2024-11-12T12:40:34-06:00 2023-12-31 861065772 DELOITTE TAX LLP 1001 WOODWARD AVE SUITE 700 DETROIT MI 48226 990 2023-01-01 431827033 MIDCONTINENT INDEPENDENT SYSTEM OPERATOR INC MIDC 3172495400 720 CITY CENTER DR CARMEL IN 46032 MELISSA BROWN SENIOR VP & CFO 3172495400 2024-11-12 1 0 KRISTYN FORSTER P01704059 3133963000 2023 2024-10-15 13:58:12Z JOHN BEAR 720 CITY CENTER DR CARMEL IN 46032 550977518 0 X WWW.MISOENERGY.ORG X 1998 DE MONITOR AND CONTROL ELECTRIC TRANSMISSION SYSTEM TO PROVIDE NON-DISCRIMINATORY OPEN-ACCESS TO ALL CUSTOMERS AND ENSURE SAFE, RELIABLE, AND EFFICIENT OPERATION FOR THE BENEFIT OF ALL CUSTOMERS. 10 9 1246 0 0 0 102196 119528 413011327 400881164 45463391 147062616 2268517 540559 460845431 548603867 0 0 0 0 204821249 219677450 0 0 0 256024182 328926417 460845431 548603867 0 0 3566306365 2918427543 3566306365 2918427543 0 0 X MONITOR AND CONTROL ELECTRIC TRANSMISSION SYSTEM TO PROVIDE NON-DISCRIMINATORY OPEN-ACCESS TO ALL CUSTOMERS AND ENSURE SAFE, RELIABLE, AND EFFICIENT OPERATION FOR THE BENEFIT OF ALL CUSTOMERS. 0 0 473351632 0 401421723 ON DECEMBER 19, 2001, MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC. (MISO OR THE COMPANY) BECAME THE NATION'S FIRST REGIONAL TRANSMISSION ORGANIZATION (RTO) APPROVED BY THE FEDERAL ENERGY REGULATORY COMMISSION (THE FERC). AS AN RTO, MISO PROVIDES TRANSMISSION SERVICE ON BEHALF OF ITS MEMBERS WHO OWN TRANSMISSION ASSETS. IN ADDITION, MISO IS A NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC) CERTIFIED RELIABILITY COORDINATOR. IN THAT CAPACITY, MISO MONITORS THE FLOW OF ELECTRICITY OVER THE TRANSMISSION SYSTEMS OF ITS MEMBERS WHO OWN TRANSMISSION ASSETS. MISO WAS INCORPORATED AS A DELAWARE NON-STOCK, NONPROFIT CORPORATION IN MARCH 1998. THE COMPANY IS GOVERNED BY AN INDEPENDENT BOARD OF DIRECTORS. MEMBERSHIP IN MISO IS OPEN TO OWNERS OF ELECTRIC TRANSMISSION FACILITIES AS WELL AS OTHER PARTICIPANTS IN THE ELECTRIC ENERGY MARKET. FIFTY-FOUR TRANSMISSION OWNERS WITH MORE THAN 75,000 MILES OF TRANSMISSION LINES, 191,000 MEGAWATTS OF ELECTRIC GENERATION, AND APPROXIMATELY $37.9 BILLION IN INSTALLED GROSS TRANSMISSION ASSETS ARE CURRENTLY PARTICIPATING IN MISO. ON DECEMBER 15, 2001, THE COMPANY BEGAN PROVIDING RELIABILITY COORDINATION SERVICES TO THE TRANSMISSION-OWNING MEMBERS OF MISO AND THEIR CUSTOMERS. ON THE SAME DATE, MISO ALSO BEGAN PROVIDING OPERATIONS PLANNING, GENERATION INTERCONNECTION, MAINTENANCE COORDINATION, LONG-TERM REGIONAL PLANNING, MARKET MONITORING, AND DISPUTE RESOLUTION SERVICES. THE COMPANY COMMENCED SUBSTANTIALLY ALL OPERATIONS ON FEBRUARY 1, 2002, THE DATE MISO BEGAN PROVIDING REGIONAL TRANSMISSION SERVICE UNDER ITS FERC-ACCEPTED OPEN ACCESS TRANSMISSION AND ENERGY MARKETS TARIFF (THE TARIFF). ON APRIL 1, 2005, MISO FORMALLY BEGAN OPERATING ITS MARKET-BASED CONGESTION MANAGEMENT SYSTEM WHICH FEATURES THE FOLLOWING: - DAY-AHEAD ENERGY MARKET - REAL-TIME ENERGY MARKET - FINANCIAL TRANSMISSION RIGHTS (FTR) MARKET THE DAY-AHEAD AND REAL-TIME ENERGY MARKETS ARE DESIGNED TO RELIABLY MAKE THE MOST EFFICIENT USE OF ALL GENERATION AND TRANSMISSION RESOURCES WITHIN THE REGION BASED ON BIDS AND OFFERS SUBMITTED BY MARKET PARTICIPANTS. THE DAY-AHEAD AND REAL-TIME ENERGY MARKETS PRICE TRANSMISSION SYSTEM CONGESTION THROUGH THE USE OF LOCATIONAL MARGINAL PRICING (LMP) ALGORITHMS. THE FINANCIAL TRANSMISSION RIGHTS MARKET PROVIDES A MEANS OF HEDGING LMP-BASED CONGESTION COSTS. ON JANUARY 6, 2009, MISO BEGAN OPERATING A MARKET FOR ANCILLARY SERVICES. THE ANCILLARY SERVICES MARKET INTEGRATES THE PROCUREMENT AND USE OF REGULATION AND CONTINGENCY RESERVES WITH THE EXISTING REAL-TIME ENERGY MARKET. MISO ALSO BECAME AN NERC-CERTIFIED BALANCING AUTHORITY ON JANUARY 6, 2009. 473351632 0 0 0 1 0 0 0 0 0 1 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 143 0 1 1246 1 0 0 0 0 0 0 1 0 X 10 9 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 DC IN X MELISSA BROWN 3172595400 720 CITY CENTER DRIVE CARMEL IN 46032 JOHN BEAR CEO 40.00 0.00 X X 4705329 0 52600 TODD RABA DIRECTOR 10.00 0.00 X 201750 0 0 NANCY LANGE DIRECTOR 10.00 0.00 X 191750 0 0 THERESA WISE DIRECTOR 10.00 0.00 X 189750 0 0 HORACE DOGGETT DIRECTOR 10.00 0.00 X 189500 0 0 MARK JOHNSON DIRECTOR 10.00 0.00 X 187500 0 0 PHYLLIS CURRIE DIRECTOR 10.00 0.00 X 187500 0 0 ROBERT LURIE DIRECTOR 10.00 0.00 X 185500 0 0 BARBARA KRUMSIEK DIRECTOR 10.00 0.00 X 183500 0 0 JODY DAVIDS DIRECTOR 10.00 0.00 X 178000 0 0 CLAIR MOELLER PRESIDENT 40.00 0.00 X 1791948 0 47399 MELISSA BROWN SENIOR VP & CFO 40.00 0.00 X 1144882 0 44242 ANDRE PORTER SVP & GENERAL COUNSEL 40.00 0.00 X 1063647 0 56846 JENNIFER CURRAN SVP - PLAN & OP & CHIEF COMP. OFF. 40.00 0.00 X 1061497 0 34908 TODD RAMEY SVP - MARKETS & DIGITAL STRATEGY 40.00 0.00 X 992390 0 52600 RICHARD WAYNE SCHUG VP - STRAT & BUS DVLPMNT 40.00 0.00 X 686744 0 66120 TODD HILLMAN SVP & CHIEF CUSTOMER OFFICER 40.00 0.00 X 668803 0 13818 KERI GLITCH VP & CHIEF INFO SECURITY (THRU 6/23) 40.00 0.00 X 606818 0 21816 ALLEGRA NOTTAGE VP - HR & CHIEF DIVERSITY OFFICER 40.00 0.00 X 601798 0 40872 MELISSA SEYMOUR VP - EXTERNAL AFFAIRS (THRU 8/23) 40.00 0.00 X 581051 0 42544 RENUKA CHATTERJEE VP - OPERATIONS 40.00 0.00 X 579639 0 55189 AUBREY JOHNSON VP - SYSTEM PLANNING 40.00 0.00 X 568247 0 45068 TIMOTHY CAISTER DEPUTY GENERAL COUNSEL 40.00 0.00 X 570292 0 30060 KRISTINA TRIDICO DEPUTY GENERAL COUNSEL 40.00 0.00 X 565216 0 36055 BRIAN TULLOH E.D. STRAT. COMMS. & POLICY COORD. 40.00 0.00 X 541499 0 51986 ERIC STEPHENS E.D. SECURITY & FACILITIES 40.00 0.00 X 489777 0 34618 SCOTT WRIGHT E.D. RESOURCE PLANNING 40.00 0.00 X 482464 0 52530 RICHARD DOYING FORMER OFFICER 0.00 0.00 X 682681 0 0 20079472 0 779271 555 1 1 0 GE ENERGY MANAGEMENT SERVICES LLC 10865 WILLOWS ROAD REDMOND WA 98052 SOFTWARE SERVICES 13386274 MONUMENT CONSULTING LLC 3659 WESTMERRE PKWY RICHMOND VA 23233 PROFESSIONAL SERVICES 12298314 POTOMAC ECONOMICS 9990 FAIRFAX BLVD FAIRFAX VA 22030 INDEPENDENT MARKET MONITOR 9878050 TECHNOLOGY SITE PLANNERS INC 8188 BUSINESS WAY PLAIN CITY OH 43064 PROPERTY MANAGEMENT 5553886 UTILICAST PO BOX 38 KIRKLAND WA 98083 PROFESSIONAL SERVICES 3916661 84 119528 119528 COST RECOVERY ADDER 221000 305628841 305628841 FERC ASSESSMENT 221000 67379553 67379553 ENGINEERING STUDIES 221000 26102470 26102470 CONTRACT REVENUE 221000 465309 465309 OTHER TARIFF REVENUE 221000 128917 128917 1176074 1176074 400881164 149436267 149436267 2373651 -2373651 -2373651 -2373651 REGULATORY CREDITS 221000 540559 540559 540559 548603867 401421723 0 147062616 X 17321565 5782275 11539290 682681 682681 152241076 122454259 29786817 13583895 10020081 3563814 23307426 18284163 5023263 12540807 9433416 3107391 3447330 2610510 836820 203310 203310 60401437 54467524 5933913 7091 153 6938 6009164 4492254 1516910 32107351 30048224 2059127 13506943 10228208 3278735 5445318 2358346 3086972 1093816 873714 220102 98418705 98418705 30369254 30369254 3328079 3328079 FERC ASSESSMENT 67379553 67379553 0 REPAIRS AND MAINTENANCE 3046912 2307291 739621 DUES AND SUBSCRIPTIONS 2139857 1585907 553950 PENALTY 815000 815000 0 1207297 740114 467183 548603867 473351632 75252235 0 21608318 26159180 3305071352 2646134530 29037504 33074267 22459150 29919304 628118417 550568662 89587718 77549755 98542323 105590507 3566306365 2918427543 113638448 119625274 12360502 8899802 274355945 274394037 3165951470 2515508430 3566306365 2918427543 X 0 0 0 0 3566306365 2918427543 0 0 X 0 1 X 1 0 0 1 0 4382789 4382789 76734182 53883887 22850295 41612506 35590103 6022403 88317763 76159456 12158307 417071177 384935216 32135961 77549755 CUSTOMER DEPOSITS 2444220424 MARKET PARTICIPANT LIABILITY 52567570 OBLIGATIONS UNDER OPERATING LEASES (ASC 842) 18720436 2515508430 550977518 0 550977518 -2373651 -2373651 548603867 550977518 2373651 2373651 548603867 0 548603867 PART XI, LINE 4B - OTHER ADJUSTMENTS: OTHER LOSSES -2,373,651. X X 1 1 X X X X 1 1 0 0 0 0 0 1 0 JOHN BEAR CEO 963490 0 2187328 0 1554511 0 22500 0 30100 0 4757929 0 1559412 0 CLAIR MOELLER PRESIDENT 535983 0 1092373 0 163592 0 22500 0 24899 0 1839347 0 157943 0 MELISSA BROWN SENIOR VP & CFO 447543 0 605181 0 92158 0 22500 0 21742 0 1189124 0 96791 0 ANDRE PORTER SVP & GENERAL COUNSEL 437111 0 550782 0 75754 0 22500 0 34346 0 1120493 0 76787 0 JENNIFER CURRAN SVP - PLAN & OP & CHIEF COMP. OFF. 433682 0 553654 0 74161 0 0 0 34908 0 1096405 0 77161 0 TODD RAMEY SVP - MARKETS & DIGITAL STRATEGY 421799 0 501998 0 68593 0 22500 0 30100 0 1044990 0 66749 0 RICHARD WAYNE SCHUG VP - STRAT & BUS DVLPMNT 323007 0 312679 0 51058 0 22500 0 43620 0 752864 0 57993 0 RICHARD DOYING FORMER OFFICER 0 0 675498 0 7183 0 0 0 0 0 682681 0 7183 0 TODD HILLMAN SVP & CHIEF CUSTOMER OFFICER 94455 0 524846 0 49502 0 0 0 13818 0 682621 0 0 0 ALLEGRA NOTTAGE VP - HR & CHIEF DIVERSITY OFFICER 360937 0 239707 0 1154 0 22500 0 18372 0 642670 0 0 0 RENUKA CHATTERJEE VP - OPERATIONS 294151 0 287650 0 -2162 0 22500 0 32689 0 634828 0 0 0 KERI GLITCH VP & CHIEF INFO SECURITY (THRU 6/23) 154318 0 368960 0 83540 0 0 0 21816 0 628634 0 57602 0 MELISSA SEYMOUR VP - EXTERNAL AFFAIRS (THRU 8/23) 176617 0 273019 0 131415 0 22500 0 20044 0 623595 0 0 0 AUBREY JOHNSON VP - SYSTEM PLANNING 314784 0 258253 0 -4790 0 22500 0 22568 0 613315 0 0 0 KRISTINA TRIDICO DEPUTY GENERAL COUNSEL 288577 0 276987 0 -348 0 6000 0 30055 0 601271 0 0 0 TIMOTHY CAISTER DEPUTY GENERAL COUNSEL 293791 0 282543 0 -6042 0 0 0 30060 0 600352 0 0 0 BRIAN TULLOH E.D. STRAT. COMMS. & POLICY COORD. 280623 0 264411 0 -3535 0 22500 0 29486 0 593485 0 0 0 SCOTT WRIGHT E.D. RESOURCE PLANNING 258205 0 230029 0 -5770 0 22500 0 30030 0 534994 0 0 0 ERIC STEPHENS E.D. SECURITY & FACILITIES 263409 0 224701 0 1667 0 22500 0 12118 0 524395 0 0 0 TODD RABA DIRECTOR 201750 0 0 0 0 0 0 0 0 0 201750 0 0 0 NANCY LANGE DIRECTOR 191750 0 0 0 0 0 0 0 0 0 191750 0 0 0 THERESA WISE DIRECTOR 189750 0 0 0 0 0 0 0 0 0 189750 0 0 0 HORACE DOGGETT DIRECTOR 189500 0 0 0 0 0 0 0 0 0 189500 0 0 0 MARK JOHNSON DIRECTOR 187500 0 0 0 0 0 0 0 0 0 187500 0 0 0 PHYLLIS CURRIE DIRECTOR 187500 0 0 0 0 0 0 0 0 0 187500 0 0 0 ROBERT LURIE DIRECTOR 185500 0 0 0 0 0 0 0 0 0 185500 0 0 0 BARBARA KRUMSIEK DIRECTOR 183500 0 0 0 0 0 0 0 0 0 183500 0 0 0 JODY DAVIDS DIRECTOR 178000 0 0 0 0 0 0 0 0 0 178000 0 0 0 PART I, LINE 1A MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC. USED CHARTER TRAVEL DURING CALENDAR YEAR 2023. NON-QUANTITATIVE FACTORS, AS WELL AS THE COST BENEFIT, WERE CONSIDERED FOR EACH TRIP. ALL EMPLOYEES ARE ABLE TO USE CHARTER TRAVEL. IT IS NOT INCLUDED IN TAXABLE INCOME AS IT IS A BUSINESS EXPENSE. RESIDENCE (APARTMENT) IN CARMEL IS AVAILABLE FOR OFFICERS THAT DO NOT LIVE IN CARMEL, IN LIEU OF A HOTEL, AFTER A COST-BENEFIT ANALYSIS WAS DONE WHICH REVEALED IT WAS MORE COST EFFECTIVE. HOUSING IS NOT INCLUDED IN TAXABLE INCOME AS IT IS A BUSINESS EXPENSE. PART I, LINE 4A: UNDER AN INVOLUNTARY TERMINATION DUE TO POSITION ELIMINATION FROM A JOB RESTRUCTURING, REDUCTION IN FORCE, OR REORGANIZATION, AN EMPLOYEE IS ELIGIBLE FOR SEVERANCE BENEFITS INCLUDING, SALARY CONTINUATION, PAYMENT OF COBRA, AND OUTPLACEMENT SERVICES. SEVERANCE PAYMENTS ARE DETERMINED BY A BASELINE SEVERANCE, I.E., THE EMPLOYEE'S GRADE AT MISO AS OF THE SEVERANCE DATE, AND YEARS OF CONSECUTIVE SERVICE. THE EMPLOYEE IS REQUIRED TO SIGN A RELEASE IN ORDER TO RECEIVE THE SEVERANCE COMPENSATION AND BENEFITS. SEVERANCE PAYMENTS WERE MADE DURING CALENDAR YEAR 2023 TO THE FOLLOWING LISTED PERSON IN PART VII: MELISSA SEYMOUR - $115,850 PART I, LINE 4B: THE CONTRIBUTIONS CREDITED TO A PARTICIPANT'S SERP ACCOUNT FOR A GIVEN PLAN YEAR SHALL BE EQUAL TO THE FOLLOWING AMOUNTS: A. THE AMOUNT OF EMPLOYER CONTRIBUTIONS CREDITED TO A PARTICIPANT'S ACCOUNT FOR A GIVEN PLAN YEAR SHALL BE EQUAL TO 15% OF THE PARTICIPANT'S PLAN YEAR COMPENSATION. B. EMPLOYER MAY, AT ITS SOLE DISCRETION, MAKE ADDITIONAL CONTRIBUTIONS FOR ANY ONE PARTICIPANT OR ALL PARTICIPANTS. C. THE CONTRIBUTION FOR CEO COMPENSATION SHALL BE 20% OF PLAN YEAR COMPENSATION. FOR THE PURPOSE OF DETERMINING THE EMPLOYER CONTRIBUTION, THE PARTICIPANT'S PLAN YEAR COMPENSATION SHALL BE PRORATED FOR A PARTIAL PLAN YEAR OF ACTIVE PARTICIPATION. THE EMPLOYER MAY, AT ITS SOLE DISCRETION, MAKE ADDITIONAL CONTRIBUTIONS FOR ANY ONE PARTICIPANT OR ALL PARTICIPANTS OF THE PLAN YEAR FOR WHICH THE CONTRIBUTIONS ARE MADE. PART I, LINE 7: EVERY REGULAR FULL TIME EMPLOYEE HAS THE OPPORTUNITY TO EARN AN INCENTIVE AWARD BASED ON THE ACHIEVEMENT OF CORPORATE GOALS. WHEN ELIGIBILITY IS ESTABLISHED, A TARGET PAYOUT FOR SHORT TERM INCENTIVE PERFORMANCE IS ESTABLISHED FOR THE EMPLOYEE. THIS TARGET MAY DEPEND ON A NUMBER OF FACTORS INCLUDING THE EMPLOYEE'S ROLE IN THE ORGANIZATION, THE EMPLOYEE'S IMPACT ON ACHIEVING THE LONG TERM GOALS, OR MARKET FACTORS. THESE TARGETS MAY BE ADJUSTED FOR INDIVIDUAL EMPLOYEES AT THE DISCRETION OF THE BOARD OR THE CHIEF EXECUTIVE OFFICER FOR NON-OFFICER PLAN PARTICIPANTS. FORM 990, PART VI, SECTION A, LINE 6 MEMBERS OR STOCKHOLDERS MEMBER CAN BE A REPRESENTATIVE OF ONE ENTITY OR MAY BE A SINGLE MEMBERSHIP REPRESENTING SEVERAL ENTITIES THAT SHARE A MEMBERSHIP AND HOLD A SINGLE VOTE. APPLICANTS MAY JOIN ONE OF TEN SECTORS: TRANSMISSION OWNER; INDEPENDENT POWER PRODUCERS AND EXEMPT WHOLESALE GENERATORS; POWERMARKETERS AND BROKERS; MUNICIPALS, COOPERATIVES, AND TRANSMISSION DEPENDENT UTILITIES; PUBLIC CONSUMER ADVOCATES; STATE REGULATORY AUTHORITIES; ENVIRONMENTAL/OTHER ADVOCATES; ELIGIBLE END USE CUSTOMERS; COMPETITIVE TRANSMISSION DEVELOPERS; OR COORDINATING MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A POWER TO ELECT OR APPOINT MEMBERS ARTICLE TWO, SECTION V(B)(5) OF THE TRANSMISSION OWNERS AGREEMENT SETS OUT THE VOTING RIGHTS OF ALL MEMBERS OF MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC. MEMBERS ARE DEFINED IN THE TRANSMISSION OWNERS AGREEMENT AS A PERSON OR BUSINESS ENTITY WHICH IS (I) AN ELIGIBLE CUSTOMER, AS DEFINED IN THE TARIFF, OR (II) AN OWNER, AS DEFINED HEREIN, AND WHICH PAYS TO MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC. THE NON-REFUNDABLE MEMBERSHIP FEES AS REQUIRED HEREIN. FORM 990, PART VI, SECTION B, LINE 11B PROCESS TO REVIEW THE FORM 990 AN OUTSIDE ACCOUNTING FIRM PREPARES THE RETURN BASED ON INFORMATION PROVIDED BY THE FILING ORGANIZATION. THE CFO, PRESIDENT & CEO, AND LEGAL DEPARTMENT COMPLETE THE INITIAL REVIEW. THE BOARD OF DIRECTORS IS THEN PRESENTED WITH COPIES AND ARE GIVEN THE OPPORTUNITY TO ASK QUESTIONS AND PROVIDE COMMENTS TO THE EXECUTIVE TEAM BEFORE THE RETURN IS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C MONITORING AND ENFORCEMENT OF COMPLIANCE WITH CONFLICT OF INTEREST CONFLICTS OF INTEREST ARE ADDRESSED IN BOTH THE MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC. (MISO) EMPLOYEE HANDBOOK AS WELL AS IN THE STANDARDS OF CONDUCT, FOUND IN THE TRANSMISSION OWNERS AGREEMENT, WHICH IS PART OF MISO'S TARIFF. THE HANDBOOK IS REVIEWED AT NEW HIRE ORIENTATION AND ALL NEW HIRES VERIFY THAT THEY HAVE READ AND UNDERSTAND THE HANDBOOK. THE HANDBOOK IS ALSO PART OF MISO'S ANNUAL RECERTIFICATION PROCESS, IN WHICH ALL EMPLOYEES, ON AN ANNUAL BASIS, CERTIFY THAT THEY HAVE REVIEWED THE HANDBOOK AND AGREE TO COMPLY WITH THE HANDBOOK (INCLUDING ITS CONFLICT OF INTEREST PROVISIONS) AND OTHER MISO POLICIES. EACH MEMBER OF MISO'S BOARD OF DIRECTORS RECEIVES ANNUAL TRAINING ON THE STANDARDS OF CONDUCT AND CERTIFIES THAT THEY ARE COMPLIANT WITH THE STANDARDS OF CONDUCT, INCLUDING THE CONFLICT OF INTEREST PROVISIONS. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION THE BOARD RETAINS THE SERVICE OF EXPERT OUTSIDE EXECUTIVE COMPENSATION CONSULTANTS ('THE CONSULTANTS') IN THE REVIEW OF OFFICER COMPENSATION. ANNUALLY, THE CONSULTANTS PERFORM A FULL AND INDEPENDENT STUDY OF ALL OFFICER DIRECT COMPENSATION (BASE PLUS INCENTIVES). THE CONSULTANTS CONSIDER THE LEVEL OF COMPENSATION RELATIVE TO THE DUTIES PERFORMED; THE CURRENT COMPETITIVE MARKET FOR SIMILAR SKILLS, KNOWLEDGE, AND RESPONSIBILITY; AND OTHER STRATEGIC NEEDS IDENTIFIED BY THE BOARD OF DIRECTORS. THE CONSULTANTS PREPARE AND DELIVER A FULL DETAILED REPORT TO THE HUMAN RESOURCES COMMITTEE OF THE BOARD ('HRC') FOR EACH OFFICER AND KEY EMPLOYEE POSITION. THIS REPORT INCLUDES RECOMMENDATIONS FOR DIRECT COMPENSATION CHANGES. THE HRC COMBINES THE RECOMMENDATIONS OF THE CONSULTANTS WITH EVALUATIONS OF OFFICER PERFORMANCE TO RECOMMEND APPROPRIATE COMPENSATION LEVELS TO THE BOARD OF DIRECTORS FOR APPROVAL. ANNUALLY THE CONSULTANT PREPARES A LETTER OF 'REASONABLENESS' OF THE TOTAL REMUNERATION PACKAGE FOR OFFICERS OF THE COMPANY. THIS LETTER IS CONSISTENT WITH THE GUIDELINES OF SECTION 4958 OF THE INTERNAL REVENUE CODE. THIS LETTER CERTIFIES THAT IN THE 'REASONED OPINION' OF THE CONSULTANT AS AN 'INDEPENDENT EVALUATION EXPERT' THE COMPENSATION AND BENEFITS PROVIDED TO THE OFFICERS REPRESENT 'REASONABLE COMPENSATION'. THE HRC REVIEWS METRICS RESULTS FROM MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC.'S SHORT-TERM INCENTIVE PLANS. NO INCENTIVES ARE PAID UNTIL RECOMMENDED BY THE HRC AND APPROVED BY THE BOARD. THE HRC REVIEWS AND RECOMMENDS ANY NEW OR MODIFIED EMPLOYMENT CONTRACTS WITH THE PRESIDENT, CEO AND OFFICERS, INCLUDING RETENTION AGREEMENTS WHICH THEN MUST BE APPROVED BY THE BOARD. FROM TIME TO TIME, THE HRC WILL RETAIN THE SERVICES OF OUTSIDE CONSULTANTS TO EVALUATE AND MAKE RECOMMENDATIONS TO THE LEVEL AND TYPE OF SPECIFIC COMPENSATION AND BENEFIT ITEMS. THE HRC ROUTINELY REPORTS TO AND, IF REQUIRED, OBTAINS APPROVAL FROM THE FULL BOARD ON THESE MATTERS. FORM 990, PART VI, SECTION C, LINE 19 PROCESS FOR MAKING DOCUMENTS AVAILABLE TO THE PUBLIC THE MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC.'S GOVERNING DOCUMENTS CAN BE FOUND ON OUR WEBSITE UNDER THE 'LEGAL' TAB. THESE DOCUMENTS ARE THE TARIFF AND THE TRANSMISSION OWNERS AGREEMENT WHICH INCLUDES THE COMPANY'S STANDARDS OF CONDUCT (APPENDIX A) AND THE COMPANY'S BYLAWS (APPENDIX F). THESE DOCUMENTS ARE ALSO FILED WITH AND AVAILABLE ON THE FERC'S WEBSITE AT WWW.FERC.GOV IN THE LIBRARY. THE FINANCIAL STATEMENTS OF MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC. ARE CONTAINED IN THE COMPANY'S ANNUAL REPORT WHICH IS ALSO LOCATED ON OUR WEBSITE AT WWW.MISOENERGY.ORG. FORM 990, PART IX, LINE 11G PROFESSIONAL SERVICES: PROGRAM SERVICE EXPENSES 54,467,524. MANAGEMENT AND GENERAL EXPENSES 5,933,913. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 60,401,437.