Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
ISO NEW ENGLAND INC
Employer identification number
04-3372500
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (see instructions)
..................
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here........................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2012.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2011.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
0
0
244,321
309,118
534,206
1,087,645
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
120,488,960
123,532,679
127,868,544
139,240,910
148,307,553
659,438,646
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
0
0
0
0
0
0
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
0
0
0
0
0
0
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
0
0
0
0
0
6
Total. Add lines 1 through 5.
120,488,960
123,532,679
128,112,865
139,550,028
148,841,759
660,526,291
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
0
0
0
0
0
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
54,455,637
54,563,432
55,585,806
61,085,961
63,914,104
289,604,940
c
Add lines 7a and 7b..
54,455,637
54,563,432
55,585,806
61,085,961
63,914,104
289,604,940
8
Public support (Subtract line 7c from line 6.)
370,921,351
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
9
Amounts from line 6...
120,488,960
123,532,679
128,112,865
139,550,028
148,841,759
660,526,291
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
82,527
11,992
12,009
13,914
6,477
126,919
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
0
0
0
0
0
0
c
Add lines 10a and 10b.
82,527
11,992
12,009
13,914
6,477
126,919
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
0
0
0
0
0
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
0
0
0
0
0
0
13
Total support. (Add lines 9, 10c, 11, and 12.)..
120,571,487
123,544,671
128,124,874
139,563,942
148,848,236
660,653,210
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
56.145 %
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
55.234 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
0.019 %
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
0.045 %
19a
33 1/3% support tests—2012.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2011.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2012
Additional Data
Software ID:
12000197
Software Version:
v1.00
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
ISO NEW ENGLAND INC
Employer identification number
04-3372500
Identifier
Return Reference
Explanation
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_L11b
Form 990, Part VI, Section B, Line 11b
The Form 990 is prepared by the Lead Financial Analyst and then reviewed and commented upon by the Supervisor, Budget and Financial Reporting and the Director, Finance & Accounting. 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 Deputy General Counsel, 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, the Code of Conduct. 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 2012, 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 Director, Finance & Accounting reviews the objective and the scope of any joint venture arrangement, together with any documents memorializing the joint venture arrangement, to safeguard the assets and tax-exempt status of the Company and to ensure that the Company's participation in the joint venture furthers its tax exempt purpose.
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.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.