2012-05-08T15:12:06-05:00 2011-12-31 131459550 WEISERMAZARS LLP 399 THORNALL STREET EDISON NJ 088372246 990 2011-01-01 204821888 NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION NORT 4044462560 3353 PEACHTREE ROAD NE SUITE 600 ATLANTA GA 30326 MICHAEL A WALKER 6094528060 2012-04-30 1 JAMES M SAUSMER P00160662 7325492800 2011 2016-02-24 21:20:13Z X MICHAEL A WALKER 3353 PEACHTREE ROAD NE SUITE 600 ATLANTA GA 30326 46552096 0 X WWW.NERC.COM X 2006 NJ COORDINATING, PROMOTING, AND COMMUNICATING THE RELIABILITY OF THE BULK POWER SYSTEM OF NORTH AMERICA, BY SETTING AND ENFORCING STANDARDS, ANALYZING SYSTEM EVENTS, AND ASSESSING AND REPORTING ON THE ADEQUACY OF THE BULK POWER SYSTEM. 12 11 202 2319 0 0 0 0 39784274 46490443 20793 -4774 3901 48951 39808968 46534620 0 0 0 0 21395265 25799443 0 0 0 15399255 22366397 36794520 48165840 3014448 -1631220 33185695 28596769 30391715 17259009 2793980 11337760 TO ENHANCE THE RELIABILITY AND SECURITY OF THE BULK POWER SYSTEM IN NORTH AMERICA. 0 0 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 NORTE MEXICO. ACTING AS THE ELECTRIC RELIABILITY ORGANIZATION OF THE UNITED STATES AS CERTIFIED BY THE FEDERAL ENERGY REGULATORY COMMISSION AND FOR CANADA AS RECOGNIZED BY APPLICABLE GOVERNMENT AND REGULATORY AUTHORITIES IN SUCH COUNTRIES. 0 0 0 1 0 0 0 0 0 1 0 0 0 1 1 1 0 0 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 108 0 1 202 1 0 0 0 0 0 0 X 12 11 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 DE NC GA X X MANAGEMENT 4044462560 3353 PEACHTREE ROAD NE SUITE 600 ATLANTA GA 30326 BRUCE A SCHERR 7.00 X 95000 0 0 FRED GORBET 7.00 X 94500 0 0 JAMES M GOODRICH 1.00 X 8875 0 0 JANICE CASE 16.00 X 94500 0 0 JOHN Q ANDERSON 6.00 X 110000 0 0 KENNETH PETERSON 6.00 X 95000 0 0 PAUL F BARBER 6.00 X 85300 0 0 VICKY A BAILEY 10.00 X 85000 0 0 JOHN THILLY 6.00 X 65625 0 0 THOMAS W BERRY 9.00 X 75000 0 0 DAVID GOULDING 5.00 X 85000 0 0 GERRY W CAULEY 40.00 X X 659309 0 56843 JAN SCHORI 5.00 X 85000 0 0 DAVID N COOK 40.00 X 423071 0 50406 DAVID R NEVIUS 40.00 X 360795 0 55343 MARK T WEATHERFORD 40.00 X 324940 0 11872 GERARD ADAMSKI 40.00 X 92439 0 25582 JULIE A MORGAN 40.00 X 203974 0 35700 LYNN P COSTANTINI 40.00 X 200107 0 30754 MICHAEL A WALKER 40.00 X 371837 0 56812 HERB SCHRAYSHUEN 40.00 X 250198 0 17504 JANET SENA 40.00 X 243829 0 22213 MARK LAUBY 40.00 X 207826 0 54062 TOM GALLOWAY 40.00 X 260018 0 17900 REBECCA MICHAEL 40.00 X 249111 0 56758 ROBERT CUMMINGS 40.00 X 208923 0 56739 EARL SHOCKLEY 40.00 X 200274 0 51840 HOLLY HAWKINS 40.00 X 220894 0 45278 MICHAEL MOON 40.00 X 214476 0 31635 5670821 0 677241 97 0 1 0 OATI 3660 TECHNOLOGY DRIVE NE MINNEAPOLIS MN 55418 TADS DEVELOPMENT 2379500 SMARTCLOUD INC 19 CROSBY DRIVE SUITE 350 BEDFORD MA 01730 IT SOFTWARE DEVELOPMENT AND PROFESSIONAL 874168 GRID PROTECTION ALLIANCE INC 7019 WEST PLUTO AVENUE GLENDALE AZ 85308 NASPI CONTRACT 725942 DELOITTE AND TOUCHE LLP PO BOX 7247-6446 PHILADELPHIA PA 19170 PROJECT CONSULTING 725614 SCHIFF HARDIN & WAITE 6600 SEARS TOWER CHICAGO IL 606066473 LEGAL 695764 30 ASSESSMENTS 900099 41106965 41106965 PENALTY SANCTIONS 900099 2412500 2412500 TESTING FEES 900099 2333524 2333524 WORKSHOPS 900099 400850 400850 SERVICE AND SOFTWARE 900099 236604 236604 46490443 12702 12702 17476 -17476 -17476 -17476 MISCELLANEOUS 900099 48951 48951 48951 46534620 46490443 0 44177 4577143 15103897 2172130 2697811 1248462 886225 150486 65552 659700 2016490 2466783 921633 1217872 163526 CONTRACT SERVICES 10730155 OTHER SERVICES 1209349 TELEPHONE AND INTERNET 1078191 WORKSHOP EXPENSE 407822 392613 48165840 17384730 13989130 10016677 5027020 2890791 3542891 536521 551841 7934382 2845496 2004118 5088886 352858 397001 33185695 28596769 4152678 7662695 24143163 7319204 2095874 2277110 30391715 17259009 X 2793980 11337760 2793980 11337760 33185695 28596769 X -1631220 10175000 X 0 1 1 X 0 0 0 0 43519465 150995 150995 100000 50995 897308 278560 618748 5039489 2272449 2767040 1997585 294487 1703098 5088886 DEFERRED COMPENSATION 346490 ACCRUED RETIREMENT 1621622 RETIREE MEDICAL LIABILITY 248139 401 SAVING PLAN WITHHOLDING 60859 2277110 46534620 48165840 -1631220 10175000 10175000 8543780 46552096 0 46552096 -17476 -17476 46534620 48183316 17476 17476 48165840 0 48165840 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: THE CORPORATION IS NO LONGER SUBJECT TO FEDERAL AND STATE TAX EXAMINATIONS BY THE RESPECTIVE TAXING AUTHORITIES FOR THE YEARS PRIOR TO 2008. PART XI, LINE 7 - PENALTY SANCTIONS INCOME NOT RECOGNIZED IN PRIOR YEAR $10,175,000 PART XII, LINE 4B - LOSS ON DISPOSAL OF FIXED ASSETS ($17,476) PART XIII, LINE 2D - LOSS ON DISPOSAL OF FIXED ASSETS $17,476 CANADA 0 1 PROGRAM SERVICES REGULATORY OBLIGATIONS 4992881 MEXICO 0 0 PROGRAM SERVICES REGULATORY OBLIGATIONS 124091 0 1 0 0 0 1 5116972 0 5116972 0 0 0 0 0 0 SCHEDULE F, PART I, LINE 3: EXPENDITURES ARE ACCOUNTED FOR BASED UPON THE LOCATION OF THE ACTIVITIES. X 1 1 X X X X 1 0 0 GERRY W CAULEY 420782 0 212500 0 26027 0 32500 0 24343 0 716152 0 0 0 DAVID N COOK 292594 0 110912 0 19565 0 32500 0 17906 0 473477 0 0 0 DAVID R NEVIUS 256090 0 92160 0 12545 0 32500 0 22843 0 416138 0 0 0 MARK T WEATHERFORD 278798 0 46142 0 0 0 11025 0 847 0 336812 0 0 0 JULIE A MORGAN 136334 0 67640 0 0 0 22726 0 12974 0 239674 0 0 0 LYNN P COSTANTINI 126413 0 73694 0 0 0 30754 0 0 0 230861 0 0 0 MICHAEL A WALKER 263442 0 97200 0 11195 0 32500 0 24312 0 428649 0 0 0 HERB SCHRAYSHUEN 222228 0 27970 0 0 0 16525 0 979 0 267702 0 0 0 JANET SENA 188323 0 55506 0 0 0 21275 0 938 0 266042 0 0 0 MARK LAUBY 163452 0 44374 0 0 0 29769 0 24293 0 261888 0 0 0 TOM GALLOWAY 211458 0 48560 0 0 0 17900 0 0 0 277918 0 0 0 REBECCA MICHAEL 186464 0 57977 0 4670 0 32500 0 24258 0 305869 0 0 0 ROBERT CUMMINGS 162457 0 46466 0 0 0 32446 0 24293 0 265662 0 0 0 EARL SHOCKLEY 159078 0 41196 0 0 0 22556 0 29284 0 252114 0 0 0 HOLLY HAWKINS 171657 0 49237 0 0 0 27490 0 17788 0 266172 0 0 0 MICHAEL MOON 167498 0 46978 0 0 0 30057 0 1578 0 246111 0 0 0 PART I, LINE 1A TEMPORARY RELOCATION HOUSING ALLOWANCES MAY BE PART OF THE COMPENSATION PACKAGE. THE AMOUNT IS AGREED UPON IN ADVANCE AND INCLUDED IN THE WRITTEN OFFER LETTER. AMOUNTS PAID AS HOUSING ALLOWANCES ARE INCLUDED IN GROSS TAXABLE COMPENSATION. PART I, LINE 4A JULIE MORGAN, ASSISTANT SECRETARY & ASSISTANT TREASURER, $53,204.33. GERALD W CAULEY CEO 0 DELEGATION AGREEMENT 0 UNDER SECTION 215 OF THE FEDERAL POWER ACT, THE ORGANIZATION HAS AUTHORITY TO DELEGATE CERTAIN AUTHORITY TO A REGIONAL ENTITY. NERC HAS DELEGATED SUCH AUTHORITY TO SERC RELIABILITY CORPORATION FOR THE SERC REGION. THAT DELEGATION AGREEMENT HAS BEEN APPROVED BY THE FEDERAL ENERGY REGULATORY COMMISSION. PRIOR TO BECOMING CEO OF NERC, MR. CAULEY WAS CEO OF SERC RELIABILITY CORPORATION. FORM 990, PART VI, SECTION A, 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, SECTION A, LINE 7A THE 11 INDEPENDENT TRUSTEES ARE ELECTED BY THE MEMBER REPRESENTATIVES COMMITTEE, WHICH IS ELECTED BY THE MEMBERS. FORM 990, PART VI, SECTION A, LINE 7B THE MEMBER REPRESENTATIVES COMMITTEE AND THE BOARD OF TRUSTEES MUST EACH APPROVE CHANGES TO THE BYLAWS. CHANGES TO THE BYLAWS AND THE ORGANIZATION'S RULES OF PROCEDURE 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, SECTION B, LINE 11 THE ORGANIZATION MUST USE THE FOLLOWING PROCESS FOR PREPARATION AND REVIEW OF ITS IRS FORM 990: (1) EACH YEAR THE 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 SHALL REVIEW THE DRAFT FORM 990. (3) PRIOR TO FILING THE FORM 990 EACH YEAR, THE DRAFT FORM 990 SHALL BE SENT TO ALL MEMBERS OF THE BOARD OF TRUSTEES FOR REVIEW, AND THE FINANCE AND AUDIT COMMITTEE AND THE CORPORATE GOVERNANCE AND HUMAN RESOURCES COMMITTEE SHALL INCLUDE 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 SHALL RECORD THE TIMING AND NATURE OF THAT REVIEW. (5) THE CHIEF FINANCIAL OFFICER SHALL PREPARE 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, SECTION B, LINE 12C THE ORGANIZATION'S CONFLICT OF INTEREST AND BUSINESS ETHICS POLICY FOR TRUSTEES, OFFICERS, AND EMPLOYEES REQUIRES 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, SECTION B, LINE 15 NERC USES THE FOLLOWING PROCESSES FOR DETERMINING THE ANNUAL COMPENSATION OF INDEPENDENT TRUSTEES, THE CHIEF EXECUTIVE OFFICER, OTHER OFFICERS, AND KEY EMPLOYEES. A. INDEPENDENT TRUSTEES - THE CORPORATE GOVERNANCE AND HUMAN RESOURCES COMMITTEE REVIEWS THE COMPENSATION PLAN FOR INDEPENDENT TRUSTEES AT THE BEGINNING OF EACH BUDGET CYCLE. THE COMMITTEE EVALUATES THE AMOUNT OF WORK AND LEVEL OF RESPONSIBILITY TRUSTEES ARE BEING ASKED TO UNDERTAKE AND EXAMINES COMPARABILITY DATA OF REPRESENTATIVE ORGANIZATIONS AS PART OF THAT REVIEW. THE COMMITTEE DISCUSSES POTENTIAL CHANGES TO THE TRUSTEE COMPENSATION PLAN DURING AN OPEN COMMITTEE MEETING, AND REPORTS ITS RECOMMENDATIONS FOR ANY CHANGES TO THE BOARD OF TRUSTEES AT AN OPEN MEETING OF THE BOARD. CHANGES TO THE COMPENSATION PLAN FOR INDEPENDENT TRUSTEES MUST BE APPROVED BY THE BOARD IN OPEN SESSION. THE RECOMMENDATIONS AND DECISIONS OF THE COMMITTEE AND BOARD MUST BE DOCUMENTED IN THE MINUTES. ANY CHANGES TAKE EFFECT AT THE BEGINNING OF THE FOLLOWING YEAR. B. CHIEF EXECUTIVE OFFICER - 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 AND TAKING ACCOUNT OF THE DEGREE TO WHICH THE ORGANIZATION AND CEO HAVE ACHIEVED THEIR ANNUAL GOALS. THE COMMITTEE MAKES USE OF COMPARABILITY DATA AS PART OF ITS CONSIDERATION. THE RECOMMENDATIONS OF THE COMMITTEE AND DECISION OF THE BOARD MUST BE DOCUMENTED IN THE MINUTES. C. OTHER OFFICERS - THE ANNUAL COMPENSATION, INCLUDING INCENTIVE COMPENSATIONS, OF THE OFFICERS IS REVIEWED AND APPROVED BY THE CORPORATE GOVERNANCE AND HUMAN RESOURCES COMMITTEE, AFTER RECOMMENDATIONS FROM THE CEO. THE COMMITTEE EXAMINES COMPARABILITY DATA IN CONJUNCTION WITH ITS REVIEW AS WELL AS THE DEGREE TO WHICH THE ORGANIZATION AND INDIVIDUAL HAVE ACHIEVED ESTABLISHED ANNUAL GOALS. THE DECISIONS OF THE COMMITTEE MUST BE DOCUMENTED IN THE MINUTES. D. KEY EMPLOYEES - THE ANNUAL COMPENSATION OF OTHER KEY EMPLOYEES IS DETERMINED BY THE CEO, TAKING ACCOUNT OF THE DEGREE TO WHICH ORGANIZATIONAL AND PERSONAL GOALS HAVE BEEN ACHIEVED, AFTER CONSULTATION WITH THE CORPORATE GOVERNANCE AND HUMAN RESOURCES COMMITTEE CONCERNING OVERALL CORPORATE SALARY STRUCTURE. THE CEO USES COMPARABILITY DATA AS PART OF THE CONSIDERATION. THE RECOMMENDATIONS OF THE CEO MUST BE DOCUMENTED IN A MEMORANDUM TO THE CHIEF FINANCIAL OFFICER AND THE CHAIRMAN OF THE CORPORATE GOVERNANCE AND HUMAN RESOURCES COMMITTEE. FORM 990, PART VI, SECTION C, 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 WRITTEN REQUEST TO THE ORGANIZATION AS ADDRESSED. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: PRIOR PERIOD ADJUSTMENTS: 10,175,000.