2014-01-23T15:39:43-06:00 2013-06-30 420714325 MCGLADREY LLP 9737 WASHINGTONIAN BLVD 400 GAITHERSBURG MD 208787340 990 2012-07-01 530159845 URBAN LAND INSTITUTE URBA 2026247000 1025 THOMAS JEFFERSON STREET N W NO 500-W WASHINGTON DC 20007 PATRICK L PHILLIPS 2026247000 2014-01-22 1 WILLIAM E TURCO CPA P00369217 3012963600 2012 2015-11-30 17:44:51Z PATRICK L PHILLIPS 1025 THOMAS JEFFERSON STREET N W NO 500- WASHINGTON DC 20007 58572679 0 X WWW.ULI.ORG X 1936 IL TO PROVIDE LEADERSHIP IN THE RESPONSIBLE USE OF LAND AND IN CREATING AND SUSTAINING THRIVING COMMUNITIES WORLDWIDE. 15 13 186 2909 1384697 -250 4088464 6119788 49105924 50329637 174521 200005 0 0 53368909 56649430 1386647 2178916 0 0 18654968 19369703 0 0 1210148 33136107 34009984 53177722 55558603 191187 1090827 54470542 56139587 14194969 14702678 40275573 41436909 X TO PROVIDE LEADERSHIP IN THE RESPONSIBLE USE OF LAND AND IN CREATING AND SUSTAINING THRIVING COMMUNITIES WORLDWIDE. 0 0 21655858 26508 18208427 DISTRICT COUNCILS:THE PURPOSE OF THE DISTRICT COUNCILS PROGRAM IS TO PROVIDE ULI'S PRESENCE AT THE LOCAL LEVEL, THROUGH THE DEVELOPMENT AND PRESENTATION OF PROGRAMS OF WORK THAT ADDRESS LOCAL REAL ESTATE AND URBAN PLANNING ISSUES. THE ACTIVITIES RECORDED HERE REPRESENT THE ACTIVITIES PERFORMED DIRECTLY BY THE DISTRICT COUNCILS WHICH ARE ACCOUNTED FOR SEPARATELY WITHIN ULI, AS WELL AS, THE COSTS INCURRED BY ULI AT THE NATIONAL LEVEL TO SUPPORT THE DISTRICT COUNCIL PROGRAM. THE MAJORITY OF THE COSTS AT THE NATIONAL LEVEL ARE FOR PROGRAM SUPPORT AND LOGISTICAL SUPPORT, AS WELL AS, COMMUNITY OUTREACH EFFORTS IN THE AREAS OF REGIONAL COOPERATION, URBAN REVITALIZATION, AND EDUCATING HIGH SCHOOL STUDENTS ON LAND USE AND DEVELOPMENT ISSUES. 5899005 12639971 MEETINGS/CONFERENCES:THE MEETING PROGRAM REPRESENTS THE REVENUES AND EXPENSES RELATED TO ULI'S SPRING AND FALL ANNUAL MEETINGS WHILE THE CONFERENCE PROGRAM FOCUSES ON DEVELOPMENT TOPICS OF IMMEDIATE INTEREST. 5862789 1916821 CENTERS-AREAS OF CONTENT FOCUS:THE ULI TERWILLIGER CENTER FOR WORKFORCE HOUSING SUPPORTS DEVELOPMENT OF HOUSING AFFORDABLE TO MODERATE- INCOME WORKERS. ESTABLISHED IN 2007, THE CENTER WILL IDENTIFY AND ELIMINATE BARRIERS TO WORKFORCE HOUSING PRODUCTION BY RAISING AWARENESS OF THE AFFORDABILITY GAP AND ADVOCATING CHANGES IN PUBLIC POLICY.ULI'S EUROPEAN RESEARCH CENTER OVERSEES STRATEGY AND DELIVERY FOR BROAD RANGE OF PROJECTS INCLUDING EMERGING TRENDS EUROPE, LESSEN, AND INFOBURSTS.THE ULI/DANIEL ROSE CENTER FOR PUBLIC LEADERSHIP IN LAND USE WAS ESTABLISHED IN 2009. ITS MISSION IS TO EMPOWER LEADERS IN THE PUBLIC SECTOR TO ENVISION, BUILD AND SUSTAIN SUCCESSFUL 21ST CENTURY COMMUNITIES BY PROVIDING ACCESS TO INFORMATION, BEST PRACTICES, PEER NETWORKS AND OTHER RESOURCES TO FOSTER CREATIVE, EFFICIENT AND SUSTAINABLE LAND USE PRACTICES.THE CAPITAL MARKETS CENTER MISSION IS TO PROVIDE LEADERSHIP IN FOSTERING AND ENHANCING A HEALTHY AND PRODUCTIVE REAL ESTATE INDUSTRY AND REAL ESTATE CAPITAL MARKETS SECTOR THAT IN TURN PROMOTE THRIVING AND SUSTAINABLE COMMUNITIES AND REAL ESTATE MARKETS WORLDWIDE, THROUGH RESEARCH, TREND ANALYSIS, EDUCATION, EVENTS, PUBLICATIONS, WEBSITES AND WEB-BASED RESOURCES, THROUGH LEADERSHIP.THE INFRASTRUCTURE CENTER CONSIDERS THE ROLE OF INFRASTRUCTURE IN THE DEVELOPMENT AND OPERATIONS OF THE URBAN FORM. THERE ARE THREE MAJOR WORK STREAMS: ANALYSIS AND COMMENT ON FEDERAL POLICY AND FUNDING; DIRECT WORK WITH DISTRICT COUNCILS TO ASSIST THEM IN LAND USE PLANNING AND DEVELOPMENT, PARTICULARLY AROUND TRANSIT CORRIDOR DEVELOPMENT; AND RESEARCH AND PRODUCTION OF AN ANNUAL INFRASTRUCTURE REPORT WHICH CONSIDERS INFRASTRUCTURE ISSUES ON A WORLD WIDE BASIS.THE CENTER FOR SUSTAINABILITY ENCOMPASSES ULI'S CLIMATE CHANGE, LAND USE AND ENERGY (CLUE) INITIATIVE WHICH CONDUCTS RESEARCH AND PROGRAMMING ACROSS PRIMARY TOPIC AREAS INCLUDING: 1) THE CHANGING NATURE OF BUSINESS PRACTICES AT THE NEXUS OF FINANCE, ENERGY AND BUILDINGS, 2) NEW FORMS OF PUBLIC-PRIVATE PARTNERSHIPS THAT ALIGN REAL ESTATE WITH A NEW GENERATION OF PUBLIC BENEFITS, AND 3) THE EMERGING ROLE OF NEW TECHNOLOGIES IN TRANSFORMING LOCAL MARKETS TO ACHIEVE COMMUNITY SUSTAINABILITY GOALS.THE URBAN INVESTMENT NETWORK PROVIDES A FORUM FOR EXCHANGE OF KNOWLEDGE BETWEEN PUBLIC AND PRIVATE STAKEHOLDERS TO INCREASE THE LEVEL OF INVESTMENT IN URBAN DEVELOPMENT AND REGENERATION IN EUROPE.THE ROBERT C. LARSON LEADERSHIP INITIATIVE ENABLES ULI TO ADD LEADERSHIP DEVELOPMENT ACTIVITIES TO ITS PROGRAM OF WORK AND EXTEND THE INSTITUTE'S REACH TO MANY MORE CURRENT AND POTENTIAL LEADERS. THE INITIATIVE ALSO SUPPORTS THE WORK OF THE ULI WOMEN'S LEADERSHIP INITIATIVE WHOSE MISSION IS TO RAISE THE VISIBILITY AND NUMBER OF WOMEN LEADERS IN ULI AND THE REAL ESTATE INDUSTRY.THE ULI GREENPRINT CENTER IS A CATALYST FOR CHANGE, TAKING MEANINGFUL, IMMEDIATE AND MEASUREABLE ACTIONS TO GENERATE REAL ESTATE SOLUTIONS THAT IMPROVE THE ENVIRONMENT THROUGH ENERGY EFFICIENCY WHILE DEMONSTRATING THE CORRELATION WITH INCREASED PROPERTY VALUES. GREENPRINT FOCUSES ON REDUCING THE CARBON FOOTPRINT OF EXISTING BUILDINGS, WHICH CURRENTLY REPRESENT ONE THIRD OF GLOBAL CARBON EMISSIONS, AND WORKS TO ACHIEVE ITS CARBON REDUCTION GOALS THROUGH EDUCATION AND ACTION. THE CENTER USES THE COLLECTIVE POWER OF ITS MEMBERSHIP TO LEAD BY EXAMPLE IN LOWERING CARBON EMISSIONS BY EXPLORING AND IMPLEMENTING ENERGY-REDUCING TECHNOLOGIES, SHARING THEIR PERFORMANCE RESULTS WITH THE PUBLIC THROUGH THE GREENPRINT PERFORMANCE REPORT. 2076348 11943106 MEMBERSHIP SERVICES:THE REVENUES OF THIS PROGRAM REPRESENT THE MEMBERSHIP DUES FROM MEMBERS. THE EXPENSES RELATE TO MEMBERSHIP RECRUITMENT AND RETENTION EFFORTS, AS WELL AS ORDER PROCESSING AND FULL MEMBER ADMISSIONS ACTIVITIES. 1838729 2247811 PUBLISHING/URBAN LAND MAGAZINE:PUBLISHING REPRESENTS THE SALES AND RELATED EXPENSES OF ULI'S BOOK PUBLISHING PROGRAM. THE URBAN LAND MAGAZINE IS A SIGNIFICANT MEMBERSHIP BENEFIT. IT PROMOTES ULI'S VISION AND MISSION BY PUBLISHING ON LAND USE POLICY AND REAL ESTATE PRACTICE, EDUCATING TO IMPROVE THE TOTAL ENVIRONMENT, AND ESTABLISHING ULI AS AN INFLUENTIAL INDUSTRY VOICE AND LEADER. 1450333 1331149 COUNCILS:ULI COUNCILS PROVIDE A FORUM FOR INFORMATION EXCHANGE ON THE STATE-OF-THE-ART OF A VARIETY OF DEVELOPMENT SECTORS. MEMBERSHIP IS BY APPOINTMENT AND LIMITED TO FULL MEMBERS. ULI CURRENTLY HAS 49 DOMESTIC AND 5 GLOBAL COUNCILS, FOCUSING ON AREAS OF ACTIVITY IN DEVELOPMENT PRODUCTS, DEVELOPMENT PROCESSES, AND INTERNATIONAL ISSUES. 1083998 1150016 ADVISORY SERVICES:ULI PROVIDES TECHNICAL EXPERTISE OF ITS MEMBERS TO CITIES, PRIVATE DEVELOPERS, AND OTHER ORGANIZATIONS THAT NEED OBJECTIVE ANALYSIS AND ADVICE ON HOW TO SOLVE DIFFICULT LAND USE, DEVELOPMENT, AND REDEVELOPMENT PROBLEMS. 970557 FELLOWS:SENIOR RESIDENT FELLOWS ARE EXPERTS IN THEIR RESPECTIVE FIELDS AND WORK CLOSELY WITH THE MOST INFLUENTIAL PEOPLE IN THE INDUSTRY. BY EXTERNALIZING ULI'S POLICY AND PRACTICE AGENDA, THE SENIOR RESIDENT FELLOWS POSITIONS ULI AT THE FOREFRONT OF POLICY DEBATES, AND DEVELOP AND BROADEN ULI'S REACH. 721878 769278 PROFESSIONAL DEVELOPMENT:THIS DEPARTMENT CONTAINS THE ACTIVITIES OF ULI'S CONTINUING EDUCATION PROGRAMS. 32536 INVESTMENTS:ULI'S INVESTMENTS PRIMARY PURPOSE IS TO PROVIDE A READILY ACCESSIBLE SOURCE OF CASH IN THE EVENT OF AN ECONOMIC DOWNTURN. PRESERVATION OF CAPITAL AND LIQUIDITY ARE THE PARAMOUNT FEATURES OF THIS INVESTMENT PROGRAM. THE TIME HORIZON OF THESE INVESTMENTS THEREFORE HAS TO BE SHORT TO INTERMEDIATE TERM, WITH A RELATIVELY LOW RISK PROFILE. 1689712 32143 COMMUNICATIONS/VIRTUAL ULI:THIS INCLUDES INTERNAL AND EXTERNAL COMMUNICATIONS PROGRAMS - MEDIA RELATIONS, BRANDING, CORPORATE COMMUNICATIONS, AND WEB PAGE SUPPORT. 717339 185000 89015 AWARDS:ULI IS WIDELY RECOGNIZED AS THE PREEMINENT VOICE FOR ENCOURAGING AND FOSTERING HIGH STANDARDS OF LAND USE PLANNING AND REAL ESTATE DEVELOPMENT. ULI CELEBRATES THE PEOPLE AND PROJECTS THAT EMBODY BEST PRACTICE THROUGH THE AWARDS FOR EXCELLENCE PROGRAM, THE ULI J.C. NICHOLS PRIZE FOR VISIONARIES IN URBAN DEVELOPMENT, THE ULI GERALD D. HINES STUDENT URBAN DESIGN COMPETITION, AND THE ULI AMANDA BURDEN URBAN OPEN SPACE AWARD. 1967408 1967408 ULI FOUNDATION:ULIF TRANSFERS 100% OF FUNDS RAISED THROUGH THE ANNUAL FUND PROGRAM TO ULI TO SUPPORT ONGOING ULI PROGRAMS. IN RETURN, ULI ADDS TO ITS ANNUAL BUDGET ALL ULIF OPERATING EXPENSES THROUGH THE FORM OF A CONTRIBUTION TO ULIF. 1900 ULI DEVELOPMENT 12548838 2152408 17564418 45966490 1 1 0 0 0 0 0 0 0 1 1 0 0 1 1 1 0 1 0 1 1 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 0 1 X 211 0 1 186 1 1 1 1 UK BE HK AE 0 0 0 0 0 0 0 0 X 15 13 0 0 1 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 0 CA CT DC GA X X MICHAEL TERSECK ULI 2026247000 1025 THOMAS JEFFERSON STREET N W NO WASHINGTON DC 20007 PETER S RUMMELL 7.50 X X 0 0 0 LYNN THURBER 2.00 X X 0 0 0 CHARLES B LEITNER 2.00 X X 0 0 0 JEREMEY NEWSUM 2.00 X 0 0 0 JAMES J CURTIS 2.00 X 0 0 0 JOSEPH F AZRACK 2.00 X 0 0 0 RANDALL BONE 2.00 X 0 0 0 RAYMOND CHOW 2.00 X 0 0 0 MICHAEL D FASCITELLI 2.00 X 0 0 0 ROBERT C LIEBER 2.00 X 0 0 0 SCOTT D MALKIN 2.00 X 0 0 0 TODD W MANSFIELD 2.00 X 0 0 0 HAMID R MOGHADAM 2.00 X 0 0 0 JOHN H ZEHNER 2.00 X 0 0 0 PATRICK L PHILLIPS 38.00 X X 625455 0 23571 RICHARD ROSAN 38.00 X 459554 0 18340 CHERYL G CUMMINS 38.00 X 405163 0 19476 MICHAEL J TERSECK 38.00 X 354570 0 16781 JOSEPH MONTGOMERY 38.00 X 335677 0 2458 MARILLE UTTER 38.00 X 275085 0 8250 JOHN P FITZGERALD 38.00 X 258798 0 20815 LELA AGNEW 38.00 X 240308 0 6600 DAVID HOWARD 38.00 X 234331 0 23141 MARY BETH CORRIGAN 38.00 X 202821 0 11455 LORI G HATCHER 38.00 X 183875 0 10047 MAUREEN L MCAVEY 38.00 X 242214 0 16859 THOMAS MURPHY 38.00 X 196803 0 11488 GAYLE L BERENS 38.00 X 188829 0 16971 MICHAEL L HORST 38.00 X 188387 0 17250 DEBRA L THROCKMORTON 38.00 X 186353 0 13962 4578223 0 237464 58 0 1 0 FREEMAN AUDIO VISUAL SOLUTIONS PO BOX 650519 DALLAS TX 752650519 MEETING AUDIOVISUAL CONSULTING 1577190 RELIANCE TELESERVICE 1510 RITCHIE HWY STE 204 ARNOLD MD 21012 CUSTOMER SERVICE 902424 THE BASTIAN GROUP PO BOX 3610 EVERGREEN CO 80437 MEETING LOGISTICS CONSULTING 530678 FREEMAN PO BOX 650036 DALLAS TX 752650036 MEETING DECORATING CONSULTING 450287 TRANSPACIFIC ENTERPRISES 1-7-5 HIGASHI KUNITACHI, TOKYO JA 186-0002 MEETING, EVENT & MANAGEMENT SERVICES 417773 28 5119788 1000000 6119788 DISTRICT COUNCILS 900099 18208427 18208427 MEETINGS & CONFERENCES 900099 12639971 12639971 MEMBERSHIP DUES 900099 11943106 11943106 PUB./URBAN LAND MAG. 541800 2247811 863114 1384697 CENTERS 900099 1916821 1916821 3373501 3373501 50329637 122305 122305 2000949 1923249 77700 77700 77700 56649430 48944940 1384697 200005 X 2031783 2031783 147133 147133 3010730 1025949 1832091 152690 13298890 11004488 1942797 351605 759286 560071 175738 23477 1263580 932053 292457 39070 1037217 765080 240066 32071 187300 1000 186300 150869 23843 127026 32536 32536 9679553 8264313 1190097 225143 51949 23894 23943 4112 1817244 1572508 183966 60770 1010167 45841 964326 1690442 1200168 412106 78168 2182641 1828536 318504 35601 97312 97312 9235233 8943743 180540 110950 1052396 799681 212423 40292 199800 34758 165042 DISTRICT COUNCIL DUES S 2835210 2833386 1824 DISTRICT COUNCIL ADMINI 1958012 1958012 MEMBER RECOGNITION 630471 569527 11534 49410 CREDIT CARD FEES 604154 599165 2127 2862 594695 671710 -80942 3927 55558603 45966490 8381965 1210148 400 400 7281036 8196259 1072611 1494310 220775 216662 821353 982106 9656939 7625503 2701105 2031436 3255653 3388980 664532 729714 38453077 39099720 54470542 56139587 4629264 5401777 8802445 8687328 763260 613573 14194969 14702678 X 14124667 15456553 26150906 25980356 40275573 41436909 54470542 56139587 1090827 70509 0 X 0 1 X 1 0 X 22325568 17957317 21071906 15384567 18062894 94802252 34201618 29396005 28872908 36411348 37001834 165883713 56527186 47353322 49944814 51795915 55064728 260685965 1540000 524000 1400000 1550000 1433000 6447000 0 1540000 524000 1400000 1550000 1433000 6447000 254238965 447742 207468 126749 99687 122305 1003951 447742 207468 126749 99687 122305 1003951 56974928 47560790 50071563 51895602 55187033 261689916 0.97150 0.97060 0.00380 0.00530 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 32899541 21978119 21011224 33866436 32814722 20458072 20373253 32899541 27994045 21758675 16937998 32814722 26669506 17256213 15931674 27994045 24840519 21548823 19719836 26669506 0.23290 0.76710 0 1 1 2847883 1998147 849736 1979931 1794522 185409 4829125 3832834 996291 2031436 ACCRUED INTEREST RECEIVABLE 12030 TRANSFER TO THE ULI FOUNDATION 10000000 BENEFICIAL INTEREST IN ULIF 25928755 DUE FROM ULIF 3158935 39099720 DEFERRED RENT 613573 613573 X 56785985 70509 98582 169091 56616894 32536 32536 56649430 55624649 98582 98582 55526067 32536 32536 55558603 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: DISTRICT COUNCILS ARE THE LOCAL COMPONENTS OF ULI'S PROGRAM OF WORK. THEY ARE INTEGRAL ELEMENTS OF ULI AND FUNCTION TO FURTHER THE OVERALL VISION, MISSION AND PURPOSE OF ULI. AS SUCH, DISTRICT COUNCILS ADHERE TO ULI'S ARTICLES OF INCORPORATION, BYLAWS, AND ANY/ALL OTHER POLICIES AND PROCEDURES ADOPTED BY ULI'S BOARD OF TRUSTEES. DISTRICT COUNCILS ARE MANAGED BY A LOCAL ULI MEMBER EXECUTIVE COMMITTEE, THE CHAIR OF WHICH IS APPOINTED BY THE CHAIRMAN OF ULI AND RATIFIED BY ULI'S TRUSTEES, AND IS REQUIRED TO REPORT REGULARLY ON ACTIVITIES AND FINANCIAL RESULTS. RESULTS OF ALL OF THE DISTRICT COUNCILS' LOCAL ACTIVITIES, EXCLUDING ULI SUPPORT FOR THE DISTRICT COUNCILS, ARE SHOWN SEPARATELY FROM THE OPERATIONS OF ULI'S WASHINGTON, D.C. OFFICE. THE NET ASSETS RESULTING FROM THE DISTRICT COUNCIL ACTIVITIES HAVE BEEN DESIGNATED FOR THEIR USE. FINANCIAL RESULTS OF THE DISTRICT COUNCILS ARE INCLUDED WITH ULI WHEN REPORTING TO THE INTERNAL REVENUE SERVICE. TEMPORARILY RESTRICTED NET ASSETS WHICH ARE PURPOSE RESTRICTED, REPRESENT ASSETS HELD BY ULIF THAT ARE AVAILABLE FOR ULI PROGRAMS. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X, LINE 2: ULI AND ULIF ARE GENERALLY EXEMPT FROM FEDERAL INCOME TAXES UNDER THE PROVISIONS OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. IN ADDITION, ULI AND ULIF QUALIFY FOR CHARITABLE CONTRIBUTION DEDUCTIONS, AND HAVE BEEN CLASSIFIED AS ORGANIZATIONS THAT ARE NOT PRIVATE FOUNDATIONS. INCOME WHICH IS NOT RELATED TO EXEMPT PURPOSES, LESS APPLICABLE DEDUCTIONS, IS SUBJECT TO FEDERAL AND STATE CORPORATE INCOME TAXES. NEITHER ULI NOR ULIF HAD UNRELATED BUSINESS INCOME TAX FOR THE YEARS ENDED JUNE 30, 2013 AND 2012. ULI AND ULIF ARE NOT AWARE OF ANY UNCERTAIN TAX POSITIONS AND THEREFORE, NO TAX LIABILITIES HAVE BEEN RECORDED AT JUNE 30, 2013 AND 2012. GENERALLY, ULI AND ULIF ARE NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES BEFORE 2010. EUROPE 2 13 PROGRAM SERVICES SEE PART V FOR DESCRIPTION OF ACTIVITIES IN THE REGION 4347792 EAST ASIA AND THE PACIFIC 1 4 PROGRAM SERVICES SEE PART V FOR DESCRIPTION OF ACTIVITIES IN THE REGION 2715723 3 17 0 0 3 17 7063515 0 7063515 0 0 0 0 0 0 SCHEDULE F, PART I, LINE 3(E),DESCRIPTIONS OF ACTIVITIES IN ASIA: THIS REGION COVERS MANY OF THE SAME PROGRAM AREAS AS EUROPE. THE FOLLOWING THEREFORE IS A JUST A LISTING OF THE PROGRAM HIGHLIGHTS AS IT RELATES TO EACH OF THOSE AREAS: - AS OF JUNE 30, 2013 ASIA MEMBERSHIP TOTALED 1,177. - ASIA HAD 3 COUNCILS, NORTH ASIA (HONG KONG), SOUTH ASIA (SINGAPORE), AND JAPAN (TOKYO). - HELD 2 CONFERENCES (WINTER AND SUMMER) IN TOKYO JAPAN, AND 1 IN CHINA. - HELD 4 CONTINUING EDUCATION WORKSHOPS IN THE REGION. - CONDUCTED 1 ADVISORY SERVICE PANEL IN THE PHILIPPINES. - PUBLISHED AN EMERGING TRENDS IN REAL ESTATE ASIA PACIFIC, WHICH PROVIDES AN OUTLOOK ON ASIA PACIFIC REAL ESTATE INVESTMENT AND DEVELOPMENT TRENDS, REAL ESTATE FINANCE AND CAPITAL MARKETS, TRENDS BY PROPERTY SECTOR AND METROPOLITAN AREA, AND OTHER REAL ESTATE ISSUES PERTINENT TO THE COUNTRIES IN ASIA. SCHEDULE F, PART I, LINE 3(E),DESCRIPTIONS OF ACTIVITIES IN EUROPE: MEMBERSHIP-GROW MEMBERSHIP WHILE MAINTAINING EXISTING MEMBERS, PROVIDING THEM WITH THE ULI EXPERIENCE WHICH IS AN OPEN EXCHANGE OF IDEAS, NETWORKING OPPORTUNITIES, AND THE ABILITY TO WORK WITH THE LEADERS OF THE LAND USE INDUSTRY: DEVELOPERS, BUILDERS, ENGINEERS, ATTORNEYS, PLANNERS, INVESTORS, FINANCIAL ADVISORS, ACADEMICS, ARCHITECTS AND PUBLIC OFFICIALS. MEMBERS HAVE ACCESS TO OBJECTIVE INFORMATION AND THE EXPERIENCE OF THOSE ACTIVE IN EVERY DISCIPLINE OF REAL ESTATE DEVELOPMENT, INVESTMENT, AND REGULATION. AS OF JUNE 30, 2013, ULI HAD 1,779 MEMBERS IN EUROPE. DISTRICT COUNCILS-THE PURPOSE OF THE DISTRICT COUNCILS PROGRAM IS TO PROVIDE ULI'S PRESENCE AT THE LOCAL LEVEL THRU THE DEVELOPMENT AND PRESENTATION OF PROGRAMS OF WORK THAT ADDRESS LOCAL REAL ESTATE AND URBAN PLANNING ISSUES. THE ACTIVITIES RECORDED HERE REPRESENT THE ACTIVITIES PERFORMED DIRECTLY BY THE DISTRICT COUNCILS. ULI HAS 13 DISTRICT COUNCILS IN EUROPE EITHER IN DEVELOPMENT OR GROWING. COUNCILS-ULI COUNCILS PROVIDE A FORUM FOR INFORMATION EXCHANGE ON THE STATE-OF-THE-ART OF A VARIETY OF DEVELOPMENT SECTORS. FULL MEMBERS ARE ELIGIBLE TO SERVE ON THESE COUNCILS. ULI CURRENTLY HAS 5 GLOBAL COUNCILS WHICH FOCUS ON SPECIALIZED FIELDS IN LAND USE AND DEVELOPMENT. MEETINGS/CONFERENCES-THIS PROGRAM FOCUSES ON DEVELOPMENT TOPICS OF IMMEDIATE INTEREST INCLUDING THE ANNUAL CONFERENCE IN PARIS WHICH COVERS INTERNATIONAL REAL ESTATE FINANCE AND INVESTMENT, AN ANNUAL LEADERSHIP RETREAT, AND ONE TOPICAL/TRENDS CONFERENCES. PUBLISHING-PRODUCES AN ANNUAL EMERGING TRENDS IN REAL ESTATE EUROPE REPORT. THIS REPORT IS PUBLISHED BY THE URBAN LAND INSTITUTE (ULI) AND PRICEWATERHOUSECOOPERS IS BASED ON SURVEYS AND INTERVIEWS WITH APPROXIMATELY 600 INDUSTRY EXPERTS, WHICH COVERS 27 MARKETS IN COUNTRIES THROUGHOUT EUROPE. THE REPORT CONTAINS PREDICTIONS FOR INDIVIDUAL PROPERTY SECTORS AS WELL AS MARKETS, ALONG WITH INSIGHTS REGARDING REAL ESTATE CAPITAL MARKETS AND THE ECONOMY IN GENERAL. ADVISORY SERVICES-ULI PROVIDES TECHNICAL EXPERTISE OF ITS MEMBERS TO CITIES, PRIVATE DEVELOPERS, AND OTHER ORGANIZATIONS THAT NEED OBJECTIVE ANALYSIS AND ADVICE ON HOW TO SOLVE DIFFICULT LAND USE, DEVELOPMENT, AND REDEVELOPMENT PROBLEMS. EUROPE CONDUCTED ONE ADVISORY SERVICE PANELS IN BUDAPEST, HUNGARY. DEVELOPMENT-THIS DEPARTMENT HAS THE RESPONSIBILITY OF RAISING THE SPONSORSHIP FUNDS FOR ALL EUROPE'S CONFERENCES/PROGRAMS. AREAS OF CONTENT FOCUS: - ULI'S EUROPEAN RESEARCH CENTER OVERSEES STRATEGY AND DELIVERY FOR BROAD RANGE OF PROJECTS INCLUDING EMERGING TRENDS EUROPE, LESSEN, AND INFOBURSTS. - THE URBAN INVESTMENT NETWORK PROVIDES A FORUM FOR EXCHANGE OF KNOWLEDGE BETWEEN PUBLIC AND PRIVATE STAKEHOLDERS TO INCREASE THE LEVEL OF INVESTMENT IN URBAN DEVELOPMENT AND REGENERATION IN EUROPE. 1 ULI FOUNDATION 1025 THOMAS JEFFERSON ST NW STE 500 WASHINGTON DC 20007 237133957 501(C)(3) 1967408 GENERAL SUPPORT RAILROAD PARK FOUNDATION PO BOX 13691 BIRMINGHAM AL 35233 631280818 501(C)(3) 10000 URBAN OPEN SPACE AWARD AMERICAN ACADEMY IN ROME 7 EAST 60TH STREET NEW YORK NY 100221001 131623881 501(C)(3) 50000 JC NICHOLS PRIZE-AWARD WINNER HAD ULI GIVE 1/2 PRIZE TO ACADEMY 3 AWARDS FOR HINES STUDENT DESIGN COMPETITION 20 75000 JC NICHOLS AWARD 1 50000 DISTRICT COUNCIL URBAN PLAN PROGRAM 50 7190 DISTRICT COUNCIL FALL MEETING SCHOLARSHIPS 2 1500 AUSTIN DISTRICT COUNCIL-STEVE LEBLANC SCHOLARS 1 500 ULI MINNESOTA/ULI CASE COMPETITION 8 5000 ULI DETROIT/JEFF BLAU SCHOLARSHIP 5 5000 NORTH FLORIDA DISTRICT COUNCIL AWARDS FOR EXCELLENCE 1 2200 ULI GERMANY GOLDEN GINKO LEAF 1 743 FMV GINGKO TREE PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: MOST OF THE FUNDING PROVIDED TO INDIVIDUALS AND ORGANIZATIONS ARE AWARDS FOR PARTICIPATION IN ULI'S AWARD PROGRAMS (MOST NOTABLY THE JC NICHOLS PRIZE FOR VISIONARIES IN URBAN DEVELOPMENT AND THE GERALD D. HINES STUDENT URBAN DESIGN COMPETITION). THE ONE PROGRAM, COMMUNITY ACTION GRANTS, IS A GRANT PROGRAM. DOCUMENTATION REGARDING COMMUNITY ACTION GRANT PROGRAM PROVIDED WITH 2008 FORM FILING. NO CHANGES TO PROGRAM. THE URBAN OPEN SPACE AWARD CELEBRATES AND PROMOTES VIBRANT, SUCCESSFUL URBAN OPEN SPACES BY ANNUALLY RECOGNIZING AND REWARDING AN OUTSTANDING EXAMPLE OF A PUBLIC DESTINATION THAT HAS ENRICHED AND REVITALIZED ITS SURROUNDING COMMUNITY. THE AWARD WAS CREATED THROUGH THE GENEROSITY OF AMANDA M. BURDEN, NEW YORK CITY PLANNING COMMISSIONER AND 2009 LAUREATE OF THE ULI J. C. NICHOLS PRIZE FOR VISIONARIES IN URBAN DEVELOPMENT. IN 2011 THE KRESGE FOUNDATION, METLIFE FOUNDATION, AND THE ULI FOUNDATION JOINED FORCES TO CONTINUE THE ULI URBAN OPEN SPACE AWARD THROUGH 2014. THE WINNER OF THE ULI URBAN OPEN SPACE AWARD RECEIVES A COMMEMORATIVE PLAQUE AND IS RECOGNIZED IN AN AWARDS CEREMONY HELD IN CONJUNCTION WITH ULI'S FALL MEETING. A $10,000 CASH PRIZE IS AWARDED TO THE INDIVIDUAL OR ORGANIZATION MOST RESPONSIBLE FOR THE CREATION OF THE WINNING OPEN SPACE PROJECT. FURTHER RECOGNITION INCLUDES PRESS RELEASES AND ANNOUNCEMENTS IN URBAN LAND MAGAZINE AND ON ULI.ORG. MEMBERS OF THE JURY SERVE EVALUATING THE ULI URBAN OPEN SPACE AWARD AND THE ULI AWARDS FOR EXCELLENCE, APPLYING THE SAME RIGOROUS PROCEDURE FOR EACH THESE SPECIFIC AWARDS. JURY MEMBERS ARE SELECTED INTERNATIONALLY TO ACHIEVE REGIONAL BALANCE AND REPRESENT SEVERAL FACETS OF DEVELOPMENT EXPERTISE, INCLUDING FINANCE, ARCHITECTURE, LAND PLANNING AND DEVELOPMENT, PUBLIC AFFAIRS, DESIGN, AND PROFESSIONAL SERVICES. ELIGIBLE PROJECTS MUST: - BE LOCATED IN AN URBANIZED AREA IN NORTH AMERICA; - HAVE BEEN OPEN TO THE PUBLIC AT LEAST ONE YEAR AND NO MORE THAN 15 YEARS; - BE PREDOMINANTLY OUTDOORS AND INVITING TO THE PUBLIC; - BE A LIVELY GATHERING SPACE, PROVIDING ABUNDANT AND VARIED SEATING, SUN AND SHADE, TREES AND PLANTINGS WITH ATTRACTIONS AND FEATURES THAT OFFER MANY DIFFERENT WAYS FOR VISITORS TO ENJOY THE SPACE; - BE USED INTENSIVELY ON A DAILY BASIS, AND ACT AS A DESTINATION FOR A BROAD SPECTRUM OF USERS THROUGHOUT THE YEAR; - HAVE A POSITIVE ECONOMIC IMPACT ON ITS SURROUNDINGS; - PROMOTE PHYSICAL, SOCIAL, AND ECONOMIC HEALTH OF THE LARGER COMMUNITY; AND - PROVIDE LESSONS, STRATEGIES, AND TECHNIQUES THAT CAN BE USED OR ADAPTED IN OTHER COMMUNITIES. X 1 1 X X X X 0 0 0 0 0 0 0 1 0 PATRICK L PHILLIPS 536565 0 75000 0 13890 0 15000 0 8571 0 649026 0 0 0 RICHARD ROSAN 386722 0 25000 0 47832 0 15000 0 3340 0 477894 0 0 0 CHERYL G CUMMINS 347648 0 40000 0 17515 0 15000 0 4476 0 424639 0 0 0 MICHAEL J TERSECK 307097 0 35000 0 12473 0 15000 0 1781 0 371351 0 0 0 JOSEPH MONTGOMERY 241083 0 28019 0 66575 0 0 0 2458 0 338135 0 0 0 MARILLE UTTER 252313 0 20000 0 2772 0 5885 0 2366 0 283336 0 0 0 JOHN P FITZGERALD 132207 0 10000 0 116591 0 8676 0 17139 0 284613 0 0 0 LELA AGNEW 221768 0 18000 0 540 0 6600 0 5315 0 252223 0 0 0 DAVID HOWARD 215791 0 18000 0 540 0 8310 0 14831 0 257472 0 0 0 MARY BETH CORRIGAN 188735 0 13000 0 1086 0 11347 0 108 0 214276 0 0 0 LORI G HATCHER 167454 0 9000 0 7421 0 10047 0 0 0 193922 0 0 0 MAUREEN L MCAVEY 224760 0 12000 0 5454 0 13556 0 3303 0 259073 0 0 0 THOMAS MURPHY 191469 0 0 0 5334 0 11488 0 0 0 208291 0 0 0 GAYLE L BERENS 179403 0 7500 0 1926 0 10995 0 5976 0 205800 0 0 0 MICHAEL L HORST 177933 0 5000 0 5454 0 10928 0 6322 0 205637 0 0 0 DEBRA L THROCKMORTON 176467 0 8800 0 1086 0 10659 0 3303 0 200315 0 0 0 PART I, LINE 1A JOHN P FITZGERALD - FOREIGN HOUSING ALLOWANCE $72,243, TAXABLE COMPENSATION PART I, LINE 7 BONUSES ARE DISCRETIONARY AND ARE BASED UPON PERFORMANCE CRITERIA ESTABLISHED BY THE INDIVIDUAL'S SUPERVISOR WHICH IS THEN EVALUATED BY THAT SUPERVISOR AT THE END OF THE FISCAL YEAR. THE SUPERVISOR RECOMMENDS THE INDIVIDUAL'S BONUS WHICH IS SUBJECT TO FINAL APPROVAL BY THE CEO. IN THE CASE OF THE CEO, THE PERFORMANCE CRITERIA IS ESTABLISHED BY THE CHAIRMAN AND EVALUATED BY THE ULI COMPENSATION COMMITTEE. IN THE CASE OF THE CFO, EXECUTIVE OFFICER, ULIF PRESIDENT, AND PRESIDENT OF EMEA, THE CRITERIA IS ESTABLISHED BY THE CEO AND EVALUATED BY HIM IN CONJUNCTION WITH THE ULI COMPENSATION COMMITTEE. THE % OF BASE COMPENSATION AN INDIVIDUAL IS ELIGIBLE (BUT NOT GUARANTEED) TO RECEIVE IS BASED UPON THEIR POSITION (VP AND ABOVE), OR THEIR EMPLOYMENT CONTRACT IF THEY HAVE ONE (I.E., CEO, CFO, EXECUTIVE OFFICER, ULIF PRESIDENT, AND PRESIDENT, EMEA). SUPPLEMENTAL INFORMATION PART III THE COMPENSATION INFORMATION SHOWN IN PART VII OF THE FORM 990, AS WELL AS SCHEDULE J, IS PRESENTED ON A CALENDAR YEAR BASIS IN ACCORDANCE WITH IRS FORM 990 FILING INSTRUCTIONS. SARA LEITNER DAUGHTER OF ULI TREASURER, CHARLES LEITNER AND EMPLOYEE OF ULI 41200 COMPENSATION FOR SERVICES RENDERED 0 FORM 990, PAGE 1, PART I, LINE 6, NUMBER OF VOLUNTEERS: WE INCLUDE ALL TRUSTEES, MEMBERS ON THE ESTABLISHED COMMITTEES AND ADVISORY GROUPS,AND ESTIMATE A CERTAIN NUMBER OF VOLUNTEERS FOR EACH DISTRICT COUNCIL AND FOR EACH ADVISORY SERVICE PANEL THAT IS PROVIDED. FORM 990, PART VI, SECTION A, LINE 4 FOLLOWING ARE LIST OF KEY CHANGES IN THE ULI BYLAWS: - MOVE GOVERNANCE AND NOMINATING COMMITTEE DETAILS FROM BYLAWS TO GOVERNANCE MANUAL (AS ARE ALL OTHER BOARD COMMITTEES) - ADD A REFERENCE TO THE TRUSTEES ROLES AND RESPONSIBILITIES COMPACT (TO ACKNOWLEDGE ITS EXISTENCE AND IMPORTANCE) - CLEAN-UP THE WORDING DESCRIBING TRUSTEE ELECTIONS WORK (TO SIMPLIFY, CLARIFY TASKS) - MOVE THE OVERSIGHT OF THE GOVERNANCE MANUAL TO THE BOARD FROM THE TRUSTEES (AS IT IS AN OPERATIONAL, WORKING DOCUMENT) - UPDATE THE NAME FOR THE GLOBAL STRATEGY COMMITTEE (FROM THE INTERNATIONAL COMMITTEE) (TO CLARIFY) - CORRECT THE NUMBERS FOR THE BOARD TO CORRESPOND TO CHICAGO LAW (WHERE ULI IS INCORPORATED) (FROM A MINIMUM OF 12 TO A MINIMUM OF 13) - UPDATE THE DUTIES OF THE BOARD - CLEAN-UP DESCRIPTION OF ULI COMMITTEES - WITHIN THE BOARD, WITHIN THE OPERATING COMMITTEE, OTHERS (TO CORRECTLY GROUP TEAMS WITH THEIR OVERSIGHT AUTHORITY) FORM 990, PART VI, SECTION A, LINE 6 ULI MEMBERS INCLUDE DEVELOPERS, ARCHITECTS, PUBLIC OFFICIALS, PLANNERS, REAL ESTATE BROKERS, APPRAISERS, ACCOUNTANTS, ATTORNEYS, ENGINEERS, FINANCIERS, ACADEMICS, STUDENTS AND LIBRARIANS. FORM 990, PART VI, SECTION A, LINE 7A THE TRUSTEES ELECT THE ULI CHAIRMAN, THE ULIF CHAIRMAN, THE ULI BOARD OF DIRECTORS, THE ULIF BOARD OF DIRECTORS AND ULI LIFE TRUSTEES. THE BOARD OF DIRECTORS APPOINTS/APPROVES THE ULI EUROPE CHAIRMAN, THE ULI ASIA CHAIRMAN, AND THE ULI OPERATING COMMITTEE MEMBERS. THE FULL MEMBERS ELECT THE TRUSTEES (WHO ALSO SERVE AS THE MEMBERS OF ULIF). FORM 990, PART VI, SECTION A, LINE 7B THE BOARD OF DIRECTORS IS ULI'S GOVERNING BODY. THE FOLLOWING ARE THINGS THEY MUST BRING TO THE TRUSTEES FOR ACTION: THE TRUSTEES HAVE AUTHORITY OVER THE ARTICLES OF INCORPORATION; THE BYLAWS (ULI AND ULIF), ADOPTING A PLAN OR MERGER OR CONSOLIDATION WITH ANOTHER CORPORATION, AUTHORIZING THE VOLUNTARY DISSOLUTION OF THE ORGANIZATION OR REVOKING PROCEEDINGS THEREFORE, AUTHORIZING THE SALE, LEASE, EXCHANGE OR MORTGAGE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY AND ASSETS OF THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 11 PROCESS FOR MAKING THE FINAL 990 AVAILABLE TO THE VOTING MEMBERS OF THE GOVERNING BODY PRIOR TO ITS BEING FILED WITH THE IRS: - AUDITORS WILL REVIEW THE 990 WITH THE AUDIT COMMITTEE - THE FINAL 990 WILL BE HOUSED IN A SECURE AREA OF THE ULI WEBSITE. - NOTICE OF THE LOCATION OF THE 990 WILL BE EMAILED TO EACH BOARD MEMBER AND THEY WILL BE ADVISED THAT THEY HAVE TWO WEEKS IN WHICH TO REVIEW AND PROVIDE ANY COMMENTS TO ULI MANAGEMENT. FORM 990, PART VI, SECTION B, LINE 12C ON AN ANNUAL BASIS THE BOARD OF DIRECTORS ARE SENT A COMMUNICATION REQUESTING THAT THEY IDENTIFY ANY RELATIONSHIPS DEFINED AS A CONFLICT. RESPONDS ARE SUBMITTED TO THE CFO. FORM 990, PART VI, SECTION B, LINE 15 ON A REGULAR BASIS, ULI RETAINS AN INDEPENDENT, OUTSIDE CONSULTANT TO REVIEW THE COMPENSATION FOR ITS EXECUTIVES. AS PART OF THIS PROCESS, THE CONSULTANT IDENTIFIES COMPARABLE ORGANIZATIONS AND OBTAINS THE MOST CURRENT COMPENSATION DATA AVAILABLE FOR THEM. THEN, THE CONSULTANT PREPARES A DETAILED WRITTEN REPORT THAT COMPARES ULI'S CURRENT EXECUTIVE COMPENSATION AGAINST SIMILAR POSITIONS IN LIKE ORGANIZATIONS. THE WRITTEN REPORT ALSO DESCRIBES THE STUDY METHODOLOGY AND STATES THE CONSULTANT'S OPINION REGARDING THE REASONABLENESS OF ULI'S EXECUTIVE COMPENSATION RELATIVE TO THE IDENTIFIED MARKET COMPARABLES. FORM 990, PART VI, SECTION C, LINE 19 URBAN LAND INSTITUTE DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, NOR ITS FINANCIAL STATEMENTS (WHETHER OR NOT AUDITED) AVAILABLE TO THE GENERAL PUBLIC AS FEDERAL TAX LAW DOES NOT REQUIRE THAT SUCH DOCUMENTS BE MADE PUBLICLY AVAILABLE. OTHER FEES FORM 990, PART IX, LINE 11G CONSULTING: PROGRAM SERVICE EXPENSES 8,264,313. MANAGEMENT AND GENERAL EXPENSES 1,190,097. FUNDRAISING EXPENSES 225,143. TOTAL EXPENSES 9,679,553. ULI FOUNDATION 1025 THOMAS JEFFERSON ST NW STE 500 WASHINGTON DC 20007 237133957 FUNDRAISING IN SUPPORT OF ULI RESEARCH AND EDUCATION DC 501(C)(3) LINE 7 URBAN LAND INSTITUTE 0 0 1 1 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 ULI FOUNDATION B 1967408 CASH ULI FOUNDATION C 5284415 CASH