2011 WFEC Annual Report - Western Farmers Electric Cooperative
2011 WFEC Annual Report - Western Farmers Electric Cooperative
2011 WFEC Annual Report - Western Farmers Electric Cooperative
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G e n e r a t i n g<br />
Through Time<br />
<strong>2011</strong> <strong>Annual</strong> <strong>Report</strong><br />
wfec<br />
western farmers<br />
electric cooperative<br />
A Touchstone Energy ® <strong>Cooperative</strong><br />
1
Kansas<br />
Northwestern<br />
Alfalfa<br />
Kay<br />
Oklahoma<br />
Cimarron<br />
Texas<br />
Northfork<br />
Harmon<br />
Kiwash<br />
South-<br />
west<br />
Rural<br />
Caddo<br />
Cotton<br />
Oklahoma<br />
Rural<br />
Red River<br />
Valley Rural<br />
Canadian<br />
Valley<br />
People’s<br />
East Central<br />
Oklahoma<br />
Southeastern<br />
Kiamichi<br />
Choctaw<br />
New Mexico<br />
Cen<br />
tral<br />
Valley<br />
<strong>Farmers</strong>’<br />
Roo<br />
sevelt<br />
County<br />
Lea<br />
Cou<br />
nty<br />
<strong>WFEC</strong><br />
Service<br />
Area<br />
<strong>WFEC</strong> provides essential electric service to<br />
23 member cooperatives, Altus Air Force<br />
Base and other power users. These members<br />
are located primarily in Oklahoma and<br />
New Mexico, with some service territories<br />
extending into portions of Texas and<br />
Kansas. <strong>WFEC</strong> crews operate and maintain<br />
over 3,650 miles of transmission line and<br />
329 sub and switch stations across this<br />
service territory.<br />
2 Generating<br />
Through Time
About <strong>WFEC</strong><br />
<strong>Western</strong> <strong>Farmers</strong> <strong>Electric</strong> <strong>Cooperative</strong> (<strong>WFEC</strong>) is a generation and transmission (G&T)<br />
cooperative that provides essential electric service to 23 member cooperatives, Altus Air Force<br />
Base and other power users. These members are located primarily in Oklahoma and New<br />
Mexico, with some service territories extending into portions of Texas and Kansas.<br />
Organized in 1941, <strong>WFEC</strong> marked its 70th year of operation in <strong>2011</strong>. The G&T was formed when<br />
western Oklahoma rural electric distribution cooperatives found it necessary to secure an adequate power<br />
supply at rates farmers and rural industrial developers could afford.<br />
<strong>WFEC</strong> has five generating facilities located at Mooreland, Anadarko and Hugo, and a total power<br />
capacity of more than 1,700 megawatts (MW) when purchased hydropower is included. <strong>WFEC</strong> owns<br />
and maintains approximately 3,650 miles of transmission line to 272 substations and 57 switch stations.<br />
<strong>WFEC</strong> maintains a well-balanced and diversified portfolio of generation resources that includes<br />
owned facilities and capacity and energy provided through purchase power agreements. These resources<br />
reflect a mix of technologies and fuel types, including one of the state’s largest renewable energy<br />
portfolios. The diversity in <strong>WFEC</strong>’s generation mix helps reduce exposure to changing market conditions,<br />
helping to keep rates competitive.<br />
<strong>WFEC</strong> is led by an experienced management group, with years of industry experience, and governed<br />
by a 24-member Board of Trustees.<br />
wfec<br />
(Clockwise, from left)<br />
Anadarko Headquarters<br />
Anadarko Plant<br />
Hugo Plant<br />
Mooreland Plant<br />
<strong>WFEC</strong> <strong>Annual</strong> <strong>Report</strong> 3
President & CEO <strong>Report</strong><br />
A<br />
year of records, at least weather-wise, will mark<br />
<strong>2011</strong>. The winter months delivered lots of<br />
snow and excessively cold temperatures. And<br />
if that was not enough, the summer brought relentless<br />
heat and drought. In Anadarko, a record 61 days above<br />
100 degrees eclipsed the old record of 50 days. Parts of<br />
Oklahoma saw in excess of 75 days with temperatures<br />
above the century mark.<br />
As expected with these extreme temperatures,<br />
annual sales for <strong>Western</strong> <strong>Farmers</strong> <strong>Electric</strong> <strong>Cooperative</strong><br />
(<strong>WFEC</strong>) were over 7.8 million megawatt-hours<br />
(MWh), which is an increase over prior year sales by<br />
5.8%. Generation for these sales came from a diverse<br />
mix of resources with 36% generated by coal, 16% from<br />
natural gas, 17% from renewable resources and 31%<br />
from economy and contract purchases.<br />
<strong>WFEC</strong> also enjoyed several significant<br />
accomplishments during the year. Among these was<br />
the completion of <strong>WFEC</strong>’s new mortgage indenture<br />
that provides a more predictable and timely process for<br />
future borrowing alternatives. In addition, <strong>WFEC</strong>, with<br />
assistance from CoBank, completed its first multi-year,<br />
syndicated, line of credit. With the indenture and lines<br />
of credit, <strong>WFEC</strong> will be more flexible and responsive to<br />
its members’ facility requirements, while continuing to<br />
keep member wholesale power costs competitive.<br />
During <strong>2011</strong>, <strong>WFEC</strong> completed and received Rural<br />
Utilities Service (RUS) loan approvals for transmission,<br />
<strong>2011</strong>...<br />
A Year of Records<br />
distribution and generation projects that will finance<br />
additions and improvements through 2015. New<br />
facilities and upgrades provided by these loans will<br />
continue the steady construction plans required for the<br />
next few years.<br />
Stable, competitively priced fuel delivery and<br />
resources are important to keep wholesale power costs<br />
low. In <strong>2011</strong>, <strong>WFEC</strong> continued its natural gas hedging<br />
program by placing positions to cap the cost of natural<br />
gas for a portion of its portfolio through 2012. Coal<br />
supply and delivery contracts expiring in early 2012<br />
were successfully re-negotiated for additional years at<br />
competitive prices. While coal delivery was sporadic<br />
during <strong>2011</strong> due to flooding and rail delivery outages,<br />
<strong>WFEC</strong> maintained adequate coal inventory at the plant<br />
site and ended the year at normal levels, above 50 days.<br />
Plans to provide power to <strong>WFEC</strong>’s four New<br />
Mexico members continue with initial service starting<br />
in mid-2012. Transmission and generation plans for<br />
additional service are well under way for<br />
the 2017 period. The transition of these<br />
new members is expected to be completed<br />
by 2026.<br />
Gary Roulet (right) serves as the chief executive<br />
officer of <strong>WFEC</strong>, a position he has had since<br />
July 2003. Overall, Roulet has 37 years of<br />
service with the G&T. Bob Allen, who serves<br />
as Board president, represents Harmon <strong>Electric</strong><br />
Association on the <strong>WFEC</strong> Board of Trustees.<br />
Allen has served as president since October<br />
2009.<br />
4 Generating<br />
Through Time
The <strong>WFEC</strong> Board of<br />
Trustees take part in<br />
two strategic retreats<br />
each year to keep<br />
advised of upcoming<br />
events within <strong>WFEC</strong><br />
and the utility industry<br />
as a whole. Senior<br />
management and other<br />
<strong>WFEC</strong> staff discuss<br />
information from<br />
within their respective<br />
departments.<br />
Nitrogen Oxide (NOx) and mercury reductions<br />
were all proposed by the Environmental Protection<br />
Agency (EPA) with the Cross State Air Pollution<br />
Rule (CSAPR) and the Mercury and Air Toxics<br />
Standards (MATS). <strong>WFEC</strong>’s Board of Trustees<br />
approved projects that would bring <strong>WFEC</strong> into<br />
compliance with NOx and CSAPR. The mercury<br />
reduction rule did not require compliance so<br />
quickly, but <strong>WFEC</strong> expects to comply with this rule<br />
also within the proposed EPA schedule.<br />
<strong>Annual</strong> margins needed to exceed $4 million to<br />
meet all required end-of-year lender covenants and<br />
ratios. For <strong>2011</strong>, margins exceeded $10 million,<br />
with all margins allocated to member patronage.<br />
Although many challenges presented themselves<br />
during <strong>2011</strong>, <strong>WFEC</strong> finished the year with a<br />
competitive, reliable power supply and sound<br />
financial performance and is well positioned to<br />
continue its high level of service into the future.<br />
wfec<br />
Bob Allen (right), president of the <strong>WFEC</strong> Board of<br />
Trustees, congratulates Leslie Hinds on his 35 years of<br />
service on the <strong>WFEC</strong> Board. Thirty-five years is the<br />
longest length of service of any previous Board member.<br />
Many longtime members make up the 24-member<br />
Board.<br />
<strong>WFEC</strong> <strong>Annual</strong> <strong>Report</strong> 5
<strong>2011</strong> Fuel Mix<br />
Coal<br />
Natural Gas<br />
Economy Purchases<br />
8%<br />
* 9%<br />
7%<br />
36%<br />
Hydro<br />
Other *<br />
Contract Purchases<br />
24%<br />
16%<br />
*Energy generated by wind facilities for which <strong>WFEC</strong> does not retain or retire the<br />
environmental attributes.<br />
6 Generating<br />
Through Time
<strong>2011</strong> Highlights<br />
Energy Sales (to Members & Cities)<br />
Total Operating Revenue<br />
Net Margins<br />
Assets<br />
$427 million<br />
$463 million<br />
$10 million<br />
$1,118 million<br />
Members 24<br />
Member Consumer Meters Served<br />
Member Population Served<br />
System Peak Demand<br />
Miles of Transmission Line<br />
273,813 (est.)<br />
473,500 (est.)<br />
1,582 megawatts<br />
3,650 miles<br />
Substations 272<br />
Switch Stations 57<br />
Generating Capacity<br />
Coal<br />
Natural Gas<br />
Purchased Power Capacity<br />
Natural Gas<br />
Hydro<br />
Portfolio of GRDA Assets<br />
Total Capacity<br />
450 megawatts<br />
870 megawatts<br />
70 megawatts<br />
260 megawatts<br />
75 megawatts<br />
1, 725 megawatts<br />
Number of Employees 370<br />
<strong>WFEC</strong> <strong>Annual</strong> <strong>Report</strong> 7
<strong>WFEC</strong>’s 70 th Year...<br />
Continued Reliability, Relati<br />
The energy business is constantly changing.<br />
Today, the ability to generate and deliver a<br />
continuous supply of electric power is even<br />
more significant than in times past. Society, as a whole,<br />
as well as the economy itself, is dependent on the<br />
benefits and values provided by affordable, reliable and<br />
dependable electricity.<br />
Each of these traits is a key factor in the success of<br />
<strong>Western</strong> <strong>Farmers</strong> <strong>Electric</strong> <strong>Cooperative</strong> (<strong>WFEC</strong>), which in<br />
<strong>2011</strong> marked its 70 th year of “Generating Through Time.”<br />
<strong>2011</strong> was a productive year in many ways, from<br />
the continuing support of organizational goals to the<br />
building of valuable financial relationships. However,<br />
it will also likely be a year remembered most for its<br />
challenging and record-setting weather extremes.<br />
Growth & Sales<br />
Looking back at <strong>2011</strong> from the regional market<br />
perspective, it was a year of record-setting statistics.<br />
New records were set for Oklahoma weather for low and<br />
high temperatures and days above 100 degrees. Drought<br />
conditions plagued a large section of the service territory<br />
for much of the summer. All of these factors influenced<br />
record <strong>WFEC</strong> peak demands and energy sales.<br />
Although much of the national economy continued<br />
in a recessionary mode, <strong>WFEC</strong> member and municipal<br />
kilowatt-hour (kWh) sales grew approximately 5.8% in<br />
<strong>2011</strong>, compared to about 3% growth in the previous year.<br />
In August <strong>2011</strong>, <strong>WFEC</strong> recorded a new total system<br />
hourly peak of 1,582 megawatts (MW), eclipsing the<br />
8 Generating<br />
Through Time
onship Building & Record-Setting Extremes<br />
prior year system peak of 1,509 MW by 73 MW or 5%.<br />
More significantly, the <strong>2011</strong> peak hour occurred during<br />
summer conditions, at a time when peak day load<br />
reductions considerably reduced the potential peak.<br />
<strong>WFEC</strong> and its member distribution cooperatives<br />
continue to utilize the demand management programs<br />
deployed over the last decade to improve efficiencies.<br />
These programs provided over 80 MW of peak load<br />
reduction in <strong>2011</strong>. Together with other <strong>WFEC</strong><br />
programs, such as distributed generation, municipal<br />
generation and load curtailment, the <strong>WFEC</strong> system can<br />
remove up to approximately 150 MW of load during<br />
peak periods to improve overall system efficiency.<br />
On the other hand, in 2010, the peak occurred<br />
during the winter when peak day load reductions<br />
were not being called upon. This factor supports the<br />
determination that <strong>WFEC</strong> load is indeed growing<br />
despite the weather variant.<br />
Many of our member distribution cooperatives have<br />
experienced significant growth, much of it oil and gas<br />
related. In <strong>2011</strong>, <strong>WFEC</strong> member cooperatives signed<br />
agreements for approximately 75 MW of new load. A<br />
portion of this load was connected to the electric system<br />
immediately; however, the remaining portion requires<br />
upgrades to <strong>WFEC</strong>’s transmission and distribution<br />
system, again pointing to continuing growth potential.<br />
Power sales to members and cities in <strong>2011</strong> were<br />
approximately $427 million. This reflects a slight<br />
(Continued on Page 10)<br />
<strong>WFEC</strong> <strong>Annual</strong> <strong>Report</strong> 9<br />
(Continued on Page 10)
(Continued from Page 9)<br />
increase of only $9 million, or 2%, as compared to<br />
2010 sales. This small increase reflects the support in<br />
2010 of about $16.5 million of revenue deferred from<br />
prior years.<br />
Energy Resources<br />
Active participation by staff within the Southwest<br />
Power Pool’s (SPP) working groups has contributed to<br />
<strong>WFEC</strong>’s preparedness for the future market. Known as<br />
the Integrated Market (IM), it has a projected start date<br />
of March 2014. The first version of these market rules,<br />
released in April <strong>2011</strong>, is continuously evolving and is<br />
anticipated to affect every aspect of electrical service.<br />
In addition, rules of the current SPP Energy Imbalance<br />
Market (EIM), launched in February 2007, present<br />
another focus of staff’s efforts as the 30 th version of<br />
these rules was in place for <strong>2011</strong>.<br />
Diversification of fuels, purchased power and<br />
renewable resources have been among <strong>WFEC</strong>’s<br />
priorities and strategies, in an effort to minimize the<br />
impact of fuel volatility and environmental regulation.<br />
Generation diversity offers protection against increased<br />
prices of any single fuel source. <strong>WFEC</strong>’s strategy<br />
includes the purchase of fuels on a deliberate and<br />
planned schedule. The schedule takes into account<br />
projected member loads, fuel needs and purchased<br />
power opportunities. <strong>WFEC</strong>’s fuel risk management<br />
strategy focuses on catastrophic protection and provides<br />
a measure of protection against significant price<br />
increases in natural gas, while participating more fully<br />
in price decreases.<br />
<strong>WFEC</strong> practices a conservative budget strategy to<br />
serve load with owned generation. The cooperative<br />
coordinates power supply to members in the SPP<br />
market, which adds to reliability and helps achieve<br />
greater value of generating assets. <strong>WFEC</strong> takes<br />
advantage of lower-priced economic purchases and<br />
sales of excess energy, when available, by utilizing the<br />
bilateral spot market and SPP EIM. Market purchases<br />
of energy represented approximately 24% of <strong>WFEC</strong>’s<br />
total energy during <strong>2011</strong>.<br />
Internal staff reviews day-to-day resource planning<br />
in collaboration with Aces Power Marketing (APM)<br />
to position <strong>WFEC</strong> assets for reliable energy service<br />
to its members. APM, owned by <strong>WFEC</strong> and other<br />
electric cooperatives, serves as an agent for, and<br />
works with, <strong>WFEC</strong> in a concerted effort to schedule<br />
the physical assets, including contract purchases, as<br />
well as generation from natural gas and coal, while<br />
participating extensively in the power marketplace.<br />
This relationship also focuses on risk management<br />
policies, counterparty credit analysis, locating<br />
transmission liquidity, market participation and new<br />
market readiness, identification of potential new<br />
counterparties, hedging activity and standardized<br />
contracts.<br />
Power Production<br />
Staff provided support for a safe and secure<br />
workplace by assessing and managing safe work<br />
practices and training. All of <strong>WFEC</strong> power generation<br />
employees, operating and maintaining 15 generating<br />
units at three locations, achieved an accident-free <strong>2011</strong>.<br />
The diverse energy<br />
mix, self-generated and<br />
purchased, actual versus<br />
budgeted by <strong>WFEC</strong><br />
during <strong>2011</strong> included:<br />
<strong>2011</strong> Actual <strong>2011</strong> Budget<br />
Coal 36% 45%<br />
Gas 16% 22%<br />
Economy Purchases 24% 6%<br />
Contract Purchases 7% 7%<br />
Hydro 8% 8%<br />
Other* 9% 12%<br />
Total 100% 100%<br />
* Energy generated by wind facilities for which <strong>WFEC</strong> does<br />
not retain or retire all of the environmental attributes.<br />
10 Generating<br />
Through Time
Building upon this accomplishment, staff is pursuing<br />
the development of a safety management system to<br />
facilitate compliance with safety and security standards.<br />
Like the utility industry as a whole, <strong>WFEC</strong> faces<br />
numerous employee retirements in the near future.<br />
As part of preparing new employees, a state-ofthe-art<br />
online, self-paced training curriculum that<br />
allows employees and apprentices to access hundreds<br />
of courses related to power plant operations and<br />
maintenance has also been developed.<br />
Hugo Plant:<br />
There were no major outages scheduled in <strong>2011</strong>;<br />
however, there were two planned load reductions,<br />
during spring and fall, to perform maintenance on<br />
plant equipment.<br />
Coal and Transportation<br />
Maintaining an adequate coal supply to <strong>WFEC</strong>’s<br />
coal-fired Hugo Plant can oftentimes range from<br />
routine to challenging during any given year. In<br />
<strong>2011</strong>, coal supply proved challenging as a result<br />
of unprecedented flooding in the upper Midwest,<br />
disrupting railroad traffic and delivery of coal. These<br />
conditions literally put railroad tracks under water and<br />
even washed away portions of the tracks all together for<br />
more than five months.<br />
Using coal supplies stored at the plant site, some<br />
planned offloading of the plant and<br />
rerouting of trains, <strong>WFEC</strong> was able to<br />
keep the facility online without any fuelrelated<br />
interruptions.<br />
Also in <strong>2011</strong>, favorable long-term rail<br />
transportation delivery services and base<br />
coal supply agreements were put in place.<br />
These agreements will provide security<br />
of supply for this important asset and<br />
continue to position the Hugo facility<br />
as a competitively priced generation<br />
resource for the future.<br />
Anadarko Plant:<br />
Combined Cycle Units 4 and 5 both<br />
had combustion inspections in <strong>2011</strong>,<br />
with the generator rotor from Unit 5<br />
being shipped for a rewind in December.<br />
Mooreland Plant:<br />
Mooreland Unit 2 underwent a<br />
major outage and generator rewind and<br />
new cooling towers were installed for<br />
Unit 1 during the year.<br />
(Continued on Page 12)<br />
A 140,000 pound generator housing is<br />
tilted to an impressive 90 degree angle<br />
for repair work during an overhaul of<br />
Mooreland Plant Unit 2. This overhaul<br />
began in September <strong>2011</strong>, continuing<br />
until January 2012.<br />
<strong>WFEC</strong> <strong>Annual</strong> <strong>Report</strong> 11
(Continued from Page 11)<br />
Environmental Regulations:<br />
New and proposed aggressive regulations by the<br />
Environmental Protection Agency (EPA) continue<br />
to present challenges, with a significant potential to<br />
impact <strong>WFEC</strong> operations, resulting in increased cost<br />
and complexity associated with timely evaluation and<br />
modeling of the potential impacts and the most costeffective<br />
compliance solutions. The Cross State Air<br />
Pollution Rule (CSAPR) and Mercury and Air Toxics<br />
Standards (MATS) are two proposed guidelines with<br />
fast-approaching compliance deadlines. Originally,<br />
CSAPR required compliance in May 2012, but since<br />
has been delayed by legal challenges, leaving compliance<br />
deadlines unclear. To achieve the original May 2012<br />
deadline, <strong>WFEC</strong> contracted to install dry low NOx<br />
burners on three Anadarko gas-fired generating units.<br />
Since litigation has delayed the compliance deadline,<br />
<strong>WFEC</strong> plans to install the burners on Anadarko Units<br />
4 and 6 in 2012 and on Unit 5 in 2013. The combined<br />
installed cost at Anadarko is estimated at $16.5 million.<br />
As for the Hugo Plant, plant staff undertook a study<br />
to prepare for the MATS regulation, anticipating a<br />
requirement to install mercury controls in 2014.<br />
<strong>WFEC</strong>’s environmental team obtained necessary<br />
environmental permits for existing and future<br />
generation resources, while ensuring compliance with<br />
operating permits.<br />
Generation Resource Planning<br />
As a generation and transmission (G&T)<br />
cooperative, <strong>WFEC</strong>’s core responsibilities include<br />
providing reliable and affordable power for its members’<br />
current needs, while identifying and planning the<br />
necessary resources to meet future requirements.<br />
Even with the implementation of a number of<br />
member-wide energy-efficiency programs and <strong>WFEC</strong>’s<br />
demand side management programs, a much greater<br />
system load growth was experienced in <strong>2011</strong> than was<br />
forecast. <strong>WFEC</strong> met these <strong>2011</strong> demands seamlessly,<br />
utilizing our diverse fleet of generators and through<br />
purchases of market energy.<br />
Integration of the uncharacteristic increase in the<br />
<strong>2011</strong> demand into ongoing <strong>WFEC</strong> member cooperative<br />
load forecasts further emphasizes the need for additional<br />
capacity in the 2017 time frame. Resource planning<br />
A technician adjusts instrumentation for testing at the<br />
Hugo Plant stack. These tests provide baseline numbers<br />
about the plant’s emissions to determine compliance with<br />
future EPA rules and regulations.<br />
continues to evaluate those needs through either selfbuild<br />
or market options.<br />
Power Delivery<br />
Member growth also created the need for upgrades<br />
and new construction of substations and transmission<br />
lines in <strong>2011</strong>. Reliability oriented projects, primarily<br />
involving <strong>WFEC</strong>’s switch stations, were a key focus for<br />
the transmission and distribution crews.<br />
A large transmission project that will increase<br />
reliability in the northern part of <strong>WFEC</strong>’s system and<br />
allow distribution cooperative members to increase load<br />
and improve reliability was also supported. This project<br />
will address tremendous planned load growth in north<br />
central and northwestern Oklahoma.<br />
Additionally, a new approach to contracting for<br />
services was developed to augment current staff. This<br />
will enable a number of transmission and distribution<br />
projects to be completed more timely.<br />
The final repairs due to the 2009 tornado that<br />
ripped through the transmission and distribution<br />
maintenance facility were completed during the year.<br />
This building was reoccupied at year-end <strong>2011</strong>.<br />
(Continued on Page 14)<br />
12 Generating<br />
Through Time
<strong>2011</strong> <strong>WFEC</strong> Statistics<br />
2007<br />
2008<br />
2009<br />
2010<br />
<strong>2011</strong><br />
Equity<br />
(Millions of Dollars)<br />
$112<br />
$130<br />
$146<br />
$170<br />
$187<br />
Equity growth is intended to<br />
ensure that <strong>WFEC</strong> remains a<br />
robust resource for members and a<br />
financially strong player attractive<br />
to lenders as the balance sheet grows.<br />
<strong>WFEC</strong>’s equity balance grew to<br />
$187 million as of year-end. The<br />
equity growth prior to <strong>2011</strong> was a<br />
result of earnings. Equity in <strong>2011</strong><br />
was boosted by the first year of equity<br />
contributions by four new members.<br />
Coincident Peak Demand<br />
(Megawatts)<br />
A reflection of the growth, coincident<br />
peak demand tipped the scale at<br />
1,582 MW, establishing a new<br />
all-time peak demand on Aug. 3,<br />
<strong>2011</strong>. This summer peak surpassed<br />
the previous record coincident peak<br />
demand set in the winter of 2010,<br />
by 5%<br />
1,308<br />
1,392<br />
1,366<br />
1,444<br />
1,352<br />
1,455 1,479<br />
1,509<br />
1,499<br />
1,582<br />
2007 2008 2009 2010 <strong>2011</strong><br />
Winter<br />
Summer<br />
Energy Sales to Members and Municipals<br />
(Millions of kWhs)<br />
2007<br />
2008<br />
2009<br />
2010<br />
336 6,468 6,804<br />
306 6,807 7,113<br />
310 6,860 7,170<br />
216 7,156 7,372<br />
Rural Oklahoma growth is an<br />
important ingredient in <strong>WFEC</strong>’s<br />
past and future strategic goals,<br />
with exciting challenges and new<br />
opportunities becoming evident<br />
for many parts of the state. Some<br />
municipal contracts have been<br />
allowed to expire to provide for<br />
members’ load needs.<br />
<strong>2011</strong><br />
161 7,638 7,799<br />
Municipal<br />
Member<br />
<strong>WFEC</strong> <strong>Annual</strong> <strong>Report</strong> 13
(Continued from Page 12)<br />
Ron Cunningham (left),<br />
vice president, power<br />
delivery, and Terry<br />
Lisenbery, lead station<br />
technician, discuss progress<br />
at the Cana Substation,<br />
which was completely<br />
destroyed by a tornado passing through the area on May 24. This facility serves the Devon Energy Cana Gas Plant, located<br />
west of El Reno. Shown in the background, working with a transformer, are Rex Mathis and Mark Palesano, journeyman<br />
station technicians, and Jeramy Tackett, apprentice station technician. (Photo inset) Mark Palesano guides crews working at<br />
the substation site.<br />
Electronic communication systems continue<br />
to be a focal point for <strong>WFEC</strong> and its members. A<br />
dialogue with member cooperative managers regarding<br />
necessary system upgrades to accommodate automation<br />
requirements resulted in a study to develop a longrange<br />
communication plan.<br />
Also during the year, staff initiated a project to<br />
develop a system to access and maintain 360 degree<br />
photographs for virtual tours of all <strong>WFEC</strong> substations<br />
and switch stations. The tour will identify equipment<br />
and nameplate data to be shared with <strong>WFEC</strong> and<br />
members’ employees for purposes of improved<br />
communications in the field, maintenance activities,<br />
employee training, troubleshooting and knowledge<br />
retention.<br />
A secondary power feed to the headquarters<br />
complex was designed and installed to improve the<br />
reliability of headquarters’ operations. Additional efforts<br />
to improve <strong>WFEC</strong> efficiencies and operation included<br />
a transmission maintenance system that will be used to<br />
track transmission system assets and to schedule, record<br />
and track system maintenance and testing activities.<br />
Copper and other metal thefts are costly and time<br />
consuming issues that <strong>WFEC</strong> and other electric and<br />
public service utilities are facing. <strong>WFEC</strong> has supported<br />
the Oklahoma Association of <strong>Electric</strong> <strong>Cooperative</strong>s,<br />
which has taken a leading role in organizing the copper<br />
theft task force in Oklahoma. The task force meetings<br />
have been well attended by law enforcement, public<br />
officials, salvage dealers and utilities. The efforts are<br />
focused on reducing theft activity and may result<br />
in legislative efforts aimed at preventing theft. New<br />
Mexico legislature is also considering a proposed law<br />
intended to regulate salvage of metals and deter thieves.<br />
Relationship Building & Indenture Mortgage<br />
Over the next several years, <strong>WFEC</strong> has plans to<br />
add capacity through owned plants or purchase power<br />
agreements (PPAs) needed to serve growing member<br />
loads and incremental sales to the New Mexico<br />
members. <strong>WFEC</strong>’s goal is to continue to develop and<br />
14 Generating<br />
Through Time
maintain a power supply portfolio that includes a mix<br />
of renewable, gas-fired and coal-fired resources and<br />
a delivery system that will supply its members with<br />
reliable and reasonably priced power.<br />
With a strategic planning horizon, <strong>WFEC</strong><br />
maintains target financial ratios that are deemed<br />
appropriate to ensure adequate liquidity, equity and<br />
debt service coverage (DSC) ratios to support the<br />
additional debt that will be needed to fund system<br />
projects. The target ratios influence management and<br />
the Board of Trustees in establishing annual budgets<br />
and setting rates. <strong>WFEC</strong>’s financial policies are<br />
intended to enable the financing of all future projects<br />
with an appropriate mix of debt and equity while<br />
maintaining strong financial ratios.<br />
To support its need for access to capital, in an<br />
historic move on April 8, <strong>2011</strong>, <strong>WFEC</strong> adopted a<br />
mortgage indenture (Indenture) to replace its existing<br />
joint mortgage with the Rural Utilities Service<br />
(RUS), CoBank, ACB (CoBank)<br />
and National Rural Utilities<br />
<strong>Cooperative</strong> Finance Corporation<br />
(CFC). The Indenture closely<br />
models those indentures recently<br />
adopted by other G&Ts and offers<br />
opportunities that are a departure<br />
from the practices used since the<br />
cooperative’s inception. While the<br />
Indenture preserves access to RUS<br />
guaranteed financing, it sets the<br />
strategic environment to provide<br />
greater access to a broader range<br />
of capital sources in a more timely<br />
fashion when RUS financing is<br />
not an option. This will help in<br />
providing greater certainty of<br />
meeting <strong>WFEC</strong>’s capital needs and<br />
supporting strong credit ratings.<br />
The Indenture provides a more<br />
predictable approach to issuance<br />
of additional secured debt, subject<br />
to objective, mechanical tests.<br />
The result is a more streamlined<br />
approach to lending partners as<br />
<strong>WFEC</strong> moves forward in financing<br />
its capital program. <strong>WFEC</strong> believes<br />
that long-standing financial<br />
relationships will continue to be important while new<br />
relationships will be formed that will provide additional<br />
options and flexibility for the future.<br />
Line of Credit Syndication<br />
To increase access to liquidity in preparation for<br />
serving an increased volume of sales and developing<br />
capacity, a short-term $100 million CoBank revolving<br />
facility was replaced with a $200 million four-year<br />
unsecured committed syndicated line of credit.<br />
<strong>WFEC</strong> selected CoBank to act as lead arranger and<br />
administrative agent for this effort, and the process<br />
offered an opportunity to build relationships with other<br />
financial institutions active in the cooperative utility<br />
sector. The syndication was over-subscribed by $60<br />
million and one of the terms of the agreement provides<br />
a feature to upsize the facility an additional $50 million<br />
(Continued on Page 16)<br />
Peter Fozzard (center) speaks to <strong>WFEC</strong> personnel regarding a newly adopted<br />
mortgage indenture (Indenture) and Rural Utilities Service (RUS) Loan Contract<br />
that will affect <strong>WFEC</strong> loan practices and numerous typical employee activities.<br />
Within <strong>WFEC</strong>, power requirement studies, construction work plans and financial<br />
forecasts will still require Board approval, for example. However, when RUS<br />
financing is not the preferred option, <strong>WFEC</strong> will now have greater access to a<br />
broader range of capital sources subject to objective, mechanical tests. This typically<br />
represents a much quicker time frame for approval. The model for <strong>WFEC</strong>’s new<br />
Indenture is based on those recently adopted by other G&Ts. Fozzard is a law<br />
partner with Sutherland Asbill & Brennan LLP.<br />
<strong>WFEC</strong> <strong>Annual</strong> <strong>Report</strong> 15
(Continued from Page 15)<br />
During <strong>2011</strong>, RUS approved a loan guarantee<br />
commitment in the amount of $184.1 million for the<br />
purpose of financing certain <strong>WFEC</strong> generation and<br />
transmission projects planned for the 2012 to 2015<br />
construction work plan period.<br />
Capital Budget<br />
Approximately $37 million was expended for<br />
capital construction efforts in <strong>2011</strong> for normal<br />
transmission additions and replacements and for<br />
generation system improvement projects.<br />
In comparison, the $72 million 2012 capital<br />
budget includes approximately $38 million for<br />
transmission additions, upgrades and expansion efforts<br />
for increased oil and gas activity in northern Oklahoma<br />
as well as generation projects at each plant location.<br />
These projects include dry low NOx burner conversions<br />
for certain Anadarko units to address approaching EPA<br />
compliance deadlines.<br />
The $72 million 2012 capital budget includes<br />
approximately $38 million for transmission additions,<br />
upgrades and expansion efforts for increased oil and gas<br />
activity in northern Oklahoma.<br />
with additional commitments from existing lenders<br />
or new commitments from other financial institutions<br />
under certain conditions. With this facility and a $75<br />
million revolving facility with CFC, <strong>WFEC</strong> is well<br />
positioned for normal operating needs, bridge financing<br />
for immediate and on-going construction efforts and to<br />
take advantage of market opportunities.<br />
Liquidity is also supported by a Board strategy to<br />
maintain a fuel hedging program to protect against<br />
catastrophic prices, a banked fuel balance to moderate the<br />
volatility of fuel prices to its members and a contingent<br />
cash reserve for significant unbudgeted events.<br />
Loans<br />
Approximately $36 million in Federal Financing<br />
Bank (FFB) loan funds were advanced at an<br />
approximate weighted average long-term fixed rate of<br />
3.3% with maturities ranging from 2024 to 2043.<br />
Financial Performance<br />
<strong>WFEC</strong> reported a net margin of $10.5 million in<br />
<strong>2011</strong>, compared with $24.0 million in 2010, which<br />
included approximately $16.5 million of deferred<br />
revenue from prior years. A positive operating margin<br />
target was also achieved.<br />
<strong>WFEC</strong>’s DSC ratio in <strong>2011</strong> and 2010 was 1.13 and<br />
1.20, respectively, exceeding the 1.1 minimum target.<br />
The equity-to-assets ratio was 16.7% and 15.5% at<br />
year-end <strong>2011</strong> and 2010, respectively. <strong>WFEC</strong> has a goal<br />
of not permitting this ratio to fall below 15% through<br />
2017, as a substantial multi-year capital expenditure<br />
program is implemented. Members’ equity increased<br />
in <strong>2011</strong> due to the normal margin impact, but also<br />
due to the first year of equity contributions from New<br />
Mexico members. These equity contribution payments<br />
are determined by <strong>WFEC</strong>’s projected capital resource<br />
additions or purchase power contract, or share thereof,<br />
required to supply power and energy to the respective<br />
cooperative.<br />
In <strong>2011</strong>, the cooperatives contributed<br />
approximately $6.3 million in equity to <strong>WFEC</strong>,<br />
which was directly assigned to their respective<br />
patronage accounts. The target DSC ratio and<br />
minimum equity ratio are intended to ensure that<br />
<strong>WFEC</strong> remains a robust resource for members and a<br />
16 Generating<br />
Through Time
financially strong player attractive to lenders as the<br />
balance sheet grows.<br />
In addition, <strong>WFEC</strong> monitors its annual margins<br />
for interest (MFI) ratio that is defined in its mortgage<br />
Indenture. A minimum annual MFI ratio of 1.10 is<br />
required in order to permit the issuance of secured<br />
obligations under the Indenture. The annual MFI ratio<br />
was 1.29 and 1.78 for <strong>2011</strong> and 2010, respectively.<br />
The variable components of the rate schedule<br />
for members that are adopted each year during the<br />
annual budget are intended to cover <strong>WFEC</strong>’s cost<br />
of service and meet target financial ratios. <strong>WFEC</strong><br />
reviews its financial position each month with the<br />
Board of Trustees, which may make adjustments to<br />
certain components of the member rate schedule<br />
during the year in order to meet financial targets and<br />
other objectives.<br />
Wholesale Power Contracts<br />
Strong credit ratings are an important tool<br />
for accessing capital as <strong>WFEC</strong> embarks on its<br />
next significant construction phase and validates<br />
the members’ ownership purpose in their G&T<br />
cooperative. <strong>WFEC</strong>’s financial stability, a key to<br />
strong credit ratings, is based on its long-term, allrequirements<br />
contracts with member-owners and our<br />
combined financial strength.<br />
In March <strong>2011</strong>, <strong>WFEC</strong>’s Standard and Poor’s<br />
“BBB+” rating was affirmed and the outlook revised<br />
to positive from negative. This action reflected steps<br />
taken to restructure the 2001 financial lease, the<br />
addition of four distribution cooperative members,<br />
the increasing diversity of power supply resources and<br />
mechanisms for timely cost recovery. When combined<br />
with its FitchRatings “A-” (stable) ratings, <strong>WFEC</strong><br />
management anticipates access to capital markets on<br />
favorable terms.<br />
Twenty-one of 23 cooperative members have allrequirements<br />
contracts through 2050, with the two<br />
remaining members’ contracts effective into 2025.<br />
These commitments facilitate long-term planning to<br />
meet <strong>WFEC</strong>’s energy and financing needs. In <strong>2011</strong>,<br />
the distribution cooperative members with contracts<br />
through 2050 represented 83% of <strong>WFEC</strong> member<br />
cooperative sales. There were no sales to the New<br />
Mexico members in 2010 or <strong>2011</strong>.<br />
Upgrades to the switch station, located adjacent to the<br />
Anadarko Plant, were among the many transmission,<br />
switch and substation projects completed during <strong>2011</strong>.<br />
Energy Resources<br />
A new wholesale tariff and rate structure, R-15(a),<br />
was developed in cooperation with members and<br />
implemented in April <strong>2011</strong>. The new tariff is designed<br />
to provide a range of demand and energy surcharge<br />
rates that will provide adequate recovery for projected<br />
costs associated with the National <strong>Electric</strong> Reliability<br />
Council (NERC) compliance costs, the full cost of<br />
permanent long-term financing of the Bob Orme<br />
Combustion Turbine Plant, charges for escalating<br />
demand associated with long-term PPAs and projected<br />
costs associated with a 2001 financial lease amendment,<br />
which had previously been covered by deferred revenue<br />
in 2010. Members were billed an average price of $53.93<br />
per MWh in <strong>2011</strong> compared with $52.73 per MWh in<br />
2010. There was no rate change budgeted for 2012.<br />
(Continued on Page 18)<br />
<strong>WFEC</strong> <strong>Annual</strong> <strong>Report</strong> 17
(Continued from Page 17)<br />
<strong>WFEC</strong> line crews work to rebuild transmission structures destroyed by a spring tornado. A nearby home and<br />
adjacent buildings were completely leveled by the same storm that blew through the area west of Fairview,<br />
Oklahoma. (Photo inset) Journeyman Power Line Technician Vince Lalli drills into a rebuilt cross arm<br />
structure. Several spring tornadoes destroyed homes and transmission structures across Oklahoma.<br />
Human Resources<br />
<strong>WFEC</strong> continues to prepare for the effects of<br />
experienced employees retiring. <strong>WFEC</strong> enrolled its first<br />
eight participants in the new Growing Leaders Program<br />
to develop internal talent for future opportunities<br />
at <strong>WFEC</strong>. This program, requiring two years to<br />
complete, provides training courses that support the<br />
goals identified in the participant’s individual needs<br />
assessments and participation in several additional on<br />
and off-site activities.<br />
Benefit plan design and cost management strategies<br />
played an important role in meeting the <strong>WFEC</strong> Board<br />
of Trustees’ targets for controlling employee benefit<br />
costs, while continuing to offer competitive benefit<br />
packages to attract and retain qualified employees.<br />
Staff continued to meet or exceed the Board’s cost<br />
targets while providing flexibility and opportunities for<br />
employees to partially fund programs with tax savings.<br />
Meeting cost management goals is facilitated by<br />
increasing numbers of employees and retirees choosing<br />
consumer-directed health care consisting of high<br />
deductible health plans, combined with health savings<br />
accounts.<br />
Risk Management<br />
Risk management staff spent a significant portion<br />
of <strong>2011</strong> directing and assisting with the physical repairs<br />
and insurance recovery associated with recent storm<br />
damage. This damage was caused by the direct hit of a<br />
tornado in the spring of 2009 and hail storms in 2010.<br />
The damages from the tornado and hail storms were in<br />
excess of $16 million and recovery is now essentially<br />
complete. More recently, the May 24, <strong>2011</strong> tornado<br />
outbreak that swept across parts of the <strong>WFEC</strong> service<br />
territory destroyed the Mooreland Power Plant Unit 1<br />
Cooling Tower and the Cana Substation.<br />
Fortunately for consumers, <strong>2011</strong> natural gas prices<br />
continued to decline, seeing a 70% drop since 2008.<br />
<strong>WFEC</strong>’s risk management strategy allows its members<br />
to enjoy lower costs as a result of participation in the<br />
move to lower prices. <strong>WFEC</strong> continues to review<br />
and revise, as warranted, its fuel hedging strategy to<br />
minimize associated costs.<br />
Hydro and wind energy deliveries, with their more<br />
stable pricing, have also reduced exposure to volatile<br />
fuel prices. <strong>WFEC</strong>’s portfolio of wind will again<br />
be expanded in 2012 due to the renewable energy<br />
18 Generating<br />
Through Time
purchase agreement for the output of the 150<br />
MW Rocky Ridge Wind Project in western<br />
Oklahoma, planned for operation in late spring<br />
2012.<br />
Marketing & Communication<br />
In <strong>2011</strong>, <strong>WFEC</strong> member cooperatives sold<br />
19,022,700 kWh hours of energy generated by<br />
local wind resources to Oklahoma cooperative<br />
consumers through the WindWorks® program.<br />
This is a 15% increase compared to 2010. The<br />
WindWorks® program is just one way that<br />
<strong>WFEC</strong> is promoting renewables. Other ways<br />
include events to support Earth Day awareness<br />
and the promotion of energy efficiency<br />
websites, such as “Together We Save.”<br />
Education regarding the development,<br />
value, limitations and challenges associated<br />
with renewable energy is essential.<br />
<strong>2011</strong> marked the completion of two<br />
years of the <strong>WFEC</strong> Energy Efficiency<br />
Rebate Program targeting more efficient<br />
commercial and residential heating and<br />
cooling. Upon evaluation of the results of<br />
the program to date, necessary changes were identified<br />
that will help attain load reduction goals. <strong>WFEC</strong><br />
and its member distribution systems are working to<br />
implement those changes to the program to enhance its<br />
success.<br />
<strong>WFEC</strong> continues to use the Touchstone Energy®<br />
brand to offer services and benefits to rural electric<br />
consumers. For the third straight year, the Co-op<br />
Connections® Card Program provided rural electric<br />
consumers in Oklahoma savings on prescriptions<br />
exceeding $1 million. This success has spurred new<br />
national programs offering member consumers savings<br />
on vision, dental and hearing products and services.<br />
Much of <strong>2011</strong> was focused on the development<br />
of the new “Member’s Only” section of the <strong>WFEC</strong><br />
corporate website as a primary tool for acquiring<br />
information. Another endeavor in <strong>2011</strong> for the<br />
Touchstone Energy brand was the title sponsorship<br />
of a streaming video network used by over 40 schools<br />
across Oklahoma and New Mexico. This network has<br />
been, and will be, used to stream everything from high<br />
school sporting events to graduation ceremonies over<br />
Key account managers, commercial customers, cooperative<br />
representatives and industry-related vendors took part in the annual<br />
Emerging Technology Conference that was hosted over a two-day<br />
period in late August. This popular event was hosted by <strong>WFEC</strong>, with<br />
the support of its member Touchstone Energy <strong>Cooperative</strong>s. Various<br />
speakers addressed a wide range of topics during the conference that<br />
is designed to allow networking opportunities and discuss innovative<br />
ideas and cooperative services.<br />
the Internet. This is just another example of how the<br />
rural electric cooperatives work to improve the standard<br />
of living in rural Oklahoma.<br />
Conclusion<br />
Overall, <strong>2011</strong> offered some challenging, but<br />
innovative and exciting, times. As usual, weatherrelated<br />
events were in the forefront of the year, with<br />
drought, tornadoes, powerful thunderstorms and<br />
extreme heat taking its toll across <strong>WFEC</strong>’s service<br />
territory. However, work continued for both <strong>WFEC</strong><br />
and its cooperatives.<br />
Preparations continued to be made for the future<br />
with the potential to strategically bolster <strong>WFEC</strong><br />
and all of its members into the electrical industry of<br />
tomorrow. Members can be assured that their G&T<br />
will continue its strong and loyal commitment to<br />
provide cost-effective, reliable and quality service,<br />
with a dedicated focus on future progress.<br />
wfec<br />
<strong>WFEC</strong> <strong>Annual</strong> <strong>Report</strong> 19
<strong>WFEC</strong> Board of Trustees<br />
Bob S. Allen<br />
President<br />
Harmon <strong>Electric</strong><br />
Association<br />
David Ray<br />
Vice President<br />
Kiamichi <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
Mike Lebeda<br />
Secretary/Treasurer<br />
Kay <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
Rusty Grissom<br />
Asst. Secretary/Treasurer<br />
Oklahoma <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
Max W. Ott<br />
Alfalfa <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
Bob Thomasson<br />
Caddo <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
Gary Crain<br />
Canadian Valley<br />
<strong>Electric</strong> <strong>Cooperative</strong><br />
Charles G. Wagner<br />
Central Valley <strong>Electric</strong><br />
<strong>Cooperative</strong> (NM)<br />
<strong>WFEC</strong> is<br />
governed by<br />
a 24-member<br />
Board of Trustees,<br />
including a<br />
representative<br />
from each<br />
member<br />
system & Altus<br />
Air Force Base.<br />
Bob Holley<br />
Choctaw <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
Russell D. Pollard<br />
Cimarron <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
Charles Spencer<br />
Cotton <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
20 Generating<br />
Through Time
Jerry Rempe<br />
East Central Oklahoma<br />
<strong>Electric</strong> <strong>Cooperative</strong><br />
Michael B. West<br />
<strong>Farmers</strong>’ <strong>Electric</strong><br />
<strong>Cooperative</strong> (NM)<br />
Leslie Hinds<br />
Kiwash <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
John Ingle<br />
Lea County <strong>Electric</strong><br />
<strong>Cooperative</strong> (NM)<br />
Charles Hickey<br />
Northfork <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
Ray O. Smith<br />
Northwestern <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
Jack Lambert<br />
People’s <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
King Martin<br />
Red River Valley Rural<br />
<strong>Electric</strong> Association<br />
Jerry W. Partin<br />
Roosevelt County<br />
<strong>Electric</strong> <strong>Cooperative</strong> (NM)<br />
Gary Jones<br />
Rural <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
Lloyd G. Owens<br />
Southeastern <strong>Electric</strong><br />
<strong>Cooperative</strong><br />
Fred J. Stowe<br />
Southwest Rural <strong>Electric</strong><br />
Association<br />
<strong>WFEC</strong> <strong>Annual</strong> <strong>Report</strong> 21
<strong>WFEC</strong><br />
Senior Management<br />
A qualifed senior management level staff, with an impressive<br />
combined 208 years of service with <strong>WFEC</strong>, oversee the daily<br />
operations of the G&T.<br />
Each vice president and senior manager has particular areas<br />
of expertise within the electric utility industry, providing<br />
valuable years of experience for <strong>WFEC</strong> overall and for its<br />
member cooperatives<br />
Gary Roulet<br />
Chief Executive Officer<br />
Ron Cunningham<br />
Vice President<br />
Power Delivery<br />
Gary Gilleland<br />
Vice President<br />
Generation<br />
Brian Hobbs<br />
Vice President<br />
Legal & Corporate Services<br />
Jane Lafferty<br />
Vice President<br />
& Chief Financial Officer<br />
Dan Fleming<br />
Senior Manager<br />
Resource Planning<br />
Roy Klusmeyer<br />
Senior Manager<br />
Regional Market Planning<br />
22 Generating<br />
Through Time
KPMG LLP<br />
210 Park Avenue, Suite 2850<br />
Oklahoma City, OK 73102-5683<br />
Independent Auditors’ <strong>Report</strong><br />
Board of Trustees<br />
<strong>Western</strong> <strong>Farmers</strong> <strong>Electric</strong> <strong>Cooperative</strong>:<br />
We have audited the accompanying consolidated balance sheets of <strong>Western</strong> <strong>Farmers</strong> <strong>Electric</strong> <strong>Cooperative</strong><br />
(<strong>WFEC</strong>) and subsidiaries as of December 31, <strong>2011</strong> and 2010, and the related consolidated statements of<br />
operations, changes in members’ equity and comprehensive income, and cash flows for the years then<br />
ended. These consolidated financial statements are the responsibility of <strong>WFEC</strong>’s management. Our<br />
responsibility is to express an opinion on these consolidated financial statements based on our audits.<br />
We conducted our audits in accordance with auditing standards generally accepted in the United States of<br />
America. Those standards require that we plan and perform the audit to obtain reasonable assurance about<br />
whether the financial statements are free of material misstatement. An audit includes consideration of<br />
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the<br />
circumstances, but not for the purpose of expressing an opinion on the effectiveness of <strong>WFEC</strong>’s internal<br />
control over financial reporting. Accordingly, we express no such opinion. An audit also includes<br />
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,<br />
assessing the accounting principles used and significant estimates made by management, as well as<br />
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable<br />
basis for our opinion.<br />
In our opinion, the consolidated financial statements referred to above present fairly, in all material<br />
respects, the financial position of <strong>WFEC</strong> as of December 31, <strong>2011</strong> and 2010, and the results of their<br />
operations and their cash flows for the years then ended, in conformity with U.S. generally accepted<br />
accounting principles.<br />
March 6, 2012<br />
KPMG LLP is a Delaware limited liability partnership,<br />
the U.S. member firm of KPMG International <strong>Cooperative</strong><br />
(“KPMG International”), a Swiss entity.<br />
23
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Consolidated Balance Sheets<br />
December 31, <strong>2011</strong> and 2010<br />
(In thousands)<br />
Assets <strong>2011</strong> 2010<br />
<strong>Electric</strong> utility plant, at cost:<br />
In-service $ 1,352,795 1,325,257<br />
Construction work-in-progress 27,554 27,653<br />
Total electric utility plant 1,380,349 1,352,910<br />
Less accumulated depreciation and amortization 592,388 572,387<br />
Net electric utility plant 787,961 780,523<br />
Investments in associated organizations and other investments,<br />
at cost 125,039 118,766<br />
Current assets:<br />
Cash and cash equivalents 2,449 3,840<br />
Restricted cash 31,428 23,530<br />
Accounts receivable from energy sales 36,995 34,592<br />
Other accounts receivable 15,900 16,229<br />
Inventories, at average cost:<br />
Coal and oil 16,731 22,426<br />
Material and supplies 42,890 43,026<br />
Other 3,905 3,662<br />
Total current assets 150,298 147,305<br />
Other noncurrent assets 1,272 1,272<br />
Deferred debits 53,050 53,958<br />
Total assets $ 1,117,620 1,101,824<br />
Members’ Equity and Liabilities<br />
Capitalization:<br />
Patronage capital $ 180,610 170,331<br />
Contributed capital 6,256 —<br />
Long-term debt 828,437 784,058<br />
Total capitalization 1,015,303 954,389<br />
Current liabilities:<br />
Current portion of long-term debt 37,012 31,126<br />
Accounts payable and accrued liabilities 57,183 61,364<br />
Short-term notes payable — 46,678<br />
Total current liabilities 94,195 139,168<br />
Other liabilities 8,122 8,267<br />
Commitments and contingencies (note 13)<br />
Total members’ equity and liabilities $ 1,117,620 1,101,824<br />
See accompanying notes to consolidated financial statements.<br />
24
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Consolidated Statements of Operations<br />
Years ended December 31, <strong>2011</strong> and 2010<br />
(In thousands)<br />
<strong>2011</strong> 2010<br />
Operating revenues:<br />
Power sales to members and cities $ 427,270 417,959<br />
Other power sales and operating revenues 35,625 37,693<br />
Total operating revenues 462,895 455,652<br />
Operating expenses:<br />
Operations:<br />
Production 161,011 170,481<br />
Purchased and interchanged power 142,977 121,353<br />
Transmission 44,243 39,300<br />
Distribution 5,204 4,980<br />
General and administrative 15,383 14,091<br />
Maintenance 17,643 19,817<br />
Depreciation and amortization 31,294 30,299<br />
Total operating expenses 417,755 400,321<br />
Operating margin before interest 45,140 55,331<br />
Interest expense, less amounts capitalized during construction<br />
of approximately $855 and $1,032 in <strong>2011</strong> and 2010, respectively (43,177) (40,395)<br />
Interest income 6,678 7,008<br />
Operating margin 8,641 21,944<br />
Other nonoperating margin (loss), net (294) 280<br />
Patronage capital assigned by associated organizations 2,116 1,731<br />
Net margin $ 10,463 23,955<br />
See accompanying notes to consolidated financial statements.<br />
25
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Consolidated Statements of Changes in Members’ Equity and Comprehensive Income<br />
Years ended December 31, <strong>2011</strong> and 2010<br />
(In thousands)<br />
Accumulated<br />
other<br />
Patronage Contributed comprehensive<br />
Memberships capital capital income (loss) Total<br />
Balance, December 31, 2009 $ 2 148,864 — (2,752) 146,114<br />
Net margin — 23,955 — 23,955<br />
Change in fair value of derivative<br />
financial instrument — — — (1,374) (1,374)<br />
Reclassification adjustment of<br />
derivative losses reclassified<br />
into interest expense — — — 1,224 1,224<br />
Change in net asset associated with<br />
postretirement benefit plan — — — 412 412<br />
Total comprehensive income 24,217<br />
Balance, December 31, 2010 2 172,819 — (2,490) 170,331<br />
Net margin — 10,463 — — 10,463<br />
Contributed capital — — 6,256 — 6,256<br />
Change in fair value of derivative<br />
financial instrument — — — (1,593) (1,593)<br />
Reclassification adjustment of<br />
derivative losses reclassified<br />
into interest expense — — — 1,147 1,147<br />
Change in net asset associated with<br />
postretirement benefit plan — — — 262 262<br />
Total comprehensive income 16,535<br />
Balance, December 31, <strong>2011</strong> $ 2 183,282 6,256 (2,674) 186,866<br />
See accompanying notes to consolidated financial statements.<br />
26
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Consolidated Statements of Cash Flows<br />
Years ended December 31, <strong>2011</strong> and 2010<br />
(In thousands)<br />
<strong>2011</strong> 2010<br />
Cash flows from operating activities:<br />
Net margin $ 10,463 23,955<br />
Adjustments to reconcile net margin to net cash provided by operating activities:<br />
Depreciation 28,330 27,335<br />
Other depreciation included in operating expenses 1,876 1,820<br />
Amortization of regulatory asset expense 2,964 2,964<br />
Accretion of asset retirement obligation 78 71<br />
Noncash interest income (5,456) (5,829)<br />
Noncash interest expense 5,344 5,717<br />
Deferred (recognized) revenue — (16,530)<br />
Changes in assets and liabilities:<br />
Restricted cash (7,898) (283)<br />
Accounts receivable from energy sales (2,403) (1,004)<br />
Other accounts receivable 329 (9,071)<br />
Coal and oil inventory 5,695 (1,740)<br />
Materials and supplies inventory 136 3,064<br />
Other current assets (243) (2,386)<br />
Deferred debits and other 1,693 (788)<br />
Accounts payable and accrued liabilities (2,402) (13,551)<br />
Other liabilities (407) 775<br />
Net cash provided by operating activities 38,099 14,519<br />
Cash flows from investing activities:<br />
Net extension and replacement of electric utility plant (39,190) (52,141)<br />
Proceeds from use of restricted cash – Special Construction Fund (SCF) — 24,757<br />
Proceeds from liquidation of lease securities — 78,083<br />
Purchase of lease securities held to maturity — (102,840)<br />
Net cash used in investing activities (39,190) (52,141)<br />
Cash flows from financing activities:<br />
Advances of long-term debt 238,216 63,432<br />
Payments on long-term debt (191,838) (29,010)<br />
Advances of short-term debt 351,279 549,617<br />
Payments on short-term debt (397,957) (545,049)<br />
Net cash (used in) provided by financing activities (300) 38,990<br />
Net decrease in cash and cash equivalents (1,391) 1,368<br />
Cash and cash equivalents, beginning of year 3,840 2,472<br />
Cash and cash equivalents, end of year $ 2,449 3,840<br />
Supplemental schedule of cash flow information:<br />
Cash paid during the year for interest $ 38,372 27,777<br />
Supplemental schedule of noncash financing and investing activities:<br />
Lease-leaseback amendments<br />
Deferral of loss on restructure of lease-leaseback $ 1,179 (40,687)<br />
Adjustments in present value of long-term debt related to lease-leaseback<br />
restructure — 3,942<br />
Loss on restructure of lease-leaseback — 36,745<br />
See accompanying notes to consolidated financial statements.<br />
27
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
(1) Summary of Significant Accounting Policies<br />
(a)<br />
Nature of Operations<br />
<strong>Western</strong> <strong>Farmers</strong> <strong>Electric</strong> <strong>Cooperative</strong> (<strong>WFEC</strong>) is a generation and transmission cooperative<br />
headquartered in Anadarko, Oklahoma. <strong>WFEC</strong> owns and operates five generating plants, fueled by<br />
coal and gas, three located in Anadarko, one in Mooreland, Oklahoma, and one near Hugo,<br />
Oklahoma. <strong>WFEC</strong> also owns and maintains more than 3,650 miles of transmission line. <strong>WFEC</strong> has a<br />
combined capacity of over 1,700 megawatts, including hydropower allocation. With the addition of<br />
four New Mexico cooperatives in 2010, member-owners consist of 23 distribution cooperatives and<br />
a United States Air Force base. Substantially all of <strong>WFEC</strong>’s assets are currently located in Oklahoma<br />
and substantially all revenue is related to Oklahoma operations. See note 13 for further information<br />
related to the addition of and sales to the New Mexico cooperatives.<br />
(b)<br />
(c)<br />
(d)<br />
Basis of Presentation<br />
<strong>WFEC</strong> maintains its accounting records in accordance with the Uniform System of Accounts of the<br />
United States Department of Agriculture Rural Development Utilities Programs (RDUP), formerly<br />
known as the Rural Utilities Service, which conforms with U.S. generally accepted accounting<br />
principles in all material respects. These consolidated financial statements reflect the transactions of<br />
<strong>WFEC</strong> and its wholly owned subsidiaries, <strong>WFEC</strong> Railroad Company and <strong>WFEC</strong> EnergyCo, LLC<br />
(EnergyCo). <strong>WFEC</strong> GenCo, LLC (GenCo) is a wholly owned subsidiary of EnergyCo. All<br />
significant intercompany balances and transactions have been eliminated upon consolidation. The<br />
more significant accounting policies of <strong>WFEC</strong> are described below.<br />
Use of Estimates<br />
The preparation of financial statements in conformity with U.S. generally accepted accounting<br />
principles requires management to make estimates and assumptions that affect the reported amounts<br />
of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the<br />
financial statements and the reported amounts of revenues and expenses during the reporting period.<br />
Actual results could differ from those estimates.<br />
<strong>Electric</strong> Utility Plant<br />
<strong>Electric</strong> utility plant is stated at original cost. The capitalized cost of additions to electric utility plant<br />
includes the cost of material, direct labor, contract services, and various other indirect charges, such<br />
as engineering, supervision and overhead costs, and interest on funds used during construction.<br />
Retirements or other dispositions of electric utility plant are based on an average unit cost that is<br />
deducted from plant and, together with removal costs less salvage, is charged to accumulated<br />
depreciation. The cost of repairs and minor renewals is charged to maintenance expense in the period<br />
incurred.<br />
28<br />
(Continued)
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
Provision for depreciation of electric utility plant is computed on the straight-line method at rates<br />
based on estimated service lives and salvage values of the class of property. These rates are applied<br />
on a composite class basis. <strong>Annual</strong> depreciation rates used in <strong>2011</strong> and 2010 are as follows:<br />
Production plant 0.79 – 17.04%<br />
Transmission plant 2.75 – 10.00%<br />
Distribution plant 2.88 – 10.00%<br />
General plant 3.00 – 33.33%<br />
Depreciation and amortization for the year ended December 31, <strong>2011</strong> was $33,170,000, of which<br />
$28,330,000 was charged to depreciation expense, $1,876,000 was included in fuel and other<br />
operating expenses, and $2,964,000 was charged to amortization of regulatory assets. Depreciation<br />
and amortization for the year ended December 31, 2010 was $32,119,000, of which $27,335,000 was<br />
charged to depreciation expense, $1,820,000 was included in fuel and other operating expenses, and<br />
$2,964,000 was charged to amortization of regulatory assets.<br />
<strong>WFEC</strong> periodically reviews the carrying values of its utility plant assets for impairment whenever<br />
events or changes in circumstances indicate the carrying amount of an asset or group of assets may<br />
not be recoverable through the future net cash flows expected to be generated by the asset or group<br />
of assets. If such assets are considered impaired, the impairment is recognized by the extent that<br />
carrying value exceeds fair value.<br />
(e)<br />
(f)<br />
Capitalization of Interest<br />
Interest costs are capitalized as part of the cost of various capital assets under construction. <strong>WFEC</strong><br />
uses the weighted average rate of interest associated with long-term borrowings. Interest charged to<br />
construction during <strong>2011</strong> and 2010 totaled $855,000 and $1,032,000, respectively.<br />
Restricted Cash<br />
Restricted cash consists of the following:<br />
<br />
<br />
A Contingent Cash Reserve (CCR) that is restricted by <strong>WFEC</strong> Board Policy to be utilized<br />
based upon certain significant events or other approved uses as determined by the Board. The<br />
CCR had a balance of $22,790,000 and $21,896,000 as of December 31, <strong>2011</strong> and 2010,<br />
respectively.<br />
A Cushion of Credit (Unapplied Advance Payment) account with the RDUP. As an RDUP<br />
borrower, <strong>WFEC</strong> may participate in the RDUP Cushion of Credit Program, which allows<br />
voluntary prepayment of debt. These advance payments are held on behalf of <strong>WFEC</strong> and earn<br />
interest at 5% per annum. The prepaid account balance and earned interest may only be used<br />
for debt service on loans made or guaranteed under the Rural Electrification Act. The Cushion<br />
of Credit account had a balance of $29,048,000, of which $22,790,000 represents CCR funds<br />
as of December 31, <strong>2011</strong>, and $17,359,000 as of December 31, 2010 which represented a<br />
portion of the CCR balance.<br />
(Continued)<br />
29
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
<br />
Other cash accounts with funds that are restricted as to withdrawal for various purposes had a<br />
total balance of $2,380,000 and $1,634,000 as of December 31, <strong>2011</strong> and 2010, respectively.<br />
(g)<br />
(h)<br />
(i)<br />
(j)<br />
(k)<br />
<br />
A Debt Service Reserve account that is set aside in case of default on an interest and/or<br />
principal payment of long-term debt. The Debt Service Reserve account had a balance of<br />
$1,272,000 as of December 31, <strong>2011</strong> and 2010, and is reflected as other noncurrent assets in<br />
the accompanying financial statements.<br />
Cash and Cash Equivalents<br />
For purposes of reporting cash flows, cash and cash equivalents include unrestricted cash on hand<br />
and investments purchased with original maturities of three months or less.<br />
Investments in Associated Organizations<br />
Investments in associated organizations are stated at cost plus <strong>WFEC</strong>’s share of patronage capital<br />
credits allocated, reduced by distributions received.<br />
Inventories<br />
Inventories of coal and oil, and materials and supplies of <strong>WFEC</strong> are valued at average cost. These<br />
inventories are consumed by <strong>WFEC</strong>’s operations or utilized as additions to electric utility plant and<br />
are not held for resale.<br />
Emission Allowances<br />
In accordance with the Federal Clean Air Act, <strong>WFEC</strong> has received an annual allocation of<br />
SO 2 (sulfur dioxide) emission allowances from the Environmental Protection Agency as part of a<br />
nationwide program to limit SO 2 emissions. An allowance provides authority to emit one ton of SO 2 .<br />
Under this program, <strong>WFEC</strong> has received more SO 2 allowances than it has utilized. The unutilized<br />
SO 2 allowances have no cost basis and are therefore not recorded on the balance sheet.<br />
<strong>Electric</strong> Rates<br />
The Board of Trustees of <strong>WFEC</strong> has full authority to establish the electric rates charged to members,<br />
subject to approval by RDUP.<br />
<strong>WFEC</strong> bills its members fuel costs as a component of electric rates. The fuel billing rate is designed<br />
to accumulate and maintain an over recovered fuel account balance. An over recovery of<br />
approximately $10,064,000 and $15,853,000 at December 31, <strong>2011</strong> and 2010, respectively, was<br />
recorded in accounts payable and accrued liabilities.<br />
(l)<br />
Regulatory Assets and Liabilities<br />
<strong>WFEC</strong> defers certain expenses that will be recovered through <strong>WFEC</strong>’s future rates (see note 5) in<br />
accordance with accounting principles generally accepted in the United States of America applicable<br />
to rate-regulated enterprises. Regulatory assets are charged as an expense, if and when future<br />
recovery in rates of that asset is no longer probable. <strong>WFEC</strong> also defers certain gains that will be<br />
credited to revenues over future periods for rate making purposes.<br />
30<br />
(Continued)
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
(m)<br />
(n)<br />
(o)<br />
(p)<br />
Revenues<br />
Revenues from the sale of electricity are recorded based on energy provided, including cost of fuel,<br />
to customers and on contracts and scheduled power usages, as appropriate.<br />
Derivative Instruments and Hedging Activities<br />
<strong>WFEC</strong>’s activities expose it to a variety of market risks, including interest rates and commodity<br />
prices. Management has established risk management policies and strategies to reduce the potentially<br />
adverse effects that the volatility of the markets may have on its operating results. These policies and<br />
strategies include the use of derivative instruments for hedging purposes. <strong>WFEC</strong> designates its<br />
interest rate cash flow hedge derivatives as such on the date the derivative contract is entered into.<br />
<strong>WFEC</strong> formally documents all relationships between interest rate hedging instruments and hedged<br />
items, as well as its risk-management objective and strategy for undertaking various hedge<br />
transactions. <strong>WFEC</strong> also assesses, both at the interest rate hedge’s inception and on an ongoing<br />
basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting<br />
changes in cash flows of hedged items. These derivative instruments generally qualify as cash flow<br />
hedges under Accounting Standard Codification (ASC) 815-30, Derivatives and Hedging – Cash<br />
Flow Hedges, as amended. If hedge treatment is obtained, unrealized gains or losses resulting from<br />
these instruments are deferred as a component of accumulated other comprehensive income (loss)<br />
until the corresponding item being hedged is settled, at which time the gain or loss is recognized. See<br />
note 12.<br />
Related Parties<br />
The members of <strong>WFEC</strong> purchase power from <strong>WFEC</strong>. The terms of transactions are based upon<br />
formal long-term contracts approved by <strong>WFEC</strong>’s Board of Trustees and are settled monthly,<br />
generally requiring the members to purchase 100% of the members’ purchased power requirements<br />
from <strong>WFEC</strong>. The contracts allow the Board of Trustees to establish base energy rates that allow<br />
recovery of cost of utility plant, fuel, and other operating costs incurred by <strong>WFEC</strong>. No collateral is<br />
pledged to <strong>WFEC</strong> from its members to collateralize the outstanding accounts receivable. The only<br />
exception relates to four New Mexico members with Transition Agreements providing for immediate<br />
and short-term power requirements to be provided from their existing contracts with Southwestern<br />
Public Service Company (SPS) at prescribed contract quantities and periods. No <strong>WFEC</strong> power sales<br />
were made to the New Mexico members in 2010 or <strong>2011</strong>. See note 13. <strong>WFEC</strong> has wholesale power<br />
contracts with 21 of its distribution cooperative members through the year 2050 and with two of its<br />
members through the year 2025. In <strong>2011</strong>, the distribution cooperative members with contracts<br />
through 2050 represented 83% of <strong>WFEC</strong> member cooperative sales.<br />
Concentration of Credit Risk<br />
Concentration of credit risk exists with respect to trade accounts receivable of which approximately<br />
98% of accounts receivable from energy sales at December 31, <strong>2011</strong> are from power sales from<br />
<strong>WFEC</strong>’s members. The credit risk for accounts receivable from nonmember sales is managed<br />
through monitoring procedures.<br />
(Continued)<br />
31
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
(q)<br />
(r)<br />
Regional Transmission Organization Accounting<br />
<strong>WFEC</strong> participates in the Energy Imbalance Services Market under the Southwest Power Pool (SPP)<br />
Regional Transmission Organization (RTO). An RTO is an organization that is established to control<br />
and manage the transportation and flows of electricity over an area that is generally larger than a<br />
single power company’s system. <strong>WFEC</strong> records RTO transactions on an hour-to-hour basis.<br />
Transactions within each individual hour are netted to a single purchase or sale based on actual load<br />
and net megawatt hour generation.<br />
New and Recently Adopted Accounting Pronouncements<br />
In <strong>2011</strong>, the FASB issued ASU <strong>2011</strong>-09 Disclosures about an Employer’s Participation in<br />
Multiemployer Plans, which requires additional disclosures related to an employer’s participation in<br />
multiemployer retirement plans. The additional disclosure requirements are effective for annual<br />
periods ending after December 15, 2012 for nonpublic entities. Under ASU <strong>2011</strong>-09, employers that<br />
participate in multiemployer pension plans are required to provide a tabular disclosure for<br />
individually significant pension plans. This disclosure should include, among other items, the plan<br />
legal name, the most recent “zone status” and the plan’s year-end date, the indication of date(s) of<br />
collective bargaining agreements, required minimum contributions, and indication of what plans are<br />
subject to a funding improvement plan, whether the employer paid a surcharge to the plan, the<br />
amount of contributions made to each individually significant plan, the total contributions made to<br />
all other plans in aggregate, and whether the employer’s contributions represent more than 5% of<br />
total plan contributions. The company is currently evaluating this new guidance.<br />
(2) <strong>Electric</strong> Utility Plant<br />
Major classes of electric utility plant as of December 31 are as follows:<br />
<strong>2011</strong> 2010<br />
(In thousands)<br />
Production plant $ 833,221 699,944<br />
Transmission plant 280,212 271,791<br />
Distribution plant 136,554 132,165<br />
General plant 80,734 78,661<br />
Unclassified plant 22,074 142,696<br />
<strong>Electric</strong> utility plant-in-service 1,352,795 1,325,257<br />
Construction work-in-progress 27,554 27,653<br />
Total electric utility plant $ 1,380,349 1,352,910<br />
Unclassified plant decreased and production plant increased approximately $121,086,000 due primarily to<br />
the classification of the new 145-megawatt Anadarko capacity addition.<br />
32<br />
(Continued)
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
In May 2001, GenCo completed construction of two 45.5 megawatt simple cycle generating facilities,<br />
fueled by natural gas, in Anadarko, Oklahoma. An agreement was entered into with another party to<br />
purchase 100% of the capacity of these units at commercial operation for a term of up to 20 years, with<br />
<strong>WFEC</strong> retaining certain recall rights. Currently, <strong>WFEC</strong> has recalled 51 megawatts. <strong>WFEC</strong> has the right,<br />
but not the obligation, to recall the remaining 40 megawatts of capacity of the plant during the remaining<br />
operating term. In 2007, <strong>WFEC</strong> entered into a purchase power agreement with the other party to utilize the<br />
remaining 40 megawatts of capacity of the plant for specific months from June 1, 2007 through<br />
February 29, 2012. In 2010, the purchase power agreement was extended through February 28, 2017.<br />
<strong>WFEC</strong> will be responsible for fuel and related costs under the terms of the agreement for these contracted<br />
periods.<br />
The other party provided $6,800,000 of financing. This note has a fixed rate of interest and is payable<br />
annually through 2021. Interest of approximately $400,000 that had accumulated through September 2001<br />
(during the construction phase) was added to the note principal. As of December 31, <strong>2011</strong>, the balance of<br />
the note was $4,999,000 and is included in long-term debt.<br />
(3) Investments in Associated Organizations and Other Investments<br />
<strong>2011</strong> 2010<br />
(In thousands)<br />
National Rural Utilities <strong>Cooperative</strong> Finance<br />
Corporation (CFC):<br />
3% capital term certificates $ 300 300<br />
5% capital term certificates 6,130 6,130<br />
Patronage capital certificates 1,077 971<br />
CoBank Class A stock 4,577 3,910<br />
ACES Power Marketing 1,141 1,097<br />
Lease – leaseback related investments (see note 4) 111,770 106,315<br />
Other 44 43<br />
$ 125,039 118,766<br />
<strong>WFEC</strong> purchased capital term certificates and stock as required by institutions under borrowing<br />
arrangements. Fair value of the certificates and stock is not readily determinable.<br />
In 2002, <strong>WFEC</strong> joined ACES Power Marketing (ACES) as a member. As of December 31, <strong>2011</strong>, <strong>WFEC</strong><br />
owned 5.26% of ACES equity. The investment in the partnership is accounted for using the equity method<br />
of accounting.<br />
The Lease – leaseback investment includes $8,930,000 of accrued interest receivable and $102,840,000 of<br />
government agency obligations presented at cost. Fair value of the government agency obligations at<br />
December 31, <strong>2011</strong> and 2010, were $146,009,000 and $109,621,000, respectively.<br />
(Continued)<br />
33
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
(4) Lease – Leaseback Transaction<br />
On May 31, 2001, <strong>WFEC</strong> entered into a long-term lease transaction with a limited liability company (LLC)<br />
owned by a partnership for the benefit of two unaffiliated institutional equity investors. Under the terms of<br />
the transaction, <strong>WFEC</strong> entered into a 56-year lease of its interest in the Hugo Generation Station and<br />
certain of its transmission facilities (collectively, the Facility) to such LLC, and simultaneously entered<br />
into a 26-year lease of the Facility back from the LLC. This transaction is reflected as a financing<br />
transaction for financial reporting purposes. All rent under the long-term lease of the Facility was paid by<br />
the LLC to <strong>WFEC</strong> on the closing date of the transaction in an amount equal to $420,000,000. From these<br />
proceeds, approximately $293,000,000 was paid to a Payment Undertaker for its entering into a Payment<br />
Undertaking Agreement (PUA) with <strong>WFEC</strong>. Under the terms of the PUA, the Payment Undertaker<br />
assumed primary liability to pay a portion of <strong>WFEC</strong>’s rental obligations. In accordance with meeting the<br />
provisions of ASC Topic 860, Transfers and Servicing, such portion of the liability and the corresponding<br />
PUA were extinguished for financial reporting purposes. As of December 31, 2009, the investments<br />
balance was $112,474,000 and the debt balance was $156,440,000.<br />
The investments were pledged as collateral for <strong>WFEC</strong>’s obligations under certain credit enhancement<br />
purchased in connection with the lease. In addition, the transaction resulted in a gross cash benefit to<br />
<strong>WFEC</strong> of $46,814,000 that, pursuant to U.S. generally accepted accounting principles applicable to rate<br />
regulated enterprises and as authorized by the Board of Trustees, is being recognized on a straight-line<br />
basis over the term of the leaseback to <strong>WFEC</strong>, by deferring interest expense in the early years as a<br />
regulatory asset and amortizing the deferral in the later years. At the expiration of the leaseback period,<br />
one option available to <strong>WFEC</strong> is to exercise a fixed price purchase option, which, if exercised, would<br />
allow <strong>WFEC</strong> to terminate the long-term lease from <strong>WFEC</strong> to the LLC, repay the outstanding debt<br />
associated with the lease, and retain all other rights of ownership with respect to the Facility.<br />
The use of the cash benefit of $46,814,000 from the transaction was restricted by the RDUP. With RDUP<br />
approval, $26,000,000 funded specific construction projects and the balance of $20,814,000 was available<br />
to be utilized based upon certain significant events. RDUP authorized a transfer of the funds to a Special<br />
Construction Fund (SCF) account in 2007. The SCF account was available to fund <strong>WFEC</strong> Board and<br />
RDUP approved construction projects or other uses as mutually agreed by both parties. The SCF balance<br />
as of December 31, 2009 was $25,711,000.<br />
The PUA and Investments described above were entered into with affiliates of Ambac Assurance<br />
Corporation (Ambac). Ambac also provided the equity investors in the lease with credit enhancement that<br />
protected their outstanding exposure upon the event of default by <strong>WFEC</strong>. In 2008, Ambac was<br />
downgraded on several occasions by the major credit rating agencies principally as a result of its exposure<br />
to troubled investments in the securitized debt and mortgage markets. Under the terms of the agreement,<br />
<strong>WFEC</strong> was required to provide a replacement or additional enhancement within 60 days of Ambac no<br />
longer meeting the minimum credit criteria. In June 2008, the equity investors notified <strong>WFEC</strong> of its<br />
obligation under the lease due to Ambac’s rating falling below the requisite threshold. During this<br />
challenging credit environment, <strong>WFEC</strong> pursued a number of options for addressing the situation presented<br />
by Ambac’s downgrade and at the same time negotiated multiple extensions of the deadline for<br />
replacement or additional enhancement with the equity investors.<br />
34<br />
(Continued)
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
On February 27, 2009, the participants to the lease-leaseback transaction (lease) agreed to restructure a<br />
portion of the 2001 lease, which was affected by a prepayment of the portion of basic rent that was due<br />
from an affiliate of Ambac for 90% of the nonrecourse debt (Series A debt) in the lease. This repayment<br />
was provided by <strong>WFEC</strong> using the redemption proceeds of the Payment Undertaking Agreement (PUA),<br />
which was also held by Ambac. Although the Series A debt, for which the PUA provided economic<br />
defeasance had been extinguished for financial accounting purposes, continued reliance on the PUA would<br />
have left <strong>WFEC</strong> with substantial exposure if Ambac were unable to pay this portion of ongoing rent. The<br />
Series B debt, which was provided originally by a third party, remained in place. In order to keep the<br />
equity investors whole, as required by the terms of the lease, the rent prepayment required <strong>WFEC</strong> to make<br />
an additional rent payment of $3,749,000 at closing. The additional payment adjusted the original amount<br />
of transaction gain and, as such, reduced the straight-line gain recognition from approximately $1,819,000<br />
per year to $1,673,000 per year, prospectively. As of December 31, 2009, the deferred gain was<br />
approximately $28,601,000.<br />
On May 3, 2010, the participants to the lease agreed to further amend the 2001 lease and the Ambac Credit<br />
Products was replaced with Berkshire Hathaway Assurance Corporation as the credit enhancement<br />
provider. Ambac liquidated the Guaranteed Investment Contracts (GIC) held for the equity investors and<br />
Series B loan payments at an amount less than full accreted value (for approximately 68% of the accreted<br />
value or $78,083,000 as of May 3, 2010). In connection with such amendment and liquidation, the Ambac<br />
credit default swap and surety bond securing such swap, which provided credit enhancement in the lease,<br />
were terminated and Ambac was released from further liability under such swap, surety bond and GIC’s.<br />
The proceeds of the liquidation were reinvested in U.S. government agency securities to economically<br />
defease the remaining equity investor periodic rent payments, the equity investor portion of the purchase<br />
option price at the end of the lease term and the Series B loan balloon payment due at the end of the lease<br />
term (2027). This required an additional cash contribution (over and above the Ambac GIC liquidation<br />
proceeds) of $24,757,000. With Board and RDUP approval, the cash source was a portion of the original<br />
proceeds of the lease transaction held in the SCF. As a result of the above described substitution of the<br />
agency securities for the Ambac GIC’s, the amount of interest to be earned on the securities defeasance<br />
account will be lower over the lease term by $35,848,000. Additional rent of $4,360,000 is owed due to a<br />
change in interest rate on the Series B debt. In turn, the net gain of the transaction was reduced from<br />
$1,673,000 per year to $102,000 per year, prospectively. As of December 31, <strong>2011</strong>, gain to be recognized<br />
in the future is $1,523,000.<br />
The remaining Series B loan payments (prior to the balloon) are no longer economically defeased and<br />
<strong>WFEC</strong> will pay them as they are due out of the remaining original proceeds and operating cash flows. At<br />
December 31, <strong>2011</strong>, the Series B debt balance was $35,254,000, of which the present value of the<br />
nondefeased payment obligations was $26,213,000.<br />
<strong>WFEC</strong> contracted with Berkshire Hathaway to provide credit enhancement for the equity termination<br />
value. <strong>WFEC</strong> paid the enhancement fee for the remaining portion of <strong>2011</strong> and 2012 at closing and,<br />
hereafter, is required under the amended lease to make payments every October for the subsequent<br />
calendar year through the remainder of the lease term.<br />
(Continued)<br />
35
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
<strong>WFEC</strong> received Board and RDUP authority to defer and amortize as a regulatory asset (a) the reduced gain<br />
of $2,856,000, (b) the GIC liquidation loss of $36,745,000, (c) the adjustment to reflect reduced interest<br />
income and the change in pattern of gain amortization of $13,487,000, and (d) the remaining transaction<br />
fees of $167,000 straight line over the remaining term of the lease (2027) under ASC 980, which<br />
approximates $2,853,000 annual amortization. At December 31, <strong>2011</strong>, the regulatory asset balance is<br />
$51,456,000. See note 5. <strong>WFEC</strong>’s electric rates are designed to recover this cost.<br />
As of December 31, <strong>2011</strong>, the investments balance is $111,770,000 and the debt balance is $163,357,000.<br />
(5) Regulatory Assets and Other Assets and Liabilities<br />
<strong>WFEC</strong> is subject to the provisions of ASC 980, Regulated Operations. Regulatory assets represent<br />
probable future revenue to <strong>WFEC</strong> associated with certain costs which will be recovered from customers<br />
through the ratemaking process. Deferred debits and credits at December 31 contained the following:<br />
<strong>2011</strong> 2010<br />
(In thousands)<br />
Regulatory assets:<br />
Unamortized cost associated with lease/leaseback<br />
(see note 4) $ 51,456 53,241<br />
Other assets:<br />
Preliminary survey and investigation charges 659 697<br />
Unamortized debt expense 935 20<br />
$ 53,050 53,958<br />
Other liabilities:<br />
Unearned revenue $ 1,029 1,373<br />
As of December 31, <strong>2011</strong>, <strong>WFEC</strong>’s regulatory assets are being reflected in rates charged to customers over<br />
16 years.<br />
The regulatory and other assets are reflected in deferred debits and unearned revenue is reflected in other<br />
liabilities in the accompanying consolidated balance sheet.<br />
With Board and RDUP approval, in 2009 and 2008 <strong>WFEC</strong> deferred recognition of $13,038,000 and<br />
$3,492,000, respectively, of revenue from additional utilization of utility plants. This was to mitigate the<br />
rate impact of a new generation facility and other increased costs to <strong>WFEC</strong>’s members. The cash<br />
equivalent of the deferred revenue was segregated and restricted until subsequently amortized into revenue<br />
in 2010.<br />
(6) Patronage Capital<br />
<strong>WFEC</strong>’s mortgage and certain loan agreements (See note 7) contain restrictions on distributions of capital<br />
contributed by members. There was no patronage retirement for the years 2010 and <strong>2011</strong>.<br />
36<br />
(Continued)
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
(7) Debt<br />
Patronage capital is calculated based on <strong>WFEC</strong>’s net income as determined for federal income tax<br />
purposes. For financial reporting purposes, net margins are assigned to members on a patronage basis.<br />
Member capital as of December 31, <strong>2011</strong> of $189,538,000 is comprised of $160,326,000, which has been<br />
assigned to members, $10,463,000 of <strong>2011</strong> net margin and $18,749,000 of prior years net unassigned<br />
margins. Member capital as of December 31, 2010 of $172,819,000 is comprised of $130,115,000, which<br />
has been assigned to members, $23,955,000 of 2010 net margin and $18,749,000 of prior years net<br />
unassigned margins.<br />
Long-term debt at December 31 consisted of the following:<br />
<strong>2011</strong> 2010<br />
(In thousands)<br />
First mortgage notes:<br />
Notes payable to Federal Financing Bank (FFB), interest<br />
from 2.14% to 11.37%, a weighted average of 5.14%,<br />
due in quarterly installments through 2043 $ 460,835 444,316<br />
Notes payable to the RDUP, interest from 4.75% to 5.00%,<br />
a weighted average of 4.76%, due in monthly and<br />
quarterly installments through 2025 8,275 8,689<br />
Note payable to CoBank, interest at 5.71%, due in quarterly<br />
installments through January 2019 7,832 8,536<br />
Note payable to CoBank, interest at 6.22%, due in monthly<br />
installments through November 2025 2,920 3,028<br />
Notes payable to CFC with varying amounts, interest from<br />
5.15% to 5.50%, due in annual installments through 2016 3,299 4,615<br />
Notes payable to CoBank, interest at a weighted average of<br />
6.36%, due in quarterly installments through April 2038 118,998 120,681<br />
Notes payable to CFC with varying amounts, interest<br />
from 2.35% to 4.55%, due in quarterly installments<br />
through June 2024 18,410 19,740<br />
Other notes:<br />
Notes payable to CFC, interest at 5.65% through 2018<br />
and 5.55% through 2023, due in quarterly<br />
installments through 2023 16,491 17,430<br />
Note payable to CoBank, interest at 6.34% due in quarterly<br />
installments through April 2016 2,183 2,602<br />
Lease termination obligation payable to Hugo Generation, at<br />
maturity in 2027, interest imputed at a fixed rate of 4.09% 163,357 159,470<br />
Note payable to CoBank, at a variable interest rate, with<br />
a fixed rate swap at 5.88% plus 1.875%, principal due<br />
annually through 2020, interest payments quarterly 19,125 20,750<br />
Note payable, interest at 7.56%, due in annual installments<br />
through 2021 4,999 5,327<br />
(Continued)<br />
37
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
<strong>2011</strong> 2010<br />
(In thousands)<br />
Notes payable to CoBank, interest from 1.56% to 3.50%<br />
at December 31, <strong>2011</strong>, due May 2015, syndicated<br />
revolving loan agreement $ 38,725 —<br />
865,449 815,184<br />
Less current portion of long-term debt 37,012 31,126<br />
Total long-term debt $ 828,437 784,058<br />
<strong>Annual</strong> payments of long-term debt for years subsequent to December 31, <strong>2011</strong> are as follows<br />
(in thousands):<br />
2012 $ 37,012<br />
2013 32,924<br />
2014 34,462<br />
2015 74,621<br />
2016 29,114<br />
Thereafter 657,316<br />
$ 865,449<br />
In 2009, a $150,000,000 CoBank revolving line of credit facility was amended to provide for bridge<br />
funding and term-out provisions for long-term permanent financing of the 145-megawatt Anadarko<br />
Capacity Addition declared commercial June 30, 2009. With a lien accommodation authorized by RDUP,<br />
the commitment was secured and reduced to $125,000,000. <strong>WFEC</strong> converted the drawn balance of<br />
$121,086,000 in September 2010 to permanent fixed-rate financing with CoBank maturing April 2038.<br />
In 2010, <strong>WFEC</strong>’s unsecured committed revolving line of credit with CoBank to provide interim financing<br />
of construction projects and general operating needs was increased from $75,000,000 to $100,000,000 and<br />
the term extended to May 31, <strong>2011</strong>. In May <strong>2011</strong>, the line was replaced with a $200,000,000 unsecured<br />
committed four-year syndicated revolver with CoBank acting as lead arranger and administrative agent.<br />
The outstanding balance on the CoBank lines of credit at December 31, <strong>2011</strong> and 2010 was $38,275,000<br />
and $46,678,000, respectively. During <strong>2011</strong>, <strong>WFEC</strong> was able to refinance the previous short term notes to<br />
long term debt. The commitment matures in 2015.<br />
<strong>WFEC</strong> also has a three-year unsecured committed revolving line of credit with CFC totaling $75,000,000<br />
with a term through October 2013. Advances on the CFC facility bear interest at a floating rate and the<br />
facility is renewable at the discretion of the lender and <strong>WFEC</strong>. No advances were outstanding on the CFC<br />
line of credit at December 31, <strong>2011</strong> and 2010, respectively. A $670,000 letter of credit had been issued<br />
under this arrangement.<br />
38<br />
(Continued)
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
Approximately $161,275,000 and $74,330,000 of borrowing capacity was available on the CoBank and<br />
CFC lines of credit, respectively, at December 31, <strong>2011</strong>, net of outstanding Letters of Credit and line<br />
advances.<br />
In order to provide additional financing alternatives, during <strong>2011</strong> <strong>WFEC</strong> took action to substitute an<br />
indenture of mortgage for its Restated and Consolidated Mortgage and Security Agreement. Consequently,<br />
<strong>WFEC</strong> executed an Indenture of Mortgage, Deed of Trust, Security Agreement and Financing Statement,<br />
dated as of April 8, <strong>2011</strong> (Indenture), between <strong>WFEC</strong>, as Grantor, to U.S. Bank National Association, as<br />
Trustee. All mortgage notes secured by the Indenture are secured equally and ratably by a first priority lien<br />
on substantially all of the assets of <strong>WFEC</strong>, subject to certain exceptions and limitations. Under the terms of<br />
<strong>WFEC</strong>’s Indenture, substantially all of the after-acquired assets of <strong>WFEC</strong> become subject to the lien of the<br />
Indenture. Also, under the terms of the Indenture, the RDUP Loan Contract and other loan agreements,<br />
<strong>WFEC</strong> must maintain certain financial covenants. <strong>WFEC</strong> was in compliance with these financial<br />
convenants at December 31, <strong>2011</strong>.<br />
<strong>WFEC</strong> had approximately $120,436,000 of unadvanced funds available at December 31, <strong>2011</strong> from FFB<br />
on notes previously executed. Approximately $62,474,000 is available for transmission and distribution<br />
additions and replacements and $57,962,000 for generation system improvement projects.<br />
During <strong>2011</strong>, RDUP approved a loan guarantee commitment in the amount of $184,100,000 for the<br />
purpose of financing certain <strong>WFEC</strong> generation and transmission projects planned for the 2012-2015<br />
construction work plan period. Approximately $62,509,000 is committed for transmission and distribution<br />
additions and replacement and $121,591,000 for generation system improvement projects.<br />
In 2001, a construction loan, used to finance GenCo’s two new generating units, totaling approximately<br />
$35,000,000, was converted to a 20-year term loan with a variable interest rate. GenCo simultaneously<br />
entered into an interest rate swap agreement to fix the rate at 5.88%. In addition to the variable rate, GenCo<br />
must pay an additional 1.875% to CoBank, which increases over the life of the loan to 2.25%. This term<br />
loan is classified as long-term debt.<br />
(8) Production Expenses<br />
<strong>WFEC</strong>’s production expenses for the years ended December 31 include the following:<br />
<strong>2011</strong> 2010<br />
(In thousands)<br />
Fuel $ 142,782 151,562<br />
Other production expenses 18,229 18,919<br />
Total production expenses $ 161,011 170,481<br />
As disclosed in note 1, under <strong>WFEC</strong>’s contracts with its members, costs of fuel are recovered through rates<br />
charged to members.<br />
(Continued)<br />
39
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
(9) Income Taxes<br />
<strong>WFEC</strong> is a nonexempt cooperative subject to federal and state income taxes and files a consolidated tax<br />
return. As a cooperative, <strong>WFEC</strong> is entitled to exclude patronage dividends from taxable income. <strong>WFEC</strong>’s<br />
bylaws require it to declare patronage dividends in an aggregate amount equal to <strong>WFEC</strong>’s federal taxable<br />
income from its furnishing of electric energy and other services to its member-patrons. Accordingly, such<br />
income will not be subject to income taxes.<br />
Nonmember operations are subject to federal income taxes. Historically, <strong>WFEC</strong>’s nonmember operations<br />
have generated tax losses. The primary differences between <strong>WFEC</strong>’s book income and <strong>WFEC</strong>’s<br />
nonmember tax losses are the result of the tax accounting for certain leases.<br />
As of December 31, <strong>2011</strong> and 2010, <strong>WFEC</strong>’s deferred tax asset before valuation allowance was<br />
approximately $8,154,000 and $9,146,000, respectively. Based on <strong>WFEC</strong>’s historical results, management<br />
does not believe that it is more likely than not that <strong>WFEC</strong> will be able to realize the benefit of the deferred<br />
tax asset, which includes net operating loss carryforwards of approximately $18,512,000, which expire in<br />
<strong>2011</strong> and thereafter.<br />
No income tax expense was provided in <strong>2011</strong> and 2010, due to the availability of net operating loss<br />
carryforwards to offset nonmember income for tax purposes.<br />
The approximate net deferred tax asset and valuation allowance at December 31 were as follows:<br />
<strong>2011</strong> 2010<br />
(In thousands)<br />
Tax-effected gross deductible temporary differences $ 11,894 13,900<br />
Tax-effected gross taxable temporary differences (3,740) (4,754)<br />
Deferred tax asset 8,154 9,146<br />
Less valuation allowance (8,154) (9,146)<br />
Net deferred tax asset $ — —<br />
(10) Retirement Plans<br />
Substantially all employees of <strong>WFEC</strong> participate in the National Rural <strong>Electric</strong> <strong>Cooperative</strong> Association<br />
(NRECA) Retirement Security Plan (RS Plan), a defined benefit pension plan qualified under Section 401<br />
and tax-exempt under Section 501(a) of the Code. <strong>WFEC</strong> makes monthly contributions to the plan equal to<br />
the amounts accrued for pension expense, which is dependent on the employee’s date of hire. During <strong>2011</strong><br />
and 2010, <strong>WFEC</strong> contributed approximately $6,902,000 and $6,737,000, respectively, to the plan. In this<br />
master multiemployer plan that is available to all member cooperatives of the NRECA, the accumulated<br />
benefits and plan assets are not determined or allocated separately by individual employer.<br />
40<br />
(Continued)
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
Substantially all employees of <strong>WFEC</strong> also participate in the NRECA 401(k) Pension Plan option. Under<br />
the plan, <strong>WFEC</strong> contributes amounts not to exceed 8% of the respective employee’s base pay to the plan,<br />
dependent on the employee’s level of participation and the employee’s date of hire. Employees may<br />
contribute up to the IRS prescribed limit of their base pay to the plan. Contributions are immediately 100%<br />
vested. Benefits paid under the plan are limited to the sum of the employee’s and <strong>WFEC</strong>’s contributions<br />
and investment earnings or losses on those contributions. <strong>WFEC</strong> contributed approximately $1,063,000<br />
and $869,000 to the plan in <strong>2011</strong> and 2010, respectively.<br />
In addition to the defined benefit and defined contribution retirement plans, <strong>WFEC</strong> sponsors a health care<br />
plan that provides postretirement medical benefits to non-Medicare eligible retired employees who meet<br />
minimum age and years-of-service requirements. The plan is contributory with retiree contributions subject<br />
to annual adjustment, and contains other cost-sharing features such as deductibles and coinsurance. <strong>WFEC</strong><br />
contributes to retiree health care benefits in years when retiree claims exceed premiums. <strong>WFEC</strong>’s policy is<br />
to fund the cost of medical benefits as incurred.<br />
(11) Fair Value of Financial Instruments<br />
At December 31, <strong>2011</strong> and 2010, <strong>WFEC</strong>’s financial instruments included cash, cash equivalents, restricted<br />
cash, investments in associated organizations and other investments, accounts receivable, accounts<br />
payable, long-term debt and a cash flow hedge.<br />
At December 31, <strong>2011</strong> and 2010, the fair market values of cash and cash equivalents, restricted cash,<br />
accounts receivable, and accounts payable approximated carrying values because of the short-term nature<br />
of these instruments. The fair value of investments in patronage capital and stock is not readily<br />
determinable. The carrying value of the capital term certificates are considered to be their fair value, as<br />
they represent an ownership interest in member-owned institutions and do not have a market for exchange.<br />
The assumption used in determining the fair value of <strong>WFEC</strong>’s long-term variable interest rate debt is that<br />
the fair value approximates the carrying value, as the debt reprices at least annually to a market interest<br />
rate. Fair value of <strong>WFEC</strong>’s long-term fixed interest rate debt is calculated to be the discounted cash flows<br />
of the debt based upon long-term fixed interest rates that <strong>WFEC</strong> could obtain at December 31, <strong>2011</strong> and<br />
2010, respectively. Under the provision of ASC 820-10, Fair Value Measurements and Disclosure, the fair<br />
value is determined based upon Level 2, significant other observable inputs, defined as inputs that are<br />
either directly or indirectly observable. The estimated fair value of the long-term debt at December 31,<br />
<strong>2011</strong> and 2010 is approximately $898,116,000 and $817,811,000, respectively. See note 12 for a<br />
discussion of the fair value of derivative instruments.<br />
(12) Derivative Instruments and Hedging Activities<br />
The Company periodically enters into commodity swap, collar and option contracts for a portion of its<br />
anticipated natural gas or power purchases, to manage the price risk associated with fluctuations in market<br />
prices. These contracts limit the unfavorable effect that price increases will have on natural gas or power<br />
purchases. <strong>WFEC</strong> has elected to not designate its commodity contracts as cash flow hedges; therefore,<br />
changes in the fair value of the commodity contracts are recorded as an asset or liability and as an increase<br />
or reduction to production or purchased power expense. In accordance with ASC 980-10, Regulated<br />
Operations, gains and losses from price management activities are included in <strong>WFEC</strong>’s fuel cost recovered<br />
from members as part of <strong>WFEC</strong>’s rate-making policy. As such, an asset or liability, that offsets the change<br />
(Continued)<br />
41
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
in the fair value of the commodity contracts recorded in production or purchased power expense, is<br />
established to record the amount of fuel costs over collected from or unbilled to members of <strong>WFEC</strong>. The<br />
fair value of the commodity swaps resulted in a liability and a related receivable from members (through<br />
future increased fuel charges) of $4,261,000 and $2,818,000 as of December 31, <strong>2011</strong> and 2010,<br />
respectively. The fair value of the liability is reflected in accounts payable and accrued liabilities in the<br />
accompanying financial statements. <strong>WFEC</strong> has entered into derivative type commodity contracts for future<br />
transactions with terms expiring through December 2012.<br />
GenCo entered into an interest rate swap agreement to manage fluctuations in cash flows resulting from<br />
interest rate risk. This swap changes the variable-rate cash flow exposure on the debt obligation to fixed<br />
cash flows. Under the terms of the interest rate swap, GenCo receives variable interest rate payments and<br />
makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt. Changes in the fair<br />
value of the interest rate swap, which is designated as a hedging instrument that effectively offsets the<br />
variability of cash flows associated with variable-rate, long-term debt obligation is reported in equity as<br />
other comprehensive income. This amount subsequently is reclassified into interest expense as a yield<br />
adjustment of the hedged interest payments in the same period in which the related interest affects<br />
earnings. For the years ended December 31, <strong>2011</strong> and 2010, <strong>WFEC</strong> reclassified losses of $1,147,000 and<br />
$1,224,000, respectively, into interest expense. The fair value of the interest rate swap was obtained from<br />
dealer quotes. This value represents the estimated amount <strong>WFEC</strong> would receive or pay to terminate the<br />
agreement, taking into consideration current interest rates. The fair value of the swap at December 31,<br />
<strong>2011</strong> and 2010 was a liability of $3,966,000 and $3,520,000, respectively, and is included in other<br />
liabilities in the accompanying consolidated balance sheets.<br />
<strong>WFEC</strong> expects $1,000,000 of the existing losses that are reported on accumulated other comprehensive<br />
income at December 31, <strong>2011</strong>, to be reclassified into earnings within the next twelve months.<br />
<strong>WFEC</strong> utilizes valuation techniques that maximize the use of observable inputs and minimize the use of<br />
unobservable inputs to the extent possible. <strong>WFEC</strong> determines fair value based on assumptions that market<br />
participants would use in pricing an asset or liability in the principal or most advantageous market. When<br />
considering market participant assumptions in fair value measurements, the following fair value hierarchy<br />
distinguishes between observable and unobservable inputs, which are categorized in one of the following<br />
levels:<br />
<br />
<br />
<br />
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities<br />
accessible to the reporting entity at the measurement date.<br />
Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset<br />
or liability, either directly or indirectly, for substantially the full term of the asset or liability.<br />
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent<br />
that observable inputs are not available, thereby allowing for situations in which there is little, if any,<br />
market activity for the asset or liability at measurement date.<br />
42<br />
(Continued)
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
The following table presents the placement in the fair value hierarchy of liabilities that are measured at fair<br />
value on a recurring basis at December 31, <strong>2011</strong> and 2010:<br />
Quoted prices<br />
in active Significant<br />
markets for other Significant<br />
identical observable unobservable<br />
assets inputs inputs<br />
(Level 1) (Level 2) (Level 3) <strong>2011</strong><br />
Liabilities:<br />
Commodity derivatives $ — 4,261,000 — 4,261,000<br />
Interest rate derivatives — 3,966,000 — 3,966,000<br />
Total liabilities $ — 8,227,000 — 8,227,000<br />
Quoted prices<br />
in active Significant<br />
markets for other Significant<br />
identical observable unobservable<br />
assets inputs inputs<br />
(Level 1) (Level 2) (Level 3) 2010<br />
Liabilities:<br />
Commodity derivatives $ — 2,818,000 — 2,818,000<br />
Interest rate derivatives — 3,520,000 — 3,520,000<br />
Total liabilities $ — 6,338,000 — 6,338,000<br />
(13) Commitments and Contingencies<br />
Addition of and Sales to New Mexico <strong>Cooperative</strong>s<br />
In 2010, all necessary approvals were received to add four New Mexico distribution cooperatives<br />
(<strong>Cooperative</strong>, collectively <strong>Cooperative</strong>s) to the membership of <strong>WFEC</strong>. Each <strong>Cooperative</strong> executed a<br />
Wholesale Power Contract (WPC) through 2050 and has one vote on the Board of Trustees through their<br />
respective elected representative. Together, the <strong>Cooperative</strong>s have approximately 400 megawatts (MW) of<br />
load. Their service territories are adjacent to one another in southeastern New Mexico and are located in<br />
the Southwest Power Pool (SPP) footprint, as is <strong>WFEC</strong>. The <strong>Cooperative</strong>s will continue to own and<br />
maintain their respective transmission and distribution systems. Transmission service will be provided<br />
through the SPP Open Access Transmission Tariff.<br />
<strong>WFEC</strong> and the <strong>Cooperative</strong>s also executed a Transition Agreement (Agreement), effective in 2010 and<br />
terminating June 1, 2026. During this transition period, the <strong>Cooperative</strong>s are members of <strong>WFEC</strong> with all<br />
rights, privileges and obligations of membership, but with a separate cost of service rate (Segregated Rate).<br />
The Segregated Rate shall generate sufficient revenue to cover the <strong>Cooperative</strong>’s cost of service as well as<br />
produce sufficient revenues that when combined with all other <strong>WFEC</strong> revenues, meet <strong>WFEC</strong><br />
Board-determined reserves. During the transition period, each <strong>Cooperative</strong> shall be responsible for<br />
(Continued)<br />
43
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
(1) costs which are directly and uniquely related to the supply and delivery of electric power and energy to<br />
the respective <strong>Cooperative</strong>, (2) its share of costs common to the <strong>Cooperative</strong>s and (3) its share of costs<br />
common to all members of <strong>WFEC</strong>. After the transition period and for the remaining term of the WPC, the<br />
Segregated Rate shall no longer be used, and the <strong>Cooperative</strong>s shall be a member with a then applicable<br />
cost of service rate or rates common with other members of <strong>WFEC</strong> (Member Rate) and consistent with the<br />
WPC.<br />
Immediate and short-term generation requirements of the <strong>Cooperative</strong>s will continue to be provided from<br />
their existing contracts with Southwestern Public Service Company (SPS). The <strong>Cooperative</strong>s will step out<br />
of those contracts in four increments in 2012, 2017, 2022 and finally 2026 when the contracts terminate.<br />
<strong>WFEC</strong> will be responsible for providing approximately 122 MW in 2017, 300 MW in 2022 and fully<br />
responsible for all needs of the <strong>Cooperative</strong>s after the SPS contracts terminate in 2026. Each of the<br />
<strong>Cooperative</strong>s is responsible for their power supply needs until 2017 through their SPS contracts, self-build<br />
generation or other third party contracts. When <strong>WFEC</strong> begins to supply portions of the requirements in<br />
2017, the remainder will continue to be supplied from the SPS contracts during their remaining term.<br />
<strong>WFEC</strong> may, but is not obligated, to provide any power to the cooperatives until 2017.<br />
All <strong>Cooperative</strong> power supply resources, including the SPS contracts, shall be assigned to <strong>WFEC</strong> in the<br />
next few years, but in any event, no later than spring 2017. Upon such assignment and assumption of<br />
obligations, the <strong>Cooperative</strong>s shall, through June 1, 2026, continue to pay all charges and costs arising<br />
from such third party supplied contracts and contributed generation, as part of the Segregated Rate.<br />
Beginning June 1, 2026 and thereafter, the charges and costs arising from assigned third party supplier<br />
contracts and contributed generation shall be included in the <strong>WFEC</strong> Member Rate.<br />
One <strong>Cooperative</strong> has chosen to build capacity to self-generate a portion of its needs. The generation<br />
resources, declared commercial February 2012, will be assigned along with debt assumption to <strong>WFEC</strong> by<br />
2017, possibly sooner, and an appropriate equity credit assigned to the <strong>Cooperative</strong> for its net contribution.<br />
This <strong>Cooperative</strong> has entered into a purchase power agreement for all the output from a wind farm with an<br />
approximate 28 MW nameplate rating. This wind energy purchase agreement shall be assigned to <strong>WFEC</strong>,<br />
like other resources as described above.<br />
Each <strong>Cooperative</strong> will contribute equity to <strong>WFEC</strong> in a manner and amount such that, as of June 1, 2026,<br />
the <strong>Cooperative</strong> has contributed equity to <strong>WFEC</strong> comparable to the amount of equity contributed to <strong>WFEC</strong><br />
by prior existing members. These equity contribution payments are determined by <strong>WFEC</strong>’s projected<br />
capital resource additions or purchase power contracts, or share thereof, required to supply power and<br />
energy to the respective <strong>Cooperative</strong>, and are collected and paid to <strong>WFEC</strong> through the Segregated Rate. In<br />
<strong>2011</strong>, the <strong>Cooperative</strong>s had contributed $6,256,000 in equity to <strong>WFEC</strong> which were assigned to their<br />
respective patronage accounts.<br />
The <strong>WFEC</strong> Board of Trustees and RDUP approved adoption of the Segregated Rate, (<strong>WFEC</strong> Rate<br />
Schedule TR-15(a)) in February and March, <strong>2011</strong>, respectively. Additionally, the Board approved an<br />
agreement for <strong>WFEC</strong> to sell a combined approximately 50 MW of capacity and associated energy to<br />
three of the <strong>Cooperative</strong>s to help meet their power supply needs beginning June 2012 and ending<br />
May 2017.<br />
44<br />
(Continued)
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
Purchase Requirements<br />
<strong>WFEC</strong> has a long-term standby power contract with Southwestern Power Administration under which it is<br />
obligated to purchase a minimum quantity of power annually through May 2012. It is expected that the<br />
contract will be extended through May, 2027 with the same minimum purchase requirements and with the<br />
same rate structure. At the prescribed 2012 rates, the minimum requirement approximates $17,916,000.<br />
During <strong>2011</strong> and 2010, <strong>WFEC</strong> purchased $20,114,000 and $21,587,000, respectively.<br />
<strong>WFEC</strong> has a long-term purchased power contract with a party, effective January 2010 through<br />
December 2025 under which it is obligated to purchase a minimum quantity of power on a monthly basis.<br />
Based on contract information and power cost adjustment information currently published, the annual<br />
obligation for 2012 is estimated at $46,117,000. During <strong>2011</strong> and 2010, <strong>WFEC</strong> purchased $24,042,000 and<br />
$12,828,000, respectively. The contract requires <strong>WFEC</strong> to purchase increasing minimum monthly<br />
quantities of power at prescribed contract intervals.<br />
In <strong>2011</strong>, <strong>WFEC</strong> negotiated multiyear contracts to acquire and transport coal for the Hugo Generating<br />
Station. <strong>WFEC</strong>’s costs for both coal and transportation purchases were approximately $69,000,000 and<br />
$65,000,000 for the years ended December 31, <strong>2011</strong> and 2010, respectively. The current projection for the<br />
minimum contract commitments for coal and coal transportation are approximately $69,000,000 in 2012,<br />
and $43,000,000 in 2013.<br />
Environmental<br />
<strong>WFEC</strong>, as is common with other electric utilities, is subject to stringent existing environmental laws, rules,<br />
and regulations by federal, state, and local authorities with regard to air and water quality control, solid and<br />
hazardous waste disposal, hazardous material management, and toxic substance control. Management<br />
believes it is in substantial compliance with all existing laws, rules, and regulations.<br />
Legal<br />
<strong>WFEC</strong> was the defendant in two lawsuits, each involving one member distribution cooperative. Each suit<br />
centered on numerous claims, and one complaint sought to have the parties’ Wholesale Power Agreement<br />
declared invalid as an unlawful restraint of trade, each related to the adoption and implementation by<br />
<strong>WFEC</strong> of a member wholesale power rate, the R-15 rate, effective February 1, 2010. In January 2012,<br />
one of the suits was settled and dismissed with no monetary amount due. <strong>WFEC</strong> denies the allegations in<br />
the remaining suit and intends to vigorously defend the case.<br />
<strong>WFEC</strong> is involved in various other legal actions arising in the ordinary course of business. In the opinion<br />
of management, after consultation with counsel, the ultimate disposition of these matters will not have a<br />
material adverse effect on <strong>WFEC</strong>’s financial position or the results of future operations.<br />
(Continued)<br />
45
WESTERN FARMERS ELECTRIC COOPERATIVE<br />
Notes to Consolidated Financial Statements<br />
December 31, <strong>2011</strong> and 2010<br />
(14) Asset Retirement Obligation<br />
<strong>WFEC</strong> has asset retirement obligations arising from regulatory requirements to perform certain asset<br />
retirement activities at the time that certain machinery and equipment is disposed of. The liability is<br />
initially measured at its discounted fair value and subsequently adjusted for accretion expense and changes<br />
in the amount or timing of the estimated cash flows. The corresponding asset retirement costs are<br />
capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s<br />
useful life. Activity for the asset retirement obligations for the years ended December 31 are as follows:<br />
<strong>2011</strong> 2010<br />
(In thousands)<br />
Beginning balance $ 1,107 1,036<br />
Additional liabilities incurred — —<br />
Revisions to estimates — —<br />
Accretion expense 78 71<br />
Ending balance $ 1,185 1,107<br />
(15) Subsequent Events<br />
The Company has evaluated subsequent events from the balance sheet date through March 6, 2012, the<br />
date at which the financial statements were available to be issued, and determined there are no other items<br />
to disclose.<br />
46