2018-09-13T16:42:31-05:00 2017-12-31 GRANT THORNTON LLP 101 CALIFORNIA STREET SUITE 2700 SAN FRANCISCO CA 94111 990 2017-01-01 237175375 Electric Power Research Institute Inc % PAMELA J KEEFE ELEC 6508552000 3420 Hillview Avenue Palo Alto CA 94304 PAMELA J KEEFE SVP CFO & Treasurer 6508552000 2018-09-12 true QI WEN LIANG P01270238 4159863900 209.220.64.52 94336920182565000084 2018-09-13 P 9581E4B8E604E23E6D2AE7D7C5ABAF70F0FE1522 BA837A66B1344850B3C0F550838EC02A61467D28 2017 2018-06-14 16:35:46Z Michael W Howard 3420 Hillview Avenue Palo Alto CA 94304 1098870217 false X www.epri.com X 1972 DC TO CONDUCT RESEARCH AND DEVELOPMENT RELATING TO GENERATION, DELIVERY AND USE OF ELECTRICITY FOR THE BENEFIT OF THE PUBLIC. (SEE SCHEDULE O) 35 35 1113 36 41012666 -2342348 80000 0 395366900 405487028 2160613 3164260 3832403 2924971 401439916 411576259 1202578 1423476 0 0 157754750 170424036 0 0 0 224153548 233306872 383110876 405154384 18329040 6421875 371687046 364477917 204016290 190385286 167670756 174092631 X SEE SCHEDULE O false false 302914199 1423476 405877355 EPRI'S MISSION IS TO CONDUCT RESEARCH & DEVELOPMENT THROUGH SCIENCE AND TECHNOLOGY WITH A VIEW OF PROVIDING BENEFITS TO ITS MEMBERS' CUSTOMERS AND THE U.S. PUBLIC. TO ACCOMPLISH THIS OBJECTIVE, EPRI DEVELOPS AND MANAGES RESEARCH AND DEVELOPMENT PROGRAMS FOR IMPROVING ENERGY GENERATION, DELIVERY AND USAGE. PROGRAM SERVICE EXPENSES ARE DIRECT CHARGES TO THE RESEARCH PROGRAMS. CERTAIN INDIRECT EXPENSES ARE INCLUDED IN THE MANAGEMENT AND GENERAL EXPENSE CATEGORY, AS EPRI DOES NOT SEPARATE THESE EXPENSES FOR FINANCIAL ACCOUNTING PURPOSES. 302914199 true false false true false false false false false true true false false true false false true false false true true false false false false false true true true false false false false false false false false false false false false false true true true false false true 365 0 true 1113 true true true true JA SP UK EI CA KS SF false false false false false false false false X 35 35 false false true false true true true true true false false true true true true true true true true true true CA X PAMELA J KEEFE 6508552000 3420 HILLVIEW AVENUE Palo Alto CA 94304 X WARNER L BAXTER CHAIR AS OF 04/2017 1.0 0.0 X X 0 0 0 JEFFREY J LYASH VICE CHAIR AS OF 04/2017 1.0 0.0 X X 0 0 0 TERRY BASSHAM DIRECTOR 1.0 0.0 X 0 0 0 REBECCA BLALOCK DIRECTOR 1.0 0.0 X 0 0 0 MARK B BONSALL DIRECTOR 1.0 0.0 X 0 0 0 JOSEPH P BRANNAN DIRECTOR 1.0 0.0 X 0 0 0 NICHOLAS A BROWN DIRECTOR 1.0 0.0 X 0 0 0 JIM BURKE DIRECTOR 1.0 0.0 X 0 0 0 SHERYL CARTER DIRECTOR 1.0 0.0 X 0 0 0 DAVID C COEN DIRECTOR 1.0 0.0 X 6500 0 0 STANLEY W CONNALLY JR DIRECTOR 1.0 0.0 X 0 0 0 KENNETH W CORNEW DIRECTOR 1.0 0.0 X 0 0 0 ANTHONY F EARLEY JR DIRECTOR UNTIL 04/2017 1.0 0.0 X 0 0 0 DOUGLAS F ESAMANN DIRECTOR 1.0 0.0 X 0 0 0 THAVA GOVENDER DIRECTOR 1.0 0.0 X 0 0 0 KIMBERLY S GREENE DIRECTOR UNTIL 04/2017 1.0 0.0 X 0 0 0 JOSEPH P GRIMES DIRECTOR 1.0 0.0 X 0 0 0 THOMAS J HELLER DIRECTOR 1.0 0.0 X 0 0 0 DUANE D HIGHLEY DIRECTOR UNTIL 04/2017 1.0 0.0 X 0 0 0 KWANSUP LEE DIRECTOR 1.0 0.0 X 0 0 0 LISA D JOHNSON DIRECTOR 1.0 0.0 X 0 0 0 ROBERT W JONES DIRECTOR 1.0 0.0 X 8000 0 0 PATRICIA L KAMPLING DIRECTOR 1.0 0.0 X 0 0 0 JAMES H LASH DIRECTOR UNTIL 04/2017 1.0 0.0 X 0 0 0 ALLEN L LEVERETT DIRECTOR 1.0 0.0 X 0 0 0 ELLIOTT MAINZER DIRECTOR 1.0 0.0 X 0 0 0 MARK C MCCULLOUGH DIRECTOR 1.0 0.0 X 0 0 0 JOHN MOGG DIRECTOR 1.0 0.0 X 0 0 0 BARBARA A NICK DIRECTOR 1.0 0.0 X 0 0 0 PEDRO J PIZZARO DIRECTOR 1.0 0.0 X 0 0 0 SCOTT PROCHAZKA DIRECTOR 1.0 0.0 X 0 0 0 GIL C QUINIONES DIRECTOR 1.0 0.0 X 0 0 0 BERNARD SALHA DIRECTOR 1.0 0.0 X 0 0 0 WILLIAM H SPENCE DIRECTOR 1.0 0.0 X 0 0 0 STEVEN E STRAH DIRECTOR 1.0 0.0 X 0 0 0 ENRICO VIALE DIRECTOR 1.0 0.0 X 0 0 0 DAVID G VICTOR DIRECTOR 1.0 0.0 X 7250 0 0 PAT K VINCENT-COLLAWN DIRECTOR 1.0 0.0 X 0 0 0 RODERICK K WEST DIRECTOR 1.0 0.0 X 0 0 0 MICHAEL W HOWARD PRESIDENT AND CEO 40.0 0.0 X 1779551 0 536165 ARSHAD MANSOOR SVP RESEARCH AND DEVELOPMENT 40.0 0.0 X 900955 0 303741 PAMELA J KEEFE SVP CFO AND TREASURER 40.0 0.0 X 590232 0 163946 ANDA RAY SVP EXT RELAT & TECH RESOURCES 40.0 0.0 X 580434 0 150544 CHARLES T ALLEY JR VP GENERATION 40.0 0.0 X 490987 0 116963 SALVADOR A CASENTE JR VP GEN COUNSEL AND SECRETARY 40.0 0.0 X 494499 0 134010 ROBERT N CHAPMAN VP ENERGY AND ENVIRONMENT 40.0 1.0 X 479713 0 131340 ROBIN E MANNING VP TRANSMISSION 40.0 0.0 X 488211 0 127981 MARK MCGRANAGHAN VP DISTRIB AND ENERGY UTILITY 40.0 0.0 X 486894 0 127819 CAROLYN R SHOCKLEY VP PEOPLE AND PERFORMANCE 40.0 0.0 X 533554 0 141843 NEIL M WILMSHURST VP NUCLEAR & CHIEF NUC OFFICER 40.0 0.0 X 561482 0 139475 JANIS G MENDELSON ASSISTANT CORP SECRETARY 40.0 0.0 X 135867 0 21155 MICHAEL A COLEMAN VP INFORMATION TECH AND CIO 40.0 0.0 X 318887 0 123456 HENRY A COURTRIGHT EXECUTIVE ADVISOR 40.0 0.0 X 478169 0 4417 ROSA L YANG SENIOR TECHNICAL ADVISOR 40.0 0.0 X 397459 0 55996 ANDREW J PHILLIPS DIRECTOR RESEARCH & DEVELOP 40.0 0.0 X 335559 0 56722 KURT W EDSINGER DIRECTOR RESEARCH & DEVELOP 40.0 0.0 X 334959 0 56405 TINA TAYLOR SR DIRECTOR RESEARCH & DEVELOP 40.0 0.0 X 319364 0 48496 9728526 0 2440474 627 false true false Electricite de France 1 AVENUE DU GENERAL DA GAULLE CLAMART CEDEX 0 FR 92143 Contract R&D 5684329 Jensen Hughes Inc 3610 Commerce Drive BALTIMORE MD 21227 Contract R&D 4826973 Areva Federal Services Inc 7207 IBM Drive CHARLOTTE NC 28262 Contract R&D 4593900 Structural Integrity Associates 5215 Hellyer Avenue SAN JOSE CA 95138 Contract R&D 3586066 Westinghouse Electric Co LLC 20 Stanwix Street PITTSBURGH PA 15222 Contract R&D 3526185 373 0 MEMBERSHIP FEE REVENUE 541900 218054117 203419446 14634671 SUPPLEMENTAL FUNDING 541900 179292368 161054916 18237452 BILLABLE SERVICES 541900 8140543 8140543 405487028 3373666 3373666 0 680628 680628 1966420 325561 1640859 0 1640859 1640859 686758991 686758991 209406 -209406 -209406 -209406 0 0 0 0 0 0 0 0 0 SALE OF R&D REPORTS 900099 390327 390327 MEMBER EARLY TERMINATION FEES 900099 200000 200000 SALE OF SOLAR POWER 900099 13157 13157 603484 411576259 364864689 41012666 5698904 1358218 1358218 43000 43000 22258 22258 0 8874936 8874936 0 112962032 68460615 44501417 13116888 8218473 4898415 27245905 17071102 10174803 8224275 5152974 3071301 0 1225130 347496 877634 393235 10933 382302 6010 6010 0 232200 232200 4521623 4521623 0 17448541 14511789 2936752 5153341 5153341 0 4218012 3922591 295421 16621057 12898476 3722581 0 10631955 9629239 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THESE PAYMENTS ARE MADE IN CONNNECTION WITH THE PERFORMANCE OF TAX EXEMPT SCIENTIFIC RESEARCH IN THE PUBLIC INTEREST, WHICH BY DEFINITION ALSO INCIDENTALLY BENEFITS EPRI MEMBERS WHO MAY IN CERTAIN CIRCUMSTANCES HAVE A DIRECT AND IMMEDIATE BENEFIT FROM SUCH RESEARCH. THE RESEARCH RESULTS MAY ALSO, IN CERTAIN CIRCUMSTANCES, HAVE A MORE DIRECT BENEFIT TO THE EPRI MEMBERS THAN TO THE GENERAL PUBLIC CONTEMPLATED WITHIN TREASURY REGULATION SECTION 1.509(A)-3(G)(2). OTHER INCOME DESCRIPTION SCHEDULE A, PART III, LINE 12: OTHER INCOME INCLUDES INCOME FROM PREVIOUSLY PUBLISHED SCIENTIFIC RESEARCH REPORTS AND SOFTWARE AVAILABLE FOR SALE TO THE GENERAL PUBLIC AND INCOME FROM RELATED SCIENTIFIC RESEARCH ACTIVITIES CONDUCTED BY EPRI IN THE PUBLIC INTEREST. 6010 6010 404917172 404923182 1000000 250000 1000000 1000000 1000000 1000000 4000000 6000000 21608 36275 12186 6010 76079 250000 250000 250000 250000 1000000 1500000 2293299 2293299 68312751 49419825 18892926 14612547 5915630 8696917 32146239 27665575 4480664 46717981 25916907 20801074 55164880 LONG TERM INVESTMENTS 144138667 F INVESTMENT IN SUBSIDIARIES 1769410 F INVESTMENT IN OTHER COMPANIES 1082 F 145909159 0 ACCRUED POST RETIREMENT BENEFITS 9189887 OTHER LONG-TERM LIABILITIES 2520680 INTERCO PAYABLE WITH RELATED PARTY 1791552 13502119 FIN 48 (ASC 740) FOOTNOTE SCHEDULE D, PART X, LINE 2: EPRI ADOPTED FIN 48 (CODIFIED AS ASC 740) IN 2009. THE ADOPTION IN 2009 DID NOT HAVE A MATERIAL IMPACT ON THE EPRI FINANCIAL STATEMENTS. THERE WAS NO CHANGE IN 2016 OR 2017. AS A RESULT, THE FINANCIAL STATEMENTS DO NOT HAVE AN ASC740 LIABILITY RECORDED AND A FOOTNOTE FOR ASC740 WAS NOT REQUIRED. true Central America and the Caribbean Program Services R&D Project 99 East Asia and the Pacific Program Services R&D Project 2725626 Europe (Including Iceland and Greenland) Program Services R&D Project 17555667 Middle East and North Africa Program Services R&D Project 20295 North America Program Services R&D Project 4046419 Russia and the Newly Independent States Program Services R&D Project 1443 South America Program Services R&D Project 100548 South Asia Program Services R&D Project 30453 Sub-Saharan Africa Program Services R&D Project 72585 Europe (Including Iceland and Greenland) Grantmaking Sponsorship 22258 East Asia and the Pacific Unrelated Trade or Business 45238 Europe (Including Iceland and Greenland) Unrelated Trade or Business 140570 North America Unrelated Trade or Business 54765 South Asia Unrelated Trade or Business 2049 East Asia and the Pacific Investments 14917368 Europe (Including Iceland and Greenland) Investments 31505281 North America Investments 19075995 90316659 90316659 Europe (Including Iceland and Greenland) CONTRIBUTION 22258 ELECTRONIC 0 1 false false false false false false PROCEDURE FOR MONITORING USE OF GRANT FUNDS OUTSIDE OF THE UNITED STATES SCHEDULE F, PART I, LINE 2: EPRI OCCASIONALLY MAKES GRANTS TO OTHER INSTITUTIONS WHEN DOING SO IS CONSISTENT WITH AND FURTHERS EPRIS CHARITABLE PURPOSE. GRANTS ARE MADE ONLY TO ENTITIES WHICH ARE WELL KNOWN TO EPRI AND AFTER APPROPRIATE DUE DILIGENCE. THE PERMITTED USES OF THE GRANTED FUNDS ARE ENUMERATED TO THE GRANTEE AND EPRI TYPICALLY RECEIVES REPORTS, TECHNICAL PAPERS, CONFERENCE AND SIMILAR MATERIALS DEMONSTRATING THE APPROPRIATE USE OF THE GRANTED FUNDS. true CARNEGIE MELLON UNIVERSITY 5000 FORBES AVENUE PITTSBURGH PA 15213 250969449 501(c)(3) 242768 0 CONTRIBUTION ARIZONA STATE UNIVERSITY 1151 SOUTH FORECT AVENUE TEMPE AZ 85281 860196696 Government Org. 50000 0 CONTRIBUTION CALIFORNIA CLEAN ENERGY FUND INNOVATIONS 436 14TH STREET OAKLAND CA 94612 261339988 501(c)(3) 20000 0 CONTRIBUTION TEXAS A&M UNIVERSITY 400 HARVEY MITCHELL PKWY CLG STN TX 77845 741974733 501(c)(3) 12000 0 CONTRIBUTION ENVIRONMENTAL RESEARCH & EDUCATION FDN 3301 BENSON DRIVE RALEIGH NC 27609 521804051 501(c)(3) 10000 0 CONTRIBUTION GEORGIA TECH FOUNDATION 790 ATLANTIC DRIVE ATLANTA GA 30332 586043294 501(c)(3) 50000 0 CONTRIBUTION THE UNIVERSITY OF CALIFORNIA LOS ANGELES 405 HILGARD AVENUE LOS ANGELES CA 90095 956006143 Government Org. 50000 0 CONTRIBUTION THE UNIVERSITY OF NORTH CAROLINA 9201 UNIVERSITY BLVD CHARLOTTE NC 28223 566001393 Government Org. 20000 0 CONTRIBUTION LEHIGH UNIVERSITY 526 BRODHEAD AVENUE BETHLEHEM PA 18015 240795445 501(c)(3) 59750 0 CONTRIBUTION THE UNIVERSITY OF CALIFORNIA SAN DIEGO 9500 GILMAN DRIVE LA JOLLA CA 92093 952872494 Government Org. 600000 0 CONTRIBUTION LITTLE BROTHERS FRIENDS OF THE ELDERLY 909 HYDE STREET SAN FRANCISCO CA 94109 943143730 501(c)(3) 7250 0 CONTRIBUTION RESOURCES FOR THE FUTURE INC 1616 P STREET WASHINGTON DC 20036 530220900 501(c)(3) 25000 0 CONTRIBUTION STANFORD UNIVERSITY 326 GALVEZ STREET STANFORD CA 94305 941156365 501(c)(3) 180000 0 CONTRIBUTION 13 0 PARTICIPATION ON ADVISORY COUNCIL 11 23000 0 PARTICIPATION ON EXPERT PANEL 2 15000 0 SPEAKER AT EPRI MEETING 3 5000 0 PROCEDURE FOR MONITORING USE OF GRANT FUNDS IN THE UNITED STATES SCHEDULE I, PART I, LINE 2: EPRI OCCASIONALLY MAKES GRANTS TO OTHER INSTITUTIONS WHEN DOING SO IS CONSISTENT WITH AND FURTHERS EPRIS CHARITABLE PURPOSE. GRANTS ARE MADE ONLY TO ENTITIES THAT ARE WELL KNOWN TO EPRI AND AFTER APPROPRIATE DUE DILIGENCE. THE PERMITTED USES OF THE GRANTED FUNDS ARE ENUMERATED TO THE GRANTEE AND EPRI TYPICALLY RECEIVES REPORTS, TECHNICAL PAPERS, CONFERENCE AND SIMILAR MATERIALS DEMONSTRATING THE APPROPRIATE USE OF THE GRANTED FUNDS. X X true true X X X X X true true false false false false false true false MICHAEL W HOWARD PRESIDENT AND CEO 637650 0 1035000 0 106901 0 520446 0 15719 0 2315716 0 352700 0 ARSHAD MANSOOR SVP RESEARCH AND DEVELOPMENT 382670 0 486102 0 32183 0 281233 0 22508 0 1204696 0 239015 0 PAMELA J KEEFE SVP CFO AND TREASURER 291915 0 273800 0 24517 0 148227 0 15719 0 754178 0 96700 0 ANDA RAY SVP EXT RELAT & TECH RESOURCES 302507 0 257900 0 20027 0 150516 0 28 0 730978 0 78900 0 CHARLES T ALLEY JR VP GENERATION 266054 0 209500 0 15433 0 109459 0 7504 0 607950 0 64000 0 SALVADOR A CASENTE JR VP GEN COUNSEL AND SECRETARY 269697 0 210500 0 14302 0 111502 0 22508 0 628509 0 63000 0 ROBERT N CHAPMAN VP ENERGY AND ENVIRONMENT 259657 0 205200 0 14856 0 108832 0 22508 0 611053 0 62600 0 ROBIN E MANNING VP TRANSMISSION 276063 0 196400 0 15748 0 113520 0 14461 0 616192 0 44700 0 MARK MCGRANAGHAN VP DISTRIB AND ENERGY UTILITY 270288 0 214800 0 1806 0 112100 0 15719 0 614713 0 65600 0 CAROLYN R SHOCKLEY VP PEOPLE AND PERFORMANCE 288626 0 229300 0 15628 0 119335 0 22508 0 675397 0 69800 0 NEIL M WILMSHURST VP NUCLEAR & CHIEF NUC OFFICER 313581 0 243100 0 4801 0 123756 0 15719 0 700957 0 73700 0 JANIS G MENDELSON ASSISTANT CORP SECRETARY 113141 0 21732 0 994 0 13651 0 7504 0 157022 0 0 0 MICHAEL A COLEMAN VP INFORMATION TECH AND CIO 268582 0 42600 0 7705 0 100948 0 22508 0 442343 0 0 0 HENRY A COURTRIGHT EXECUTIVE ADVISOR 20263 0 0 457906 0 2092 0 2325 0 482586 0 0 0 ROSA L YANG SENIOR TECHNICAL ADVISOR 247346 0 146970 0 3143 0 40277 0 15719 0 453455 0 0 0 ANDREW J PHILLIPS DIRECTOR RESEARCH & DEVELOP 239693 0 95528 0 338 0 34214 0 22508 0 392281 0 0 0 KURT W EDSINGER DIRECTOR RESEARCH & DEVELOP 242303 0 92112 0 544 0 33897 0 22508 0 391364 0 0 0 TINA TAYLOR SR DIRECTOR RESEARCH & DEVELOP 232853 0 85962 0 549 0 32777 0 15719 0 367860 0 0 0 FIRST-CLASS TRAVEL SCHEDULE J, PART I, LINE 1A: SENIOR VICE PRESIDENTS AND THE CHIEF EXECUTIVE OFFICER, ALONG WITH CERTAIN BOARD MEMBERS FOR WHOM EPRI REIMBURSES TRAVEL, ARE AUTHORIZED TO BOOK AIR TRAVEL ONE CLASS ABOVE ECONOMY ON FLIGHTS WHERE THE PUBLISHED DURATION IS MORE THAN FOUR (4) HOURS, OR THE TRIP DURATION (DEPARTURE AIRPORT TO DESTINATION AIRPORT) REQUIRES ONE OR MORE STOPS FOR A TOTAL PUBLISHED DURATION OF MORE THAN SEVEN (7) HOURS. PERSONAL SERVICES SCHEDULE J, PART I, LINE 1A: EPRI MAKES AVAILABLE TO ITS KEY OFFICERS A FINANCIAL PLANNING BENEFIT THROUGH AN OUTSIDE VENDOR, WHICH EACH OFFICER MAY DETERMINE TO ACCEPT OR DECLINE. OFFICERS SELECTING THE SERVICE MAY ALSO USE THE PLANNER FOR TAX PREPARATION ADVICE. THE BENEFIT IS TREATED AS TAXABLE INCOME TO THE OFFICER. THE FOLLOWING OFFICERS ACCEPTED A VOLUNTARY FINANCIAL PLANNING BENEFIT OFFERED BY EPRI, WHICH IN 2017 RESULTED IN TAXABLE INCOME TO THE OFFICERS: MICHAEL W. HOWARD $13,675 ARSHAD MANSOOR $13,675 PAMELA J. KEEFE $13,675 ANDA RAY $13,675 CHARLES T. ALLEY, JR. $13,675 SALVADOR A. CASENTE, JR. $13,675 ROBERT N. CHAPMAN $13,675 ROBIN E. MANNING $13,675 CAROLYN R. SHOCKLEY $13,675 MICHAEL A. COLEMAN $7,081 SEVERANCE ARRANGEMENTS SCHEDULE J, PART I, LINE 4A: THE FOLLOWING INDIVIDUAL RECEIVED SEVERANCE WHICH IS REPORTED ON HIS FORM W-2 AS TAXABLE INCOME AND REPORTED ON SCHEDULE J, PART II, COLUMN (III): HENRY A COURTRIGHT $448,192 THE INSTITUTE HAS ESTABLISHED SEVERANCE PLANS FOR ITS REGULAR EMPLOYEES, INCLUDING OFFICERS. EMPLOYEES HAVE NO PRE-EXISTING VESTED OR ACCRUED RIGHTS TO A SEVERANCE BENEFIT UNDER THESE PLANS, AND THE PLANS MAY BE CHANGED AT THE DISCRETION OF THE INSTITUTE. SEVERANCE BENEFITS IN EACH PLAN ARE CONTINGENT UPON QUALIFYING EMPLOYEE TERMINATIONS AND OTHER CONDITIONS AS REQUIRED IN THE PARTICULAR PLAN. GENERALLY, THE AMOUNT OF ANY SEVERANCE BENEFIT IS DEPENDENT UPON THE POSITION HELD BY THE EMPLOYEE AND LENGTH OF SERVICE UP TO FORTY-TWO WEEKS OF SALARY AND TWO MONTHS OF HEALTH BENEFIT CONTINUATION IN THE OFFICER PLAN. IN CONNECTION WITH THE LONG TERM INCENTIVE PROGRAM, OFFICERS (AS DETERMINED BY THE BOARD OR A BOARD COMMITTEE) MAY BE ENTITLED TO A PAYMENT UPON QUALIFYING TERMINATIONS, AS REQUIRED IN THE PROGRAM. SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN SCHEDULE J, PART I, LINE 4B: EPRI PROVIDES A RETIREMENT CONTRIBUTION FOR ITS EMPLOYEES BASED ON THEIR COMPENSATION. THIS RETIREMENT CONTRIBUTION IS USUALLY IN THE FORM OF AN EMPLOYER CONTRIBUTION TO ITS RETIREMENT PLANS. HOWEVER, IF THE CALCULATED RETIREMENT CONTRIBUTION EXCEEDS THE RETIREMENT PLAN EMPLOYER CONTRIBUTION LIMIT FOR THE YEAR, THE AMOUNT OF THE RETIREMENT CONTRIBUTION IN EXCESS OF THE LIMIT IS REPORTED ON THE EMPLOYEES FORM W-2 AS TAXABLE INCOME AS REQUIRED AND REPORTED ON SCHEDULE J, PART II, COLUMN (B)(III) AS FOLLOWS: MICHAEL W. HOWARD $87,742 ARSHAD MANSOOR $17,559 PAMELA J. KEEFE $2,483 ANDA RAY $3,151 NEIL M. WILMSHURST $3,420 CAROLYN R. SHOCKLEY $675 NON-FIXED PAYMENTS SCHEDULE J, PART I, LINE 7: OFFICERS, AS WELL AS EMPLOYEES, ARE ELIGIBLE FOR DISCRETIONARY INCENTIVE AWARDS BASED ON EPRIS RESULTS AGAINST CORPORATE GOALS, WHICH ARE ESTABLISHED BY THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE OF THE BOARD, AND EACH INDIVIDUALS PERFORMANCE AND CONTRIBUTION TOWARD ACHIEVING THOSE GOALS. INCENTIVE AWARDS ARE STRONGLY TIED TO BOTH CORPORATE AND INDIVIDUAL PERFORMANCE. THE LEVEL OF INCENTIVE AWARDS FOR WHICH AN EMPLOYEE IS ELIGIBLE IS DETERMINED BASED AS A PERCENTAGE OF BASE SALARY, DEPENDING UPON THE EMPLOYEES POSITION, AND ARE CONSIDERED IN THE DETERMINATION BY EPRI OF A TOTAL REASONABLE COMPENSATION PACKAGE FOR THE POSITION. THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS CONSIDERS AND, IN ITS DISCRETIONARY JUDGMENT, APPROVES INCENTIVE PAYMENTS FOR EACH OFFICER AT THE LEVEL OF VICE PRESIDENT OR ABOVE, WITH THE EXCEPTION OF THE INCENTIVE PAYMENT FOR THE CHIEF EXECUTIVE OFFICER WHICH IS CONSIDERED AND, IN ITS DISCRETIONARY JUDGMENT, APPROVED BY THE EXECUTIVE COMMITTEE OF THE BOARD. DEFERRED COMPENSATION SCHEDULE J, PART II, COLUMN (C): FOR CERTAIN OFFICERS OF THE ORGANIZATION, DEFERRED COMPENSATION INCLUDES AMOUNTS EARNED OR ACCRUED (BUT NOT FUNDED OR VESTED) AT DECEMBER 31, 2017 IN CONNECTION WITH THE ORGANIZATIONS LONG-TERM INCENTIVE PROGRAM AND OTHER SPECIFIC RETENTION. ORGANIZATION'S MISSION AND MOST IMPORTANT ACTIVITIES FORM 990, PART I, LINE 1 AND FORM 990, PART III, LINE 1: THE ELECTRIC POWER RESEARCH INSTITUTE (EPRI) CONDUCTS RESEARCH AND DEVELOPMENT RELATING TO GENERATION, DELIVERY AND USE OF ELECTRICITY FOR THE BENEFIT OF THE PUBLIC. AN INDEPENDENT, NONPROFIT ORGANIZATION, EPRI BRINGS TOGETHER ITS SCIENTISTS AND ENGINEERS AS WELL AS EXPERTS FROM ACADEMIA AND INDUSTRY TO HELP ADDRESS CHALLENGES IN ELECTRICITY, INCLUDING RELIABILITY, EFFICIENCY, HEALTH, SAFETY AND THE ENVIRONMENT. EPRI ALSO PROVIDES TECHNOLOGY, POLICY AND ECONOMIC ANALYSES TO DRIVE LONG-RANGE RESEARCH AND DEVELOPMENT PLANNING, AND SUPPORTS RESEARCH IN EMERGING TECHNOLOGIES. EPRI'S PRINCIPAL OFFICES AND LABORATORIES ARE LOCATED IN PALO ALTO, CA; CHARLOTTE, NC; KNOXVILLE, TN; AND LENOX, MA. SIGNIFICANT CHANGES TO EPRI BYLAWS IN 2017 PART VI, SECTION A, LINE 4 THE EPRI BYLAWS WERE AMENDED IN 2017 WITH TWO SIGNIFICANT CHANGES TO PROVIDE (1) THAT EPRI HAS FIVE CLASSES OF MEMBERSHIP, EFFECTIVE AS OF MAY 1, 2017; (2) THE INSTITUTE (I.E., EPRI MANAGEMENT), FOLLOWING POLICIES ADOPTED BY THE BOARD, DETERMINES THE QUALIFICATION AND CLASSIFICATION OF MEMBERS; AND (2) THAT CERTAIN FUTURE CHANGES TO THE EPRI BYLAWS AFFECTING MEMBERSHIP (INCLUDING MATTERS SUCH AS THE RIGHTS AND OBLIGATIONS OF MEMBERS, VOTING, DUES, ASSESSMENTS, AND TERMINATION OR SUSPENSION OF MEMBERS), COULD BE ADOPTED BY THE BOARD, ON A SUPERMAJORITY TWO-THIRDS VOTE, WITHOUT CONVENING A SPECIAL MEETING OF THE MEMBERS OR REQUIRING A VOTE BY BALLOT. OTHER MINOR AMENDMENTS WERE ALSO MADE TO THE BYLAWS CONCERNING COMMITTEES OF THE BOARD. WITH RESPECT TO THE CLASSES OF MEMBERSHIP, THE AMENDMENTS REFLECT A DESIRE TO PROVIDE MORE OPPORTUNITIES FOR MEMBERSHIP PARTICIPATION BY ENTITIES THAT ARE DIRECTLY AND INDIRECTLY INTERESTED IN SUPPORTING ELECTRIC SECTOR RESEARCH. SPECIFICALLY, (1) THE AMENDED BYLAWS ESTABLISH AN ELIGIBILITY PREAMBLE THAT SETS FORTH THE BASIS FOR A BOARD POLICY ON ENABLING MEMBERSHIP CRITERIA AND RESOLVING POTENTIAL MEMBER DISPUTES; (2) CLASS II MEMBERSHIP IS REDEFINED AS REGULATED DOMESTIC ORGANIZATIONS ENGAGED TO A SUBSTANTIAL DEGREE IN THE PRODUCTION, DISTRIBUTION AND TRANSMISSION OF ELECTRICITY THAT HAVE AN OBLIGATION TO SERVE THE PUBLIC; (3) CLASS III MEMBERSHIP IS REDEFINED AS THOSE NON-UNITED STATES PUBLIC/MUNICIPAL, COOPERATIVE, AND REGULATED INVESTOR-OWNED ORGANIZATIONS ENGAGED TO A SUBSTANTIAL DEGREE IN THE PRODUCTION, DISTRIBUTION AND TRANSMISSION OF ELECTRICITY, AS WELL AS ANALOGOUS RTO/ISO ORGANIZATIONS; (4) CLASS IV MEMBERSHIP, A NEW, NON-VOTING CLASS, IS CREATED FOR UNREGULATED ORGANIZATIONS ENGAGED TO A SUBSTANTIAL DEGREE IN THE PRODUCTION, TRANSMISSION OR DISTRIBUTION INTO THE WHOLESALE MARKET OF ELECTRIC POWER, WHETHER DOMESTIC OR INTERNATIONAL; AND (5) CLASS V MEMBERSHIP, A NEW, NON-VOTING CLASS, IS CREATED FOR OTHERS ELIGIBLE FOR MEMBERSHIP IN EPRI, THAT IS, THOSE DIRECTLY OR INDIRECTLY SUPPORTING A DOMESTIC OR INTERNATIONAL PROGRAM FOR ELECTRIC SECTOR RESEARCH. IN ADDITION, THE BYLAWS ESTABLISH THAT EXISTING EPRI MEMBERS OF CLASS II AND CLASS III ON APRIL 30, 2017, WHICH WOULD OTHERWISE MOVE INTO CLASS IV OR V, ARE FROZEN OR GRANDFATHERED IN PLACE WITHIN CLASS II OR CLASS III, AS LONG AS THEY REMAIN MEMBERS OF EPRI. ORGANIZATION'S MEMBERS OR STOCKHOLDERS FORM 990, PART VI, SECTION A, LINE 6: EPRI HAS FIVE CLASSES OF MEMBERS, NAMELY: (A) CLASS I (1) ANY PERSON, FIRM, AGENCY OR CORPORATION OWNED BY THE FEDERAL GOVERNMENT, OR BY AN AGENCY, AUTHORITY OR INSTRUMENTALITY OF THE FEDERAL GOVERNMENT, WHICH IS ENGAGED TO A SUBSTANTIAL DEGREE IN THE PRODUCTION, TRANSMISSION OR DISTRIBUTION OF ELECTRIC POWER FOR PUBLIC USE WITHIN THE UNITED STATES; (2) ANY COOPERATIVE ASSOCIATION OR COOPERATIVE CORPORATION WHICH IS ENGAGED TO A SUBSTANTIAL DEGREE IN THE PRODUCTION, TRANSMISSION OR DISTRIBUTION OF ELECTRIC POWER FOR PUBLIC USE WITHIN THE UNITED STATES; (3) ANY NONFEDERAL GOVERNMENTAL OR OTHER PUBLIC AGENCY, AUTHORITY OR INSTRUMENTALITY, OR ANY NON-PROFIT CORPORATION, ASSOCIATION OR OTHER NON-PROFIT ORGANIZATION OPERATING PURSUANT TO GOVERNMENTAL OVERSIGHT OR REGULATION, WHICH IS ENGAGED TO A SUBSTANTIAL DEGREE IN THE PRODUCTION, TRANSMISSION OR DISTRIBUTION OF ELECTRIC POWER FOR PUBLIC USE WITHIN THE UNITED STATES; (4) ANY CORPORATION, ASSOCIATION OR OTHER ORGANIZATION OPERATING PURSUANT TO GOVERNMENTAL OVERSIGHT OR REGULATION, WHICH IS ENGAGED TO A SUBSTANTIAL DEGREE IN OPERATING, MAINTAINING OR ASSURING RELIABILITY OF SYSTEMS FOR THE TRANSMISSION OF ELECTRIC POWER FOR PUBLIC USES WITHIN THE UNITED STATES AND CANADA; OR (5) ANY GOVERNMENTAL OR OTHER PUBLIC AGENCY, AUTHORITY OR INSTRUMENTALITY WITHIN THE UNITED STATES WHICH IS ENGAGED TO A SUBSTANTIAL DEGREE IN DIRECTLY FUNDING RESEARCH AND DEVELOPMENT RELATED TO THE PRODUCTION, TRANSMISSION, DISTRIBUTION, SALE, AND UTILIZATION OF ELECTRIC POWER, INCLUDING BUT NOT LIMITED TO, ENERGY EFFICIENCY, RENEWABLES, AND ENVIRONMENTAL RESEARCH. (B) CLASS II REGULATED DOMESTIC ORGANIZATIONS ENGAGED TO A SUBSTANTIAL DEGREE IN THE PRODUCTION, DISTRIBUTION AND TRANSMISSION OF ELECTRICITY THAT HAVE AN OBLIGATION TO SERVE THE PUBLIC. (C) CLASS III NON-UNITED STATES PUBLIC/MUNICIPAL, COOPERATIVE, AND REGULATED INVESTOR-OWNED ORGANIZATIONS ENGAGED TO A SUBSTANTIAL DEGREE IN THE PRODUCTION, DISTRIBUTION AND TRANSMISSION OF ELECTRICITY, AS WELL AS ANALOGOUS RTO/ISO ORGANIZATIONS. (D) CLASS IV A NON-VOTING CLASS FOR UNREGULATED ORGANIZATIONS ENGAGED TO A SUBSTANTIAL DEGREE IN THE PRODUCTION, TRANSMISSION OR DISTRIBUTION INTO THE WHOLESALE MARKET OF ELECTRIC POWER, WHETHER DOMESTIC OR INTERNATIONAL. (E) CLASS V A NON-VOTING CLASS FOR OTHERS ELIGIBLE FOR MEMBERSHIP IN EPRI, THAT IS, THOSE DIRECTLY OR INDIRECTLY SUPPORTING A DOMESTIC OR INTERNATIONAL PROGRAM FOR ELECTRIC SECTOR RESEARCH. MEMBER'S POWER TO ELECT OR APPOINT THE GOVERNING BODY FORM 990, PART VI, SECTION A, LINE 7A: IN 2017, THE MEMBERS OF EPRIS BOARD OF DIRECTORS WERE ELECTED AND APPOINTED AS FOLLOWS: CLASS I MEMBERS MAY ELECT SEVEN MEMBERS OF THE BOARD. THE TENNESSEE VALLEY AUTHORITY AND THE BONNEVILLE POWER ADMINISTRATOR MAY EACH APPOINT ONE MEMBER OF THE BOARD. CLASS II MEMBERS MAY ELECT FIFTEEN MEMBERS OF THE BOARD. CLASS III MEMBERS MAY ELECT FIVE MEMBERS OF THE BOARD. THE EPRI GOVERNANCE AND NOMINATING COMMITTEE MAY APPOINT SIX MEMBERS OF THE BOARD. GOVERNANCE DECISIONS RESERVED TO MEMBERS FORM 990, PART VI, SECTION A, LINE 7B: MEMBERS HAVE THE POWER TO AMEND THE ARTICLES OF INCORPORATION AND MAY HAVE OTHER POWERS CONFERRED BY THE NONPROFIT CORPORATION CODE OF THE DISTRICT OF COLUMBIA. FORM 990 REVIEW PROCESS FORM 990, PART VI, SECTION B, LINE 11B: AN EXTERNAL TAX FIRM AND EPRI STAFF WORK TOGETHER TO GATHER THE INFORMATION NECESSARY TO COMPLETE THE TAX RETURN. THE TAX FIRM PREPARES AN INITIAL DRAFT RETURN AND REVIEWS THE INITIAL DRAFT RETURN WITH THE FINANCE AND LEGAL MANAGEMENT TEAM; ITEMS ARE DISCUSSED AND REVIEWED. RECOMMENDED CHANGES ARE REFLECTED IN THE RETURN AND A DRAFT TAX RETURN IS PREPARED. THE DRAFT TAX RETURN IS PRESENTED TO THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS FOR THEIR REVIEW AND A COPY IS PROVIDED THROUGH A SECURE LINK TO ALL MEMBERS OF THE BOARD OF DIRECTORS. THE AUDIT COMMITTEE MAY QUESTION EPRI MANAGEMENT AND THE EXTERNAL TAX FIRM OR ASK FOR CLARIFICATION ON ANY ITEM ON THE RETURN. AFTER THE COMMITTEE HAS REVIEWED THE TAX RETURN, THE RETURN IS FILED WITH THE APPROPRIATE GOVERNING TAX AUTHORITIES. MONITORING AND ENFORCEMENT OF CONFLICT OF INTEREST POLICY FORM 990, PART VI, SECTION B, LINE 12C: EPRI REQUIRES ALL OFFICERS, DIRECTORS AND EMPLOYEES TO COMPLETE AN ANNUAL STATEMENT DISCLOSING ANY CONFLICTS OF INTEREST WITH A REQUIREMENT TO UPDATE THE DISCLOSURE ON AN ONGOING BASIS. PROCESS FOR DETERMINING COMPENSATION OF CEO, OFFICERS, AND KEY EMPLOYEES FORM 990, PART VI, SECTION B, LINES 15A AND 15B: OFFICERS' COMPENSATION DECISIONS FOR THOSE AT THE LEVEL OF VICE PRESIDENT AND ABOVE ARE DETERMINED BY THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE OF EPRI'S BOARD OF DIRECTORS, WITH THE EXCEPTION OF DETERMINATION OF COMPENSATION LEVELS FOR THE CEO AND NEW OFFICERS, WHICH ARE USUALLY DETERMINED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. THE COMMITTEES OBTAIN AND ACT IN RELIANCE UPON APPROPRIATE COMPARABILITY AND BENCHMARKING DATA FOR THE OFFICER POSITIONS FROM A NATIONALLY RECOGNIZED INDEPENDENT SOURCE TO SUPPORT DETERMINATIONS OF FAIR MARKET VALUE OF OFFICERS COMPENSATION FOR THE SERVICES RENDERED. THE COMMITTEES VOTE ON OFFICER COMPENSATION AT THEIR MEETINGS AND CONCURRENTLY DOCUMENT THE APPROVAL IN THE MINUTES. PARTICIPATION IN JOINT VENTURE/SIMILAR ARRANGEMENT WITH A TAXABLE ENTITY FORM 990, PART VI, SECTION B, LINE 16B: AS DEFINED BY THE FORM 990 INSTRUCTIONS, A JOINT VENTURE OR SIMILAR ARRANGEMENT (OR A "VENTURE OR ARRANGEMENT") MEANS ANY JOINT OWNERSHIP OR CONTRACTUAL ARRANGEMENT THROUGH WHICH THERE IS AN AGREEMENT TO JOINTLY UNDERTAKE A SPECIFIC BUSINESS ENTERPRISE, INVESTMENT, OR EXEMPT-PURPOSE ACTIVITY WITHOUT REGARD TO (1) WHETHER THE ORGANIZATION CONTROLS THE VENTURE OR ARRANGEMENT, AND (2) THE LEGAL STRUCTURE OF THE VENTURE OR ARRANGEMENT. EPRI PERFORMS SERVICES WORK AND OTHER UNRELATED BUSINESS ACTIVITIES AND REPORTS THAT WORK AS UNRELATED BUSINESS INCOME FOR APPROPRIATE TAX TREATMENT. PARTICULAR CARE IS TAKEN IN STRUCTURING BUSINESS ARRANGEMENTS SUCH AS COMMERCIALIZATION TRANSACTIONS, STRATEGIC ALLIANCES, SERVICE CENTERS, AND OTHER SIMILAR ARRANGEMENTS, INCLUDING OBTAINING ADVICE EARLY IN THE PROCESS, IN ORDER TO PROTECT EPRI'S TAX-EXEMPT STATUS AND MINIMIZE ANY LIABILITY. DOCUMENTS MADE AVAILABLE TO THE PUBLIC FORM 990, PART VI, SECTION C, LINE 19: EPRI MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND AUDITED FINANCIAL STATEMENTS FOR THE PAST THREE YEARS AVAILABLE TO THE PUBLIC THROUGH ITS OWN WEBSITE. Electricity Innovation Institute 3420 Hillview Avenue Palo Alto CA 94304 770562327 DORMANT CA 501(c)(3) 12-I EPRI Inc true EPRI Solutions Inc 942 Corridor Park Knoxville TN 37932 770449454 R&D Applic DE NA C Corp -7749 1860304 1.00000 true EPRI International Inc 3420 Hillview Avenue Palo Alto CA 94304 522357247 Intl Sales DE NA C Corp 371475 2091680 1.00000 true false false false false false false false false false false false true true true true false false false false EPRI INTERNATIONAL INC M 8245111 Actual Expense