2014-11-17T00:03:46-06:00 2013-12-31 ERNST & YOUNG US LLP 2 N CENTRAL AVE SUITE 2300 PHOENIX AZ 85004 990 2013-01-01 530088710 FINANCIAL INDUSTRY REGULATORY AUTHORITY INC % MARCIA E ASQUITH FINA 2027288949 1735 K STREET NW Suite WASHINGTON DC 200061506 ROBERT A RENNER VICE PRESIDENT 2014-11-13 BRENDA D GRIESEMER P00264669 2013 2015-11-30 17:44:51Z RICHARD G KETCHUM 1735 K STREET NW WASHINGTON DC 200061506 3509329685 false X WWW.FINRA.ORG X 1936 DE FINRA IS DEDICATED TO INVESTOR PROTECTION AND MARKET INTEGRITY THROUGH AND MARKET INTEGRITY THROUGH EFFECTIVE AND EFFICIENT REGULATION OF THE SECURITIES INDUSTRY. 22 14 996 1 22148380 0 0 0 461159958 478422829 49476039 65607553 239789106 120041827 750425103 664072209 1500000 6010732 0 0 171250483 235429316 0 0 0 554567997 541983499 727318480 783423547 23106623 -119351338 2152653604 2208535467 433249427 423659180 1719404177 1784876287 X FINRA IS DEDICATED TO INVESTOR PROTECTION AND MARKET INTEGRITY THROUGH EFFECTIVE AND EFFICIENT REGULATION OF THE SECURITIES INDUSTRY. false false SEE SCHEDULE O false false false true false false false false false true true false false false true false true false false false false false false false false false true false true false false false false true true false false false false false true true true false true 222 0 true 996 true true true false false false false false X 22 14 true false false false true true true true true false false true true true true true true true true false CA X MARCIA E ASQUITH 2027288949 1735 K STREET NW WASHINGTON DC 200061506 X RICHARD G KETCHUM CHAIRMAN & CEO 60.0 X X 2551022 0 72734 JED BANDES BOARD MEMBER 2.0 X 45264 0 0 CHARLES A BOWSHER BOARD MEMBER 2.0 X 71899 0 0 JOHN J BRENNAN BOARD MEMBER 4.0 X 94800 0 0 JAMES E BURTON BOARD MEMBER 4.0 X 86818 0 0 KEVIN CARRENO BOARD MEMBER 2.0 X 61628 0 0 MARK S CASADY BOARD MEMBER 3.0 X 65541 0 0 CAROL ANTHONY JOHN DAVIDSON BOARD MEMBER 2.0 X 65082 0 0 JOHN F X DOLAN BOARD MEMBER 2.0 X 64409 0 0 W DENNIS FERGUSON BOARD MEMBER 3.0 X 72229 0 0 GREGORY J FLEMING BOARD MEMBER 2.0 X 0 0 0 HARVEY J GOLDSCHMID BOARD MEMBER 3.0 X 72500 0 0 WILLIAM H HEYMAN BOARD MEMBER 3.0 X 72482 0 0 DR SHIRLEY ANN JACKSON BOARD MEMBER 2.0 X 32597 0 0 ROBERT KEENAN BOARD MEMBER 2.0 X 40130 0 0 ROCHELLE LAZARUS BOARD MEMBER 2.0 X 40260 0 0 KEN NORENSBERG BOARD MEMBER 2.0 X 66143 0 0 RICHARD S PECHTER BOARD MEMBER 3.0 X 76477 0 0 JOHN W SCHMIDLIN BOARD MEMBER 2.0 X 69254 0 0 JOEL SELIGMAN BOARD MEMBER 2.0 X 65613 0 0 GARY H STERN BOARD MEMBER 2.0 X 68757 0 0 KURT P STOCKER BOARD MEMBER 2.0 X 71439 0 0 SETH H WAUGH BOARD MEMBER 2.0 X 50264 0 0 JAMES D WEDDLE BOARD MEMBER 2.0 X 73051 0 0 TODD T DIGANCI EXECUTIVE VP AND CFO 60.0 X 1178423 0 63965 MARCIA E ASQUITH SENIOR VP AND CORP SECRETARY 60.0 X 660939 0 58263 F GREGORY AHERN EXECUTIVE VICE PRESIDENT 60.0 X 666950 0 142197 MARTIN P COLBURN EXECUTIVE VICE PRESIDENT 60.0 X 4221296 0 18566 ROBERT L D COLBY SENIOR EXECUTIVE VICE PRES 60.0 X 802999 0 145421 CARLO DI FLORIO EXECUTIVE VICE PRESIDENT 60.0 X 216491 0 46233 LINDA D FIENBERG PRESIDENT - DISPUTE RESOLUTION 60.0 X 0 838369 82663 STEVEN A JOACHIM EXECUTIVE VICE PRESIDENT 60.0 X 854659 0 100847 TRACY B JOHNSON SENIOR VICE PRESIDENT 60.0 X 702895 0 36194 STEVEN J RANDICH EXECUTIVE VP AND CIO 60.0 X 394073 0 120752 STEPHEN M SCHOENEMAN SENIOR VICE PRESIDENT 60.0 X 794807 0 72167 THOMAS M SELMAN EXECUTIVE VICE PRESIDENT 60.0 X 0 1779519 68255 JONATHAN S SOKOBIN SENIOR VICE PRESIDENT 60.0 X 187063 0 30363 MAURICE CHAVARRIA SENIOR VICE PRESIDENT 60.0 X 621900 0 62997 ANGELA A POSILLICO SENIOR VICE PRESIDENT 60.0 X 637963 0 60451 GREGORY B RAYMOND SENIOR VICE PRESIDENT 60.0 X 556030 0 156157 KAREN J SANCILIO SENIOR VICE PRESIDENT 60.0 X 510098 0 118288 ROBERT L WOOD SENIOR VICE PRESIDENT 60.0 X 565232 0 106084 T GRANT CALLERY EXEC VP AND GENERAL COUNSEL X 280926 0 2500 MARC MENCHEL EXECUTIVE VICE PRESIDENT X 0 177233 3082 HOWARD M SCHLOSS EXECUTIVE VICE PRESIDENT X 507385 0 4147 18337788 2795121 1572326 545 true true false NASDAQ OMX GROUP 9513 KEY WEST AVENUE ROCKVILLE MD 20850 TECH. CONSULTING 16334358 TEK SYSTEMS PO BOX 198568 ATLANTA GA 30384 TECH. CONSULTING 11130118 CELERITY IT 8401 GREENSBORO DRIVE MCLEAN VA 22102 TECH. CONSULTING 3325529 THE CONSORTIUM INC 4922 FAIRMONT AVENUE BETHESDA MD 20814 TECH. CONSULTING 3323381 HP ENTERPRISE SERVICES LLC 1185 AVENUE OF THE AMERICAS 31ST F NEW YORK NY 10036 TECH CONSULTING 3225439 105 0 ACTIVITY ASSESSMENT 900099 379870328 379870328 USER FEES 900099 3372443 3372443 TRANSPARENCY SERVICE FEES 900099 58380598 58380598 CONTRACT SERVICE FEES 900099 36685080 14859047 21826033 ALL OTHER PROGRAM SERVICE REVENUE 900099 114380 114380 478422829 24808318 322347 24485971 0 1549189 1549189 0 0 0 2886055211 1500 2845243758 13718 40811453 -12218 40799235 40799235 0 0 0 SUBSIDIARY OVERHEAD ALLOCATION 900099 118492638 118492638 118492638 664072209 575089434 22148380 66834395 6010732 0 0 0 11423922 0 171984085 27871331 16494837 7655141 4544324 2577675 1514129 776446 0 1520117 9449157 74306 8031339 61156033 0 4534362 5144752 0 1180703 0 0 27950511 2238059 ACTIVITY ASSESSMENT 379995591 INTERCOMPANY CHARGES 23759147 TEMPORARY HELP 1709892 TAXES 1605438 4221518 783423547 -3508046 128269777 361219836 222998774 0 0 95731870 92482304 0 0 0 0 0 0 0 0 18608942 16970389 306751953 177825566 145656336 128926387 726370529 738977254 730298696 799684864 0 0 27476971 25831317 50798470 54394401 2152653604 2208535467 392541216 392888537 0 0 40708211 30770643 0 0 0 0 0 0 0 0 0 0 0 0 433249427 423659180 X 169005778 169005778 0 0 1550398399 1615870509 1719404177 1784876287 2152653604 2208535467 X -119351338 338882 184484566 X false true X true false false false false 890000 890000 890000 16435481 16435481 61799343 20944411 40854932 51175564 32552496 18623068 68933922 41846495 27087427 108407643 82482164 25925479 128926387 PRIVATE INVESTMENTS 798324038 F MARKETABLE ALTERNATIVE INVESTM 1060826 F INVESTMENT IN NSCC 300000 C 799684864 0 0 X SCHEDULE D, PART X, LINE 2 U.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 2010 TO 2013, 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. HOWEVER, IN FUTURE YEARS, FINRA MAY RECOGNIZE AN UNCERTAIN TAX POSITION IF TOTAL CUMULATIVE NOL USAGE EXCEEDS THE AMOUNT RESULTING FROM PRE-NAHO LOSSES. true FINRA INVESTOR EDUCATION FOUNDATION 1735 K STREET NW WASHINGTON DC 20006 200863779 501(C)(4) 6010732 CONTRIBUTION 1 Description of Organization's Procedures for Monitoring the Use of Grants DURING 2013, FINRA, INC. MADE AN UNRESTRICTED CONTRIBUTION OF $6.0 MILLION, WHICH INCLUDES DISGORGEMENTS EARMARKED BY FINRA IN THE AMOUNT OF $10 THOUSAND, 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. X X X X X true true X X X X X true true false RICHARD G KETCHUM CHAIRMAN & CEO 979020 0 1250000 0 322002 0 52422 0 20312 0 2623756 0 0 TODD T DIGANCI EXECUTIVE VP AND CFO 474448 0 680000 0 23975 0 38339 0 25626 0 1242388 0 0 0 MARCIA E ASQUITH SENIOR VP AND CORP SECRETARY 236001 0 250000 0 174938 0 29860 0 28403 0 719202 0 82712 0 F GREGORY AHERN EXECUTIVE VICE PRESIDENT 372860 0 100000 0 194090 0 98154 0 44043 0 809147 0 100000 0 MARTIN P COLBURN EXECUTIVE VICE PRESIDENT 124814 0 400000 0 3696482 0 15069 0 3497 0 4239862 0 322783 0 ROBERT L D COLBY SENIOR EXECUTIVE VICE PRES 477376 0 300000 0 25623 0 126553 0 18868 0 948420 0 0 0 CARLO DI FLORIO EXECUTIVE VICE PRESIDENT 214788 0 0 0 1703 0 20250 0 25983 0 262724 0 0 0 LINDA D FIENBERG PRESIDENT - DISPUTE RESOLUTION 0 438644 0 360000 0 39725 0 62789 0 19874 0 921032 0 0 STEVEN A JOACHIM EXECUTIVE VICE PRESIDENT 345163 0 485000 0 24496 0 62544 0 38303 0 955506 0 0 0 TRACY B JOHNSON SENIOR VICE PRESIDENT 292105 0 232400 0 178390 0 26467 0 9727 0 739089 0 85065 0 STEVEN J RANDICH EXECUTIVE VP AND CIO 375387 0 0 0 18686 0 102950 0 17802 0 514825 0 0 0 STEPHEN M SCHOENEMAN SENIOR VICE PRESIDENT 318265 0 265000 0 211542 0 42403 0 29764 0 866974 0 106463 0 THOMAS M SELMAN EXECUTIVE VICE PRESIDENT 0 334634 0 340000 0 1104885 0 40895 0 27360 0 1847774 0 102238 JONATHAN S SOKOBIN SENIOR VICE PRESIDENT 160594 0 0 0 26469 0 14755 0 15608 0 217426 0 0 0 MAURICE CHAVARRIA SENIOR VICE PRESIDENT 250790 0 230000 0 141110 0 26154 0 36843 0 684897 0 0 0 ANGELA A POSILLICO SENIOR VICE PRESIDENT 250991 0 220000 0 166972 0 49092 0 11359 0 698414 0 0 0 GREGORY B RAYMOND SENIOR VICE PRESIDENT 292642 0 258400 0 4988 0 121718 0 34439 0 712187 0 0 0 KAREN J SANCILIO SENIOR VICE PRESIDENT 258527 0 230000 0 21571 0 95997 0 22291 0 628386 0 0 0 ROBERT L WOOD SENIOR VICE PRESIDENT 285698 0 258400 0 21134 0 77975 0 28109 0 671316 0 0 0 T GRANT CALLERY EXEC VP AND GENERAL COUNSEL 0 0 275000 0 5926 0 2500 0 0 0 283426 0 0 0 MARC MENCHEL EXECUTIVE VICE PRESIDENT 0 0 0 0 0 177233 0 3082 0 0 0 180315 0 177233 HOWARD M SCHLOSS EXECUTIVE VICE PRESIDENT 0 0 0 0 507385 0 0 0 4147 0 511532 0 311450 0 SUPPLEMENTAL COMPENSATION INFORMATION FOR 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. FOR FURTHER DETAILS REGARDING EXECUTIVE COMPENSATION, PLEASE REFER TO SCHEDULE O. 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 SIX HOURS DIRECT. IT IS ALSO ALLOWED FOR ALL TRAVEL FROM THE U.S. MAINLAND TO HAWAII AND FOR FLIGHTS WITHIN EUROPE THAT ARE OVER FIVE 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, EMPLOYEES WHO ARE ON EXTENDED STAY (I.E., AN OUT-OF-TOWN HOTEL STAY OF SIX CONSECUTIVE NIGHTS OR LONGER), AND WHERE A DIRECT FLIGHT IS TWO OR MORE HOURS FROM HOME, WILL HAVE THE OPTION TO INVITE A COMPANION TO THEIR WORK DESTINATION OR TRAVEL TO AN ALTERNATE LOCATION. HOWEVER, EMPLOYEES WILL ONLY BE REIMBURSED FOR THE COST OF COACH AIRFARE FOR THE COMPANION TO THE ALTERNATE LOCATION. 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. 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. 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. 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. SCHEDULE J, PART I, LINES 4A AND 4B 4A) IN CONNECTION WITH MARTIN P. COLBURN'S SEPARATION FROM FINRA, HE WAS PAID $258,494 IN 2013. IN CONNECTION WITH MARC MENCHEL'S SEPARATION FROM FINRA, HE WAS PAID $177,233 IN 2013. IN CONNECTION WITH HOWARD M. SCHLOSS' SEPARATION FROM FINRA, HE WAS PAID $511,532 IN 2013. 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 (WITH SERVICE OF OVER 18 YEARS) IN 2013 INCLUDE: THOMAS M. SELMAN - $1,078,627 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 AMOUNT BELOW WAS ACCRUED OVER 12 YEARS OF SERVICE. MARTIN P. COLBURN - $3,366,468 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 2013 INCLUDE: MARCIA E. ASQUITH - $150,533 MAURICE CHAVARRIA - $139,321 TRACY B. JOHNSON - $159,219 RICHARD G. KETCHUM - $283,350 ANGELA A. POSILLICO - $145,568 STEPHEN M. SCHOENEMAN - $187,855 PARTICIPANTS IN THE SUPPLEMENTAL NON-QUALIFIED DEFINED CONTRIBUTION PLAN THAT HAD A GROSS TAXABLE PAYOUT INCLUDE IN 2013: NONE VOLUNTARY COMPENSATION DISCLOSURES: GREGORY J. FLEMING WAS A VOLUNTEER BOARD MEMBER IN 2013 AND DID NOT RECEIVE COMPENSATION FOR HIS SERVICES. DEUTSCHE BANK AMERICAS SCHEDULE L, PART V 18433550 SCHEDULE L, PART V false MORGAN STANLEY CO SCHEDULE L, PART V 18084075 SCHEDULE L, PART V false NYSE RELATED COMPANIES SCHEDULE L, PART V 3612674 SCHEDULE L, PART V false IBM SCHEDULE L, PART V 2336828 SCHEDULE L, PART V false MORGAN STANLEY SMITH BARNEY SCHEDULE L, PART V 1266368 SCHEDULE L, PART V false FEDEX SCHEDULE L, PART V 797671 SCHEDULE L, PART V false EDWARD JONES SCHEDULE L, PART V 449533 SCHEDULE L, PART V false LPL FINANCIAL SCHEDULE L, PART V 375844 SCHEDULE L, PART V false STERNE AGEE LEACH SCHEDULE L, PART V 373752 SCHEDULE L, PART V false FORM 990, SCHEDULE L, PART V FINRA'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 2013 FORM 990 INSTRUCTIONS FOR THE COMPLETE IRS DEFINITION. DURING TAX YEAR 2013, OR A PORTION THEREOF: 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 $375,844 FOR REGULATORY FEES AND SERVICES, TRANSACTION AND REPORTING FEES. W. DENNIS FERGUSON WAS THE REGISTERED PRINCIPAL OF CLEARING FOR STERNE, AGEE & LEACH, INC. AND WAS A MEMBER OF THE FINRA BOARD OF GOVERNORS. STERNE, AGEE & LEACH, INC. PAID FINRA $373,752 FOR REGULATORY FEES AND SERVICES, TRANSACTION AND REPORTING FEES. GREGORY J. FLEMING WAS AN EVP OF MORGAN STANLEY & CO. AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. MORGAN STANLEY & CO. PAID FINRA $18,084,075 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 $1,266,368 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 $3,612,674 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 $797,671 FOR SERVICES. DR. SHIRLEY ANN JACKSON WAS A DIRECTOR OF IBM AND A MEMBER OF THE FINRA BOARD OF GOVERNORS. FINRA PAID IBM $2,336,828 FOR SERVICES. 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 $3,612,674 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 $18,433,550 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 $449,533 FOR REGULATORY SERVICES, TRANSACTION AND REPORTING FEES. VOLUNTARY DISCLOSURE OF FINANCIAL INFORMATION THE 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 2013 FORM 990 SHOULD BE READ IN CONNECTION WITH THE 2013 FINRA ANNUAL FINANCIAL REPORT WHICH IS AVAILABLE @ WWW.FINRA.ORG. SEE ALSO SEPARATE 2013 FORM 990'S FOR RELATED ENTITIES, INCLUDING FINRA DISPUTE RESOLUTION, INC., FINRA REGULATION, INC., AND FINRA INVESTOR EDUCATION FOUNDATION. FORM 990, PART III, LINE 4 FINRA 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 VI, LINE 2 DURING TAX YEAR 2013, OR A PORTION THEREOF: BOARD MEMBERS WILLIAM H. HEYMAN AND SETH H. WAUGH HAD A BUSINESS RELATIONSHIP DURING 2013. MR. HEYMAN WAS VICE CHAIRMAN AND CHIEF INVESTMENT OFFICER OF TRAVELERS. MR. WAUGH WAS CEO OF DEUTSCHE BANK AMERICAS. TRAVELERS IS A CLIENT OF DEUTSCHE BANK AMERICAS. BOARD MEMBERS WILLIAM H. HEYMAN AND GREGORY J. FLEMING HAD A BUSINESS RELATIONSHIP DURING 2013. MR. HEYMAN WAS VICE CHAIRMAN AND CHIEF INVESTMENT OFFICER OF TRAVELERS. GREGORY J. FLEMING WAS AN EVP OF MORGAN STANLEY. TRAVELERS IS A CLIENT OF MORGAN STANLEY. BOARD MEMBERS JOHN J. BRENNAN AND MARK S. CASADY HAD A BUSINESS RELATIONSHIP DURING 2013. MR. CASADY WAS CHAIRMAN AND CEO OF LPL FINANCIAL AND MR. BRENNAN SERVED AS A BOARD MEMBER OF LPL FINANCIAL. BOARD MEMBERS JOHN J. BRENNAN AND CAROL ANTHONY (JOHN) DAVIDSON HAD A BUSINESS RELATIONSHIP AS THEY SERVED TOGETHER AS TRUSTEES OF THE FINANCIAL ACCOUNTING FOUNDATION. ROBERT L. D. COLBY AND GARY H. STERN HAD A BUSINESS RELATIONSHIP AS THEY SERVE TOGETHER ON THE BOARD OF THE DEPOSITORY TRUST AND CLEARING CORPORATION. JOHN J. BRENNAN AND ROCHELLE LAZARUS HAD A BUSINESS RELATIONSHIP DURING 2013 AS THEY SERVED TOGETHER ON THE BOARD OF GENERAL ELECTRIC. JOEL SELIGMAN AND CAROL ANTHONY (JOHN) DAVIDSON HAD A BUSINESS RELATIONSHIP DURING 2013 AS THEY SERVED TOGETHER ON THE BOARD OF THE UNIVERSITY OF ROCHESTER. THE FOLLOWING BOARD MEMBERS ALSO SERVED TOGETHER ON THE BOARD OF NYSE REGULATION: DR. SHIRLEY ANN JACKSON KURT P. STOCKER FORM 990, PART VI, LINE 6 FINRA 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 BECOME DISQUALIFIED, OR FAIL 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 7A SMALL 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, AND 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 7B THE 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 11B THE 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 2013 FORM 990 ON SEPTEMBER 18, 2014. 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 12C THE 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, LINES 15A AND 15B 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 30, 2013 AND FEBRUARY 12, 2013 TO ESTABLISH INCENTIVE COMPENSATION ATTRIBUTABLE TO THE PERFORMANCE OF SERVICES DURING CALENDAR YEAR 2012 AND TO ESTABLISH BASE SALARIES FOR CALENDAR YEAR 2013. 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, INC., A THIRD-PARTY COMPENSATION CONSULTANT THE COMMITTEE'S MINUTES OF THE JANUARY 30, 2013 AND FEBRUARY 12, 2013 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 2012 INCENTIVE COMPENSATION OF THE CEO AT ITS MEETING ON FEBRUARY 13, 2013. ALL COMPENSATION COMMITTEE MEMBERS VOTED FOR THE PROPOSED LEVEL OF EXECUTIVE COMPENSATION. FORM 990, PART VI, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND THE FINRA CONSOLIDATED AUDITED FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. FORM 990, PART VII, COLUMN B THE 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 XI, LINE 9 OTHER 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 2013 FINRA ANNUAL FINANCIAL REPORT WHICH IS AVAILABLE @ WWW.FINRA.ORG. 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