2013-08-14T00:26:41-05:00 2012-12-31 GRANT THORNTON LLP ONE CALIFORNIA STREET SUITE 2300 SAN FRANCISCO CA 94111 990 2012-01-01 237175375 Electric Power Research Institute Inc % EPRI FINANCE DIVISION ELEC 6508552000 3420 Hillview Avenue Suite Palo Alto CA 94304 PAMELA J KEEFE 7045952524 2013-08-13 true JOSEPH S DE TRANE 4159863900 2012 2016-02-24 21:20:13Z Michael W Howard 3420 Hillview Avenue Palo Alto CA 94304 637641885 false X www.EPRI.com X 1972 DC See Schedule O 33 33 915 34 52194250 0 0 0 360794351 379265089 1103001 7258033 6035486 4690371 367932838 391213493 2082370 1793028 0 0 133617686 137306278 0 0 0 223079834 219481058 358779890 358580364 9152948 32633129 284161545 305548528 233582444 222249249 50579101 83299279 X SEE SCHEDULE O false false 269102714 1793028 380981282 See Schedule O 269102714 true false false true false false false false false false true true false false true false false true false true true true true false false false false true true true false false false false false false true true false false false false false true true true false false true 472 0 true 915 true true true true JA SP UK false false false false false false false false X 33 33 false false true false true true true true true false false true true true true true true true true true true CA X EPRI FINANCE DIVISION 6508552000 3420 HILLVIEW AVENUE Palo Alto CA 94304 NICHOLAS K AKINS 1.0 0.0 X X 0 0 0 KIMBERLY S GREENE 1.0 0.0 X X 0 0 0 GERARD M ANDERSON 1.0 0.0 X 0 0 0 KENNETH J ANDERSON 1.0 0.0 X 0 0 0 JAY APT 1.0 0.0 X 7250 0 0 PATRICK R ATKINS 1.0 0.0 X 7250 0 0 YVES BAMBERGER 1.0 0.0 X 0 0 0 JOHN A BOHN 1.0 0.0 X 6500 0 0 W TERRY BOSTON 1.0 0.0 X 0 0 0 CAREN BYRD 1.0 0.0 X 0 0 0 DAVID CAMPBELL 1.0 0.0 X 0 0 0 JORGE CARRASCO 1.0 0.0 X 0 0 0 DANIEL F COLE 1.0 0.0 X 0 0 0 PAT K COLLAWN 1.0 0.0 X 0 0 0 THEODORE CRAVER JR 1.0 0.0 X X 0 0 0 MARK A CROSSWHITE 1.0 0.0 X 0 0 0 BRIAN DAMES 1.0 0.0 X 0 0 0 ERROLL B DAVIS JR 1.0 0.0 X 1500 0 0 WILLIAM K DRUMMOND 1.0 0.0 X 0 0 0 ANTHONY F EARLEY JR 1.0 0.0 X 0 0 0 BENJAMIN G S FOWKE III 1.0 0.0 X 0 0 0 W GARY GATES 1.0 0.0 X 0 0 0 CRAIG IVEY 1.0 0.0 X 0 0 0 JAMES Y KERR II 1.0 0.0 X 7250 0 0 JONG-SHIN KIM 1.0 0.0 X 0 0 0 GALE E KLAPPA 1.0 0.0 X 0 0 0 JAMES H LASH 1.0 0.0 X 0 0 0 CONSTANCE H LAU 1.0 0.0 X 0 0 0 STEPHEN J LENNON 1.0 0.0 X 0 0 0 JEFFREY J LYASH 1.0 0.0 X 0 0 0 TOM MITCHELL 1.0 0.0 X 0 0 0 DENIS P O'BRIEN 1.0 0.0 X 0 0 0 GIL C QUINIONES 1.0 0.0 X 0 0 0 DAVID SAGGAU 1.0 0.0 X 0 0 0 MARK T SAVOFF 1.0 0.0 X 0 0 0 THOMAS A SMITH 1.0 0.0 X 0 0 0 THOMAS R STANDISH 1.0 0.0 X 0 0 0 ANTHONY J TOPAZI 1.0 0.0 X 0 0 0 STEPHEN J WRIGHT 1.0 0.0 X 0 0 0 MICHAEL W HOWARD 40.0 0.0 X 1160294 0 68185 HENRY A COURTRIGHT 40.0 0.0 X 613614 0 62205 CHRISTIAN B LARSEN 40.0 0.0 X 587556 0 61149 ARSHAD MANSOOR 40.0 0.0 X 1017569 0 66732 C THOMAS ALLEY JR 40.0 0.0 X 419414 0 57663 SALVADOR A CASENTE JR 40.0 0.0 X 389623 0 38100 ROBERT N CHAPMAN 40.0 0.0 X 401102 0 66121 BRYAN J HANNEGAN 40.0 0.0 X 446994 0 69302 PAMELA J KEEFE 40.0 0.0 X 216471 0 23146 MARK MCGRANAGHAN 40.0 0.0 X 401432 0 68100 CAROLYN R SHOCKLEY 40.0 0.0 X 476113 0 70185 NEIL M WILMSHURST 40.0 0.0 X 471136 0 58205 NORMA G FORMANEK 40.0 0.0 X 619931 0 49361 DENNIS J MURPHY 40.0 0.0 X 496716 0 39222 JANIS MENDELSON 40.0 0.0 X 120226 22401 KURT W EDSINGER 40.0 0.0 X 307141 0 49843 NORRIS S HIROTA 40.0 0.0 X 335880 0 64002 MICHAEL J MILLER 40.0 0.0 X 327922 0 61615 TUAN M NGUYEN 40.0 0.0 X 333817 0 35587 GEORGE OFFEN 40.0 0.0 X 340780 0 48974 CLARK W GELLINGS 40.0 0.0 X 356581 0 54837 DAVID J MODEEN 40.0 0.0 X 272043 0 33150 ROSA L YANG 40.0 0.0 X 341018 0 65704 10483123 0 1233789 507 true true false SYSTECH INTEGRATORS INC 2050 GATEWAY PLACE SAN JOSE CA 95110 ERP IMPLEMENTATION 7201931 ADVANCED RESOURCES INTERNATIONAL IN 4501 FAIRFAX DRIVE ARLINGTON VA 22203 CONTRACT R&D 6841546 ELECTRICITE DE FRANCE 1 AVENUE DU GENERAL DE GAULLE CLAMART CEDEX 0 FR CONTRACT R&D 4875886 MYERS CHAPMAN INC 1101 WOODRIDGE CENTER CHARLOTTE NC 28217 GENERAL CONTRACTOR 4575389 SOUTHERN COMPANY SERVICES INC 270 PEACHTREE STREET ATLANTA GA 30308 CONTRACT R&D 4559607 393 0 MEMBERSHIP FEE REVENUE 541900 181400345 167489569 13910776 SUPPLEMENTAL FUNDING 541900 187580760 159581270 27999490 BILLABLE SERVICES 541900 10283984 10283984 379265089 1087413 1087413 0 1020579 1020579 2317626 364027 1953599 0 1953599 1953599 252230136 4849 246064365 6165771 4849 6170620 6170620 0 0 0 SALE OF R&D REPORTS 900099 621837 621837 OTHER INCOME 900099 1094356 1094356 1716193 391213493 328787032 52194250 10232211 1677355 1677355 25400 25400 90273 90273 0 8004662 8004662 54706 54706 89625717 49743531 39882186 10916254 6116229 4800025 22174551 12424100 9750451 6530388 3658888 2871500 0 985064 111046 874018 262217 262217 1047 1047 0 265293 265293 718735 718735 0 14312235 13632679 679556 4463196 4463196 0 3850398 3646399 203999 13547074 10026968 3520106 0 7228384 6469255 759129 0 3749347 335548 3413799 7662247 7256292 405955 535067 535067 R&D EXPENSES 151787458 151787458 CONSULTING 3052911 3052911 TELEPHONE 1941978 1941978 PRINTING & PUBLICATIONS 1221800 1011361 210439 3896607 1089932 2806675 358580364 269102714 89477650 0 13819874 22757262 137017698 76071157 0 0 39866513 34812408 0 0 0 0 0 0 0 0 6773331 8346798 135584122 76640075 44135537 58944047 0 0 42548592 104588875 0 0 0 0 0 27981 284161545 305548528 63652574 61329232 0 0 152205511 141559618 0 0 0 0 0 0 0 0 0 0 17724359 19360399 233582444 222249249 X 50579101 83299279 0 0 0 0 50579101 83299279 284161545 305548528 32633129 87049 X X false true X true true true X false false false 0 0 0 0 0 0 307352469 347282315 361989545 360794350 379265089 1756683768 0 0 0 307352469 347282315 361989545 360794350 379265089 1756683768 0 118015256 115756636 115845139 121175441 111578750 582371222 118015256 115756636 115845139 121175441 111578750 582371222 1174312546 7899095 6502035 23624183 5520706 4425618 47971637 0 7899095 6502035 23624183 5520706 4425618 47971637 0 2085030 1276315 1448243 2002177 1716193 8527958 317336594 355060665 387061971 368317233 385406900 1813183363 0.64765 0.63570 0.02646 0.03160 X LINE 2: BEGINNING WITH THE REDESIGNED FORM 2008 FORM 990, EPRI IS REPORTING ITS MEMBERSHIP DUES AS GROSS RECEIPTS. 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). 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. 1047 1047 269101667 269102714 1000000 250000 1000000 1000000 1000000 1000000 4000000 6000000 44668 10262 24113 1047 80090 250000 250000 250000 250000 1000000 1500000 2293299 2293299 68090034 38698776 29391258 4339471 3577813 761658 26163306 18103974 8059332 34698012 16259512 18438500 58944047 LONG TERM INVESTMENTS 102813816 F INVESTMENT IN SUBSIDIARIES 1769410 F INVESTMENT IN OTHER COMPANIES 5649 F 104588875 0 ACCRUED POST RETIREMENT BENEFITS 14236763 DEPOSIT ACCOUNTS 5123555 RETENTION PAYABLE - LONG TERM 81 19360399 Schedule D, Part X, Line 2: EPRI adopted FIN48 (codified as ASC740) in 2009. The adoption in 2009 did not have a material impact on the EPRI financial statements. There was no change in 2011 or 2012. As a result, the financial statements do not have a FIN48 liability recorded and a footnote for FIN48 was not required. true East Asia and the Pacific Program Services R&D PROJECT 1415140 Europe (Including Iceland and Greenland) 1 Program Services R&D PROJECT 13780223 Middle East and North Africa Program Services R&D PROJECT 10106 North America Program Services R&D PROJECT 2995221 Russia and the Newly Independent States Program Services R&D PROJECT 110236 South America Program Services R&D PROJECT 124343 South Asia Program Services R&D PROJECT 5050 Sub-Saharan Africa Program Services R&D PROJECT 29056 Europe (Including Iceland and Greenland) Grantmaking SPONSORSHIP 66673 Sub-Saharan Africa Grantmaking SPONSORSHIP 15000 East Asia and the Pacific Investments 13258978 Europe (Including Iceland and Greenland) Investments 28270175 North America Investments 16221489 East Asia and the Pacific Unrelated Trade or Business 315659 Europe (Including Iceland and Greenland) Unrelated Trade or Business 2334084 North America Unrelated Trade or Business 264013 South America Unrelated Trade or Business 13282 Sub-Saharan Africa Unrelated Trade or Business 15000 North America Grantmaking 3600 Middle East and North Africa Grantmaking 5000 1 1 79228728 23600 79252328 Europe (Including Iceland and Greenland) Contribution 60000 wire Europe (Including Iceland and Greenland) Contribution 5473 wire Sub-Saharan Africa CONTRIBUTION 15000 wire 3 Honararium for Particip on Advis Council Europe (Including Iceland and Greenland) 1 1200 Honorarium for Particip EMF SAC Meeting North America 1 3600 Honararium for Particip EMF SAC Meeting Middle East and North Africa 1 5000 false false false false false false Monitoring the 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 EPRI's 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 spelled out 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 210000 Contribution Batelle Energy Alliance LLC 2525 N Fremont Ave Idaho Falls ID 83415 680588324 501(c)(3) 20000 Contribution Carnegie Mellon University 5000 Forbes Ave Pittsburgh PA 15213 250969449 501(c)(3) 260224 Contribution Global Reporting Iniative 529 Fifth Ave New York NY 10017 273730343 501(c)(3) 7000 Contribution Intl Society of Technical & Envtl Prof PO Box 38070 Tallahassee FL 32315 201413182 501(c)(3) 10000 Contribution Joint Venture Silicon Valley Network 100 W San Fernando St Ste 310 SJ CA 95113 770389802 501(c)(3) 50000 Contribution Bioelectromagnetics Society 2412 Cobblestone Way Frederick MD 21702 510229774 501(c)(3) 10190 Contribution Michigan Tech Fund 1400 Townsend Dr Houghton MI 49931 381554664 501(c)(3) 15000 Contribution North Carolina State University Campus Box 7214 Raleigh NC 27695 566000756 115 31000 Contribution Ohio State University 1248 Arthur E Adams Dr Columbus OH 43221 316025986 115 33750 Contribution Resources for the Future 1616 P Street NW Washington DC DC 20036 530220900 501(c)(3) 85000 Contribution Stanford University 326 Galvez St Stanford CA 94305 941156365 501(c)(3) 310000 Contribution Strategies for the Global Environment 2101 Wilson Blvd Arlington VA 22201 541892252 501(c)(3) 50000 Contribution UNC Charlotte Foundation 9201 Univ City Blvd Charlotte NC 28223 566059417 501(c)(3) 60000 Contribution Toxicology Excellence for Risk Assessment 2300 Montana Ave Cincinnati OH 45211 311437448 501(c)(3) 10000 Contribution University of California San Diego 9500 Gilman Dr La Jolla CA 92093 952872494 501(c)(3) 350000 CONTRIBUTION University of Minnesota 2221 Univ Ave SE Minneapolis MN 55414 416007513 115 66666 CONTRIBUTION University of Tennessee 118 Perkins Hall Knoxville TN 37996 626001636 115 55000 CONTRIBUTION Utility Arborist Associates Inc 21010 West Park Ct Champaign IL 61826 371404021 501(c)(3) 15000 CONTRIBUTION 19 Honorarium for particip EMF Adv Council Meeting 1 4800 Honorarium for Particip EMF SAC Meeting 2 7800 Honorarium for particip SSHAC workshop 4 3000 Honorarium for Particpation on Advis. Council 9 7800 Honorarium for speak at intl tech innov summit 1 2000 Monitoring the 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 EPRI's 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 spelled out to the grantee and EPRI typically receives reports, technical papers, conference and similar materials demonstrating the appropriate use of the granted funds. X X X X true true X X X X X true true false false false false false true false MICHAEL W HOWARD 499616 0 577269 0 83409 0 42000 0 26185 0 1228479 0 577269 0 HENRY A COURTRIGHT 333073 0 248000 0 32541 0 42000 0 20205 0 675819 0 248000 0 CHRISTIAN B LARSEN 307867 0 257000 0 22689 0 42000 0 19149 0 648705 0 257000 0 ARSHAD MANSOOR 307403 0 683600 0 26566 0 42000 0 24732 0 1084301 0 503600 0 C THOMAS ALLEY JR 244384 0 161200 0 13830 0 40910 0 16753 0 477077 0 161200 0 SALVADOR A CASENTE JR 227295 0 148000 0 14328 0 37649 0 451 0 427723 0 148000 0 ROBERT N CHAPMAN 229530 0 158200 0 13372 0 39588 0 26533 0 467223 0 158200 0 BRYAN J HANNEGAN 261555 0 170100 0 15339 0 42000 0 27302 0 516296 0 170100 0 PAMELA J KEEFE 179847 0 0 0 36624 0 18000 0 5146 0 239617 0 0 0 MARK MCGRANAGHAN 239160 0 161200 0 1072 0 40915 0 27185 0 469532 0 161200 0 CAROLYN R SHOCKLEY 256795 0 200600 0 18718 0 42000 0 28185 0 546298 0 200600 0 NEIL M WILMSHURST 265508 0 200100 0 5528 0 42000 0 16205 0 529341 0 200100 0 NORMA G FORMANEK 144360 0 217000 0 258571 0 36493 0 12868 0 669292 0 217000 0 DENNIS J MURPHY 114954 0 155000 0 226762 0 27268 0 11954 0 535938 0 155000 0 CLARK W GELLINGS 238574 0 114970 0 3037 0 35750 0 19087 0 411418 0 114970 0 DAVID J MODEEN 134813 0 122250 0 14980 0 25000 0 8150 0 305193 0 122500 0 ROSA L YANG 219053 0 120022 0 1943 0 35170 0 30534 0 406722 0 119022 0 KURT W EDSINGER 213120 0 93720 0 301 0 31003 0 18840 0 356984 0 0 0 NORRIS S HIROTA 221383 0 113500 0 997 0 34300 0 29702 0 399882 0 113500 0 MICHAEL J MILLER 216933 0 109549 0 1440 0 33313 0 28302 0 389537 0 109549 0 TUAN M NGUYEN 215712 0 116844 0 1261 0 33416 0 2171 0 369404 0 106844 0 GEORGE OFFEN 223858 0 114500 0 2422 0 34074 0 14900 0 389754 0 112500 0 Questions Regarding Compensation Schedule J, Line 1a: First Class Travel: EPRI's 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 EPRI's CEO and senior vice presidents during periods when the individual is subjected to a heavy travel schedule and extended flight duration. Travel for Companions: EPRI recognizes exceptional employee achievement through an annual award program. EPRI officers and award winners may be reimbursed for companion travel for one guest to attend the annual award ceremony. The travel reimbursement is reported on the employees' Form W-2 as taxable income as required and reported on Schedule J, Part II, Column B, Part iii. Gross-Up Payments: EPRI provides a gross up related to the taxes payable on the additional taxable income reported for the reimbursement of companion travel to attend the annual award ceremony. The following former officers received payments for reimbursement of companion travel in 2012. David J Modeen $445 Rosa L Yang $456 The following individual received gross up payments for financial planning services in 2012. Dennis J Murphy $6,138 Personal Services: 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 2012 resulted in taxable income to the officers: Michael W Howard $13,346 Henry A Courtright $13,346 Christian B Larsen $7,297 Arshad Mansoor $13,346 Charles T Alley Jr $12,808 Salvador A Casente Jr $12,808 Robert N Chapman $12,808 Bryan J Hannegan $13,346 Pamela J Keefe $8,476 Carolyn R Shockley $13,346 Dennis J Murphy $7,297 Line 4a: The following individuals received severance, which is reported on their Form W-2 as taxable income as required and reported on Schedule J, Part II, Column B, Part iii. Norma G Formanek $238,970 Dennis J Murphy $190,094 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 under the plans the amount of any severance benefit provided 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 entitiled to a payment upon qualifying employment terminations, as required in the program. 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, Part iii as follows: Michael W Howard $66,477 Henry A Courtright $16,857 Christian B Larsen $15,075 Arshad Mansoor $12,735 Bryan J Hannegan $1,732 Carolyn R Shockley $4,723 Neil M Wilmshurst $4,910 Line 7: Officers, as well as employees, are eligible for incentive awards based on EPRI's results against Corporate Goals and each individual's 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 EPRI Board approves incentive payments for all officers. SCHEDULE J, PART II: Officers, Directors, Trustees, Key Employees, and Highest Comp. Employees As required by the Form 990 instructions Column B(ii) includes the prior year at-risk incentive accrued benefit actually paid in 2012. This amount is also reported in Column F as this benefit was also reported on the prior year Form 990 as an accrued benefit in column c. MARK T SAVOFF BOARD DIRECTOR 37448 SON EMPLOYED BY EPRI false C THOMAS ALLEY JR OFFICER 17258 DAUGHTER EMPLOYED BY EPRI false SEE SCH L PART V FOR FURTHER DETAIL INFORMATION ON THE TRANSACTIONS BEL THE FOLLOWING ARE PAYMENTS TO EPRI AMERICAN ELECTRIC POWER BOARD DIRECTOR 44000 FUNDING FOR SERVICES false BONNEVILLE POWER ADMINISTRATION BOARD DIRECTOR 24860 FUNDING FOR SERVICES false DTE ENERGY BOARD DIRECTOR 18950 FUNDING FOR SERVICES false DUKE ENERGY CORPORATION BOARD DIRECTOR 56000 FUNDING FOR SERVICES false ELECTRICITE DE FRANCE BOARD DIRECTOR 185499 FUNDING FOR SERVICES false ENTERGY CORPORATION BOARD DIRECTOR 160190 FUNDING FOR SERVICES false ESKOM BOARD DIRECTOR 205000 FUNDING FOR SERVICES false FIRSTENERGY CORPORATION BOARD DIRECTOR 48000 FUNDING FOR SERVICES false KOREA ELECTRIC POWER COMPANY BOARD DIRECTOR 395730 FUNDING FOR SERVICES false NORTHEAST UTILITIES BOARD DIRECTOR 11833 FUNDING FOR SERVICES false PGE BOARD DIRECTOR 600000 FUNDING FOR SERVICES false SALT RIVER PROJECT BOARD DIRECTOR 100227 FUNDING FOR SERVICES false SOUTHERN COMPANY BOARD DIRECTOR 254034 FUNDING FOR SERVICES false TENNESSEE VALLEY AUTHORITY BOARD DIRECTOR 151230 FUNDING FOR SERVICES false TOKYO ELECTRIC POWER COMPANY BOARD DIRECTOR 250000 FUNDING FOR SERVICES false XCEL ENERGY INC BOARD DIRECTOR 90500 FUNDING FOR SERVICES false SEE SCHEDULE L PART V FOR FURTHER DETAILED INFORMATION ON THE TRANSACTIONS BELOW THE FOLLOWING ARE PAYMENTS BY EPRI AMERICAN ELECTRIC POWER BOARD DIRECTOR 466235 PYMNT FOR PUBLIC INTEREST R&D false BONNEVILLE POWER ADMINISTRATION BOARD DIRECTOR 125000 PYMNT FOR PUBLIC INTEREST R&D false CARNEGIE MELLON UNIVERSITY BOARD DIRECTOR 387573 PYMNT FOR PUBLIC INTEREST R&D false DTE ENERGY BOARD DIRECTOR 105617 PYMNT FOR PUBLIC INTEREST R&D false DUKE ENERGY CORPORATION Board Director 351147 PYMNT FOR PUBLIC INTEREST R&D false ELECTRICITE DE FRANCE Board Director 4875886 PYMNT FOR PUBLIC INTEREST R&D false FIRSTENERGY CORPORATION Board Director 249026 PYMNT FOR PUBLIC INTEREST R&D false HAWAIIAN ELECTRIC INDUSTRIES INC Board Director 924575 PYMNT FOR PUBLIC INTEREST R&D false KOREAN ELECTRIC POWER COMPANY Board Director 307246 PYMNT FOR PUBLIC INTEREST R&D false MASSACHUSETTS INST OF TECHNOLOGY Board Director 762620 PYMNT FOR PUBLIC INTEREST R&D false NORTHEAST UTILITIES Board Director 129616 PYMNT FOR PUBLIC INTEREST R&D false PGE CORPORATION Board Director 54882 PYMNT FOR PUBLIC INTEREST R&D false SOUTHERN COMPANY Board Director 4866132 PYMNT FOR PUBLIC INTEREST R&D false TENNESSEE VALLEY AUTHORITY BOARD DIRECTOR 628979 PYMNT FOR PUBLIC INTEREST R&D false THE ROCKEFELLER UNIVERSITY BOARD DIRECTOR 628979 PYMNT FOR PUBLIC INTEREST R&D false TOKYO ELECTRIC POWER COMPANY BOARD DIRECTOR 26767 PYMNT FOR PUBLIC INTEREST R&D false XCEL ENERGY INC BOARD DIRECTOR 15135 PYMNT FOR PUBLIC INTEREST R&D false Business Transactions Involving Interested Persons Schedule L, Part IV EPRI received payment from the organizations listed in Schedule L, Part IV to conduct services work associated with unrelated business activities. An individual that served as a current or former officer, director, trustee or key employee listed in EPRI's 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 to conduct public interest and supplemental research. An individual that served as a current or former officer, director, trustee or key employee listed in EPRI's 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. Organization's Mission and Most Important Activities Form 990, Part I, Line 1 and Part III, Line 1 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 member's 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. Governance, Management, and Disclosure Form 990, Part VI Line 4: The material changes in the Bylaws were to: 1) Allow for the annual meeting of the members to be held via internet or other electronic means. 2) Provide that any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the Institute delivers a ballot to every member entitled to vote on the matter. 3) Give the Executive Committee of the Board power to resolve any challenge to the validity of a corporate action brought by a member, delegate, director, member of a designated body, or officer of the Institute which is or may be affected the corporate action. 4) Eliminate limits on the number of directors allowed to sit on the Audit Committee, Compensation and Leadership Development Committee, Governance and Nominating Committee. 5) Consent that the Superior Court may dissolve the Institute, place it in receivership, impose a constructive trust on compensation paid to a director, officer, or manager, or grant other injunctive or equitable relief with respect to the Institute in a proceeding by members holding at least twenty percent (20%) of the voting power, or by a director, if it is established that there is a situation as described in D.C. Code 29-412.20(a)(2). 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. Line 7a: In 2012, the members of EPRI's 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. 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. Line 11a: 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 for their review and a copy is provided through a secure link to 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. Line 12c: EPRI requires all employees to complete an annual statement disclosing any conflicts of interest and they have a requirement to update the disclosure on an ongoing basis. Line 15a and 15b: Officers' compensation decisions 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 document the approval in the minutes. 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, (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. Line 19: EPRI makes its governing documents, conflict of interest policy, and audited financial statements for the past 3 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) 9 EPRI Inc true EPRI Solutions Inc 942 Corridor Park Knoxille TN 37932 770449454 R&D Applic DE NA C Corp -16710 1889845 1.00000 true EPRI International Inc 3420 Hillview Avenue Palo Alto CA 94304 522357247 Intl Sales DE NA C Corp 66797 -7084 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 3749348 ACTUAL EXPENSE EPRI INTERNATIONAL INC L 106688 ACTUAL EXPENSE