2014-08-13T18:36:50-07:00 2013-12-31 990 2013-01-01 710748158 SOUTHWEST POWER POOL INC SOUT 5016143200 201 Worthen Drive Little Rock AR 72223 Thomas Dunn VP Finance & CFO 5016143200 2014-08-13 2013 2015-11-30 17:44:51Z Tom Dunn 201 Worthen Drive Little Rock AR 72223 144133352 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, energy imbalance market operations, and regional transmission expansion planning. 7 6 605 0 0 0 408000 450000 147511235 142288252 148537 222964 673954 1172136 148741726 144133352 0 0 0 0 76612157 74989378 0 0 0 73435463 79310726 150047620 154300104 -1305894 -10166752 339519689 351410781 370248056 392305900 -30728367 -40895119 Regional transmission organization that provides the following services to its membership: tariff administration, electric reliability coordination, regional transmission scheduling, energy imbalance market operations, and regional transmission expansion planning. 0 0 154300104 See Statement 1 0 0 0 154300104 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 57 0 1 605 1 0 0 0 0 1 1 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 VP CFO 5016143200 201 Worthen Drive Little Rock AR 72223 Larry Altenbaumer Board Member 5 X 74500 0 0 Phyllis Bernard Board Member 5 X 94250 0 0 Jim Eckelberger Chairman 5 X 91500 0 0 Julian Brix Board Member 5 X 87500 0 0 Joshua Martin Board Member 5 X 66750 0 0 Harry Skilton Vice Chairman 5 X 92500 0 0 Gerry Burrows RE Trustee 5 X 41500 0 0 David Christiano RE Trustee 5 X 37500 0 0 John Meyer RE Trustee 5 X 40500 0 0 Nicholas Brown President and CEO 40 X X 634237 0 243698 Carl Monroe Executive Vice President and COO 40 X 494221 0 165802 Paul Suskie Senior Vice President Regulatory Policy and General Counsel 40 X 347645 0 42379 Bruce Rew Vice President - Operations 40 X 322647 0 80529 Lanny Nickell Vice President - Engineering 40 X 314496 0 63151 Barbara Sugg Vice President - Information Technology 40 X 319825 0 91405 Michael Desselle Vice President - Process Integrity 40 X 311564 0 64193 Thomas Dunn Vice President and CFO 40 X 315728 0 47864 Stacy Duckett Vice President and Chief Compliance Officer 40 X 292828 0 51058 Michael Ross Senior Vice President - Government Affairs and Public Relations 40 X 156752 0 8223 Ronald Ciesiel General Manager - Regional Entity 40 X 321068 0 102313 Ralph Chapman Jr Director - IT Enterprise Operations 40 X 230466 0 47572 John Sam Ellis Director - Markets Administration 40 X 209165 0 39090 Frederick R Thornton Director - IT Applications 40 X 206873 0 45339 Don Shipley Director - System Operations 40 X 196699 0 34508 Charles Yeung Executive Director - Interregional Affairs 40 X 222898 0 44754 Leonard Pat Bourne Director - Transmission Policy 40 X 221017 0 48735 Richard Dillon Director - Market Development 40 X 207488 0 62226 Bert Bressers Director - Operations Support 40 X 207690 0 66410 William Hudson Manager - Operations 40 X 270695 0 42662 6430502 0 1391911 223 0 1 0 Accenture PO Box 70629 Chicago IL 606730629 Consulting & Professional Services 15948693 Alstom Grid Inc PO Box 88808 Chicago IL 606951808 Consulting & Professional Services 14451679 OATI Inc 3660 Technology Drive NE Minneapolis MN 55418 Consulting & Professional Services 3747657 Wright & Talisman PC 1200 G Street NW Suite 600 Washington DC 20005 Consulting and Professional Services 2640661 Utilicast Corporation PO Box 38 Kirkland WA 98083 Consulting & Professional Services 2628051 49 0 450000 0 0 0 0 0 450000 Tariff Administration Service 900099 112623605 112623605 0 0 Fees and Assessments 900099 24737882 24737882 0 0 Contract Services Revenue 900099 424823 424823 0 0 4501942 4501942 0 0 142288252 222964 222964 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1172136 1172136 0 0 1172136 144133352 143683352 0 0 6581906 57395217 1116835 5519161 4376259 3061826 109354 886605 11060529 2692092 1867558 929774 7763733 19398077 1059545 Communications Expense 3664562 FERC fees 14698884 Consulting Services 11917791 200396 154300104 0 0 0 106594 105647 139329908 111481368 0 0 17922754 24134293 0 0 0 0 0 0 0 0 5411711 6966491 323325406 119065392 173751790 204260014 0 0 0 0 0 0 0 0 2996932 4462968 339519689 351410781 38570358 44990910 6286085 5918643 0 43914595 76713308 0 270957800 258258266 10519218 6424773 370248056 392305900 X 0 0 0 0 -30728367 -40895119 -30728367 -40895119 339519689 351410781 -10166752 0 0 0 0 0 X 0 1 X 1 0 0 0 0 450000 0 0 0 0 0 0 0 1 X 4811902 0 4811902 67954831 0 7744560 60210271 0 0 0 0 41609640 0 31913708 9695932 208949033 0 79407124 129541909 204260014 0 Deferred Compensation Liability, 457(b) 1304810 Deferred Compensation Liability, 457(f) 1252542 Derivative Liability 934450 Accrued Pension Cost Liability 2932971 6424773 144133352 0 0 0 0 0 144133352 0 0 0 144133352 154300104 0 0 0 0 0 154300104 0 0 0 154300104 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. Schedule D, Part X, Line 1 Consists of liabilities associated with defined benefit retirement plan and supplemental non-qualified 457(b) and (f) plans in addition to a liability associated with the valuation of the outstanding interest rate swaps. X X 1 1 X X 1 1 0 Nicholas Brown President and CEO 442539 0 189000 0 2698 0 227850 0 15848 0 877935 0 0 0 Carl Monroe Executive Vice President and COO 338292 0 153000 0 2930 0 151742 0 14060 0 660024 0 0 0 Paul Suskie Senior Vice President Regulatory Policy and General Counsel 246271 0 100000 0 1374 0 25225 0 17154 0 390024 0 0 0 Bruce Rew Vice President - Operations 235205 0 86000 0 1442 0 62410 0 18119 0 403176 0 0 0 Lanny Nickell Vice President - Engineering 235105 0 78000 0 1391 0 44932 0 18219 0 377647 0 0 0 Barbara Sugg Vice President - Information Technology 234433 0 84000 0 1392 0 74514 0 16891 0 411230 0 0 0 Michael Desselle Vice President - Process Integrity 232873 0 77000 0 1691 0 48351 0 15842 0 375757 0 0 0 Thomas Dunn Vice President and CFO 234319 0 80000 0 1409 0 42000 0 5864 0 363592 0 0 0 Stacy Duckett Vice President and Chief Compliance Officer 223467 0 68000 0 1360 0 44519 0 6540 0 343886 0 0 0 Michael Ross Senior Vice President - Government Affairs and Public Relations 149971 0 0 0 6780 0 2116 0 6107 0 164974 0 0 0 Ronald Ciesiel General Manager - Regional Entity 244043 0 75000 0 2025 0 87318 0 14995 0 423381 0 0 0 Ralph Chapman Jr Director - IT Enterprise Operations 173039 0 56400 0 1027 0 28626 0 18945 0 278037 0 0 0 John Sam Ellis Director - Markets Administration 169571 0 38800 0 794 0 31903 0 7187 0 248255 0 0 0 Frederick R Thornton Director - IT Applications 162336 0 42600 0 1937 0 30449 0 14890 0 252212 0 0 0 Don Shipley Director - System Operations 156073 0 39700 0 926 0 28556 0 5953 0 231208 0 0 0 Charles Yeung Executive Director - Interregional Affairs 182689 0 39100 0 1109 0 28271 0 16483 0 267652 0 0 0 Leonard Pat Bourne Director - Transmission Policy 180574 0 38400 0 2042 0 34626 0 14110 0 269752 0 0 0 Richard Dillon Director - Market Development 174354 0 32100 0 1034 0 43352 0 18873 0 269713 0 0 0 Bert Bressers Director - Operations Support 164249 0 42200 0 1242 0 50497 0 15913 0 274101 0 0 0 William Hudson Manager - Operations 118997 0 14500 0 137199 0 33482 0 9181 0 313359 0 0 0 Schedule J, Part I, Line 1a 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. Occasionally, Nicholas Brown is accompanied by his spouse when traveling for business purposes. The costs related to this travel are paid by Southwest Power Pool. 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 amounts deferred by the company in 2013 for such plan were $143,426 for Mr. Brown and $53,269 for Mr. Monroe. William D. Hudson is listed as one of the top five highly compensated employees in Form 990, Part VII, Section A, line 1a, and received a severance payment of $136,017. Thomas Dunn SVP Finance and CFO 13340 See Part V below 0 Nicholas Brown President and CEO 13340 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 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 consist 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 signs the code of conduct electronically to confirm that the policy has been read. 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, conflict of interest policy, and financial statements are available on the spp.org website.