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TIN:
SCHEDULE O
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is atwww.irs.gov/form990.
OMB No. 1545-0047
2014
Open to Public
Inspection
Inspection
Name of the organization
DAIRYLAND POWER COOPERATIVE
Employer identification number
39-0233059
39-0233059
| Return Reference | Explanation |
|---|---|
| Form 990, Part IV, Line 12a | The consolidated financial statements include the accounts of Dairyland Power Cooperative and Dairyland's wholly owned subsidiary, Genoa FuelTech Inc. All significant intercompany balances and transactions have been eliminated in consolidation. |
| Form 990, Part VI, Section A, Line 1a | Dairyland's Board of Directors receive advice and recommendations for action from an Executive Committee, made up of members of the Board of Directors only. |
| Form 990, Part VI, Section A, Line 4 | Four Bylaw amendments were approved at the seventy-third meeting of the Members of Dairyland Power Cooperative on June 4th, 2014. The first Bylaw amendment eliminated the five cents per member fee referenced in Article VII, Section 3 of the Articles of Incorporation and in Article I, Section 2 and Article II, Section 5 of the Bylaws, and clarified the calculation of member votes in the referenced sections of the Articles and the Bylaws. As amended Article VII, Section 3, Article I, Section 2 and Article II, Section 5 states: "(Article VII, Section 3) Voting Rights: Each member of the Cooperative shall be entitled to one, and only one, vote at membership meetings except that a Class A member shall be entitled to cast one vote for each of its members to which it renders electric service, supplied at wholesale by Dairyland, as of the preceding May 1st, in the case of the annual meeting, or as of the first of the preceding whole month in the case of a special meeting. (Article I, Section 2) Membership Fee: The minimum membership fee in the Cooperative shall be ten dollars ($10.00). The balance of the membership fee, if any, shall be determined by, and paid upon call of the Board of Directors of this Cooperative. Payment of the minimum membership fee or the total fee determined as herein provided, which-ever shall be the greater, shall constitute full payment of the membership fee for the purpose of the issuance of the membership certificate as herein below provided... (Article II, Section 5) Voting. Each member of the Cooperative shall be entitled to one, and only one, vote at membership meetings except that a Class A member shall be entitled to cast one vote for each of its members to which it renders electric service, supplied at wholesale by the Cooperative, as of the preceding May 1st, in the case of the annual meeting, or as of the first of the preceding whole month in the case of a special meeting, subject to such requirements as the Board of Directors may establish for certification by a Class A member of the number of members that it serves. At the beginning of, or prior to each meeting of the members, each corporate member shall file with the Secretary of the Cooperative a certificate in writing executed by its President or Secretary under its corporate seal, or in such other form as the Cooperative may prescribe, stating the names of its representatives or delegates, and in the case of a member which is a Class A member cooperative association, stating the number of all its accepted members." The second group of amendments to Article III, Section 9 and 10, and wherever else a similar reference appeared in the Bylaws, replaced all references to the Rural Electrification Administration with updated reference to the Rural Utilities Service. The third amendment allowed more flexibility in setting agendas for member meetings and in conducting these meetings. As amended, Article II, Section 6, Meetings of Members states: "The items of business at the annual meeting of the members, and so far as possible at all other meetings of the members, shall generally include the following: 1) Report on registration and quorum; 2) Report on the notice of the meeting and proof of the due publication, mailing, or waiver thereof; 3) Taking of action on unapproved minutes of previous meetings of the members; and 4) Presentation and consideration of, and if appropriate acting upon, reports of officers, directors and committees." The fourth and final amendment allowed for electronic notice of regular or special Board meetings. As amended, Article IV, Sections 1 and 3 of the Bylaws state: "(Section 1) Regular Meetings. In the event that special circumstances make it advisable to change the date of or dispense with any such regular Board meeting, the Chairman shall have the power to do so, provided that notice of the new date is mailed to, or is sent electronically by a means that confirms receipt by, each director not less than five days prior to the holding of the meeting. (Section 3) Notice. Notice of the time, place and purpose of any special meeting of the Board of Directors shall be given to each director at least five days previous thereto, by written notice, delivered personally, delivered electronically by a means that confirms receipt, or mailed, to the director at his or her last known address." |
| Form 990, Part VI, Section A, Line 6 | Dairyland Power Cooperative provides wholesale electric service and other services to five classes of members (A, B, C, D and E). |
| Form 990, Part VI, Section A, Line 7a | Member control of Dairyland is vested in its Board of Directors, consisting of representatives from each of the 25 Class A member distribution cooperatives and a representative of the Class B members. Each director is nominated by his or her member cooperative, and then elected by Dairyland's membership at Dairyland's annual meeting in June to serve a one-year term. |
| Form 990, Part VI, Section A, Line 7b | Pursuant to Dairyland's Bylaws, the Board of Directors is charged with directing the management of the Cooperative. The Bylaws provide for the Board to be advised by a technical advisory committee consisting of the managers of the member distribution cooperatives. Member approval is required for amendments to the Articles of Incorporation or Bylaws, for merger or consolidation, or for sale of more than 10% of the Cooperative's property. |
| Form 990, Part VI, Section B, Line 11b | Prior to filing the Form 990, approval of the draft return was obtained at the July 15, 2015 meeting of the Board of Directors' Audit & Risk Management Committee. The Committee then presented its report on the return to the full Board at its July 17, 2015 meeting. A copy of the draft return was provided to each board member. Following approval by the Board, the Form 990 was finalized and filed. |
| Form 990, Part VI, Section B, Line 12c | During June of each year, each director on the newly-elected Board is given a copy of Dairyland's Board Policy #46, Business Ethics, and a Business Ethics disclosure report to be completed in accordance with the Policy. A similar disclosure report is given to all Dairyland employees in January of each year. Each Director's completed report is reviewed by the Chairman of the Audit & Risk Management Committee. Any questions are reviewed by Dairyland's outside General Counsel. Any unique responses are presented to the full Committee in executive session. Each employee's report is reviewed by the Vice President of Human Resources. Her report, the report of the President and CEO, and the report of any other employee containing any unique responses are reviewed by the Chairman of the Audit & Risk Management Committee and General Counsel, and as appropriate by the full Committee. |
| Form 990, Part VI, Section B, Line 15 | For the President and CEO, the Vice President of Human Resources conducts a salary survey of similar Generation & Transmission Cooperatives. The results of the survey, current salary and salary history for the President and CEO, and the results of the Directors' performance evaluation of the President and CEO, are presented to the Executive Committee and in turn to the full Board. The Executive Committee reviews all pertinent information and then presents its recommendation to the Board in executive session, for action by the Board. For the tax year covered by this return, this process was completed in September of 2014. For Senior Staff/Key Employees, the Vice President of Human Resources conducts a similar survey. The results of the survey, along with current and previous salary information, are presented to the President and CEO. Based on the information provided, the President and CEO determines the applicable compensation for each Key Employee. They included Vice President of Generation, Vice President and CFO, Vice President of Power Delivery, Vice President of Human Resources, Vice President of Strategic Planning, and Vice President of External and Member Relations. For the tax year covered by this return, this was done in September of 2014. The Senior Staff/Key Employees did receive compensation increases in October of 2014. |
| Form 990, Part VI, Section B, Line 16b | Election Pursuant to Code. Sec 761 to be Wholly Excluded from the Partnership Rules of Subchapter K for tax year ended December 31, 2014. The co-owners of the Weston 4 Generating Station under the Joint Plant Agreement (the Agreement) dated November 23, 2004, hereby elect to be excluded from the application of all the provisions of Subchapter K effective for the tax year ending December 31, 2014, to the return for which year this statement is attached. Qualification for the election is based on meeting the requirements of Reg. Sec. 1.761-2a2 and Reg. Sec. 1.761-2a3. All owners elect that the Weston 4 Generating Station be excluded from all provisions of Subchapter K. The names, addresses and employer identification numbers of the co-owners are: Wisconsin Public Service Corporation, c/o James Schott, CFO, 700 N Adams Street, Green Bay, WI 54307-9001, EIN: 39-0715160 and Dairyland Power Cooperative, c/o Phillip Moilien, Vice President and CFO, PO Box 817, La Crosse, WI 54602-0817, EIN: 39-0233059. |
| Form 990, Part VI, Section C, Line 19 | Dairyland Power Cooperative makes its governing documents, conflict of interest policy, and financial statements available upon request to the public. |
| Form 990, Part VII, Section A, Line 1a | Members of the Board of Directors of Dairyland serve annual terms that run from the annual meeting of members in June of the year of election to the annual meeting in June of the following year. All average hours worked per week were based on a separate questionnaire, specific to the Form 990 filing, that was completed by all directors, officers, key employees and highly compensated employees. Barbara A Nick was hired as of December 29th, 2014 to replace William L Berg as President and CEO. William Berg's official retirement date was February 2nd, 2015. |
| Form 990, Part VIII, Line 2a - 2e | Other operating revenue primarily includes revenue from transmission service and is recorded as services are provided. During 2014, Dairyland's Board of Directors implemented a revenue deferral plan which was approved by the Rural Utilities Service in February of 2015. Other operating revenue for 2014 was reduced by $2,200,000 which will be deferred into 2015 revenue recognition. |
| Form 990, Part VIII, Line 3 | Included in the $5,516,601 is an investment loss, including fund expenses, on nuclear decommissioning funds of $513,373 recorded as decommissioning liabilities of $513,373. |
| Form 990, Part IX, Line 4 | Dairyland Power Cooperative's Board of Directors has adopted a policy of retiring capital credits allocated to members on a first-in, first-out basis. As part of an equity development strategy adopted in 2003, patronage capital retired will be limited to no greater than 2% of the total assigned patronage capital balance as of December 31 of the prior year. Accordingly, $3,408,995 was retired in 2014. Implementation of this policy is subject to annual review and approval by the Board of Directors and the RUS, and no cash retirements are to be made which would impair the financial condition of the Cooperative or violate any terms of its agreements. Since 2003, the amount of nonoperating margins assigned to members each year is at the discretion of the Board of Directors. Any unassigned nonoperating margins will become unallocated reserves and part of permanent equity. Patronage capital as of December 31, 2014 included 2014 margins allocated/assignable of $15,782,952 and unallocated reserves of $7,080,399. It is our interpretation of federal cooperative tax law to report capital credits allocated during the tax year of $15,782,952 on Form 990, Part IX, Line 4. |
| Form 990, Part IX, Line 24a - 24d | Dairyland Power is a 501(c)12 electric generation and transmission cooperative association organized under the laws of WI and MN. The Cooperative, whose principal offices are located in Wisconsin, provides wholesale electric service to Class A members engaged in the retail sale of electricity to member consumers located in WI, MN, IA and IL and provides electric and other services to Class B, C, D, and E members, all on a cooperative, not-for-profit basis. Dairyland Power Cooperative is under the jurisdiction of the Rural Utilities Service, which requires Dairyland's accounting records to be maintained, with minor modifications, in accordance with the Uniform System of Accounts for Public Utilities, as prescribed by the Federal Energy Regulatory Commission (F.E.R.C.). Because of this, we do not have our expenses grouped by function as shown on the Form 990. |
| Form 990, Part X, Line 15 | Dairyland Power Cooperative's accounting policies and the consolidated financial statements conform to accounting principles generally accepted in the United States of America applicable to electric cooperatives. During 2014, the Cooperative established a regulatory asset in the amount of $18.6 million related to unrecovered plant balances upon closure of the Alma 4 & 5 generating stations. This will be amortized through rates over 10 years beginning in 2015 with the expected 2015 portion included in other current assets. During 2013, the Cooperative established a regulatory asset of $16.7 million for increased estimated costs in the nuclear decommissioning liability. The amortization of this regulatory asset will be deferred pending the outcome of the second nuclear contract damages claim with the U.S. Government and Department of Energy. The regulatory asset, created in 2013, of $3.7 million related to the estimated costs of a special retirement plan to be offered to certain age-eligible employees at specific Cooperative locations in 2014 was expensed in 2014. |
| Form 990, Part XI, Line 9 | Other change in net assets or fund balance is a result of: a change in membership fees of -$14,143, patronage capital-retired of -$3,408,995, accumulated other comprehensive income of -$378,911, allocation of capital credits for 2014 of $15,782,952. |
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2014
Additional Data
| Software ID: | 14000267 |
| Software Version: | v1.00 |