OFFICER TO ADMINISTER THE CODE OF ETHICS. WHEN CONTACTED, THE COMPLIANCE OFFICER IS OBLIGATED TO RECORD ANY REPORT ALLEGING A VIOLATION OF THE CODE AND TO TAKE EFFECTIVE STEPS TO INVESTIGATE SUCH REPORT. PERIODICALLY, AS DETERMINED AND REQUESTED BY THE PRESIDENT/CEO, THE COMPLIANCE OFFICER WILL SUBMIT A MEMORANDUM OUTLINING THE COMPLAINTS HE HAS RECEIVED FOR THAT PERIOD, THE RESULTS OF ALL INVESTIGATIONS, AND RECOMMENDATIONS FOR REMEDIAL ACTION. FORM 990, PART VI, SECTION B, LINE 15 GENERAL PHILOSOPHY OUR COMPENSATION PHILOSOPHY HAS FOUR OBJECTIVES: 1. ATTRACT AND RETAIN A QUALIFIED, DIVERSE WORKFORCE THROUGH A COMPETITIVE COMPENSATION PROGRAM; 2. PROVIDE EQUITABLE AND FAIR COMPENSATION; 3. SUPPORT OUR BUSINESS STRATEGY; AND 4. ENSURE COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. TOTAL COMPENSATION PACKAGE WE COMPENSATE OUR CEO THROUGH THE USE OF A TOTAL COMPENSATION PACKAGE WHICH INCLUDES BASE SALARY, COMPETITIVE BENEFITS, AND THE POTENTIAL OF A BONUS. OUR CEO'S BASE SALARY IS DERIVED FROM THIRD PARTY MARKET DATA BASED UPON NATIONAL COMPENSATION SURVEYS. THE NATIONAL COMPENSATION SURVEY DATA INCLUDES DATA FROM THE LABOR MARKET FOR POSITIONS OF SIMILAR RESPONSIBILITIES. THE COMPENSATION OF OUR CEO IS REVIEWED BY THE EXECUTIVE COMMITTEE OF OUR BOARD OF DIRECTORS AND THEY PROVIDE A RECOMMENDATION TO OUR ENTIRE BOARD OF DIRECTORS. THE ENTIRE BOARD OF DIRECTORS APPROVES OUR CEO'S COMPENSATION. WE COMPENSATE OUR OTHER SENIOR MANAGEMENT THROUGH THE USE OF A TOTAL COMPENSATION PACKAGE WHICH INCLUDES BASE SALARY, COMPETITIVE BENEFITS, AND THE POTENTIAL OF A BONUS. THEIR ANNUAL SALARY IS ALSO DERIVED FROM THIRD PARTY MARKET DATA BASED UPON NATIONAL COMPENSATION SURVEYS AND INCLUDES DATA FROM THE LABOR MARKET FOR POSITIONS OF SIMILAR RESPONSIBILITIES. TARGETED OVERALL COMPENSATION OUR COMPENSATION PROGRAM UTILIZES ACCURATE, DETAILED JOB DESCRIPTIONS FOR ALL OF OUR EMPLOYEES, INCLUDING SENIOR MANAGEMENT WITH THE EXCEPTION OF THE CEO, AS AN INSTRUMENT TO ESTABLISH BENCHMARKED POSITIONS. THE MARKET COMPENSATION INFORMATION FOR EACH POSITION IS DERIVED FROM SALARY DATA PROVIDED BY THIRD PARTIES THROUGH NATIONAL SURVEYS AND INCLUDES SALARY DATA FOR POSITIONS WITHIN THE DETERMINED COMPETITIVE LABOR MARKET. OUR JOB DESCRIPTIONS ARE REVIEWED ANNUALLY AND INCLUDE ESSENTIAL AND NON-ESSENTIAL RESPONSIBILITIES, REQUIRED KNOWLEDGE, SKILLS AND ABILITIES, FORMAL EDUCATION AND EXPERIENCE NECESSARY TO ACCOMPLISH THE REQUIREMENTS OF THE POSITION WHICH IN TURN HELPS US ACHIEVE OPERATIONAL GOALS. UTILIZING THIS INFORMATION, OUR HUMAN RESOURCES DEPARTMENT DETERMINES A MARKET-BASED SALARY FOR EACH POSITION BASED UPON SALARY SURVEY DATA PROVIDED BY THIRD PARTIES. A THIRD-PARTY CONSULTANT REVIEWS THE MARKET-BASED SALARY DATA WE COMPILED FOR REASONABLENESS AND FAIRNESS ANNUALLY. OUR BOARD OF DIRECTORS HAS DEFINED MARKET-BASED SALARY AS APPROXIMATELY 95% TO 100% OF THE 50TH PERCENTILE OF THE MARKET, EXCLUDING NEW HIRES THAT MAY BE HIRED AT 90% OF THE 50TH PERCENTILE OF MARKET UNTIL A LEARNING PERIOD IS COMPLETE. PROCESS OUR BOARD OF DIRECTORS HAS DELEGATED TO OUR CEO THE AUTHORITY TO ESTABLISH AND ADJUST COMPENSATION FOR ALL EMPLOYEES OTHER THAN HIMSELF. WE HAVE A SUB-COMMITTEE OF OUR BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE, WHICH RECOMMENDS COMPENSATION FOR OUR CEO TO THE ENTIRE BOARD OF DIRECTORS AND THE ENTIRE BOARD OF DIRECTORS APPROVES THE COMPENSATION. THE COMPENSATION FOR ALL OTHER EMPLOYEES, INCLUDING MEMBERS OF SENIOR MANAGEMENT OTHER THAN THE CEO, IS APPROVED BY OUR CEO BASED UPON MARKET-BASED SALARY DATA. ON AN ANNUAL BASIS OUR BOARD OF DIRECTORS REVIEWS THE PERFORMANCE AND COMPENSATION OF OUR CEO AND OUR CEO REVIEWS THE PERFORMANCE AND COMPENSATION OF THE REMAINING SENIOR MANAGEMENT. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 4: LINE 4 CONTAINS CAPITAL CREDITS ALLOCATED TO OUR MEMBERS. FORM 990, PART XI, LINE 9: CLOVER BOOK DEPRECIATION FOR FULL YEAR -5,310,360. FEDERAL INCOME TAX 1120-POL -8,547. BOOK/TAX DIFFERENCES FROM PARTNERSHIP -20,607. TAX AMORTIZATION OF REA PREPAYMENT 312,240. PATRONAGE DIVIDENDS - MEMBERSHIP BENEFIT 11,305,480. FORM 990, PART I, LINE 3 AND PART VI, LINE 1A: ODEC IS GOVERNED BY A BOARD OF 22 DIRECTORS, CONSISTING OF TWO REPRESENTATIVES FROM EACH OF OUR MEMBER DISTRIBUTION COOPERATIVES AND ONE REPRESENTATIVE FROM TEC TRADING INC, ITS CLASS B MEMBER. THE CHAIRMAN OF THE BOARD CASTS 2 VOTES, ONE FOR HIS COOPERATIVE AND ONE FOR TEC. TEC TRADING INC 4201 DOMINION BOULEVARD SUITE 300 GLEN ALLEN VA 23060 542040896 ELEC POWER DISTRIBUTION VA C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0