form 990 return of organization exempt from income tax...

OMB No 1545-0047

2004 " p-

20 Inspection

Form 990 Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung

benefit trust or private foundation) Department of the Treasury Internal Revenue Service " The organization may have to use a copy of thi s return to sati sfy state reporting requirements.

D Employer identification number 23 : 7175375

Room/suite E Telephone number ( 650 ) 855-2598

F Accounting metfad : D Cash W1 Accrual D Other (specify) t

H and I are not applicable to section 527 orpa,nrzations. H(a) Is this a group return for affiliates? L1 Yes 0 No H(b) If "Yes," enter number of affiliates li~ ---------------H(c) Are all affiliates included E ] Yes D No

(If "No," attach a list . See instructions.) H(d) Is this a separate return filed by an

organization covered by a group ruling? 0 Yes 0 No I Group Exemption Number M Check " W] if the organization is not required

to attach Sch. B (Form 990, 990-EZ, or 990-PFD.

D Application pending 0 Section 501(c)(3) organizations and 4947(a)(1) nonexempt charitable trusts must attach a completed Schedule A (Forth 990 or 890-E2).

G Website : " epri.com

J Organization type (check only one) " 0 501(c) ( 3 ) A (insert no) El 4947(a)(1) or El 527

K Check here " D if the organization's gross receipts are normally not more than $25,000 The organization need not file a return with the IRS, but it the organization received a Forth 990 Package in the mad, it should file a return without financial data Some states require a complete return.

L Gross receipts Add lines 6b, 8b, 9b, and 10b to line 12 Revenue, Expenses, and Changes in Net Assets or Fund Balances See a e 18 of the instructions .

1 Contributions, gifts, grants, and similar amounts received : a Direct public support . . . . . . . . . , , , , is

b Indirect public support . . . . , . . . . . . . 1b

c Government contributions (grants) . . . . . , , , is

d Total (add lines is through 1c) (cash $ noncash $ ) , id 2 Program service revenue including government fees and contracts (from Part VII, line 93) 2 82,573,984

-1 3 Membership dues and assessments . . . . . . . . . . . . . . . . . 3 145,304,613

~t 4 Interest on savings and temporary cash investments . . . . . . . . . . . 4 1,113,629

5 Dividends and interest from securities . . . . 6a Gross rents . 6a . . . . . . . . . . . . . . .

b Less : rental expenses . . . 6b c Net rental income or (loss) (subtract line 6b from line 6a) . . . . . . . , , , 6c

7 Other investment income (describe " ) 7 (32,876) (l~ Securities (B) Other m 8a Gross amount from sales of assets other

Q ~ than inventory . . . . . . . . . 8a (53,315)

(~ b Less : cost or other basis and sales expenses (J) c Gain or (loss) (attach schedule)

d Net gain or (loss) (combine line 8c, columns (A) and (B)) . . . . . . . . . 8d (53,315)

9 Special events and activities (attach schedule) . If any amount is from gaming, check here " 0 a Gross revenue (not including $ of

contributions reported on line 1a) . . . . . , , , , 9a xpenses other than fundraising expenses

"" i r (loss) from special events (subtract line 9b from line 9a) . . , , , 9c

r . 10a Gross s ~I f inventory, less returns and allowances . , 10a

N~V V1 LMWo goods sold . . . . . . . . . , , 10b

E c Gross pr ' (loss) from sales of inventory (attach schedule) (subtract line 10b from line 10a) . 10c OG en e (from Part VII, line 103) . . . . . . . . . . . . . . . . 11 10,191,934

owl Feven (add lines 1d, 2, 3, 4, 5, 6c, 7, 8d, 9c, 10c, and 11) . 12 239,097,969

13 Program services (from line 44, column (B)) . . . . . . , . . . . , , , 13 157,238,242

y 14 Management and general (from line 44, column (C)) . . . . . . . , , , , 14 72,431,627

a 15 Fundraising (from line 44, column (D)) . . . . . . . . . . . . . , , , 15 0 w 16 Payments to affiliates (attach schedule) . . . . . . . . . . . . . . . . 16 0

17 Total expenses (add lines 16 and 44, column (A)) .

'

17 229,669,869

r 18 Excess or (deficit) for the year (subtract line 17 from line 12) ~ ~ ~ ~ ~ ~ ~ ~

18 9,428,100 m a 19 Net assets or fund balances at beginning of year (from line 73, column (A)) . 19 6,254,726 d 20 Other changes in net assets or fund balances (attach explanation),

~ . ~ . 20

z 21 Net assets or fund balances at end of year (combine lines 18, 19, and 20) . 21 15,682,826

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions. Cat No 1i282Y Form 990 (2004)

V

A For the 2004 calendar year, or tax year beginning , 2004, and

B Check if applicable Please C Name of organization °5°'RS Electric Power Research Institute, Inc . D Address change labei or

D print

Name change ~"t or Number and street (or P O box if mail is not delivered to street address

D Initial return see 3412 Hiliview Avenue Specific

Final return Instruc- City or town, state or country, and ZIP + 4

D Amended return tions. Palo Alto, CA 94304

4")

Form 990 (2004)

/,7-M Statement of All organizations must complete column (P). Columns (B), (C), and (D) are required for section 501(c)(3) and (4) organizations Functional Expenses and section 4947(aK1) nonexempt charitable trusts but optional for others. (See page 22 of the instructions)

Do not include amounts reported on line (s) Program (c) Management 6b, 8b, 9b, 10b, or 16 Of Part l. ~) T°~~ services and general (D) Fundraising

22 Grants and allocations (attach schedule) . (cash $ noncash $ ) 22

23 Specific assistance to individuals (attach schedule) 23 24 Benefits paid to or for members (attach schedule). 24 25 Compensation of officers, directors, etc. . . 25 4,656,312 4,656,312 26 Other salaries and wages . . . . . . . 26 49,881,526 21,160,061 28,721,465 27 Pension plan contributions . . . , , , 27 5,960,268 5,960,268 28 Other employee benefits . . . . . , , 28 12,671,124 9,373,995 3,297,129 29 Payroll taxes . . . . . . . . , , , 29 3,906,790 3,906,790 30 Professional fundraising fees . . . . , , 30 31 Accounting fees . . . . . . . , , , 31 247,227 37,227 210,000

32 Legal fees . . . . . . . . . , , , 32 276 ,404 70,654 205,750

33 Supplies . . . . . . . . . , , , 33 558,417 558,417

34 Telephone . . . . . . . , . , , , 34 2,187,512 2,187,512

35 Postage and shipping . . . . , . , , 35 412,469 64,353 348,116

36 Occupancy . . . . . . . . , , , 36 396,262 396,262

37 Equipment rental and maintenance . . . , 37 1,245,425 1,245,425 38 Printing and publications . . . , , , , 38 2,756,166 2,399,163 357,003

39 Travel . . . . . . . . . , , , , 39 6,623,265 3,902,671 2,720,594

40 Conferences, conventions, and meetings 40 3,189,286 2,160,604 1,028,682

41 Interest . . . . . . . . . . . . . 41 98,755 98,755

42 Depreciation, depletion, etc . (attach schedule) 42 4,304,402 4,304,402

43 Other expenses not covered above (itemize) : a _R&D E) 43a 11,469,722 11,404,925 64,797 b 43b 114,928,212 106,411,380 8,516,832

_Staffin9---------------------------------------- _. 43c 1,067,270 1,067,270

43d 1,869,884 1,869,884 a .Misc

- --------------------------------------------- 43e 963.171 253,209 709.962

44 Total functional expenses (add lines 22 through 43). Organizations completing columns (B)-(D), carry these totals to lines 13-15 . 44 229,669,869 157,238,242 72,431,627

Joint Costs. Check " E] if you are following SOP 98-2. Are any joint costs from a combined educational campaign and fundraising solicitation reported in (B) Program seances? . " D Yes ~ No If "Yes," enter () the aggregate amount of these joint costs $ ; (H) the amount allocated to Program services $ (iii) the amount allocated to Management and general $ ; and (iv) the amount allocated to Fundraising $

Statement of Program Service Accomplishments (See page 25 of the instructions .)

(Grants and allocations $ )

--------------------------------------------------------------------------------------------------------------------------(Grants and allocations $ )

(Grants and allocations $ ) e Other program services (attach schedule) (Grants and allocations $ ) f Total of Program Service Expenses (should equal line 44, column (B), Program services) .

Form 990 (2004)

What is the organization's primary exempt purpose? "---------------------------------------------------------------- .. Program Service Expenses

All organizations must describe their exempt purpose achievements in a clear and concise manner . State the number (Required for 5oi(c)(3) and of clients served, publications issued, etc . Discuss achievements that are not measurable . (Section 501(c)(3) and (4) (4) ores, and as47(a)(i) organizations and 4947(a)(1) nonexempt charitable trusts must also enter the amount of grants and allocations to others.) irons, o`heo~t~ nal for

a .EPRI_s mission .is.Research and Development through science and technlogy to the benifits.of its - - ----------- - -- --------------------------------------------- - --------------------------------------------- - Members' electricity and gas energy programs thereby benefitting their custmers and the public . Tic

accomplish this objective, EPRI develop and manages research and development programs for (Grants and allocations $ )

b _improving.energy,_generation, delivery and usage:_These .research potentially benefit all consumers worldwide

Form 990 (2004)

Balance Sheets (See page 25 of the instructions .)

Note : Where required, attached schedules and amounts within the description (A) (B) column should be for end-of-year amounts only. Beginning of year End of year

45 Cash-non-interest-bearing . . . . . . . . . . . . , 904,775 45 1,281,214

46 Savings and temporary cash investments . . . . . . . . , 33,262,748 46 65,572,823

47a Accounts receivable . . . . , , , 47a 35,840,703

b Less : allowance for doubtful accounts . 47b 266,438 37,565,031 47c 35,574,264

AFM 48a Pledges receivable b Less : allowance for doubtful accounts . 48b 48c

49 Grants receivable . . . . . . . . . . . . . . . . . 49

50 Receivables from officers, directors, trustees, and key employees (attach schedule) . . . . . . . . . . . . . . . . . 50

51a Other notes and loans receivable (attach schedule) . . . . . . . . , , , 51a

y b Less : allowance for doubtful accounts . 51b 51c a 52 Inventories for sale or use . . . .

53 Prepaid expenses and deferred charges . . . . . , 4,746,072 53 4,995,320 54 Investments-securities (attach schedule) . . " 0 Cost El FMV 54

55a Investments-land, buildings, and equipment: basis . . . . . , , , 55a

b Less : accumulated depreciation (attach schedule) . . . . . . . . . , , 55b 55c

56 Investments-other (attach schedule) . . , , 18,500,000 56 57a Land, buildings, and equipment: basis . 57a ~ 69,487,840

b Less : accumulated depreciation (attach schedule) . . . . . . . . . , , 57b 48,935,001 22,648,305 57c 20,552,839

58 Other assets (describe " ) 6,355,543 58 6,814,838

59 Total assets (add lines 45 through 58) (must equal line 74) . 123,982,474 59 134,791,298

60 Accounts payable and accrued expenses . . . . . . . , , 57,146,309 60 55,408,086

61 Grants payable . . . . . . . . . . . . . . . . . . 61 62 Deferred revenue . . . . . . . . . . . . . . , , , 52,073,721 62 55,497,210

A 63 Loans from officers, directors, trustees, and key employees (attach ! W 63 schedule) . . . . . . . . . .

5 64a Tax-exempt bond liabilities (attach schedule) . b Mortgages and other notes payable (attach schedule) .

65 Other liabilities (describe " ) 8,507,718 65 8,203,176

66 Total liabilities (add lines 60 through 65) . 117,727,748 66 119,108,472

Organizations that follow SFAS 117, check here " 0 and complete lines 67 through 69 and lines 73 and 74.

v 67 Unrestricted . . . . . . . . . . . . . . , . , , , 6,254,726 g7 15,682,826

68 Temporarily restricted . . . . . . m 69 Permanently restricted . . . . . . . . . . . . . . . 69

c Organizations that do not follow SFAS 117, check here " D and 15 complete lines 70 through 74 . `0 70 Capital stock, trust principal, or current funds.

71 Paid-in or capital surplus, or land, building, and equipment fund . 71 72 Retained earnings, endowment, accumulated income, or other funds 72

~~v r 73 Total net assets or fund balances (add lines 67 through 69 or lines `-'r�'

70 through 72 ; ~` column (A) must equal line 19 ; column (B) must equal line 21) . . 6,254,726 73 15,682,826

74 Total liabilities and net assets / fund balances (add lines 66 and 73) I 123,982,484 74 134,791,298 Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a

particular organization . How the public perceives an organization in such cases may be determined by the information presented on its return . Therefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization's programs and accomplishments .

Form 990 (2004)

Reconciliation of Revenue per Audited Financial Statements with Revenue per Return (See pa4e 27 of the instructions .)

Reconciliation of Expenses per Audited Financial Statements with Expenses per Return

a Total expenses and losses per 238,950,383 audited financial statements . . 10,

b Amounts included on line a but not on line 17, Form 990:

(1) Donated services and use of facilities $

(2) Prior year adjustments reported on line 20, Form 990 . . . . $ 0

(3) Losses reported on line 20, Form 990 . $

(4) Other (specify) : ---------------------- ---------------------- $ 0 Add amounts on lines (1) through (4) " b 0 . . . . . . . . . $ 0

Pb~=O Add amounts on lines (1) through (4~ c Line a minus line b . . . , , ~ c 238,950,383 c Line a minus line b . . , . , t c 229,522,283

d Amounts included on line 12, d Amounts included on line 17, Form 990 but not on line a: Form 990 but not on line a:

(1) Investment expenses (1) Investment expenses not included on line not included on line 6b, Form 990 . . . $ 0 6b, Form 990

(2) Other (specify) : (2) Other (specify) : Reclass rental Reclass rental ---------------------- ----------------------maint from contra $ 147,586 maint to revenue $ 147,586 ------------------- ---------------------- - Add amounts on fines (1) and (2) " d 147,586 Add amounts on fines (1) and (2) " d 147,586

e Total revenue per line 12, Form 990 e Total expenses per line 17, Form 990 line c plus line , " e 239,097,969 line c plus line d . " e 229,669,869

List of Officers, Directors, Trustees, and Key Employees (List each one even if not compensated; see page 27 of the instructions .)

(B) Title and average hours per (C) Compensation (D) Contnbulrons to (E) Expense week devoted to position (if not paid, enter employee benerft plans 8 account and other

-0-.) I deferred comcensahon I allowances

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Form 990 (2004)

a Total revenue, gains, and other support per audited financial statements

b Amounts included on line a but not on line 12, Form 990 :

(1) Net unrealized gains on investments .

(2) Donated services and use of facilities

(3) Recoveries of prior year grants .

(4) Other (specify):

(A) Name and address

SEE ATTACHED

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75 Did any officer, director, trustee, or key employee receive aggregate compensation of more than $100,000 from your organization and all related organizations, of which more than $10,000 was provided by the related organizations ." E ] Yes E] No If "Yes," attach schedule-see page 28 of the instructions .

Forth 990 (2004) " Other Information (See page 28 of the instructions .)

76 Did the organization engage in any activity not previously reported to the IRS? If "Yes," attach a detailed description of each activity. 77 Were any changes made in the organizing or governing documents but not reported to the IRS? .

If "Yes," attach a conformed copy of the changes . 78a Did the organization have unrelated business gross income of $1,000 or more during the year covered by this return? b If "Yes," has it filed a tax return on Form 990-T for this year? . . . . .

79 Was there a liquidation, dissolution, termination, or substantial contraction during the year? If "Yes," attach a statement 80a Is the organization related (other than by association with a statewide or nationwide organization) through common

membership, governing bodies, trustees, officers, etc ., to any other exempt or nonexempt organization? b If "Yes," enter the name of the organization " __ .___________________ .______ ._ ._______ ._ ._____ .___ .___ .___________

__ . ._ . . . .__ ._____ . . . . . . .__ . . . . . ._ .___ . . ._ .___ . . . ._____ . and check whether it is El exempt or D nonexempt . 81a Enter direct and indirect political expenditures . See line 81 instructions . . I b Did the organization file Form 1120-POL for this year? . . . . . . .

82a Did the organization receive donated services or the use of materials, equipment, or facilities at no charge or at substantially less than fair rental value? . . . . . . . . . .

b If "Yes," you may indicate the value of these items here . Do not include this amount as revenue in Part I or as an expense in Part II . (See instructions in Part III .,

83a Did the organization comply with the public inspection requirements for returns and exemption applications? b Did the organization comply with the disclosure requirements relating to quid pro quo contributions?.

84a Did the organization solicit any contributions or gifts that were not tax deductible? b If "Yes," did the organization include with every solicitation an express statement that such contributions

or gifts were not tax deductible? . . . . . . . . . , . . . . 85 501(c)(4), (5), or (6) organizations. a Were substantially all dues nondeductible by members? .

b Did the organization make only in-house lobbying expenditures of $2,000 or less? . If "Yes" was answered to either 85a or 85b, do not complete 85c through 85h below unless the organization received a waiver for proxy tax owed for the prior year.

c Dues, assessments, and similar amounts from members . d Section 162(e) lobbying and political expenditures . e Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices . f Taxable amount of lobbying and political expenditures (line 85d less 85e) . g Does the organization elect to pay the section 6033(e) tax on the amount on line 85f? h If section 6033(e)(1)(A) dues notices were sent, does the organization agree to add the amount on line 85f to its

reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax year? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86 50f(c)(7) orgs . Enter : a Initiation fees and capital contributions included on line 12 . b Gross receipts, included on line 12, for public use of club facilities . . 86b

87 501(c)(72) orgs. Enter: a Gross income from members or shareholders . . . 87a

b Gross income from other sources . (Do not net amounts due or paid to other sources against amounts due or received from them .)

85h

88 At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or partnership, or an entity disregarded as separate from the organization under Regulations sections 301 .7701-2 and 301 .7701-3? If "Yes," complete Part IX . . . . . . . . . . . . . . . . . ;88

89a 501(c)(3) organizations. Enter: Amount of tax imposed on the organization during the year under: section 4911 " 0 ; section 4912 . 0 ; section 4955 lo- 0

b 507(c)(3) and 501(c)(4) orgs . Did the organization engage in any section 4958 excess benefit transaction during the year or did it become aware of an excess benefit transaction from a prior year? If "Yes," attach a statement explaining each transaction . . . . . . . . . . . . . . . . . . . . . . 89b

r c Enter: Amount of tax imposed on the organization managers or disqualified persons during the year under

sections 4912, 4955, and 4958 . . . . . . . . . . . . . . . d Enter: Amount of tax on line 89c, above, reimbursed by the organization . . . . . . . . . . " 0

90a List the states with which a copy of this return is filed " CA,_NC b Number of employees employed in the pay period that includes March 12, 2004 (See instructions .) I

91 The books are m care of " Finance Division--------------------------------------

Telephone no . " C_ 650._855-2598__________

Located at " Hiliview Avenue, Palo Alto, CA .~1-11--2

--- ----------------------- ---------------------------------------- ZIP + 4 " ----------------

94304 ----------------------

92 Section 4947(a)(1) nonexempt charitable trusts filing Form 990 in lieu of Form 1041-Check here. . . . . . . t D and enter the amount of tax-exempt interest received or accrued during the tax year . . . " 1 92 1

Form 990 (2004)

No

r

J

J

J

J

(a) Did the organization, during the year, receive any funds, directly or mdire (b) Did the organization, during the year, pay premiums, dire Note: If "Yes" to (b), file Form 8870 and Form 4 720 (see ins

Under penalties of penury, I declare that I have examined this return, and belief, d is tr , rr t, d co lete Declaration of preparer

Please Sign Here ' Signature o off er

W . J. Clark CFO Type or print name and title

Paid Preparer's'

Preparer's signature

Firm's game (or yours CSC Only if self-employed),

address, and ZIP + 4 1

Form 990 (2004)

Anal sis of Income-Producing Activities See page 33 of the instructions . Note: Enter gross amounts unless otherwise Unrelated business income Excluded by section 512, 513, or 514 (E) indicated. p Related or

(B) (C) (D) exempt function 93 Program service revenue: Business code Amount Exclusion code Amount income

Supplemental Funding 541,900 5,657,877 22 76,916,107

b c d e f Medicare/Medicaid payments g Fees and contracts from government agencies

94 Membership dues and assessments . . . 541,900 6,037,499 139,267,114 95 Interest on savings and temporary cash investments 1,113,629 96 Dividends and interest from securities 97 Net rental income or (loss) from real estate:

a debt-financed property b not debt-financed property .

98 Net rental income or (loss) from personal property 99 Other investment income . , . . . . (32,876)

100 Gain or (loss) from sales of assets other than inventory (53,315) 101 Net income or (loss) from special events 102 Gross profit or (loss) from sales of inventory 103 Other revenue: a Royalties 541,700 380,704 22 1,820,514

b Stockables 22 644,366 Other 22 4,089,021 Rental 147,586 3,109,743

e 104 Subtotal (add columns (B), (D), and (Q) . . 12,223,666 86,493,560 140,380,743

105 Total (add line 104, columns (B), (D), and (E)) , . , , ~

, , , , , , , Do- 239,097,969 Note : Line 105 plus line 1d, Part l, should equal the amount on line 12, Part l.

Relationship of Activities to the Accomplishment of Exempt Purposes See page 34 of the instructions. Line No . Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishment

of the organization's exempt purposes (other than by providing funds for such purposes) . 94 Funding provided by membership for R&D 95 Funding budgeted by management for R&D expenditures 99 Budgeted back to business sectors 103 Budgeted back to business units and sectors

Information Regarding Taxable Subsidiaries and Disregarded Entities See page 34 of the instructions . (B) C p (E)

Name, address, and EIN of corporation, Percentage of Nature of activities Total income End-of year partnershi p, or disregard ed entit ownership interest assets

EPRlsolutions, Palo Alto CA 77-0449454 ~ 100 %~ R&D Applications 1 41,503,712 13,633,610 EPRIWorldwide, Palo Alto, CA 52-2357247 100 % International Sales 9,896.633 5.488.958

SCHEDULE A Organization Exempt Under Section 501(c)(3) (Form 990 Of 990-EZ) (Except Private Foundation) and Section 501(e), 5010, 501(k),

501(n), or Section 4947(a)(1) Nonexempt Charitable Trust

Department of the Treasury Supplementary Information-(See separate instructions .) Internal Revenue Service " MUST be completed by the above organizations and attached to their Form 990 or 990-EZ

004 Name of the organization Employer identification number

ABE Staff Services Personnel Services ---------------------------------------------------------------------------------------- $1,828,617 PO Box 1549 Sonoma, CA 95476-1549 .

Technical Temporary Services

$1,643,066

Cat No 11285E Schedule A (Form 990 or 990-EZ) 2004

ARF Inc . ----------------------------------------------------------------------------------------

540 Rockview Drive, Spring City, TN 37381

Total number of others receiving over $50,000 for professional services . . " 331

For Paperwork Reduction Act Notice, see the Instructions for Form 990 and Form 990-EZ .

OMB No 1545-0047

Compensation of the Five Highest Paid Employees Other Than Officers, Directors, and Trustees (See page 1 of the instructions . List each one . If there are none, enter "None.")

(a) Name and address of each employee paid more (b) Title and average hours (d) Contributions to (e) Expense than $50,000 per week devoted to position (c) Compensation employee benefit plans & account and other

deferred compensation allowances

Robin L. Jones --------------------------------------------------------- Technical Executive

40 Hours per week $272,933 note 1 note 2 1054 Windsor Dr ., Menlo Park, CA

Michael Miller -- Department Director ----------------------------------------------------- 40 hours per week $265,270 note 1 note 2

832 Homer Avenue, Palo Alto, CA

Warren Bilanin Department Director - - --- ---------------------------------------------------- 40 hours per $253,419 note 1 note 2 week

208 Harbor Drive, Santa Cruz, CA

Jim Lang Department Director -"""'"'""""'"""""""""""'"""-"'""""""'"""""""""""""'"" 40 hours per week $252,842 note 1 note 2 4907 Fox Briar Trail, Charlotte, NC

Stu Dalton --------------------------------------------------------- Department Director

40 hours per week $249,137 note 1 note 2 156 East Circle Drive, Palo Alto, CA

Total number of other employees paid over $50,000 . . " 481

Compensation of the Five Highest Paid Independent Contractors for Professional Services (See page 2 of the instructions . List each one (whether individuals or firms) . If there are none, enter "None.")

(a) Name and address of each independent contractor paid more than $50,000 (b) Type of service (c) Compensation

Southern Company Services ConsuItanUTechnical ---------------------------------------------------------------------------------------- $2,769,782 P . O . Box 2625, Birmingham, AL 35202-2625

Westinghouse Electric Co. Consultant/Technical --------------------------- $2,683,484

PO Box 751659, Charlotte, NC 28275-1659

Framatone, ANP Consultant/Technical ---------------------------------------------------------------------------------------- $2,621,111 Tour Framatone, Paris, La Defens Cedex 16 92804

The organization is not a private foundation because it is: (Please check only ONE applicable box .)

5 [1 A church, convention of churches, or association of churches. Section 170(b)(1)(A)(i) . 6 D A school . Section 170(b)(1)(A)(u) . (Also complete Part V.) 7 D A hospital or a cooperative hospital service organization . Section 170(b)(1)(A)(ui) 8 D A Federal, state, or local government or governmental unit. Section 170(b)(1)(A)(v) . 9 D A medical research organization operated in conjunction with a hospital . Section 170(b)(1)(A)(iii). Enter the hospital's name, city,

and state " .-----------------------------------------------------------------------------------------------------------------------------10 0 An organization operated forthe benefit of a college or university owned or operated by a governmental unit. Section 170(b)(1)(A)(iv) .

(Also complete the Support Schedule in Part IV-A .) 11 a D An organization that normally receives a substantial part of its support from a governmental unit or from the general public . Section

170(b)(1)(A)(vi) . (Also complete the Support Schedule in Part IV-A .) 11b D A community trust. Section 170(b)(1)(A)(v) . (Also complete the Support Schedule in Part IV-A.) 12 ~ An organization that normally receives: (1) more than 33'/a% of its support from contributions, membership fees, and gross

receipts from activities related to its charitable, etc., functions-subject to certain exceptions, and (2) no more than 33'/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). (Also complete the Support Schedule m Part IV-A .)

13 o An organization that is not controlled by any disqualified persons (other than foundation managers) and supports organizations described in : (1) lines 5 through 12 above ; or (2) section 501(c)(4), (5), or (6), if they meet the test of section 509(a)(2) . (See section 509(a)(3) .)

Provide the following information about the supported organizations. (See page 5 of the instructions.) (b) Line number

from above (a) Name(s) of supported organization(s)

14 El An organization organized and operated to test for public safety . Section 509(a)(4) . (See page 5 of the instructions .) Schedule A (Form 990 or 990-EZ) 2004

Schedule A (Form 990 or 990-EZ) 2004 Page

Statements About Activities (See page 2 of the instructions .) Yes No

1 During the year, has the organization attempted to influence national, state, or local legislation, including any attempt to influence public opinion on a legislative matter or referendum? If "Yes," enter the total expenses paid or incurred in connection with the lobbying activities " $ See attached (Must equal amounts on line 38, Part VI-A, or line i of Part VI-B .) . . . . . . . . . . . . . . . .

Organizations that made an election under section 501(h) by filing Form 5768 must complete Part VI-A. Other organizations checking "Yes" must complete Part VI-B AND attach a statement giving a detailed description of the lobbying activities . `h,

v. .i 2 During the year, has the organization, either directly or indirectly, engaged in any of the following acts with any substantial contributors, trustees, directors, officers, creators, key employees, or members of their families, or with any taxable organization with which any such person is affiliated as an officer, director, trustee, majority owner, or principal beneficiary? (If the answer to any question is "Yes," attach a detailed statement explaining the ° transactions

a Sale, exchange, or leasing of property? . . . . . . . . . . . . . . . . . . . . . , , 2a b Lending of money or other extension of credit? , . . . , . . . . . . , . . . , . . . . 2b r

c Furnishing of goods, services, or facilities? . . . , , . . , . . . . d Payment of compensation (or payment or reimbursement of expenses if more than $1,000)? . . . . . . 2d r

e Transfer of any part of its income or assets? . . . . . . . . . . . . . . . . . . . . . 2e J

3a Do you make grants for scholarships, fellowships, student loans, etc. (If "Yes," attach an explanation of how ~/ you determine that recipients qualify to receive payments .) . . . . . . . . . . , . . . , , , 3a

b Do you have a section 403(b) annuity plan for your employees? . . . . . . . . . . . . . . , 3b 4a Did you maintain any separate account for participating donors where donors have the right to provide advice

on the use or distribution of funds? . . . . . . . . . . . . . . . . . . . . . . . . 4a b Do you provide credit counseling, debt management, credit repair, or debt negotiation services? ~ 4b

Reason for Non-Private Foundation Status (See pages 3 through 6 of the instructions .)

Schedule A (Form 990 or 990-EZ) 2004 Page 3

Support Schedule (Complete only if you checked a box on line 10, 11, or 12 .) Use cash method of accounting. Note: You may use the worksheet m the Instructions for converting from the accrual to the cash method of accounting. Calendar year (or fiscal year beginning in) " (a) 2003 (b) 2002 (c) 2001 (d) 2000 (e) Total 15 Gifts, grants, and contributions received . (Do

not include unusual grants . See line 28 .) . 16 Membership fees received . 148,722,706 170,005,827 177,233,856 198,367,925 694,330,314 17 Gross receipts from admissions, merchandise

sold or services performed, or furnishing of facilities in any activity that is related to the organization's charitable etc purpose

18 Gross income from interest, dividends, amounts received from payments on securities loans (section 512(a)(5)), rents, royalties, and unrelated business taxable income (less section 511 taxes) from businesses acquired by the organization after June 30, 1975 . 8,060,358 11,009,198 18,765,857 15,134,491

19 Net income from unrelated business activities not included in line 18.

20 Tax revenues levied for the organization's benefit and either paid to it or expended on its behalf ,

21 The value of services or facilities furnished to the organization by a governmental unit without charge. Do not include the value of services or facilities generally furnished to the public without charge .

22 Other income. Attach a schedule . Do not include gain or (loss) from sale of capital assets 78,853,738 87,562,543 94,469,511 104,079,569

23 Total of lines 15 through 22 . . 235,636,802 268,577,568 290,469,224 317,581,985 24 Line 23 minus line 17 . . 235,636,802 268,577,568 290,469,224 317,581,985 25 Enter 1 % of line 23 . 2,356,368 2,685,576 2,904,692 3,17 820

26 Organizations described on lines 10 or 11 : a Enter 2% of amount m column (e), line 24 . . . . " 26b

Prepare a list for your records to show the name of and amount contributed by each person (other than a governmental unit or publicly supported organization) whose total gifts for 2000 through 2003 exceeded the amount shown in line 26a . Do not file this list with your return . Enter the total of all these excess amounts " 26b

c Total support for section 509(a)(1) test: Enter line 24, column (e) . . . . . . . . . , , , , " 26c

d Add : Amounts from column (e) for lines : 18 19 22 26b . . . . . . " `mod

e Public support (line 26c minus line 26d total) , , . , . . . . . . . . . . . . . . . " 26e f Public support percentage (line 26e (numerator) divided by line 26c (denominator)) . . . . . " 26f

1,11 1 .11

27 Organizations described on line 12 : a For amounts included in lines 15, 16, and 17 that were received from a "disqualified person," prepare a list for your records to show the name of, and total amounts received in each year from, each "disqualified person." Do not file this list with your return . Enter the sum of such amounts for each year :

- ,506 . (2001) -------------- -

61-,026,310 (2000) 70,526,608 (2003) -------------

52,565,924 . (2002) -------------- 61

- ,355

---------------------------------- --------------------------b For any amount included m line 17 that was received from each person (other than "disqualified persons"), prepare a list for your records to

show the name of, and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year or (2) $5,000 . (Include in the list organizations described in lines 5 through 11, as well as individuals .) Do not file this list with your return . After computing the difference between the amount received and the larger amount described in (1) or (2), enter the sum of these differences (the excess amounts) for each year : (2003) -------------------------- (2002) --------------------------- (2001) --------------------------- (2000) --------------------------

16 694,330,314

21 c Add : Amounts from column (e) for lines: 15

17 20 4 . . . . . . "

1 1 2,265,579

d Add : Line 27a total . 245,474,348 and line 27b total . e Public support (line 27c total minus line 27d total) . . . . . f Total support for section 509(a)(2) test : Enter amount from line 23, column (e) . , " L27f I > > g Public support percentage (line 27e (numerator) divided by line 27f (denominator)) h Investment income percentage pine 18, column (e) (numerator) divided by line 27f

1 279 1 40.4 nominator)) . " 27h 4.8

28 Unusual Grants : For an organization described in line 10, 11, or 12 that received any unusual grants during 2000 through 2003, prepare a list for your records to show, for each year, the name of the contributor, the date and amount of the grant, and a brief description of the natu re of the grant . Do not file this list with your return. Do not include these grants in line 15 .

Schedule A (Form 990 or 990-E2) 2004

52,969,904

Schedule A (Form 990 or 990-EZ)

Schedule A (Form 990 or 990-EZ) 2004 Page

Private School Questionnaire (See page 7 of the instructions .) (To be completed ONLY by schools that checked the box on line 6 in Part 1V)

2 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, Yes No

other governing instrument, or in a resolution of its governing body? . . . . . . . . . . . . . . 29

30 es the organization include a statement of its racially nondiscriminatory policy toward students in all its bro ures, catalogues, and other written communications with the public dealing with student admissions, progr s, and scholarships? . . . . . . . . . . . . . . . . . . . . . . , , , , 30

f ~3~3 31 Has the, anization publicized its racially nondiscriminatory policy through newspaper or broadcast media during the period solicitation for students, or during the registration period if it has no solicitation program, in a way 1'-that makes t policy known to all parts of the general community it serves? . . . . . . . . . . . If "Yes," please escnbe ; if "No," please explain . (If you need more space, attach a separate statement .) -'- _ ---------------------- --------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------

------------------------- --------------------------------------------------------------------------------------------- t-

32 Does the organization maint 'n the following: ----------------------------- --------------------------------------------------------------------------------------------- a Records indicating the racial c position of the student body, faculty, and administrative staff? , , , , , 32a

b Records documenting that schola hips and other financial assistance are awarded on a racially nondiscriminatory 32b basis? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Copies of all catalogues, brochures, a nouncements, and other written communications to the public dealing with student admissions, programs, and holarships? . . . . . . . . . . . . . , , , , , 32c

d Copies of all material used by the organiza n or on its behalf to solicit contributions? . . . , , , , , 32d

If you answered "No" to any of the above, please xplain . (If you need more space, attach a separate statement .)

-------

---

------------------------------------------------------33 Does the organization discriminate by race m any way 'th respect to : ----- --------------------------------------------------- - ---------

a Students' rights or privileges? . . . . . . . . . . . . . . .

b Admissions policies? . . . . , . . . . . . . . . . . .

c Employment of faculty or administrative staff? . . . . . . . . . .

d Scholarships or other financial assistance? . . . . . . . . . . .

e Educational policies? . . . . . . . . . . . . . . . . . .

f Use of facilities? . . . . . . . . . . . . . . . . . . . . . . . . . . , , , 33f

g Athletic programs? . . . . . . . . . . . . . . . . . .

h Other extracurricular activities? . . . , . . . . . . . . . . . . . . . 33h

If you answered "Yes" to any of the above, please explain . (If you need more space, attach a separate atement .)

--------------------------------------------------------------------------------------------------------------

------ -----

--------------------------------------------------------------------------------------------------------------

---------

--

34a Does the organization receive any financial aid or assistance from a governmental agency? . , , , , , 34a

b Has the organization's right to such aid ever been revoked or suspended? . . If you answered "Yes" to either 34a or b, please explain using an attached statement .

35 Does the organization certify that it has complied with the applicable requirements of sections 4.01 through 4.05 of Rev . Proc. 75-50 . 1975-2 C.B . 587 . covering racial nondiscrimination? If "No ." attach an explanation

5 Schedule A (Form 990 or 990-EZ) 2004

Lobbying Expenditures by Electing Public Charities (See page 9 of the instructions .) (To be completed ONLY by an eligible organization that filed Form 5768)

Check " a Ek f the organization belongs to an affiliated croup . Check " b I-I if you checked "a" and "limited control"

To be completed Affiliated group totals for ALL electing

organizations

Limits on Lobbying Expenditures

(The to " xpenditures" means amounts paid or incurred .)

36 Total lobbying expenditures to in ce public opinion (grassroots lobbying) 37 Total lobbying expenditures to influenc legislative body (direct lobbying) . 38 Total lobbying expenditures (add lines 36 an , 39 Other exempt purpose expenditures . . . . 40 Total exempt purpose expenditures (add lines 38 and 39 41 Lobbying nontaxable amount. Enter the amount from the folio table-

If the amount on line 40 is- The lobbying nontaxable a unt is- Not over $500,000 . . . . . . . 20% of the amount on line 40 . Over $500,000 but not over $1,000,000 . $100,000 plus 15% of the excess over $ 00 Over $1,000,000 but not over $1,500,000 , $175,000 plus 10% of the excess over $1,000,00 Over $1,500,000 but not over $17,000,000 . $225,000 plus 5% of the excess over $1,500,000 Over $17,000,000 . . . . , . . . $1,000,000 .

42 Grassroots nontaxable amount (enter 25% of line 41) . 43 Subtract line 42 from line 36. Enter -0- if line 42 is more than line 36 . 44 Subtract line 41 from line 38. Enter -0- if line 41 is more than line 38 .

Caution : If there is an amount on ether line 43 or line 44, you must file Form 4720.

Lobbying Expenditures During 4-Year Averaging Period

2003 2002 2001 Total

49 Grassroots ceiling amount (150% of line 48(e))

50 Grassroots lobbying expenditures . Lobbying Activity by Nonelecting Public Charities (For reporting only by organizations that did not complete Part VI-A) (See page 11 of the i

During the year, did the organization attempt to influence national, state or local legislation, including any Yes No Amount attempt to influence public opinion on a legislative matter or referendum, through the use of :

a Volunteers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r = b Paid staff or management (Include compensation in expenses reported on lines c through h.) . . . c Media advertisements . . . . . . . . . , . . . . , , . . . . . . . . . , r d Mailings to members, legislators, or the public . . . . . . . . e Publications, or published or broadcast statements . . . . . . f Grants to other organizations for lobbying purposes . . . . . . . . . . . . . . . . J g Direct contact with legislators, their staffs, government officials, or a legislative body . . . , , , See attached h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means

Total lobbying expenditures (Add lines c through h .) . . . . . . , . . . . . . . . . See attached If "Yes" to any of the above, also attach a statement giving a detailed description of the lobbying activities .

Schedule A (Form 990 or 990-EZ) 2004

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below .

See the instructions for lines 45 through 50 on pace 11 of the instructions)

Calendar yea (a) fiscal year beginning I 2004

45 Lobbying nontaxable amount

46 Lobbying ceiling amount (150% of line 45(e))

47 Total lobbying expenditures .

48 Grassroots nontaxable amount .

Schedule A (Form 990 or 990-EZ) 2004 Page 6

~ Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations (See page 11 of the instructions .)

51 Did the reporting organization directly or indirectly engage m any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

a Transfers from the reporting organization to a noncharitable exempt organization of: Yes No

r (i) Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51a(i ) a(ii) r (ii) Other assets . . . . . . . . . . . . . . . . . . . .

b Other transactions : (i) Sales or exchanges of assets with a noncharitable exempt organization .

(ii) Purchases of assets from a noncharitable exempt organization . . . . . . . . . , . . . , b" J (iii) Rental of facilities, equipment, or other assets . . . . . . . . . . . . . . . , , , , b(iii)

r (iv) Reimbursement arrangements . . . . . . . . . . . . . . . . . . . . . , , , b(iv)

(v) Loans or loan guarantees . . . . . . . . . . . . . . . . . . , . . . . . , , b (y)

(vi) Performance of services or membership or fundraising solicitations . . c Sharing of facilities, equipment, mailing lists, other assets, or paid employees . . . . . . . . . . , c J d If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value of the

goods, other assets, or services given by the reporting organization If the organization received less than fair market value m any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received

52a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501 (c) of the Code (other than section 501(c)(3)) or in section 527? . . . , . . " El Yes 0 No

Schedule A (Form 990 or 990-EZ) 2004

* Excerpt from EPRI's lobbying policy .

SCHEDULE A

PART III

LINE 1

It has been and continues to be EPRI's practice and policy that "EPRI does not generally lobby on federal, state or local legislation . Limited exceptions for certain lobbying activities may be made with appropriate corporate approval and legal advice."*

Activities which could constitute lobbying (using an expansive interpretation of that term) were insubstantial in 2004. Although EPRI's 2004 accounting and time keeping systems did not enable explicit tracking of time or recording of expenditures associated with lobbying, EPRI estimates that expenditures on lobbying were no more than $5,000 to $50,000, which is less than .0002% of 2004 revenue. This estimate includes employee labor costs and applicable overheads.

Note 2 These employees receive the standard fringe benefit package provided to all employees.

Schedule A Part I Notes

Note 1 . Amount equal to 10% of employee's salary is contributed to defined contribution pension plan .

Section 1 . Eligibility. Those persons, firms, government agencies, corporations or other entities, public or private, which are committed to, and have evidenced an intention to support, a national or international program for research and development in the production, transmission, distribution and utilization of electric power shall be eligible for membership in the Institute . Members are encouraged also to continue and increase their support of local, state and regional research and development programs carried on by others than the Institute.

Section 2. Classes. The membership of the Institute shall be divided into four 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

11/09/00 Page 2 of 15 pages

BYLAWS OF

ELECTRIC POWER RESEARCH INSTITUTE, INC.

Article I PURPOSES AND OFFICES

Section 1. Purposes. The purposes of the Corporation shall be as set forth in the Articles of Incorporation . It shall not be the intent of the Corporation to engage or participate in the business of production, transmission, distribution or sale of electric power within the meaning of any federal, state or local laws, or other national or international laws, regulating the business of public utilities and their affiliates .

Section 2. Offices. The principal office of the Corporation shall be at such location as the Board of Directors shall select either within or without the District of Columbia . The Corporation may also have offices at other places both within and without the District of Columbia .

Article II MEMBERSHIP

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 - 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 or corporation ;

(c) Class III (1) 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, transmission or distribution of electric power for public use outside the United States ; or

(2) Any person, firm, corporation, or other entity which is engaged to a substantial degree, whether inside or outside the United States, in the production or sale of electric power or provision of energy, engineering or information services significantly related to production, transmission, distribution, sale, or utilization of electric power and which is not regulated as a public utility, or any person controlling such person, firm or corporation ;

(d) Class IV - Any other person, firm, government agency, or corporation, public or private, which is eligible for membership in the Institute .

Section 3. Membership Recruitment and Classification . The Institute shall be responsible for obtaining eligible members and for determining their classification, pursuant to these Bylaws and such reasonable membership policies and criteria as are approved by the Board of Directors. Each applicant shall furnish to the Institute such information as it may from time to time request. Each applicant shall, as a condition of membership in the Institute, execute such agreements, in such form as may be prescribed by the Institute from time to time, pursuant to membership policies approved by the Board of Directors.

Section 4. Membership Representation . Any corporate or institutional member of the Institute may appoint and certify to the Secretary of the Institute an individual who shall be its regular representative at all meetings of members of the Institute, and who may represent, vote and act for said member at such meetings and in actions taken without a meeting; provided, that any member may appoint and certify to the Secretary another individual to be its alternate representative empowered to vote and act for said member in the absence of its regular representative .

Section 5. Membership Certificates . Membership in the Institute may be evidenced by a membership certificate in such form as shall be approved by the Board of Directors, but such certificate shall be nontransferable, which fact shall be noted conspicuously on its face .

Section 6. Resignation. Any member may resign from membership in the Institute by giving written notice to that effect to the Secretary. A resignation shall be effective at the time specified in the notice, or if no such time is specified, then the resignation shall be effective upon acceptance by the Board.


Section 1. Place. The annual meeting of members for the election of directors shall be held at the principal office of the Institute or at such other place within or without the District of Columbia as may be fixed by the Board of Directors .

Section 2. Time. The annual meeting of members shall be held in each and every year at such time as may be fixed by the Board of Directors but, if not so fixed, on the first day of June, if not a legal holiday, and, if a legal holiday, then on the next business day following at ten a.m., at which they shall elect a Board of Directors in accordance with these bylaws, and transact such other business as may properly be brought before the meeting.


Resignation or acceptance of resignation shall not affect a member's liability for any unpaid obligations to the Institute, including but not limited to membership dues, existing at the time of its resignation .

Section 7. Termination of Interest . Except as otherwise provided by law, the Articles of Incorporation, or any policy of the Institute approved by the Board of Directors, any member whose membership in the Institute shall have terminated by resignation, suspension or other cause shall forfeit thereby all interest in any and all funds, property, assets, rights and interests belonging to the Institute .

Article III MEMBERSHIP PAYMENTS BY MEMBERS

Section 1 . Payments . The Board of Directors shall, from time to time, establish the pricing methodologies and policies governing the payments, if any, which shall be made by members to the Institute for membership in the Institute and the period or periods to which such payments shall pertain . The amounts of such payments for members of Class I, Class u, Class III, and Class N may be set by the Institute to reflect the extent, timing, and continuity of the member's funding of the Institute or the Institute's programs and may be set as a fixed dollar amount or determined by a formula based upon such scales, proportions, indices and other bases for payment, including, but not limited to the quantity or value of electric power produced, transmitted, distributed or sold ; the capacity of electric facilities installed, owned, or used; the revenues earned ; or any combination thereof, as may be appropriate pursuant to the pricing methodologies and policies established by the Board, provided, however, that such payments shall be applied in a fair and nondiscriminatory manner to all members similarly situated, regardless of class. The Board may, in its discretion, grant exemption to these requirements .

Section 2. Manner of Payment. All payments shall be made to the Treasurer of the Institute in such installments, at such intervals and times and in accordance with such terms of collection as shall be fixed from time to time by the Board of Directors .

Article IV ANNUAL MEETING OF MEMBERS

Section 1. Quorum. At any meeting of members the presence, in person or by proxy, of members entitled to cast one-third of the total number of votes entitled to be cast shall constitute a quorum for the transaction of business except as otherwise provided by law or by the Articles of Incorporation or these bylaws. If, however, a quorum shall not be present at any meeting of the members, the members present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called .

Section 2. Special Quorum for Election of Directors. At any meeting of members at which directors of the Institute are to be elected by members of a membership class, voting as a membership class, the presence in person or by proxy, of members entitled to cast on a per capita basis one-fifth of the total number of votes entitled to be cast by such class at a meeting, in person or by proxy, shall constitute a quorum at such meeting of members of such class for the purpose of electing directors by such class.

Section 3. Voting by Members. Only members in good standing of voting classes shall be entitled to vote, as hereinafter set forth. Only members in Class I, Class II, and Class III shall have voting rights, provided, however, that the Board of Directors may establish, as a qualification for voting by any member in such membership class, a reasonable funding guideline applicable to all voting

Page 5 of 15 pages 11/09/00

Section 3. Notice. Written notice of the annual meeting, stating the place, date and hour of the meeting, shall be given to each member entitled to vote thereat not less than ten nor more than fifty days before the date of the meeting, as provided in Article XI hereof .

Article V SPECIAL MEETINGS OF MEMBERS

Section 1. Time and Place. Special meetings of members may be held at such time and place within and without the District of Columbia as shall be stated in the notice of the meeting.

Section 2. Calling of Meeting. Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Board of Directors, the Chairman, or the President, or by members entitled to cast twenty percent of the total number of votes entitled to be cast at such meeting.

Section 3. Notices. Written notice of a special meeting, stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than fifty days before the date of the meeting, either personally or by first class mail, by or at the direction of the Chairman, the President, or the Secretary. The notice shall also state by whom the meeting is called .

Article VI QUORUM AND VOTING OF MEMBERS; SELECTION OF DIRECTORS


membership classes on a non-discriminatory basis . Membership Class IV shall have no voting rights . On all matters other than the election of directors at any meeting of members each member of such voting class shall be entitled to one vote in person or by proxy for each one thousand dollars, or major fraction thereof, which each such member shall have contributed to the Institute by way of payment for the preceding fiscal year . In all elections of directors, each member of each voting class shall be entitled to one vote . Whenever any corporate action, other than the election of directors, is to be taken by a vote of the members, it shall, except as otherwise required by law or the Articles of Incorporation or these bylaws, be authorized by a majority of votes of members cast in person or by proxy at a meeting of the members at which a quorum is present. At least five days in advance of any meeting of members the Treasurer of the Institute shall deliver to the Chairman a report certified by the Treasurer and the Secretary of the Institute containing a list of members entitled to vote at the meeting, the dollar amount of all payments by each member for the preceding fiscal year and the number of votes to which each member is entitled in voting upon matters other than the election of directors .

Section 4. Selection of Directors. The voting members shall elect, by a plurality of the votes cast in each membership class, the directors of the Institute, except for such directors who either shall serve by virtue of their offices or who shall be otherwise designated as hereinafter set forth . Of the thirty directors :

(a) representing Class I members, one shall be the Administrator of Bonneville Power Administration or his designee, one shall be the designee of the Board of Directors of Tennessee Valley Authority; and seven others shall be elected by Class I members, voting as a membership class;

(b) fifteen shall be elected by Class II members, voting as a membership class ;

(c) two shall be elected by Class III members, voting as a membership class ; and

I See d) four all be e ernal dir ors to s e at-large design d jueXt by the isory ouncil pu uant to ch prose re s as ar approved the Bo d of

Dire o In the event that there shall be no members within a voting

membership class or such class fails to qualify for voting rights pursuant to Section 3 of this Article VI, no directors shall be elected by such class and the number of directors shall be accordingly reduced while such condition exists.

If at any time there shall be a vacancy in any office of director to be elected by a membership class, such class shall, at the next succeeding meeting of members at which directors are to be elected, elect a director to fill such vacancy for the unexpired term . The Board of Directors may, by a majority vote of the remaining directors though less than a quorum, fill such vacancy by interim appointment of a director to serve until such meeting choosing as such director, as far as practicable, an individual who is affiliated with the class which has the right to fill such vacancy and fill any other vacancy by interim appointment of a director to serve until the next succeeding annual meeting of directors .

Section 5. Procedures for Nomination and Designation of Directors. All nominations for directors to be elected and all other designations of directors to the Board of Directors of the Institute shall be made in accordance with these bylaws.

(d) six shall be external directors to serve at-large, designated by the Advisory Council pursuant to such procedures as are approved by the Board of Directors, except that the initial appointees to the two external seats added by Bylaw amendment in 2004 shall be selected by the EPRI Executive Committee.

Section 1. Management. The affairs and activities of the Institute shall be managed by its Board of Directors, which may exercise all such powers of the Institute and do all such lawful acts and things as are not by law or by the Articles of Incorporation or by these bylaws directed or required to be exercised or done by the members .

Page 7 of 15 pages 11/09/00

(a) At least sixty days in advance of each meeting at which directors are to be elected, on notice by the Secretary of the Institute and after consultation with the Chairman of the Institute and, at the Chairman's discretion, the Executive Committee, one or more nominations for each directorship to be filled by a membership class shall be submitted to the Secretary by the entity or organizations designated below as the nominating authority for that membership class. Of the nominees for election by Class I members, three shall be nominated by the National Rural Electric Cooperative Association, three shall be nominated by the American Public Power Association and one representing members described in Subsection 2(a)(4) of these Bylaws shall be nominated by the Executive Committee of the Board of Directors; nominees for election by Class u members shall be nominated by the Edison Electric Institute, Inc . ; and nominees for election by Class III members shall be nominated by the Executive Committee of the Board of Directors. In the event that no nomination is made by any of such entities or organizations for a directorship to be filled, nominations for such directorship may be made at the meeting by any member entitled to vote m the election of said director . Nominations for the directors to be elected by a single membership class may also be made upon the petition or request of at least twenty percent of the members of such class, such petition or request to be submitted in writing to the Chairman bearing the authorized signatures of such members at any time before the meeting at which such election is to be held .

(b) Except with respect to any currently serving director, pursuant to Section 4(a) of this Article VI Bonneville Power Administration and the Board of Directors of Tennessee Valley Authority shall each provide written notice of its respective designee as director to the Secretary, no less than twenty days in advance of the first such meeting of the Board of Directors which such director will attend .

(c) Pursuant to Section 4(d) of this Article VI, the Advisory Council shall provide written notice of its designees as directors to the Secretary, no less than twenty days in advance of the meeting at which each such director's initial term, or any extension thereof, shall begin.

Section 6. Inspectors of Elections. The Board of Directors in advance of any members' meeting may appoint one or more Inspectors to act at the meeting or any adjournment thereof. If Inspectors are not so appointed, the person presiding at a members' meeting may, and, on the request of any member entitled to vote thereat shall, appoint one or more Inspectors. In case any person appointed as Inspector fails to appear or to act, the vacancy may be filled by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each Inspector, before entering upon the discharge of his duties, shall give his oath faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his ability .

Article VII DIRECTORS

` nsa ion. To the extent permitted by law and the Articles of Incorporation, the members of the Board of Directors, or any group thereof, may receive reasonable compensation for their services as directors of the Institute and may be reimbursed for their expenses of attending meetings of the Board of Directors, pursuant to such policy as may be established by the Board of Directors.

Section 7. Reports. The Board of Directors shall present at the annual meeting of members a report, certified by an independent public or certified public accountant of national reputation, showing in appropriate detail the following :

(a) The assets and liabilities of the Institute as of the end of a twelve month fiscal year terminating not more than six months prior to said meeting.

(b) The principal changes in assets and liabilities during the fiscal year immediately preceding the date of the report .

(c) The revenue or receipts of the Institute, both unrestricted and restricted to particular purposes, for the fiscal year immediately preceding the date of the report .

(d) The expenses or disbursements of the Institute for both general and restricted purposes during the fiscal year immediately preceding the date of the report .

(e) The number of members of the Institute as of the date of the report, together with a statement of increase or decrease in such number during the fiscal year immediately preceding the date of the report, and a statement of the place where the names and places of residence of the current members may be found.


Section 2. Number and Composition. Subject to the provisions of Section 4 of Article VI, the number of directors shall be thirty who shall be selected as provided in these bylaws. No individual currently serving on the Advisory Council shall serve concurrently on the Board of Directors.

Section 3. Election. Except as otherwise provided in the Articles of Incorporation and these bylaws, the directors shall be elected at the annual meeting of the Institute.

Section 4. Nomenclature and Groups of Directors. A director may be distinguished from other directors by denoting the year in which his term of office expires and the membership class which he represents, if applicable . To the extent practicable, the Board of Directors shall be divided into four groups of directors, to the end that the terms of not more than eight of the directors shall expire each year.

Section 5. Term of Office. Any director holding office shall continue in office until his successor has been elected and qualified . A director elected at the annual meeting, or selected as otherwise provided in these bylaws, to replace a director whose term expires shall serve for a term of not more than four years and shall serve until his successor shall have been elected and qualified . Persons shall not be eligible to serve for a second term on the Board of Directors until the expiration of one year after the expiration of their respective terms of office . In applying this disqualification, however, any service for a shorter term than four years shall be disregarded. Furthermore, in an case w the interest of the Institute to be best served, the Board ma , in it discretion, grant exemption from such J~ ~NQ~~Rqr~ fiemio ~ ono inn

Section 5. Term of Office . Any director holding office shall continue in office until his successor has been elected and qualified. A director elected at the annual meeting, or selected as otherwise provided in these bylaws, to replace a director whose term expires shall serve for a term of not more than four years and shall serve until his successor shall have been elected and qualified . Persons shall not be eligible to serve for a second term on the Board of Directors until the expiration of one year after the expiration of their respective terms of office . In applying this disqualification, however, any service for a shorter term than four years shall be disregarded. Furthermore, in any case where it deems the interest of the Institute to be best served, the Board may, in it discretion, either extend the term of a director for one (1) year, or grant exemption from such disqualification and permit a director to stand for election by the Membership to a full four (4) year term.

Section 1. Place. Meetings of the Board of Directors, annual, regular or special, may be held either within or without the District of Columbia.

Section 2. Annual Meeting. The annual meeting of the Board of Directors shall be held on the same day and m the same place as the annual meeting of members or at such other time and place as shall be fixed by resolution of the Board of Directors and no notice of such meeting shall be necessary in order legally to constitute the meeting provided a quorum shall be present.

Section 3. Regular Meetings. Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the Board.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman or President on not less than ten days' notice to each director, given by first class mail or not less than two days' notice given personally or by electronic transmission, telegram or telephone or by the Secretary in like manner and on like notice at the written request of six directors.

Section 5. Waiver of Notice . Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting the lack of notice, either prior thereto or at the commencement of such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except that amending or repealing a bylaw or adopting a new bylaw must be so specified.

Section 6. Quorum and Voting. One-third of the directors composing the entire Board of Directors shall constitute a quorum for the transaction of business . The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law, by the Articles of Incorporation or by these bylaws. If a quorum shall not be present at any meeting of directors, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Informal Action. Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken at a meeting held by means of conference telephone or any other means of


The annual report of directors shall be filed with the records of the Institute and either a copy or an abstract thereof entered in the minutes of the proceedings of the annual meeting of members.

In addition to making an annual report the Board of Directors, so far as it deems reasonably practicable, shall arrange, through other report by it or its officers or by other suitable means, to keep the members advised of significant developments and progress in the research and development programs of the Institute.

Section 8. Attendance . The Board of Directors may establish and enforce such reasonable requirements governing conduct of directors, including but not limited to, provisions for removal of a director for failure to attend meetings of the Board of Directors, or for other cause, as the Board deems appropriate .

Article VIII MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Executive Committee. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from its own membership an Executive Committee, which shall be elected annually consisting of four directors and the Chairman (a director) so that the Committee contains three directors elected by Class II members and two other directors and in addition may designate in the same manner two alternate members of the Committee of whom one shall be a director elected by Class u members who may serve as the alternate and may act for any unavailable, absent or disqualified member of the Committee elected by Class II members, and the other shall be another director who may serve as the alternate and may act for any other unavailable, absent or disqualified member of the Committee. To the extent feasible, the Committee shall include as members or alternates an external director and directors representing Class I and Class III members .

The Executive Committee may exercise all the powers of the Board of Directors between meetings of the Board except :

(a) The submission to members of any action requiring members' approval ;

(b) The filling of vacancies in the Board of Directors or in the Executive Committee thereof;

(c) The amendment or repeal of the bylaws or the adoption of new bylaws ;

(d) The amendment or repeal of any resolution of the Board which by its terms shall not be so emendable or repeatable ;

and as otherwise required by law or by resolution of the Board of Directors. The Chairman shall preside at meetings of the Executive Committee. Vacancies in the membership of the Committee shall be filled by the Board of Directors. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board. Three of the directors composing the entire Executive Committee shall constitute a quorum for the transaction of business .

Section 2. Special Committees. The Board of Directors may create one or more special committees of the Board as may be deemed desirable, but such committees shall have only the power specifically delegated to them by the Board of Directors . The members of any special committees shall be appointed by the Board or by the Chairman .

11/09/00 Page 10 of 15 pages

communication by which all persons participating in the meeting are able to communicate with one another and such participation shall constitute presence in person at such meeting. In addition, any such action may also be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or committee members entitled to vote . Such consent shall have the same force and effect as a unanimous vote .

Article IX COMMITTEES OF THE BOARD OF DIRECTORS

Section 1. Notice to Members and Directors. Whenever, by law or the Articles of Incorporation or these bylaws, notice is required to be given to any director or member, such notice may be given in writing personally or by first class mail, addressed to such director or member, at his address as it appears on the records of the Institute, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, electronic transmission or by telephone.

11/09/00 Page 11 of 15 pages

Article X OTHER COMMITTEES OR COUNCILS

Section 1. Advisory Council. The Board of Directors shall appoint an advisory council of not more than thirty persons who, so far as practicable, shall be broadly representative of the public interest in the programs of the Institute . The members appointed to such council may include, for example, such persons as representatives of electric power consumer organizations, environmental and conservation organizations, the scientific and academic communities, state regulatory commissions, federal agencies, research organizations, and manufacturers of electric utility equipment. The National Association of Regulatory Utility Commissioners shall have up to ten of its members appointed to the council . No full-time employee of an electric utility or of any other organization that is a member of the Institute and no individual serving on the Board of Directors shall be a member of the council except that the Chairman of the Board of Directors of the Institute shall be, ex officio, a member of the council . The initial term of any appointed member of the council shall not exceed four years . At its discretion, the Board of Directors may reappoint or extend the term of any such member for an additional term which also shall not exceed four years . The council shall meet at least once each year and at such other times as the council may provide or on call of the chairman of the council or on request of any ten or more members. The council shall elect annually one of its members as chairman . Except with respect to the designation by the council of external directors to serve on the Board of Directors, as provided in Article VI, Sections 4(d) and 5(c) of these bylaws, the council shall act solely in a consultative relationship to the Board through the exchange of information and advice concerning the programs of the Institute.

Section 2. Additional Committees . The Board of Directors may appoint, or provide for the appointment of, such technical committees as it may deem necessary or advisable to assist in the research and development programs. It may also from time to time create additional committees for such purposes as it may determine . The Board of Directors may appoint, or provide for the appointment of, the members of such committees who may include, but need not be limited to, representatives of members of the Institute and who may be appointed to such committees by virtue of their office or former office in the Institute or other entity, public or private.

Article XI NOTICES

Section 1. Election . The Board of Directors, at each of its annual meetings, shall elect for a term expiring at the next succeeding annual meeting of directors, a Chairman (who shall be selected from the membership of the Board of Directors), one or more Vice Chairmen (one of whom shall also be a director), a President, one or more Vice Presidents, a Treasurer, a Secretary, and a Comptroller who may, but need not, be employees of the Institute . Any two or more offices may be held by the same person, except the office of President and Secretary .

Section 2. Additional Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 3. Compensation. Each officer selected from among the membership of the Board of Directors shall serve without compensation as an officer of the Institute provided, however, that compensation of such individual for service as a director of the Institute shall be governed by Article VII, Section 6 of these bylaws. The salaries of all other officers shall be fixed by the Board of Directors.

Section 4. Removal and Vacancies. Any officer elected or appointed by the Board of Directors may be removed with or without cause at any time by the Board of Directors . Any vacancy occurring in any office of the Institute may be filled by the Board of Directors .

Section 5. The Chairman. The Chairman shall preside at all meetings of the Institute and perform such other duties and have such other powers as may be provided for by the Board of Directors or these bylaws.

Section 6. The Vice Chairman. The Vice Chairman who is also a director, in the absence or disability of the Chairman, shall perform the duties and exercise the powers of the Chairman . Each Vice Chairman shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe .

Section 7. The President. The President, subject to such limitations as may be imposed by the Board of Directors, shall exercise supervision and control of the activities of the Institute, shall have supervision over the employees including their employment and discharge, shall have full authority, except as otherwise provided by law, these bylaws or otherwise by the Board of Directors, to delegate to other officers such powers and authority as are upon him conferred by law, these bylaws or otherwise by the Board of Directors and shall have such other duties as the Board of Directors shall from time to time prescribe. The President shall execute bonds, mortgages and other contracts requiring a seal under the seal of the Institute, except where required or permitted by law to be otherwise signed and

11/09/00 Page 12 of 15 pages

Section 2. Waiver of Notice . Whenever any notice of a meeting is required by law or the Articles of Incorporation or these bylaws to be given, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the meeting, shall be deemed equivalent to the giving of such notice .

Article XII OFFICERS

executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Institute .

Section 8. The Vice President. The Vice President or, if there be more than one, the Vice Presidents, m the order determined by the Board of Directors or, if not so determined, the President, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors, the Chairman, the Vice Chairman or the President may from time to time prescribe.

Section 9. The Secretary and Assistant Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and record all the proceedings of the meetings of the Institute and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required . He shall give or cause to be given notice of all meetings of the members and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman or President, under whose supervision he shall be . He shall have custody of the corporate seal of the Institute and he, and any Assistant Secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed it may be attested by his signature or by the signature of such Assistant Secretary . The Board of Directors may give general authority to any other officer to affix the seal of the Institute and to attest the affixing by his signature. The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if not so determined, the President, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe .

Section 10. The Treasurer. The Treasurer shall have the custody of the funds and securities of the Institute and shall deposit all moneys and other valuable effects in the name and to the credit of the Institute in such depositories as may be designated by the Board of Directors . The Treasurer shall disburse the funds of the Institute as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Institute.

Section 11. Treasurer's Bond. If required by the Board of Directors, the Treasurer and the Assistant Treasurer or Assistant Treasurers shall give the Institute a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Institute, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Institute . The cost of such bond shall be borne by the Institute .

Section 12. The Assistant Treasurer. The Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors or, if not so determined, the President, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers

11/09/00 Page 13 of 15 pages

Section 1. Actions Other Than by Institute. The Institute shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Institute) by reason of the fact that he is or was a director, officer, committee member, employee or agent of the Institute, or is or was serving at the request of the Institute as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amount paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Institute, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful . The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of polo contenders or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Institute, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful .

Section 2. Action by Institute. The Institute shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Institute to procure a judgment in its favor by reason of the fact that he is or was a director, officer, committee member, employee or agent of the Institute, or is or was serving at the request of the Institute as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including

11/09/00 Page 14 of 15 pages

of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

Section 13. The Comptroller. The Comptroller shall be the chief accounting officer of the Institute . He shall be responsible for, and shall keep, full and accurate books and records of receipts and disbursements and all other financial transactions of the Institute. He shall audit and approve bills for payment, receiving proper vouchers therefor, and shall perform such other accounting duties and functions as the Board of Directors may from time to time prescribe .

Article XIII GENERAL PROVISIONS

Section 1. Banking and Investment. All checks or demands for money and notes, safe deposit or safe-keeping documents, savings certificates and all other banking and investment documents of the Institute shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate .

Section 2. Fiscal Year. The fiscal year of the Institute shall be fixed by resolution of the Board of Directors.

Article XIV INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. Amendments. These bylaws may be amended or repealed or new bylaws may be adopted at any meeting of the Board only by the affirmative vote of a majority of the entire Board of Directors and, in accordance with Articles VIII and XI of these bylaws, upon notice or waiver of notice .

11/09/00 Page 15 of 15 pages

attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Institute except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Institute unless and only to the extent the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper .

Section 3. Successful Defense of Action. To the extent that a director, officer, committee member, employee or agent of the Institute has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith .

Section 4. Required Determination Concerning Conduct. Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be made by the Institute only as authorized in the specific case upon a determination that indemnification of the director, officer, committee member, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceedings, or if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

Section 5. Payment in Advance. To the extent permitted by law, expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Institute in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of the director, officer, committee member, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Institute as authorized in this Article .

Section 6. Nonexclusion of Other Rights. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, committee member, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person .

Article XV AMENDMENT OF BYLAWS

Title & Average Contributions to Hours Per week 2004 Employee Other

Name & Address Devoted to Position Compensation Benefits Plan Allowance

Kurt Yeager President and CEO $929,775 * ** 687 Erie Drive 100% Sunnyvale, CA Retired

Stephen R. Specker President & CEO $163,105 * ** 42190 N. 107'hPlace 100% Scottsdale, AZ

Richard L. Rudman Chief Operating $581,219 ~' ** 4 Shasta Lane Officer Menlo Park, CA 100%

Wade P. Malcolm Technical VP *** ** 869 Quetta Ave. 100% Sunnyvale, CA

Clark Gellings Vice President $294,591 * ** 3431 Oak Lane 100% Morgan Hill, CA

Ted Marston Technical VP $334,104 * ** 1921 Waverly Street 100% Palo Alto, CA

Terrence G. Surles Technical VP *** ** 1312A Mallard 100% Richmone, CA

Henry Courtright Technical VP $324,056 ** 15485 Jackson Oaks Dr. 100% Morgan Hill, CA

Stan Sussman Technical VP $150,514 ** 739 Josina Avenue 100% Palo Alto, CA

Mark Gabriel Vice President $300,401 ~' ** 1940 Palmer Drive 100% Pleasanton, CA

Form 990 - Part V Page 1 of 2

* Amount equal to 10% of employee's salary is contributed to defined contribution pension plan.

** These officers receive the standard fringe benefit package provided to all EPRI employees .

*** These Officers became officers of EPRI in 2004 but were employees of EPRI subsidiaries in 2004. They became salaried EPRI employees effective 1 / 1 / 2005 .

Form 990 - Part V Page 2 of 2

Nancy Mason Vice President $286,928 ~' ** 21910 Byrne Court 100% Cupertino, CA

William Clark Treasurer $217,552 * ** 156 Marvin Avenue 100% Los Altos, CA

Robert Schrnid Assistant Secretary $127,266 ** 2229 Walnut Grove Av 100% Palo Alto, CA

Norma Formanek Vice President and $228,597 * ** 325 Parrot Dr Corporate Secretary San Mateo, CA 100%

David Modeen Vice President $258,083 * ** 4351 Enchantment Cove 100% Charlotte, NC

Kevin Evans CFO $301,730 ** 18137 Via Encantada 100% Monte Soreno, CA

** Salvador A. Casente, Jr . Assistant Corporate $75,251 980 Buckland Avenue Secretary San Carlos, CA 100%

Mary B. Kakio Asst . Corporate $83,140 * ** 1693 B. Stevens Place Secretary Los Altos, CA 94022 100%

Board of Directors 6 days per year None None

GOVERNANCE

Salvador A Casente, Jr., Assistant Corporate Secretary

?4

Board of Directors

Eugene W Zeltmann, Chairman New York PbwerAuthortCy Jeffry E Sterba, Vice Chairman Public Service Co. of New Mexico Fran~ois Ailleret EDF ElectricitE de Prance William L. Berg Dairyland Pbwer Cooperative

Kevin Burke Consolidated Edison Co of New York, Inc

Michael J Chesser Great Plains Energy Susan F Clark Radey Thomas Yon & Clark, PA. Phyllis E. Currie Pasadena Water & Power Department. Erroll B. Davis, Jr. Alliant Energy Corp John M. Derrick, Jr. Pepco Holdings, Inc.

Robert W Fri Resources for the Future

ThuLani S. Gcabashe ESKOM

Steven G Hickok Bonneville PowerAdministratton

G Edison Holland, Jr. Southern Company

Ralph Izzo Public Service Electric & Gas Co

Neville O. Lorick South Carolina Electric & Gas Co

T Michael May Hawaiian Electric Co

Glenn L McCullough, Jr. Tennessee Valley Authority Steven E. Moore OGEE Electric Services William J. Museler New York ISO Joseph V Parrish Energy Northwest Robert E Powers American Electric Power, Inc Walter R . Quanstrom BP, plc (ret.)

Mark T Savoff Entergy Corporation Philip R . Sharp Van Ness Feldman

Charles W Shivery Northeast Utilities John L. Skolds Exelon Corporation Gary L. Smith Alabama Electric Cooperative, Inc. Cory C. Voigt Arkansas Electric Cooperative Corp. Larry L Weyers Wisconsin Public Service Corporation

Officers

Eugene W Zeltmann, Chairman Jeffry E . Sterba,Vice Chairman Steven R Specker, President and Chief Executive Officer Richard L Rudman, Executive Vice President and

Chief Operating Officer Kevin R Evans, Senior Vice President and Chief Business Officer

Theodore U Marston, Senior Vice President and

Chief Technology Officer Nancy G. Mason, Senior Vice President, Human Resources and Administration

Henry A Courtnght,Vice President, Generation Clark W Gellings,Vice President, Innovation

Wade P Malcolm, Vice President, Power Delivery and Markets David J Modeen, Vice President, Nuclear Power and

Chief Nuclear Officer Terrence G Surles,Vice President, Environment William J Clark, Vice President, Chief Financial Officer and Treasurer Norma G. Formanek, Vice President, General Counsel and

Corporate Secretary Mike Howard, President and Chief Executive Officer,

EPRI Solutions

Christian B. Larsen, President and Managing Director,

EPRI International

C, "I I FLFCTRIC RESEARCH IONSTITUTE

TOGETHER . . . SHAPING THE FUTURE OF ELECTRICITY

The Electric Power Research Institute

(EPRI), with mayor locations in Palo

Alto, California and Charlotte, North

Carolina, was established in 1973 as

an independent, nonprofit center for

public interest energy and environmental

research . EPRI brings together member

organizations, the institute's scientists

and engineers, and other leading experts

to work collaboratively on solutions

to the challenges of electric power

These solutions span nearly every area

of power generation, delivery and use,

including health, safety, and environment

EPRI's members represent over 90% of

the electricity generated m the United

States. Intemanonal participation represents

nearly 15% of EPRI's total R&D program.

Cover Composite satellite image showing the distribution of electric lights and other sources of illumination around the world Photo from Digital Vision

ABOUT EPRI

" . .' .

coun[les5 other electu:; utilities throughp&taaton anii the ~ ' -~ccomgl~nt Uniquely among organizations in the electric world and you set Ui¬-ertoimous impact btM"' , pcawer insfry, the Institute offers rich opportunities for its

-A~z~e Pc~~tiCZ Autt~ori q~~ ~~~aid memik~'sh~p ~'th~7nstitute not ~LC ;$holders1o take control of their future through the rewards of .',ttt55l~~di~ . But beyond even this, our efforts can profoundly 'a .but as an oji~5~ty to shape the fiz~ur - teii 66 ty i~d~,s =~~are more full'V.irt His - ro ess . Lake t1Yd~aikr

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=most ;ntorit. growth .-Van carry forward this organization's tradition of faking '- overcoming seerrungly insurmountable problems

our success, we can create a brighter, cleaner and dive future for our industry and the world

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CHAIRMAN'S MESSAGE

--

he_imef the Electric Power Research Institute -to- - Chaxi~e. fhu-excumg new collaborative endeavor-CoalFleet for as'never,n~gt~at~:-Limits on criti~~t1ig~ , rings together the future commercial development

Tsu~P6 ~~re becoming- ev~~5ie. Tfi apparent 3t~ the-~`` of'gnpwi~g ,, 1tiC~eg~ated,gasificauon combined-cycle (IGCC) technology and demand The lustonc -te nsi~n between -en aB& envuonmenpl = other clean»wal technologies It came out of the blocks m 2004

levels . And priorities-is approachin-9-mew h great_su~cess, drawing on the interests of more than 30 ACIA --aad wit pect t .cent comparu t e ex atio~~Oa-ZU ury sodetr m,-A increasing . b heve they must better position themselves to

d -with a~-r rbon-constrained world-and a world in which the All of tkus,(~*ed iunprcCedenW~5Ciet}fific d-6hSthen the security and reliability of energy sources aridt~pis~otogical challenges _fot our indus- encourage the efficient use of energy will take on still try. *i& sEr-~ctictY at stake, the Instituteind -, ErrVW~ncy, EPRI is also addressing these imperatives by its nemhel5'must enter dais nesv ewi~ a ~g-the development and demonstration of a plug-in rede# c~ti~n to'the extraorciiz~ry p~~vei of hybrid-electric van, a particularly prorrusmg advance in clean co1&dtii5n. That-.power <ttCrS cue single -sportation technology Wre56 hope for surmnunciH~ tl«=formicia- _ _ ble dittfbriges we face . Jhe -year was a tune of transition in the institute's leadership

asj7s s se?en Specker succeeded Kurt Yeager as president and As presldegf :cif the NEW 14rk Power .. Autho

c~ue~-Pxeciitive officer upon Mr Yeager's retirement after eight my ice 0~7, Y have seen __A_ yALS trt t t .posiuon and 30 at EPRI Steve Specker has worked the value of-extensive participation ~.in the-e~~~ power industry for three and a-half decades and Perhaps. our inert stri3cmgepliaborative eff6t=_ has quickly-put his experience and expertise to use in budding

L~eea the installation QF A-~nvertible 4 .~.= upon' KurrYeager's imposing legacy It has been my privilege to ~I~-~c~~~rensator (CSC), rye-~F~3°s most; �,_.~~r k with each of these talented and dedicated men in pursuit of ~~ device- for coxii*6 ljtigvoltage and ppwer t1¬ w-s on- the natson's vital goals

nsmission lune~ ~fiu~ the Institute, cFuS-pi~3eering 7

. '~~s~o~cti-~cl numerous others fat=t~er tlufhonW has uiui~r~ ;=Rr ; ' 'FTI E38iev6=~r~tsthese goals are well within our reach and that the taken y have-been possible :; CtatF3he same, patzem ror *u -- Electric- r Research Institute is poised for a new era of

~o 1a niazn~nrum in 20( ited a sold fpuidat dn-for

Thanks.io!~~°far:pte', we t F(xtc tee the daEugene W: Zeltmann eac4*I power stadortand distributed generation so_:~Wrilke_:~i !e-Iiidied so that tfiw gridpperdtes as a since ̀%trC'-system - ~ - -- -The- ft_fi~~6ci.intends W remain at the forefront-iii :c 9.'an effective. technology strategy for dealing with gfoti~fca re - -

s

PRESIDENT'S MESSAGE

W_- ,n to the EIettdC Past R6~~itrch iowtute=shc St~t~lieton8 Programs ttis ago, I had t7,e=gaCadYad¬age Qt'seeing it W*}reyes. this report you will find seven examples of the richly var-

.'aC I saw was~~qWinW, In iiip firseweelI~brtefed,4y: r= _, ' ;~d -~deno#~nously important work we do, as well as a recap of ` . some 9~-tfl~ foremost auEhonties-o~tr~ei~ier4.1 lus varye =_= *a Mme bf QAfrrnost significant technical accomplishments for 2004

ofttdtiuea ¬arras--nuclear fuels,~cgasi~c~tacjn ; snerr,~ ggglsre,narkably broad and deep R&D portfolio covers more l , vnv}n~Oqntrols, sttees5 -oft icrac ~e#ng; electric - than $Wgxagand hundreds of individual projects Working

tfi~~keG _d -&- ( ppwer qu.ility and~~g, ~~~ q,~vatious advisory councils, we have initiated a complete tett?3odeling and ppLcy-as~ent. I rigorous review of our portfolio to make sure that each pro-

thatthe Tnstittre'~was=an - g15 roEif~st and relevant An important part of this effort is a outstanding otganizafiun . Wr I had no xfea --seconftguof our programs to provide a comprehensive port-_~fs-oveir,~lbreadch c~f uileil~ : folio of teology options for a carbon-constrained world We

see ele as a key part of the solution for reducing the _+ f=adso saw an oigant~ ith great - - =

r opportunities to i~ se end broaden-Cir~ Peen cts of human activities on climate, and we are com-

value provided Ca its-member organiya~bns , ;- »ttecting accelerate the commercialization of non-errut-

pthex collabc>fative its, and the =_ ~g an'd 'errutung generation technologies and of more-effi- -` 'dent transmission and end-use technologies public. "Unlockitig this~onal value and -

t4e total v~t~e tT~.i3~ed from otiF = Enhancing f&hnology management f ~Ytabt5t~tive" progprri5 waoui primary _-Ip listening to a wide variety of our members' senior executives fQetduring the coming m(~npgd years . oVor the= past six months, I have been surprised by the wide Wewill do t ~y~1) simplifying ~cr~_ , - yariaW(* in -heir perceptions of the overall value derived from SrreamUruugour structut'e and prc5cess~eK,- -_ ` , ~ ~$ nt~~ ~$nt in EPRI's collaborative programs This variation

. . . . -~ ..~ , (2) broadeninb paivepaEton in our C-0066- appears : wponelate closely with the effectiveness of each rauve acxitflt~st ~~ strengthening and 1_ire~n g our techniCAl - _ member's te&nology management and transfer processes We ~ntl scieri~c cilYo, and (4) enhanCuig:teatpgy managesiie~t "~ eveoverall level of derived value could be substantially

f' ~~t~~ans¬er prcsc~sses. ,ived'through a sharing of our members' best practices In 006 launch a technology management and transfer 1~e~rcing :~mplexity . _-. ., 2 ~ ~'~

` - t~es~ptices initiative with the objective of working more The - ~c 'of EPRI's stY'tx~~_~i[QCesses has -too afCen =-_ -;. It close~tfi individual members on best-practices most appropn-made uti3 d~i~vlt to work with a 45 :~Q ~lit~_respond a

Ate to their .'Fspecific situation =' ~nsumed intei-~iaC r~sbiit~es an~f enelgy .tl~~ t~better bi-,

;taPd-on providing -ad ditional value. In_tate2tX#=*_67acted ~~-closing I want to say how proud everyone at EPRI is of the ~rc,tizo~ly .and efEecCIveI~ t~ reduce thisccim~sZ eonsoltdati-u- _ role we play in shaping the future of electricity and how committed

-"the Institute's "Ean3ilg-ci~ cpsnpanfes"_from seY =two aiid~, .,=; e are to enhancing the value of our collaborative activities to fim~? ,. "-sEr~h , 'rig $i's 1wjernal organizational siti~e = ourmembecs and to society at large We are optimistic about our - 40Utiar!ation Iiist~&-It was- dissolved end ~stfii~i- T+ I;iture gVd the future of electricity Our financial condition is

-rris folded bAeksi~uit-W 'tie also consolidit~r - ~5.d,-iind we are confident that our funding, which has stabi---~- ` - k a_U: ~ubskliaries inCC~~ skigCe,C2?rnp3ny; called lutidns,' :' , e&Uver, the past several years, will grow as we enhance the

-- ~<3 to 6e stronge[fDre fizia t~ctally sound( ; s~"r posi- ofydur Activities Electricity is a wonderful [tong that enriches cq-serveAt&.* =bash, Siinplification atrci ding of the lives of people all over the world Together with you, we

-fur Cam, processes wilt-Cue ~be a key pnori~ c~rtiing the lpok-~Q~atd to shaping a future of cleaner, more reliable, and MA year. `_ _- _ =; Y- - _ = more efficient electricity for an ever-expanding percentage of the

-- world s 'p Ilauon Broad~a~i~c3~~ic~ - . ~ - _FXWbarative processes aniraecivities provide _a4fet1t" ---, - ---under ich a, broad taniga of-$ultWotders ran c ie-zogetFiee to -shape a future _of-deader; more reliably-,_an_-L ~tc~3~cient elec rrici~ . l~!x ~~leve that a b}ggerr, e ;ve "tent cap provide _ . ~ . `-

-tiie coining "months lfvWz ~ reaching i r~en==great value . in, out to prQiid~ a coftabarative fona;n 1n ic~~=growing base,of ' Steven-Seer our ttaditienat-utility members tact ic1t E~ a broader range p ~~ CEO of emational, government, and stippWr,paiTicipants. The GDadFleet for Tomorrow program cescribed.}axr iii-this report _ -exemplifies the broader participation that ire-be striving to =_= . achieve across all of our programs .,

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Together, EPRI and its members are shaping the future of electricity

for the greater benefit of the industry, its customers, and society.

The power of EPRI's collaborative R&D process is demonstrated in the

examples that follow.

Since 1973, when all sectors of the electricity industry-public,

private, and cooperative--first pooled resources, the Electric Power

Research Institute has maintained one of the most successful

collaborative R&D programs in the world. EPRI brings together

member organizations, the Institute's scientists and engineers, and

other leading experts to work collaboratively on solutions to the

challenges of electric power.

Today, this collaborative approach offers all participants real, tangible

advantages : First, it enables them to focus their collective knowledge

on problems too large for individual organizations to tackle alone .

Second, collaboration multiplies the power of their financial invest-

ment in problem solving.Third, it gets results . From operations to

infrastructure to the environment, collaboration enables participants to

develop a broad portfolio of innovative technological options for

addressing short-term needs and longer-term considerations.

Tomorrow, the technical challenges will increasingly engage a wide

range of scientific and technical disciplines or require basic research

to help resolve practical issues; in these cases and in those where

breakthroughs and novel approaches show special promise, EPRI's

Technology Innovation program adds unique crosscutting expertise

to the core R&D efforts .

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ENSURING CLEAN, COMPETITIVE COAL GEftiIERAtO1-,

o the surprise of many, construction of - _=Dg1he long lull in new P4nrcoritrud'i0fil coal-based power plants appears poised for a --any ~rnefakioi! companies 14sC =Eheit dip renaissance Although coal-based power plants = j--and,cofistruCtiots culture ~s inanty-sego id_ have tong been die workhorse of electric = er~ine~r& Yetired .-fur-ren#y, thesire&Wey generation systems throughout the world, few - .faC~-nb~ oily a-shoCe of ~ ex%pe~'ieIIC~d= . ~= new plants have been built over die past 15 = ~15 F also tIikel&o`t1at CQ~ years, except in Asia Record high natural =- t~sin ?'lans will be ir~posed met=t31

zziordc~cii ._ gas prices and concerns about energy inde- _- ~~ -of nevv g7ants, reqstiru3g: pendence have combined to renew interest ~~~~rP?!Ose.- _ - _ ~ - =--

m a fuel once thought to have a narrowly __ 'oti$iiout the 15~year fall--off I1 new ~c0,31 circumscribed future Iatit-co"sttuetiorl EP RI aid 1'5 ix14a-d-

-_,

--: governiment partners worked-top g ether to - -`- - st*ta0==op*ns_for 1ttture advasieEd-cio0' _=r ; - 0owo s tems. Ire 2004, EPRI uuppleia~xited

Ra - - = -

~'1

COAL FLEET FOR TOMORROW

its ~stalilis~ied_prtigr~m~in advanced coal _ ~ . R&D With ~ new,so#abt?.t'attYe initiative

_ designed tQh'etp povc7er .generators make --_, --~'~prtadent rapac,tjt-ex~iatasion decisions Known

__ -as`-¬pa3Pteer for Toi~pri'oW;_tttis imitative will acceleiate commercaal development of -= jategrafe4asffiqtion GdraWed-cycle (IGCC) ~ec~no~~at~ chef advanced coal tech-ii~~lou,,~ ~`h the Lion of "early

,,~>l~nt tjr;ptnyei~~I~s IiPalpng generation

of specifying

iellal~l~ ytge~-c~!_c~~c arc-advanced coal plants

arAd tuxtfSFCIite cegiflatory approval for their x ti . rT ~c~nSttuC~t<% + incl q~er.~Tion .

t.t s -- Tlic Ct aFiqt tcu*_-c0rnprag world-class 1Gt ~ e~p~~ t~i~i~~Tr~wprkgroups, and : :~'hC S,.~t~-k~ t~e~pmg-=ne~,1plant design

Iin-.- tt~~t :iZ3dt~s5 pser-requirements and ~ti~cjn~*afhecEfrczm existing

Ira ~ ~r~~~~cw he[j~p~zver gMerators and ~J~ u era ziegrel~,P be site-specific

- Fea,c~~1Ji~5, Ad ~eIinry engineering l~ "~~~r~i~trer~ ~;(o) ttting and

r '~ ~dQ ~ engineering . a=i 1 r c F i :c SYit~lc ;s fc~F at~nced coal tc ~ ~uiQ ,,~ Pr coal types ;1 ; ; F~rnc~>~~a~.sEs=nab oily the leading tee r ten~~o~e~tbuc-also kph-efficiency 46 itt~tr'` ~ .~itc~es,-sudt'as ultra-~~2er~~ut~erizeci-cval'c6mbustion

= ascl Oki gjhudized-bed combustion ~virl~ surcsitical stets conditions

a . .

EPRI's collaborative efforts promise to help power generators and their customers save millions of dollars in capital, engineering labor, and operation and maintenance costs for both existing and future capacity while accelerating new plant development by up to three years and improving environmental performance

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To help CoalFleet participants compare coal power system options with alternatives, EPRI is also developing financial projections for dif-ferent types of advanced coal technology and generation companies And EPRI continues to support a successful pilot facility to prove the capabilities of a "transport gasifier" that appears especially well suited for low-rank coals-the most economical fuels available m many parts of North America, India, and Australia

Together, EPRI and the industry continue to work on the environmental challenges of the future, including long-term climate change management Although coal power plants are often cited as significant contributors to increasing concentrations of COz in the atmos-phere, a growing number of organizations--business, regulatory, and environmental-now view advanced coal technologies as a partial solution to the task of reducing COZ emissions

CREATING THE SMART INFRASTRUCTURE OFT~-E FUTURE .-

-o rv~ . ne~se~

'stand PotivcrAuthbri,'y _, . . ~ .

11,e basic technologies needed to create a more resilient and responsive power--deliv cry grid are available today The challenge-is how to begin integrating them so---that They will be compatible with future customer needs and be able to take advantage of =_ emerging technological opportuntties.In 2004, EPRI rook a mayor step toward facilitating= such integration with the publication of the IntelLGnd'" Arch itecture-dle first compre---_ hensive technical framework for linking communications and electricity into a "sri2art _ grid" drat will offer the unprecedented flexibility and functionality required by an increasingly digital society

For consumers, a smart grid will nit only pro-vide greater reliability by preventing regional power interruptions, such as the Northeast-

T' ~J

1NTELLIGRID

=_- I~1°~cke,q e _ 3, but will also enable r~~ u,r R-canced services, such a ; n nnaEe g,3butage detection, demand n p�or~ --gauon, and real-time pri~,in =_ - _ rt grid technologies will

~iutomated, self-healing p9_ -` and an opportunity to

lrrcf develop new business

T c : S - - ' Architecture, EPRI b cr~ - sortium of diverse

including utilities, ~di5ufactutrers, and government

- ~~itlrinput from these stakeholders, E - ~ ~~?ert~,, t1e,~ doped the standards

n&,:d to provide a high-level 3rr~~ - +z ~~n*graUOn that will cut

f ~-ip*fating boundaries and axhe architecture is already

~ring'a coherent approach to raging large utility infor- aiid control systems The

c 'comission, for example, is <1,+n work with three mayor IM. automated demand-

Fs~.s-1or. the state Electricite de . .~-'r,' ;'e'afChuectw-e in redesigning , .~.. . ,. al f,

_ ' frration systems to meet -- nng requirements of the x

- : - -~s 's°success, the IntelliGrid

Cats develop a consumer portal = that cans ~i d~ tli~ critical link between ~ ._ ., . .

_QtnQrs and the integrated utility energy= . . . " : _ . cancans network Such a portal will oWbie7th--stwing of information

--between the network and the new generation pf-.antes;wnt consumer appliances now entering EYie xttti two-way communica- Eie~n~~~1~-mill eii'at~Ie uuliueti to offer

"Billions of dollars will be invested over the next few decades in replacing equipment with economic life spans of 40 to 50 years," says Kevin Burke, President and Chief Operating Officer of Consolidated Edison of New York "This turnover of assets must incorporate the latest technologies, recognize the interrelationship between the electric power system and other critical infrastruc-tures, and be done in a carefully managed way The InteILGnd Consortium is leading the way towards integrating technologies that enable this strategic goal "

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demand-response programs that operate at the level of individual appliances-improving load management while lowering customers' energy costs EPRI will assume an essential leadership role to ensure that the consumer portal uses open standards, and provides "plug-and-play" capability for various communications media

At the network level, the IntelliGnd team is working toward development of a distrib-uted autonomous real-time system (DARTS) for power grid control DARTS calls for the use of intelligent, computerized agents embedded at various levels of a control hierarchy The control agents can be intro-duced gradually into existing systems to improve network performance, enabling the power delivery infrastructure to evolve in ways that make it more robust, adaptive, and self-healing in 2004, the project achieved a key milestone with the develop-ment of fast simulation and modeling tech-niques that can be used by the DARTS agents to monitor network conditions and respond quickly to potential disturbances

TECHNOLOGY OPTIONS FOR A CAR BON-C.:.ONaTRAlN F:D ̀ mVORLD

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he release of greenhouse gases has The Carbon ManaSemenC_P ¬srfollo features ali early been i etiu icted in some parts of the projects and progxarbs designed to inform _-world, and constraints nn carbon emissions technical and- busuiess'deeision making, sup- may become a reality in the Llmted~aies in port effective policymakmg, and accelerate the future To help electric power companies technology innovation . This work is guided

and other stakeholder~ understand potential at every stage by a pragtic assessment of

management options fir such an eventuality, - - Policy alternatives and a critical awareness of die

EPRI is building a comprehensive carbon scientific underpinnings of climate change .

management portfolio hased on its more _ than 30 years of xience, technology, and environmental leadership

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CARBON MANAGEMENT PORTFOLIO

The EPRI portfolio advances a wiele arxayof " Y 3 `promise substantial irnprovemenGs-in -~a=== -technological approaches to c'i~tnanaagement. poftation fuel efficiency, wxth sanes&nding To help maintain t'uel-flecibllity-and a diversified reductions in carbon emissi__ -- ' , mix of.etectricity_ supply options, EPRI is _ ---_- -_-_- _ --- -- y --

f , accelerating the development aid'-*~aent_-- Policy implications of carbcin management--, `- form another key component of the j~oirtf~~ici,__ of low- and non-emitting electricity generatat~n - _ ` _ .

=An analysis demonstrating the, importance >QF-technologies, including some that it~orp0rate -=== . . ----= --- -carbpn capture and storage systems . Programs = ='-~I~~~` where � when, and how green-=

-fd=a ¬~varzced nuclear, coal, and hydrogen ~~'~~ -?ission reductions are pursued = - - stands as one of EPItI'smost'-_notaEile contri-generation, implemented--in partnership with

i - - buttons to the mternaxio~a =~c~l~e~=&bate. government agencies and companies from _ -_ r around the world, are under way., EM experts : This work shows that climate pcc~licesQu_ith=,

in distributed resources and re ne`avabtis are ' appropriate flexibility mechanisms could -- -

hq1cteat~ the knowledge and technologies- achieve reductions for trillions of dollars less ---

qirl-tcksuccessfuil deploy those generating than with poorly designed policy initiatives

optic~~s-end to ~eduee briers to their wide- for the U.S. electricity_Stcror, EPRI models

spread implementafim . EPIti's carbon sequel- are quantifying the long-term benefits .of a diverse power supply portfcsftb, is well as tration research is delivering=cast-performance

- - data and information critical to commercial-`- = =the-future value of low- and non-erriittirig . , - - ° =teelinol=options. In the face of future awication of -everything from large-scale

e -enginoerixfg concepts to innovative jincertaiWtbese studies are providing

o I energy- co es -with valuable insights for carbon-mpturi; systems for fossil fuel-fired asset manaprnerit and capacity planning, power plains .

With a unique public-service~mlssion, an The-Carbon-Management Portfolio also includes internatiorial perspe&oe . afid lun&-establtshed tech r the more efficient delivery relationships withregulators, government and 04-W efectricity . For example, EPRI is agencies, and-other--leading experts worldwide,

top eve ing and demonstrating wide-area EPW is i6ofigly posiqqned to comprehensively mpq#orii* ystems, intelligent and adaptive address the -global issue of carbon inanagement conttWs, power electronics devices, and . mm~an issue that promises to be a principal - superconduetmg components that promise

record-,breaking efficiency in power Efiansmis- -- economic driver of the industry fog ducats

lion-andtiistfibutian, At the end-use level, to come .

technologie-s_ that EPRI has pioneered over the past several decades continue to spur = - ° - = efficiency gains in all economic sectors, and - - innovations in areas such as utility-consumer interfaces and advanced lighting are in the pipeline . Plug-in electric-hybrid vehicles -

-= . -sue,

ENHANCING THE NUCLEAR OPTION

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As die nuclear power mdustC3L-_ } moves toward building new plants in the United States before the end of this decade,= ; -" -3 EPRI is providing critical support by 11ping improve the performance of existing plants, , -`-assessing the environmental importance ~- of nuclear power and conducting R&D related to the design and licensing of new .-standaid¢ed plants ='

The performance of the country's IQ3 nuclear power facilities continues to improve, with unaeased capacity factors and output uprat- __ ungs at many plants Ho«-e~ er, recent events _

y

NUCLEAR POWER

ielattnrl .to materials aging indicate the need Results o£ .a major study published in 2004 ~- - -- . for_~L more roactiva materials research-program. - d_emon~suared the~swisitivi, = of new nuclear

=I0 -ku}ar J9PRT Is leading - research acti vi- _° °- _power " M~ctioxis Oft east of natural gas _-_ - - - s uk- __ =° -ate -~~ casi t~~nstrue~rt~ riew facilities . fie =overall a+~as}oF the Industry Initiative .- , --- ~ _- --- - _ - on tte- b?FWent -}y~ent t~~Ma~rri~~ss~M which = _- The study, Nuclear Pts~~~s==Rc~le i~z Meeting =__ _- y . - - . - -- _ ° - - . -_ - - -_ ' -- ____ .__

took eff~cr- ~ariu 1-2t~ ~ -tgxfa~xatei -_-_-=- . --' Env~roturzental Re~iremei~ts, fo~ind ¬hat ° ~Y =~~ -_ ~-_ half of EPRI's nuclear power research program the, industry could reach the goal of adding - --

is yaw related to supporting this initiative, 50 GWe of new nuclear generation in the

= . -with- particular emphasis on improving the 2020 timefra if gas-prices, rise modestly or Riabillty of nuclear materials,-fuels, and if the cape ttxsts =oF new plants could be -

t".. P ent.-sPe a i~a1t , research aimed at- '-- _ _ ? =reetuce~3. ki`~'t~W I?urthe~ the study concluded developing a more detailed understanding of that the establishment of a moderate carbon _% ,--

the initiation and propagation of stress cono- tax would probably result in advanced

sign cracking-a major form of age-related nuclear generation assuming a greater share damage--more than doubled between 2003 of new basei_aad generation, while easing the I

-- -and =2E)4~.- cost t}urdori existing--coal-fued generation, -- - - -- -- - _- -- - - -'- _`_ _ __-- -~ - _ - _ - - under ro"ecc i ezi ca -arid-Made s steds:=

F .n emphasis ` _._ on- - _' ving ttie== ==- P 1, P Y As part of =a rmpr~ __ . . - -= _ _ - - industry's fundamental understanding of the -The first steps toward building new nuclear- agang prncess ; EI?RT-studies are investigating power plants are already being taken . Of ways a reactor's operating environment can particular importance is DOE's Nuclear Power = _ -- - ,- w-- be modified to mitigate degradation . The 2010 initiative, which suns to demonstrate the overall defect rate of nuclear fuels has also efficiency+ and timeliness of the Nuclear been rising in recent years, which has Regulatory Corrunission's revised licensing , . reduced operating margins. EPRt work in this process In 2004, DOE made awards under , area is Eocissing on-concrolting.~fuel corrosion the program to three utility-led consortia to and quantifying operating margins under begin the first phase of demonstration projects. r high-duty conditions . A major conclusion EPRI is providing the consortium with R&D

_- em(krgfrcYm work in these-ti~ci related - - --- -- suppcTt related to- desjSd,_of -the proposed

sass is the need to take a more integrated reactors- and is iuoi'kii7g -with the Nuclear approach to adjusting reactor water chemistry, Energy institute on-standardizing the form since there may be a tradeoff between condi- and content of licensing submittals These ciors that reduce materials degradation and efforts are-expected to-expedite both those that improve performance . regulatory reviews and new orders for

nuclear. power plants in die United States a = -- _ during this decade . _ ° - . -

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DEVELOPING OPTIONS FOR MERCURY M44AGEMkE~&= . ..L-

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Controlling the release of poses new challenges for the electricity utdcnS¬cyF-

)ust as reducing the asks of environmental .' _-= ----mercury presents policymakers wit#tcult

choices EPRI addresses these issws-konipre- -=-- _---- ` hensively through its Mercury Managemea-_

Research Portfolio The research iii ~Cate~ - - ___=_- =-that existing power plant emission control

d y -__ _ - - x systems for SO,, NOX, and particu ates a ea capture mercury to varying degrees arid that =_ - - --

- 3 _ . -- more-advanced technologies under 4z*vetc~.- ment can reduce emissions even further. _ .

Built on more than 15 years of science and technology leadership on mercury issues, EPRI's current woik leverages a global network of partners and experts to focus public-priv:aES-~

--

MERCURY RESEARCH PORTFOLIO

EPRI's Mercury Management Research Portfolio represents the world's most compre-hensive program for examining science and technology related to mercury This program has helped inform all parties in the debate about mercury impacts and the technology options for mercury management The research has been used extensively by policy-makers, the scientific and technical community, and the electric power companies that must comply with future regulations

-,

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ii ding the role of _ ~ ̂ ~ tt~F' '~~fiment and developing =`-`~ r~~vc<<i}~~ cost-effectively The

r~ ;lr~~>*rtf6lio Jiicludes the world's first ~, . n ~ ~[ t :~t S~~le'~~lauon of a system for

rcdcK ,h ; ~?~ c ~r~: sessions from coal-bred r cer. ~I kt; 1`NRI,=patented TOXECON'"' ~~Ohi ..l : m re ruove 80% or more of

minimizes chemical - - ~~ mar'-, .`-, gin' and waste generation M ash continues to be a

;~.5 thl~ promising technology moves to market, °a~lclit ~~i,3t- ulvancr< ,ire bung pursued in

n nith ~~ -rszy companies, government ~espec fatlyOUE), and equipment

is wing new mercury capture maten J~, ~Pl~r, acEie,S°ior maximizing mercury `ienu~, :l 1) ~ ~xTsttii~;ervuonmental controls,

fox n,ulti-pollutant control ~r~,i n .- ~ atL=rrF-tt~~=sn computational fluid d`Danii<_mc;dels uftderpin this research, ~l it ,~ . r i~ ~ Leis provide-understanding of the

~~ ~ rv, i ~1e5 of -coal chemistry, coal combustion,< i ,r.ic~l ac~c~Fl .i~uit behavior, and mercury

t t ;.n i om~, i~ abet WAioval processes required Yrr ;'~rcFr~ tl~r ~c~~i ~ .nd performance of

c~a1t~>l ti, _ysrms EPRI is also at the fore-

APA to develop electricity -C&L incorporate mercury Mt am iww - . . __

i 'OV~VU-an int en eg al part of the process

Jcommement itiew .development activities, ,tf~~ary Manaient Research Portfolio

tucies seientific studies and state-of-the-art ---tools thaw ~ra~l~1~ E_tiata, information, and

x a -- -

analytical capabilities for dealing with difficult challenges . determining how mercury cycles in the environment and understanding the effectiveness of controls in reducing mercury deposition and exposure

EPRI designs its laboratory, field, and modeling and analysis studies in collaboration with government agencies and other respected organizations, which ensures policy relevance and provides financial leverage This joint effort has allowed examination of the global sources of mercury and their impact, the rate at which mercury deposited in lakes ends up m fish, and the extent to which control of power plant mercury emissions would reduce deposition and improve the health of fish consumers

_ ,-

ENSURING THE RELIABILITY OF THE ELECTRIC POWER INFRASTRUCTURE

r~?_ ler -=`+~rc~ W -

j _=way at J

Among .possible

spstE,m disruptions, the Joss:'-of high-voltage transformers represents a=-zT : ccifrcal~vulncr~biiiity. These transformers e¬w == ~ several rmliiork dollars each and usually fake'- months to,E .13PRI's infrastructure

i=- � Security Initiative (ISI) has addressed ~'= °r--=-

- problem through work with the ijS~---- . °_ ==~?eoarbifi~ of Momeland Security (Dt-iS) to,

crte~ a new tof transformer that can- easily stored, transported, and installed-far. _ - , emerEtncy tom, In 2004, development of this "reeoveY" tras4armer achieved an immc='= - , -milestone with the design of two units, rated at 500 kV and 345 kV. Both can be transported ,by-truck, rafl, 4-military cargo plane, and can ,

bore the terrorist attacks of

September 11, 2001, EPRI was leading an

industrywide effort to reinforce security of

the vital U S electric power infrastructure

Building on the successful program to pre-

pare utility computers for the Y2K transition,

the effort initially focused on the threat of -

cyber attacks against operations systems

Following 9/11, it expanded to address a

wide range of infrastructure security issues As a result, the electricity industry today is better prepared not only to prevent a terrorist attack but also to recover more effectively from mayor disruptions, whether natural or manmade

I

GRID SECURITY

In the broadest sense, infrastructure pro-section must also include a fundamental re-examination of how utility system security, quality, reliability, and availability (SARA) are defined and managed In 2004, EPRI launched a new program to address strategic issues in SARA, define critical elements for management, and develop relevant performance benchmarks to quantify improvements This work, like all of EPRI's work on security issues, will continue to scan the system for vulnerabilities, seek cost-effective safeguards, and facilitate the kind of wide cooperation among utilities, government agencies, and technology experts that is necessary to meet this grave challenge to the industry and our society

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. ` be installed in onijr 49 hours, Although initial Vecifications called for a minimum life of

'==~tei~ years to aIT+oFV -666-for construction of - _~~ -- __ -~ri5~_ane~seplacement.=n~vrmers, the

fiewuAt~wOl,-be able to reiin in service for a rtJuch ioDgerhthle, if necessary Prototypes Wig be built and tested in 2005, after which DIFS ; ,~ ;expeCteCi to establish a ~ ;'af recovery tiansfornfers at critical Icx its-around the Ct51tt~

-. ~-rl'kP try 45o provided tiCilitte~, with informa-tiqii can imiaediate countersures they can

t& ~tVLM.,Tor example, ISI - t pi-6 t their ~s=cumenttng lessans~bied from actual t4rcprist attacks and comer f~trophIc events

<< `a tiliues around--the We,tughlighc of ttufw ~ 1 fart came in2dd4 ` the receipt of a iritr Oort from Israel ~, W, Corporation >rkpraccices.it has d6`~ Aped to defend tq~gri d 4gainst tenanst ". Such mforma-

~ i ~}`~ ~v'~u enable ufiliEie.selop protection ~~t~~t~s'nvugace rfr~a-c~ny attack that nn.~2ir, and hasten fiery Additional ,Scr75n i~ warts fuc4es~ c

. 0tvaluanon of

+ advanced, ct3ve*_cYinoIogieg that utilities can use= ~ detect%intruders4ua~emote facilities

S'f projects xinciude-itk with Utilities to develop pYam for critical substation

== recoviecg and hardeninp,;_eva:{uation of - -=~iigency cointnonicad alternatives, and

"red teaming" efforts to probe electronic "'systems for weaknesses that,Wrrorists or hackers could exploit. =

At the same time, EPRI has maintained its commitment to help protect utility com-munication and control infrastructures from cyber attack The Enterprise Information Security program has already provided members with security enhancements to industry-standard protocols, such as the Utility Communications Architecture, and current research projects are developing fast encryption and intrusion detection technologies specifically for utility monitoring and control systems

IMPROVING POINER UG ENERATION PERFORMANCE

V.0 c6llal r~_

aL~= } ~~ iE~ fl ~Inve -asset mariagC111crit"l-n r Cpl. ~}.u1~; : ~ r r r u ~ i UYL~OtII~ ,El~er~Li 1p

i r?trc~,~~~_-,`Su~i~ a:those for boiled . sip d! CY C _I_ tube [A -W W_ mk

_= imFx .~ em~~?ed ~ nsure-sticG~1; -c~~Sr-ctfe~ t1 - 4 of EPRI s=?e~om=

n~e,~~', : ~ pra Fuc~~: .anLt nape-Supported ufili[y-

To help power producers continue to make these kinds of productivity gains, EPRI offers a comprehensive portfolio of services and solutions-from systemic approaches that

N*._�/ ver the past decade, fossil, nuclear, and hydro plant owners have made impressive improvements in plant availability and O&M costs-all while accommodating the retire-ment of large numbers of skilled staff, the aging of equipment, new environmental regulations, and shrinking budgets With the "low hanging fruit" long since picked, further productivity advances require redoubled effort and access to world-class best practices focused research, and sophisticated tools to profitably optimize O&M

v=xt~ x PLANT PRODUCTIVITY t -

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_ ~y~t~rt~~~t~i ~~ I? .', ulnrrcc~Ee,~~nunuous findings are also applicable to fossil-fueled - ~E EPi :I _ .ui-~ru~red user groups steam plants

~ i-?iii {~y engineers the The Repair and Replacement Applications m, ~ i 5~r uu~y engineers, as Center (RRAC) is home for a team of highly

~4 staff experienced industry engineers who assist

to saving nuclear utilities in addressing critical plant

'ough their use availability issues RRAC has pioneered - ~ -

- ower repair numerous time- and labor-saving welding - = ~- ` -- -' = es, and safely techniques that reduce downtime-includin g

r heduled out- on-brie repairs RRAC also conducts broader s in fossil metallurgical R&D and works closely with

I y_ . boned-cycle, owners groups and codes-and-standards

been covered bodies to ensure widespread qualification -- --~'- :-~k-~ --- and acceptance r 3.S _~ .

Other EPRI research activities address the all-important organizational and human performance elements of productivity For example, EPRI's work has led to publication of an extensive library of guidelines covering topics such as work process optimization, planning and scheduling, and outage manage-ment EPRI can help plant owners assess their day-to-day operations and maintenance programs, identify areas foi improvement, and develop cost-effective solutions Custom-tailored services are available to address specific unique O&M challenges through EPRI Solutions

_~ ~~ ;_oiducts a mix of -f °q- 1 ~ - .' h,~a< L .~r~~}

Tout ii"cl~ metallurgical ,-

f,t3 te n rid equipment ~r t ukpi~iu}Z ,techniques l' :~r~Yts jinn ~d~ viiu` ~(ra!'tg1c guidance on

ti~pau, or continue tu-:ri ~3)~3)t hc y: ;lA3rlt cuinfx;nents many

:es m capital spearheaded

phcation Center Application centers that op a wide uses for and cost

in (NDE) Center ilidation, appli-:hnoloQV for

EPRI's Instrumentation and Controls (I&C) Center helps fossil and nuclear utilities become more productive and profitable by increasing the migration to better controls, instrumentation, and inforniation management in power plants The I&C Center is commuted [o the development and demonstration of improved algorithms for process control and accompanying advanced instrumentation

2004 TECHNICAL HIGHLIGHTS

.--~ _

Ay" A..AiA 04-i!

1.! 10

New three-dimensional air quality model for particulates and haze New ambient air quality standards promulgated by the U.S. Environmental Protection Agency (EPA) require states to demonstrate attainment using three-dimensional models for particulate matter and haze. Previously avail-able models developed for other pollutants, however, were not up to the task.-An $PRI-led team recognized rile flaws-in existing approaches and developed a new state-of-the-art model based on a better understanding of the underlying science . The effectiveness of this new model was successfully demonstrated as part of the Big Bend Regional Aerosol and Visibility Observational (BRAVO) study sponsored by EPA and other agencies .

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Each year, the Electric Porter Research Institute selects key technical accomplishments to receive the prestigious Chauncey Award, named in honor of EPRI's founding president, Chauncep Star. In addition to-the CoalFleet and ItttelliGrid~M programs described in the previous pages, the following were the 2004 award winners.

Flame Doctor spats malfunctioning burners Malfunctioning burners in a coal-fired boiler can pre-clude tine achievement of minimum emission levels and

_ optimal plant performance . Until now-there has been no effective tool for monitoring individual burner performance. EPRI's Flame Doctor- diagnostic system analyzes data from the existing burner-scanners and other hardware to identify specific malfunctioning burners . This all Qws focused repair or replacement, thus avoiding the addition of much-more expensive emissions reduction equipment,

`


, . s ._ _ ._x_ ~_ _- . - - -- - --- ---

ever A r .onic nspec~ic_ e~r~I huew~.stes"-,, ~ - ` r~o&( ~'or reacta~r ~v~,l~_ �_ .

e U& Nuctoar~asee~'e~nical TtevievuBoard'-= Aihougf~recxnz kderatlaw requir~s_in~iecton of- _all-dtioniabcs~ir ch : potent ~=for wid'eTreadreacibr noizles, this inspeetion u n~t_possikal'wic}iouc of nuctear..,vast"ackages_EPRI concluded '- . accurate mathematical modeling of the cqmpkx

iar showed much wrrosion.was lu~hT~r unT~cely_ gearnetries involved Prcvi6us attempts to-develop-suck==

In response, the 73oar&resunde~'its~~liez Models were nos~iatticularFy successfui ~e eatir~~_~3 .5 ._= . _ . x. AnatheF~uc~eac waste studya£ot~sed tits the - nuclear fleet now benefits f~os~ an~ $PF~:I tom.-c~evelopcd for radiation release causti by.volcanio events - ultra-soruc-mininacion modelbf tFie nozzle pspection- . iqiry of the Yucca Mountain site- EPItY,studied process . Galled the MacDonald-Qennis madel,'it kwencApr6cesses:-inv*e~and rxonc~ide~E~hac . has eiade-nerv`qua(ificarian pt~cec~re~~ossble`For W ;r~~ Were' uiiwart- ticec~-=a eoncYnsiae that the n~~1e welds--~toce~ures tha~~iave also-~cczi~it~ i0ry Committee an NuclearWA es doily== Austry standards: to GJ_) "40-M

- Idaho NatE'ndl Ub :ath~~h 4r~ -- ~- rna~ ` ~X T'C'bide ̀ ~W#tC

~,~.iiCS ~Inptepaatiort~rprthcldahQNa[ional~. -

ucle~c at~ivities> 5 ~cbide (SiC~ isp~fenu`ally superior's ptt~e taFforatot~ (II~,)'s~¬e ~osa1 patttt o~ita

~m+n~_Aigh-power-electronic s~uecehe~ - ~-~ sbfieited a ntYv team to-mareage tie lali. ~EF~tI

u switchtng,speeds,,lQweF losses, and cfiEability played 4-key role iv helping c1ie Bjaicelle Energy'

e,hi*r vcluage$ andtampccaturcs. The pwblein _ ~IlWnce:'cam~tit~t.~ethes a vi nnfng mai~agemcnt to battd tiC c~viciar~e eaougtt0 handle-die strategy. T'hrairgh jlartidpatinn intFhe management, IevatoFpower~lo _EP~ achieved as~nr~nr_- EI'RI has opened n' opgWcunuy-io re sent the

qrig -~~ cauow o~4---as;'a~e11 as to -ward, meqft this goal by prta& a : , no dear industry in t6e'o& ' ~gwitrh_iwtce as e as any built earliar,t.~r-' a -1soviding a chance to use the Wb s C_ranss~tssibn and

6tirrie.s~the entrant rafiing.'Chis accczixiplAtn,~ttt m= -,distribution assets as a test facility~vr _r~"eareh in the 'to 10p4 ;day fat development of a near= .F 3

- - ,power delivery area.

4~offavevwst electronic devices--4uch its - - --knditianersattd solid-state circuit breakers-,: _-

~A'"a- - f,'r uTd ity

.. r, , ,1

2004 STATISTICAL HIGHLIGHTS

I ---

-EPRI Consofidated--(- $ millions)

F dine millions)

'100 Of-

-200--

150

-2003 2004

=-Tyoes -of ;jemberg 2_W+~Mem6orsjllp

Ipp

Cooperatiye 49/6

Muticipal 6%

federallState 7%

Intirmitional 13%

investor owned 68Y.

, J

20 Ing. (wifflionS) 04 -!Fund'

4n, Servioes and; ns apo'cado 19

Z,

& ~~pl~meptal Z -1 _pk 'tl 04

Me bt hj offiering- T rs p

tl 31-i 7~

-TdtM $272

ve _e~. Ud M'p ~~ k*fi ~ OW Ogy- -

11~0 *0 - C~ip !riWs,*re,1tOWts &px havtbew jdcatifi6d 4ymenib&sA critical.

7t 130-- 2003 - 200-4

jab WO -90

70

60 Nuclear so

40 Power Ddlivery-"

30, Generation

20 10 Environment 0

122 Total 11 4

I

Eugene W Zeltmann, Chairman Jeffry E Sterba,Vice Chairman Steven R Specker, President and Chief Executive Officer Richard L Rudman, Executive Vice President and

Chief Operating Officer Kevin R Evans, SeniorVice President and Chief Business Officer Theodore U Marston, Senior Vice President and

Chief Technology Officer Nancy G Mason, SeniorVice President, Human Resources and Administration

Henry A Courtright, Vice President, Generation Clark W Gellings, Vice President, Innovation Wade P Malcolin,Vice President, Power Delivery and Markets David J Modeen,Vice President, Nuclear Power and

Chief Nuclear Officer Terrence G Surles,Vice President, Environment William J Clark, Vice President, Cluef Financial Officer and Treasurer Norma G Formanek,Vice President, General Counsel and

Corporate Secretary Mike Howard, President and Chief Executive Officer,

EPRI Solutions Christian B Larsen, President and Managing Director,

EPRI International Salvador A Casente, jr, Assistant Corporate Secretary

Walter R . Quanstrom BP, pk (ret) Mark T Savoff Entergy Corporation Philip R Sharp Van Ness Feldman Charles W Shivery Northeast Utilities John L Skolds Exelon Corporation Gary L Smith Alabama Electric Cooperative, Inc. Gary C Voigt Arkansas Electric Cooperative Corp. Larry L Weyers Wisconsin Public Service Corporation

24

GOVERNANCE

Board of Directors

Eugene W Zeltmann, Chauman New York PbwerAulhority

Jeffry E Sterba,Vice Chairman Public Service Co. ofNew Mexico

Franqois Ailleret EDF Electricilg de France

William L Berg Daft),*;nd Power Cooperative

Kevin Burke Consolidated Edison Co. qfNew York, Inc

Michael J Chesser Great Plains Energy

Susan F Clark Radey Thomas Yon & Clark, PA

Phyllis E Currie Pasadena Water &Power Department

Erroll B Davis, Jr Alliant Energy Corp.

John M Derrick, Jr Pepco Holdings, Inc

Robert W Fri Resourcesfor the Future

Thulam S Gcabashe ESKOM

Steven G Hickok Bonneville PbwerAdministration

G Edison Holland, Jr Southern Company

Ralph Izzo Public Service Electric & Gas Co

Neville 0 Lorick South Carolina Electric & Gas Co.

T Michael May Hawaiian Electric Co

Glenn L McCulloughjr Tennessee ValleyAuthority

Steven E Moore OG&E Electric Services

William J Museter New York ISO

Joseph VPamsh Energy Northwest

Robert P Powers American Electric Fbwer Inc.

Officers

Kurt E Yeager, President Emeritus Richard E Balzhiser, President Emeritus Chauncey Starr, President Emeritus

All information current as of December 1 1, 2004

Research Advisory Committee

Demus E Welch, Chairman Northeast UtilftieslYankee Gas

Anthony J Ahern Buckeye Pbwer Inc

Paul J Allen Constellation Energy Group, Inc

Alan L Courts Bonneville PbwerAdministration

Michael R Crews Duke Energy Corporation

John R Denman Arizona Public Service Cio

David Eames East Kentucky Power Cooperative, Inc,

Richard W Eimer, Jr Dynegy Generation

Bruce Germano Long Island PbwerAuthority

H Kenneth Haase New York PbwerAutbority

Richard M Hayshp Salt River Project

Jacques Jouaire EDF Electricag de France

Kevin J Keough FirstEnergy Corp

Kristine M Krause We Energies

Dale A Landgren American Transmission Company, LLC

Ralph A LaRossa Public Service Electric & Gas Co

Louise M Morman New York Power Authority

Dale L Pohlman Dairyland Pbwer Cooperative

Michael W Price Oglethorpe Pbwer Corporation

Lows L Rana Consolidated Edison Company ofNew York

Michael W Rencheck American Electric Power

Bruce Sampson BiChydro

Joseph E Shefchek Alliant Energy Corporation

Richard A Spring Kansas City Pbwer & Light Company

Karl E Stahlkopf flawaffan Electric Co

GregoryTosen ESKOM JohnNVoyles,jr LG&EEnergyCorp DavidWilks XcelEnergy RonaldJWiffiams Tennessee Valley Authority Richard Wistrand 7XU Pbwer

Ex Officio

Joseph R Bynum Tennessee Valley Autho?lty Douglas R Gipson Detroit Edison Charles H Goodman Southern Company Robin A Hurst Alabama Pbwer Co David E King Southern Company Dennis E McCloud Tennessee ValleyAutbority

I

Advisory Council Donald M Carlton, Chairman Radian International (ret)

Jesse H Ausubel The Rockefeller University

Jack R Borsting University ofSoutbern Calffornia

Craven Crowell Tennessee ValleyAuthodty(ret)

Pierre Daur6 Bouygues

Michael Dworkin Vermont Public Service Board

Jeanne M Fox NewJersey Board ofPublic Utilities

Carl Guardmo Silicon Valley Manufacturing Group

Richard Hemstad Washington Utilities and Transportation

Commission Sandra L Hochstetter Arkansas Public Service Commission

Ellen Lapson Fitch Ratings

Ernest J Mona Massachusetts Institute of Technology

M Granger Morgan Carnegie Mellon University

Diane Munns Iowa Utilities Board

Don W Noren Noren Products, Inc

Patrick 0shie Washington Utilities and Transportation

Commission

Phyllis Reha. Minnesota Public Utilities Commission

JamesT Rhodes Institute ofNuclear Power Operations (ret.)

Carl H Seligson K Road Pbwe?; Inc

Marsha H Smith Idaho Public Utilities Commission

James J. Sullivan III Alabama Public Service Commission

David E Ziegner Indiana Utility Regulatory Commission

Ex Officio

I

Aberdeen Electric Department (Mississippi) Adams REC, Inc AEP Communications AEP Generating Co AEP Investments AEP Pro Serv, Inc AEP T&D Services Agralite Electric Cooperative Alabama Electric Cooperative, Inc Alabama Power Co Albertville Municipal Utilities Board Alcoa Electric Department Alcorn County Electric Power Association Allamakee-Clayton Electric Cooperative, Inc Allegheny Energy Global Markets Allegheny Energy, Inc . Allegheny Energy Solutions Allegheny Energy Supply Allegheny Power Service Corp Alhant Energy Corporate Services, Inc Alhant Energy Corp Alliant Energy Transportation Ameren CILCO AmerenCIPS Ameren Corp

AmerenEnergy AmerenEnergy Fuels & Services AmerenEnergy Generating Co AmerenEnergy Resources Ameren Services Co AmerenUE AmerGen Energy Co , LLC American Electric Power, Inc American Electric Power Service Corp American Transmission Co American Transmission Systems, Inc Amory Water & Electric Anchorage Municipal Light & Power Andalusia, City of Appalachian Electric Cooperative Appalachian Power Co Aquila, Inc Arab Electric Cooperative, Inc

Babcock &Wilcox Co

Babcock-Hitachi KK (Japan)

Baldwin County Electric Membership Corp

Baltimore Gas and Electric Co

Bandelmnte Energia S A (Brazil)

Bandera Electric Cooperative, Inc

Barron Electric Cooperative

Bartholomew County REMC

Basin Electric Power Cooperative

Bastrop Electric Dept

Bayfield Electric Cooperative, Inc

Bay Shore Power Co

BC Hydro (Canada)

Bellville Light & Power System

BENCO Electric Cooperative

Benton County Board of Public Utilities

(Tennessee)

Benton County Public Utility District

No I (Washington)

Benton Electric System

Bessemer Electric Service

Big Horn Rural Electric Co

Big Sandy RECC

Bluebormet Electric Cooperative, Inc

Blue Grass Energy Cooperative Corp

Blue Grass Energy-Harrison District

Blue Ridge Mountain Electric Membership

Corp

Boerne Utilities

Bolivar Electric Department

Bonneville Power Administration

California Department of Water Resources California Energy Commission California ISO C & L Electric Cooperative Corp C3 Communications CANDU Owners Group (Canada) Caney Fork Electric Cooperative, Inc Carbon Power & Light, Inc Carroll County Electric Department

Carroll Electric Cooperative Corp Carroll Electric Cooperative, Inc . Centerior Power Enterprises Centerior Communications Centenor Energy Services Center-Point Arkla CenterPoint Energy, Inc CenterPoint Entex CenterPoint Field Services

W

26

MEMBERS

Arizona Public Service Co

Arkansas Electric Cooperative Corp

Arkansas Valley Electric Cooperative Corp Arrowhead Electric Cooperative, Inc Ashley-Chicot Electric Cooperative, Inc

Associated Electric Cooperative, Inc

ATCO Power Ltd (Canada) Athens Utilities, City of (Alabama) Athens Utilities Board (Tennessee) Austin Energy

Bowling Green Municipal Utilities

BP Chemicals (United Kingdom) BP Exploration Operating Co Ltd (United Kingdom)

BP Gas & Power (United Kingdom)

BP Oil Co (United Kingdom) BP Oil Grangemouth Refinery Ltd (United Kingdom)

Brenham Municipal light & Power System Bristol Tennessee Electric System

British Columbia Transinission Corp (Canada)

British Energy (United Kingdom) British Energy Generation Ltd (United Kingdom)

Brown County Rural Electrical Association Brownsville Utility Department Bruce Power Inc (Canada) Brundidge, City of Buckeye Power, Inc Buckeye REC, Inc

Burner Utilities Butler REC, Inc

I

I

CenterPoint Gas Transmission

CenterPomt Minnegasco Central Alabama Electric Cooperative Central Electric Power Association Central Electric Power Cooperative

Central Hudson Gas & Electric Corp Central New Mexico Electric Cooperative,

Inc. Central Power and light Co

Central Texas Electric Cooperative, Inc CHELCO (Choctawhatchee Electric

Cooperative) Chemical Lime Co

Cherokee Electric Cooperative Chickamauga Electric System Chickasaw Electric Cooperative Chimney Rock Public Power District Chippewa Valley Electric Cooperative Chubu Electric Power Co Inc (Japan) Chugach Electric Association, Inc

Cmergy Corp Cinergy Solutions Cinergy Technologies Clark County REMC Clark Electric Cooperative Clark Energy Cooperative

Clarke-Washington Electric Membership Corp

Clarksville Department of Electricity Clay County Electric Cooperative Corp Cleveland Electric Illuminating Co Cleveland Utilities

Clinton Utilities Board CLP Holdings (Hong Kong) CLP Power Hong Kong, Ltd Colorado River Commission of Nevada

Columbia Power & Water System Columbus Electric Cooperative, Inc Columbus Light &Water Columbus Southern Power Co

Commonwealth Edison (ComEd) Conectiv Con Edison Development Con Edison Energy Con Edison Solutions Connexus Energy Consolidated Edison Co of New York, Inc

East Central Energy

East Kentucky Power Cooperative, Inc

East Mississippi Electric Power Association

Eastroc Technologies

Eau Claire Electric Cooperative

EDF Electncit6 de France

Edison Mission Energy Holdings Pry Ltd

(Australia)

Edison Mission O&M Indonesia

Edison Mission O&M Kwinana Pty Ltd

(Australia)

Edison Mission O&M Loy Yang Pty Ltd

(Australia)

Edison S p A (Italy)

Elba Water Works & Electric, City of

El Dorado Energy

Electric Energy, Inc

Electricity Generatmg Authority of

Thadand

Electric Power Board of Chattanooga

Electric Power Development Co (Japan)

Electric Power of Henan (China)

EletrobnIs Termonuclear S A (Brazil)

Elizabethton Electric System

Empire Electric Association, Inc

Empresas Nblicas de Medellin (Colombia)

Enel S p A (Italy)

Enel GEM Asststenza Specialistica (Italy)

Energy Cooperative,The

Dairyland Power Cooperative

Dakota Electric Association

Darke REC, Inc

Daviess-Martm County REMC

Dayton Electric Department, City of

Decatur County REMC

Decatur Utdities

Delta Electricity (Australia)

Delta-Montrose Electric Association

Detroit Edison

DeWitt County Electric Cooperative, Inc

Dickson Electric Department

Dixie Electric Cooperative

Dominion Energy, Inc

Dominion Generation

Dominion Nuclear Connecticut, Inc

Dominion Resources Inc

Dominion Virginia Power

Consolidated Electric Cooperative, Inc Constellation Energy Group, Inc Constellation Energy Source, Inc Constellation Generation Group, Inc Constellation Nuclear Services, Inc Constellation Power Source

Constellation Power Source Generation, Inc Consumers Energy Continental Divide Electric Cooperative Cookeville Electric Department Cooperative Light & Power Association Coosa Valley Electric Cooperative, Inc Courtland Electric Department Covington Electric Cooperative, Inc Covmgton Electric System

Craighead Electric Cooperative Corp Crow Wmg Power CS Energy Ltd (Australia) Cuero Electric Utility Cullman Electric Cooperative Cullman Power Board Cumberland Electric Membership Corp . Cumberland Valley Electric CVG Electrificact6n del Caroni CA

(Venezuela)

DTE Energy

Dubois REC, Inc

Duck River Electric Membership Corp

Duke Energy Americas

Duke Energy Corp

Duke Energy Generation Services

Duke Energy North America

Duke Power Co

Dunn Energy Cooperative

Dyersburg Electric System

Dynegy Generation

Dynegy Midwest Generation, Inc

Dynegy Northeast Generation, Inc

Dynegy Operating Co

I

Gallatin Department of Electricity Garland light & Power Co Gas Natur-al SDG S A (Spain)

Genesis Power Ltd (New Zealand)

Georgetown Public Utilities Georgia Power Co Georgia Transmission Corp Gibson Electric Membership Corp Giddings Lighting & Power System

Glasgow Electric Plant Board

Golden Valley Electric Association, Inc Goldthwaite Utilities Gonzales Electric System Goodhue County Cooperative Electric

Association

GPU Service, Inc GPU Telecom Services, Inc Grant County Public Utility District Grayson RECC

Great River Energy

Greeneville Light & Power System Guadalupe-Blanco River Co Guadalupe Valley Electric Coop , Inc

Guernsey-Muskingum Electric Cooperative, Inc

Gulf Coast Electric Cooperative, Inc

Farmers Electric Cooperative Corporation

Farmers RECC

Fayette Electric Cooperative, Inc

Fayetteville Electric System

Federated Rural Electric Association

Firelands Electric Cooperative, Inc

First Electric Cooperative Corp

FirstEnergy Corp

FirstEnergy Nuclear Operating Co

lberdrola S A (Spain) lberdrola Generac16n S A (Spam)

Energy Masters International, Inc

Energy Northwest

EnerShop, Inc

Engineered Processes

Entergy Arkansas, Inc

Entergy Corp

Entergy Gulf States, Inc

Entergy Louisiana, Inc

Entergy Mississippi, Inc

Entergy New Orleans, Inc

Entergy Nuclear Generation Co

Entergy Nuclear, Inc

Entergy Nuclear Northeast

Entergy Nuclear Operations, Inc

Entergy Nuclear Vermont Yankee

Entergy Operations, Inc

Entergy Operations Services, Inc

Entergy Services, Inc

Envision Energy Services

EPCOR (Canada)

EPCOR Distribution Inc (Canada)

EPCOR Generation Inc (Canada)

EPCOR Technologies Inc (Canada)

EPCOR Transmission Inc (Canada)

EPCOR Water Services Inc (Canada)

E Prime, Inc

Erwin Utilities

ESB (Electricity Supply Board of Ireland)

ESB Networks (Ireland)

Escambia River Electric Cooperative, Inc

ESKOM (South Africa)

Etowah Utilities Department

Exelon Corp

Exelon Generation

FirstEnergy Solutions Corp FirstEnergy Telecom FirstEnergy Ventures Flatonia Electric Dept Fleming-Mason Energy Cooperative, Inc

Florence Utilities, City of Florida Power & light Co Forked Deer Electric Cooperative, Inc Fort Loudoun Electric Cooperative

Fort Payne Improvement Authority Four County Electric Power Association FPL Energy Seabrook Franklin Electric Cooperative Franklin Electric Plant Board

Fredericksburg Electric Utility Frontier Power Co Fulton Electric System

Gulf Power Co Gunnison County Electric Association, Inc

Guntersville Electric Board

Halletsville Municipal Utilities Hancock-Wood Electric Cooperative, Inc Harriman Utility Board Harrison County REMC Hartselle Utilities Hawaiian Electric Co , Inc Hawauan Electric Industries, Inc Hawaii Electric light Co Inc Hawkeye Tri-County Electric

Cooperative

Head of the Lakes Electric Cooperative HEI Power Corp Hempstead Electric Dept Henry County REMC Hetch Hetchy Water & Power Hickman Electric Plant Board

Hickman-Fulton Counties RECC Highhne Electric Association High Plains Power, Inc High West Energy, Inc Hitachi Canada, Ltd Hitachi, Ltd (Japan) Holly Springs Electric Department Holmes-Wayne Electric Cooperative, Inc Holston Electric Cooperative Hongkong Electric Co Ltd Hoosier Energy REC, Inc Hopkinsville Electric System Huaneng Power International, Inc .

(China) Humboldt Utilities Huntsville Utilities Hydro One Networks Inc (Canada) Hydro-Quebec (Canada)

I

I

I

Manitoba Hydro, (Canada)

Marbel Energy Marshall-DeKalb Electric Cooperative

Maryville Utilities, City of Mason Utilities Maui Electnc Co , Ltd

Mayfield Electric & Water System McLeod Cooperative Power Association McMumvdle Electric System Meeker Cooperative Light & Power

Association Memphis Light, Gas and Water Division Meriwether Lewis Electric Cooperative MichCon MidAmencan Energy Co

MidAmencan Energy Holdings Co Middle Tennessee Electric Membership Corp

Nfld-Ohio Energy Cooperative, Inc Midwest Electric Cooperative Corp Midwest Electric, Inc

Milan Department of Public Utilities Mille Lacs Electric Cooperative Millmerran Operating Company (Australia) Millmerran Power Partners (Australia) Minnesota Power

Minnesota Valley Electric Cooperative

Mirant Americas Mirant Mid-Atlantic Mississippi County Electric Cooperative, Inc Mississippi Power Co Mississippi River Transmission Corp Monongahela Power Co Monroe County Electric Power Association

Monticello Electric Plant Board Mora-San Miguel Electric Cooperative Morgan County Rural Electric Association

Morristown Power System Moulton Electric Dept Mountain Electric Cooperative, Inc Mountain Parks Electric, Inc

Mountain View Electric Association, Inc Mt Pleasant Power System Murfreesboro Electric Department Murphy Power Board

Murray Electric System Muscle Shoals Electric Board

Kaltim Prima Coal (Indonesia) KAMO Electric Cooperative, Inc

Kandiyohi Power Cooperative Kansas City Power & Light Co K C Electric Association Kennecott Energy Co Kentucky Power Co

Kentucky Utilities Co Kerrville Public Utility Board KeySpan Energy Kingsport Power Co

Kit Carson Electric Cooperative, Inc KIT Energy Services, Inc

KIT Gas, Inc KIT Power, Inc

Macon Electric Department, City of Madison Gas and Electric Co M &A Electric Power Cooperative

Knoxville Utilities Board

Korea East-West Power Co , Ltd

Korea Electric Power Corp

Korea Electric Power Research Institute

Korea Hydro & Nuclear Power Co , Ltd

Korea Midland Power Co, Ltd

Korea South-East Power Co , Ltd

Korea Southern Power Co , Ltd

Korea Western Power Co , Ltd

Kyushu Electric Power Co , Inc (Japan)

L

LaFollette Utilities Board

La Grange Utilities

Lake Country Power

Lake Region Cooperative Electric

Association

Lampasas Public Utilities

lane-Scott Electric Cooperative, Inc

La Plata Electric Association, Inc

Lawrenceburg Power System

Lenoir City Utilities Board

Lewisburg Electric System

Lexington Electric System

Lexington Municipal Electric Dept

LG&E Energy Corp

licking Valley RECC

Lmcoln Electric System

Ilano Utilities

Lockhart Utilities, City of

Logan County Cooperative Power & Light

Association, Inc

Long Island Power Authority

Loram-Medma REC, Inc

Loudon Utilities

Louisville Utilities

Lower Colorado River Authority

Luling Utilities

M

lberdrola Operaci6nes y Mantemmiento S A

(Spam) Indiana Michigan Power Co

Indianapolis Power & Light Co Inter-County RECC Intermountain Power Service Corp

Interstate Power & Light Co ISO New England Itasca-Mantrap Cooperative Electrical

Association

i

Jackson County REMC Jackson Electric Cooperative Jackson Energy Authority Jackson Energy Cooperative JEA jellico Electric System Jemez Mountains Electric Cooperative, Inc

Jiangsu Electric Power Research Institute

(China) Joe Wheeler Electric Membership Corp Johnson City Power Board Johnson County REMC jump River Electric Cooperative, Inc

K

People's Cooperative Services Pepco Holdings, Inc Petit jean Electric Cooperative Corp Petrobras Energia S A (Brazil) Philadelphia Utilities Pickwick Electric Cooperative Pierce-Pepm Cooperative Services Pike County light & Power Co Pumacle West Capital Corp Pinnacle West Energy Pioneer Electric Cooperative, Inc (Alabama) Pioneer Electric Cooperative, Inc (Kansas) Pioneer REC, Inc Plateau Electric Cooperative Polk-Burnett Electric Cooperative Pontotoc Electric Power Association Portland General Electric Co Potomac Edison Co Potomac Electric Power Co . Poudre Valley Rural Electric Association, Inc Powell Valley Electric Cooperative Powerex, Inc (Canada)

PowerGen pic (United Kingdom) PowerlAnk Queensland (Austraha) Powertech Labs Inc (Canada) PPL Corp PPL Electric Utilities Corp PPL EnergyPlus

PPL Gas Utilities Corp PPL Generation

PPL Montana PPL Services Corp PPL Susquehanna PPM Energy, Inc Prairie Land Electric Cooperative, Inc Prentiss County Electric Power Association Primesouth, Inc Princeton Electric Plant Board Progress Energy, Inc

Provincial Electricity Authority (Thailand) PSEG Energy Resources & Trade PSEG Fossil PSEG Nuclear

PSEG Power PSEG Service Corp PSNC Energy

Pubbc Power Corporation (PPC)

Pacific Coal (Australia)

Pacific Gas and Electric Co

PacifiCorp

Paducah Power System

Panhandle Rural Electric Memberstup

Association

Paris Board of Public Utilities

Pauldmg-Putnarn Electric Cooperative, Inc

Pea River Electric Cooperative

PECO Energy Co

Pecom Energia S A (Argentina)

Pedernales Electric Cooperative, Inc

Pennsylvania Power Co

Pennyrile RECC

NamPower, Ltd (Namibia)

Narragansett Electric Co

Nashville Electric Service

NatchezTrace Electric Power Association

National Grid Co pic (United Kingdom)

National Thermal Power Corp Ltd (India)

Nebraska Public Power District

New Albany Light, Gas & Water

Newbem Light,Water & Gas Department

New Braunfels Utilities

New Brunswick Power Corp (Canada)

Newport Utilities Board

New West Energy

New York ISO

NewYork PowerAuthority

New York State Electric & Gas Corp

Niobrara Electric Association, Inc

NiSource, Inc

Nobles Cooperative Electric

Nohn RECC

North Alabama Electric Cooperative

North Arkansas Electric Cooperative, Inc

North Atlantic Energy Service Corp

North Central Electric Cooperative, Inc

Northcentral Mississippi Electric Power

Association

North East Mississippi Electric Power

Association

Northeast rvhssouri Electric Power

Cooperative

Northeast Nuclear Energy Co

Northeast Utilities

Northeast Utilities Service Co

Northern Indiana Public Service Co

Northern RioArnba Electric Cooperative,

Inc

North Georgia Electric Membership

Corp

North Itasca Electric Cooperative, Inc

NorthWestern Corp

North Western Electric Cooperative, Inc

NorthWestern Energy

Northwest Rural Public Power District

Nova Scotia Power Inc (Canada)

Nuclear Energy Institute

Nuclear Management Co

N W Electric Power Cooperative, Inc

0

Oakdale Electric Cooperative Oak Ridge Electric Department OG&E Electric Services Oglethorpe Power Corp

Ohio Edison Co Ohio Power Co Ohio Rural Electric Cooperatives, Inc

Ohio Valley Electric Corp Okolona Electric Department, City of Omaha Public Power District Oncor Electric Delivery Co Ontario Hydro, Generation (Canada)

Ontario Hydro, International, Inc (Canada)

Ontario Power Generation Inc (Canada) Opp & Micolas ?vhHs Opp Utilities Board, City of Orange and Rockland Utilities, Inc Orange County REMC Otero County Electric Cooperative, Inc Ouachita Electric Cooperative Corp Owen Electric Cooperative, Inc Oxford Electric Department, City of Ozarks Electric Cooperative Corp

South Alabama Electric Cooperative, Inc

South Carolina Electric & Gas Co

South Central Arkansas Electric Cooperative,

Inc

South Central Electric Association

South Central Indiana REMC

South Central Power Co

South Central Power Co -Belmont

Division

Southdown Cogeneration, Ltd

Southeast Colorado Power Association

Southeastern Indiana REMC

Southeastern Michigan REC, Inc

Southern California Edison

Southern California Gas Co

Southern Company

Southern Company Services, Inc

Southern Electric Generating Co

Southern Indiana REC

Southern Nuclear Operating Co

Southern Pine Electric Cooperative

South Kentucky RECC

South Texas Project Nuclear Operating Co

Southwest Arkansas Electric Cooperative

Corp

Southwestern Electric Cooperative, Inc

Southwestern Electric Power Co

Southwest Tennessee Electric Membership

Corp

Sparta Electric System

SP PowerAssets, Ltd (Singapore)

SP PowerGnd, Ltd (Singapore)

Springer Electric Cooperative, Inc

Springfield Department of Electricity

(Tennessee)

Stanwetl Corp Ltd (Australia)

Starkville Electric System

Statkraft SF (Norway)

St Croix Electric Cooperative

Stearns Cooperative Electric

Association

Steele-Waseca Cooperative Electric

Stratford Power, Ltd

Sunflower Electric Power Corp

Superior Water, Light and Power Co

Susquehanna Power Co

Sweetwater Utilities Board

Societatea Nationala (Romania)

Socorro Electric Cooperative, Inc

Soluziona Calidad y Medio Ambiente

(Spain)

Soluziona Ingenieria (Spain)

Soluziona Operaci6n y Mantenirmento

(Spain)

Somerville UtilitiesJown of

Sac-Osage Electric Cooperative, Inc Sacramento Municipal Utility District

Safe Harbor Water Power Corp

Salt River Electric Cooperative Corp

Salt River Project

San Antonio City Public Service

San Bernard Electric Cooperative, Inc

San Diego Gas & Electric Co

Sand Mountain Electric Cooperative

Sangre de Cristo Electric Association, Inc

San Isabel Electric Association, Inc

San Luis Valley REC, Inc

San Marcos Electric Utility

San Miguel Power Association, Inc

San Saba Utility Dept

SaskPower (Canada)

Savannah Electric

SCANA Corp

Scenic Rivers Energy Cooperative

Schulenburg Utilities Dept

Scottish and Southern Energy pic (United

Kingdom)

Scottsboro Electric Power Board

SecondSite Property Holdings, Ltd (United

Kingdom)

Seguin Electric System

Seminole Electric Cooperative, Inc

Sequachee Valley Electric Cooperative

Seren Innovations, Inc

Sevier County Electric System

Sheffield Utilities

Shelby Energy Cooperative, Inc

Shelbyville Power System

Sinner light & Water Utilities

Sho-Me Power Corp

Sierra Electric Cooperative, Inc

Sierra Pacific Resources

Smitliville Electric System

Smitliville Utilities Dept

Snohomish County Public Utility District

No I

Public Service Co of New Mexico

Public Service Co of Oklahoma

Public Service Electric and Gas Co

Public Service Enterprise Group, Inc

Public Service of New Hampshire

Pulaski Electric System

QuLxx Corp

R

Redwood Electric Cooperative Reliant Energy California Holdings Reliant Energy Channelview (Texas) Reliant Energy Deer Park, Inc

Reliant Energy Florida Holdings Reliant Energy Nhd-Atlantic Reliant Energy Power Generation, Inc Reliant Resources Richland Electric Cooperative Richmond Power & Light Rich Mountain Electric Cooperative, Inc

Rio Tinto Ltd (Australia) Ripley Power and Light Co Riverland Energy Cooperative RMT, Inc Rochester Gas and Electric Corp Rochester Public Utilities

Rockland Electric Co Rockwood Electric Utility Roosevelt Public Power District Roth Brothers RPC Mechanical Runestone Electric Association

RushShelby Energy Russellville Electric Board (Alabama) Russellville Electric Plant Board

S -

Waelder Electric Dept

Warren RECC

Warrenton River Terminal

Washington Electric Cooperative, Inc

Water Valley Electric Department, City of

Weakley County Municipal Electric System

We Energies

Weimar Electric Utilities

We Power

Westech Information Systems Inc (Canada)

Western Area Power Administration

Western Cooperative Electric Association,

Inc

Western Kentucky Energy Members as of December 31, 2004

Taiwan Power Co

Tallahatchie Valley Electric Power Association

Tallapoosa River Electric Cooperative, Inc Tampa Electric Co

Tarong Energy Corp Ltd (Australia) Tarrant Electric Department Taylor County RECC Taylor Electric Cooperative (Wisconsin)

TEC Kalgoorlie Pty, Ltd (Australia) Tenaga Nasional Berhad (Malaysia) Tennessee Valley Authority Tennessee Valley Electric Cooperative Tennessee Valley Public Power

Tepco Systems Corp (Japan) Texas Genco, LP Tippah Electric Power Association Tishomingo County Electric Power

Association

Todd-Widena Electric Cooperative Tokyo Electric Power Co (Japan) Tokyo Electric Power Environmental

Engineering Co Inc (Japan) Tokyo Electric Power Service Co , Ltd

(Japan) Toledo Edison Co Tombigbee Electric Power Association TransAlta Energy Corp -Americas (Canada) TransAlta Energy Pry, Ltd (Canada) TransAlta New Zealand, Ltd

TransAlta Utilities Corp (Canada) Transmission Services Corporation Trenton Light &Water Department Tri-County Electric Cooperative (Nfinnesota) Tri-Counry Electric Membership Corp

(Tennessee) Tricounty REC, Inc (Ohio) Tri-State Electric Membership Corp Tri-State Generation and Transmission

Association, Inc Tullahoma Board of Public Utilities Tupelo Light &Water, City of 'Nscumbia Electric Department of Utilities

TXU Business Services TXU Electric Delivery Co

TXU Energy Portfolio Management Co

TXU Energy Retail Co

TXU Gas Co

TXU Mining

TXU Power

Union City Electric System Um6n Fenosa Generac16n S A . (Spam) Union Light, Heat and Power Co

Union REC, Inc United Illuminating Co United Power, Inc Upper Cumberland Electric Membership Corp .

Upper Peninsula Power Co U S Bureau of Reclamation Utilities District of Western Indiana REMC Utility Engineering Corp

Vernon Electric Cooperative Victory Electric Cooperative Association, Inc

Volunteer Electric Cooperative

Western Massachusetts Electric Co

Western Power Corp (Australia)

West Florida Electric Cooperative

Association

West Kentucky RECC

West Penn Power Co

West Point Electric System, City of

West Texas Utilities Co

Wheat Belt Public Power District

Wheatland Electric Cooperative, Inc

Wheatland Rural Electric Association, Inc

Wheeling Power Co

VAute River Electric Association, Inc

Whitewater Valley REMC

Winchester Utility System

WIN Energy REMC

Wiregmss Electric Cooperative, Inc

Wisconsin Power & Light Co

Wisconsin Public Service Corp

Wolf Creek Nuclear Operating Corp

Woodruff Electric Cooperative Corp

WPS Resources, Inc

Wright-Hennepin Cooperative Electric

Association

Wyrulec Co

Xcel Energy Services, Inc

Yoakum Municipal Utilities

Y-W Electric Association, Inc

M1 U.S. offices Inteftational, Ofrkes_=

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o2005 Electric Power Research Institute (EPRI), lnc.All rights reserved. Electric Power Research Institute and EPRI are registered service marks of the Electric Power Research Institute.

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See accompanying notes to financial statements

'k

-EPM Firo-nd Rbpoft

Consolidated Statements of Financial Position, December 31 (thousands of dollars)

2004 2003 ASSETS

Current assets :

Cash and cash equivalents $ 16,029 $ 16,764 Investments 56,894 24,375 Receivables-members, net of reserves 5,243 13,838 Receivables-supplemental funding, net of reserves 24,629 23,817 Other current assets 10,838 8,413

Total current assets 113,633 87,207

Investments 1,634 20,142 Property, facilities, and equipment, net of accumulated depreciation and amortization (Note 2) 21,710 24,641

Total assets $136,977 $131,990

LIABILITIES AND NETASSETS

Current liabilities Accounts payable (primarily research and development) $ 41,403 $ 46,661 Deferred revenue 64,401 59,128 Accrued liabilities (Note 2) 15,080 16,036 Obligation under capital leases-current portion (Note 4) 267 317

Total current liabilities 121,151 122,142

Long-term research and development expenses, deferred revenue, and other payables 428 524 Accumulated postretirement benefit obliganon (Note 3) 7,204 7,365 Obligation under capital leases (Note 4) 811 1,054

Total liabilities 129,594 131,085

Minority interest 362 1,114 Commitments and contingencies (Note 4)

Net (deficit)/assets, unrestricted (Notes I and 4) 7,021 (209)

Total liabilities and net assets $136,977 $131,990

A.

2004 2003

MINORITY INTEREST IN LOSS OF CONSOLIDATED SUBSIDIARY 752 80

CHANGE INNETASSETS, UNRESTRICTED 7,230 (34,599)

NET (DEFICIT)IASSETS, UNRESTRICTED, A T BEGINNING OF YEAR (209) 34,390

NET (DEFICIT)IASSETS, UNRESTRICTED, AT END OF YEAR (Notes I and 4) $7,021 ($209)

See accompanying notes to financial statements 2

Consolidated Statements of Activities, Years Ended December 31 (thousands of dollars)

CHANGES IN NETASSETS

Revenues :

Membership $145,640 $144,613 Supplemental funding 116,653 108,735 Interest income 1,116 1,134 Other income 10,430 5,066

Total revenues 273,839 259,548

Expenses:

Environment 35,005 40,477 Power Delivery and Markets 64,614 70,043 Generation 58,663 59,929 Nuclear 87,237 97,054 Strategic Development Activities 21,842 26,724

Total expenses 267,361 294,227

CHANGE IN NET ASSETS, unrestricted, before minority interest in loss of consolidated subsidiary 6,478 (34,679)

Cash flows from investing activities Change in restricted cash (1,038) (461) Capital expenditures (2,025) (4,047) Purchases of investments (48,362) (33,026) Proceeds from sale and maturity of investments 33,965 63,638

Net cash provided by (used in) investing activities (17,460) 26,104

Cash flows from financing activities Accounts payable (2,671) (255) Obligation under capital leases (293) (322)

Net cash used in financing activities

Cash and cash equivalents at end of year

See accompmytrig notes to finamial statmems

16,029 $ 16,764

3

Consolidated Statements of Cash Flows, Years Ended December 31 (thousands of dollars)

2004 2003 Cash flows from operating activities

Change in net assets 7,230 $ (34,599) Adjustments to reconcile change in net assets to net cash used in operating activities

Depreciation and amortization 6,818 5,447 Unrealized (gain)/loss on investments 33 (256) Allowance for doubtful accounts 112 37 Amortization of basis difference in acquisition - (115) Writedown of impaired intellectual property 1,049 - Decrease in minority interest (752) (80) Loss on retirement of assets - 6 Changes in assets and liabilities-

Receivables-members 8,596 1,878 Receivables---supplemental funding (812) (11,276) Other current assets (1,387) (2,602) Accounts payable (5,258) (8,939) Deferred revenue 5,273 14,726 Accrued liabilities (956) 2,142 Accumulated postretirement benefit obligation (161) 1,011 Long-term research and development expenses, deferred revenue, and other payables (96) (2,511)

Net cash provided by (used in) operating activities 19,689 (35,131)

Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year

(2,964) (577)

(735) (9,604) 16,764 26,368

Revenue Recognition Revenue from memberships is generally recognized over the annual membership period Supplemental funding and other contract services are considered exchange transactions . Revenue for those projects is recorded on the percentage of completion basis, upon execution of a funding agreement and determination that collection of the resulting receivables is reasonably assured Advances on projects are reflected as deferred revenue Supplemental funding included $1,642,000 for EPRI and $ LI 11,000 for E2I in 2004, and $740,000 for EPRI and $343,000 for E21 in 2003, respectively, of revenue for commitments where funding had not yet been received by EPRI but related costs had been incurred on cofunding projects Revenue is concentrated among members of the U S electric utility industry . EPRI maintains reserves for doubtful accounts and other collectibility issues for membership and supplemental funding on the basis of historical experience and an analysis of specific accounts Such reserves amounted to $321,000 and $701,000 at December 31, 2004 and 2003, respectively

(thousands of dollars) Money market accounts and cash $7,350 $12,567 Commercial paper 8,679 4,197 Cash and cash equivalents $16,029 $16,764 Government securities $16,194 $18,565 Corporate bonds 27,300 -Municipal bonds 13,400 24,375 Investments $56,894 $42,940 Warrants 31 45 Investments in equity securities 1,603 1,532 Total $74,557 $61,281

Notes to Financial Statements

Note i -Descfiption of Organization and Summary of Significant Accounting PbAcies

Organization The Electric Power Research Institute, Inc (EPRI) was organized in 1972 under the District of Columbia Nonprofit Corporation Act The purpose of EPRI is to conduct a research and development program relating to the production, transmission, distribution, and utilization of electric energy EPRI's activities include technological assessment of both near-term and long-term research needs, their arrangement into an orderly strategic plan, the assignment of priorities and allocation of funds, the implementation and management of the resultant projects (which, for the most part, are performed by independent contractors), and the integration and dissemination of the information gained These activities are carried out primarily under the sponsorship of the public, private, and cooperative sectors of the U S and international electric utility industries. EPRI has been determined to be exempt from federal income taxes as a

scientific organization under Section 501 (c) (3) of the Internal Revenue Code (the Code) Hence, only unrelated business income, as defined in the Code, is subject to federal income taxes In 2004, as in prior years, EPRI had no significant taxable income The financial statements are consolidated to include the accounts of EPRI

and its wholly owned subsidiaries All intercompany accounts have been eliminated The EPRI subsidiaries are EPRIsolutions, Inc (Esol), EPRI Worldwide Holdings, Inc (Eww), and the Electricity Innovation Institute (E21) Eww is a for-profit subsidiary and includes the accounts of its wholly owned for-profit subsidiary, EPRI Worldwide S A, headquartered in Brussels, Belgium 1321 is organized as a tax-exempt affiliate according to the Internal Revenue Code The for-profit subsidiary Esol includes the accounts of its for-profit, wholly owned subsidiaries, EPRI PEAC and Primen, and its 60% majority owned for-profit subsidiary, Global Energy Partners, LLC (Global) .

Summary of&griflcant Accounting Policies Cash and Cash Equivalents! For purposes of its statements of cash flows, EPRI considers all highly liquid investment instruments with an initial or remaining maturity of three months or less at the time of purchase to be cash equivalents Investments are generally camed at fair value or amortized cost which approximates fair value Investments in which EPRI maintains an ownership in excess of 20% are reflected under the equity method Cash is concentrated with Bank of America, while investments are diversified principally among four investment managers Realized and unrealized gains or losses on investments are reflected in the statements of activities The aggregate carrying amounts of investments, including cash and cash equivalents, at December 31, 2004 and 2003, were as follows :

2004 2003

Net unrealized gains on investments of $67,124 and $256,000, were recognized and included in Other Income in 2004 and 2003, respectively

Fair Value ofFinancialinstrunients Unless otherwise noted, the fair value of EPRI's financial instruments at December 31, 2004 and 2003, was approximately equal to their recorded value

Reclassifications In connection with the preparation of this report, we concluded that it was appropriate to classify auction rate securities as investments rather than as cash and cash equivalents as previously reported We have also made corresponding adjustments to our consolidated statements of cash flows for the year ended December 31, 2003 to reflect the gross purchases and sales of these securities as investing activities rather than as a component of cash and cash equivalents As of December 31, 2003, prior to this reclassification adjustment, $24 4 million of these investments were classified as cash and cash equivalents in our consolidated statement of financial position

Property, Facilities, and Equipment The cost of buildings under capitalized lease and land leaseholds used in the management of research projects is amortized over the respective lease terms Depreciation is computed using the straight-line method over the expected useful life of the item or over the lease life, if shorter Internal use software is capitalized, if appropriate, based on the project stage Equipment that is highly specialized and offers no alternative future use to EPRI or its contractors is expensed as incurred Costs associated with individual research and development projects conducted at the facilities are charged to expense as incurred Any gain or loss from the sale or other disposition of property, facilities, and equipment is recorded in Other Income

OtberAssets Other assets consist primarily of prepaid expenses, miscellaneous receivables and cash, and cash equivalents restricted for workers' compensation and certain government contracts

EPRI provides an unfunded postretirement health care benefit plan that covers all employees who retire on or after age 55 with a minimum of 5 years of service and whose aggregate years of service plus age total 70 years or more Spouses of eligible participants are also covered Each nonofficer participant and spouse receives up to $75 monthly for medical insurance premium reimbursement . Officers are required to pay 15% of the actual premium cost of the medical plan of their choice EPRI pays the remaining 85% of the premium cost . For officers, health care costs are assumed to increase at a rate of 6% per year

The following presents summary information on EPRI's postretirement health care plan and the components of periodic expense for 2004 and 2003

As of December 31 2004 2003 (thousands of dollars)

Benefit obligation $9,018 $8,645 Fair value of plan assets -

$9,018 $8,645 Accrued liability in statements of financial position $7,204 $7,365

$1,211 $2,007 $3,218

Less amount representing interest (133)

Present value of the minimum capital lease commitments $1,079

Less cur-rent portion (267)

Present value of the long-term obligation under capital leases $ 811

Accounts Payable Certain research contracts provide for the retamage of contract payments by EPRI until completion of the contract Retamage amounts where the scheduled contract completion date is beyond one year are recorded as Long-Term Research and Development Expenses Payable

Basis ofPresentat7on EPRI's financial statements are prepared in conformity with accounting principles applicable to not-for-profit organizations Generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could vary from those estimates .

Note 2- Statement ofFinancial Position Detail

Properties, Facilities, and Equipment 2004 2003 (thousands of dollars)

Buildings and land leases $41,882 $41,882

Equipment and leasehold improvements 15,493 15,943 Software and computer equipment 15,628 14,347

73,003 72,172 Accumulated depreciation and amortization (51,293) (47,531)

$21,710 $24,641

Accrued Liabilities 2004 2003 (thousands of dollars)

Accrued compensation $8,679 $11,084 Accrued vacation 2,889 3,211 Other 3,512 1,741

$15,080 $16,036

Note 3-BeneFit Plans EPRI has a defined contribution pension plan for its employees It is EPRI's policy to fund pension costs accrued . The pension expense was $7,045,000 for 2004 and $7,545,000 for 2003

Years Ended December 31 2004 2003 (thousands of dollars)

Net benefit cost $754 $854 Employer contribution $485 $411 Benefits paid $485 $411

The weighted average discount rate used in determining the accumulated postretirement benefit obligation was 5.75% in 2004 and 6 00% in 2003 . The health care trend is assumed to be between 5 00% - 9 00% per year for all future years

Note 4- Commitments and Contingencies

Unresolved claims and litigation against EPRI have arisen in the normal course of business EPRI believes that it is unlikely that the outcome of these issues will materially affect EPRI's financial position EPRI has entered into lease arrangements under operating leases for

research, office, and storage facilities and for equipment Rental expense under these leases was $1,895,000 in 2004 and $1,979,000 in 2003. The terms included in certain of these leases provide that EPRI is responsible for property taxes, insurance, and maintenance expenses, and in certain cases renewal options are included EPRI leases certain buildings under a long-term noncancelable capital

lease The lease expires on January 31, 2009 . The capitalized cost of these buildings at December 31, 2004, was $3,809,113, and the related accumulated depreciation was $3,454,519 EPRI also has capital leases for copiers The total capitalized costs of

these leases at December 31, 2004, were $308,535 The related accumulated depreciation was $303,393 Future minimum lease commitments by year and in the aggregate,

under the capital leases and noncancelable operating leases with initial terms of one year or more, at December 31, 2004, are as follows-

Capital Operating Leases Leases Total

(thousands of dollars) 2005 $342 $956 $1,298 2006 336 805 1,141 2007 336 246 582 2008 188 - 188 Thereafter 9 9

San Francisco, California

March 30, 2005

As of January 1, 2005 substantially all the assets and obligations of E21 were transferred to EPRI, and EPRI presently maintains many of the operations and functions formerly falfilled by E21 The EPRI for-profit subsidiary, ESI, includes the historical accounts of its for-profit, wholly owned subsidiaries, EPRI PEAC Corporation and Primen, Inc --each of which were merged with ESI effective December 31, 2004--and the accounts of the for-profit entity, Global Energy Partners, LLC (Global) As of January 31, 2005, ESI acquired the remaining 40% interest in Global that it did not previously own

In November 2WO, EPRI subleased a building to a third party under a noncancelable operating lease The lease expires on January 31, 2009 Under the lease agreement, the lessee is required to pay $309,000 monthly, plus a 2% management fee and its share of insurance, taxes, and operating expenses On April 30, 2004, EPRI and the lessee mutually agreed to terminate the lease In consideration of the lease termination, EPRI recognized as income $2,175,000 of the remainder of the lessee's non-refundable deposit

EPRI's net assets at December 31, 2004 and 2GO3, and all activities for each year then ended are unrestricted However, $3,720,000 and $5,897,000 of net assets were appropriated as Tailored Collaboration matching, respectively Annually EPRI authorizes the maximum amounts that may be expended on research projects EPRI negotiates research contracts on those projects with companies and organizations that result in a contractual commitment for a given year Such commitments cannot exceed the cumulative authorization At December 31, 2004, EPRI had commitments with contractors to reimburse their future research costs in the amount of approximately S49,176,000 Generally, EPRI has the right to cancel research and development contract commitments on 30 days' notice, subject to the payment of certain termination costs Certain research contracts are funded from federal government sources.

Amounts received from these contracts are subject to audit by the awarding agencies To date, no significant cost disallowances have resulted from such audits. EPRI provides limited indemnifications in the ordinary course of business,

such as to its Board in connection with their service on the Board Based upon the nature of the indemnifications provided, management has determined they have minimal value EPRI has three standby letters of credit with a bank which provides for

security for total obligations of $894,000 There was no balance outstanding under the letters of credit at December 31, 2004 Two letters totaling $759,000 expire on June 30, 2005 and one letter of $135,000 expires on December 31, 2005

Note 5-RelatedParty Transactions

Substantially all of EPRI's revenues are derived from members of EPRI A number of EPRI's Board members are affiliated with companies that are members of EPRI . In addition to membership funding, such member companies have also provided supplemental funding to EPRI for certain research projects Those members provided approximately one-third of the membership funding for the years ended December 31, 2004 and 2003

Note 6-Subsequent Events

Report of Independent Auditors

To the Board ofDmectors of EPRI

In our opinion, the accompanying consolidated statements of financial position and the related consolidated statements of activities and of cash flows present fairly, in all material respects, the financial position of EPRI at December 31, 2004 and 2003, and the changes in its net assets and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America These financial statements are the responsibility of EPRI's management Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America . These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation We believe that our audits provide a reasonable basis for our opinion

-4%wa&,4m~~ "-p

I Su 's Trial Balance @ 12131/04 ,SSOL,E21,EWWU

Retirements Adjustments Transfers (7) IS Inter-BU Elimin Balance @ 12/31/2004

27,840,564 9,887,939 529,815

38,258,318

0

8,112,972

4,617,752

303,393

(1

a) *Xm U1) a%- In 41 0) L. C

Oro 'r-LW CL -J

Prepared by- Maggie Duong

EPS01 2003 Total Balance @ Balance @

Account Description 12/31/2003 12131/2003

Buildings & Land

1630 Accumulated Depr -bldgs (1) 26,392,602 26,392,602 1780 Accumulated Depr - Equipment (2) 7,112,407 7,112,407 1520 Acccumulated Depr - Land (5) 510,893 510,893

Total Buildings -'7,-015902 34,015,902

Intellectual Prooe 1655 Amort Intellectual Property (3) 0 0

Licenses & Fixtures 1781 Accumulated Amort - S/W Licenses (4) 7,234,014 7,234,014

Leashold Improvements 1782 Accum Amort Leashold Improv (5) 4,064,616 4,064,616

Leashold Eaulpment =,= 18L 1783 Accurn Amort Leasehold Equip. (6) 241,686 241,686

Total Fixed Assets (8) -W,5-66-,21 8 556=,2

N-~- Note Corresponding Depreciation Accts: (1) Account 8752 Building Depreciation (2) Account 8661 Depreciation Expense Equip (3) Account 8754 Amortiz Intangibles (4) Account 8685 Amort S/W Lic (5) Account 8753 Amort Land & LIH (6) Account 8748 Amort Expense - Leased equip (7) Transfer Column (0) includes transfer amount reclassed in 2004 (8) Total adjustment changed due to PWC adjustments at year-end 2004

EPRI Accumulated Depreciation FYE December 31,2004

l,"7,962 0 0 0 0 1,669,926 (650,825) 3,233 0 1,753,198

18,922 0 0 0 0 7136-810 - (650,825) -3,233 0 1,753,198

0 0 0 0 100,000

651,951 (229,514) 0 01 456,521

450,701 (45,280) 0 0 147,715

61,707 0 0 0 0

1,3ZI 1-70 ---7 =,233 2,457,M4

~-J

form 990 return of organization exempt from income tax...

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