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FINRA REGULATION INC: Form 990, tax year 2012

View the entire original 990 at ProPublica ↗

Organization
FINRA REGULATION INC (EIN 52-1959501)
Tax period
2012-01-01 to 2012-12-31
Filed
2013-11-06
IRS object ID
201343109349301324
Schema version
2012v2.1
Source
Download XML · Original 990 at ProPublica

Every field in the e-filed return. Faint text is the IRS element name, for citing.

Return header ReturnHeader

FieldValueIRS element (for citing)
Timestamp2013-11-06T21:41:44-06:00Timestamp
Tax Period End Date2012-12-31TaxPeriodEndDate

Preparer Firm PreparerFirm

Preparer Firm Business Name PreparerFirmBusinessName

FieldValueIRS element (for citing)
Business Name Line1ERNST & YOUNG US LLPBusinessNameLine1

Preparer Firm US Address PreparerFirmUSAddress

FieldValueIRS element (for citing)
Address Line1TWO NORTH CENTRAL AVENUE STE 2300AddressLine1
CityPHOENIXCity
StateAZState
ZIP Code85004ZIPCode
FieldValueIRS element (for citing)
Return Type990ReturnType
Tax Period Begin Date2012-01-01TaxPeriodBeginDate

Filer Filer

FieldValueIRS element (for citing)
EIN521959501EIN

Name Name

FieldValueIRS element (for citing)
Business Name Line1FINRA REGULATION INCBusinessNameLine1
FieldValueIRS element (for citing)
In Care Of Name% MARCIA E ASQUITHInCareOfName
Name ControlFINANameControl
Phone2027288949Phone

US Address USAddress

FieldValueIRS element (for citing)
Address Line11735 K STREET NWAddressLine1
Address Line2SuiteAddressLine2
CityWASHINGTONCity
StateDCState
ZIP Code200061506ZIPCode

Officer Officer

FieldValueIRS element (for citing)
NameROB RENNERName
TitleVPTitle
Date Signed2013-11-06DateSigned

Preparer Preparer

FieldValueIRS element (for citing)
Phone6023223000Phone
FieldValueIRS element (for citing)
Tax Year2012TaxYear
Build TS2016-02-24 21:20:13ZBuildTS

Form 990 IRS990

FieldValueIRS element (for citing)
Name Of Principal Officer PersonRICHARD G KETCHUMNameOfPrincipalOfficerPerson

Address Principal Officer US AddressPrincipalOfficerUS

FieldValueIRS element (for citing)
Address Line11735 K STREET NWAddressLine1
CityWASHINGTONCity
StateDCState
ZIP Code200061506ZIPCode
FieldValueIRS element (for citing)
Gross Receipts722704984GrossReceipts
Group Return For AffiliatesfalseGroupReturnForAffiliates
Organization501cXOrganization501c
Web SiteWWW.FINRA.ORGWebSite
Type Of Organization CorporationXTypeOfOrganizationCorporation
Year Formation1996YearFormation
State Legal DomicileDEStateLegalDomicile
Activity Or Mission DescriptionFINRA IS DEDICATED TO INVESTOR PROTECTION AND MARKET INTEGRITY THROUGH EFFECTIVE AND EFFICIENT REGULATION OF THE SECURITIES INDUSTRY.ActivityOrMissionDescription
Nbr Voting Members Governing Body12NbrVotingMembersGoverningBody
Nbr Independent Voting Members5NbrIndependentVotingMembers
Total Nbr Employees2647TotalNbrEmployees
Total Nbr Volunteers0TotalNbrVolunteers
Total Gross UBI27020TotalGrossUBI
Net Unrelated Business Txbl Income2952NetUnrelatedBusinessTxblIncome
Contributions Grants Prior Year0ContributionsGrantsPriorYear
Contributions Grants Current Year0ContributionsGrantsCurrentYear
Program Service Revenue Prior Year715806211ProgramServiceRevenuePriorYear
Program Service Revenue CY722575229ProgramServiceRevenueCY
Investment Income Prior Year0InvestmentIncomePriorYear
Investment Income Current Year-73452InvestmentIncomeCurrentYear
Other Revenue Prior Year166937OtherRevenuePriorYear
Other Revenue Current Year129755OtherRevenueCurrentYear
Total Revenue Prior Year715973148TotalRevenuePriorYear
Total Revenue Current Year722631532TotalRevenueCurrentYear
Grants And Similar Amnts Prior Year257110GrantsAndSimilarAmntsPriorYear
Grants And Similar Amnts CY224100GrantsAndSimilarAmntsCY
Benefits Paid To Members Prior Year0BenefitsPaidToMembersPriorYear
Benefits Paid To Members CY0BenefitsPaidToMembersCY
Salaries Etc Prior Year383239255SalariesEtcPriorYear
Salaries Etc Current Year428400588SalariesEtcCurrentYear
Total Prof Fundrsng Exp Prior Year0TotalProfFundrsngExpPriorYear
Total Prof Fundrsng Exp CY0TotalProfFundrsngExpCY
Total Fundrsng Exp Current Year0TotalFundrsngExpCurrentYear
Other Expense Prior Year420369477OtherExpensePriorYear
Other Expenses Current Year360938585OtherExpensesCurrentYear
Total Expenses Prior Year803865842TotalExpensesPriorYear
Total Expenses Current Year789563273TotalExpensesCurrentYear
Revenues Less Expenses Prior Year-87892694RevenuesLessExpensesPriorYear
Revenues Less Expenses CY-66931741RevenuesLessExpensesCY
Total Assets BOY19407982TotalAssetsBOY
Total Assets EOY33863456TotalAssetsEOY
Total Liabilities BOY418709363TotalLiabilitiesBOY
Total Liabilities EOY479280769TotalLiabilitiesEOY
Net Assets Or Fund Balances BOY-399301381NetAssetsOrFundBalancesBOY
Net Assets Or Fund Balances EOY-445417313NetAssetsOrFundBalancesEOY
Info In Schedule O Part IIIXInfoInScheduleOPartIII
Mission DescriptionFINRA IS DEDICATED TO INVESTOR PROTECTION AND MARKET INTEGRITY THROUGH EFFECTIVE AND EFFICIENT REGULATION OF THE SECURITIES INDUSTRY.MissionDescription
Significant New Program ServicesfalseSignificantNewProgramServices
Significant ChangefalseSignificantChange
DescriptionSEE SCHEDULE ODescription
Described In501 C3falseDescribedIn501C3
Schedule B RequiredfalseScheduleBRequired
Political ActivitiesfalsePoliticalActivities
Subject To Proxy TaxfalseSubjectToProxyTax
Donor Advised FundsfalseDonorAdvisedFunds
Conservation EasementsfalseConservationEasements
Collections Of ArtfalseCollectionsOfArt
Credit CounselingfalseCreditCounseling
Term Or Permanent EndowmentsfalseTermOrPermanentEndowments
Report Land Bldg EquiptrueReportLandBldgEquip
Report Invest Oth SecuritiesfalseReportInvestOthSecurities
Report Prog Rel InvestfalseReportProgRelInvest
Report Other AssetsfalseReportOtherAssets
Report Other LiabilitiesfalseReportOtherLiabilities
Report Fin48 FootnotetrueReportFin48Footnote
Independent Audit Financial StmtfalseIndependentAuditFinancialStmt
Consolidated Audit Financial StmttrueConsolidatedAuditFinancialStmt
SchoolfalseSchool
Foreign OfficefalseForeignOffice
Foreign ActivitiesfalseForeignActivities
More Than5000 K To OrganizationstrueMoreThan5000KToOrganizations
More Than5000 K To IndividualsfalseMoreThan5000KToIndividuals
Professional FundraisingfalseProfessionalFundraising
Fundraising ActivitiesfalseFundraisingActivities
GamingfalseGaming
HospitalfalseHospital
Grants To OrganizationstrueGrantsToOrganizations
Grants To IndividualsfalseGrantsToIndividuals
Schedule J RequiredtrueScheduleJRequired
Tax Exempt BondsfalseTaxExemptBonds
Loan To Officer Or DQPfalseLoanToOfficerOrDQP
Grant To Related PersonfalseGrantToRelatedPerson
Bsnss Rltnshp With OrganizationfalseBsnssRltnshpWithOrganization
Bsnss Rltnshp Thru Family MemberfalseBsnssRltnshpThruFamilyMember
Officer Entity With Bsnss RltnshptrueOfficerEntityWithBsnssRltnshp
Deductible Non Cash ContributionsfalseDeductibleNonCashContributions
Deductible Contributions Of ArtfalseDeductibleContributionsOfArt
TerminatedfalseTerminated
Partial LiquidationfalsePartialLiquidation
Disregarded EntityfalseDisregardedEntity
Related EntitytrueRelatedEntity
Related Org Controlled EntitytrueRelatedOrgControlledEntity
Transaction Related EntitytrueTransactionRelatedEntity
Activities Conducted PartnershipfalseActivitiesConductedPartnership
Schedule O RequiredtrueScheduleORequired
Number Forms Transmitted With109679NumberFormsTransmittedWith1096
Number W2 G Included0NumberW2GIncluded
Compliance With Backup WitholdingtrueComplianceWithBackupWitholding
Number Of Employees2647NumberOfEmployees
Employment Tax Returns FiledtrueEmploymentTaxReturnsFiled
Unrelated Business IncometrueUnrelatedBusinessIncome
Form990-T FiledtrueForm990-TFiled
Foreign Financial AccountfalseForeignFinancialAccount
Prohibited Tax Shelter TransfalseProhibitedTaxShelterTrans
Taxable Party NotificationfalseTaxablePartyNotification
Non Deductible ContributionsfalseNonDeductibleContributions
Indoor Tanning ServicesfalseIndoorTanningServices
Info In Schedule O Part VIXInfoInScheduleOPartVI
Nbr Voting Governing Body Members12NbrVotingGoverningBodyMembers
Number Independent Voting Members5NumberIndependentVotingMembers
Family Or Business RelationshiptrueFamilyOrBusinessRelationship
Delegation Of Management DutiesfalseDelegationOfManagementDuties
Changes To Organizing DocsfalseChangesToOrganizingDocs
Material Diversion Or MisusefalseMaterialDiversionOrMisuse
Members Or StockholderstrueMembersOrStockholders
Election Of Board MemberstrueElectionOfBoardMembers
Decisions Subject To ApprovaltrueDecisionsSubjectToApproval
Minutes Of Governing BodytrueMinutesOfGoverningBody
Minutes Of CommitteestrueMinutesOfCommittees
Officer Mailing AddressfalseOfficerMailingAddress
Local ChaptersfalseLocalChapters
Form990 Provided To Governing BodytrueForm990ProvidedToGoverningBody
Conflict Of Interest PolicytrueConflictOfInterestPolicy
Annual Disclosure Covered PersonstrueAnnualDisclosureCoveredPersons
Regular Monitoring EnforcementtrueRegularMonitoringEnforcement
Whistleblower PolicytrueWhistleblowerPolicy
Document Retention PolicytrueDocumentRetentionPolicy
Compensation Process CEOtrueCompensationProcessCEO
Compensation Process OthertrueCompensationProcessOther
Investment In Joint VenturefalseInvestmentInJointVenture
States Where Copy Of Return Is FiledCAStatesWhereCopyOfReturnIsFiled
Upon RequestXUponRequest

The Books Are In Care Of TheBooksAreInCareOf

FieldValueIRS element (for citing)
Name PersonMARCIA E ASQUITHNamePerson
Telephone Number2027288949TelephoneNumber

Address US AddressUS

FieldValueIRS element (for citing)
Address Line11735 K STREET NWAddressLine1
CityWASHINGTONCity
StateDCState
ZIP Code200061506ZIPCode
FieldValueIRS element (for citing)
Info In Schedule O Part VIIXInfoInScheduleOPartVII

Form990 Part VII Section A Form990PartVIISectionA (42 entries)

TitleTitleAverage Hours Per WeekAverageHoursPerWeekIndividual Trustee Or DirectorIndividualTrusteeOrDirectorReportable Comp From OrganizationReportableCompFromOrganizationReportable Comp From Related OrgsReportableCompFromRelatedOrgsOther CompensationOtherCompensationOfficerOfficerKey EmployeeKeyEmployeeHighest Compensated EmployeeHighestCompensatedEmployeeFormerFormer
HARVEY J GOLDSCHMID
CHAIR, REG POLICY COMMITTEE3.0X0689150
JED BANDES
REGULATORY POLICY COMMITTEE2.0X0600440
JOEL R BLUMENSCHEIN
REGULATORY POLICY COMMITTEE2.0X0413050
CHARLES A BOWSHER
REGULATORY POLICY COMMITTEE2.0X0691740
ELLYN L BROWN
REGULATORY POLICY COMMITTEE2.0X0301300
MARK S CASADY
REGULATORY POLICY COMMITTEE3.0X0604410
W DENNIS FERGUSON
REGULATORY POLICY COMMITTEE3.0X0691590
DR SHIRLEY ANN JACKSON
REGULATORY POLICY COMMITTEE2.0X0650000
KEN NORENSBERG
REGULATORY POLICY COMMITTEE2.0X0611890
RICHARD S PECHTER
REGULATORY POLICY COMMITTEE2.0X0725730
JOHN W SCHMIDLIN
REGULATORY POLICY COMMITTEE2.0X0654170
JOEL SELIGMAN
REGULATORY POLICY COMMITTEE2.0X0550660
KURT P STOCKER
REGULATORY POLICY COMMITTEE2.0X0680330
JAMES D WEDDLE
REGULATORY POLICY COMMITTEE2.0X0692010
RICHARD G KETCHUM
CEO60.00255545474251X
TODD T DIGANCI
EXECUTIVE VP AND CFO60.00118382662697X
MARCIA E ASQUITH
SENIOR VP AND CORP SECRETARY60.0050017588972X
F GREGORY AHERN
EXECUTIVE VICE PRESIDENT60.00187131113807X
SUSAN F AXELROD
EXECUTIVE VICE PRESIDENT60.07223860141330X
J BRADLEY BENNETT
EXECUTIVE VICE PRESIDENT60.08777280119977X
T GRANT CALLERY
EXEC VP AND GENERAL COUNSEL60.00136476486222X
MARTIN P COLBURN
EXECUTIVE VP AND CTO60.0080336966937X
ROBERT L D COLBY
EVP & CHIEF LEGAL OFFICER60.0026206134997X
JAMES J CUMMINGS
EXECUTIVE VICE PRESIDENT60.0092316333473X
LINDA D FIENBERG
PRESIDENT - DISPUTE RESOLUTION60.0087742181552X
SAMUEL H GAER
EXEC VICE PRESIDENT & CIO60.00703879125356X
THOMAS R GIRA
EXECUTIVE VICE PRESIDENT60.08534940114686X
STEVEN A JOACHIM
EXECUTIVE VICE PRESIDENT60.00307593995673X
TRACY B JOHNSON
SENIOR VICE PRESIDENT60.0053526482300X
DEREK W LINDEN
EXECUTIVE VICE PRESIDENT60.0659729079160X
STEPHEN LUPARELLO
VICE CHAIRMAN60.05281793055075X
MARC MENCHEL
EXEC VP AND GENERAL COUNSEL60.030340060218770X
HOWARD M SCHLOSS
EXECUTIVE VICE PRESIDENT60.003342009361828X
STEPHEN M SCHOENEMAN
SENIOR VICE PRESIDENT60.00603575124702X
THOMAS M SELMAN
EXECUTIVE VICE PRESIDENT60.0688191066923X
GRACE B VOGEL
EXECUTIVE VICE PRESIDENT60.08455470161806X
GENE G DEMAIO
SENIOR VICE PRESIDENT60.0625548048318X
CAMERON K FUNKHOUSER
EXECUTIVE VICE PRESIDENT60.06722980106144X
JOHN F MALITZIS
EXECUTIVE VICE PRESIDENT60.06784730114415X
ROBERT A MARCHMAN
EXECUTIVE VICE PRESIDENT60.06739270139123X
DANIEL M SIBEARS
EXECUTIVE VICE PRESIDENT60.06934390105575X
JAMES P DONOVAN
SENIOR EXECUTIVE VICE PRES01326920X
FieldValueIRS element (for citing)
Total Reportable Comp From Org16306559TotalReportableCompFromOrg
Total Reportable Comp Frm Rltd Orgs17906369TotalReportableCompFrmRltdOrgs
Total Other Compensation2904069TotalOtherCompensation
Number Individuals GT100 K1327NumberIndividualsGT100K
Formers ListedtrueFormersListed
Total Comp GT150 KtrueTotalCompGT150K
Compensation From Other SourcesfalseCompensationFromOtherSources

Contractor Compensation ContractorCompensation (5 entries)

Address Line1AddressOfContractor/AddressUS/AddressLine1CityAddressOfContractor/AddressUS/CityStateAddressOfContractor/AddressUS/StateZIP CodeAddressOfContractor/AddressUS/ZIPCodeDescription Of ServicesDescriptionOfServicesCompensationCompensation
PROMETRIC
PO BOX 223608PITTSBURGHPA15251TESTING SERVICES17361493
NCS PEARSON INCORPORATED
21866 NETWORK PLACECHICAGOIL60673TESTING SERVICES8043682
KINETIX TECHNOLOGY PARTNERS INC
46643 WINTERSET COURTPOTOMAC FALLSVA20165TECH. CONSULTING1098425
TIGER TEAM CONSULTING
11781 LEE JACKSON MEMORIAL HWYFAIRFAXVA22033TECH. CONSULTING965365
MORETAB CONSULTING
1109 ANDROMEDIA WAYARLINGTONTX76013TECH. CONSULTING769664
FieldValueIRS element (for citing)
Number Of Contractors GT100 K26NumberOfContractorsGT100K
Total Contributions0TotalContributions

Program Service Revenue ProgramServiceRevenue (5 entries)

DescriptionDescriptionBusiness CodeBusinessCodeTotal Revenue ColumnTotalRevenueColumnRelated Or Exempt Function IncomeRelatedOrExemptFunctionIncomeUnrelated Business RevenueUnrelatedBusinessRevenue
REGULATORY FEES900099407634855407634855
USER FEES90009916026883516024181527020
CONTRACT SERVICE FEES9000998548684985486849
FINES9000996909765169097651
ALL OTHER PROGRAM SERVICE REVENUE9000998703987039
FieldValueIRS element (for citing)
Total Program Service Revenue722575229TotalProgramServiceRevenue

Investment Income InvestmentIncome

FieldValueIRS element (for citing)
Total Revenue Column0TotalRevenueColumn

Income From Invest Bond Proceeds IncomeFromInvestBondProceeds

FieldValueIRS element (for citing)
Total Revenue Column0TotalRevenueColumn

Royalties Revenue RoyaltiesRevenue

FieldValueIRS element (for citing)
Total Revenue Column129755TotalRevenueColumn
Exclusion$129,755ExclusionAmount

Rental Income Or Loss RentalIncomeOrLoss

FieldValueIRS element (for citing)
Real0Real
Personal0Personal

Net Rental Income Or Loss NetRentalIncomeOrLoss

FieldValueIRS element (for citing)
Total Revenue Column0TotalRevenueColumn

Less Cost Oth Basis Sales Expenses LessCostOthBasisSalesExpenses

FieldValueIRS element (for citing)
Other73452Other

Gain Or Loss GainOrLoss

FieldValueIRS element (for citing)
Other-73452Other

Net Gain Or Loss Investments NetGainOrLossInvestments

FieldValueIRS element (for citing)
Total Revenue Column-73452TotalRevenueColumn
Exclusion-$73,452ExclusionAmount

Net Income From Fundraising Events NetIncomeFromFundraisingEvents

FieldValueIRS element (for citing)
Total Revenue Column0TotalRevenueColumn

Net Income From Gaming NetIncomeFromGaming

FieldValueIRS element (for citing)
Total Revenue Column0TotalRevenueColumn

Net Income Or Loss NetIncomeOrLoss

FieldValueIRS element (for citing)
Total Revenue Column0TotalRevenueColumn
FieldValueIRS element (for citing)
Total Other Revenue0TotalOtherRevenue

Total Revenue TotalRevenue

FieldValueIRS element (for citing)
Total Revenue Column722631532TotalRevenueColumn
Related Or Exempt Function Income722548209RelatedOrExemptFunctionIncome
Unrelated Business Revenue27020UnrelatedBusinessRevenue
Exclusion$56,303ExclusionAmount
FieldValueIRS element (for citing)
Info In Schedule O Part IXXInfoInScheduleOPartIX

Grants To Domestic Orgs GrantsToDomesticOrgs

FieldValueIRS element (for citing)
Total224100Total

Grants To Domestic Individuals GrantsToDomesticIndividuals

FieldValueIRS element (for citing)
Total0Total

Foreign Grants ForeignGrants

FieldValueIRS element (for citing)
Total0Total

Benefits To Members BenefitsToMembers

FieldValueIRS element (for citing)
Total0Total

Comp Current Officers Directors CompCurrentOfficersDirectors

FieldValueIRS element (for citing)
Total7994659Total

Comp Disqual Persons CompDisqualPersons

FieldValueIRS element (for citing)
Total0Total

Other Salaries And Wages OtherSalariesAndWages

FieldValueIRS element (for citing)
Total321465262Total

Pension Plan Contributions PensionPlanContributions

FieldValueIRS element (for citing)
Total54607438Total

Other Employee Benefits OtherEmployeeBenefits

FieldValueIRS element (for citing)
Total23994924Total

Payroll Taxes PayrollTaxes

FieldValueIRS element (for citing)
Total20338305Total

Fees For Services Management FeesForServicesManagement

FieldValueIRS element (for citing)
Total1403530Total

Fees For Services Legal FeesForServicesLegal

FieldValueIRS element (for citing)
Total973579Total

Fees For Services Accounting FeesForServicesAccounting

FieldValueIRS element (for citing)
Total78000Total

Fees For Services Lobbying FeesForServicesLobbying

FieldValueIRS element (for citing)
Total0Total

Fees For Services Prof Fundraising FeesForServicesProfFundraising

FieldValueIRS element (for citing)
Total0Total

Fees For Services Invst Mgmnt Fees FeesForServicesInvstMgmntFees

FieldValueIRS element (for citing)
Total0Total

Fees For Services Other FeesForServicesOther

FieldValueIRS element (for citing)
Total26168296Total

Advertising Advertising

FieldValueIRS element (for citing)
Total13800Total

Office Expenses OfficeExpenses

FieldValueIRS element (for citing)
Total4432036Total

Information Technology InformationTechnology

FieldValueIRS element (for citing)
Total68344790Total

Royalties Royalties

FieldValueIRS element (for citing)
Total0Total

Occupancy Occupancy

FieldValueIRS element (for citing)
Total35257641Total

Travel Travel

FieldValueIRS element (for citing)
Total12975480Total

Travel Entrtnmnt Public Officials TravelEntrtnmntPublicOfficials

FieldValueIRS element (for citing)
Total0Total

Conferences Meetings ConferencesMeetings

FieldValueIRS element (for citing)
Total2119285Total

Interest Interest

FieldValueIRS element (for citing)
Total0Total

Payments To Affiliates PaymentsToAffiliates

FieldValueIRS element (for citing)
Total0Total

Depreciation Depletion DepreciationDepletion

FieldValueIRS element (for citing)
Total8315002Total

Insurance Insurance

FieldValueIRS element (for citing)
Total0Total

Other Expenses OtherExpenses (4 entries)

DescriptionDescriptionTotalTotal
OVERHEAD ALLOCATION196185652
TEMPORARY HELP1075936
BAD DEBT EXPENSE2497364
PUBLICATIONS/PRINTING294992

All Other Expenses AllOtherExpenses

FieldValueIRS element (for citing)
Total803202Total

Total Functional Expenses TotalFunctionalExpenses

FieldValueIRS element (for citing)
Total789563273Total

Cash Non Interest Bearing CashNonInterestBearing

FieldValueIRS element (for citing)
BOY-1402639BOY
EOY-1180915EOY

Savings And Temp Cash Investments SavingsAndTempCashInvestments

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Pledges And Grants Receivable PledgesAndGrantsReceivable

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Accounts Receivable AccountsReceivable

FieldValueIRS element (for citing)
BOY10917777BOY
EOY30675378EOY

Receivables From Officers Etc ReceivablesFromOfficersEtc

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Receivables From Disqual Persons ReceivablesFromDisqualPersons

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Other Notes Loans Receivable Net OtherNotesLoansReceivableNet

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Inventories For Sale Or Use InventoriesForSaleOrUse

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Prepaid Expenses Deferred Charges PrepaidExpensesDeferredCharges

FieldValueIRS element (for citing)
BOY511897BOY
EOY343399EOY
FieldValueIRS element (for citing)
Land Buildings Equipment Basis183715974LandBuildingsEquipmentBasis
Land Bldg Equipment Accum Deprec180043494LandBldgEquipmentAccumDeprec

Land Buildings Equipment Basis Net LandBuildingsEquipmentBasisNet

FieldValueIRS element (for citing)
BOY7359398BOY
EOY3672480EOY

Investments Pub Traded Securities InvestmentsPubTradedSecurities

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Investments Other Securities InvestmentsOtherSecurities

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Investments Program Related InvestmentsProgramRelated

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Intangible Assets IntangibleAssets

FieldValueIRS element (for citing)
BOY547057BOY
EOY353114EOY

Other Assets Total OtherAssetsTotal

FieldValueIRS element (for citing)
BOY1474492BOY
EOY0EOY

Total Assets TotalAssets

FieldValueIRS element (for citing)
BOY19407982BOY
EOY33863456EOY

Accounts Payable Accrued Expenses AccountsPayableAccruedExpenses

FieldValueIRS element (for citing)
BOY357136261BOY
EOY400425017EOY

Grants Payable GrantsPayable

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Deferred Revenue DeferredRevenue

FieldValueIRS element (for citing)
BOY61573102BOY
EOY78855752EOY

Tax Exempt Bond Liabilities TaxExemptBondLiabilities

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Escrow Account Liability EscrowAccountLiability

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Loans From Officers Directors LoansFromOfficersDirectors

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Mort Notes Pybl Secured Invest Prop MortNotesPyblSecuredInvestProp

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Unsecured Notes Loans Payable UnsecuredNotesLoansPayable

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Other Liabilities OtherLiabilities

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Total Liabilities TotalLiabilities

FieldValueIRS element (for citing)
BOY418709363BOY
EOY479280769EOY
FieldValueIRS element (for citing)
Do Not Follow SFAS117XDoNotFollowSFAS117

Cap Stck Trst Prin Current Funds CapStckTrstPrinCurrentFunds

FieldValueIRS element (for citing)
BOY350000BOY
EOY350000EOY

Paid In Cap Srpls Land Bldg Eqp Fund PaidInCapSrplsLandBldgEqpFund

FieldValueIRS element (for citing)
BOY50000000BOY
EOY50000000EOY

Retained Earnings Endowment Etc RetainedEarningsEndowmentEtc

FieldValueIRS element (for citing)
BOY-449651381BOY
EOY-495767313EOY

Total Net Assets Fund Balances TotalNetAssetsFundBalances

FieldValueIRS element (for citing)
BOY-399301381BOY
EOY-445417313EOY

Total Liab Net Assets Fund Balances TotalLiabNetAssetsFundBalances

FieldValueIRS element (for citing)
BOY19407982BOY
EOY33863456EOY
FieldValueIRS element (for citing)
Info In Schedule O Part XIXInfoInScheduleOPartXI
Reconcilation Revenue Expenses-68657119ReconcilationRevenueExpenses
Reconcilation Other Changes22541187ReconcilationOtherChanges
Method Of Accounting AccrualXMethodOfAccountingAccrual
Accountant Compile Or ReviewfalseAccountantCompileOrReview
FS AuditedtrueFSAudited

FS Audited Basis FSAuditedBasis

FieldValueIRS element (for citing)
Financial Statement ConsolidatedXFinancialStatementConsolidated
FieldValueIRS element (for citing)
Audit CommitteetrueAuditCommittee
Federal Grant Audit RequiredfalseFederalGrantAuditRequired

Schedule D IRS990ScheduleD

FieldValueIRS element (for citing)
Art Public Exhibition AmtsArtPublicExhibitionAmts
Held Works Of Art AmtsHeldWorksOfArtAmts
Current Year Minus3 YearsCurrentYearMinus3Years
Current Year Minus4 YearsCurrentYearMinus4Years
LandLand
BuildingsBuildings

Leasehold Improvements LeaseholdImprovements

FieldValueIRS element (for citing)
Other Cost Or Other Basis26840120OtherCostOrOtherBasis
Depreciation26269452Depreciation
Book Value570669BookValue

Equipment Equipment

FieldValueIRS element (for citing)
Other Cost Or Other Basis9476001OtherCostOrOtherBasis
Depreciation7903970Depreciation
Book Value1572031BookValue

Other Land Buildings OtherLandBuildings

FieldValueIRS element (for citing)
Other Cost Or Other Basis147399852OtherCostOrOtherBasis
Depreciation145870073Depreciation
Book Value1529780BookValue
FieldValueIRS element (for citing)
Total Of Book Value Land Buildings3672480TotalOfBookValueLandBuildings
Federal Income Tax Liability0FederalIncomeTaxLiability
Total Of Amounts0TotalOfAmounts
Footnote In Part XIIIXFootnoteInPartXIII

Form990 Schedule D Part XIII Form990ScheduleDPartXIII

FieldValueIRS element (for citing)
IdentifierASC 740 FOOTNOTE FROM CONSOLIDATED AUDITED FINANCIAL STATEMENTSIdentifier
Return ReferenceSCHEDULE D, PART X, LINE 2ReturnReference
ExplanationU.S. GAAP PROVIDES A TWO-STEP APPROACH FOR EVALUATING TAX POSITIONS. RECOGNITION (STEP 1) OCCURS WHEN AN ENTITY CONCLUDES THAT A TAX POSITION, BASED SOLELY ON ITS TECHNICAL MERITS, IS MORE LIKELY THAN NOT TO BE SUSTAINED UPON EXAMINATION. IN STEP 2 (MEASUREMENT), THE TAX BENEFIT IS MEASURED AS THE LARGEST AMOUNT OF BENEFIT, DETERMINED ON A CUMULATIVE PROBABILITY BASIS, THAT IS MORE LIKELY THAN NOT TO BE REALIZED UPON ULTIMATE SETTLEMENT. DURING THE YEARS FROM 2009 TO 2012, WHICH REPRESENT THE YEARS MANAGEMENT CONSIDERS TO BE OPEN FOR EXAMINATION BY TAXING AUTHORITIES, MANAGEMENT DID NOT IDENTIFY THE EXISTENCE OF ANY UNCERTAIN TAX POSITIONS. ACCORDINGLY, ALL TAX POSITIONS ARE RECOGNIZED AND MEASURED AT THEIR FULL BENEFIT IN THE CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS.Explanation

Schedule F IRS990ScheduleF

Grants To Orgs Outside US GrantsToOrgsOutsideUS

FieldValueIRS element (for citing)
RegionNorth AmericaRegion
Purpose Of Grant2012 SPONSORPurposeOfGrant
Amount Of Cash Grant15000AmountOfCashGrant
Manner Of Cash DisbursementCHECKMannerOfCashDisbursement
FieldValueIRS element (for citing)
Total Number Of501c3 Orgs0TotalNumberOf501c3Orgs
Total Number Of Other Orgs1TotalNumberOfOtherOrgs
Transfer To Foreign CorpfalseTransferToForeignCorp
Interest In Foreign TrustfalseInterestInForeignTrust
Own Foreign CorpfalseOwnForeignCorp
Passive Foreign Invest CofalsePassiveForeignInvestCo
Foreign PartnershipfalseForeignPartnership
Boycott CountriesfalseBoycottCountries

Schedule I IRS990ScheduleI

FieldValueIRS element (for citing)
Records MaintainedtrueRecordsMaintained

Recipient Table RecipientTable (8 entries)

Address Line1AddressUS/AddressLine1CityAddressUS/CityStateAddressUS/StateZIP CodeAddressUS/ZIPCodeEIN Of RecipientEINOfRecipientIRC SectionIRCSectionAmount Of Cash GrantAmountOfCashGrantPurpose Of GrantPurposeOfGrant
APPLESEED FOUNDATION INC
727 15TH STREET NWWASHINGTONDC20005521835698501(C)(3)10000AWARDS DINNER
AUTISM SPEAKS
1 E 33RD STREETNEW YORKNY10016202329938501(C)(3)15000AWARDS DINNER
COUNCIL FOR ECONOMIC EDUCATION
122 E 42ND STREETNEW YORKNY10168131623848501(C)(3)10000AWARDS DINNER
EMPLOYEE BENEFIT RESEARCH INSTITUTE
1100 13TH STREET NWWASHINGTONDC20005521190398501(C)(3)575002012/2013 CONTR.
JUMPSTART COALITION FOR PERSONAL LITERACY
919 18TH STREET NWWASHINGTONDC20006522031287501(C)(3)10000AWARDS DINNER
SEC HISTORICAL SOCIETY
1101 PENNSYLVANIA AVEWASHINGTONDC20004522213646501(C)(3)15000AWARDS DINNER
SECURITIES INDUSTRY & FINANCIAL MARKETS
120 BROADWAYNEW YORKNY10271521087193501(C)(3)10000AWARDS DINNER
TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA
3620 LOCUST WALKPHILADELPHIAPA19104522213646501(C)(3)200002012/2013 CONTR.
FieldValueIRS element (for citing)
Total Nbr Of501 C3 And Govt Grants8TotalNbrOf501C3AndGovtGrants

Form990 Schedule I Part IV Form990ScheduleIPartIV (2 entries)

IdentifierIdentifierExplanationExplanationReturn ReferenceReturnReference
Form 990, Schedule IVOLUNTARY DISCLOSURE FOR APPLESEED FOUNDATION CONTRIBUTION DURING 2012: RICHARD G. KETCHUM, FINRA CEO, SERVED AS A BOARD MEMBER OF THE APPLESEED FOUNDATION.
OVERSIGHT AND RECORDKEEPING OF CONTRIBUTIONSCHARITABLE CONTRIBUTIONS ARE REVIEWED AND APPROVED BY THE APPROPRIATE BUSINESS UNIT HEAD (OR THEIR DESIGNEE). THE ORGANIZATION MAINTAINS ADEQUATE RECORDS TO SUBSTANTIATE THE AMOUNT AND THE PURPOSE OF THE CHARITABLE CONTRIBUTIONS.SCHEDULE I, PART I, LINE 2

Schedule J IRS990ScheduleJ

FieldValueIRS element (for citing)
First Class Or Charter TravelXFirstClassOrCharterTravel
Travel For CompanionsXTravelForCompanions
Idemnification Gross Up PaymentsXIdemnificationGrossUpPayments
Club Dues Or FeesXClubDuesOrFees
Personal ServicesXPersonalServices
Written Policy Re T And E ExpensestrueWrittenPolicyReTAndEExpenses
Substantiation RequiredtrueSubstantiationRequired
Compensation CommitteeXCompensationCommittee
Independent ConsultantXIndependentConsultant
Written Employment ContractXWrittenEmploymentContract
Compensation SurveyXCompensationSurvey
Board Or Committee ApprovalXBoardOrCommitteeApproval
Severance PaymenttrueSeverancePayment
Supplemental Nonqual Retire PlantrueSupplementalNonqualRetirePlan
Equity Based Comp ArrangementfalseEquityBasedCompArrangement

Form990 Schedule J Part II Form990ScheduleJPartII (28 entries)

TitleTitleBase Compensation Filing OrgBaseCompensationFilingOrgComp Based On Related OrgsCompBasedOnRelatedOrgsBonus Filing OrgBonusFilingOrgBonus Related OrgsBonusRelatedOrgsOther Compensation Filing OrgOtherCompensationFilingOrgOther Compensation Related OrgsOtherCompensationRelatedOrgsDeferred Comp Filing OrgDeferredCompFilingOrgDeferred Comp Related OrgsDeferredCompRelatedOrgsNontaxable Benefits Filing OrgNontaxableBenefitsFilingOrgNontaxable Benefits Related OrgsNontaxableBenefitsRelatedOrgsTotal Compensation Filing OrgTotalCompensationFilingOrgTotal Compensation Related OrgsTotalCompensationRelatedOrgsComp Report Prior990 Filing OrgCompReportPrior990FilingOrgComp Report Prior990 Related OrgsCompReportPrior990RelatedOrgs
RICHARD G KETCHUM
CEO09781640125000003272900476070266440262970500
TODD T DIGANCI
EXECUTIVE VP AND CFO047547606800000283500356030270940124652300
MARCIA E ASQUITH
SENIOR VP AND CORP SECRETARY02360930240000024082069500019472058914700
F GREGORY AHERN
EXECUTIVE VICE PRESIDENT075589000111542010846205345030093800
SUSAN F AXELROD
EXECUTIVE VICE PRESIDENT34630603750000108001031600381700863716000
J BRADLEY BENNETT
EXECUTIVE VICE PRESIDENT41675404350000259740115401045760997705000
T GRANT CALLERY
EXEC VP AND GENERAL COUNSEL0285299031000007694650672620189600145098600
MARTIN P COLBURN
EXECUTIVE VP AND CTO03818500400000021519034017032920087030600
ROBERT L D COLBY
EVP & CHIEF LEGAL OFFICER02402020002185902750007497029705800
JAMES J CUMMINGS
EXECUTIVE VICE PRESIDENT0739120220000062925102445609017095663600
JAMES P DONOVAN
SENIOR EXECUTIVE VICE PRES00000132692000001326920132692
LINDA D FIENBERG
PRESIDENT - DISPUTE RESOLUTION04376800400000039741062263019289095897300
SAMUEL H GAER
EXEC VICE PRESIDENT & CIO01937560500000010123011535909997082923500
THOMAS R GIRA
EXECUTIVE VICE PRESIDENT3916930455000068010730470416390968180000
STEVEN A JOACHIM
EXECUTIVE VICE PRESIDENT0345172041000002320767057022038651031716120710560
TRACY B JOHNSON
SENIOR VICE PRESIDENT0291345022500001891907268309617061756400
DEREK W LINDEN
EXECUTIVE VICE PRESIDENT32893303150000157960490270301330738889000
STEPHEN LUPARELLO
VICE CHAIRMAN46389006900000412790303130902376605336868000
MARC MENCHEL
EXEC VP AND GENERAL COUNSEL179797040000002454209019610202266803252776000
HOWARD M SCHLOSS
EXECUTIVE VICE PRESIDENT03019200300000027400890338761023067037038370272139
STEPHEN M SCHOENEMAN
SENIOR VICE PRESIDENT03156080265000022967093251031451072827700
THOMAS M SELMAN
EXECUTIVE VICE PRESIDENT33074503350000224460414190255040755114000
GRACE B VOGEL
EXECUTIVE VICE PRESIDENT3499870475000020560012217803962801007353000
GENE G DEMAIO
SENIOR VICE PRESIDENT277904020500001426440212340270840673866000
CAMERON K FUNKHOUSER
EXECUTIVE VICE PRESIDENT31009503400000222030770120291320778442000
JOHN F MALITZIS
EXECUTIVE VICE PRESIDENT3259510350000025220959640184510792888000
ROBERT A MARCHMAN
EXECUTIVE VICE PRESIDENT322285033000002164201061270329960813050000
DANIEL M SIBEARS
EXECUTIVE VICE PRESIDENT36799503000000254440607910447840799014000

Form990 Schedule J Part III Form990ScheduleJPartIII (2 entries)

IdentifierIdentifierExplanationExplanationReturn ReferenceReturnReference
SUPPLEMENTAL COMPENSATION INFORMATIONFOR THE HIGHEST COMPENSATED EXECUTIVES, BASE SALARY AND INCENTIVE COMPENSATION (EARNED IN THE PRIOR YEAR) REPORTED IN COLUMNS B(i) AND B(ii) ARE INDEPENDENTLY DETERMINED AND APPROVED BY THE MANAGEMENT COMPENSATION COMMITTEE OF THE BOARD OF GOVERNORS. OTHER REPORTABLE COMPENSATION (COLUMN B(III)) IS LARGELY COMPOSED OF RETIREMENT VESTING AND/OR PAYOUT EVENTS FROM NON-QUALIFIED PLANS, AS WELL AS SEVERANCE OR SEPARATION PAYMENTS, IF APPLICABLE. IN DETERMINING SALARIES AND INCENTIVE PAY, THE COMMITTEE RELIED ON A THIRD-PARTY COMPENSATION STUDY PERFORMED BY MERCER, INC. THAT COMPARED FINRA EXECUTIVES TO INDUSTRY BENCHMARKING DATA AMONG OTHER FACTORS (SEE ADDITIONAL INFORMATION BELOW). THE MANAGEMENT COMPENSATION COMMITTEE OF THE FINRA BOARD OF GOVERNORS (THE "COMMITTEE") IS RESPONSIBLE FOR SETTING PAY FOR EXECUTIVES OF FINRA AND SUBSIDIARIES WHOSE TOTAL COMPENSATION, INCLUDING INCENTIVE COMPENSATION, MAY EXCEED $1 MILLION. THE COMMITTEE IS COMPRISED OF FOUR NON-EMPLOYEE, NON-SECURITIES INDUSTRY MEMBERS OF THE BOARD OF GOVERNORS. THE COMMITTEE MET ON JANUARY 15, 2012 AND FEBRUARY 15, 2012 TO ESTABLISH INCENTIVE COMPENSATION ATTRIBUTABLE TO THE PERFORMANCE OF SERVICES DURING CALENDAR YEAR 2011 AND TO ESTABLISH BASE SALARIES FOR CALENDAR YEAR 2012. AS A GENERAL POLICY, FINRA HAS DETERMINED ITS COMPETITIVE COMPENSATION POSITIONING SHOULD BE CONSIDERED AGAINST A BROAD SECTION OF FINANCIAL SERVICES/CAPITAL MARKET COMPANIES, AS THIS SECTOR IS THE MOST LIKELY FROM WHICH WE RECRUIT TALENT AND TALENT IS RECRUITED FROM US. WE ALSO BENCHMARK AGAINST GENERAL INDUSTRY POSITIONS AND LAW DEPARTMENTS FOR JOBS THAT ARE NOT UNIQUE TO THE FINANCIAL SERVICES INDUSTRY. THE COMMITTEE ENGAGED MERCER, INC. ("MERCER"), A THIRD-PARTY COMPENSATION CONSULTANT, TO PREPARE A COMPENSATION STUDY FOR REVIEW AT THESE MEETINGS. IN DETERMINING A BENCHMARKING STRATEGY FOR KEY EXECUTIVES, FINANCIAL SERVICES ORGANIZATIONS (BROKER-DEALERS, INVESTMENT BANKS, FEDERAL RESERVE BANKS, COMMERCIAL BANKS, INSURANCE COMPANIES, EXCHANGES AND REGULATORS) WERE DETERMINED TO BE THE MOST RELEVANT GROUPS FOR COMPARISON PURPOSES. THE COMMITTEE AND MERCER ENGAGED IN SUBSTANTIAL RESEARCH AND CONSIDERATION OF THE FUNCTIONS AND OPERATIONS OF SEVERAL POTENTIAL COMPARATORS AS WELL AS GENERAL COMPETITIVE CONDITIONS. IN DETERMINING SPECIFIC SALARY AND INCENTIVE COMPENSATION LEVELS FOR OFFICERS AND KEY EMPLOYEES, MANAGEMENT AND THE COMMITTEE CONSIDER: 1) OPERATIONAL RESULTS 2) STRATEGIC INITIATIVES 3) FINANCIAL HEALTH/RESULTS 4) INDIVIDUAL PERFORMANCE 5) COMPETITIVE COMPENSATION LEVELS AS PREPARED BY MERCER THE COMMITTEE'S MINUTES OF THE JANUARY 18, 2012 AND FEBRUARY 15, 2012 MEETINGS WERE REVIEWED AND APPROVED AS ACCURATE AND COMPLETE FOLLOWING THE COMMITTEE'S APPROVAL OF THE SENIOR EXECUTIVE COMPENSATION PACKAGES. THE FULL BOARD FURTHER APPROVED THE 2011 INCENTIVE COMPENSATION OF THE CEO AT ITS MEETING ON FEBRUARY 16, 2012. ALL COMPENSATION COMMITTEE MEMBERS VOTED FOR THE PROPOSED LEVEL OF EXECUTIVE COMPENSATION. FINRA OFFERS TWO NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS. 1) FINRA'S SUPPLEMENTAL DEFINED BENEFIT PLAN IS A NON-QUALIFIED DEFINED BENEFIT PLAN THAT IS PROVIDED TO MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES SUCH AS THOSE DESCRIBED UNDER 201(2), 301(A)(3), AND 401(A)(1) OF ERISA. IT IS A FINRA FUNDED PLAN IN WHICH PARTICIPANTS TYPICALLY HAVE A TAXABLE ONE-TIME CLIFF VESTING EVENT AT A SPECIFIED MILESTONE BASED ON BOTH AGE AND YEARS OF SERVICE. THIS PLAN WAS CLOSED TO NEW ENTRANTS AS OF 12/31/05. 2) FINRA'S SUPPLEMENTAL DEFINED CONTRIBUTION PLAN IS A NON-QUALIFIED PLAN THAT IS OPEN TO VICE PRESIDENTS AND ABOVE WITH AN ANNUAL BASE PAY ABOVE THE QUALIFIED LIMIT. IT IS ONLY OPEN TO THOSE NOT PARTICIPATING IN THE CLOSED NON-QUALIFIED DEFINED BENEFIT PLAN DESCRIBED ABOVE. IT IS A FINRA FUNDED PLAN WITH A 3 YEAR VESTING CYCLE WITH ANNUAL VESTING BEGINNING AT AGE 62. ADDITIONAL INFORMATION CONCERNING FINRA'S RETIREMENT PLANS AND OTHER PARTICIPANTS IS PROVIDED BELOW. SCHEDULE J, PART I, LINE 1 FIRST CLASS OR CHARTER TRAVEL: THE NEXT CABIN ABOVE ECONOMY IS ALLOWED FOR INTERNATIONAL TRAVEL TO AND FROM THE U.S. INCLUDING CANADA AND MEXICO, WHERE THE FLIGHT TIME IS OVER FOUR HOURS DIRECT. IT IS ALSO ALLOWED FOR ALL TRAVEL FROM THE U.S. MAINLAND TO HAWAII AND FOR FLIGHTS WITHIN EUROPE THAT ARE OVER FOUR HOURS IN DURATION. OTHERWISE, ECONOMY CLASS IS REQUIRED. TRAVEL FOR COMPANIONS: IN LIEU OF A WEEKEND TRIP HOME, A COMPANION MAY FLY TO MEET AN EMPLOYEE ON AN EXTENDED STAY AT HIS OR HER REMOTE WORK LOCATION. AIRLINE TICKETS FOR WEEKEND COMPANIONS MUST BE FOR DOMESTIC FLIGHTS, AND MUST BE PURCHASED WITH A PERSONAL CREDIT CARD. THE EMPLOYEE WILL RECEIVE REIMBURSEMENT NOT TO EXCEED WHAT THE COST OF A TICKET TO FLY THE EMPLOYEE HOME FOR THE WEEKEND WOULD HAVE BEEN. FINRA WILL NOT REIMBURSE EMPLOYEES FOR COMPANION TRAVEL TO INTERNATIONAL LOCATIONS. THE REIMBURSEMENT AMOUNT WILL BE A TAXABLE FRINGE BENEFIT TO THE EMPLOYEE, AND THE EMPLOYEE IS RESPONSIBLE FOR ALL TAXES. COMPANION WEEKEND TRAVEL MUST BE APPROVED BY THE EMPLOYEE'S DEPARTMENT DIRECTOR AND THE MANAGER OF CORPORATE TRAVEL SERVICES BEFORE THE TRIP. COMPANION MEALS, GROUND TRANSPORTATION AND AIRPORT PARKING ARE AT THE EMPLOYEE'S EXPENSE AND CANNOT BE CHARGED TO THE CORPORATE CREDIT CARD OR SUBMITTED FOR REIMBURSEMENT. WHEN COMPANIONS ARE INVITED ON BEHALF OF FINRA, FINRA REGULATION, AND FINRA DISPUTE RESOLUTION TO BOARD MEETINGS, THEIR AIRFARE IS REIMBURSABLE. TAX INDEMNIFICATION: GIFTS TO EMPLOYEES ARE CONSIDERED TAXABLE COMPENSATION UNDER THE IRS CODE. THE FAIR MARKET VALUE OF THE GIFT TO THE EMPLOYEE WILL BE INCLUDED AS WAGES ON THE EMPLOYEE'S W-2. IN GENERAL, IT IS FINRA'S PRACTICE TO "GROSS UP," OR ADJUST THE WAGES AND TAXES SO THAT THE TAX EFFECT OF RECEIVING A GIFT IS NEUTRAL TO THE EMPLOYEE. IT IS ALSO FINRA'S PRACTICE TO "GROSS-UP" EMPLOYEE RELOCATION EXPENSES, AS WELL AS FOOD AND LODGING EXPENSES INCURRED AS PART OF THE EXECUTIVE HEALTH PLAN. HEALTH AND CLUB DUES: AS PART OF ITS WELLNESS PROGRAM, FINRA OFFERS SUBSIDIZED GYM MEMBERSHIPS TO EMPLOYEES OF FINRA AND SUBSIDIARIES AT CERTAIN LOCATIONS. ALSO, THE CEO'S CONTRACT PROVIDES FOR UP TO A MAXIMUM AMOUNT OF $20,000 EACH CALENDAR YEAR FOR ADMISSION FEES, DUES AND HOUSE CHARGES OF ONE CLUB IN EACH OF THE NEW YORK CITY AND WASHINGTON, D.C. METROPOLITAN AREAS TO BE USED FOR BUSINESS PURPOSES. EXECUTIVE HEALTH PLAN: THE EXECUTIVE HEALTH PLAN IS AVAILABLE TO FINRA STAFF AT A LEVEL OF EXECUTIVE VICE PRESIDENT AND ABOVE AND OTHER EMPLOYEES AS DESIGNATED BY THE CEO. THE EXECUTIVE HEALTH PLAN COVERS PROCEDURES RELATED TO THE DIAGNOSIS AND PREVENTION OF A MEDICAL CONDITION(S). THE FINRA EXECUTIVE HEALTH PLAN PROVIDES FOR ONE ASSESSMENT PER YEAR. PERSONAL SERVICES: THE CEO'S CONTRACT PROVIDES FOR A CAR AND DRIVER IN BOTH NEW YORK CITY, NEW YORK AND WASHINGTON, D.C. TO BE USED FOR BUSINESS PURPOSES. THESE SERVICES, WHICH ARE USED PRINCIPALLY BY THE CEO, ARE USED BY OTHER FINRA EMPLOYEES FOR BUSINESS PURPOSES WHEN AVAILABLE. THE CEO'S CONTRACT ALSO PROVIDES FOR COSTS INCURRED RELATED TO PERSONAL FINANCIAL AND TAX COUNSELING, UP TO $20,000 PER CALENDAR YEAR, AS WELL AS SPOUSAL TRAVEL FOR CERTAIN BUSINESS-RELATED EVENTS.
SUPPLEMENTAL COMPENSATION INFORMATION4A) IN CONNECTION WITH JAMES P. DONOVAN'S SEPARATION FROM FINRA, HE WAS PAID $132,692 IN 2012. IN CONNECTION WITH STEPHEN LUPARELLO'S SEPARATION FROM FINRA, HE WAS PAID $300,000 IN 2012. IN CONNECTION WITH MARC MENCHEL'S SEPARATION FROM FINRA REGULATION, INC. HE WAS PAID $223,467 IN 2012. IN CONNECTION WITH HOWARD M. SCHLOSS' SEPARATION FROM FINRA, HE WAS PAID $124,615 IN 2012. LINE 4B) FINRA OFFERS TWO NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS. ANNUAL INCREASES IN BENEFIT VALUE, CLIFF VESTING EVENTS, AND PAYOUT DIFFERENTIALS ARE TAXABLE IN THE YEAR IN WHICH THEY OCCUR AND ARE REPORTED IN COLUMN B(III) OF SCHEDULE J, PART II. UNVESTED BENEFIT AND CONTRIBUTION ACCRUALS ARE TAX DEFERRED AND ARE REPORTED IN COLUMN C OF SCHEDULE J, PART II. 1) FINRA'S SUPPLEMENTAL DEFINED BENEFIT PLAN IS A NON-QUALIFIED DEFINED BENEFIT PLAN THAT IS PROVIDED TO MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES SUCH AS THOSE DESCRIBED UNDER 201(2), 301(A)(3), AND 401(A)(1) OF ERISA. IT IS A FINRA FUNDED PLAN IN WHICH PARTICIPANTS TYPICALLY HAVE A TAXABLE ONE-TIME CLIFF VESTING EVENT AT A SPECIFIED MILESTONE BASED ON BOTH AGE AND YEARS OF SERVICE. THIS PLAN WAS CLOSED TO NEW ENTRANTS AS OF 12/31/05. PARTICIPANTS IN THE NON-QUALIFIED DEFINED BENEFIT PLAN THAT HAD A CLIFF VESTING EVENT IN 2012 INCLUDE: STEVEN A. JOACHIM - $2,297,398 THE AMOUNTS BELOW REPRESENT THE ACCUMULATED BENEFITS RECOGNIZED IN THE CURRENT YEAR FOR FEDERAL INCOME TAX PURPOSES UPON THE INDIVIDUALS' SEPARATION FROM FINRA AND THE PLAN. THE BENEFITS WERE EARNED WITHIN THE NON-QUALIFIED DEFINED BENEFIT PLAN OVER THE DURATION OF THE INDIVIDUALS' YEARS OF SERVICE TO FINRA. THESE AMOUNTS VARY BY INDIVIDUAL BASED ON YEARS OF SERVICE, COMPENSATION LEVELS AND PAY GRADE, AGE AT SEPARATION, AND PREVIOUS VESTING EVENTS. THE LISTED INDIVIDUALS SERVED BETWEEN 10 AND 33 YEARS, MOST RECENTLY AT PAY GRADES RANGING FROM EXECUTIVE VICE PRESIDENT TO VICE CHAIRMAN: T. GRANT CALLERY - $716,383 JAMES J. CUMMINGS - $589,212 STEPHEN LUPARELLO - $3,784,410 MARC MENCHEL - $2,203,681 HOWARD M. SCHLOSS - $2,565,135 2) FINRA'S SUPPLEMENTAL DEFINED CONTRIBUTION PLAN IS A NON-QUALIFIED PLAN THAT IS OPEN TO VICE PRESIDENTS AND ABOVE WITH AN ANNUAL BASE PAY ABOVE THE QUALIFIED LIMIT. IT IS ONLY OPEN TO THOSE NOT PARTICIPATING IN THE CLOSED NON-QUALIFIED DEFINED BENEFIT PLAN DESCRIBED ABOVE. IT IS A FINRA FUNDED PLAN WITH A 3 YEAR VESTING CYCLE WITH ANNUAL VESTING BEGINNING AT AGE 62. PARTICIPANTS IN THE SUPPLEMENTAL NON-QUALIFIED DEFINED CONTRIBUTION PLAN WITH CONTRIBUTIONS VESTING IN 2012 INCLUDE: GENE G. DEMAIO - $141,374 RICHARD G. KETCHUM - $292,594 PARTICIPANTS IN THE SUPPLEMENTAL NON-QUALIFIED DEFINED CONTRIBUTION BENEFIT PLAN THAT HAD A GROSS TAXABLE PAYOUT INCLUDE: NONESCHEDULE J, PART I, LINES 4A AND 4B

Schedule L IRS990ScheduleL

Form990 Schedule L Part IV Form990ScheduleLPartIV (6 entries)

RelationshipRelationshipAmount Of TransactionAmountOfTransactionDescription Of TransactionDescriptionOfTransactionSharing Of RevenuesSharingOfRevenues
NYSE EURONEXTNYSE REGULATION
SCHEDULE L, PART V63416286SCHEDULE L, PART Vfalse
EDWARD JONES
SCHEDULE L, PART V24901021SCHEDULE L, PART Vfalse
LPL FINANCIAL
SCHEDULE L, PART V18289325SCHEDULE L, PART Vfalse
STERNE AGEE LEACH
SCHEDULE L, PART V1411582SCHEDULE L, PART Vfalse
UVEST FINANCIAL SERVICES GROUP
SCHEDULE L, PART V423778SCHEDULE L, PART Vfalse
STERNE AGEE FINANCIAL SERVICES
SCHEDULE L, PART V418120SCHEDULE L, PART Vfalse

Form990 Schedule L Part V Form990ScheduleLPartV

FieldValueIRS element (for citing)
IdentifierBUSINESS TRANSACTIONS INVOLVING INTERESTED PARTIESIdentifier
Return ReferenceSCHEDULE L, PART IVReturnReference
ExplanationFINRA'S BYLAWS DO NOT CLASSIFY DIRECTORS AS INDEPENDENT OR NOT INDEPENDENT. AS A SELF-REGULATORY ORGANIZATION, BOARD MEMBERS ARE CLASSIFIED AS "PUBLIC" OR "INDUSTRY" AND A MAJORITY OF THE BOARD MUST ALWAYS MEET THE "PUBLIC" DEFINITION. ADDITIONALLY, ANY TRANSACTIONS WITH COMPANIES THAT EMPLOY A BOARD MEMBER, OR FOR WHICH A BOARD MEMBER MAY SERVE AS A MEMBER OF ITS DIRECTORATE, INCLUDING THOSE LISTED BELOW, WERE CONDUCTED IN THE ORDINARY COURSE OF BUSINESS AND DO NOT REFLECT SPECIAL ARRANGEMENTS BETWEEN INTERESTED PARTIES. HOWEVER, THE IRS DEFINITION OF AN INDEPENDENT VOTING MEMBER OF A GOVERNING BODY IS SPECIFIC TO THE FORM 990, AND APPLIES A CIRCUMSTANCES-BASED APPROACH FOCUSING ON COMPENSATION AS AN EMPLOYEE, COMPENSATION AS AN INDEPENDENT CONTRACTOR (EXCLUSIVE OF REASONABLE COMPENSATION FOR SERVING ON THE BOARD), AND A DOLLAR THRESHOLD FOR PAYMENTS MADE TO OR RECEIVED FROM ANOTHER ORGANIZATION IN THE ORDINARY COURSE OF BUSINESS. PLEASE SEE PAGE 19 OF THE 2012 FORM 990 INSTRUCTIONS FOR THE COMPLETE IRS DEFINITION. DURING TAX YEAR 2012, OR A PORTION THEREOF: ELLYN L. BROWN WAS A MEMBER OF THE BOARDS OF NYSE EURONEXT AND NYSE REGULATION, AND A MEMBER OF THE FINRA REGULATION, INC. BOARD OF DIRECTORS. NYSE RELATED ORGANIZATIONS PAID FINRA REGULATION, INC. $59,790,967 IN REGULATORY FEES. FINRA REGULATION, INC. PAID NYSE RELATED ORGANIZATIONS $358,814 FOR TRANSITION AND SUPPORT SERVICES AND $3,266,505 FOR PASS-THROUGH FINES COLLECTED BY FINRA REGULATION, INC. AND REMITTED TO NYSE. MARK S. CASADY WAS THE CHAIRMAN AND CEO OF LPL FINANCIAL AND A MEMBER OF THE FINRA REGULATION, INC. BOARD OF DIRECTORS. LPL FINANCIAL PAID FINRA REGULATION, INC. $18,289,325 FOR REGULATORY SERVICES. MARK S. CASADY WAS A MEMBER OF THE BOARD OF UVEST FINANCIAL SERVICES GROUP AND A MEMBER OF THE FINRA REGULATION INC. BOARD OF DIRECTORS. UVEST FINANCIAL SERVICES GROUP WAS A WHOLLY OWNED SUBSIDIARY OF LPL FINANCIAL OF WHICH MARK S. CASADY WAS THE CHAIRMAN AND CEO. UVEST FINANCIAL SERVICES PAID FINRA REGULATION, INC. $423,778 FOR REGULATORY FEES AND SERVICES. W. DENNIS FERGUSON WAS A PRINCIPAL OF STERNE AGEE FINANCIAL SERVICES AND A MEMBER OF THE FINRA REGULATION, INC. BOARD OF DIRECTORS. STERNE AGEE FINANCIAL SERVICES PAID FINRA REGULATION, INC. $418,120 FOR REGULATORY SERVICES. W. DENNIS FERGUSON WAS THE DIRECTOR OF CLEARING FOR STERNE, AGEE & LEACH, INC. AND A MEMBER OF THE FINRA REGULATION, INC. BOARD OF DIRECTORS. STERNE, AGEE & LEACH, INC. PAID FINRA REGULATION, INC. $1,096,417 FOR REGULATORY SERVICES. DR. SHIRLEY ANN JACKSON WAS CHAIRMAN OF NYSE REGULATION, INC., A MEMBER OF THE BOARD OF NYSE EURONEXT, AND A MEMBER OF THE FINRA REGULATION, INC. BOARD OF DIRECTORS. NYSE RELATED ORGANIZATIONS PAID FINRA REGULATION, INC. $59,790,967 FOR REGULATORY SERVICES. FINRA REGULATION, INC. PAID NYSE RELATED ORGANIZATIONS $358,814 FOR TRANSITION AND SUPPORT SERVICES AND $3,266,505 FOR PASS-THROUGH FINES COLLECTED BY FINRA REGULATION, INC. AND REMITTED TO NYSE. RICHARD S. PECHTER WAS A MEMBER OF THE BOARD OF NYSE REGULATION, INC., AND A MEMBER OF THE FINRA REGULATION, INC. BOARD OF DIRECTORS. NYSE RELATED ORGANIZATIONS PAID FINRA REGULATION, INC. $59,790,967 FOR REGULATORY SERVICES. FINRA REGULATION, INC. PAID NYSE RELATED ORGANIZATIONS $358,814 FOR TRANSITION AND SUPPORT SERVICES AND $3,266,505 FOR PASS-THROUGH FINES COLLECTED BY FINRA REGULATION, INC. AND REMITTED TO NYSE. JOHN W. SCHMIDLIN WAS A MEMBER OF THE BOARD OF NYSE REGULATION, INC., AND A MEMBER OF THE FINRA REGULATION, INC. BOARD OF DIRECTORS. NYSE RELATED ORGANIZATIONS PAID FINRA REGULATION, INC. $59,790,967 FOR REGULATORY SERVICES. FINRA REGULATION, INC. PAID NYSE RELATED ORGANIZATIONS $358,814 FOR TRANSITION AND SUPPORT SERVICES AND $3,266,505 FOR PASS-THROUGH FINES COLLECTED BY FINRA REGULATION, INC. AND REMITTED TO NYSE. KURT P. STOCKER WAS A MEMBER OF THE BOARD OF NYSE REGULATION, INC., AND A MEMBER OF THE FINRA REGULATION, INC. BOARD OF DIRECTORS. NYSE RELATED ORGANIZATIONS PAID FINRA REGULATION, INC. $59,790,967 FOR REGULATORY SERVICES. FINRA REGULATION, INC. PAID NYSE RELATED ORGANIZATIONS $358,814 FOR TRANSITION AND SUPPORT SERVICES AND $3,266,505 FOR PASS-THROUGH FINES COLLECTED BY FINRA REGULATION, INC. AND REMITTED TO NYSE. JAMES D. WEDDLE WAS THE MANAGING PARTNER OF EDWARD JONES AND A MEMBER OF THE FINRA REGULATION, INC. BOARD OF DIRECTORS. EDWARD JONES PAID FINRA REGULATION, INC. $24,901,021 FOR REGULATORY FEES AND SERVICES.Explanation

Schedule O IRS990ScheduleO

General Explanation GeneralExplanation (12 entries)

IdentifierIdentifierExplanationExplanationReturn ReferenceReturnReference
VOLUNTARY DISCLOSURE OF FINANCIAL INFORMATIONTHE FINANCIAL INFORMATION INCLUDED IN THE FORM 990 IS PRESENTED ON A STAND-ALONE BASIS WITH ALL SIGNIFICANT INTERCOMPANY RECEIVABLE AND PAYABLE AMOUNTS ELIMINATED AND DOES NOT REPRESENT THE CONSOLIDATED RESULTS FOR FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (FINRA) AND ITS SUBSIDIARIES. THE FINANCIAL INFORMATION PRESENTED REFLECTS ESTIMATES OF OVERHEAD ALLOCATIONS. THE 2012 FORM 990 SHOULD BE READ IN CONNECTION WITH THE 2012 FINRA ANNUAL FINANCIAL REPORT WHICH IS AVAILABLE @ WWW.FINRA.ORG. SEE ALSO SEPARATE 2012 FORM 990'S FOR RELATED ENTITIES, INCLUDING FINRA, FINRA DISPUTE RESOLUTION, INC., AND FINRA INVESTOR EDUCATION FOUNDATION.
ORGANIZATION ACHIEVEMENTS AND PROGRAM SERVICESFINRA IS AN INDEPENDENT, NON-GOVERNMENTAL REGULATOR FOR ALL SECURITIES FIRMS DOING BUSINESS WITH THE PUBLIC IN THE UNITED STATES. THROUGH FINRA REGULATION, FINRA OVERSEES NEARLY 4,300 BROKERAGE FIRMS, ABOUT 161,000 BRANCH OFFICES AND ALMOST 630,000 REGISTERED SECURITIES REPRESENTATIVES. FINRA IS DEDICATED TO INVESTOR PROTECTION AND MARKET INTEGRITY THROUGH EFFECTIVE AND EFFICIENT REGULATION OF THE SECURITIES INDUSTRY. 4A) MARKET REGULATION FINRA'S MARKET REGULATION DEPARTMENT OVERSEES AND REGULATES OVER-THE-COUNTER TRADING OF EXCHANGE-LISTED AND NON-EXCHANGE-LISTED SECURITIES AND CORPORATE AND MUNICIPAL DEBT FOR COMPLIANCE WITH FINRA AND MUNICIPAL SECURITIES RULEMAKING BOARD (MSRB) AND FEDERAL SECURITIES LAWS. MARKET REGULATION ALSO PROVIDES REGULATORY SERVICES TO NASDAQ OMX, NASDAQ OMX PHLX, NASDAQ OMX BX, NYSE, NYSE AMEX, NYSE ARCA, THE INTERNATIONAL SECURITIES EXCHANGE AND DIRECT EDGE. IN 2012, MARKET REGULATION OPENED 472 REVIEWS OR INVESTIGATIONS AND 232 EXAMINATIONS. IN ADDITION, THE DEPARTMENT REFERRED 365 MATTERS TO THE SECURITIES AND EXCHANGE COMISSION. 4B) MEMBER REGULATION FINRA'S MEMBER REGULATION DEPARTMENT HAS A COMPREHENSIVE EXAMINATION PROGRAM WITH DEDICATED RESOURCES OF NEARLY 1,100 EMPLOYEES. STAFF FROM FINRA MEMBER REGULATION CONDUCT REGULAR EXAMINATIONS ON A SCHEDULE THAT IS ESTABLISHED BASED ON A RISK-PROFILE MODEL. IN ADDITION, MEMBER REGULATION CONDUCTS TARGETED EXAMINATIONS BASED ON INVESTOR COMPLAINTS, REFERRALS FROM OTHER FINRA DEPARTMENTS, TERMINATIONS OF BROKERAGE EMPLOYEES FOR CAUSE, ARBITRATIONS AND REFERRALS FROM OTHER REGULATORS. MEMBER REGULATION ALSO DETERMINES EXAMINATION PRIORITIES AND CONDUCTS SPECIAL "SWEEPS" TO TARGET ISSUES OF IMMEDIATE CONCERN. IN 2012, FINRA MEMBER REGULATION CONDUCTED NEARLY 1,900 REGULAR EXAMINATIONS AND NEARLY 7,000 TARGETED AND SWEEP REVIEWS THAT RESULTED IN OVER 3,700 EXAMINATIONS. 4C) ENFORCEMENT FEDERAL LAW GIVES FINRA THE AUTHORITY TO DISCIPLINE SECURITIES FIRMS AND INDIVIDUALS IN THE SECURITIES INDUSTRY WHO VIOLATE THE FEDERAL SECURITIES LAWS AND RULES AS WELL AS FINRA AND MUNICIPAL SECURITIES RULEMAKING BOARD (MSRB) RULES. THROUGH ITS ENFORCEMENT AND MARKET REGULATION DEPARTMENTS, FINRA BRINGS DISCIPLINARY ACTIONS AGAINST FIRMS AND THEIR EMPLOYEES THAT MAY RESULT IN SANCTIONS INCLUDING CENSURES, FINES, SUSPENSIONS AND, IN EGREGIOUS CASES, EXPULSION OR BARS FROM THE INDUSTRY. IN APPROPRIATE CASES, FINRA WILL REQUIRE FIRMS TO PROVIDE RESTITUTION TO HARMED INVESTORS AND OFTEN IMPOSES OTHER CONDITIONS ON A FIRM'S BUSINESS TO PREVENT REPEATED WRONGDOING. IN 2012, FINRA EXPELLED OR SUSPENDED 30 FIRMS, BARRED 294 INDIVIDUALS FROM THE INDUSTRY AND SUSPENDED 549 OTHERS. 4D) OFFICE OF FRAUD DETECTION AND MARKET INTELLIGENCE FINRA'S OFFICE OF FRAUD DETECTION AND MARKET INTELLIGENCE (OFDMI)PROVIDES A HEIGHTENED AND EXPEDITED REVIEW OF ALLEGATIONS OF SERIOUS FRAUDS, A CENTRALIZED POINT OF CONTACT INTERNALLY AND EXTERNALLY ON FRAUD ISSUES, AND CONSOLIDATES RECOGNIZED EXPERTISE IN EXPEDITED FRAUD DETECTION AND INVESTIGATION. IN ADDITION, THIS DEPARTMENT IS RESPONSIBLE FOR CONDUCTING INSIDER-TRADING AND FRAUD SURVEILLANCE FOR ALL OTC, NASDAQ-, NYSE AND NYSE AMEX- LISTED ISSUES ACROSS ALL U.S. EXCHANGES. THE DEPARTMENT IS ALSO RESPONSIBLE FOR THE TRIAGE REVIEW OF COMPLAINTS AND BROKER-DEALER FILINGS AS WELL AS WHISTLEBLOWER TIPS. IN 2012, OFDMI REFERRED OVER 740 MATTERS INVOLVING POTENTIAL FRAUD TO THE SEC, OTHER FEDERAL STATE LAW ENFORCEMENT AGENCIES OR OTHER INTERNAL FINRA DEPARTMENTS. THESE REFERRALS INVOLVED POTENTIAL INSIDER TRADING, MICROCAP FRAUD, PONZI-TYPE SCHEMES OR OTHER POTENTIALLY FRAUDULENT ACTIVITY. 4E) REGISTRATION AND DISCLOSURE ANY PERSON ENGAGED IN THE SECURITIES BUSINESS OF THE FIRM INCLUDING PARTNERS, OFFICERS, DIRECTORS, BRANCH MANAGERS, DEPARTMENT SUPERVISORS AND SALESPERSONS MUST REGISTER WITH FINRA. THROUGH ITS REGISTRATION AND DISCLOSURE DEPARTMENT, FINRA OPERATES WEB CRD, THE CENTRAL LICENSING AND REGISTRATION SYSTEM FOR THE U.S. SECURITIES INDUSTRY AND ITS REGULATORS. IT CONTAINS THE REGISTRATION RECORDS OF MORE THAN 4,300 REGISTERED BROKER-DEALERS AND MORE THAN 25,000 INVESTMENT ADVISERS, AND THE QUALIFICATION, EMPLOYMENT, AND DISCLOSURE HISTORIES OF MORE THAN 630,000 ACTIVE REGISTERED INDIVIDUALS, MAKING IT THE WORLD'S LARGEST AND MOST SOPHISTICATED ONLINE REGISTRATION AND REPORTING SYSTEM.FORM 990, PART III, LINE 4
BUSINESS AND FAMILY RELATIONSHIPSDURING TAX YEAR 2012, OR A PORTION THEREOF, THE FOLLOWING FINRA REGULATION, INC. DIRECTORS ALSO SERVED TOGETHER AS MEMBERS OF THE BOARD OF NYSE REGULATION: ELLYN L. BROWN (ALSO NYSE EURONEXT) DR. SHIRLEY ANN JACKSON (ALSO NYSE EURONEXT) RICHARD S. PECHTER JOHN W. SCHMIDLIN KURT P. STOCKER DURING TAX YEAR 2012, OR A PORTION THEREOF, THE FOLLOWING FINRA REGULATION, INC. DIRECTORS ALSO SERVED TOGETHER AS MEMBERS OF THE NYSE REGULATION'S COMMITTEE FOR REVIEW: ELLYN L. BROWN (ALSO NYSE EURONEXT) RICHARD S. PECHTER JOHN W. SCHMIDLINFORM 990, PART VI, LINE 2
DESCRIPTION OF CLASSES OF MEMBERS OR STOCKHOLDERSFINRA IS THE SOLE NOT-FOR-PROFIT STOCKHOLDER OF FINRA REGULATION, INC.FORM 990, PART VI, LINE 6
DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTSFINRA, THE SOLE NOT-FOR-PROFIT STOCKHOLDER, ELECTS ALL MEMBERS OF THE GOVERNING BODY.FORM 990, PART VI, LINE 7A
CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTSFINRA, THE SOLE NOT-FOR-PROFIT STOCKHOLDER, RETAINS THE FOLLOWING AUTHORITY AND FUNCTIONS: 1) TO EXERCISE OVERALL RESPONSIBILITY FOR ENSURING THAT THE ASSOCIATION'S STATUTORY AND SELF-REGULATORY OBLIGATIONS AND FUNCTIONS ARE FULFILLED. 2) TO DELEGATE AUTHORITY TO THE SUBSIDIARIES TO TAKE ACTIONS ON BEHALF OF THE ASSOCIATION. 3) TO ELECT THE SUBSIDIARY BOARDS OF DIRECTORS. 4) TO REVIEW THE RULEMAKING AND DISCIPLINARY DECISIONS OF THE SUBSIDIARIES. 5) TO COORDINATE ACTIONS OF THE SUBSIDIARY BOARDS AS NECESSARY. 6) TO RESOLVE ANY DISPUTES AMONG THE SUBSIDIARIES. 7) TO ADMINISTER COMMON OVERHEAD AND TECHNOLOGY OF THE SUBSIDIARIES. 8) TO ADMINISTER THE OFFICE OF INTERNAL REVIEW AS PROVIDED IN THE ASSOCIATION'S BY-LAWS. 9) TO MANAGE EXTERNAL ASSOCIATION RELATIONS ON MAJOR POLICY ISSUES. 10) TO DIRECT THE SUBSIDIARIES TO TAKE ACTION NECESSARY TO EFFECTUATE THE PURPOSES AND FUNCTIONS OF THE ASSOCIATION. 11) TO TAKE ACTION AB INITIO IN AN AREA OF RESPONSIBILITY DELEGATED TO SUBSIDIARIES.FORM 990, PART VI, LINE 7B
FORM 990 REVIEW PROCESSTHE FORM 990 WAS REVIEWED BY SENIOR MANAGEMENT AT VARIOUS STEPS THROUGHOUT THE PREPARATION CYCLE. THE AUDIT AND MANAGEMENT COMPENSATION COMMITTEES REVIEWED AND APPROVED THE ORGANIZATION'S 2012 FORM 990 ON SEPTEMBER 18, 2013. THE BOARD WAS PROVIDED ACCESS TO THE FINAL FORM 990 FOR REVIEW (VIA A WEBSITE FOR BOARD MEMBERS ONLY) PRIOR TO FILING.FORM 990, PART VI, LINE 11
ENFORCEMENT OF CONFLICT OF INTEREST POLICYTHE ORGANIZATION HAS WRITTEN CONFLICT OF INTEREST POLICIES FOR BOARD MEMBERS AND EMPLOYEES. THE WRITTEN CONFLICT OF INTEREST POLICY FOR BOARD MEMBERS REQUIRES INITIAL DISCLOSURE OF INTERESTS THAT COULD GIVE RISE TO CONFLICTS AS WELL AS ANNUAL DISCLOSURE BY THE SAME BOARD MEMBERS. ADDITIONALLY, THE WRITTEN POLICY CONTAINS AN ONGOING OBLIGATION OF BOARD MEMBERS TO DISCLOSE POTENTIAL CONFLICTS OF INTEREST AS THEY ARISE. THE CODE OF CONDUCT POLICY REQUIRES EMPLOYEES TO CERTIFY ANNUALLY AS TO THEIR COMPLIANCE WITH THE WRITTEN POLICY. THE WRITTEN POLICY CONTAINS AN ONGOING OBLIGATION FOR EMPLOYEES TO INFORM FINRA OF ALL BROKERAGE ACCOUNTS IN WHICH THEY HAVE AN INTEREST AND TO ARRANGE FOR FINRA TO RECEIVE DUPLICATE ACCOUNT STATEMENTS. FINRA REVIEWS TRANSACTIONS IN EMPLOYEES' BROKERAGE ACCOUNTS TO ENSURE COMPLIANCE WITH FINRA'S INVESTMENT RESTRICTIONS. AMONG OTHER THINGS, THESE RESTRICTIONS PROHIBIT EMPLOYEES FROM HAVING AN INTEREST IN A BROKER-DEALER OR ENTITY THAT DERIVES 10% OR MORE OF ITS REVENUE, NET OF INTEREST EXPENSE, FROM BROKER-DEALER SUBSIDIARIES OR AFFILIATES. A LIST OF PROHIBITED COMPANIES IS POSTED ON FINRA'S CORPORATE INTRANET. FINRA'S DEPARTMENT HEADS HAVE ACCESS TO SEVERAL ONLINE REPORTS THAT HELP THEM AVOID ASSIGNING AN EMPLOYEE TO WORK ON A PROJECT THAT WOULD GIVE RISE TO A CONFLICT. FOR INSTANCE, A MANAGER CAN DETERMINE WHETHER AN EMPLOYEE'S STOCK HOLDINGS WOULD CONFLICT WITH A PROPOSED FINRA ASSIGNMENT (E.G., ASSIGNING AN EMPLOYEE TO NEGOTIATE A CONTRACT WITH A VENDOR IN WHICH THE EMPLOYEE HAS A SIGNIFICANT STOCK POSITION). EMPLOYEES ARE REGULARLY REMINDED OF THE RESOURCES THAT ARE AVAILABLE WHEN THEY ARE UNSURE WHAT TO DO. IN ADDITION TO TALKING TO DEPARTMENTAL MANAGEMENT, EMPLOYEES CAN DISCUSS CONFLICT-RELATED CONCERNS WITH FINRA'S OFFICE OF GENERAL COUNSEL OR ETHICS MANAGER. IF THEY ARE UNCOMFORTABLE DISCLOSING AN ISSUE AND DISCLOSING THEIR IDENTITY, THEY CAN USE FINRA'S 24-HOUR ETHICSPOINT HOTLINE TO POSE QUESTIONS OR REPORT CONCERNS. COMMUNICATIONS MADE THROUGH ETHICSPOINT ARE CONFIDENTIAL AND, IF THE EMPLOYEE WISHES, ANONYMOUS. FINRA'S WHISTLEBLOWER POLICY FORBIDS RETALIATION AGAINST EMPLOYEES WHO REPORT SUSPECTED MISCONDUCT IN GOOD FAITH, EVEN IF THE REPORT ULTIMATELY PROVES TO BE ERRONEOUS.FORM 990, PART VI, LINE 12C
PROCESS TO DETERMINE COMPENSATION OF TOP OFFICIALS, OFFICERS & KEY EMP.THE MANAGEMENT COMPENSATION COMMITTEE OF THE FINRA BOARD OF GOVERNORS (THE "COMMITTEE") IS RESPONSIBLE FOR SETTING PAY FOR EXECUTIVES OF FINRA AND SUBSIDIARIES WHOSE TOTAL COMPENSATION, INCLUDING INCENTIVE COMPENSATION, MAY EXCEED $1 MILLION. THE COMMITTEE IS COMPRISED OF FOUR NON-EMPLOYEE, NON-SECURITIES INDUSTRY MEMBERS OF THE BOARD OF GOVERNORS. THE COMMITTEE MET ON JANUARY 15, 2012 AND FEBRUARY 15, 2012 TO ESTABLISH INCENTIVE COMPENSATION ATTRIBUTABLE TO THE PERFORMANCE OF SERVICES DURING CALENDAR YEAR 2011 AND TO ESTABLISH BASE SALARIES FOR CALENDAR YEAR 2012. AS A GENERAL POLICY, FINRA HAS DETERMINED ITS COMPETITIVE COMPENSATION POSITIONING SHOULD BE CONSIDERED AGAINST A BROAD SECTION OF FINANCIAL SERVICES/CAPITAL MARKET COMPANIES, AS THIS SECTOR IS THE MOST LIKELY FROM WHICH WE RECRUIT TALENT AND TALENT IS RECRUITED FROM US. WE ALSO BENCHMARK AGAINST GENERAL INDUSTRY POSITIONS AND LAW DEPARTMENTS FOR JOBS THAT ARE NOT UNIQUE TO THE FINANCIAL SERVICES INDUSTRY. THE COMMITTEE ENGAGED MERCER, INC. ("MERCER"), A THIRD-PARTY COMPENSATION CONSULTANT, TO PREPARE A COMPENSATION STUDY FOR REVIEW AT THESE MEETINGS. IN DETERMINING A BENCHMARKING STRATEGY FOR KEY EXECUTIVES, FINANCIAL SERVICES ORGANIZATIONS (BROKER-DEALERS, INVESTMENT BANKS, FEDERAL RESERVE BANKS, COMMERCIAL BANKS, INSURANCE COMPANIES, EXCHANGES AND REGULATORS) WERE DETERMINED TO BE THE MOST RELEVANT GROUPS FOR COMPARISON PURPOSES. THE COMMITTEE AND MERCER ENGAGED IN SUBSTANTIAL RESEARCH AND CONSIDERATION OF THE FUNCTIONS AND OPERATIONS OF SEVERAL POTENTIAL COMPARATORS AS WELL AS GENERAL COMPETITIVE CONDITIONS. IN DETERMINING SPECIFIC SALARY AND INCENTIVE COMPENSATION LEVELS FOR OFFICERS AND KEY EMPLOYEES, MANAGEMENT AND THE COMMITTEE CONSIDER: 1) OPERATIONAL RESULTS 2) STRATEGIC INITIATIVES 3) FINANCIAL HEALTH/RESULTS 4) INDIVIDUAL PERFORMANCE 5) COMPETITIVE COMPENSATION LEVELS AS PREPARED BY MERCER THE COMMITTEE'S MINUTES OF THE JANUARY 18, 2012 AND FEBRUARY 15, 2012 MEETINGS WERE REVIEWED AND APPROVED AS ACCURATE AND COMPLETE FOLLOWING THE COMMITTEE'S APPROVAL OF THE SENIOR EXECUTIVE COMPENSATION PACKAGES. THE FULL BOARD FURTHER APPROVED THE 2011 INCENTIVE COMPENSATION OF THE CEO AT ITS MEETING ON FEBRUARY 16, 2012. ALL COMPENSATION COMMITTEE MEMBERS VOTED FOR THE PROPOSED LEVEL OF EXECUTIVE COMPENSATION.FORM 990, PART VI, LINES 15A AND 15B
PUBLIC AVAILABILITY OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY,FORM 990, PART VI, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND THE FINRA CONSOLIDATED AUDITED FINANCIAL STATEMENTS AVAILABLE UPON REQUEST.AND FINANCIAL STATEMENTS
ESTIMATED AVERAGE HOURS PER WEEKTHE OFFICERS / KEY EMPLOYEES LISTED IN FORM 990, PART VII, DEVOTE AN AVERAGE TOTAL OF 60 HOURS PER WEEK TO THE FILING ORGANIZATION AND ANY OR ALL OF THE FOLLOWING RELATED ORGANIZATIONS: FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. FINRA DISPUTE RESOLUTION, INC., AND FINRA INVESTOR EDUCATION FOUNDATION.FORM 990, PART VII, COLUMN B
OTHER CHANGES IN NET ASSETS OR FUND BALANCESOTHER CHANGES IN NET ASSETS OR FUND BALANCES PRIMARILY RELATE TO ANY OR ALL OF THE FOLLOWING: CHANGES IN NET INCOME/(LOSS), UNRECOGNIZED EMPLOYEE BENEFIT PLAN AMOUNTS AND UNREALIZED GAIN/(L0SS) ON INVESTMENTS. FOR ADDITIONAL INFORMATION PLEASE SEE THE FINRA 2012 ANNUAL FINANCIAL REPORT WHICH IS AVAILABLE @ WWW.FINRA.ORG.FORM 990, PART XI, LINE 9

Schedule R IRS990ScheduleR

Form990 Schedule R Part II Form990ScheduleRPartII (3 entries)

Address Line1AddressUS/AddressLine1CityAddressUS/CityStateAddressUS/StateZIP CodeAddressUS/ZIPCodeEINEINPrimary ActivitiesPrimaryActivitiesLegal Domicile StateLegalDomicileStateExempt Code SectionExemptCodeSectionBusiness Name Line1DirectControllingEntityName/BusinessNameLine1Controlled OrgControlledOrg
FINANCIAL IND REGULATORY AUTHORITY INC
1735 K STREET NWWASHINGTONDC20006530088710REGULATORYDE501(C)(6)NAfalse
FINRA DISPUTE RESOLUTION INC
1735 K STREET NWWASHINGTONDC20006522187577ARBITRATIONDE501(C)(6)FINRAtrue
FINRA INVESTOR EDUCATION FOUNDATION
1735 K STREET NWWASHINGTONDC20006200863779EDUCATIONDE501(C)(4)FINRAtrue

Form990 Schedule R Part IV Form990ScheduleRPartIV

Name Of Related Org NameOfRelatedOrg

FieldValueIRS element (for citing)
Business Name Line1NEW NASD HOLDING INCBusinessNameLine1

Address US AddressUS

FieldValueIRS element (for citing)
Address Line11735 K STREET NWAddressLine1
CityWASHINGTONCity
StateDCState
ZIP Code200061506ZIPCode
FieldValueIRS element (for citing)
EIN522307595EIN
Primary ActivityHOLDING COPrimaryActivity
Legal Domicile StateDELegalDomicileState

Direct Controlling Entity Name DirectControllingEntityName

FieldValueIRS element (for citing)
Business Name Line1FINRABusinessNameLine1
FieldValueIRS element (for citing)
Type Of EntityC-CORPTypeOfEntity
Share Of Total Income0ShareOfTotalIncome
Share Of EOY Assets0ShareOfEOYAssets
Percentage Ownership0.00000PercentageOwnership
Controlled OrgtrueControlledOrg
FieldValueIRS element (for citing)
Receipt Of Int Ann Rents RoyaltiesfalseReceiptOfIntAnnRentsRoyalties
Gift Grant Or Cap Contr To Other OrgfalseGiftGrantOrCapContrToOtherOrg
Gift Grant Or Cap Contr Fr Other OrgfalseGiftGrantOrCapContrFrOtherOrg
Loans Or Guarantees To Other OrgfalseLoansOrGuaranteesToOtherOrg
Loans Or Guarantees From Other OrgfalseLoansOrGuaranteesFromOtherOrg
Sale Of Assets To Other OrgfalseSaleOfAssetsToOtherOrg
Purchase Of Assets From Other OrgfalsePurchaseOfAssetsFromOtherOrg
Exchange Of AssetsfalseExchangeOfAssets
Rental Of Facilities To Other OrgsfalseRentalOfFacilitiesToOtherOrgs
Rental Of Facilities Fr Other OrgsfalseRentalOfFacilitiesFrOtherOrgs
Perform Of Services For Other OrgsfalsePerformOfServicesForOtherOrgs
Perform Of Services By Other OrgsfalsePerformOfServicesByOtherOrgs
Sharing Of FacilitiesfalseSharingOfFacilities
Sharing Of Paid EmployeesfalseSharingOfPaidEmployees
Reimbursement Paid To Other OrgfalseReimbursementPaidToOtherOrg
Reimbursement Paid By Other OrgtrueReimbursementPaidByOtherOrg
Other Transfer To Other OrgfalseOtherTransferToOtherOrg
Other Transfer From Other OrgfalseOtherTransferFromOtherOrg

Transactions Related Orgs Table TransactionsRelatedOrgsTable

Name Of Other Organization NameOfOtherOrganization

FieldValueIRS element (for citing)
Business Name Line1FINRA DISPUTE RESOLUTION INCBusinessNameLine1
FieldValueIRS element (for citing)
Transaction TypeQTransactionType
Amount Involved3424492AmountInvolved
Method Of Amt DeterminationFMVMethodOfAmtDetermination