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FINANCIAL INDUSTRY REGULATORY AUTHORITY INC: Form 990, tax year 2012

View the entire original 990 at ProPublica ↗

Organization
FINANCIAL INDUSTRY REGULATORY AUTHORITY INC (EIN 53-0088710)
Tax period
2012-01-01 to 2012-12-31
Filed
2013-11-07
IRS object ID
201343119349301189
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)
Timestamp2013-11-07T12:07:36-06:00Timestamp
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)
EIN530088710EIN

Name Name

FieldValueIRS element (for citing)
Business Name Line1FINANCIAL INDUSTRY REGULATORY AUTHORITY 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 Signed2013-11-05DateSigned

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 Receipts3872041002GrossReceipts
Group Return For AffiliatesfalseGroupReturnForAffiliates
Organization501cXOrganization501c
Web SiteWWW.FINRA.ORGWebSite
Type Of Organization CorporationXTypeOfOrganizationCorporation
Year Formation1936YearFormation
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 Body21NbrVotingMembersGoverningBody
Nbr Independent Voting Members10NbrIndependentVotingMembers
Total Nbr Employees967TotalNbrEmployees
Total Nbr Volunteers2TotalNbrVolunteers
Total Gross UBI27951641TotalGrossUBI
Net Unrelated Business Txbl Income0NetUnrelatedBusinessTxblIncome
Contributions Grants Prior Year0ContributionsGrantsPriorYear
Contributions Grants Current Year0ContributionsGrantsCurrentYear
Program Service Revenue Prior Year452040423ProgramServiceRevenuePriorYear
Program Service Revenue CY461159958ProgramServiceRevenueCY
Investment Income Prior Year44984663InvestmentIncomePriorYear
Investment Income Current Year49476039InvestmentIncomeCurrentYear
Other Revenue Prior Year237857245OtherRevenuePriorYear
Other Revenue Current Year239789106OtherRevenueCurrentYear
Total Revenue Prior Year734882331TotalRevenuePriorYear
Total Revenue Current Year750425103TotalRevenueCurrentYear
Grants And Similar Amnts Prior Year1500000GrantsAndSimilarAmntsPriorYear
Grants And Similar Amnts CY1500000GrantsAndSimilarAmntsCY
Benefits Paid To Members Prior Year0BenefitsPaidToMembersPriorYear
Benefits Paid To Members CY0BenefitsPaidToMembersCY
Salaries Etc Prior Year163535407SalariesEtcPriorYear
Salaries Etc Current Year171250483SalariesEtcCurrentYear
Total Prof Fundrsng Exp Prior Year0TotalProfFundrsngExpPriorYear
Total Prof Fundrsng Exp CY0TotalProfFundrsngExpCY
Total Fundrsng Exp Current Year0TotalFundrsngExpCurrentYear
Other Expense Prior Year538361153OtherExpensePriorYear
Other Expenses Current Year554567997OtherExpensesCurrentYear
Total Expenses Prior Year703396560TotalExpensesPriorYear
Total Expenses Current Year727318480TotalExpensesCurrentYear
Revenues Less Expenses Prior Year31485771RevenuesLessExpensesPriorYear
Revenues Less Expenses CY23106623RevenuesLessExpensesCY
Total Assets BOY2158907693TotalAssetsBOY
Total Assets EOY2152653604TotalAssetsEOY
Total Liabilities BOY416132921TotalLiabilitiesBOY
Total Liabilities EOY433249427TotalLiabilitiesEOY
Net Assets Or Fund Balances BOY1742774772NetAssetsOrFundBalancesBOY
Net Assets Or Fund Balances EOY1719404177NetAssetsOrFundBalancesEOY
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 TaxtrueSubjectToProxyTax
Donor Advised FundsfalseDonorAdvisedFunds
Conservation EasementsfalseConservationEasements
Collections Of ArtfalseCollectionsOfArt
Credit CounselingfalseCreditCounseling
Term Or Permanent EndowmentsfalseTermOrPermanentEndowments
Report Land Bldg EquiptrueReportLandBldgEquip
Report Invest Oth SecuritiestrueReportInvestOthSecurities
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 OrganizationsfalseMoreThan5000KToOrganizations
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 MembertrueBsnssRltnshpThruFamilyMember
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 With1096227NumberFormsTransmittedWith1096
Number W2 G Included0NumberW2GIncluded
Compliance With Backup WitholdingtrueComplianceWithBackupWitholding
Number Of Employees967NumberOfEmployees
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 Members21NbrVotingGoverningBodyMembers
Number Independent Voting Members10NumberIndependentVotingMembers
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 (45 entries)

TitleTitleAverage Hours Per WeekAverageHoursPerWeekIndividual Trustee Or DirectorIndividualTrusteeOrDirectorOfficerOfficerReportable Comp From OrganizationReportableCompFromOrganizationReportable Comp From Related OrgsReportableCompFromRelatedOrgsOther CompensationOtherCompensationKey EmployeeKeyEmployeeHighest Compensated EmployeeHighestCompensatedEmployeeFormerFormer
RICHARD G KETCHUM
CHAIRMAN & CEO60.0XX2555454074251
JED BANDES
BOARD MEMBER2.0X6004400
JOEL R BLUMENSCHEIN
BOARD MEMBER2.0X4130500
CHARLES A BOWSHER
BOARD MEMBER2.0X6917400
JOHN J BRENNAN
BOARD MEMBER4.0X8793600
ELLYN L BROWN
BOARD MEMBER2.0X3013000
JAMES E BURTON
BOARD MEMBER4.0X7947900
KEVIN CARRENO
BOARD MEMBER2.0X2500000
MARK S CASADY
BOARD MEMBER3.0X6044100
JOHN F X DOLAN
BOARD MEMBER2.0X5864600
W DENNIS FERGUSON
BOARD MEMBER3.0X6915900
GREGORY J FLEMING
BOARD MEMBER2.0X000
HARVEY J GOLDSCHMID
BOARD MEMBER3.0X6891500
WILLIAM H HEYMAN
BOARD MEMBER3.0X6761500
DR SHIRLEY ANN JACKSON
BOARD MEMBER2.0X6500000
KEN NORENSBERG
BOARD MEMBER2.0X6118900
RICHARD S PECHTER
BOARD MEMBER3.0X7257300
JOHN W SCHMIDLIN
BOARD MEMBER2.0X6541700
JOEL SELIGMAN
BOARD MEMBER2.0X5506600
GARY H STERN
BOARD MEMBER2.0X5955400
KURT P STOCKER
BOARD MEMBER2.0X6803300
SETH H WAUGH
BOARD MEMBER2.0X000
JAMES D WEDDLE
BOARD MEMBER2.0X6920100
TODD T DIGANCI
EXECUTIVE VP AND CFO60.0X1183826062697
MARCIA E ASQUITH
SENIOR VP AND CORP SECRETARY60.0X500175088972
F GREGORY AHERN
EXECUTIVE VICE PRESIDENT60.01871310113807X
T GRANT CALLERY
EXEC VP AND GENERAL COUNSEL60.01364764086222X
MARTIN P COLBURN
EXECUIVE VP AND CTO60.0803369066937X
ROBERT L D COLBY
EVP AND CHIEF LEGAL OFFICER60.0262061034997X
JAMES J CUMMINGS
EXECUTIVE VICE PRESIDENT60.0923163033473X
LINDA D FIENBERG
PRESIDENT - DISPUTE RESOLUTION60.0087742181552X
SAMUEL H GAER
EXECUTIVE VP AND CIO60.07038790125356X
STEVEN A JOACHIM
EXECUTIVE VICE PRESIDENT60.03075939095673X
TRACY B JOHNSON
SENIOR VICE PRESIDENT60.0535264082300X
STEPHEN LUPARELLO
VICE CHAIRMAN60.00528179355075X
MARC MENCHEL
EXEC VP AND GENERAL COUNSEL60.003034006218770X
HOWARD M SCHLOSS
EXECUTIVE VICE PRESIDENT60.033420090361828X
STEPHEN M SCHOENEMAN
SENIOR VICE PRESIDENT60.06035750124702X
THOMAS M SELMAN
EXECUTIVE VICE PRESIDENT60.0068819166923X
CATHY M MATTAX
SENIOR VICE PRESIDENT60.0867764061996X
GREGORY B RAYMOND
SENIOR VICE PRESIDENT60.05475890145442X
MARK A RIPPE
SENIOR VICE PRESIDENT60.01201922033136X
KAREN J SANCILIO
SENIOR VICE PRESIDENT60.0649424072962X
ROBERT L WOOD
SENIOR VICE PRESIDENT60.05561420101474X
JAMES P DONOVAN
SENIOR EXECUTIVE VICE PRES13269200X
FieldValueIRS element (for citing)
Total Reportable Comp From Org21230019TotalReportableCompFromOrg
Total Reportable Comp Frm Rltd Orgs9881411TotalReportableCompFrmRltdOrgs
Total Other Compensation2188545TotalOtherCompensation
Number Individuals GT100 K465NumberIndividualsGT100K
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
HP ENTERPRISE SERVICES LLC
1185 AVENUE OF THE AMERICAS 31ST FNEW YORKNY10036TECH. CONSULTING24145132
NASDAQ OMX GROUP
9513 KEY WEST AVENUEROCKVILLEMD20850TECH. CONSULTING16418468
TEK SYSTEMS
PO BOX 198568ATLANTAGA30384TECH. CONSULTING11852083
USTAS TECHNOLOGIES INC
1901 RESEARCH BOULEVARDROCKVILLEMD20850TECH. CONSULTING4644746
CELERITY IT
8401 GREENSBORO DRIVEMCLEANVA22102TECH. CONSULTING3707623
FieldValueIRS element (for citing)
Number Of Contractors GT100 K106NumberOfContractorsGT100K
Total Contributions0TotalContributions

Program Service Revenue ProgramServiceRevenue (5 entries)

DescriptionDescriptionBusiness CodeBusinessCodeTotal Revenue ColumnTotalRevenueColumnRelated Or Exempt Function IncomeRelatedOrExemptFunctionIncomeUnrelated Business RevenueUnrelatedBusinessRevenue
ACTIVITY ASSESSMENT900099357825204357825204
USER FEES90009939012833901283
TRANSPARENCY SERVICE FEES9000995688988456889884
CONTRACT SERVICE FEES900099422916571447099327820664
ALL OTHER PROGRAM SERVICE REVENUE900099251930251930
FieldValueIRS element (for citing)
Total Program Service Revenue461159958TotalProgramServiceRevenue

Investment Income InvestmentIncome

FieldValueIRS element (for citing)
Total Revenue Column34001606TotalRevenueColumn
Unrelated Business Revenue130977UnrelatedBusinessRevenue
Exclusion$33,870,629ExclusionAmount

Income From Invest Bond Proceeds IncomeFromInvestBondProceeds

FieldValueIRS element (for citing)
Total Revenue Column0TotalRevenueColumn

Royalties Revenue RoyaltiesRevenue

FieldValueIRS element (for citing)
Total Revenue Column1645194TotalRevenueColumn
Exclusion$1,645,194ExclusionAmount

Rental Income Or Loss RentalIncomeOrLoss

FieldValueIRS element (for citing)
Real0Real
Personal0Personal

Net Rental Income Or Loss NetRentalIncomeOrLoss

FieldValueIRS element (for citing)
Total Revenue Column0TotalRevenueColumn

Gross Amount Sales Assets GrossAmountSalesAssets

FieldValueIRS element (for citing)
Securities3137085641Securities
Other4692Other

Less Cost Oth Basis Sales Expenses LessCostOthBasisSalesExpenses

FieldValueIRS element (for citing)
Securities3119058964Securities
Other2556935Other

Gain Or Loss GainOrLoss

FieldValueIRS element (for citing)
Securities18026677Securities
Other-2552243Other

Net Gain Or Loss Investments NetGainOrLossInvestments

FieldValueIRS element (for citing)
Total Revenue Column15474433TotalRevenueColumn
Exclusion$15,474,433ExclusionAmount

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

Other Revenue Misc OtherRevenueMisc

FieldValueIRS element (for citing)
DescriptionSUBSIDIARY OVERHEAD ALLOCATIONDescription
Business Code900099BusinessCode
Total Revenue Column238143912TotalRevenueColumn
Related Or Exempt Function Income238143912RelatedOrExemptFunctionIncome
FieldValueIRS element (for citing)
Total Other Revenue238143912TotalOtherRevenue

Total Revenue TotalRevenue

FieldValueIRS element (for citing)
Total Revenue Column750425103TotalRevenueColumn
Related Or Exempt Function Income671483206RelatedOrExemptFunctionIncome
Unrelated Business Revenue27951641UnrelatedBusinessRevenue
Exclusion$50,990,256ExclusionAmount

Grants To Domestic Orgs GrantsToDomesticOrgs

FieldValueIRS element (for citing)
Total1500000Total

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)
Total12714092Total

Comp Disqual Persons CompDisqualPersons

FieldValueIRS element (for citing)
Total0Total

Other Salaries And Wages OtherSalariesAndWages

FieldValueIRS element (for citing)
Total110794522Total

Pension Plan Contributions PensionPlanContributions

FieldValueIRS element (for citing)
Total22088836Total

Other Employee Benefits OtherEmployeeBenefits

FieldValueIRS element (for citing)
Total18627682Total

Payroll Taxes PayrollTaxes

FieldValueIRS element (for citing)
Total7025351Total

Fees For Services Management FeesForServicesManagement

FieldValueIRS element (for citing)
Total3900683Total

Fees For Services Legal FeesForServicesLegal

FieldValueIRS element (for citing)
Total3464388Total

Fees For Services Accounting FeesForServicesAccounting

FieldValueIRS element (for citing)
Total1422064Total

Fees For Services Lobbying FeesForServicesLobbying

FieldValueIRS element (for citing)
Total760357Total

Fees For Services Prof Fundraising FeesForServicesProfFundraising

FieldValueIRS element (for citing)
Total0Total

Fees For Services Invst Mgmnt Fees FeesForServicesInvstMgmntFees

FieldValueIRS element (for citing)
Total1477975Total

Fees For Services Other FeesForServicesOther

FieldValueIRS element (for citing)
Total10497375Total

Advertising Advertising

FieldValueIRS element (for citing)
Total61462Total

Office Expenses OfficeExpenses

FieldValueIRS element (for citing)
Total10591065Total

Information Technology InformationTechnology

FieldValueIRS element (for citing)
Total71937804Total

Royalties Royalties

FieldValueIRS element (for citing)
Total0Total

Occupancy Occupancy

FieldValueIRS element (for citing)
Total15573993Total

Travel Travel

FieldValueIRS element (for citing)
Total4215526Total

Travel Entrtnmnt Public Officials TravelEntrtnmntPublicOfficials

FieldValueIRS element (for citing)
Total0Total

Conferences Meetings ConferencesMeetings

FieldValueIRS element (for citing)
Total1386972Total

Interest Interest

FieldValueIRS element (for citing)
Total0Total

Payments To Affiliates PaymentsToAffiliates

FieldValueIRS element (for citing)
Total0Total

Depreciation Depletion DepreciationDepletion

FieldValueIRS element (for citing)
Total36259463Total

Insurance Insurance

FieldValueIRS element (for citing)
Total2225701Total

Other Expenses OtherExpenses (4 entries)

DescriptionDescriptionTotalTotal
ACTIVITY ASSESSMENT357825195
INTERCOMPANY CHARGES28814733
TEMPORARY HELP1999212
TAXES2426078

All Other Expenses AllOtherExpenses

FieldValueIRS element (for citing)
Total-272049Total

Total Functional Expenses TotalFunctionalExpenses

FieldValueIRS element (for citing)
Total727318480Total

Cash Non Interest Bearing CashNonInterestBearing

FieldValueIRS element (for citing)
BOY733736BOY
EOY-3508046EOY

Savings And Temp Cash Investments SavingsAndTempCashInvestments

FieldValueIRS element (for citing)
BOY423791854BOY
EOY361219836EOY

Pledges And Grants Receivable PledgesAndGrantsReceivable

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Accounts Receivable AccountsReceivable

FieldValueIRS element (for citing)
BOY86233494BOY
EOY95731870EOY

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)
BOY24147030BOY
EOY18608942EOY
FieldValueIRS element (for citing)
Land Buildings Equipment Basis303809772LandBuildingsEquipmentBasis
Land Bldg Equipment Accum Deprec158153436LandBldgEquipmentAccumDeprec

Land Buildings Equipment Basis Net LandBuildingsEquipmentBasisNet

FieldValueIRS element (for citing)
BOY161662278BOY
EOY145656336EOY

Investments Pub Traded Securities InvestmentsPubTradedSecurities

FieldValueIRS element (for citing)
BOY694720135BOY
EOY726370529EOY

Investments Other Securities InvestmentsOtherSecurities

FieldValueIRS element (for citing)
BOY672617836BOY
EOY730298696EOY

Investments Program Related InvestmentsProgramRelated

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Intangible Assets IntangibleAssets

FieldValueIRS element (for citing)
BOY30409734BOY
EOY27476971EOY

Other Assets Total OtherAssetsTotal

FieldValueIRS element (for citing)
BOY64591596BOY
EOY50798470EOY

Total Assets TotalAssets

FieldValueIRS element (for citing)
BOY2158907693BOY
EOY2152653604EOY

Accounts Payable Accrued Expenses AccountsPayableAccruedExpenses

FieldValueIRS element (for citing)
BOY392629679BOY
EOY392541216EOY

Grants Payable GrantsPayable

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Deferred Revenue DeferredRevenue

FieldValueIRS element (for citing)
BOY23503242BOY
EOY40708211EOY

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)
BOY416132921BOY
EOY433249427EOY
FieldValueIRS element (for citing)
Do Not Follow SFAS117XDoNotFollowSFAS117

Cap Stck Trst Prin Current Funds CapStckTrstPrinCurrentFunds

FieldValueIRS element (for citing)
BOY169005778BOY
EOY169005778EOY

Paid In Cap Srpls Land Bldg Eqp Fund PaidInCapSrplsLandBldgEqpFund

FieldValueIRS element (for citing)
BOY0BOY
EOY0EOY

Retained Earnings Endowment Etc RetainedEarningsEndowmentEtc

FieldValueIRS element (for citing)
BOY1573768994BOY
EOY1550398399EOY

Total Net Assets Fund Balances TotalNetAssetsFundBalances

FieldValueIRS element (for citing)
BOY1742774772BOY
EOY1719404177EOY

Total Liab Net Assets Fund Balances TotalLiabNetAssetsFundBalances

FieldValueIRS element (for citing)
BOY2158907693BOY
EOY2152653604EOY
FieldValueIRS element (for citing)
Info In Schedule O Part XIXInfoInScheduleOPartXI
Reconcilation Revenue Expenses23106623ReconcilationRevenueExpenses
Reconciliation Unrealized Invest129589ReconciliationUnrealizedInvest
Reconcilation Other Changes-46606807ReconcilationOtherChanges
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 C IRS990ScheduleC

FieldValueIRS element (for citing)
Total Grassroots LobbyingTotalGrassrootsLobbying
Total Direct LobbyingTotalDirectLobbying
Total Lobbying ExpendituresTotalLobbyingExpenditures
Other Exempt Purpose ExpendituresOtherExemptPurposeExpenditures
Total Exempt Purpose ExpendituresTotalExemptPurposeExpenditures
Lobbying NontaxableLobbyingNontaxableAmount
Grassroots NontaxableGrassrootsNontaxableAmount
Tot Lobbying Grassroot Minus Non TxTotLobbyingGrassrootMinusNonTx
Tot Lobby Expend Mns Lobbying NontxTotLobbyExpendMnsLobbyingNontx
Substantially All Dues NondeductfalseSubstantiallyAllDuesNondeduct
Only In House LobbyingfalseOnlyInHouseLobbying
Agree To Carryover Prior YearfalseAgreeToCarryoverPriorYear
Non Ded Lobby Political Current960000NonDedLobbyPoliticalCurrent
Non Ded Lobby Political Total960000NonDedLobbyPoliticalTotal
Taxable$960,000TaxableAmount

Schedule D IRS990ScheduleD

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

Land Land

FieldValueIRS element (for citing)
Other Cost Or Other Basis16435481OtherCostOrOtherBasis
Book Value16435481BookValue

Buildings Buildings

FieldValueIRS element (for citing)
Other Cost Or Other Basis61799343OtherCostOrOtherBasis
Depreciation20944411Depreciation
Book Value40854932BookValue

Leasehold Improvements LeaseholdImprovements

FieldValueIRS element (for citing)
Other Cost Or Other Basis95850879OtherCostOrOtherBasis
Depreciation48710597Depreciation
Book Value47140282BookValue

Equipment Equipment

FieldValueIRS element (for citing)
Other Cost Or Other Basis89093463OtherCostOrOtherBasis
Depreciation62587672Depreciation
Book Value26505791BookValue

Other Land Buildings OtherLandBuildings

FieldValueIRS element (for citing)
Other Cost Or Other Basis40630606OtherCostOrOtherBasis
Depreciation25910756Depreciation
Book Value14719850BookValue
FieldValueIRS element (for citing)
Total Of Book Value Land Buildings145656336TotalOfBookValueLandBuildings
Financial DerivativesFinancialDerivatives
Closely Held Equity InterestsCloselyHeldEquityInterests

Other Securities OtherSecurities (3 entries)

DescriptionDescriptionBook ValueBookValueMethod Of ValuationMethodOfValuation
PRIVATE INVESTMENTS720652708F
MARKETABLE ALTERNATIVE INVESTM5022068F
INVESTMENT IN NSCC300000C
FieldValueIRS element (for citing)
Total Of Book Value Securities725974776TotalOfBookValueSecurities
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 I IRS990ScheduleI

FieldValueIRS element (for citing)
Records MaintainedtrueRecordsMaintained

Recipient Table RecipientTable

Recipient Name Business RecipientNameBusiness

FieldValueIRS element (for citing)
Business Name Line1FINRA INVESTOR EDUCATION FOUNDATIONBusinessNameLine1

Address US AddressUS

FieldValueIRS element (for citing)
Address Line11735 K STREET NWAddressLine1
CityWASHINGTONCity
StateDCState
ZIP Code20006ZIPCode
FieldValueIRS element (for citing)
EIN Of Recipient200863779EINOfRecipient
IRC Section501(C)(4)IRCSection
Amount Of Cash Grant1500000AmountOfCashGrant
Purpose Of GrantCONTRIBUTIONPurposeOfGrant
FieldValueIRS element (for citing)
Total Nbr Of Other Organizations1TotalNbrOfOtherOrganizations

Form990 Schedule I Part IV Form990ScheduleIPartIV

FieldValueIRS element (for citing)
IdentifierForm 990, Schedule IIdentifier
Return ReferenceDescription of Organization's Procedures for Monitoring the Use of GrantsReturnReference
ExplanationDURING 2012, FINRA, INC. MADE AN UNRESTRICTED CONTRIBUTION OF $1.5 MILLION TO THE FINRA INVESTOR EDUCATION FOUNDATION (THE FOUNDATION), A WHOLLY-OWNED SUBSIDIARY, FOR PROGRAMS AND PROJECTS CONSISTENT WITH THE FOUNDATION'S MISSION. THE FOUNDATION IS A TAX-EXEMPT ORGANIZATION UNDER SECTION 501(C)(4) AND ITS MISSION IS TO PROVIDE UNDERSERVED AMERICANS WITH THE KNOWLEDGE, SKILLS AND TOOLS NECESSARY FOR FINANCIAL SUCCESS THROUGHOUT LIFE. THE CONTRIBUTION WAS REVIEWED AND APPROVED BY THE FINANCE AND OPERATIONS COMMITTEE OF FINRA, INC.'S BOARD PRIOR TO PAYMENT. THE FINRA INVESTOR EDUCATION FOUNDATION BOARD IS RESPONSIBLE FOR APPROVING AND MONITORING ALL GRANTS. SEE THE FOUNDATION'S FORM 990 FOR ADDITIONAL DETAILS ON THE GRANT APPROVAL AND MONITORING PROCESS.Explanation

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 (23 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
CHAIRMAN & CEO97816401250000032729004760702664402629705000
TODD T DIGANCI
EXECUTIVE VP AND CFO475476068000002835003560302709401246523000
MARCIA E ASQUITH
SENIOR VP AND CORP SECRETARY23609302400000240820695000194720589147000
F GREGORY AHERN
EXECUTIVE VICE PRESIDENT755890001115420108462053450300938000
T GRANT CALLERY
EXEC VP AND GENERAL COUNSEL2852990310000076946506726201896001450986000
MARTIN P COLBURN
EXECUIVE VP AND CTO38185004000000215190340170329200870306000
ROBERT L D COLBY
EVP AND CHIEF LEGAL OFFICER24020200021859027500074970297058000
JAMES J CUMMINGS
EXECUTIVE VICE PRESIDENT7391202200000629251024456090170956636000
JAMES P DONOVAN
SENIOR EXECUTIVE VICE PRES00001326920000013269201326920
LINDA D FIENBERG
PRESIDENT - DISPUTE RESOLUTION04376800400000039741062263019289095897300
SAMUEL H GAER
EXECUTIVE VP AND CIO19375605000000101230115359099970829235000
STEVEN A JOACHIM
EXECUTIVE VICE PRESIDENT3451720410000023207670570220386510317161207105600
TRACY B JOHNSON
SENIOR VICE PRESIDENT2913450225000018919072683096170617564000
STEPHEN LUPARELLO
VICE CHAIRMAN04638900690000041279030313090237660533686800
MARC MENCHEL
EXEC VP AND GENERAL COUNSEL017979704000000245420901961020226680325277600
HOWARD M SCHLOSS
EXECUTIVE VICE PRESIDENT30192003000000274008903387610230670370383702721390
STEPHEN M SCHOENEMAN
SENIOR VICE PRESIDENT31560802650000229670932510314510728277000
THOMAS M SELMAN
EXECUTIVE VICE PRESIDENT03307450335000022446041419025504075511400
CATHY M MATTAX
SENIOR VICE PRESIDENT255783017200004399810403710216250929760000
GREGORY B RAYMOND
SENIOR VICE PRESIDENT29182302500000576601105410349010693031000
MARK A RIPPE
SENIOR VICE PRESIDENT1218510215000086507102009701303901235058000
KAREN J SANCILIO
SENIOR VICE PRESIDENT259030022600001643940470760258860722386000
ROBERT L WOOD
SENIOR VICE PRESIDENT28551402500000206280752100262640657616000

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 18, 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, MANAGEMENET 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. REIMBURSEMENT TO BOARD MEMBERS FOR FIRST CLASS TRAVEL EXPENSES INCURRED WHILE ATTENDING BOARD AND CORPORATE COMMITTEE MEETINGS ON BEHALF OF FINRA, FINRA REGULATION, AND FINRA DISPUTE RESOLUTION IS PERMITTED. TRAVEL FOR COMPANIONS: IN LIEU OF A WEEKEND FLIGHT 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, HE WAS PAID $223,467 IN 2012. IN CONNECTION WITH HOWARD M. SCHLOSS' SEPARATION FROM FINRA, HE WAS PAID $124,615 IN 2012. 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 CATHY M. MATTAX - $416,202 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 SENIOR 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 MARK A. RIPPE - $831,470 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: RICHARD G. KETCHUM - $292,594 KAREN J. SANCILIO - $143,466 PARTICIPANTS IN THE SUPPLEMENTAL NON-QUALIFIED DEFINED CONTRIBUTION PLAN THAT HAD A GROSS TAXABLE PAYOUT INCLUDE: NONE VOLUNTARY COMPENSATION DISCLOSURES: SETH H. WAUGH AND GREGORY J. FLEMING WERE VOLUNTEER BOARD MEMBERS IN 2012 AND DID NOT RECEIVE COMPENSATION FOR THEIR SERVICES.SCHEDULE J, PART I, LINES 4A AND 4B

Schedule L IRS990ScheduleL

Form990 Schedule L Part IV Form990ScheduleLPartIV (12 entries)

RelationshipRelationshipAmount Of TransactionAmountOfTransactionDescription Of TransactionDescriptionOfTransactionSharing Of RevenuesSharingOfRevenues
KNIGHT CAPITAL AMERICAS LP
SCHEDULE L, PART V30941498SCHEDULE L, PART Vfalse
NYSE RELATED COMPANIES
SCHEDULE L, PART V18508692SCHEDULE L, PART Vfalse
DEUTSCHE BANK AMERICAS
SCHEDULE L, PART V15883844SCHEDULE L, PART Vfalse
MORGAN STANLEY CO
SCHEDULE L, PART V15814191SCHEDULE L, PART Vfalse
IBM
SCHEDULE L, PART V2618255SCHEDULE L, PART Vfalse
MORGAN STANLEY SMITH BARNEY
SCHEDULE L, PART V1294812SCHEDULE L, PART Vfalse
FEDEX
SCHEDULE L, PART V905461SCHEDULE L, PART Vfalse
LPL FINANCIAL
SCHEDULE L, PART V558057SCHEDULE L, PART Vfalse
EDWARD JONES
SCHEDULE L, PART V443305SCHEDULE L, PART Vfalse
STERNE AGEE LEACH
SCHEDULE L, PART V283003SCHEDULE L, PART Vfalse
BLACKROCK INC
SCHEDULE L, PART V106005SCHEDULE L, PART Vfalse
MEGAN PELUSO
SCHEDULE L, PART V89499SCHEDULE L, PART Vfalse

Form990 Schedule L Part V Form990ScheduleLPartV

FieldValueIRS element (for citing)
IdentifierBUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONSIdentifier
Return ReferenceFORM 990, SCHEDULE L, PART VReturnReference
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, INC. AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. FINRA PAID NYSE RELATED ORGANIZATIONS $15,367,211 FOR OCCUPANCY AND COMMUNICATION SERVICES, AND $3,142,401 FOR CERTAIN PASS-THROUGH FEES COLLECTED BY FINRA AND REMITTED TO NYSE REGULATION, INC. MARK S. CASADY WAS THE CHAIRMAN AND CEO OF LPL FINANCIAL AND JOHN J. BRENNAN WAS A DIRECTOR OF LPL FINANCIAL AND BOTH SERVED AS MEMBERS OF THE FINRA BOARD OF GOVERNORS. LPL FINANCIAL PAID FINRA $558,057 FOR REGULATORY FEES AND SERVICES, TRANSACTION AND REPORTING FEES. JOHN F.X. DOLAN WAS A SENIOR ADVISOR OF KNIGHT CAPITAL AMERICAS, L.P. AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. KNIGHT CAPITAL AMERICAS, L.P. PAID FINRA $30,941,498 FOR REGULATORY SERVICES, TRANSACTION AND REPORTING FEES. W. DENNIS FERGUSON WAS THE DIRECTOR OF CLEARING FOR STERNE, AGEE & LEACH, INC. AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. STERNE, AGEE & LEACH, INC. PAID FINRA $283,003 FOR REGULATORY FEES, TRANSACTION AND REPORTING FEES. GREGORY J. FLEMING WAS A DIRECTOR OF BLACKROCK, INC. AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. BLACKROCK, INC. PAID FINRA $106,005 FOR REGULATORY FEES AND SERVICES. GREGORY J. FLEMING WAS AN EVP OF MORGAN STANLEY & CO. AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. MORGAN STANLEY & CO. PAID FINRA $15,814,191 FOR REGULATORY FEES AND SERVICES, TRANSACTION AND REPORTING FEES. GREGORY J. FLEMING WAS DIRECTOR, CEO AND PRESIDENT OF MORGAN STANLEY SMITH BARNEY LLC AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. MORGAN STANLEY SMITH BARNEY LLC PAID FINRA $1,294,812 FOR REGULATORY FEES AND SERVICES, TRANSACTION AND REPORTING FEES. DR. SHIRLEY ANN JACKSON WAS A MEMBER OF THE BOARD OF NYSE REGULATION, INC., AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. FINRA PAID NYSE RELATED ORGANIZATIONS $15,367,291 FOR OCCUPANCY AND COMMUNICATION SERVICES, AND $3,142,401 FOR CERTAIN PASS-THROUGH FEES COLLECTED BY FINRA AND REMITTED TO NYSE REGULATION, INC. DR. SHIRLEY ANN JACKSON WAS A DIRECTOR OF FEDEX AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. FINRA PAID FEDEX $905,461 FOR SERVICES. DR. SHIRLEY ANN JACKSON WAS A DIRECTOR AT IBM AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. FINRA PAID IBM $2,618,255 FOR SERVICES. RICHARD S. PECHTER WAS A MEMBER OF THE BOARD OF NYSE REGULATION, INC., AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. FINRA PAID NYSE RELATED ORGANIZATIONS $15,367,291 FOR OCCUPANCY AND COMMUNICATION SERVICES, AND $3,142,401 FOR CERTAIN PASS-THROUGH FEES COLLECTED BY FINRA AND REMITTED TO NYSE REGULATION, INC. MEGAN E. PELUSO WAS AN EMPLOYEE OF FINRA AND THE DAUGHTER OF T. GRANT CALLERY, EVP AND GENERAL COUNSEL OF FINRA (THROUGH 10/12/12). FINRA PAID MS. PELUSO ANNUAL COMPENSATION OF $89,499. JOHN W. SCHMIDLIN WAS A MEMBER OF THE BOARD OF NYSE REGULATION, INC., AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. FINRA PAID NYSE RELATED ORGANIZATIONS $15,367,291 FOR OCCUPANCY AND COMMUNICATION SERVICES, AND $3,142,401 FOR CERTAIN PASS-THROUGH FEES COLLECTED BY FINRA AND REMITTED TO NYSE REGULATION, INC. KURT P. STOCKER WAS A MEMBER OF THE BOARD OF NYSE REGULATION, INC., AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. FINRA PAID NYSE RELATED ORGANIZATIONS $15,367,291 FOR OCCUPANCY AND COMMUNICATION SERVICES, AND $3,142,401 FOR CERTAIN PASS-THROUGH FEES COLLECTED BY FINRA AND REMITTED TO NYSE REGULATION, INC. SETH H. WAUGH WAS CEO OF DEUTSCHE BANK AMERICAS AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. DEUTSCHE BANK AMERICAS PAID FINRA $15,883,844 FOR REGULATORY SERVICES, TRANSACTION AND REPORTING FEES. JAMES D. WEDDLE WAS THE MANAGING PARTNER OF EDWARD JONES AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. EDWARD JONES PAID FINRA $443,305 FOR REGULATORY SERVICES, TRANSACTION AND REPORTING FEES.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 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 DISPUTE RESOLUTION, INC., FINRA REGULATION, INC., AND FINRA INVESTOR EDUCATION FOUNDATION.
ORGANIZATIONAL ACHIEVEMENTS AND PROGRAM SERVICESFINRA IS AN INDEPENDENT, NON-GOVERNMENTAL REGULATOR FOR ALL SECURITIES FIRMS DOING BUSINESS WITH THE PUBLIC IN THE UNITED STATES. FINRA AND ITS RELATED ENTITIES TOUCH VIRTUALLY EVERY ASPECT OF THE SECURITIES BUSINESS - FROM REGISTERING AND EDUCATING INDUSTRY PARTICIPANTS TO EXAMINING SECURITIES FIRMS; WRITING RULES; ENFORCING THOSE RULES AND THE FEDERAL SECURITIES LAWS; INFORMING AND EDUCATING THE INVESTING PUBLIC; PROVIDING TRADE REPORTING AND OTHER INDUSTRY UTILITIES; AND ADMINISTERING THE LARGEST DISPUTE RESOLUTION FORUM FOR INVESTORS AND REGISTERED FIRMS.FORM 990, PART III, LINE 4
BUSINESS AND FAMILY RELATIONSHIPSDURING TAX YEAR 2012, OR A PORTION THEREOF: BOARD MEMBERS WILLIAM H. HEYMAN AND SETH H. WAUGH HAD A BUSINESS RELATIONSHIP. MR. WAUGH WAS CEO OF DEUTSCHE BANK AMERICAS, WHICH IS A MEMBER OF THE TRAVELERS' BANK LENDING SYNDICATE. BOARD MEMBERS JOHN J. BRENNAN AND MARK S. CASADY HAD A BUSINESS RELATIONSHIP AS MR. CASADY IS CHAIRMAN AND CEO OF LPL FINANCIAL AND MR. BRENNAN SERVES AS A BOARD MEMBER. BOARD MEMBERS JOHN J. BRENNAN AND ELLYN L. BROWN HAD A BUSINESS RELATIONSHIP AS THEY SERVED TOGETHER AS TRUSTEES OF THE FINANCIAL ACCOUNTING FOUNDATION. STEPHEN LUPARELLO (THROUGH 10/5/12) AND GARY H. STERN HAD A BUSINESS RELATIONSHIP AS THEY SERVE TOGETHER ON THE BOARD OF THE DEPOSITORY TRUST AND CLEARING CORPORATION. DURING TAX YEAR 2012, OR A PORTION THEREOF, THE FOLLOWING BOARD MEMBERS 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 BOARD MEMBERS ALSO SERVED TOGETHER AS MEMBERS OF THE NYSE REGULATION'S COMMITTEE FOR REVIEW: ELLYN L. BROWN RICHARD S. PECHTER JOHN W. SCHMIDLINFORM 990, PART VI, LINE 2
DESCRIPTION OF CLASSES OF MEMBERS OR STOCKHOLDERSFINRA IS ORGANIZED AS A NONSTOCK, NOT-FOR-PROFIT, MEMBERSHIP CORPORATION. NO REVENUES OR EARNINGS MAY BE USED FOR THE BENEFIT OF ANY INDIVIDUAL OR MEMBER. ANY REGISTERED BROKER, DEALER, MUNICIPAL SECURITIES BROKER OR DEALER, OR GOVERNMENT SECURITIES BROKER OR DEALER IS ELIGIBLE FOR MEMBERSHIP IN THE CORPORATION, EXCEPT FOR THOSE WHO FAIL OR CEASE TO SATISFY THE CORPORATION'S QUALIFICATION REQUIREMENTS, OR BECOMES DISQUALIFIED, OR FAILS TO FILE CERTAIN FORMS AS THE CORPORATION PRESCRIBES. THE MEMBERS OF THE CORPORATION GENERALLY HAVE NO VOTING RIGHTS, OTHER THAN TO VOTE ON (1) AMENDMENTS TO THE BY-LAWS OF THE CORPORATION, (2) BUSINESS RAISED DURING THE ANNUAL OR SPECIAL MEETINGS OF MEMBERS, (3) THE ELECTION OF THE SMALL FIRM, MID-SIZED FIRM AND LARGE FIRM GOVERNORS, OR (4) OTHERWISE PROVIDED BY THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE OR FINRA'S RESTATED CERTIFICATE OF INCORPORATION. SMALL FIRM MEMBERS (ANY BROKER OR DEALER ADMITTED TO MEMBERSHIP IN THE CORPORATION WHICH, AT THE TIME OF DETERMINATION, HAS AT LEAST 1 AND NO MORE THAN 150 REGISTERED PERSONS) ARE ENTITLED TO VOTE FOR THE ELECTION OF THE THREE SMALL FIRM GOVERNORS, MID-SIZE FIRM MEMBERS (AT LEAST 151 AND NO MORE THAN 499 REGISTERED PERSONS) ARE ENTITLED TO VOTE FOR THE ELECTION OF THE SINGLE MID-SIZE FIRM GOVERNOR, AND LARGE FIRM MEMBERS (500 OR MORE REGISTERED PERSONS) ARE ENTITLED TO VOTE FOR THE ELECTION OF THE THREE LARGE FIRM GOVERNORS.FORM 990, PART VI, LINE 6
DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTSSMALL FIRM MEMBERS ARE ENTITLED TO VOTE FOR THE ELECTION OF SMALL FIRM GOVERNORS, MID-SIZE FIRM MEMBERS ARE ENTITLED TO VOTE FOR THE ELECTION OF MID-SIZE FIRM GOVERNORS, LARGE FIRM MEMBERS ARE ENTITLED TO VOTE FOR THE ELECTION OF LARGE FIRM GOVERNORS, IN ACCORDANCE WITH THE PROCEDURES FOR SUCH A VOTE AS PROVIDED IN THE CORPORATION'S BY-LAWS.FORM 990, PART VI, LINE 7A
CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTSTHE CORPORATION'S MEMBERS ARE ENTITLED TO VOTE ON ANY AMENDMENT TO THE BY-LAWS OF THE CORPORATION, IN ACCORDANCE WITH THE PROCEDURES FOR SUCH A VOTE AS PROVIDED IN THE CORPORATION'S BY-LAWS.FORM 990, PART VI, LINE 7B
PROCESS USED TO REVIEW FORM 990THE 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 11B
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 EMPLOYEE CONFLICT OF INTEREST 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 18, 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, MANAGEMENET 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, CONFLICTFORM 990, PART VI, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND THE FINRA CONSOLIDATED AUDITED FINANCIAL STATEMENTS AVAILABLE UPON REQUEST.OF INTEREST POLICY, 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: FINRA REGULATION, 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/(LOSS) ON INVESTMENTS. FOR ADDITIONAL INFORMATION PLEASE SEE THE 2012 FINRA 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 SectionExemptCodeSectionPublic Charity StatusPublicCharityStatusBusiness Name Line1DirectControllingEntityName/BusinessNameLine1Controlled OrgControlledOrg
FINRA REGULATION INC
1735 K STREET NWWASHINGTONDC20006521959501REGULATORYDE501(C)(6)N/AFINRAtrue
FINRA DISPUTE RESOLUTION INC
1735 K STREET NWWASHINGTONDC20006522187577ARBITRATIONDE501(C)(6)N/AFINRAtrue
FINRA INVESTOR EDUCATION FOUNDATION
1735 K STREET NWWASHINGTONDC20006200863779EDUCATIONDE501(C)(4)N/AFINRAtrue

Form990 Schedule R Part IV Form990ScheduleRPartIV (2 entries)

Address Line1AddressUS/AddressLine1CityAddressUS/CityStateAddressUS/StateZIP CodeAddressUS/ZIPCodeEINEINPrimary ActivityPrimaryActivityLegal Domicile StateLegalDomicileStateBusiness Name Line1DirectControllingEntityName/BusinessNameLine1Type Of EntityTypeOfEntityShare Of Total IncomeShareOfTotalIncomeShare Of EOY AssetsShareOfEOYAssetsPercentage OwnershipPercentageOwnershipControlled OrgControlledOrg
NEW NASD HOLDING INC
1735 K STREET NWWASHINGTONDC200061506522307595HOLDING CODENAC CORP1001001.00000true
NATIONAL CLEARING CORPORATION
1735 K STREEET NWWASHINGTONDC200061506131971649INACTIVEDENAC CORP1001001.00000true
FieldValueIRS element (for citing)
Receipt Of Int Ann Rents RoyaltiesfalseReceiptOfIntAnnRentsRoyalties
Gift Grant Or Cap Contr To Other OrgtrueGiftGrantOrCapContrToOtherOrg
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 EmployeestrueSharingOfPaidEmployees
Reimbursement Paid To Other OrgtrueReimbursementPaidToOtherOrg
Reimbursement Paid By Other OrgtrueReimbursementPaidByOtherOrg
Other Transfer To Other OrgfalseOtherTransferToOtherOrg
Other Transfer From Other OrgfalseOtherTransferFromOtherOrg

Transactions Related Orgs Table TransactionsRelatedOrgsTable (6 entries)

Transaction TypeTransactionTypeAmount InvolvedAmountInvolvedMethod Of Amt DeterminationMethodOfAmtDetermination
FINRA INVESTOR EDUCATION FOUNDATION
B1500000FMV
FINRA INVESTOR EDUCATION FOUNDATION
O3525665FMV
FINRA INVESTOR EDUCATION FOUNDATION
P484922FMV
FINRA REGULATION INC
Q148691114FMV
FINRA REGULATION INC
P134999FMV
FINRA DISPUTE RESOLUTION INC
Q1722750FMV