V

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

For the fiscal year ended December 31, 2017

OR

For the transition period from                      to                     

Commission file number 000-50039

OLD DOMINION ELECTRIC COOPERATIVE

(Exact name of Registrant as specified in its charter)

(804) 747-0592

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act?    Yes  ☐    No  ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act (the “Exchange Act”).    Yes  ☒    No  ☐

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K.  ☒

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes  ☐    No  ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant.  NONE

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock.  The Registrant is a membership corporation and has no authorized or outstanding equity securities.

Documents incorporated by reference: NONE

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “Form 10-K”), which Old Dominion Electric Cooperative (“ODEC”) originally filed with the Securities and Exchange Commission (“SEC”) on March 14, 2018.  This Amendment is being filed solely to amend and replace Item 11 of the Form 10-K, which inadvertently omitted the pay ratio disclosure required under Item 402(u) of Regulation S-K.

Except as described above, this Amendment does not modify, amend, or update any other disclosures or information presented in the Form 10-K, and this Amendment does not reflect events occurring after the filing of the Form 10-K.  Accordingly, this Amendment should be read in conjunction with the Form 10-K and ODEC’s filings with the SEC that were made after the Form 10-K was filed.  

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

General Philosophy

Our compensation philosophy has four objectives:

Total Compensation Package

We compensate our President and CEO and other executive officers through the use of a total compensation package which includes base salary, competitive benefits, and the potential of a bonus.  Our President and CEO’s base salary is derived from salary data provided by third parties through national compensation surveys.  The national compensation survey data includes data from the labor market for positions with similar responsibilities.

Targeted Overall Compensation

Our compensation program utilizes detailed job descriptions for all of our employees including executive officers, with the exception of the President and CEO, as an instrument to establish benchmarked positions.  The market compensation information for each position is derived from salary data provided by third parties through national compensation surveys and includes salary data for positions within the determined competitive labor market.  Our job descriptions are reviewed annually and include job responsibilities, required knowledge, skills and abilities, and formal education and experience necessary to accomplish the requirements of the position which in turn helps us achieve operational goals.  Utilizing this information, our human resources department determines a market-based salary for each position based upon salary survey data provided by third parties.  A third-party consultant, Burton-Fuller Management, reviews the market-based salary data we compiled for reasonableness annually.  We have defined market-based salary as approximately the 50^th percentile of the market.  Another third-party consultant, Intandem LLC, has been engaged to create a performance appraisal instrument for the President and CEO position as well as to design, distribute, and compile market valuation models and reports for the executive officers.

Process

We have a committee of our board of directors, the executive committee, which recommends all compensation for our President and CEO to the entire board of directors.  The entire board of directors then approves the compensation arrangements for the President and CEO.  Our board of directors has delegated to our President and CEO the authority to establish and adjust compensation for all employees other than himself.  The compensation for all other employees, including executive officers other than the President and CEO, is approved by our President and CEO based upon market-based salary data.  On an annual basis our board of directors reviews the performance and compensation of our President and CEO, and our President and CEO reviews the performance and compensation of the remaining executive officers.

Base Salaries

We are an electric cooperative and do not have any stock and as a result, we do not have equity-based compensation programs.  For this reason, substantially all of our compensation to our executive officers is provided in the form of base salary.  We want to provide our executive officers with a level of assured cash compensation in the form of base salary that is commensurate with the duties and responsibilities of their positions.  These salaries are determined based on market data for positions with similar responsibilities.

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Bonuses

Our practice has been to, on infrequent occasions, award cash bonuses related to a specific event, such as the consummation of a significant transaction.  At the discretion of our board of directors, a bonus may be awarded to our President and CEO.  At the discretion of our President and CEO, bonuses may be awarded to the other executive officers.

Other Benefits

We believe that companies should provide reasonable severance benefits to the President and CEO.  In certain circumstances, we may provide severance benefits to other executive officers.  On July 24, 2017, Mr. Reasor announced his retirement as President and CEO of ODEC effective January 15, 2018.  In connection with Mr. Reasor’s retirement, on July 24, 2017, ODEC entered into an amendment of Mr. Reasor’s employment agreement to provide for certain retirement benefits.  On April 7, 2017, Ms. Ecker and ODEC entered into a separation agreement to set forth their agreement regarding the terms of Ms. Ecker’s retirement and end of employment and certain separation payments. See “Potential Payments upon Termination or Change in Control” and “Employment Agreement” below for more information about these arrangements.  None of our other executive officers, including our Interim President and CEO, have any contractual severance or termination benefits other than what is provided for under the retirement plans in which they participate.

Plans

Retirement Plans

We participate in the NRECA Retirement Security Plan, a noncontributory, defined benefit pension plan qualified under Section 401 and tax-exempt under Section 501(a) of the Internal Revenue Code.  This plan is available to all employees, with limited exceptions, who work at least 1,000 hours per year.  It is considered a multi-employer plan under the accounting standards.  Benefits, which accrue under the plan, are based upon the employee’s base annual salary as of November of the previous year.

We also have a 401(k) plan which is available to all employees in regular positions.  Under the 401(k) plan for 2017, employees may have elected to have up to 100% or $18,000, whichever is less, of their salary withheld on a pre-tax basis, subject to Internal Revenue Service limitations, and invested on their behalf.  We match up to the first 2% of each participant’s base salary.  Also, a catch-up contribution is available for participants in the plan once they attain age 50.  The maximum catch-up contribution for 2017 was $6,000.

In addition, we have a non-qualified executive deferred compensation plan (the “Deferred Compensation Plan”).  Our board of directors, at its discretion, determines who may participate in the plan as well as an annual contribution, if any, up to the maximum amount allowed by IRC regulations.  Currently, our board of directors has determined that our President and CEO is the only participant in this plan.  We made a $15,000 contribution to the plan each year for his benefit from the inception of the plan in 2006 through 2017.

Pension Restoration Plan

We participate in the Deferred Compensation Pension Restoration Plan, which is intended to provide a supplemental benefit for employees who would have a reduction in their pension benefit because of IRC limitations.  Our President and CEO, Senior Vice President and CFO, and Senior Vice President of Power Supply are the only current participants in this plan.

Perquisites and Other Benefits

Our board of directors reviews the perquisites that our President and CEO receives during contract discussions with our President and CEO.  Mr. Reasor was entitled to personal use of a company automobile which amounted to $5,043 in 2017.  

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The executive officers participate in our other benefit plans on the same terms as other employees.  These plans include the defined benefit pension plan, the 401(k) plan, medical insurance, life insurance and accidental death and dismemberment, long-term disability, medical reimbursement and dependent care flexible spending accounts, health savings account, health club membership, vacation, holiday, and sick leave.  Relocation benefits are reimbursed for all employees who transfer to another location at the request or convenience of ODEC in accordance with our relocation policy.  We believe these benefits are customary for similar employers.

Change in Control

There is no provision in our President and CEO’s employment agreement or any other arrangements with any other executive officers that increases or decreases any amounts payable to him or her as a result of a change in control.

Summary Compensation Table

The following table sets forth information concerning compensation awarded to, earned by or paid to our executive officers for services rendered to us in all capacities during each of the last three fiscal years.  The table also identifies the principal capacity in which each of these executives serves.

SUMMARY COMPENSATION

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The following table sets forth information concerning all other compensation awarded to, earned by, or paid to our executive officers during 2017.

ALL OTHER COMPENSATION

Potential Payments upon Termination or Change in Control  

Except for Mr. Reasor, none of our executive officers have any contractual termination benefits other than as provided under the retirement plans in which they participate and none of our executive officers have any change in control benefits.

Employment Agreement

We have an employment agreement with our President and CEO.  We do not have an employment agreement with any of our other executive officers or our Vice President and Controller.

On July 24, 2017, Mr. Reasor announced his retirement as President and CEO of ODEC effective January 15, 2018, and we entered into an amendment of Mr. Reasor’s June 1, 2016 employment agreement.  Under the amendment, we will pay Mr. Reasor compensation at the rate in effect on the date of retirement for one year, plus medical insurance premiums, with limited exceptions, and will transfer ownership of the company automobile used by Mr. Reasor.  The amendment also updates the agreement to provide that the last day of the term of Mr. Reasor’s employment will be January 15, 2018.  The amendment further modifies provisions associated with the appointment of certain senior officers in some circumstances, deletes a non-competition covenant, and adds a non-solicitation covenant relating to employees of ODEC.  

Based upon Mr. Reasor’s retirement date of January 15, 2018, the benefits he will receive are as follows*:  

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*Mr. Reasor would also have been entitled to such benefits under the terms of his amended employment agreement if he was terminated for cause or resigned for good reason on December 31, 2017.

On April 7, 2017, Ms. Ecker and ODEC entered into a separation agreement to set forth their agreement regarding the terms of Ms. Ecker’s retirement and end of employment.  The agreement provided for a payment to Ms. Ecker of $210,468, less applicable withholding taxes, and 12 months of ODEC paid medical insurance premiums valued at $21,487, in the aggregate.  In consideration of the promises made in the agreement, Ms. Ecker released ODEC from any claims associated with her retirement.  Ms. Ecker also received $24,286 for unused vacation.

Based upon a hypothetical termination date of December 31, 2017, Mr. Kees and Mr. Beam would only be entitled to the benefits accrued under the retirement plans in which they participate, and any unused vacation.  See “Plans” above and “Defined Benefit Plans” below for more information as to the benefits that would be paid under the retirement plans in which they participate.

Defined Benefit Plans

The following table lists the estimated values under the NRECA Retirement Security Plan and the Deferred Compensation Pension Restoration Plan as of December 31, 2017.  As a result of changes in Internal Revenue Service regulations, the base annual salary used in determining benefits was limited to $270,000 effective January 1, 2017.

PENSION BENEFITS 

The pension benefits indicated above are the estimated amounts payable by the plan, and they are not subject to any deduction for social security or other offset amounts.  The participant’s annual pension at his or her normal retirement date, currently age 62, is equal to the product of his or her years of benefit service times final average salary times the multiplier in effect during years of benefit service.  The multiplier was 1.7% commencing January 1, 1992.  The number of years of credited service is as of the end of the current year for each of the named executives.  The present value of accumulated benefit is calculated assuming that the executive retires at the normal retirement age per the plan, but using current number of years of credited service, and that he or she receives a lump sum.  The lump sum amounts are calculated using the 30-year Treasury rate (2.86% for 2017, and 3.03% for 2016) and the PPA three segment yield rates (1.79%, 3.80%, and 4.71% for 2017, and 1.76%, 4.15%, and 5.13% for 2016) and the required Internal Revenue Service mortality table for lump sum payments (Group Annuity Reserving 1994, projected to 2002, blended 50%/50% for unisex mortality in combination with the 30-year Treasury rates and PPA Retirement Plan 2000 at 2017 combined unisex

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50%/50% mortality in combination with the PPA rates).  Lump sums at normal retirement age are then discounted to the last day of the appropriate year using these same assumptions shown for the respective stated interest rates.

During 2014, Mr. Reasor and Mr. Kees reached normal retirement age, 62, under the Deferred Compensation Pension Restoration Plan, which is intended to provide a supplemental benefit for employees who would have had a reduction in their pension benefit because of IRC limitations.  In 2014, in accordance with the Deferred Compensation Pension Restoration Plan, Mr. Reasor and Mr. Kees each received payment of their respective pension restoration plan benefits as of December 31, 2014.  Upon his retirement on January 15, 2018, Mr. Reasor ceased earning benefit credit and received a payment of his pension restoration plan benefit.  As long as Mr. Kees continues to work for us, he will continue to earn benefit credit and may elect to receive a payment of his pension restoration plan benefits.  To the extent the pension benefits exceed the IRC limits, the Deferred Compensation Pension Restoration plan provides a supplemental pension benefit.

Prior to the Deferred Compensation Pension Restoration Plan, from 1998 through 2006, Mr. Reasor participated in a Severance Pay Pension Restoration Plan, which was also intended to provide a supplemental benefit for employees who would have a reduction in their pension benefit because of IRC limitations.  Mr. Reasor was the only participant in the plan.  Mr. Reasor’s accrued benefits under this plan were frozen at December 31, 2004 and July 1, 2006, in the amounts of $45,852 and $60,817, respectively, for a total of $106,699.  These amounts were paid to Mr. Reasor in 2018 upon his retirement.

Also during 2014, Mr. Reasor and Mr. Kees reached normal retirement age, 62, under the NRECA Retirement Security Plan, and the plan provides for quasi-retirement.  Quasi-retirement refers to a one-time election option under the plan that permits a participant to receive the benefit at any time after reaching normal retirement age, even if the participant continues to work for an employer that participates in the plan.  Mr. Reasor elected quasi-retirement effective February 28, 2015, Mr. Kees elected quasi-retirement effective January 31, 2015, and they each received lump sum cash distributions in 2015.  Both Mr. Reasor and Mr. Kees continued to work for us and earn benefit credit.  Mr. Reasor retired January 15, 2018.  Mr. Kees will continue to earn benefit credit for as long as he continues to work for us.  Once Mr.  Kees retires, he will receive a benefit for the time worked after the quasi-retirement date.  Upon separation from employment at ODEC, former employees do not receive ODEC contributions to the NRECA Retirement Security Plan.  Ms. Ecker has not made contributions or received contributions from this plan since her separation from employment.

Deferred Compensation Plan

In 2006, in connection with the execution of the employment agreement with Mr. Reasor, we adopted the Deferred Compensation Plan, which is a non-qualified plan, for the purpose of providing supplemental deferred compensation to Mr. Reasor in an amount within the statutory maximums permitted under IRC Section 457.  The Deferred Compensation Plan is restricted to those executive employees designated by our board of directors who are generally responsible for ongoing operations, responsible for and have general supervision over the overall financial condition, responsible for setting and executing overall corporate policies and practices, and responsible for supervising large numbers of employees and who elect to participate in the Deferred Compensation Plan by agreeing to a deferral of a portion of their current compensation.  Currently, Mr. Reasor is the only participant in the Deferred Compensation Plan.  Under the Deferred Compensation Plan, annual deferrals cannot exceed the lesser of 100% of Mr. Reasor’s annual compensation or $18,000 for 2016 and 2017, adjusted by and subject to specified tax laws (the “deferral limit”), during any year in which we are exempt from federal income taxation.  During the last three years before Mr. Reasor attained the normal retirement age under our defined benefit pension plan, the deferral limit was increased to the lesser of two times the deferral limit or the deferral limit plus the amount Mr. Reasor was eligible to but did not defer under the Deferred Compensation Plan.  Mr. Reasor attained normal retirement age during 2014.  Amounts credited to him under the Deferred Compensation Plan will be credited with earnings or losses equal to those made by an investment in one or more funds of a specified regulated investment company designated by him.  Distributions under the Deferred Compensation Plan generally commence upon separation from employment, whether upon termination, retirement, or death.

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The following table sets forth the non-qualified deferred compensation paid to our executive officers in 2017:

NON-QUALIFIED DEFERRED COMPENSATION

Board of Directors Compensation

It is our policy to compensate the members of our board of directors who are not employed by one of our member distribution cooperatives (“outside directors”).  During 2017, our outside directors were compensated by a monthly retainer of $3,000 and were also paid for meetings and other official activities at a rate of $500 per day and $250 per partial day and for teleconferences, if such meetings or other official activities occurred outside the normal board of directors meeting dates.  Effective January 1, 2018, our outside directors are compensated by a monthly retainer of $3,800 and also will be paid for meetings and other official activities at a rate of $500 per day and $250 per partial day and for teleconferences, if such meetings or other official activities occurred outside the normal board of directors meeting dates.  All directors are entitled to be reimbursed for out-of-pocket expenses incurred in attending meetings and other official activities.  Our directors receive no other compensation from us.  We do not provide our directors pension benefits, non-equity incentive plan compensation, or other perquisites and because we are a cooperative, we do not have stock or other equity options.  The following table sets forth the compensation we paid to our directors in 2017:

DIRECTOR COMPENSATION  

Compensation Committee Interlocks and Insider Participation

As described above, the executive committee of our board of directors establishes and the full board of directors approves all compensation and awards paid to our President and CEO.  Our board of directors has delegated to our President and CEO the authority to establish and adjust compensation for all employees other than himself.  Other than the two exceptions noted below, no member of our board of directors is or previously was an officer or employee of ODEC or is or has engaged in transactions with ODEC.  Mr. Gregory W. White was an employee of ODEC from 1990 to

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1996 and from 1999 to 2005 when he left his position as Senior Vice President of Power Supply to become the President and Chief Executive Officer of Northern Neck Electric Cooperative, one of our member distribution cooperatives.  Mr. John C. Lee, Jr. was an employee of ODEC from 1992 to 2007 when he left his position as Vice President of Member and External Relations to become the President and Chief Executive Officer of Mecklenburg Electric Cooperative, one of our member distribution cooperatives.  All of our directors are employees or directors of our member distribution cooperatives.

Under our executive committee charter, the executive committee’s duties and responsibilities include (1) recommending all compensation for ODEC’s President and CEO to the board of directors for its approval and (2) serving as the compensation committee of the board of directors to review and discuss with management the contents of the Compensation Discussion and Analysis section of the Annual Report on Form 10-K and to recommend to the board of directors inclusion of the Compensation Discussion and Analysis section in the Annual Report on Form 10-K each year.

Compensation Committee Report

The executive committee serves as the compensation committee of the board of directors and has reviewed and discussed with the management of ODEC the contents of the Compensation Discussion and Analysis section and, based on such review and discussion, has recommended to the board of directors its inclusion in this Annual Report on Form 10-K.

CEO Pay Ratio

The annual total compensation of Mr. Jackson E. Reasor, our President and CEO, was $707,998 in 2017, as reflected in the Summary Compensation Table above.  Based on reasonable estimates, the median annual total compensation of all of our employees, excluding our President and CEO, was $149,974 for 2017.  Accordingly, for 2017, the ratio of the annual total compensation of our President and CEO to the median of the annual total compensation of all of our other employees was 4.72 to 1.

We identified our median employee based on salary earned in 2017 by each individual who was employed by us on November 15, 2017. We annualized the salary of all permanent employees who were not employed through the entire year.  After identifying an initial median employee, we determined that this employee’s compensation had anomalous compensation characteristics in that the employee had not yet vested in the pension plan and such characteristics would increase the pay ratio.  As a result, we substituted this employee for another employee with substantially similar compensation based on salary earned in 2017.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

See Index on page 47

Not applicable

Exhibits

*3.1 Amended and Restated Articles of Incorporation of Old Dominion Electric Cooperative (filed as exhibit 3.1 to the Registrant’s Form 10-Q, File No. 000-50039, filed on November 10, 2015).

*3.2 Bylaws of Old Dominion Electric Cooperative, Amended and Restated as of July 26, 2016, as amended on July 26, 2016 (filed as exhibit 3.1 to the Registrant’s Form 10-Q, File No. 000-50039, filed on August 9, 2016).

*4.1 Second Amended and Restated Indenture of Mortgage and Deed of Trust, dated as of January 1, 2011, between Old Dominion Electric Cooperative and Branch Banking and Trust Company, as Trustee (filed as exhibit 4.1 to the Registrant’s Form 10-K for the year ended December 31, 2010, File No. 000-50039, on March 16, 2011).

*4.2 First Supplemental Indenture, dated as of April 1, 2011, to the Second Amended and Restated Indenture of Mortgage and Deed of Trust, dated as of January 1, 2011, between Old Dominion Electric Cooperative and Branch Banking and Trust Company, as Trustee, including the form of the 2011 Series A, B, and C Bonds (filed as exhibit 4.1 to the Registrant’s Form 8-K dated April 7, 2011, File No. 000-50039, on April 8, 2011).

*4.3 Second Supplemental Indenture, dated as of June 1, 2013, to the Second Amended and Restated Indenture of Mortgage and Deed of Trust, dated as of January 1, 2011, between Old Dominion Electric Cooperative and Branch Banking and Trust Company, as Trustee, including the form of the 2013 Series A and B Bond (filed as exhibit 4.1 to the Registrant’s Form 8-K dated June 28, 2013, File No. 000-50039, on July 2, 2013).

*4.4 Third Supplemental Indenture, dated as of November 1, 2014, to the Second Amended and Restated Indenture of Mortgage and Deed of Trust, dated as of January 1, 2011, between Old Dominion Electric Cooperative and Branch Banking and Trust Company, as Trustee, including the form of the 2015 Series A and B Bond (filed as exhibit 4.1 to the Registrant’s Form 8-K dated January 15, 2014, File No. 000-50039, on January 16, 2015).

*, ***10.1 Second Amended and Restated Wholesale Power Contract between Old Dominion Electric Cooperative and A&N Electric Cooperative, dated January 1, 2009 (filed as exhibit 10.2 and 10.3 to the Registrant’s Form 10-Q for the quarterly period ended September 30, 2008, File No. 33-46795, filed on November 12, 2008).

*10.2 Nuclear Fuel Agreement between Virginia Electric and Power Company and Old Dominion Electric Cooperative, dated as of December 28, 1982, amended and restated October 17, 1983 (filed as exhibit 10.1 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on March 27, 1992).

*10.3 Purchase, Construction and Ownership Agreement between Virginia Electric and Power Company and Old Dominion Electric Cooperative, dated as of December 28, 1982, amended and restated October 17, 1983 (filed as exhibit 10.2 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on March 27, 1992).

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*10.4 Clover Purchase, Construction and Ownership Agreement between Old Dominion Electric Cooperative and Virginia Electric and Power Company, dated as of May 31, 1990 (filed as exhibit 10.4 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on March 27, 1992).

*10.5 Amendment No. 1 to the Clover Purchase, Construction and Ownership Agreement between Old Dominion Electric Cooperative and Virginia Electric and Power Company, effective March 12, 1993 (filed as exhibit 10.34 to the Registrant’s Form S-1 Registration Statement, File No. 33-61326, filed on April 19, 1993).

*10.6 Clover Operating Agreement between Virginia Electric and Power Company and Old Dominion Electric Cooperative, dated as of May 31, 1990 (filed as exhibit 10.6 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on March 27, 1992).

*10.7 Amendment to the Clover Operating Agreement between Virginia Electric and Power Company and Old Dominion Electric Cooperative, effective January 17, 1995 (filed as exhibit 10.8 to the Registrant’s Form 10-K for the year ended December 31, 1994, File No. 33-46795, on March 15, 1995).

*10.8 Mutual Operating Agreement, dated as of May 18, 2005, between Virginia Electric and Power Company and Old Dominion Electric Cooperative (filed as exhibit 10.66 to the Registrant's Form 10-K for the year ended December 31, 2005, File No. 000-50039, on March 21, 2006).

*10.9 Interconnection Agreement between Delmarva Power & Light Company and Old Dominion Electric Cooperative, dated November 30, 1999 (filed as exhibit 10.33 to the Registrant’s Form 10-K for the year ended December 31, 2000, File No. 33-46795, on March 19, 2001).

*10.10 First Amended and Restated Credit Agreement, dated as of March 3, 2017, among Old Dominion Electric Cooperative, the lenders party thereto, the Issuing Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent and Swingline Lender (filed as exhibit 10.1 to the Registrant’s Form 8-K dated March 3, 2017, File No. 000-50039, on March 8, 2017).

*10.11 Nuclear Decommissioning Trust Agreement between Old Dominion Electric Cooperative and SunTrust Bank, (formerly Crestar Bank), dated June 1, 1999 (filed as exhibit 10.8 to the Registrant's Form 10-K for the year ended December 31, 2014, File No. 000-50039, on March 11, 2015).

*,**10.12 Equipment Operating Lease Agreement, dated as of February 29, 1996, between State Street Bank and Trust Company, as Lessor, and Old Dominion Electric Cooperative, as Lessee (filed as exhibit 10.37 to the Registrant’s Form 10-K for the year ended December 31, 1996, File No. 33-46795, on March 20, 1997).

*,**10.13 Amendment No. 1 to Equipment Operating Lease Agreement, dated as of December 19, 2002, between State Street Bank and Trust Company, as Lessor, and Old Dominion Electric Cooperative, as Lessee (filed as Exhibit 10.65 to the Registrant’s Form 10-K for the year ended December 31, 2002, File No. 000-50039, on March 28, 2003).

*,**10.14 Amendment No. 2 to Equipment Operating Lease Agreement (filed as exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2006, File No. 000-50039, on May 12, 2006).

*10.15 Employment Agreement, dated June 1, 2016, between Old Dominion Electric Cooperative and Jackson E. Reasor and accepted by Jackson E. Reasor on June 1, 2016 (filed as Exhibit 10.1 to the Registrant’s Form 8-K, File No. 000-50039, on June 8, 2016).

*10.16 Employment letter, dated November 28, 2005, of Old Dominion Electric Cooperative and agreed and accepted by Robert L. Kees (filed as exhibit 10.1 to the Registrant’s Form 8-K, No. 000-50039, on November 28, 2005).

*10.17 Employment letter, dated March 30, 2007, of Old Dominion Electric Cooperative and agreed and accepted by Bryan S. Rogers (filed as exhibit 10.1 to the Registrant’s Form 8-K, No. 000-50039, on April 2, 2007).

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*10.18 Executive Deferred Compensation Plan, dated June 30, 2006, adopted on December 18, 2006 (filed as exhibit 10.2 to the Registrant’s Form 8-K File No. 000-50039, on December 21, 2006).

*10.19 Form of Salary Continuation Plan (filed as exhibit 10.31 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on March 27, 1992).

*10.20 Amended and Restated Severance Pay Pension Restoration Plan effective January 1, 2015 (filed as exhibit 10.41 to the Registrant's Form 10-K for the year ended December 31, 2014, File No. 000-50039, on March 11, 2015).

*10.21 Amended and Restated Deferred Compensation Pension Restoration Plan effective January 1, 2015 (filed as exhibit 10.42 to the Registrant's Form 10-K for the year ended December 31, 2014, File No. 000-50039, on March 11, 2015).

*10.22 Lease Agreement between Old Dominion Electric Cooperative and Regional Headquarters, Inc., dated July 29, 1986 (filed as exhibit 10.27 to the Registrant’s Form S-1 Registration Statement, File No. 33-46795, filed on March 27, 1992).

21 Subsidiaries of Old Dominion Electric Cooperative (not included because Old Dominion Electric Cooperative’s subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” under Rule 102(w) of Regulation S-X).

†31.1 Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-(14)a

31.2 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-(14)a

31.3 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-(14)a

†32 Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350

+101.INS XBRL Instance Document

+101.SCH XBRL Taxonomy Extension Schema Document

+101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

+101.LAB XBRL Taxonomy Extension Label Linkbase Document

+101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

+101.DEF XBRL Taxonomy Extension Definition Linkbase Document

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A for the fiscal year ended December 31, 2017, to be signed on its behalf by the undersigned, and in the capacities indicated, thereunto duly authorized, on May 7, 2018.

Date: May 11, 2018

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