2015-08-14T14:01:59-07:00 2014-12-31 990 2014-01-01 710748158 SOUTHWEST POWER POOL INC SOUT 5016143200 201 Worthen Drive Little Rock AR 72223 Thomas Dunn VP Finance & CFO 5016143200 2015-08-14 2014 2016-04-25 22:37:26Z Tom Dunn 201 Worthen Drive Little Rock AR 72223 164161431 0 X www.spp.org X 1994 AR Regional transmission organization that provides the following services to its membership: tariff administration, electric reliability coordination, regional transmission scheduling, regional transmission expansion planning, day-ahead and real time markets, transmission congestion rights, reliability unit commitment, operating reserve market, and consolidated balancing authority. 7 6 609 0 0 0 450000 480000 142288252 163056893 730600 508306 1172137 116232 144640989 164161431 0 0 0 0 75943078 86359909 0 0 0 79574705 124102099 155517783 210462008 -10876794 -46300577 359406167 521013485 400301286 607958159 -40895119 -86944674 Regional transmission organization that provides the following services to its membership: tariff administration, electric reliability coordination, regional transmission scheduling, regional transmission expansion planning, day-ahead and real time markets, transmission congestion rights, reliability unit commitment, operating reserve market, and consolidated balancing authority. 0 0 210462008 0 163056893 See Statement 1 0 0 0 210462008 0 0 0 1 0 0 0 1 0 1 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 1 0 0 0 0 0 0 0 0 1 70 0 1 609 1 0 0 0 0 0 0 X 7 6 1 0 0 0 1 1 0 1 1 0 0 0 1 1 1 0 1 1 0 0 X Thomas Dunn Senior VP Finance CFO 5016143200 201 Worthen Drive Little Rock AR 72223 Larry Altenbaumer Board Member 5 X 78250 0 0 Phyllis Bernard Board Member 5 X 81750 0 0 Jim Eckelberger Chairman 5 X 107500 0 0 Julian Brix Board Member 5 X 86750 0 0 Joshua Martin Board Member 5 X 81250 0 0 Harry Skilton Vice Chairman 5 X 100250 0 0 Gerry Burrows RE Trustee 5 X 39000 0 0 David Christiano RE Trustee 5 X 38500 0 0 John Meyer RE Trustee 5 X 44500 0 0 Nicholas Brown President and CEO 40 X X 1783314 0 109385 Carl Monroe Executive Vice President and COO 40 X 1103791 0 114614 Paul Suskie Executive Vice President Regulatory Policy and General Counsel 40 X 488429 0 57183 Bruce Rew Vice President - Operations 40 X 491437 0 90082 Lanny Nickell Vice President - Engineering 40 X 426888 0 68035 Barbara Sugg Vice President - Information Technology 40 X 448740 0 107011 Michael Desselle Vice President - Process Integrity 40 X 385406 0 62826 Thomas Dunn Senior Vice President Finance and CFO 40 X 446848 0 61416 Stacy Duckett Vice President and Chief Compliance Officer 40 X 370591 0 57185 Michael Ross Senior Vice President - Government Affairs and Public Relations 40 X 125484 0 355 Ronald Ciesiel General Manager - Regional Entity 40 X 348914 0 122678 Ralph Chapman Jr Director - IT Enterprise Operations 40 X 227640 0 53425 John Sam Ellis Director - Markets Administration 40 X 292597 0 45365 Don Shipley Director - System Operations 40 X 229849 0 38258 Phillip Bruich Director - Settlements 40 X 252356 0 63230 Richard Dillon Director - Market Design 40 X 241136 0 69851 Charles Yeung Executive Director - Interregional Affairs 40 X 235378 0 50556 Bert Bressers Director - Operations Support 40 X 232818 0 70994 Leonard Pat Bourne Director - Transmission Policy 40 X 231320 0 50052 9020686 0 1292501 279 0 1 0 Alstom Grid Inc PO Box 88808 Chicago IL 606951808 Consulting & Professional Services 9756271 The Structure Group PO Box 846378 Dallas TX 752846378 Consulting and Professional Services 6247833 Accenture 161 North Clark Street Chicago IL 60601 Consulting & Professional Services 4211092 OATI Inc 3660 Technology Drive NE Minneapolis MN 55418 Consulting & Professional Services 2620802 Utilicast Corporation PO Box 38 Kirkland WA 98083 Consulting & Professional Services 2569810 41 0 480000 0 0 0 0 0 480000 Tariff Administration Service 221121 133721783 133721783 0 0 Fees and Assessments 221121 24532699 24532699 0 0 Contract Services 221121 452648 452648 0 0 4349763 4349763 0 0 163056893 508306 508306 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 116232 116232 0 0 116232 164161431 163681431 0 0 8827759 59568426 7497848 5953848 4512028 2178307 113141 1164408 15103589 2363456 1924377 832845 12553268 51045826 1097007 FERC Fees 16322873 Consulting Services 13051324 Communications Expense 3744793 Change in Funded Status 796508 1810377 210462008 0 0 0 X 105647 121425 111869447 279698285 0 24134293 41825807 0 0 0 0 0 0 0 0 6976900 7204356 344698881 167817638 204260014 176881243 9258371 10099244 0 0 0 2801495 5183125 359406167 521013485 44990910 89359890 5918643 5895076 76713308 222285452 3752200 3546600 254506066 268713354 14420159 18157787 400301286 607958159 X 0 0 0 0 -40895119 -86944674 -40895119 -86944674 359406167 521013485 -46300577 251022 0 0 0 0 X 0 1 X 1 0 0 0 0 480000 0 0 0 0 0 0 0 1 X 4811902 0 4811902 66354426 0 10065728 56288698 0 0 0 0 44822027 0 35272132 9549895 228710526 0 122479778 106230748 176881243 0 Accrued Retiree Health Care Plan Cost Liability 8899972 Deferred Compensation Liability, 457(b) 1583588 Deferred Compensation Liability, Executive Performance Comp 412867 Derivative Liability 2462410 Accrued Pension Cost Liability 4798950 18157787 164412453 251022 0 0 0 251022 164161431 0 0 0 164161431 210462008 0 0 0 0 0 210462008 0 0 0 210462008 Schedule D, Part IV, Line 2b Customers may be required to make deposits prior to performance of various services. These amounts are typically held for the duration of the service and applied to the customer's final invoice. Funds are also held in escrow for any disputed invoices until the dispute is resolved. Certain customers are required to deposit cash collateral for provision of transmission or energy market services that are also held in custodial accounts. X X X 1 1 X X 0 1 0 Nicholas Brown President and CEO 497253 0 392302 0 893759 0 93194 0 16191 0 1892699 0 890096 0 Carl Monroe Executive Vice President and COO 346003 0 315000 0 442788 0 99764 0 14850 0 1218405 0 439524 0 Paul Suskie Executive Vice President Regulatory Policy and General Counsel 260871 0 226000 0 1558 0 36204 0 20979 0 545612 0 0 0 Bruce Rew Vice President - Operations 239869 0 250000 0 1568 0 70912 0 19170 0 581519 0 0 0 Lanny Nickell Vice President - Engineering 238371 0 187000 0 1515 0 44654 0 23381 0 494921 0 0 0 Barbara Sugg Vice President - Information Technology 240137 0 207000 0 1603 0 88109 0 18903 0 555752 0 0 0 Michael Desselle Vice President - Process Integrity 232637 0 151000 0 1768 0 46532 0 16294 0 448231 0 0 0 Thomas Dunn Senior Vice President Finance and CFO 259243 0 186000 0 1605 0 55147 0 6269 0 508264 0 0 0 Stacy Duckett Vice President and Chief Compliance Officer 223142 0 146000 0 1449 0 50115 0 7070 0 427776 0 0 0 Ronald Ciesiel General Manager - Regional Entity 253549 0 93000 0 2365 0 104900 0 17778 0 471592 0 0 0 Ralph Chapman Jr Director - IT Enterprise Operations 176839 0 49400 0 1401 0 30702 0 22723 0 281065 0 0 0 John Sam Ellis Director - Markets Administration 173962 0 117500 0 1134 0 36208 0 9157 0 337961 0 0 0 Don Shipley Director - System Operations 161851 0 66800 0 1198 0 32335 0 5923 0 268107 0 0 0 Phillip Bruich Director - Settlements 168957 0 82300 0 1099 0 42042 0 21189 0 315587 0 0 0 Richard Dillon Director - Market Design 178171 0 61600 0 1365 0 46809 0 23042 0 310987 0 0 0 Charles Yeung Executive Director - Interregional Affairs 186258 0 47900 0 1220 0 29752 0 20805 0 285935 0 0 0 Bert Bressers Director - Operations Support 169461 0 61800 0 1558 0 56162 0 14832 0 303813 0 0 0 Leonard Pat Bourne Director - Transmission Policy 181753 0 47100 0 2467 0 32839 0 17213 0 281372 0 0 Schedule J, Part I, Line 1a SPP executives and management level personnel periodically use private plans or charter travel for business purposes. Occasionally, Nicholas Brown (CEO and President) is accompanied by his spouse when traveling for business purposes. The costs related to this travel are paid by Southwest Power Pool. Also, all employees of the organization who are eligible to receive benefits are provided an insurance credit which is grossed-up for payroll purposes and reported as taxable compensation. Schedule J, Part I, Line 3 The Human Resources committee is responsible for ensuring the critical job functions and goals of the SPP President are documented and communicated to the SPP President annually. Included in this annual review, the committee ensures the SPP President receives a documented review of performance against the stated critical functions and goals. The committee recommends compensation and benefit adjustments for the SPP President during their annual review. The Chair of the HR committee, in conjunction with the chair of the SPP Board of Directors, reviews the recommendations and documentation and approves any compensation adjustments for the SPP President. This annual review is conducted every January. Schedule J, Part I, Line 4 A non-qualified 457(f) tax deferred compensation plan was established for select members (Nick Brown, President/CEO and Carl Monroe, Executive Vice President/COO) of executive management in 2009. The plan is intended to be exempt from the participation, vesting, funding and fiduciary requirements of Title I of ERISA and serves to further supplement benefits lost due to IRS limitations on compensation and benefits. The participants received full pay-out from the plan during 2014 as shown in Part II, column (F). Thomas Dunn SVP Finance & CFO 7488 See Part V below 0 Nicholas Brown President & CEO 7487 See Part V below 0 Schedule L, Part IV Nicholas Brown, CEO and President and Tom Dunn, CFO are co-owners of Off We Go LLC, a corporation holding ownership of 4-seat propeller driven private aircraft that is used for business purposes. Form 990, Part I, Line 10 Part I, Lines 10, 11, 12, 15, 17, and 18 for prior year (2013) - In 2014, Southwest Power Pool, Inc. corrected an error in presenting its postretirement healthcare plan. The assets intended to fund the benefits are held in an agency account at a trust company and not in a formally established trust. Based on this correction, assets and and liabilities of Southwest Power Pool's noncontributory defined benefit postretirement health care plan as of December 31, 2013 were restated on a gross basis as long term assets and liabilities, respectively. Southwest Power Pool, Inc. previously reported these assets and liabilities on a net basis. Reclassification of the balances as of December 31, 2013 to conform to the 2014 presentation had no impact on equity. The addition of the incremental benefit cost and earnings and expenses of the agency assets for the year ended December 31, 2013 resulted in an offsetting adjustment to the change in funded status of employee benefit plans with no impact to net loss previously reported. Form 990, Part VI, Section A, Line 2 Nicholas Brown, CEO and President and Tom Dunn, CFO are co-owners of Off We Go LLC, a corporation holding ownership of 4-seat propeller driven private aircraft that is used for business purposes. Form 990, Part VI, Section A, Line 6 The organization consists of members. Form 990, Part VI, Section A, Line 7a Members are responsible for electing the independent positions of Board of Directors. Form 990, Part VI, Section B, Line 11b Data is accumulated from various sources and entered in the 990 forms by accounting staff. The form is then reviewed by the Accounting Manager and the Controller prior to submission to the CFO for final concurrence. Form 990, Part VI, Section B, Line 12c All employees are required to read the code of conduct, which contains the conflict of interest policy, on an annual basis. The employee electronically confirms that he or she has read and agrees to abide by the policy. SPP monitors this process electronically. Form 990, Part VI, Section B, Line 15 The Human Resources committee is responsible for ensuring the critical job functions and goals of the SPP President are documented and communicated to the SPP President annually. Included in this annual review, the committee ensures the SPP President receives a documented review of performance against the stated critical functions and goals. The committee recommends compensation and benefit adjustments for the SPP President during their annual review. The Chair of the HR committee, in conjunction with the chair of the SPP Board of Directors, reviews the recommendations and documentation and approves any compensation adjustments for the SPP President. This annual review is conducted every January. The HR committee reviews compensation for SPP officers but does not make recommendations. All compensation decisions for the SPP officers are determined by the SPP President and CEO. Form 990, Part VI, Section C, Line 19 Governing documents and financial statements are available on the spp.org website. Form 990, Part X, Line 2 Part X, Column (A), Lines 2, 9, 11, 15, 16, 25 and 26 - In 2014, Southwest Power Pool, Inc. corrected an error in presenting its postretirement healthcare plan. The assets intended to fund the benefits are held in an agency account at a trust company and not in a formally established trust. Based on this correction, assets and and liabilities of Southwest Power Pool's noncontributory defined benefit postretirement health care plan as of December 31, 2013 were restated on a gross basis as long term assets and liabilities, respectively. Southwest Power Pool, Inc. previously reported these assets and liabilities on a net basis. Reclassification of the balances as of December 31, 2013 to conform to the 2014 presentation had no impact on equity. The addition of the incremental benefit cost and earnings and expenses of the agency assets for the year ended December 31, 2013 resulted in an offsetting adjustment to the change in funded status of employee benefit plans with no impact to net loss previously reported.