2025-11-17T08:51:42-06:00 2024-12-31 750882037 BOLINGER SEGARS GILBERT AND MOSS LLP 8215 NASHVILLE AVENUE LUBBOCK TX 79423 990 2024-01-01 750233075 DENTON COUNTY ELECTRIC COOPERATIVE INC DENT 9403217800 7701 SOUTH STEMMONS FREEWAY CORINTH TX 76210 BRENT BISHOP CFO 9403217800 2025-11-12 1 0 WILLIAM M MILLER P00439459 8067473806 2025-11-12 X 2024 2025-03-06 01:10:19Z COSERV ELECTRIC DONALD CLARY 7701 SOUTH STEMMONS FREEWAY CORINTH TX 76210 862637982 0 X WWW.COSERV.COM X 1938 TX TO PROVIDE ELECTRIC POWER TO MEMBERS AT COST ON A COOPERATIVE BASIS. 7 7 543 0 46702 45702 0 0 776656057 858021688 2277880 1881291 1861017 1790096 780794954 861693075 67194 86568 46959224 37886930 40945216 53952417 0 0 0 691024343 768693624 778995977 860619539 1798977 1073536 2107533496 2259219165 1296053195 1410580829 811480301 848638336 TO DELIVER EXCELLENT SERVICE TO OUR MEMBERS AND CUSTOMERS BY PROVIDING SAFE AND RELIABLE ENERGY SOLUTIONS. 0 0 SALES OF ELECTRICITY AND RELATED SERVICES TO MEMBERS WERE PROVIDED AT COST ON A COOPERATIVE BASIS THROUGH THE ALLOCATION OF PATRONAGE CAPITAL. THE COOPERATIVE PROVIDED ELECTRICITY TO 323,783 ACTIVE MEMBER SERVICES AT YEAR END. 0 0 0 0 0 0 0 1 0 1 1 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 180 0 543 1 1 1 0 0 0 0 871609144 46977165 0 1 0 X 7 7 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 0 1 1 0 X BRENT BISHOP CFO 9403217800 7701 SOUTH STEMMONS FREEWAY CORINTH TX 76210 X WILLIAM RAGSDALE VICE CHAIR 7.80 X X 39900 0 0 CHRISTOPHER MCCRAW DIRECTOR 9.30 X 44900 0 0 TRISHA SHEFFIELD CHAIR 10.30 X X 46400 0 0 LEON PELZEL DIRECTOR (JAN-AUG) 7.00 X 24600 0 0 RICHARD MUIR DIRECTOR (JAN-OCT) 7.50 X 34950 0 0 JARETT ADAIR SECRETARY/TREASURER 9.00 X X 43900 0 0 WILLIAM KOLLAR DIRECTOR 8.90 X 41990 0 0 LYNN STUCKY DIRECTOR (OCT-DEC) 9.60 X 4450 0 0 DONALD CLARY PRESIDENT & CEO 50.00 1.00 X 1068113 0 209452 DENISE SMITHERS SENIOR VP - CUSTOMER CARE/ENGMENT 45.00 2.00 X 385948 0 135506 BRENT BISHOP SENIOR VP & CFO 45.00 2.00 X 387075 0 122510 GREG WARD SENIOR VP - ENERGY INFRASTRUCTURE 50.00 1.00 X 370125 0 121715 JEFFREY MCNEAL SENIOR VP - INFORMATION TECHNOLOGY 50.00 1.00 X 369318 0 110814 DYAN JAMES SENIOR VP - CORPORATE SERVICES 45.00 3.00 X 347832 0 76253 PHILIP HASSELL SENIOR VP - FIELD OPERATIONS 42.00 1.00 X 349596 0 215985 GARY FRANZEN SENIOR VP - ENERGY RESOURCES 50.00 1.00 X 366659 0 149828 CHARLES TURNER ADVISOR TO THE CFO 40.00 X 241305 0 81903 PETER NYLEC DIRECTOR OF ENGINEERING 45.00 X 256132 0 49651 JACKIE GRASS DIRECTOR OF UTILITY ACCOUNTING 45.00 X 228119 0 69424 CHAD LUIG DIRECTOR OF FINANCE 45.00 X 221119 0 67664 HEATHER MIZE DIRECTOR OF HUMAN RESOURCES (JAN-SEP) 45.00 X 243100 0 48275 5115531 0 1458980 220 0 1 0 PRIMORIS T&D SERVICES LLC 1760 S STEMMONS FRWY 300 LEWISVILLE TX 75067 UTILITY LINE CONTRACTOR 12886008 TEXAS STATE UTILITIES INC 3112 WICHITA COURT FORT WORTH TX 76140 UTILITY LINE CONTRACTOR 8655078 PCI UTILITIES LLC PO BOX 2967 MCKINNEY TX 75070 UTILITY LINE CONTRACTOR 7099627 STANDARD UTILITY CONSTRUCTION 2630 WEST FREEWAY SUITE 200 FORT WORTH TX 76102 UTILITY LINE CONTRACTOR 6734393 NATIONAL INFORMATION SOLUTIONS COOP 3131 TECHNOLOGY DR NW MANDAN ND 58554 SOFTWARE AND BILLING 3766352 38 X SALES OF ELECTRICITY 221000 845634337 845634337 SERVICE FEES 221000 8289651 8289651 PATRONAGE DIVIDENDS 221000 4097700 4097700 858021688 1583661 931450 652211 1825285 41700 604889 0 1220396 41700 1262096 961240 46702 254154 637648 340018 297630 297630 297630 POLE ATTACHMENT INCOME 221000 528000 528000 528000 861693075 860212008 46702 1434365 X 86568 37886930 4753403 33424501 4456841 8677536 2640136 57066093 45620346 PURCHASED POWER 620505272 ADMIN & GENERAL EXPENSE 11936710 DISTRIBUTION EXPENSE 10631732 UBIT EXPENSE 10105 22923366 860619539 X 40446678 18283472 23048152 55724899 37561860 38126807 541581764 582512160 1572560422 401458252 1083550294 1171102170 123227873 130770170 248868753 252868966 9248122 9830521 2107533496 2259219165 80773165 98694364 122216 201112 1152896990 1249047627 62260824 62637726 1296053195 1410580829 X 4060670 4151995 148969851 291619953 658449780 552866388 811480301 848638336 2107533496 2259219165 X 1073536 36084499 X X 0 1 X 1 0 0 1 X 8315319 2867041 11182360 2539100 62904567 19775122 45668545 1399987907 381683130 1018304777 95946488 95946488 1171102170 INVESTMENT IN SUBSIDIARY CORPORATION - EQUITY METHOD 130770170 C 130770170 MEMBERSHIP - ASSOC. ORGS 37165 C PATRONAGE CAPITAL - BEPCI 249535552 C PATRONAGE CAPITAL - CFC 357632 C PATRONAGE CAPITAL - COBANK 677035 C PATRONAGE CAPITAL - NRTC 2452 C PATRONAGE CAPITAL - TEC 1921279 C PATRONAGE CAPITAL - NISC 331814 C PATRONAGE CAPITAL - CRC 6037 C 252868966 POST RETIREMENT MEDICAL BENEFITS 9899866 DEFERRED COMPENSATION 1045866 CONSUMER DEPOSITS 5694066 ACCRUED OPERATING TAXES & FEES 25893728 DEFERRED CREDITS 12666675 CAPITAL LEASE OBLIGATION 5790692 OTHER ACCRUED LIABILITIES 1646833 62637726 X PART IV, LINE 2B: PURSUANT TO SECTION 74.3013 OF THE TEXAS PROPERTY CODE, THE COOPERATIVE HAS ESTABLISHED A SCHOLARSHIP FUND WITH AMOUNTS DESIGNATED UNCLAIMED UNDER STATE LAW. THE AMOUNTS DEPOSITED INTO THE SCHOLARSHIP FUND ARE REPORTED TO THE STATE OF TEXAS AND CAN ONLY BE USED FOR SCHOLARSHIPS TO ENABLE STUDENTS WITHIN AREAS SERVED BY THE COOPERATIVE TO ATTEND COLLEGE, TECHNICAL SCHOOL OR OTHER POST SECONDARY EDUCATION INSTITUTION. ANY AMOUNTS SO DEPOSITED INTO THE SCHOLARSHIP FUND ARE STILL PAYABLE TO THE PERSON TO WHOM THE ORIGINAL PAYMENT WAS MADE BUT UNCLAIMED. ALSO PURSUANT TO SECTION 74.3013 OF THE TEXAS PROPERTY CODE, THE COOPERATIVE HAS ESTABLISHED AN ECONOMIC DEVELOPMENT FUND WITH AMOUNTS DESIGNATED UNCLAIMED UNDER STATE LAW. THE AMOUNTS DEPOSITED INTO THE ECONOMIC DEVELOPMENT FUND ARE REPORTED TO THE STATE OF TEXAS AND CAN ONLY BE USED FOR THE STIMULATION AND IMPROVEMENT OF BUSINESS AND COMMERCIAL ACTIVITY FOR ECONOMIC DEVELOPMENT WITHIN AREAS SERVED BY THE COOPERATIVE. ANY AMOUNTS SO DEPOSITED INTO THE ECONOMIC DEVELOPMENT FUND ARE STILL PAYABLE TO THE PERSON TO WHOM THE ORIGINAL PAYMENT WAS MADE BUT UNCLAIMED. ALSO PURSUANT TO SECTION 74.3013 OF THE TEXAS PROPERTY CODE, THE COOPERATIVE HAS ESTABLISHED AN ENERGY EFFICIENCY ASSISTANCE FUND WITH AMOUNTS DESIGNATED UNCLAIMED UNDER STATE LAW. THE AMOUNTS DEPOSITED INTO THE ENERGY EFFICIENCY ASSISTANCE FUND ARE REPORTED TO THE STATE OF TEXAS AND CAN ONLY BE USED TO ASSIST MEMBERS OF AN ELECTRIC COOPERATIVE IN REDUCING THEIR ENERGY CONSUMPTION AND ELECTRICITY BILLS. ANY AMOUNTS SO DEPOSITED INTO THE ENERGY EFFICIENCY ASSISTANCE FUND ARE STILL PAYABLE TO THE PERSON TO WHOM THE ORIGINAL PAYMENT WAS MADE BUT UNCLAIMED. PART X, LINE 2: THE COOPERATIVE AND SUBSIDIARIES FOLLOW THE "UNCERTAIN TAX POSITIONS" PROVISIONS OF ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA. THE PRIMARY TAX POSITION OF THE COOPERATIVE IS ITS FILING STATUS AS A TAX EXEMPT ENTITY. THE PRIMARY TAX POSITIONS FOR THE SUBSIDIARIES ARE THE TIMING DIFFERENCES IMPACTING TAXABLE INCOME. THE COOPERATIVE AND SUBSIDIARIES DETERMINED THAT IT IS MORE LIKELY THAN NOT THAT THEIR TAX POSITIONS WILL BE SUSTAINED UPON EXAMINATION BY THE INTERNAL REVENUE SERVICE OR OTHER STATE TAXING AUTHORITY AND THAT ALL TAX BENEFITS ARE LIKELY TO BE REALIZED UPON SETTLEMENT WITH TAXING AUTHORITIES. PART IX: THE AMOUNT OF OTHER ASSETS ON FORM 990, PAGE 11, PART X, LINE 15 DOES NOT EQUAL OR EXCEED 5% OF THE TOTAL ASSETS ON FORM 990, PAGE 11, PART X, LINE 16, COLUMN B. CONSEQUENTLY, IN ACCORDANCE WITH IRS INSTRUCTIONS, SCHEDULE D, PART IX HAS BEEN LEFT BLANK. 1 COSERV CHARITABLE FOUNDATION 7701 SOUTH STEMMONS FREEWAY CORINTH TX 76210 134281766 501(C)(3) 84247 0 TO SUPPORT THE FOUNDATION'S OPERATIONS. 1 PART I, LINE 2: ALL DONATIONS WERE MADE TO A NON-PROFIT ORGANIZATION; AS SUCH, ALL DONATIONS MADE TO THE ORGANIZATION SUPPORT THE FOUNDATION'S OPERATIONS. X X X X 1 1 0 DONALD CLARY PRESIDENT & CEO 681474 0 50000 0 336639 0 167915 0 41537 0 1277565 0 314416 0 PHILIP HASSELL SENIOR VP - FIELD OPERATIONS 309286 0 24536 0 15774 0 175312 0 40673 0 565581 0 0 0 DENISE SMITHERS SENIOR VP - CUSTOMER CARE/ENGMENT 340093 0 26868 0 18987 0 93969 0 41537 0 521454 0 0 0 GARY FRANZEN SENIOR VP - ENERGY RESOURCES 332020 0 24683 0 9956 0 100360 0 49468 0 516487 0 0 0 BRENT BISHOP SENIOR VP & CFO 344746 0 26597 0 15732 0 75210 0 47300 0 509585 0 0 0 GREG WARD SENIOR VP - ENERGY INFRASTRUCTURE 328290 0 26103 0 15732 0 71619 0 50096 0 491840 0 0 0 JEFFREY MCNEAL SENIOR VP - INFORMATION TECHNOLOGY 328398 0 26250 0 14670 0 61179 0 49635 0 480132 0 0 0 DYAN JAMES SENIOR VP - CORPORATE SERVICES 309534 0 24536 0 13762 0 38461 0 37792 0 424085 0 0 0 CHARLES TURNER ADVISOR TO THE CFO 210589 0 23133 0 7583 0 47380 0 34523 0 323208 0 0 0 PETER NYLEC DIRECTOR OF ENGINEERING 223432 0 18410 0 14290 0 19067 0 30584 0 305783 0 0 0 JACKIE GRASS DIRECTOR OF UTILITY ACCOUNTING 203120 0 22529 0 2470 0 36854 0 32570 0 297543 0 0 0 HEATHER MIZE DIRECTOR OF HUMAN RESOURCES (JAN-SEP 126389 0 25286 0 91425 0 15147 0 33128 0 291375 0 0 0 CHAD LUIG DIRECTOR OF FINANCE 197065 0 22419 0 1635 0 24658 0 43006 0 288783 0 0 0 PART I, LINES 4A-B DURING THE YEAR, HEATHER MIZE RECEIVED A SEVERANCE PAYMENT IN THE AMOUNT OF $90,424. DONALD CLARY PARTICIPATES IN A SECTION 457(F) NON-QUALIFIED DEFERRED COMPENSATON (NQDC) PLAN, AND THE TOTAL BENEFITS PAID AND INCLUDED AS W-2 WAGES DURING THE YEAR WERE $314,416. PART II, COLUMN C: INCLUDED IN THIS AMOUNT IS THE INCREASE IN ACTUARIAL VALUE OF BENEFITS PAYABLE UNDER A DEFINED BENEFIT RETIREMENT PLAN. THE CONTRIBUTION RATE FOR PARTICIPANTS IN THE NRECA R&S DEFINED BENEFIT PENSION PLAN ARE THE SAME FOR ALL INDIVIDUALS IN THIS MULTI-EMPLOYER PLAN. THE CHANGE IN ACTUARIAL VALUE FOR EACH PARTICIPANT, HOWEVER, VARIES WITH AGE. IN OTHER WORDS, THE OLDER A PLAN PARTICIPANT IS, THE GREATER THE INCREASE IN THAT INDIVIDUAL'S CHANGE IN ACTUARIAL VALUE, ALL OTHER THINGS BEING EQUAL. BECAUSE THIS RELATES TO A MULTI-EMPLOYER PLAN, CASH CONTRIBUTIONS TO THE PLAN IN LIEU OF THE ACTUARIAL INCREASE ARE EXPENSED IN THE FINANCIAL STATEMENTS. DONALD CLARY: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ 157,565 401(K) EMPLOYER CONTRIBUTION 10,350 TOTAL COLUMN C $ 167,915 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT (157,565) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT 106,248 EXPENSE TO THE COOPERATIVE $ 116,598 PHILIP HASSEL: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ 165,814 401(K) EMPLOYER CONTRIBUTION 9,498 TOTAL COLUMN C $ 175,312 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN (165,814) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN 49,139 EXPENSE TO THE COOPERATIVE $ 58,637 DENISE SMITHERS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ 83,619 401(K) EMPLOYER CONTRIBUTION 10,350 TOTAL COLUMN C $ 93,969 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN (83,619) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN 54,224 EXPENSE TO THE COOPERATIVE $ 64,574 GARY FRANZEN: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ 90,153 401(K) EMPLOYER CONTRIBUTION 10,207 TOTAL COLUMN C $ 100,360 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN (90,153) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN 52,866 EXPENSE TO THE COOPERATIVE $ 63,073 BRENT BISHOP: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ 64,860 401(K) EMPLOYER CONTRIBUTION 10,350 TOTAL COLUMN C $ 75,210 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN (64,860) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN 54,224 EXPENSE TO THE COOPERATIVE $ 64,574 GREG WARD: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ 61,524 401(K) EMPLOYER CONTRIBUTION 10,085 TOTAL COLUMN C $ 71,619 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN (61,524) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN 52,436 EXPENSE TO THE COOPERATIVE $ 62,441 JEFFREY MCNEAL: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ 51,094 401(K) EMPLOYER CONTRIBUTION 10,085 TOTAL COLUMN C $ 61,179 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN (51,094) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN 52,352 EXPENSE TO THE COOPERATIVE $ 62,437 DYAN JAMES: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ 28,963 401(K) EMPLOYER CONTRIBUTION 9,498 TOTAL COLUMN C $ 38,461 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN (28,963) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN 49,139 EXPENSE TO THE COOPERATIVE $ 58,637 CHARLES TURNER: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ 40,843 401(K) EMPLOYER CONTRIBUTION 6,537 TOTAL COLUMN C $ 47,380 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN (40,843) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN 32,982 EXPENSE TO THE COOPERATIVE $ 39,519 PETER NYLEC: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ 12,244 401(K) EMPLOYER CONTRIBUTION 6,823 TOTAL COLUMN C $ 19,067 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN (12,244) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN 33,189 EXPENSE TO THE COOPERATIVE $ 40,012 JACKIE GRASS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ 30,616 401(K) EMPLOYER CONTRIBUTION 6,238 TOTAL COLUMN C $ 36,854 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN (30,616) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN 31,469 EXPENSE TO THE COOPERATIVE $ 37,083 HEATHER MIZE: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ 11,082 401(K) EMPLOYER CONTRIBUTION 4,065 TOTAL COLUMN C $ 15,147 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN (11,082) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN 19,078 EXPENSE TO THE COOPERATIVE $ 23,143 CHAD LUIG: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN $ 18,524 401(K) EMPLOYER CONTRIBUTION 6,134 TOTAL COLUMN C $ 24,658 LESS: ACTUARIAL INCREASE IN DEFINED BENEFIT PLAN (18,524) ADD: CASH CONTRIBUTION TO DEFINED BENEFIT PLAN 30,949 EXPENSE TO THE COOPERATIVE $ 37,083 FORM 990, PART I, LINE 19: REVENUE LESS EXPENSES AS REPORTED ON PAGE 1, PART I, LINE 19 DIFFERS FROM THE TOTAL NET MARGINS REPORTED ON THE COOPERATIVE'S AUDITED FINANCIAL STATEMENTS DUE TO BOOK TO TAX ADJUSTMENTS REQUIRED TO CONFORM TO THE FORM 990 INSTRUCTIONS. THE FIRST ADJUSTMENT IS FOR THE EQUITY METHOD INCOME RECORDED ON THE COOPERATIVE'S BOOKS AND INCLUDED IN TOTAL NET MARGINS. U.S. GAAP REQUIRES THE COOPERATIVE TO RECORD ON ITS BOOKS THE EQUITY METHOD INCOME FROM ITS WHOLLY OWNED SUBSIDIARY. EQUITY METHOD INCOME IS NOT INCOME FOR IRS FORM 990 PURPOSES AND AS SUCH HAS BEEN REPORTED AS AN OTHER CHANGE IN NET ASSETS. THE SECOND ADJUSTMENT IS FOR THE PATRONAGE DIVIDENDS ALLOCATED OR TO BE ALLOCATED BY THE COOPERATIVE TO MEMBERS. WHEREAS THE FORM 990 REQUIRES SUCH AMOUNTS TO BE REPORTED AS AN EXPENSE, PATRONAGE DIVIDENDS ALLOCATED OR TO BE ALLOCATED ARE AN INCREASE IN CAPITAL AND EQUITY, SPECIFICALLY PATRONAGE CAPITAL, ON U.S. GAAP BASIS FINANCIAL STATEMENTS. FORM 990, PART VI, SECTION A, LINE 6 THE COOPERATIVE WAS FORMED BY THE MEMBERS TO PROVIDE ELECTRIC SERVICE AT COST ON A COOPERATIVE BASIS. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBERS OF THE COOPERATIVE VOTE ON THE BOARD OF DIRECTORS. ELECTIONS ARE DONE ON A ONE MEMBER ONE VOTE BASIS. FORM 990, PART VI, SECTION A, LINE 7B THE FOLLOWING ACTS REQUIRE APPROVAL OF THE MEMBERS OF THE COOPERATIVE: 1. AMENDMENTS TO THE ARTICLES OF INCORPORATION 2. DISPOSAL OF A SUBSTANTIAL PORTION OF THE COOPERATIVE'S ASSETS 3. DISSOLUTION/LIQUIDATION OF THE COOPERATIVE 4. MERGER OR CONSOLIDATION OF THE COOPERATIVE WITH ANOTHER ORGANIZATION FORM 990, PART VI, SECTION B, LINE 11B MANAGEMENT PRESENTED A COPY OF THE FORM 990 TO THE BOARD FOR DISCUSSION AND REVIEW PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C ALL DIRECTORS, OFFICERS, AND EMPLOYEES OF THE COOPERATIVE ARE REQUIRED TO ANNUALLY CERTIFY THAT THEY HAVE COMPLIED WITH THE CODE OF CONDUCT AND ARE NOT AWARE OF ANY UNREPORTED VIOLATIONS OF THE CODE THAT MAY HAVE OCCURRED. FORM 990, PART VI, SECTION B, LINE 15 THE CEO IS SUBJECT TO AN ANNUAL EVALUATION BY A COMPENSATION COMMITTEE, WHICH IS COMPRISED OF THE BOARD OF DIRECTORS. A COMPENSATION SURVEY, FORMS 990 OF OTHER COOPERATIVES, AND AN INDEPENDENT COMPENSATION CONSULTANT ARE USED WHEN DETERMINING COMPENSATION OF THE CEO. THE SURVEY SHOWS COMPARATIVE SALARIES FOR CEOS FROM SIMILARLY SITUATED COOPERATIVES, UTILITIES, AND OTHER BUSINESSES LOCATED IN THE DALLAS/FT. WORTH AREA, TEXAS, AND THE NATION. THE CEO USES A WAGE AND SALARY PLAN APPROVED BY THE BOARD, WHICH IS BASED ON A COMPENSATION SURVEY FROM SIMILARLY SITUATED COOPERATIVES, UTILITIES, AND OTHER BUSINESSES LOCATED IN THE DALLAS/FT. WORTH AREA, TEXAS, AND THE NATION WHEN DETERMINING THE COMPENSATION OF THE COOPERATIVE'S OTHER EMPLOYEES MEETING THE DEFINITION OF OFFICER AND KEY EMPLOYEE, IF ANY. FORM 990, PART VI, SECTION C, LINE 19 THE BY-LAWS AND ANNUAL REPORT, WHICH INCLUDE THE CONDENSED FINANCIAL STATEMENTS, CAN BE FOUND ON THE COOPERATIVE'S WEBSITE. FORM 990, PART VII, COLUMN F: IN ORDER TO PROVIDE RETIREMENT BENEFITS TO ITS EMPLOYEES, THE COOPERATIVE HAS ESTABLISHED A DEFINED CONTRIBUTION PLAN UNDER SECTION 401(K) OF THE INTERNAL REVENUE CODE. EMPLOYER CONTRIBUTIONS TO THE PLAN ARE MADE PURSUANT TO THE PLAN DOCUMENT. ADDITIONALLY, THE COOPERATIVE PARTICIPATES IN A MULTI-EMPLOYER DEFINED BENEFIT PLAN. CONTRIBUTIONS TO THIS PLAN ARE BASED ON THE FULL FUNDING LIMITATION OF SUCH PLAN. EMPLOYER CONTRIBUTIONS FOR BOTH PLANS ARE AVAILABLE TO PARTICIPATING EMPLOYEES, INCLUDING OFFICERS AND HIGHLY COMPENSATED EMPLOYEES, MEETING THE ELIGIBILITY REQUIREMENTS OF SUCH PLANS. THE COOPERATIVE ALSO PROVIDES HEALTH, DENTAL, VISION, LONGTERM DISABILITY, ACCIDENTAL DEATH & DISMEMBERMENT AND GROUP TERM LIFE INSURANCE TO ALL EMPLOYEES, INCLUDING OFFICERS, THROUGH A QUALIFIED PLAN. THE AMOUNTS REPORTED ON PART VII, COLUMN (F) FOR THE OFFICERS AND HIGHLY COMPENSATED EMPLOYEES IS COMPRISED OF THE ACTUARIAL INCREASE IN THE DEFINED BENEFIT PLAN, THE TOTAL AMOUNT CONTRIBUTED TO THE 401(K) PENSION PLAN AND EMPLOYER PAID INSURANCE PREMIUMS. IN ADDITION TO THE ABOVE PENSION PLANS, THE COOPERATIVE ALSO PROVIDES POST-RETIREMENT HEALTH INSURANCE BENEFITS THROUGH AN UNFUNDED WELFARE BENEFIT PLAN FOR EMPLOYEES HIRED ON OR BEFORE APRIL 1, 2020. THE VALUE OF THESE BENEFITS PER INDIVIDUAL HAS NOT BEEN ESTIMATED. FORM 990, PART VII, SECTION A: W-2 WAGES RESULTING FROM SECTION 457(F) NON-QUALIFIED DEFERRED COMPENSATION PLAN: MR. DONALD CLARY PARTICIPATES IN A SECTION 457(F) NON-QUALIFIED DEFERRED COMPENSATION (NQDC) PLAN. THE PURPOSE OF THE NQDC PLAN IS TO COMPENSATE THE PLAN PARTICIPANT FOR PENSION BENEFITS THAT ARE SUBJECT TO ANNUAL COMPENSATION LIMITS AND ALSO SUBJECT TO CAPS ON THE LEVEL OF ACCRUED BENEFITS UNDER THE PLAN THAT MAY BE EARNED AS PROVIDED FOR BY SECTIONS 401(A)(17) AND 415(B) OF THE INTERNAL REVENUE CODE, RESPECTIVELY. BUT FOR THESE LIMITATIONS, THE BENEFITS AVAILABLE UNDER THE PENSION PLAN ARE THE SAME FOR ALL EMPLOYEES. BENEFITS ACCRUE FROM THE INITIAL DATE OF THE NQDC PLAN AND BEGAN VESTING ANNUALLY BEGINNING 4 YEARS BEFORE NORMAL RETIREMENT AGE OF 62. FOR EACH YEAR OF VESTING, ALL BENEFITS ACCRUED UNDER THE NQDC PLAN SINCE THE PRIOR VESTING DATE, BECOME FULLY VESTED, PAYABLE AND REPORTABLE COMPENSATION TO THE PLAN PARTICIPANT. THIS OCCURRED DURING 2024. TOTAL VESTED BENEFITS PAID IN 2024 WERE $314,416, AND ARE REPORTED IN PART VII, COLUMN (D) AS A COMPONENT OF BOX 5, W-2 WAGES. ALTHOUGH THE VESTED BENEFITS ARE REPORTABLE COMPENSATION TO THE PLAN PARTICIPANT, ANNUAL EXPENSE OF THE PLAN IS EQUAL TO THE ANNUAL CONTRIBUTIONS AND NOT THE VESTED AMOUNT PAID. THE VESTED AMOUNT PAID IS DUE FROM THE PLAN AND IS AN ULTIMATE REDUCTION OF PLAN ASSETS RATHER THAN AN EXPENSE TO THE COOPERATIVE IN THE YEAR OF PAYMENT. TOTAL REPORTABLE COMPENSATION IN PART VII (COLUMNS D, E & F) FOR ALL OFFICERS, KEY EMPLOYEES, AND DIRECTORS IS $4,753,403. HOWEVER, SINCE THE $314,416 OF VESTED BENEFITS IS RECORDED AS A RECEIVABLE DUE FROM THE PLAN AND IS NOT A CURRENT EXPENSE TO THE COOPERATIVE, SUCH PAYMENT IS EXCLUDED FROM PART IX, LINE 5 "COMPENSATION OF CURRENT OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES". THE NET RESULT IS A PART IX, LINE 5 EXPENSE OF $4,438,987. FORM 990, PART VIII, LINE 2: FOR 2024, PATRONAGE DIVIDENDS RESULT FROM THE PAYMENT OF INTEREST TO COOPERATIVE BANKS AND THE PURCHASE OF SUPPLIES AND SERVICES FROM OTHER COOPERATIVE ORGANIZATIONS. THE EXPENSES ASSOCIATED WITH PURCHASES FROM AND PAYMENTS TO SUCH COOPERATIVE ORGANIZATIONS ARE A DIRECT COMPONENT OF COST OF THE ELECTRIC SERVICE PROVIDED BY THE COOPERATIVE TO ITS MEMBERS. FORM 990, PART IX: ALTHOUGH NO LONGER A BORROWER OF THE RURAL UTILITIES SERVICE (RUS), THE ACCOUNTING RECORDS OF THE COOPERATIVE ARE MAINTAINED IN ACCORDANCE WITH THE UNIFORM SYSTEM OF ACCOUNTS (USOA) AS PRESCRIBED FOR RUS BORROWERS. THE USOA DOES NOT RECORD EXPENSES IN THE GENERAL EXPENSE CATEGORIES PROVIDED ON PART IX LINES 1-23. THE COOPERATIVE SEPARATELY REPORTS SALARIES AND WAGES, EMPLOYEE BENEFITS AND PAYROLL TAXES THAT ARE ALLOCATED IN ACCORDANCE WITH ITS ACCOUNTING SYSTEM, BUT OTHER EXPENSES THAT ARE DESCRIBED IN LINES 1-23 ARE REPORTED ON LINE 24 UNDER THE EXPENSE CATEGORIES REQUIRED BY THE USOA. FORM 990, PART IX, LINES 5-7: SALARIES AND WAGES ARE ALLOCATED TO ASSET, LIABILITY, AND EXPENSE ACCOUNTS BASED ON THE ACCOUNTING SYSTEM DESCRIBED ABOVE. THE FOLLOWING SCHEDULE RECONCILES AMOUNTS REPORTED ON LINES 5-7 TO THE TOTAL WAGES ACCRUED AND/OR PAID: TOTAL PER LINES 5-7 $ 38,177,904 LESS: DIRECTOR FEES REPORTED ON FORMS 1099-NEC (281,090) LESS: EMPLOYEE OFFICER BENEFITS INCLUDED IN LINE 5 (1,142,063) PLUS: SALARIES AND WAGES CAPITALIZED DIRECTLY TO PLANT 14,990,782 TOTAL WAGES ACCRUED AND/OR PAID $ 51,745,533 FORM 990, PART IX, LINE 24: ADMINISTRATIVE & GENERAL EXPENSE IS COMPRISED OF THE FOLLOWING: ADMINISTRATIVE & GENERAL SALARIES, BENEFITS, & OTHER $ 23,737,363 OUTSIDE SERVICES EMPLOYED 1,714,478 PROPERTY INSURANCE 1,908,421 LOSS/DAMAGES EXPENSE 416,058 MISCELLANEOUS GENERAL 8,865,417 RENTS 4,356,860 MAINTENANCE OF GENERAL PLANT 12,249 TOTAL ADMIN & GENERAL EXP PER FINANCIAL STATEMENTS $ 41,010,946 LESS: INTERDIVISIONAL ELIMINATIONS (4,368,204) LESS: RECLASS OF DIRECTOR FEES TO PART IX, LINE 5 (281,090) LESS: RECLASS OF LABOR TO PART IX, LINES 5 & 7 (16,726,485) LESS: RECLASS OF BENEFITS TO PART IX, LINES 8-10 (7,698,457) TOTAL ADMIN & GENERAL EXPENSE PER FORM 990, PART IX $ 11,936,710 FORM 990, PART IX, LINE 4: PURSUANT TO THE FORM 990 INSTRUCTIONS, THE AMOUNT OF PATRONAGE DIVIDENDS PAID TO THE MEMBERS (HEREINAFTER REFERRED TO AS "PATRONS") SHOULD BE REPORTED ON PART IX, LINE 4. THE PHRASE "PATRONAGE DIVIDENDS PAID" REFERS TO THE PROCESS, SUBSEQUENT TO YEAR-END, BY WHICH THE COOPERATIVE ALLOCATES PATRONAGE CAPITAL TO AND, THEREFORE, OPERATES AT COST WITH ITS PATRONS. THE COOPERATIVE'S TAX EXEMPT PURPOSE IS TO PROVIDE ELECTRICITY TO ITS PATRONS AND TO DO SO ON A COOPERATIVE BASIS. TAX LAW DEFINES "OPERATING ON A COOPERATIVE BASIS" AS SUBORDINATION OF CAPITAL, DEMOCRATIC CONTROL, AND OPERATION AT COST. THE COOPERATIVE OPERATES AT COST THROUGH THE ALLOCATION OF TRUE PATRONAGE DIVIDENDS (ALSO REFERRED TO AS ALLOCATIONS OF PATRONAGE CAPITAL) TO ITS PATRONS. PATRONAGE DIVIDENDS ARE CONSIDERED PAID IF THE ALLOCATION IS MADE (1) PURSUANT TO A PRE-EXISTING OBLIGATION, (2) FROM THE MARGINS PRODUCED FROM THE TRANSACTIONS DONE WITH OR FOR PATRONS, AND (3) IN A FAIR AND EQUITABLE MANNER ON THE BASIS OF PATRONAGE (I.E. PURCHASES). ADDITIONALLY, THE ALLOCATION OF PATRONAGE DIVIDENDS SHOULD BE MADE WITHIN A REASONABLE TIME PERIOD AFTER THE CLOSE OF THE COOPERATIVE'S YEAR-END OF DECEMBER 31. EACH ONE OF THESE REQUIREMENTS FOR A TRUE PATRONAGE DIVIDEND IS PROVIDED FOR IN THE NON-PROFIT OPERATION ARTICLE OF THE BYLAWS. THE AMOUNT REPORTED ON PART IX, LINE 4 REPRESENTS THE AMOUNT OF PATRONAGE CAPITAL THAT IS EITHER ALLOCATED OR TO BE ALLOCATED TO THE PATRONS RESULTING FROM THEIR PURCHASE OF ELECTRICITY FROM THE COOPERATIVE FOR THE 2024 CALENDAR YEAR. BECAUSE PATRONAGE DIVIDENDS ARE THE PROCESS BY WHICH THE COOPERATIVE OPERATES AT COST WITH ITS PATRONS AND THEREBY A KEY COMPONENT TO ACCOMPLISHING ITS EXEMPT PURPOSE, THE COOPERATIVE HAS REPORTED SUCH AMOUNTS AS AN EXPENSE FOR FORM 990 REPORTING. PATRONAGE DIVIDENDS ARE NOT AN EXPENSE FOR FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH GAAP, HOWEVER. FORM 990, PART IX, LINE 24E: OTHER EXPENSES IS COMPRISED OF THE FOLLOWING: AMORTIZATION OF REGULATORY ASSET $ 9,124,790 CONSUMER & SALES EXPENSE 3,771,010 TAXES 8,781,164 MISCELLANEOUS 1,246,402 TOTAL OTHER EXPENSES $ 22,923,366 FORM 990, PART X AND SCHEDULE R, PART I: ADDITIONAL INFORMATION PERTAINING TO DISREGARDED ENTITY - COSERV SECURITIZATION 2022 LLC (SEE SCHEDULE R, PART I): THE COOPERATIVE INCURRED EXTRAORDINARY POWER COSTS DURING WINTER STORM URI IN FEBRUARY 2021. DURING 2022, THE COOPERATIVE'S POWER SUPPLIER BILLED THE COOPERATIVE FOR THESE COSTS. PURSUANT TO STATE LAW PERTAINING TO EXTRAORDINARY COSTS CAUSED BY WINTER STORM URI, THE COOPERATIVE'S BOARD OF DIRECTORS APPROVED A FINANCING ORDER ON SEPTEMBER 14, 2022; THE PURPOSE OF WHICH WAS TO (1) CREATE A REGULATORY ASSET AND SECURITIZED PROPERTY RIGHT EQUAL TO THE EXTRAORDINARY WINTER STORM URI COSTS, AND (2) AUTHORIZE THE ISSUANCE OF BONDS IN ORDER TO PAY SUCH EXTRAORDINARY COSTS THROUGH THE RIGHT TO BILL AND COLLECT DEBT SERVICE AND OTHER RELATED EXPENSES THROUGH A MONTHLY CHARGE TO THE MEMBERS OF THE COOPERATIVE, KNOWN AS A SECURITIZATION CHARGE. IN ORDER TO ISSUE THE BONDS, THE COOPERATIVE CREATED A SINGLE MEMBER LIMITED LIABILITY COMPANY, COSERV SECURITIZATION 2022 LLC (THE LLC). BASED ON THE FINANCING ORDER, THE LLC SOLD BONDS TO PURCHASE THE SECURITIZED PROPERTY RIGHT FROM THE COOPERATIVE. THE PROCEEDS WERE THEN USED BY THE COOPERATIVE TO PAY THE POWER SUPPLIER FOR THE EXTRAORDINARY WINTER STORM URI COSTS. THE SECURITIZED PROPERTY RIGHT IS RELATED TO THE FUTURE COLLECTION OF REVENUE FROM THE MEMBERS PURSUANT TO STATE LAW. FOR PURPOSES OF THE BONDS, THE LLC IS A SEPARATE LEGAL ENTITY. THE BONDS ARE PAID FOR THROUGH THE SECURITIZATION CHARGES BILLED TO AND COLLECTED FORM THE MEMBERS OF THE COOPERATIVE. THE BONDS ARE NOT A LIABILITY OF THE COOPERATIVE. THEREFORE, FOR STAND ALONE FINANCIAL STATEMENT REPORTING PURPOSES, ONLY THE INVESTMENT IN THE LLC IS REPORTED. IN GENERAL, THIS IS ALSO HOW FORM 990 IS PREPARED. HOWEVER, SINCE THE LLC IS A SINGLE MEMBER LIMITED LIABILITY COMPANY AND DISREGARDED FOR FEDERAL INCOME TAX REPORTING PURPOSES, INCLUDING FORM 990, THE FORM 990 HAS BEEN PREPARED ON A CONSOLIDATED BASIS. ACCORDINGLY, THE FOLLOWING ASSETS AND LIABILITIES ARE INCLUDED IN THE FORM 990, PART X BALANCE SHEET AS FOLLOWS: LINE 2 CASH - INCLUDES $25,540,664 LINE 9 PREPAID AND DEFERRED CHARGES - INCLUDES THE SECURITIZED REGULATORY ASSET OF $447,502,442 LINE 15 OTHER ASSETS - INCLUDES $92,625 LINE 17 ACCOUNTS PAYABLE AND ACCRUED EXPENSES - INCLUDES ACCOUNTS PAYABLES ACCRUED INTEREST ON SECURITIZED BONDS OF $9,155,125 LINE 23 SECURED MORTGAGES AND NOTES PAYABLE OF UNRELATED THIRD PARTIES - INCLUDES SECURITIZED BONDS OF $451,019,148 LINE 25 OTHER LIABILITIES - INCLUDES $8,361,458 OF DEFERRED CREDITS ADDITIONALLY, THE FORM 990 INCLUDES $33,311,023 OF REVENUE, INCLUDING INTEREST INCOME, AND $33,311,023 OF OPERATING EXPENSES FOR A NET MARGIN OF $0 FROM THE SECURITIZATION PROCESS. OF THE OPERATING EXPENSES, $23,771,383 IS INTEREST EXPENSE ASSOCIATED WITH LONG-TERM DEBT, $9,124,790 IS THE AMORTIZATION OF THE RESPECTIVE REGULATORY ASSET, AND $414,850 WERE ADMINISTRATIVE & GENERAL IN NATURE. FORM 990, PART XI, LINE 9: PATRONAGE CAPITAL ALLOCATED 37,886,930. PATRONAGE CAPITAL RETIRED - TOTAL -23,540,294. PATRONAGE CAPITAL RETIRED - DISCOUNT 11,355,050. EQUITY METHOD INCOME (LOSS) FROM SUBSIDIARY COMPANY 7,255,578. NET CHANGE IN MEMBERSHIPS 91,325. OTHER COMPREHENSIVE INCOME - POST EMPLOYMENT BENEFITS & AFFILIATES 3,035,910. FORM 990, PART XII, LINE 2C: PURSUANT TO BOARD POLICY, THE BOARD OF DIRECTORS IS THE AUDIT COMMITTEE AND IS RESPONSIBLE FOR OVERSEEING THE FINANCIAL STATEMENT AUDIT AND SELECTING THE INDEPENDENT FINANCIAL STATEMENT AUDITOR. PROCEDURES REMAINED UNCHANGED DURING THE YEAR. QUAIL RUN REALTY LLC 7701 SOUTH STEMMONS FWY CORINTH TX 76210 REAL ESTATE TX 169740 1312612 DENTON COUNTY ELECTRIC COOPERATIVE INC COSERV PROPERTY HOLDINGS LLC 7701 SOUTH STEMMONS FWY CORINTH TX 76210 REAL ESTATE TX 318140 14279660 DENTON COUNTY ELECTRIC COOPERATIVE INC COSERV SECURITIZATION 2022 LLC 2800 QUAIL RUN SUITE 200 CORINTH TX 76210 SECURITIZED BOND ISSUANCE DE 33311023 473135731 DENTON COUNTY ELECTRIC COOPERATIVE INC COSERV ELECTRIC GROUP HEALTH BENEFIT PLAN TRUST 7701 SOUTH STEMMONS FWY CORINTH TX 76210 300403374 MEDICAL SELF INSURANCE FUND TX 501(C)(9) N/A DENTON COUNTY ELECTRIC COOPERATIVE INC 1 COSERV CHARITABLE FOUNDATION 7701 SOUTH STEMMONS FWY CORINTH TX 76210 134281766 COMMUNITY CHARITABLE CONTRIBUTIONS TX 501(C)(3) 7 DENTON COUNTY ELECTRIC COOPERATIVE INC 1 COSERV UTILITIES SERVICES INC 7701 SOUTH STEMMONS FWY CORINTH TX 76210 752766000 GP FOR COSERV INVESTMENTS TX DENTON COUNTY ELECTRIC COOPERATIVE INC C 1304206 1.00000 1 COSERV INVESTMENTS LP 7701 SOUTH STEMMONS FWY CORINTH TX 76210 752729645 INVESTMENTS TX DENTON COUNTY ELECTRIC COOPERATIVE INC C 118111101 405277758 1.00000 1 1 1 0 0 0 0 0 0 0 1 0 1 0 1 1 0 1 1 0 COSERV INVESTMENTS LP AND SUBSIDIARIES A 385191 INVOICES AND OTHER RECORDS COSERV INVESTMENTS LP AND SUBSIDIARIES J N/A - LESS THAN $50,000 COSERV INVESTMENTS LP AND SUBSIDIARIES Q 14633188 INVOICES AND OTHER RECORDS COSERV CHARITABLE FOUNDATION B N/A - LESS THAN $50,000 COSERV CHARITABLE FOUNDATION L N/A - LESS THAN $50,000 COSERV CHARITABLE FOUNDATION N N/A - LESS THAN $50,000 COSERV CHARITABLE FOUNDATION O N/A - LESS THAN $50,000 COSERV ELECTRIC GROUP HEALTH BENEFIT PLAN O N/A - LESS THAN $50,000 COSERV ELECTRIC GROUP HEALTH BENEFIT PLAN R 7498051 INVOICES AND OTHER RECORDS COSERV UTILITIES SERVICES INC B N/A - LESS THAN $50,000 PART IV & V: THE DISCLOSURES PERTAINING TO COSERV INVESTMENTS LP INCLUDE THE FOLLOWING ENTITIES WHICH WERE DISREGARDED OF ITS SOLE OWNER FOR FEDERAL TAX REPORTING PURPOSES, AS OF DECEMBER 31, 2024: COSERV NATURAL, LLC COSERV GAS, LTD RENEWABLE ENERGY ALTERNATIVES, LLC THIRTY SEVEN REALTY GP, LLC THIRTY SEVEN REALTY HOLDINGS LP