2011-08-05T13:20:57-07:00 2010-12-31 990 2010-01-01 043372500 ISO NEW ENGLAND INC ISON 4135354000 One Sullivan Road Holyoke MA 010402841 Robert Ludlow 4135354000 2011-08-15 2010 2016-02-24 21:20:13Z Gordon van Welie CEO One Sullivan Road Holyoke MA 01040 128126224 0 X www.iso-ne.com X 1997 DE The Corporation is organized and shall be operated exclusively for religious, charitable, scientific, literary or educational purposes including the following, to (i) maintain the reliability of the bulk power and transmission system in New England by, among other things, exercising operational authority over the bulk transmission facilities, (ii) administer and seek to enhance sustainable, competitive and efficient energy markets, and (iii) provide non-discriminatory, open-access transmission service. 9 9 520 0 0 0 0 244321 123241358 127780170 303313 101733 0 0 123544671 128126224 25000 54730 0 0 67601173 71962508 0 0 0 55918498 56108986 123544671 128126224 0 0 594156177 624757298 594156177 624757298 0 0 The Corporation is organized and shall be operated exclusively for religious, charitable, scientific, literary or educational purposes including the following, to (i) maintain the reliability of the bulk power and transmission system in New England by, among other things, exercising operational authority over the bulk transmission facilities, (ii) administer and seek to enhance sustainable, competitive and efficient energy markets, and (iii) provide non-discriminatory, open-access transmission service. 0 0 48442960 20000 55687635 Reference Line 4a: The fair administration of New England's wholesale electricity markets (referenced to as the "Energy Administration Service" or "EAS") including: the operation of the energy markets; generation and demand dispatch related to the energy markets; energy accounting; loss determination and allocation; billing preparation; market power monitoring and mitigation; sanctions activities; operation of auctions for financial transmission rights; market assessments and reports; and the formulation of additional and modified energy market rules and procedures. 37093893 9730 42641308 Reference Line 4b: The management of a comprehensive regional bulk power system planning process (referenced to as the Reliability Administration Service or "RAS") including: the administration of the Reliability Markets (and facilitate reliability- associated transactions and arrangements) in accordance with ISO New England's Administrative Cost Services Tariff and the corresponding rules promulgated thereunder, and to provide other reliability and informational services. 25696651 25000 29539601 Reference Line 4c: Ensure the efficient use and reliable operation of New England's electricity transmission system. The Scheduling, System Control and Dispatch Service (referenced to as "Scheduling Service") is the service required to schedule at the regional level the movement of power through, out of, within or into the New England Control Area. 0 0 0 111233504 1 0 0 1 0 0 0 0 1 0 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 1 0 1 91 0 1 520 1 0 0 0 0 0 0 0 0 0 0 X 9 9 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 1 0 MA X Robert C Ludlow 4135354014 One Sullivan Road Holyoke MA 01040 Alvin K Klevorick 7 X 100500 0 0 Roberta S Brown 6 X 94500 0 0 Paul F Levy 6 X 90500 0 0 V Louise McCarren 5 X 88000 0 0 John G Kassakian 6 X 87500 0 0 Kathryn J Jackson 5 X 86500 0 0 David J Vitale 4 X 84000 0 0 Vincent M O'Reilly 5 X 54000 0 0 Richard E Kessel 5 X 49500 0 0 Philip Shapiro 5 X 39000 0 0 Raymond Hill 5 X 34500 0 0 Gordon van Welie 45 X X 1084745 0 384146 Vamsi K Chadalavada 45 X 688327 0 239146 Robert C Ludlow 45 X 494687 0 189973 Raymond W Hepper 45 X 445271 0 167537 Janice S Dickstein 45 X 397731 0 153279 Peter T Brandien 45 X 383138 0 150736 Kevin A Kirby 49 X 381004 0 166339 David LaPlante 48 X 367935 0 236049 Stephen J Rourke 49 X 364888 0 131483 Jamshid A Afnan 44 X 343271 0 250868 Robert G Ethier 43 X 312425 0 122078 Anne C George 45 X 244095 0 91240 Maria Gulluni 40 X 196084 0 76656 Lorraine Brady 40 X 76993 0 29542 Michael I Henderson 49 X 272487 0 131107 Eugene Litvinov 40 X 238144 0 125446 Mark G Karl 48 X 229999 0 110548 Renald E Proulx 40 X 220080 0 82810 David M Hameedy 40 X 208145 0 76680 Matthew F Goldberg 41 X 205082 0 33433 John M Simonelli 45 X 199706 0 160335 Richard V Kowalski 43 X 191599 0 122262 Michael N Taniwha 40 X 190950 0 53484 Shannon Hann 42 X 183243 0 94636 Stephen Moynihan 41 X 187071 0 53396 Hung-Po Chao 40 X 207412 0 66723 Henry Yoshimura 45 X 197491 0 57932 James Douglass 42 X 187873 0 54954 Marc D Montalvo 42 X 208734 0 40890 9717110 0 3653708 291 0 1 0 Alstom Grid Inc 131 S Dearborn Street 6th Floor Chicago IL 60603 Energy Management System Developer 3586240 Peritus Inc 222 West Las Colinas Blvd Suite 1650 Irving TX 75039 Software Consultants 2049393 GRT Corp 777 Summer Street Stamford CT 06901 Software Developer 1732580 Presidio Networked Solutions Inc 10 Sixth Road Woburn MA 01801 Software Support 1663630 Daymark Solutions Inc 23 Third Avenue Burlington MA 01803 Software Architects / Support 1607241 67 0 0 0 0 244321 0 0 244321 Energy Administration Services 221000 55641902 55641902 0 0 Reliability Adminstration Services 221000 42617712 42617712 0 0 Scheduling, System Control & Dispatch 221000 29520556 29520556 0 0 0 0 0 0 127780170 100383 88374 0 12009 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1350 0 0 0 1350 1350 0 0 1350 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 128126224 127868544 0 13359 54730 54730 0 0 0 0 0 0 12005964 7077154 4928810 0 0 0 0 0 45864012 40881205 4982807 0 4710746 3938480 772266 0 6129870 5090537 1039333 0 3251916 2718806 533110 0 0 0 0 0 2909515 2410243 499272 0 560702 422927 137775 0 8650 8650 0 0 0 0 196543 164322 32221 0 9205749 8283388 922361 0 0 0 0 0 1230771 737602 493169 0 6782137 6311260 470877 0 0 0 0 0 4326608 3617317 709291 0 957432 615432 342000 0 0 0 0 0 497151 375679 121472 0 1826159 1722677 103482 0 0 0 0 0 22134549 21731946 402603 0 306667 180771 125896 0 North American Electricity Reliability Corp. Dues 3985826 3985826 0 0 Dues & Subscriptions 507555 396655 110900 0 Northeast Power Coordinating Council Dues 228133 228133 0 0 Recruiting 156021 130444 25577 0 Term Loan Fees 78420 55607 22813 0 210398 93713 116685 0 128126224 111233504 16892720 0 500 500 140845288 156517239 0 0 20372072 24582352 0 0 0 0 0 0 0 0 23531914 22806859 291475781 206490116 83358491 84985665 0 0 0 0 0 0 0 0 326047912 335864683 594156177 624757298 17027849 18901742 0 0 9672437 23872654 40495000 38675000 465138886 482443806 0 0 0 0 44000000 39000000 17822005 21864096 594156177 624757298 X 0 0 0 0 0 0 0 0 594156177 624757298 0 0 X 0 1 1 X 1 1 X 0 0 0 0 244321 244321 112707246 115963124 118795881 123241358 127780170 598487779 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 112707246 115963124 118795881 123241358 128024491 598732100 0 0 0 0 0 0 56281461 56539525 54455637 54563432 55585806 277425861 56281461 56539525 54455637 54563432 55585806 277425861 321306239 100213 161665 82527 11992 12009 368406 0 0 0 0 0 100213 161665 82527 11992 12009 368406 0 0 0 0 0 0 0 0 0 0 112807459 116124789 118878408 123253350 128036500 599100506 0.53631 0.51089 0.00061 0.00059 X 0 21881 21881 128104343 128126224 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 23502 30159 45650 21881 121192 250000 250000 250000 250000 1000000 1500000 0 0 0 0 0 0 1 0 0 0 0 41785058 9568495 32216563 0 2861814 2854371 7443 0 22435988 20702415 1733573 0 224392921 173364835 51028086 84985665 Security Deposits - Financial Assurance 331579159 Restricted Congestion Revenue Fund 4285024 Prepaid NEPOOL Participant Fees 500 335864683 0 Pension Benefit Liability 21860764 Activities Reserve 3332 21864096 128126224 128126224 0 0 0 0 0 0 0 0 128124874 0 0 0 0 0 128124874 0 1350 1350 128126224 128124874 0 0 0 0 0 128124874 0 1350 1350 128126224 SchD_P04_S00_L02b Schedule D, Part IV, Line 2b The $482,443,806 reported on Line 21 of Part X of the Form 990 represents funds held by ISO New England Inc. for, or on behalf of market participants in furtherance of ISO New England Inc.'s tax exempt purposes. SchD_P10_S00_L02 Schedule D, Part X, Line 2 The Company has determined prior to recording any benefit in the financial statements that it is more likely than not that the tax position will be substantiated upon examination by the appropriate taxing authorities, as required by the Accounting for Uncertainty in Income Taxes Topic of the FASB ASC. A tax position is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. SchD_P12_S00_L04b Schedule D, Part XII, Line 4b Gain on Sale of Assets was reported as an offset to expense rather than revenue in the audited financial statements. SchD_P13_S00_L04b Schedule D, Part XIII, Line 4b Part XIII, line 4b: Gain on sale of assets was reported as an offset to expense rather than revenue in the audited financial statements. 1 New England Governors' Conference 76 Summer Street Boston MA 02110 042738615 501(c)(3) 25000 0 N/A N/A Support of energy-related activities including the Power Planning Committee, collaboration with the Northeast International Committee on Energy, continued work on renewable power and energy efficiency, and major transmission system performance, issues, and developments. Harvard Kennedy School Box 84 JFK Street Cambridge MA 02138 042103580 501(c)(3) 20000 0 N/A N/A Electricity Policy Group Support University of Massachusetts College of Engineering 130 Natural Resources Road Amherst MA 01003 043167352 Commonwealth of Mass 9730 0 N/A N/A The University of Massachusetts' cash grants are the aggregate of three grants made to the school: (1) Support for Electrical and Computer Senior Design Project Lab (2) Two Engineering Scholarships (3) Support for the Women in Engineering Program 3 0 SchI_P01_S00_L02 Schedule I, Part I, Line 2 Part I, Line 2 - ISO New England Inc. made five grants to educational institutions and the New England Governor's Conference power planning activities in 2010. In the case of the educational institutions ISO New England obtains a written letter of understanding describing how those funds would be used. The NEGC funds are in support of the organization's established energy-related activities. The grants were made to the electrical engineering departments of the education institutions to promote the study of topics important to the furtherance of ISO New England's charitable mission. The University of Massachusetts' cash grants are the aggregate of three grants made to the school. The N.E. Governor's Conference grant was made for general committee support for power planning, NICE Collaboration, renewable power and energy efficiency, and major transmission system performance, issues, and developments. SchI_P03_S00_L00 Schedule I, Part III ISO New England Inc. made four grants to two educational institutions and one grant to the New England Governor's Conference (NEGC) power planning activities in 2010. The grants were made to the electrical engineering departments of the education institutions to promote the study of topics important to the furtherance of ISO New England's charitable mission. In the case of the educational institutions ISO New England obtains written letters of understanding describing how those funds will be used. The NEGC funds are in support of the organization's established energy-related activities including general committee support for power planning, the Northeast International Committee on Energy (NICE) collaboration, renewable power and energy efficiency, and major transmission system performance, issues and developments. X X X X X X 0 0 0 0 0 0 0 1 0 Gordon van Welie 538047 0 542058 0 4640 0 364334 0 19812 0 1468891 0 234368 0 Vamsi K Chadalavada 391120 0 293489 0 3718 0 219003 0 20143 0 927473 0 135961 0 Robert C Ludlow 327901 0 163574 0 3212 0 168515 0 21458 0 684660 0 87826 0 Raymond W Hepper 294250 0 146887 0 4134 0 147655 0 19882 0 612808 0 80425 0 David LaPlante 261007 0 101573 0 5335 0 221600 0 14449 0 603964 0 66473 0 Jamshid A Afnan 233225 0 104823 0 5223 0 231130 0 19738 0 594139 0 59757 0 Janice S Dickstein 259893 0 136580 0 1258 0 135187 0 18092 0 551010 0 77300 0 Kevin A Kirby 260680 0 116653 0 3672 0 151624 0 14715 0 547344 0 66473 0 Peter T Brandien 267133 0 112831 0 3174 0 130534 0 20202 0 533874 0 62361 0 Stephen J Rourke 240298 0 117468 0 7122 0 126673 0 4810 0 496371 0 66774 0 Robert G Ethier 221113 0 89344 0 1968 0 99626 0 22452 0 434503 0 44684 0 Michael I Henderson 192405 0 76855 0 3227 0 111149 0 19959 0 403595 0 49881 0 Eugene Litvinov 204534 0 28620 0 4990 0 122055 0 3391 0 363590 0 0 0 John M Simonelli 171168 0 26365 0 2173 0 141220 0 19115 0 360041 0 0 0 Mark G Karl 198794 0 27716 0 3490 0 97472 0 13075 0 340547 0 0 0 Anne C George 206930 0 36800 0 365 0 73705 0 17535 0 335335 0 0 0 Richard V Kowalski 166697 0 23192 0 1709 0 103268 0 18995 0 313861 0 0 0 Renald E Proulx 187628 0 25545 0 6907 0 68254 0 14556 0 302890 0 0 0 David M Hameedy 176862 0 27756 0 3527 0 50961 0 25719 0 284825 0 0 0 Shannon Hann 158266 0 24337 0 640 0 70562 0 24074 0 277879 0 0 0 Hung-Po Chao 180867 0 23722 0 2824 0 48420 0 18303 0 274136 0 0 0 Maria Gulluni 166865 0 25860 0 3360 0 74392 0 2265 0 272742 0 0 0 Henry Yoshimura 166623 0 28205 0 2662 0 40000 0 17932 0 255422 0 0 0 Marc D Montalvo 180111 0 26291 0 2332 0 23009 0 17881 0 249624 0 0 0 Michael N Taniwha 164503 0 25325 0 1123 0 33262 0 20222 0 244435 0 0 0 James Douglass 164654 0 23008 0 211 0 37250 0 17703 0 242826 0 0 0 Stephen Moynihan 154756 0 22110 0 10205 0 39248 0 14148 0 240467 0 0 0 Matthew F Goldberg 180235 0 24405 0 442 0 27079 0 6354 0 238515 0 0 0 Vincent M O'Reilly 54000 0 0 0 0 0 0 0 0 0 54000 0 0 0 Richard E Kessel 49500 0 0 0 0 0 0 0 0 0 49500 0 0 0 SchJ_P01_S00_L07 Schedule J, Part I, Line 7 ISO New England currently administers two incentive compensation plans that both provide for non-fixed payments: an annual performance incentive plan (the "API Plan"); and a long-term incentive plan (the "LTI Plan"). Subject to certain eligibility criteria, most employees may receive an API Plan award based upon a formula that takes into account organizational performance, individual performance, annual base pay (as of December 31st of the plan year) and a grade-related salary percentage. Organizational performance is measured by the Board of Directors of ISO New England (the "Board") against goals and objectives developed by the Compensation and Human Resources Committee of the Board (the "Committee"), other Board committees, and the Board at the commencement of each plan year. The individual performance of an officer is evaluated by the Committee and the Board based upon goals and objectives established by the Committee and the Board at the commencement of each plan year. The final API Plan award for an officer is calculated and paid once the Board determines the scores for organizational performance and individual performance for the plan year. LTI Plan awards are available to officers and certain other employees and are based upon the achievement of organizational and individual long-term goals established by recommendation of the Committee (with input from other Board Committees) and with the approval of the Board. Similar to the API Plan, LTI Plan awards are calculated using an eligible employee's base salary in effect as of December 31st of the plan year and a grade-related salary percentage; however, LTI Plan awards generally are paid two and one-half years after the end of a plan year. The Board assesses the performance of the organization and the individual at the end of each plan year, and reassesses the organization's progress towards its long-term goals and objectives two and one-half years later, immediately prior to the calculation and pay-out of the LTI Plan award. Under both plans, ISO New England reserves the right to reduce or eliminate plan awards if the eligible employee or the organization underperforms or there is a major collapse of the bulk electric power system managed by ISO New England. Massachusetts Development Finance Agency 043431814 57583raa3 2005-02-25 45500000 finance acquisition of $64K sq. foot facility, renovate existing building 0 0 0 0 0 45500000 0 0 0 0 0 146955 45353045 0 0 2007 0 0 1 1 0 0 0 0 1 0 0 0 1 0 1 0 0 0 1 SchK_P01_S00_L00f Schedule K, Part I, Column f The proceeds of the Bonds loaned to ISO New England Inc. were made to finance and refinance a project located at One Sullivan Road, Holyoke, Massachusetts, generally consisting of (a) the acquisition of a 13-acre parcel of property and attached existing 64,000 square foot facility; (b) the renovation, equipping and furnishing of the existing facility, including construction of a 3,200 square foot expansion, a new lobby and mechanical penthouses; (c) construction, equipping and furnishing of a three-story, 100,000 square foot facility; and (d) construction of site improvements, including but not limited to an additional 342-space parking lot, a retaining wall and security screen, a pedestrian connecting bridge between the existing and new facilities and a guard house, all to be used by the company to conduct its mission and activities. Victor Litvinov Family Member of Key Employee 1732580 Compensation to GRT Corp. 0 Ralph Slate Family member of officer 123714 Compensation as Employee of ISO New England 0 Denise Rourke Family Member of Officer 49600 Compensation to consulting firm 0 Catherine Simonelli family member of Key Employee 47019 Compensation as Employee of ISO New England 0 SchL_P04_S00_L00 Schedule L, Part IV Line (1): Victor Litvinov is a family member of Eugene Litvinov, Current Key Employee. Victor Litvinov is President of GRT Corporation, a software consulting firm which performs services for ISO New England Inc. The amount in column (c) represents payments made to GRT Corporation for 2010 as reported in Part VII Section B of the Form 990. Line (2): Ralph Slate is a family member of Maria Gulluni, Current Officer. Compensation as an employee of ISO New England Inc, in the position of Senior Data Architect. Line (3): Denise Rourke is a family member of Stephen Rourke, Current Officer. Compensation was made to United Personnel Services on her behalf as a consultant. Line (4): Catherine Simonelli is a family member of John Simonelli, Current Key Employee. Compensation as an employee of ISO New England Inc. in the position of EMS Support Specialist. Part IV: The employment or relationship of all the individuals in schedule L, Part IV to a Current Director, Officer, or Key Employee has been disclosed to and approved by an independent Officer or Director. F990_P06_S0A_L06 Form 990, Part VI, Section A, Line 6 ISO New England Inc. is governed by a ten-person Board of Directors. Nine of the individuals on the Board of Directors are independent voting directors, and act also as voting members of ISO New England Inc. (The tenth individual on the Board of Directors is the President and Chief Executive Officer of ISO New England Inc.; he is a non-voting director and is not a member of ISO New England Inc.). The voting members of ISO New England Inc. and the Board of Directors of ISO New England Inc. have no financial interest in any company doing business in New England's electricity markets and are elected to their positions because of their expertise in financial markets, law, and/or electric power operations and regulation. F990_P06_S0A_L07a Form 990, Part VI, Section A, Line 7a Members of the Board of Directors are elected by the current voting directors of the Board in their capacity as members of ISO New England Inc. They are nominated by the Nominating and Governance Committee of the Board of Directors, which is a standing committee consisting of three or more members of the Board of Directors of the Company. Each member of the Committee must meet all independence standards imposed under the Company's charter, by-laws and code of conduct, as well as any other applicable independence standards adopted by the Board of Directors. Before the formal nomination and election, a joint nominating committee composed of stakeholders and members of the Board develops the slate of candidates for election. F990_P06_S0B_L11a Form 990, Part VI, Section B, Line 11a The Form 990 is prepared by the Lead Financial Analyst and then reviewed and and commented upon by the Supervisor, Budget and Financial Reporting and the Controller. The Form 990 is then reviewed and commented upon by ISO New England's Chief Financial and Compliance Officer, then reviewed and commented upon by ISO New England's external tax counsel and the Assistant General Counsel - Corporate, and then reviewed by the Audit & Finance Committee of the Board of Directors and then by ISO New England's full Board of Directors prior to being filed. F990_P06_S0B_L12c Form 990, Part VI, Section B, Line 12c ISO New England has a "Code of Conduct" that applies to its directors and employees (including officers and key employees). The Audit and Finance Committee of the Board of Directors oversees the administration of the Code of Conduct and ensures that prompt action is taken to investigate any potential violations of, or noncompliance with, ISO New England's policies. When a member of the Board of Directors is involved, the full Board makes the relevant determination. On behalf of the Audit and Finance Committee, the Compliance Officer, who is the Vice President, Human Resources, has the day-to-day responsibility for reviewing compliance with the Code of Conduct, including interpreting the Code of Conduct, advising directors, officers and employees regarding potential conflicts of interest and following up on all suspected violations. Individuals subject to the Code of Conduct are prohibited from using their positions to improperly benefit themselves, their family members or the people with whom they cohabitate. Similarly, such individuals are prohibited from having a significant financial interest in any contractor, company, business, or enterprise which has, or is seeking to establish, business relations with ISO New England Inc., unless that relationship has been disclosed to the Compliance Officer or his or her designee and approved by the Audit and Finance Committee of the Board of Directors. Individuals subject to the Code of Conduct are obligated to identify activities of another director, officer or employee that do not comply with the Code of Conduct and report them to the Compliance Officer. Such reports may be made on a confidential basis and individuals will not be subject to retaliatory actions for making such reports. Individuals who violate the Code of Conduct may be subject to disciplinary action including suspension from duties or termination. All directors and employees are required to sign an annual compliance certificate that states, among other things, that the individual has read, fully understands and will comply with the Code of Conduct. F990_P06_S0B_L15 Form 990, Part VI, Section B, Line 15 The compensation of the chief executive officer and of each of the other senior executive officers of ISO New England Inc. (the "Company") is determined in a manner so that the total compensation of each individual is presumed to be reasonable in accordance with Treasury Regulation § 53.4958-6. In accordance with this Treasury Regulation: (i) each compensation arrangement is approved in advance by the members of the Board of Directors (the "Board") and/or of the Compensation and Human Resources Committee of the Board (the "Committee") who do not have a conflict of interest with respect to that compensation arrangement (as set forth in Treas. Reg. § 53.4958-6(c)(1)(iii)); (ii) each of the Board and the Committee obtains and relies upon appropriate data as to comparability prior to making its determination regarding a compensation arrangement; and (iii) the basis for the compensation-related determination made by the Board or the Committee is adequately documented concurrently with the making of the determination. The Company's overall compensation policy is designed to promote the tax-exempt purposes of the Company by attracting, retaining and motivating highly-skilled senior management to deliver superior service in furtherance of the Company's exempt purpose: to lessen the burdens on government through the administration of an efficient and reliable electricity transmission system, wholesale electricity marketplace and comprehensive regional bulk power system planning process for the benefit of New England. For each fiscal year, the Committee develops recommendations regarding: (i) the base salary of each senior executive; (ii) the annual performance incentive plan (i.e., the short-term incentive compensation plan) goals and objectives for the plan year for the Company and each senior executive; (iii) the long-term incentive compensation plan goals and objectives for the plan year for the Company and each senior executive; and (iv) proposed changes, if any, to the Company's fringe benefit plans. At the end of each fiscal year, the Committee also makes recommendations regarding the performance of the Company and each senior executive against the plan year goals and objectives established under both the short-term incentive compensation plan and the long-term incentive compensation plan. All of the aforementioned Committee recommendations are based upon information and materials derived from a number of sources, including: evaluations of the Company's performance, requirements and short- and long-range strategic plans as prepared by the Board, Board committees and senior executives; evaluations of the performance of each senior executive as prepared by the Board, the Committee and/or senior executives; salary and other compensation surveys conducted by independent human resources and compensation consulting firms; reports and findings prepared by an independent human resources and compensation consulting firm retained by the Company to evaluate the reasonableness of the compensation paid to senior executives; and written and anecdotal information collected by the Human Resources Department of the Company in connection with the recruitment and retention of senior executives for the Company (including reports provided by executive recruitment firms). The compensation-related recommendations made by the Committee are referred to the Board for its review, together with all evaluations, surveys, consultant reports and findings and other information compiled by the Committee. The Board reviews the recommendations and materials provided by the Committee, and considers the recommendations in light of: the performance, financial condition, requirements, and exempt purpose goals and objectives of the Company; the performance, experience, and responsibilities of each senior executive; and the competitive market for executive talent. The recommendations also are weighed against a range of reasonable compensation established for each of the Company's executives by an independent human resources and compensation consulting firm (in 2010, Mercer), based upon independent survey sources and compensation information for functionally-comparable positions provided or made available by other regional transmission operators, independent systems operators, and other similarly situated taxable and tax-exempt organizations. Based on the foregoing, the Board makes a final decision regarding each of the elements of each senior executive's compensation, including: base salary; the current fiscal year's goals and objectives for each of the Company and the executive for each of the short-term incentive compensation plan and the long-term incentive compensation plan; changes (if any) to the Company's fringe benefit plans; the performance scores against the prior fiscal year's goals and objectives for each of the Company and the executive for each of the short-term incentive compensation plan and the long-term incentive compensation plan; and the final payments to be made in the current fiscal year under the Company's incentive compensation plans based upon those Company and individual performance scores. Each compensation-related decision of the Board is documented in the minutes of the meeting or meetings at which that decision is made, including the materials and information relied upon to make the decision, the identity of the members of the Board making the decision and a summary of the Board's deliberations and reasons underlying the decision. Those minutes are thereafter reviewed and, with any corrections agreed to by the Board, are approved at the next monthly meeting of the Board. F990_P06_S0B_L16a Form 990, Part VI, Section B, Line 16a The Company has entered into agreements to share costs for studies and other work of common interest. These cost sharing agreements are with other Independent System Operators (ISOs) and Regional Transmission Organizations (RTOs,) all of which are tax-exempt organizations except for PJM Interconnection LLC, which is a taxable entity organized as a Limited Liability Company. The Company reviews agreements entered into to safeguard its exempt status. F990_P06_S0B_L16b Form 990, Part VI, Section B, Line 16b The methodology of ISO New England's FIN 48 (ASC 740) analysis includes review and evaluation of the organizations tax exempt status, geographical scope in which it operates, and organizational and operational documents. Included in the review of the operational documents, are any joint venture arrangements. The controller reviews the objective and scope of the proposed joint venture arrangement to ensure that the Company's participation in the joint venture will continue to further the tax-exempt purpose of the organization. F990_P06_S0C_L19 Form 990, Part VI, Section C, Line 19 ISO New England makes its governing documents, conflict of interest policy (called "The Code of Conduct"), and financial statements available to the public on its website www.iso-ne.com. Each of these documents can be found on the website as follows: Governing Documents and Code of Conduct - http://www.iso-ne.com/aboutiso/corp_gov/bylaws/index.html / Financial Statements - http://www.iso-ne.com/aboutiso/fin/finstmnts/index.html. F990_P10_S00_L17 Form 990, Part X, Line 17 Amounts reported in Column (B) (End of Year) Liabilities on the 2009 Form 990 were reclassified in Column (A) (Beginning of Year) Liabilities on the 2010 990 because ISO-NE determined that reporting such amounts more accurately reflected the nature of such liabilities. Reclassifications in Column (A) on the 2010 990 were made to line 17 "Accounts Payable and Accrued Expenses", line 19 "Deferred Revenue", line 21 "Escrow or custodial account liability", and line 25 "Other liabilities". ISO New England Inc Retiree Medical Dental and Life Trust One Sullivan Road Holyoke MA 01040 137379593 Retiree Insurance MA 501(c)(9) N/A N/A 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 ISO New England Inc Retiree Medical Dental and Life Trust q 1103000 cash transaction