2015-05-13T13:44:15-05:00 2014-12-31 GRANT THORNTON LLP 1100 PEACHTREE STREET SUITE 1200 ATLANTA GA 30309 990 2014-01-01 204821888 North American Electric Reliability Corp % MANAGEMENT NORT 4044462560 3353 Peachtree Road NE Suite Ste 600 Atlanta GA 30326 Michael A Walker Sr VP, CFO 4044462560 2011-05-13 true Michele N Melchior P00488037 4044462560 2014 2016-02-25 16:41:14Z Michael A Walker 3353 Peachtree Road NE Atlanta GA 30326 59023482 false X www.nerc.com X 2006 NJ To enhance the reliability and security of the bulk power system in North America. 11 10 266 2300 0 0 0 50278110 58766485 -96511 -6312 293224 -57572 50474823 58702601 0 2500 0 0 32584709 33220030 0 0 0 21762784 21388723 54347493 54611253 -3872670 4091348 36470743 51177783 28111151 38726843 8359592 12450940 COORDINATING, PROMOTING, AND COMMUNICATING THE RELIABILITY OF THE BULK POWER SYSTEM OF NORTH AMERICA, BY SETTING AND ENFORCING STANDARDS, ANALYZING SYSTEMS EVENTS, AND ASSESSING AND REPORTING ON THE ADEQUACY OF THE BULK POWER SYSTEM. false false Coordinating, promoting, communicating and enforcing the reliability of the bulk power system of North America, NERC's members are the eight regional entities, load serving entities, users, owners and operators of the bulk power system, as well as large and small end-use customers and governmental representatives. The regional entities and load serving entities account for virtually all the electricity supplied in the US, Canada, and a portion of Baja California North Mexico. Acting as the electric reliability organization of the United States as certified by the federal energy regulatory commission and for Canada and Mexico as recognized by applicable government and regulatory authorities in these countries. false false false true false false false false false true false false false true true true false false false true false false false false false false false false true false false false false false false false false false false false false false false true 63 0 true 266 true false false false false false false X 11 10 false false false false true true true true true false false true true true true true true true true false DE GA NC X MANAGEMENT 4044462560 3353 PEACHTREE ROAD NE STE 600 Atlanta GA 30326 Fred Gorbet Chairman 12.0 X X 125000 0 0 Paul F Barber Vice-Chair 10.0 X X 105000 0 0 Janice Case Trustee 9.0 X 100000 0 0 Robert Clarke Trustee 9.0 X 90000 0 0 David Goulding Trustee 10.0 X 100000 0 0 Douglas Jaeger Trustee 8.0 X 90000 0 0 Kenneth Peterson Trustee 11.0 X 100000 0 0 Bruce A Scherr Trustee 9.0 X 100000 0 0 Jan Schori Trustee 8.0 X 100000 0 0 John Thilly Trustee 12.0 X 100000 0 0 Gerry W Cauley President & CEO 56.0 X X 719953 0 56907 Charles A Berardesco Sr. VP/Gen. Couns./Secretary 55.0 X 463456 0 41441 Mark G Lauby Sr. VP & Chief Reliability 60.0 X 318557 0 54862 Michael A Walker Sr. VP/ CFO / Treasurer 48.0 X 409334 0 56876 Janet L Sena Sr. VP & Dir. of Policy 47.0 X 318628 0 32077 Thomas Burgess VP and Dir. Reliability 51.0 X 264057 0 29276 Stan Hoptroff VP & CTO 44.0 X 80092 0 831 Mark Rossi through 42014 Sr. VP & COO 52.0 X 355504 0 30518 Sonia C Mendonca Assoc. Gen Counsl Dir Enfor 48.0 X 282804 0 53542 Rebecca J Michael Sr. Dir. Reliability 53.0 X 281865 0 54633 Earl W Shockley Sr. Dir. Compliance Analysis 50.0 X 243522 0 46747 Timothy E Roxey Sr. Dir. ES-ISAC & CSO 43.0 X 248402 0 45780 Michael Moon through 112014 Dir. Regional Entity 51.0 X 241226 0 28698 David Cook Former Sr. VP, Gen. Counsl 0.0 X 120000 0 0 5357400 0 532188 114 true true false Deloitte and Touche LLP PO Box 7247-6446 PHILADELPHIA PA 191706446 Project consulting 723590 Intellinet Corporation Two Concourse Parkway Suite 100 ATLANTA GA 30328 Comp. Sofware Dvlpmt 677776 SmartCloud Inc 19 Crosby Drive Suite 350 BEDFORD MA 01730 Software development 405059 Open Access Technology Internationa 3660 Technology Drive NE MINNEAPOLIS MN 55418 Database Development 387510 PricewaterhouseCoopers LLP 3109 W Dr MLK Jr Blvd TAMPA FL 33607 Project consulting 352803 22 0 ASSESSMENTS 900099 51401382 51401382 PENALTY SANCTIONS 900099 3810000 3810000 TESTING FEES 900099 1659137 1659137 THIRD-PARTY FUNDING 900099 1587876 1587876 WORKSHOPS 900099 231090 231090 77000 77000 58766485 2830 2830 0 0 242589 300219 -57630 0 -57630 11520 20662 -9142 -9142 -9142 0 0 0 MISCELLANEOUS - AMEX POINTS 900099 58 58 58 58702601 58766485 -6254 0 2500 0 0 4242366 0 22377642 2113262 2871048 1615712 0 1028328 162167 26598 0 0 6636485 0 1398044 3813197 0 2732463 2175616 0 1311314 30173 0 1845952 200470 OTHER EXPENSES 27916 54611253 18140719 30768653 8041341 8042143 0 0 3353895 5059002 0 0 0 0 0 0 0 0 869876 756727 12298003 6368637 5645116 5929366 0 0 0 0 0 0 0 0 419796 621892 36470743 51177783 6947077 8930613 0 0 14714337 21620792 0 0 0 0 0 0 0 1151411 0 0 6449737 7024027 28111151 38726843 X 7914592 8485940 445000 3965000 0 0 8359592 12450940 36470743 51177783 4091348 X false true X true false false false true 51401382 35571 -16596 18975 43924 -24949 0 1100816 492814 608002 0 8716513 4810102 1995078 0 2480674 1065721 3326286 5929366 0 DEFERRED COMPENSATION 797703 ACCRUED RETIREMENT LIABILITIES 1907563 INSURANCE RESERVE 500000 DEFERRED RENT 3818761 7024027 X 59002820 59002820 -300219 -300219 58702601 54911472 300219 300219 54611253 54611253 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48 The corporation has received a determination letter from the Internal Revenue Service concluding that it is exempt from federal income taxes under section 501(c)(6) of the internal revenue code. The corporation is subject to income taxes on revenues related to unrelated business activities. The corporation is subject to a proxy tax related to nondeductible lobbying and political expenses incurred. There was no proxy tax incurred in 2014 or 2013. The corporation recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authority, based on the technical merits of the position. The corporation is no longer subject to federal and state tax examinations by the respective taxing authorities for the years prior to 2011. Tax years 2011 through 2014 remain subject to examination by major tax jurisdictions. RECONCILIATION OF REVENUE, SCHEDULE D, PART XI, LINE 4b RECLASS OF RENTAL EXPENSES -$300,219 RECONCILIATION OF EXPENSES, SCHEDULE D, PART XII, LINE 2D RECLASS OF RENTAL EXPENSES $300,219 North America Program Services Regulatory Obligations 4554567 North America Program Services Regulatory Obligations 138116 4692683 4692683 false false false false false false Schedule F, Part I, Line 2 Expenditures are accounted for based upon the location of the activities. Schedule F Country - Canada Schedule F Country - Mexico X X X X true false false Gerry W Cauley President & CEO 465363 0 216125 0 38465 0 32100 0 24807 0 776860 0 0 0 Charles A Berardesco Sr. VP/Gen. Couns./Secretary 332090 0 117504 0 13862 0 32100 0 9341 0 504897 0 0 0 Mark G Lauby Sr. VP & Chief Reliability 245627 0 68970 0 3960 0 30093 0 24769 0 373419 0 0 0 Michael A Walker Sr. VP/ CFO / Treasurer 288257 0 109905 0 11172 0 32100 0 24776 0 466210 0 0 0 Janet L Sena Sr. VP & Dir. of Policy 233819 0 81902 0 2907 0 29861 0 2216 0 350705 0 0 0 Thomas Burgess VP and Dir. Reliability 210093 0 50400 0 3564 0 20100 0 9176 0 293333 0 0 0 Sonia C Mendonca Assoc. Gen Counsl Dir Enfor 217997 0 64267 0 540 0 28839 0 24703 0 336346 0 0 0 Rebecca J Michael Sr. Dir. Reliability 219126 0 60523 0 2216 0 29918 0 24715 0 336498 0 0 0 Earl W Shockley Sr. Dir. Compliance Analysis 194004 0 47196 0 2322 0 22126 0 24621 0 290269 0 0 0 Timothy E Roxey Sr. Dir. ES-ISAC & CSO 191041 0 53797 0 3564 0 26603 0 19177 0 294182 0 0 0 Mark Rossi through 42014 Sr. VP & COO 112342 0 108800 0 134362 0 22103 0 8415 0 386022 0 0 0 Michael Moon through 112014 Dir. Regional Entity 188223 0 51916 0 1087 0 25115 0 3583 0 269924 0 0 0 David Cook Former Sr. VP, Gen. Counsl 120000 0 0 0 0 0 0 0 0 0 120000 0 0 0 Schedule J, Part I, Line 4a Mark Rossi (Senior VP & COO Through April 14, 2014) received $134,000 in April 2014, following NERC's receipt of signed separation agreement. Form 990, Part VI, Line 6 Membership in the corporation is voluntary and is open to any person or entity that has an interest in the reliable operation of the North American bulk power system and that registers with the corporation as a member, maintains its registration in accordance with the bylaws and complies with the other conditions and obligations of membership as specified in the bylaws. Membership in a regional entity shall not be a condition for membership in the corporation. The secretary of the corporation shall maintain a roster of the members of the corporation. Members do not share in the profits or revenues of the corporation. Form 990, Part VI, Line 7a The 10 independent trustees are elected by the member representatives committee, which is elected by the members. Form 990, Part VI, Line 7b The member representatives committee and the board of trustees must each approve changes to the bylaws and the organization's rules of procedure. They are subject to review and approval by the United States Federal Energy Regulatory Commission ("FERC"). Decisions of the compliance committee of the board of trustees regarding enforcement matters for U.S. entities are subject to review and approval by FERC. Form 990, Part VI, Line 11b The organization must use the following process for preparation and review of its IRS form 990: (1) each year, an independent auditor prepares a draft of the form 990, working with the chief financial officer. The CFO may also engage the services of outside counsel in preparing the draft form 990. (2) Prior to filing the form 990 each year, the corporate controller, CFO and general counsel review the draft form 990. (3) Prior to filing the form 990 each year, the draft form 990 is sent to all members of the board of trustees for review, and the finance and audit committee. The corporate governance and human resources committee include the review of the draft form 990 on a meeting agenda. (4) The minutes of the meetings of the finance and audit committee and the corporate governance and human resources committee record the timing and nature of that review. (5) The chief financial officer prepares a memorandum for the file each year describing the timing, nature, and individuals involved in the preparation and review of the form 990. Form 990, Part VI, Line 12c The organization's conflict of interest and business ethics policy for trustees, officers, and employees require assurance in writing annually from all employees, including trustees, confirming the absence of any conflict of interest. The annual forms are reviewed by the organization's general counsel. Form 990, Part VI, Line 15a & 15b NERC uses the following processes for determining the compensation of independent trustees, the chief executive officer, other officers, and key employees: (a) Trustee compensation - consistent with its Mandate, as amended from time to time, the Corporate Governance and Human Resources Committee (CGHRC) shall annually review the compensation plan for independent Trustees. The CGHRC should evaluate the amount of work and level of responsibility Trustees are being asked to undertake and, from time to time, examine market data with respect to the compensation of the members of the governing boards of other relevant organizations, and is authorized to engage a consultant or other third party resource to assist it. The CGHRC shall discuss potential modifications to the Trustee compensation plan during an open meeting, and shall report its recommendations to the Board at an open meeting. Any modifications to the compensation plan for independent Trustees shall be approved by the Board during an open meeting, and shall take effect as determined by the Board. (b) Chief executive and other officer compensation - the annual compensation, including incentive compensation, of the CEO is determined by the board of trustees, after review and recommendation by the corporate governance and human resources committee. The committee and board consider market data for peer group organizations provided by an independent consultant, as well as the degree of which the organization and chief executive have achieved established annual goals. The decisions of the committee are documented and kept on file in the human resources department. The annual compensation, including incentive compensation, of other officers is reviewed, determined and documented in a similar fashion, except that the final compensation determinations are, upon recommendation of the chief executive officer, approved by the corporate governance and human resources committee, rather than the board of trustees. (c) Key employees - the annual compensation of other key employees is determined by the CEO, after consultation with the corporate governance and human resources committee concerning overall corporate salary structure, taking account of the degree to which organizational and personal goals have been achieved. The CEO also uses comparability data provided by an independent consultant in these determinations. The recommendations of the CEO are documented and kept on file in the human resources department. Form 990, Part VI, Line 19 The organization's bylaws, governing documents, conflict of interest policy, and other corporate policies, and detailed budget are all posted and available for public inspection on its website. The organization provides copies of its audited financial statements upon request. Form 990 is also available on Guidestar.org and by request to the organization. FORM 990 PART IX LINE 11G DESCRIPTION:CID, ES-ISAC AND CRISP TOTAL FEES:1945036 FORM 990 PART IX LINE 11G DESCRIPTION:RELIABILITY RISK MANAGEMENT TOTAL FEES:1716751 FORM 990 PART IX LINE 11G DESCRIPTION:ASSESSMENT AND ANALYSIS TOTAL FEES:800888 FORM 990 PART IX LINE 11G DESCRIPTION:ADMINISTRATIVE SERVICES TOTAL FEES:528326 FORM 990 PART IX LINE 11G DESCRIPTION:COMPLIANCE ASSURANCE TOTAL FEES:432286 FORM 990 PART IX LINE 11G DESCRIPTION:TRAINING, EDUCATION, & CERTIFI TOTAL FEES:417509 FORM 990 PART IX LINE 11G DESCRIPTION:OTHER SERVICES TOTAL FEES:721161 FORM 990 PART IX LINE 11G DESCRIPTION:MAINTENANCE SERVICES TOTAL FEES:74528