2016-08-09T12:01:39-05:00 2015-12-31 GRANT THORNTON LLP 101 CALIFORNIA STREET SUITE 2700 SAN FRANCISCO CA 94111 990 2015-01-01 237175375 Electric Power Research Institute Inc % EPRI FINANCE DIVISION ELEC 6508552000 3420 Hillview Avenue Palo Alto CA 94304 PAMELA J KEEFE SVP CFO & Treasurer 6508552000 2016-08-08 true rosemarie brown P01278077 4159863900 2015 2017-02-10 21:41:12Z Michael W Howard 3420 Hillview Avenue Palo Alto CA 94304 746858381 false X www.epri.com X 1972 DC See Schedule O 35 34 969 40 48917677 -311861 0 0 383281829 400914147 1492734 1252891 4387270 4821020 389161833 406988058 1791041 1266322 0 0 141355420 147318487 0 0 0 229129006 235516093 372275467 384100902 16886366 22887156 335467448 353339197 209013311 204354290 126454137 148984907 X SEE SCHEDULE O false false 293029566 1266322 402737473 See Schedule O 293029566 true false false true false false false false false false true true false false true false false true false false true true false false false false false 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0 JORGE CARRASCO DIRECTOR THROUGH MAY 2015 1.0 0.0 X 0 0 0 SHERYL CARTER DIRECTOR 1.0 0.0 X 0 0 0 SEOK CHO DIRECTOR 1.0 0.0 X 0 0 0 DANIEL F COLE DIRECTOR THROUGH APR 2015 1.0 0.0 X 0 0 0 DAVID C COEN DIRECTOR 1.0 0.0 X 8750 0 0 THEODORE F CRAVER JR DIRECTOR 1.0 0.0 X 0 0 0 ANTHONY F EARLEY JR DIRECTOR 1.0 0.0 X 0 0 0 DOUGLAS F ESAMANN DIRECTOR 1.0 0.0 X 0 0 0 BENJAMIN G S FOWKE III DIRECTOR 1.0 0.0 X 0 0 0 THAVA GOVENDER DIRECTOR 1.0 0.0 X 0 0 0 KIMBERLY S GREENE 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 1.0 0.0 X 0 0 0 CRAIG IVEY 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 8750 0 0 PATRICIA L KAMPLING DIRECTOR 1.0 0.0 X 0 0 0 GALE E KLAPPA DIRECTOR THROUGH APR 2015 1.0 0.0 X 0 0 0 JAMES H LASH DIRECTOR 1.0 0.0 X 0 0 0 CONSTANCE H LAU DIRECTOR 1.0 0.0 X 0 0 0 STEPHEN J LENNON DIRECTOR THROUGH MARCH 2015 1.0 0.0 X 0 0 0 JEFFREY J LYASH 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 TOM MITCHELL DIRECTOR THROUGH AUG 2015 1.0 0.0 X 0 0 0 CHARLES G PARDEE DIRECTOR 1.0 0.0 X 0 0 0 TERRY OLIVER DIRECTOR THROUGH JAN 2015 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 B KEITH TRENT DIRECTOR THROUGH JULY 2015 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 6500 0 0 MICHAEL W HOWARD PRESIDENT AND CEO 40.0 0.0 X 1490952 0 529289 HENRY A COURTRIGHT SVP GLOBAL STRAT AND EXT RELAT 40.0 0.0 X 600230 0 228900 ARSHAD MANSOOR SVP RESEARCH AND DEVELOPMENT 40.0 0.0 X 694180 0 241263 PAMELA J KEEFE SVP CFO AND TREASURER 40.0 0.0 X 504145 0 193222 ANDA RAY SVP ENERGY ENVIRON & EXT RELAT 40.0 0.0 X 456194 0 134479 CHARLES T ALLEY JR VP GENERATION 40.0 0.0 X 428748 0 134735 SALVADOR A CASENTE JR VP GEN COUNSEL AND SECRETARY 40.0 0.0 X 444784 0 120056 ROBERT N CHAPMAN VP MEMBER AND TECHNICAL SVCS 40.0 0.0 X 435708 0 151446 ROBIN E MANNING VP TRANSMISSION 40.0 0.0 X 275725 0 113673 MARK MCGRANAGHAN VP DISTRIB AND ENERGY UTIL 40.0 0.0 X 458702 0 150644 CAROLYN R SHOCKLEY VP PEOPLE AND PERFORMANCE 40.0 0.0 X 487863 0 163230 NEIL M WILMSHURST VP NUCLEAR & CHIEF NUC OFFICER 40.0 0.0 X 521985 0 157469 JANIS G MENDELSON ASSISTANT CORP SECRETARY 40.0 0.0 X 127974 0 21521 ROSA L YANG SENIOR TECHNICAL EXECUTIVE 40.0 0.0 X 347493 0 58539 CLARK GELLINGS EPRI FELLOW 40.0 0.0 X 322576 0 35696 ANDREW PHILLIPS DIRECTOR RESEARCH & DEVELOP 40.0 0.0 X 318176 0 55898 KURT W EDSINGER DIRECTOR RESEARCH & DEVELOP 40.0 0.0 X 310855 0 57940 TUAN M NGUYEN DIRECTOR OPERATION EXCELLENCE 40.0 0.0 X 307057 0 32631 8563847 0 2580631 515 false true false VIA Motors Inc 165 Mountain Way Drive OREM UT 84058 Contract R&D 8820376 Electricite de France 1 AVENUE DU GENERAL DE GAULLE CLAMART CEDEX 0 FR 92143 Contract R&D 5166393 Areva Federal Services Inc 7207 ibm drive CHARLOTTE NC 28262 Contract R&D 4744038 Structural Integrity Associates 5215 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1439473 1823326 7905863 368317233 385406900 382221866 388775586 407292253 1932013838 0.67682 0.66739 0.01196 0.02206 X SUPPORT SCHEDULE FOR ORGANIZATIONS DESCRIBED IN SECTION 509(A)(2) SCHEDULE A, PART III: EPRI REPORTS ITS MEMBERSHIP DUES AS GROSS RECEIPTS FROM SERVICES PERFORMED. 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. 36275 36275 383782666 383818941 1000000 250000 false 1000000 1000000 1000000 1000000 4000000 6000000 1047 5312 21608 36275 64242 250000 250000 250000 250000 1000000 1500000 2293299 2293299 68183152 45210152 22973000 9828125 4484385 5343740 28473189 20806430 7666759 38114567 20196268 17918299 56195097 LONG TERM INVESTMENTS 100062355 F INVESTMENT IN SUBSIDIARIES 1769410 F INVESTMENT IN OTHER COMPANIES 1138 F 101832903 0 ACCRUED POST RETIREMENT BENEFITS 10003123 OTHER LONG-TERM LIABILITIES 2424570 INTERCO PAYABLE WITH RELATED PARTY 1791552 14219245 X 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 2014 OR 2015. AS A RESULT, THE FINANCIAL STATEMENTS DO NOT HAVE A FIN 48 LIABILITY RECORDED AND A FOOTNOTE FOR FIN 48 WAS NOT REQUIRED. true Central America and the Caribbean Program Services R&D Project 3812 East Asia and the Pacific Program Services R&D Project 3145224 Europe (Including Iceland and Greenland) Program Services R&D Project 17259637 Middle East and North Africa Program Services R&D Project 10622 North America Program Services R&D Project 4556362 Russia and the Newly Independent States Program Services R&D Project 555 South America Program Services R&D Project 51651 South Asia Program Services R&D Project 6434 Sub-Saharan Africa Program Services R&D Project 122175 East Asia and the Pacific Unrelated Trade or Business 260913 Europe (Including Iceland and Greenland) Unrelated Trade or Business 821374 North America Unrelated Trade or Business 3675 Europe (Including Iceland and Greenland) Grantmaking 16900 East Asia and the Pacific Investments 8219176 Europe (Including Iceland and Greenland) Investments 33186178 North America Investments 5783282 73447970 73447970 Europe (Including Iceland and Greenland) CONTRIBUTION 16900 electronic 1 false false false false false true 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 ARIZONA STATE UNIVERSITY 577 ENGINEERING Rsrch Ctr TEMPE AZ 85287 860196696 115 158730 CONTRIBUTION CARNEGIE MELLON UNIVERSITY 5000 FORBES AVENUE PITTSBURGH PA 15213 250969449 501(c)(3) 210000 CONTRIBUTION GORDON RESEARCH CONFERENCES 512 LIBERTY LANE WEST KINGSTON RI 02892 260150662 501(c)(3) 7500 CONTRIBUTION MRIGLOBAL 425 VOLKER BLVD KANSAS CITY MO 64110 261939342 501(c)(3) 50000 CONTRIBUTION LITTLE BROTHERS FRIENDS OF THE ELDERLY 909 HYDE STREET SAN FRANCISCO CA 94109 943143730 501(c)(3) 6500 CONTRIBUTION STANFORD UNIVERSITY 326 GALVEZ STREET STANFORD CA 94305 941156365 501(c)(3) 125000 CONTRIBUTION TEXAS A&M UNVERSITY 201 MECHANICAL ENGineeing office COLLEGE STATION TX 77843 741974733 501(c)(3) 12000 CONTRIBUTION THE BIOELECTROMAGNETICS SOCIETY 11 N WASHINGTON ST 600 ROCKVILLE MD 20850 510229774 501(c)(3) 15000 CONTRIBUTION THE UNIV OF NORTH CAROLINA AT CHARLOTTE 9201 UNIV CITY BLVD CHARLOTTE NC 28223 566001393 115 125833 CONTRIBUTION THE UNIVERSITY OF TEXAS AT AUSTIN 1 UNIVERSITY STATION AUSTIN TX 78712 746000203 115 80000 CONTRIBUTION UNIVERSITY OF KENTUCKY RESEARCH FOUNDATION 109 KINKEAD HALL LEXINGTON KY 40506 616033693 501(c)(3) 200000 CONTRIBUTION UNIVERSITY OF MICHIGAN 2355 BONISTEEL BLVD ANN ARBOR MI 48109 386006309 115 15000 CONTRIBUTION UNIVERSITY OF PITTSBURGH 123 UNIVERSITY PLACE PITTSBURGH PA 15213 250965591 501(c)(3) 40346 CONTRIBUTION UNIVERSITY OF TENNESSEE KNOXVILLE 1534 WHITE AVENUE KNOXVILLE TN 37996 626001636 115 67500 CONTRIBUTION CPS ENERGY 17281 GREEN MOUNTAIN RD SAN ANTONIO TX 78247 746002071 72438 FMV TWO LIGHT DUTY PHEV CONTRIBUTION 14 PARTICIPATION AT AIR POLLUTION EPIDEMIOLOGY mtg 3 4000 PARTICIPATION AT ENV-VISION CONFERENCE 1 1000 SPEAKER AT NATURAL GAS MEETING 1 5000 PARTICIPATION ON ADVISORY COUNCIL 14 34500 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 false true false false false false false true false MICHAEL W HOWARD PRESIDENT AND CEO 586715 0 823400 0 80837 0 507627 0 21662 0 2020241 0 321200 0 HENRY A COURTRIGHT SVP GLOBAL STRAT AND EXT RELAT 309036 0 266400 0 24794 0 207243 0 21657 0 829130 0 101400 0 ARSHAD MANSOOR SVP RESEARCH AND DEVELOPMENT 362082 0 305400 0 26698 0 212876 0 28387 0 935443 0 98400 0 PAMELA J KEEFE SVP CFO AND TREASURER 279481 0 204000 0 20664 0 169723 0 23499 0 697367 0 60900 0 ANDA RAY SVP ENERGY ENVIRON & EXT RELAT 279125 0 161900 0 15169 0 134449 0 30 0 590673 0 29700 0 CHARLES T ALLEY JR VP GENERATION 252387 0 162500 0 13861 0 122636 0 12099 0 563483 0 62500 0 SALVADOR A CASENTE JR VP GEN COUNSEL AND SECRETARY 254433 0 175800 0 14551 0 120026 0 30 0 564840 0 58500 0 ROBERT N CHAPMAN VP MEMBER AND TECHNICAL SVCS 242127 0 179700 0 13881 0 121563 0 29883 0 587154 0 60200 0 ROBIN E MANNING VP TRANSMISSION 262055 0 0 0 13670 0 94319 0 19354 0 389398 0 0 0 MARK MCGRANAGHAN VP DISTRIB AND ENERGY UTIL 256991 0 200000 0 1711 0 128782 0 21862 0 609346 0 63000 0 CAROLYN R SHOCKLEY VP PEOPLE AND PERFORMANCE 273380 0 200500 0 13983 0 135343 0 27887 0 651093 0 67400 0 NEIL M WILMSHURST VP NUCLEAR & CHIEF NUC OFFICER 297315 0 222300 0 2370 0 142757 0 14712 0 679454 0 69300 0 ROSA L YANG SENIOR TECHNICAL EXECUTIVE 230523 0 114063 0 2907 0 35459 0 23080 0 406032 0 0 0 CLARK GELLINGS EPRI FELLOW 207217 0 90000 0 25359 0 23857 0 11839 0 358272 0 0 0 ANDREW PHILLIPS DIRECTOR RESEARCH & DEVELOP 232460 0 85379 0 337 0 32161 0 23737 0 374074 0 0 0 KURT W EDSINGER DIRECTOR RESEARCH & DEVELOP 226351 0 84174 0 330 0 31707 0 26233 0 368795 0 0 0 TUAN M NGUYEN DIRECTOR OPERATION EXCELLENCE 226833 0 78944 0 1280 0 30751 0 1880 0 339688 0 0 0 FIRST-CLASS TRAVEL SCHEDULE J, PART I, LINE 1A: EPRIs CEO and Senior Vice Presidents are required to travel frequently and often for extended periods away from home. To lessen the burden and increase productivity, first class travel is allowed and pre-approved for EPRIs CEO and Senior Vice Presidents during periods when the individual is subjected to a heavy travel schedule and extended flight duration. 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 2015 resulted in taxable income to the officers: Michael W. Howard $12,785 Henry A. Courtright $12,785 Arshad Mansoor $12,785 Pamela J. Keefe $12,785 Anda Ray $12,785 Charles T. Alley, Jr. $12,785 Salvador A. Casente, Jr. $12,785 Robert N. Chapman $12,785 Robin E. Manning $12,295 Carolyn R. Shockley $12,785 SEVERANCE ARRANGEMENTS SCHEDULE J, PART I, LINE 4A: 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 $65,224 Henry A. Courtright $3,803 Arshad Mansoor $13,325 Neil M. Wilmshurst $594 NON-FIXED PAYMENTS SCHEDULE J, PART I, LINE 7: Officers, as well as employees, are eligible for incentive awards based on EPRIs results against corporate goals and each individuals performance and contribution toward achieving those goals. Incentive awards are strongly tied to both corporate and individual performance. Incentive awards are determined based as a percentage of base salary and are considered in the determination by EPRI of a total reasonable compensation package. The Compensation and Leadership Development Committee of the Board of Directors approves incentive payments for all officers at the level of Vice President or above, with the exception of the incentive payment for the Chief Executive Officer which is 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, 2015 in connection with the organizations long term incentive program. American Electric Power Overlapping Director/Mgmt 998313 Funding for Services false Edison International Overlapping Director/Mgmt 235000 Funding for Services false Duke Energy Corporation Overlapping Director/Mgmt 102500 Funding for Services false Exelon Corporation Overlapping Director/Mgmt 92982 Funding for Services false FirstEnergy Corporation Overlapping Director/Mgmt 306678 Funding for Services false Korea Electric Power Company Overlapping Director/Mgmt 249130 Funding for Services false New York Power Authority Overlapping Director/Mgmt 276982 Funding for Services false Southern Company Overlapping Director/Mgmt 94500 Funding for Services false American Electric Power Overlapping Director/Mgmt 29190 Pymnt for Public Interest R&D false Duke Energy Corporation Overlapping Director/Mgmt 494029 Pymnt for Public Interest R&D false Electricite de France Overlapping Director/Mgmt 5166393 Pymnt for Public Interest R&D false Entergy Corporation Overlapping Director/Mgmt 212800 Pymnt for Public Interest R&D false Exelon Corporation Overlapping Director/Mgmt 175047 Pymnt for Public Interest R&D false Great River Energy Overlapping Director/Mgmt 150000 Pymnt for Public Interest R&D false HAWAIIAN ELECTRIC INDUSTRIES INC Overlapping Director/Mgmt 142052 Pymnt for Public Interest R&D false KOREA ELECTRIC POWER COMPANY Overlapping Director/Mgmt 880731 Pymnt for Public Interest R&D false SOUTHERN COMPANY Overlapping Director/Mgmt 3494629 Pymnt for Public Interest R&D false Nathaniel Lyash Son of Director 75144 Employment false BUSINESS TRANSACTIONS INVOLVING INTEREST PERSONS SCHEDULE L, PART IV: EPRI received payment from the organizations listed in Schedule L, Part IV with "Funding for Services" shown as the description of transaction in column (d) for work associated with unrelated business activities. An individual that served as a current or former officer, director, trustee or key employee listed in EPRIs Form 990, Part VII, Section A may have served in a similar position for the listed organizations. All of the listed transactions were on an arms-length basis. EPRI made payment to the organizations listed in Schedule L, Part IV with "Payment for Public Interest R&D" shown as the description of transaction in column (d). An individual that served as a current or former officer, director, trustee or key employee listed in EPRIs Form 990, Part VII, Section A may have served in a similar position for the listed organizations. All of the listed transactions were on an arms-length basis. EPRI made payment for employment compensation to the individual listed in Schedule L, Part IV with "Son of Director" shown as the relationship in column (b). Director Jeffrey J. Lyash did not participate in EPRI's management's hiring and compensation decisions regarding Nathaniel Lyash. 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. Program Service Activity Form 990, Part III, Line 4a: 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. Organization's Members or Stockholders Form 990, Part VI, Section A, Line 6: EPRI has three 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 (1) Any investor-owned person, firm or corporation which is engaged to a substantial degree in the production, transmission or distribution of electric power for public use within the United States, or any person controlling such person, firm, corporation or other entity; (2) Any person, firm, corporation, or other entity which is engaged to a substantial degree within the United States in the production or sale of electric power and which is not regulated as a public utility, or any person controlling such person, firm or corporation. (c) Class III Any non-United States government agency or person, firm, corporation or other entity regulated as a utility, which is engaged to a substantial degree in the production, sale, transmission or distribution of electric power for public use outside the United States. Member's Power to Elect or Appoint the Governing Body Form 990, Part VI, Section A, Line 7a: In 2015, 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 required tax 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) 09 EPRI Inc true EPRI Solutions Inc 942 Corridor Park Knoxville TN 37932 770449454 R&D Applic DE EPRI C Corp -2435 1884296 1.00000 true EPRI International Inc 3420 Hillview Avenue Palo Alto CA 94304 522357247 Intl Sales DE EPRI C Corp 249247 1051858 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 5394739 ACTUAL EXPENSE EPRI INTERNATIONAL INC L 9609 ACTUAL EXPENSE