2013-02-12T12:38:09-06:00 2012-06-30 420714325 MCGLADREY LLP 9737 WASHINGTONIAN BLVD 400 GAITHERSBURG MD 208787340 990 2011-07-01 530196577 THE BROOKINGS INSTITUTION BROO 2027976000 1775 MASSACHUSETTS AVE NW WASHINGTON DC 200362103 STEWART URETSKY 2027976000 2013-02-12 1 WILLIAM E TURCO CPA P00369217 3012963600 2011 2016-03-07 17:11:31Z STROBE TALBOTT 1775 MASSACHUSETTS AVE NW WASHINGTON DC 200362103 215697333 0 X WWW.BROOKINGS.EDU X 1939 DC ANALYZE POLICY ISSUES AND PRODUCE PRACTICAL NEW IDEAS. 48 47 554 47 3213 -127297 86934790 114836670 0 0 10780025 11958529 2507310 3989241 100222125 130784440 626561 623527 0 0 45327644 48684258 420000 72500 2592682 42548466 44582469 88922671 93962754 11299454 36821686 410039317 436930915 55596127 55622853 354443190 381308062 X THE BROOKINGS INSTITUTION (BROOKINGS) IS A PRIVATE, NON-PROFIT, INDEPENDENT PUBLIC POLICY RESEARCH ORGANIZATION. BROOKINGS'S MISSION IS TO CONDUCT HIGH-QUALITY INDEPENDENT RESEARCH AND, BASED ON THAT RESEARCH, TO ADVANCE INNOVATIVE, PRACTICAL RECOMMENDATIONS THAT ADVANCE THREE BROAD GOALS: STRENGTHEN AMERICAN DEMOCRACY; FOSTER THE ECONOMIC AND SOCIAL WELFARE, SECURITY AND OPPORTUNITY OF ALL AMERICANS, AND SECURE A MORE OPEN, SAFE, PROSPEROUS AND COOPERATIVE INTERNATIONAL SYSTEM. FOR MORE THAN 90 YEARS, BROOKINGS HAS ANALYZED CURRENT AND EMERGING ISSUES AND PRODUCED NEW IDEAS THAT MATTER - FOR THE NATION AND THE WORLD. RESEARCH AT BROOKINGS IS CONDUCTED TO INFORM THE PUBLIC DEBATE AND PROVIDE HIGH-QUALITY, NON-PARTISAN ANALYSIS ON THE CHALLENGES FACING AN INCREASINGLY INTERDEPENDENT WORLD. 0 0 19156875 623527 FOREIGN POLICY STUDIES:THE FOREIGN POLICY PROGRAM'S RESEARCH HELPS POLICYMAKERS AND THE PUBLIC ADDRESS THE GREAT CHALLENGES FACING THE UNITED STATES AND THE INTERNATIONAL COMMUNITY IN THE 21ST CENTURY. THE AIM IS TO IMPROVE AMERICA'S FOREIGN AND NATIONAL SECURITY POLICIES, ENLIGHTEN THE PUBLIC POLICY DEBATE, AND SHAPE THE EMERGING INTERNATIONAL ORDER IN FAVOR OF PEACE, SECURITY AND HUMAN PROGRESS. IN THE PAST YEAR, FOREIGN POLICY EXPERTS BOTH IN WASHINGTON AND IN OUR OVERSEAS CENTERS IN BEIJING AND DOHA EXAMINED A WIDE RANGE OF TOPICS INCLUDING THE RAPIDLY CHANGING DEVELOPMENTS THROUGHOUT THE ARAB WORLD, THE EURO ZONE CRISIS, THE WARS IN AFGHANISTAN AND IRAQ, NUCLEAR NON-PROLIFERATION, ENERGY SECURITY, MILITARY TECHNOLOGY, IRAN, INDIA, THE EVOLVING TRANSATLANTIC RELATIONSHIPS, HUMANITARIAN AID AND THE CHANGING GLOBAL ROLE OF CHINA. IN ADDITION TO PUBLISHING NUMEROUS WORKS OF SCHOLARSHIP IN FY 2012, SCHOLARS IN THE FOREIGN POLICY PROGRAM PROVIDED CONGRESSIONAL TESTIMONY AND PRESIDED OVER MORE THAN 200 PUBLIC AND PRIVATE EVENTS. 15635523 ECONOMIC STUDIES:THE ECONOMIC STUDIES PROGRAM ANALYZES CURRENT AND EMERGING ECONOMIC POLICY ISSUES IN THE UNITED STATES AND WORLDWIDE. ITS RESEARCH AIMS TO INCREASE THE PUBLIC'S UNDERSTANDING OF HOW THE ECONOMY WORKS AND WHAT CAN BE DONE TO MAKE IT WORK BETTER. IN THE PAST YEAR, ECONOMIC STUDIES EXPERTS EXAMINED THE FEDERAL BUDGET DEFICIT AND THE RISING NATIONAL DEBT, AND COMMENTED ON SUCH DIVERSE ISSUES AS THE LABOR MARKET AND JOB CREATION, FISCAL AND MONETARY POLICY, AND THE ROLE OF EDUCATION AND OPPORTUNITY IN ECONOMIC MOBILITY. ECONOMIC STUDIES ALSO PRODUCES THE BROOKINGS PAPERS ON ECONOMIC ACTIVITY, THE LEADING SOURCE OF POLICY-ORIENTED, EMPIRICAL RESEARCH ON MACROECONOMICS. IN ADDITION TO PUBLISHING NUMEROUS WORKS OF SCHOLARSHIP IN FY 2012, ECONOMIC STUDIES HELD OVER 138 EVENTS BOTH PRIVATE AND OPEN TO THE GENERAL PUBLIC, AND ECONOMIC STUDIES EXPERTS TESTIFIED 12 TIMES BEFORE CONGRESSIONAL COMMITTEES AND SUBCOMMITTEES. 12142844 METROPOLITAN POLICY:THE METROPOLITAN POLICY PROGRAM (METRO PROGRAM) PROVIDES DECISION MAKERS WITH CUTTING-EDGE TREND ANALYSIS, RESEARCH AND POLICY IDEAS THAT EMPOWER METROPOLITAN AREAS TO COMPETE AND PROSPER. THE PROGRAM BELIEVES THAT FUTURE PROSPERITY IS DEPENDENT ON DELIVERING A NEXT ECONOMY THAT IS FUELED BY INNOVATION, POWERED BY LOW CARBON, DRIVEN BY EXPORTS, RICH WITH OPPORTUNITY, AND LED BY METROPOLITAN AREAS-WHILE SIMULTANEOUSLY BUILDING SMART, SUSTAINABLE PLACES THAT EMBRACE DEMOGRAPHIC AND ECONOMIC CHANGE AND TECHNOLOGICAL ADVANCES. IN THE PAST YEAR, THE METRO PROGRAM RELEASED FIRST-OF-ITS-KIND TREND ANALYSES ON MANUFACTURING AND H-1B VISAS, CREATED METROPOLITAN EXPORT PLANS WITH FOUR METROPOLITAN AREAS, AND LAUNCHED THE GLOBAL CITIES INITIATIVE: A JOINT PROJECT OF BROOKINGS AND JPMORGAN CHASE, WHICH AIMS TO EQUIP THE LEADERS OF METROPOLITAN AMERICA WITH THE INFORMATION, POLICY INNOVATIONS AND GLOBAL CONNECTIONS THEY NEED TO BOLSTER THEIR POSITION WITHIN THE GLOBAL ECONOMY. METRO PROGRAM EXPERTS ALSO EXAMINED ISSUES RELATED TO EXPORTS, INFRASTRUCTURE, POVERTY, EMPLOYMENT AND IMMIGRATION. IN ADDITION TO PUBLISHING NUMEROUS WORKS OF SCHOLARSHIP IN FY 2012, THE METRO PROGRAM HELD OVER THIRTY-FIVE PUBLIC AND PRIVATE EVENTS, AND METRO PROGRAM EXPERTS PRESENTED IN OVER TWENTY BRIEFINGS AND TESTIMONY BEFORE WHITE HOUSE AND AGENCY COMMITTEES, CONGRESSIONAL COMMITTEES AND SUBCOMMITTEES, AND STATE AND LOCAL COMMITTEES. 9317143 GLOBAL ECONOMY AND DEVELOPMENT:THE GLOBAL ECONOMY AND DEVELOPMENT PROGRAM EXAMINES THE OPPORTUNITIES AND CHALLENGES PRESENTED BY GLOBALIZATION, WHICH HAS BECOME A CENTRAL CONCERN FOR INTERNATIONAL POLICYMAKERS, BUSINESS LEADERS, THE MEDIA AND CIVIL SOCIETY. GLOBAL ECONOMY AND DEVELOPMENT EXPERTS ADDRESS THE ISSUES SURROUNDING GLOBALIZATION WITHIN THREE KEY AREAS: THE DRIVERS SHAPING THE GLOBAL ECONOMY, THE ROAD OUT OF POVERTY AND GLOBAL PUBLIC GOODS. IN THE PAST YEAR, THE RESEARCH AGENDA FOR THE PROGRAM WAS CENTERED ON THE STATE OF THE GLOBAL ECONOMIC RECOVERY, REFORM OF INTERNATIONAL FINANCIAL INSTITUTIONS, MAKING DEVELOPMENT ASSISTANCE MORE EFFECTIVE AND TACKLING THE ISSUE OF GLOBAL CLIMATE CHANGE. IN ADDITION TO PUBLISHING NUMEROUS WORKS OF SCHOLARSHIP IN FY 2012, GLOBAL ECONOMY AND DEVELOPMENT HELD NUMEROUS EVENTS OPEN TO THE GENERAL PUBLIC. 5580049 GOVERNANCE STUDIES:THE GOVERNANCE STUDIES PROGRAM AT BROOKINGS IS ONE OF THE WORLDS MOST RECOGNIZED AND RESPECTED RESEARCH PROGRAMS, FOCUSED ON GOVERNANCE CHALLENGES IN THE U.S. AND AROUND THE WORLD, MAJOR POLICY ISSUES, AND POLITICAL INSTITUTIONS. IN ADDITION, OUR SCHOLARSHIP EVALUATES TRENDS IN PUBLIC OPINION AND POLITICAL PROCESS, AND OFFERS IDEAS ON INSTITUTIONAL REFORM TO ENSURE BETTER GOVERNANCE. VIEWED AS A PREMIER, INDEPENDENT VOICE IN THE DOMESTIC POLICYMAKING SPHERE, GOVERNANCE STUDIES IS HOME TO TWO RESEARCH CENTERS: THE BROWN CENTER ON EDUCATION POLICY AND THE CENTER FOR TECHNOLOGY INNOVATION. GOVERNANCE STUDIES EXPERTS EXAMINED THE POLITICS BEHIND FEDERAL TECHNOLOGY POLICY AND AMERICA'S ECONOMIC RECOVERY, AND COMMENTED ON OTHER TIMELY TOPICS, SUCH AS THE U.S. BUDGET CRISIS, U.S. JOB POLICIES, GUANTANAMO BAY DETENTION CENTER, JUDICIAL SELECTION REFORM, THE U.S. EDUCATIONAL SYSTEM, AND PARTISAN GRIDLOCK. IN ADDITION TO PUBLISHING NUMEROUS WORKS OF SCHOLARSHIP IN FY 2012, GOVERNANCE STUDIES HELD 54 EVENTS OPEN TO THE GENERAL PUBLIC. 2297388 1940478 BROOKINGS PRESS:THE BROOKINGS PRESS PUBLISHES PUBLIC POLICY RESEARCH BOOKS FROM BROOKINGS' OWN SCHOLARS AS WELL AS OUTSIDE AUTHORS. THE PUBLICATIONS PROVIDE EXTENSIVE BACKGROUND AND INSIGHT ON IMPORTANT PUBLIC POLICY ISSUES IN BUSINESS, ECONOMICS, GOVERNMENT AND INTERNATIONAL AFFAIRS. 2485342 COMMUNICATIONS AND WEB:THE COMMUNICATIONS OFFICE DISSEMINATES INFORMATION ABOUT BROOKINGS, ITS SCHOLARS AND THE ARRAY OF RESOURCES THAT BROOKINGS OFFERS. THE OFFICE PUBLISHES AN ANNUAL GUIDE TO BROOKINGS EXPERTS FOR POLICYMAKERS AND THE MEDIA FOR JOURNALISTS, ACADEMICS, GOVERNMENT OFFICIALS AND OTHER PERSONS INTERESTED IN CONTACTING BROOKINGS SCHOLARS AND THE BROOKINGS ANNUAL REPORT. COMMUNICATIONS OVERSEES THE COMMENTARY AND ANALYSIS THAT APPEAR ON THE BROOKINGS' WEBSITE LOCATED AT WWW.BROOKINGS.EDU, A KEY COMPONENT OF OUTREACH AND EDUCATION. 1849779 OTHER RESEARCH:INCLUDES RESEARCH INITIATIVES OF THE EXECUTIVE OFFICE, FRIDAY POLICY ROUNDTABLES, AND CROSS-PROGRAM RESEARCH. CROSS-PROGRAM RESEARCH EFFORTS INCLUDE PUBLICATIONS AND OUTREACH EVENTS ON THE ALL BROOKINGS PRIORITIES, FOUR AREAS OF RESEARCH THAT ENCOMPASS WORK FROM ALL PROGRAMS IN THE INSTITUTION ON TIMELY AND CROSS-CUTTING ISSUES SUCH AS CLIMATE CHANGE, GROWTH THROUGH INNOVATION, AND OPPORTUNITY AND WELL-BEING. 1085238 BROOKINGS EXECUTIVE EDUCATION:EXECUTIVE EDUCATION EDUCATES FEDERAL, STATE AND LOCAL GOVERNMENT OFFICIALS, AND CORPORATE EXECUTIVES THROUGH ITS PUBLIC LEADERSHIP CURRICULUM. EXECUTIVE EDUCATION ALSO ADVANCES BROOKINGS RESEARCH THROUGH PROGRAMS DESIGNED TO EXPLORE CRITICAL POLICY ISSUES IN THE UNITED STATES AND THROUGHOUT THE WORLD. 22614939 1940478 69550181 1 1 0 0 0 0 0 1 0 1 1 0 0 0 1 1 1 0 0 1 1 0 1 1 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 556 0 1 554 1 1 1 1 QA UK 0 0 0 0 0 0 0 0 X 48 47 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 AK AL AR AZ CA CO CT DC FL GA HI IL KS KY LA MA MD ME MI MS MN MO NC ND NJ NH NM NY OH OK OR PA RI SC TN UT VA WA WI WV X STEWART A URETSKY 2027976000 1775 MASSACHUSETTS AVE NW WASHINGTON DC 200362103 JOHN L THORNTON 4.00 X X 0 0 0 GLENN HUTCHINS 3.50 X X 0 0 0 SUZANNE NORA JOHNSON 3.00 X X 0 0 0 DAVID M RUBENSTEIN 2.00 X X 0 0 0 LIAQUAT AHAMED 3.00 X 0 0 0 STEVEN A DENNING 3.00 X 0 0 0 CHERYL COHEN EFFRON 3.00 X 0 0 0 BART FRIEDMAN 2.00 X 0 0 0 ANN M FUDGE 2.00 X 0 0 0 EDGAR RIOS 2.00 X 0 0 0 ROBERT J ABERNETHY 2.00 X 0 0 0 DOMINIC BARTON 2.00 X 0 0 0 ROBERT M BASS 2.00 X 0 0 0 RICHARD C BLUM 2.00 X 0 0 0 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THIS CONTRIBUTES TO AN ATMOSPHERE THAT PROMOTES CONVERSATION AND INTERACTION. DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: BROOKINGS CAREFULLY BALANCES ITS FUNDING TO RESPOND TO CURRENT POLICY ISSUES AS WELL AS UNDERTAKE LONG-TERM RESEARCH PROJECTS. AS NEW CHALLENGES EMERGE, THE ENDOWMENT IS USED TO MAKE NEW RESEARCH PROJECTS POSSIBLE, SUPPORTING CORE ADMINISTRATIVE COSTS, AS WELL AS, SCHOLAR-DRIVEN RESEARCH. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: BROOKINGS IS EXEMPT FROM FEDERAL INCOME TAXES ON ITS EXEMPT ACTIVITIES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (THE CODE) AND HAS BEEN DESIGNATED BY THE INTERNAL REVENUE SERVICE AS A "PUBLICLY SUPPORTED" ORGANIZATION UNDER SECTION 509(A)(1) OF THE CODE. BROOKINGS ENGAGES IN CERTAIN ACTIVITIES THAT PRODUCE UNRELATED BUSINESS INCOME, AS DEFINED BY FEDERAL INCOME TAX REGULATIONS. WHEN TAX RETURNS ARE FILED, IT IS HIGHLY CERTAIN THAT SOME POSITIONS TAKEN WOULD BE SUSTAINED UPON EXAMINATION BY THE TAXING AUTHORITIES, WHILE OTHERS ARE SUBJECT TO UNCERTAINTY ABOUT THE MERITS OF THE POSITION TAKEN OR THE AMOUNT OF THE POSITION THAT WOULD BE ULTIMATELY SUSTAINED. THE BENEFIT OF A TAX POSITION IS RECOGNIZED IN THE FINANCIAL STATEMENTS IN THE PERIOD DURING WHICH, BASED ON ALL AVAILABLE EVIDENCE, MANAGEMENT BELIEVES IT IS MORE LIKELY THAN NOT THAT THE POSITION WILL BE SUSTAINED UPON EXAMINATION, INCLUDING THE RESOLUTION OF APPEALS OR LITIGATION PROCESSES, IF ANY. TAX POSITIONS TAKEN ARE NOT OFFSET OR AGGREGATED WITH OTHER POSITIONS. TAX POSITIONS THAT MEET THE MORE-LIKELY-THAN-NOT RECOGNITION THRESHOLD ARE MEASURED AS THE LARGEST AMOUNT OF TAX BENEFIT THAT IS MORE THAN 50% LIKELY OF BEING REALIZED UPON SETTLEMENT WITH THE APPLICABLE TAXING AUTHORITY. THE PORTION OF THE BENEFITS ASSOCIATED WITH TAX POSITIONS TAKEN THAT EXCEEDS THE AMOUNT MEASURED AS DESCRIBED ABOVE IS REFLECTED AS A LIABILITY FOR UNRECOGNIZED TAX BENEFITS IN THE ACCOMPANYING BALANCE SHEET, ALONG WITH ANY ASSOCIATED INTEREST AND PENALTIES THAT WOULD BE PAYABLE TO THE TAXING AUTHORITIES UPON EXAMINATION. BROOKINGS FILES INCOME TAX RETURNS IN THE U.S. FEDERAL JURISDICTION. AS OF JUNE 30, 2012, AND FOR THE YEAR THEN ENDED, THERE WERE NO MATERIAL UNRECOGNIZED/DERECOGNIZED TAX BENEFITS OR TAX PENALTIES OR INTEREST. GENERALLY, BROOKINGS IS NO LONGER SUBJECT TO U.S. FEDERAL INCOME TAX EXAMINATIONS BY TAX AUTHORITIES FOR YEARS BEFORE 2009. PART XI, LINE 8 - OTHER ADJUSTMENTS: GAIN/(LOSS) ON FOREIGN CURRENCY EXCHANGE 18,244. EFFECT OF ADOPTION PROVISIONS SFAS NO. 158 288,000. TOTAL TO SCHEDULE D, PART XI, LINE 8: 306,244. PART XII, LINE 2D - OTHER ADJUSTMENTS: GAIN/(LOSS) ON FOREIGN CURRENCY EXCHANGE 18,244. PART XII, LINE 4B - OTHER ADJUSTMENTS: COST OF GOODS SOLD REPORTED ON LINE 10B -392,488. PART XIII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD REPORTED ON LINE 10B 392,488. 1 EAST ASIA AND THE PACIFIC - 1 4 PROGRAM SERVICES, MAINTAINING OFFICES PUBLIC POLICY RESEARCH 623757 MIDDLE EAST AND NORTH AFRICA - 1 10 PROGRAM SERVICES, FUNDRAISING ACTIVITIES, MAINTAINING OFFICES PUBLIC POLICY RESEARCH 2631051 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 GRANT TO RECIPIENT 60000 2 14 0 0 2 14 3314808 0 3314808 PROGRAM SERVICES EUROPE (INCLUDING ICELAND & GREENLAND) 1 60000 WIRE TRANSFER 0 0 0 0 0 1 PROCEDURE FOR MONITORING GRANTS OUTSIDE THE U.S.: SCHEDULE F, PART I, LINE 2: THE BROOKINGS INSTITUTION MAINTAINS RECORDS OF HOW GRANT FUNDS ARE USED AND VERIFIES THROUGH REGULAR REPORTS AND COMMUNICATIONS THAT GRANTS ARE USED IN A WAY CONSISTENT WITH THEIR ORIGINAL PURPOSE. X X X X X X 1 COMMUNITY COUNSELLING SERVICE CO LLC 1730 RHODE ISLAND AVENUE NW WASHINGTON DC 20036 CAMPAIGN CONSULTING 0 0 72500 -72500 72500 -72500 AL AK AZ AR CA CO CT FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV DE NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX VT VA WA WV WI WY 1 FELLOWSHIP STIPENDS 19 563527 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: BROOKINGS DOES NOT ISSUE GRANTS TO OTHER ORGANIZATIONS. BROOKINGS DOES ISSUE FELLOWSHIP STIPENDS TO INDIVIDUALS. THESE DISBURSEMENTS ARE MONITORED AS THE INDIVIDUALS ARE GENERALLY RESIDENTS AT BROOKINGS AND THEIR WORK IS SUPERVISED BY THEIR BROOKINGS ADVISOR. X X X X 0 0 0 0 0 0 0 0 0 STROBE TALBOTT 415980 0 20700 0 2260 0 29400 0 12457 0 480797 0 0 0 STEWART URETSKY 259251 0 47420 0 16500 0 0 0 3115 0 326286 0 0 0 STEVE BENNETT 253067 0 15000 0 0 0 29400 0 724 0 298191 0 0 0 WILLIAM ANTHOLIS 258195 0 7500 0 0 0 29400 0 22658 0 317753 0 0 0 ALEXIS BATAILLON 172842 0 0 0 11375 0 5850 0 4936 0 195003 0 0 0 CATHERINE PIEZ 258280 0 4000 0 825 0 29400 0 11839 0 304344 0 0 0 EVE DUBROW 188298 0 54000 0 0 0 23204 0 17654 0 283156 0 0 0 MARTIN INDYK 300064 0 15000 0 108 0 29400 0 11985 0 356557 0 0 0 BRUCE KATZ 288899 0 15000 0 168 0 29400 0 29969 0 363436 0 0 0 KAREN DYNAN 264680 0 0 0 22400 0 9625 0 3405 0 300110 0 0 0 KEMAL DERVIS 264078 0 10000 0 9188 0 23986 0 3405 0 310657 0 0 0 TED GAYER 254251 0 15000 0 416 0 29400 0 6507 0 305574 0 0 0 WILLIAM G GALE 288307 0 58916 0 4845 0 29400 0 21809 0 403277 0 0 0 MARK B MCCLELLAN 220364 0 58632 0 53 0 27589 0 22602 0 329240 0 0 0 DARRELL M WEST 248560 0 15000 0 0 0 29400 0 16578 0 309538 0 0 0 LAWRENCE S KOCOT 201887 0 49651 0 0 0 24185 0 859 0 276582 0 0 0 GROVER WHITEHURST 239633 0 5000 0 0 0 28530 0 932 0 274095 0 0 0 DISTRICT OF COLUMBIA 536001131 2548394Z3 2009-02-12 39290000 RENOVATION OF EXISTING FACILITIES, ACQUIRE NEW FACILITY AND RELATED COSTS 0 0 0 38974198 863272 38110926 2011 0 0 1 1 0 0 1 1 0 1 1 0 0 0 0 0 X X 13 3154804 FMV 0 1 0 FORM 990, PART VI, SECTION A, LINE 4 THE BROOKINGS INSTITUTION UPDATED BYLAWS AND ARTICLES OF INCORPORATION IN FY12: NEW BYLAWS WAS ADOPTED IN JUNE 2012 AND FOLLOWING ARE CHANGES TO THE BYLAWS: - THERE WERE A NUMBER OF SMALL "CLEAN-UP" AND CONSISTENCY CORRECTIONS IN THE DOCUMENT, AS WELL AS CHANGES REQUIRED TO COMPLY WITH THE NEW DISTRICT OF COLUMBIA NONPROFIT CORPORATION ACT (THE "ACT"). - ONE MAJOR CHANGE TO THE BYLAWS IS THE CLARIFICATION AND SIMPLIFICATION OF THE LIMITATION OF LIABILITY AND INDEMNIFICATION PROVISION, BY SIMPLY STATING THAT THE INSTITUTION WILL INDEMNIFY ITS TRUSTEES, OFFICERS AND EMPLOYEES TO THE FULLEST EXTENT PERMITTED BY LAW. MANY OF THE PROCEDURAL DETAILS AND STANDARDS REGARDING INDEMNIFICATION ARE NOW SET FORTH IN THE NEW ACT SO THE BYLAWS NOW SIMPLY REFER TO THE LAW. - IN ADDITION, ANOTHER MAJOR CHANGE IN THE ACT IS THE EXPLICIT DISTINCTION BETWEEN COMMITTEES OF THE BOARD (THOSE THAT EXERCISE A CORPORATION'S AUTHORITY) AND ADVISORY COMMITTEES. AS BROOKINGS ALREADY RECOGNIZED THIS DISTINCTION, THE CONFORMING AMENDMENTS ARE NOT EXCESSIVE. COMMITTEES OF THE BROOKINGS BOARD ARE: THE AUDIT, COMPENSATION, EXECUTIVE, AND INVESTMENT COMMITTEES. BROOKINGS ADVISORY COMMITTEES ARE: BUDGET AND FINANCE, DEVELOPMENT AND NOMINATIONS AND GOVERNANCE COMMITTEES AS WELL AS THE COMMITTEE ON PUBLIC RESPONSIBILITY AND ETHICS. - FURTHER REVISIONS WERE MADE TO SOME OF THE COMMITTEE SECTIONS. CHANGES WERE MADE TO THE COMMITTEE DESCRIPTIONS REFLECTING THE DESIRE ON THE PART OF THE RELEVANT COMMITTEE CHAIRS AND MANAGEMENT FOR MORE COORDINATION BETWEEN THE BUDGET AND FINANCE COMMITTEE AND THE DEVELOPMENT COMMITTEE. CHANGES WERE MADE TO MAKE THE TERMS OF COMMITTEE APPOINTMENTS CONSISTENT-THREE YEAR APPOINTMENTS FOR ALL COMMITTEES-AND TO OTHERWISE REFLECT ACTUAL COMMITTEE PRACTICE AND CREATE FLEXIBILITY. FOR EXAMPLE, THE REQUIREMENT THAT THE AUDIT COMMITTEE REVIEW THE AUDIT AT ITS FALL MEETING HAS BEEN ELIMINATED, THEREBY PERMITTING REVIEW AT ANY MEETING. ARTICLES OF INCORPORATION: THE INSTITUTION'S ARTICLES OF INCORPORATION ARE DATED 1939 AND A CERTIFICATE OF ELECTION WAS FILED FOR THE INSTITUTION IN 1987. THE CERTIFICATE OF ELECTION RESTATED THE ARTICLES AND AGREED TO GOVERNANCE UNDER THE THEN "NEW," (NOW OLD) NONPROFIT CORPORATION CODE. BY AMENDING AND RESTATING THE ARTICLES, WHEN SOMEONE ASKS THE DISTRICT OF COLUMBIA FOR BROOKINGS'S ARTICLES, HE WILL GET A SINGLE, CURRENT DOCUMENT. THE AMENDED AND RESTATED ARTICLES OF INCORPORATION REFLECT THREE MAJOR CHANGES. FIRST, LANGUAGE HAS BEEN ADDED TO CLARIFY THAT THE BOARD MAY DETERMINE ITS OWN SIZE. SECOND, LANGUAGE HAS BEEN ADDED TO PERMIT INDEMNIFICATION OF TRUSTEES, OFFICERS, AND EMPLOYEES TO THE FULL EXTENT PERMITTED BY LAW. AND, THIRD, A DISSOLUTION CLAUSE HAS BEEN ADDED TO CLARIFY THAT UPON DISSOLUTION, THE INSTITUTION'S ASSETS MUST BE DISTRIBUTED TO ANOTHER 501(C)(3) ENTITY. THIS WAS INCLUDED IN OUR CERTIFICATE OF ELECTION AND IS REQUIRED BY THE CODE, BUT CERTAIN STATE REGULATORS WANT AND EXPECT TO ALSO SEE IT IN AN ORGANIZATION'S ARTICLES OF INCORPORATION. FORM 990, PART VI, SECTION B, LINE 11 THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES HAS APPOINTED THE AUDIT COMMITTEE OF THE BOARD AS THE RESPONSIBLE BOARD PARTY FOR REVIEWING THE FORM 990 AND 990T EACH YEAR STARTING WITH THE FISCAL YEAR ENDED JUNE 30, 2009. ONCE THE FORM HAS BEEN COMPLETED IT IS REVIEWED INTERNALLY BY THE PRESIDENT, THE CHIEF FINANCIAL OFFICER, THE CONTROLLER, GENERAL COUNSEL AND OTHER MEMBERS OF THE SENIOR STAFF, ALONG WITH THE AUDIT COMMITTEE. ONCE THOSE REVIEWS ARE COMPLETED AND THE DOCUMENT HAS BEEN APPROVED, IT IS SENT TO ALL VOTING MEMBERS OF THE BOARD OF TRUSTEES BEFORE IT IS FILED WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C EACH YEAR, ALL BROOKINGS PERSONNEL AND CERTAIN AFFILIATES ARE REQUIRED TO COMPLETE A DISCLOSURE AND ACKNOWLEDGMENT FORM RELATED TO THE INSTITUTION'S CONFLICT OF INTEREST POLICY. SPECIFICALLY, ALL EMPLOYEES ARE REQUIRED TO ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTOOD AND ARE COMMITTED TO ABIDING BY THE INSTITUTION'S CONFLICT OF INTEREST POLICY AS WELL AS CERTAIN OTHER INSTITUTIONAL POLICIES. HOWEVER, SCHOLARS, OFFICERS AND FINANCIAL AND ADMINISTRATIVE PERSONNEL ARE ADDITIONALLY REQUIRED TO DISCLOSE ANY POTENTIAL CONFLICTS OF INTEREST. ALL FORMS ARE SUBMITTED TO THE OFFICE OF THE GENERAL COUNSEL, WHICH REVIEWS THEM AND HAS DISCRETION TO MAKE RECOMMENDATIONS OR RAISE CONCERNS WITH AFFECTED INDIVIDUALS AS APPROPRIATE. THE TRUSTEE CONFLICT OF INTEREST POLICY IS ENFORCED SIMILARLY. EACH YEAR THE BOARD COORDINATOR DISTRIBUTES THE TRUSTEE CONFLICT OF INTEREST POLICY AND ANNUAL ACKNOWLEDGMENT FORM TO THE INSTITUTION'S TRUSTEES. THE BOARD COORDINATOR THEN ENSURES THAT EACH TRUSTEE RETURNS HIS OR HER ACKNOWLEDGMENT AND REVIEWS THE FORMS FOR ANY RELEVANT CONFLICTS OF INTEREST. THE BOARD'S COMMITTEE ON PUBLIC RESPONSIBILITY AND ETHICS IS RESPONSIBLE FOR THE CONTENT OF THE FORM. IN ADDITION, ON MARCH 5, 2012 THE BOARD ADOPTED A TRUSTEE CODE OF CONDUCT. MINOR ISSUES INVOLVING POTENTIAL OR APPARENT CONFLICTS OF INTEREST AND QUESTIONS ABOUT THE SAME ARE RESOLVED BY THE GENERAL COUNSEL IN CONSULTATION WITH OTHER MEMBERS OF SENIOR MANAGEMENT AS APPROPRIATE. MAJOR CONFLICT OF INTEREST ISSUES AND CONFLICT OF INTEREST ISSUES INVOLVING TRUSTEES ARE REFERRED TO THE COMMITTEE ON PUBLIC RESPONSIBILITY AND ETHICS AND, DEPENDING ON THE CIRCUMSTANCES, THE AUDIT COMMITTEE. THE GENERAL COUNSEL REGULARLY CONFERS WITH THE CHAIR OF THE COMMITTEE ON PUBLIC RESPONSIBILITY AND ETHICS REGARDING THE INSTITUTION'S CONFLICT OF INTEREST POLICY AND ANY CONFLICT OF INTEREST ISSUES. FORM 990, PART VI, SECTION B, LINE 15 THE INSTITUTION'S BYLAWS AS AMENDED ON MAY 5, 2010, PROVIDE FOR A COMPENSATION COMMITTEE CONSISTING OF THE CHAIR OF THE BOARD OF TRUSTEES AND FOUR (4) "AT-LARGE" ELECTED TRUSTEES APPOINTED BY THE CHAIR OF THE BOARD AND DETERMINED BY THE CHAIR TO BE FREE OF ANY CONTRACTUAL OR OTHER RELATIONSHIPS THAT WOULD PUT INTO QUESTION THE EXERCISE OF HIS OR HER INDEPENDENT JUDGMENT. THE COMPENSATION COMMITTEE HAS THE AUTHORITY TO SET THE SALARY OF THE PRESIDENT AND SUCH OTHER OFFICERS, DIRECTORS, MANAGERS OR EMPLOYEES AS THE EXECUTIVE COMMITTEE OR AUDIT COMMITTEE RECOMMENDS BE SET BY THE COMPENSATION COMMITTEE. IN SETTING SUCH SALARIES, THE COMPENSATION COMMITTEE ASKS THE DIRECTOR OF HR TO GATHER RELEVANT SALARY COMPARABILITY DATA AND RECORD COMMITTEE MINUTES WHICH CLEARLY DOCUMENT THE COMMITTEE'S DECISIONS AND THE RATIONALE UNDERLYING SUCH DECISIONS. FORM 990, PART VI, SECTION C, LINE 19 BROOKINGS MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FORM 990 AVAILABLE UPON REQUEST. INQUIRIES COME TO THE ORGANIZATION'S ATTENTION VIA E-MAIL, PHONE AND MAIL. WHENEVER POSSIBLE, BROOKINGS REPLIES BY PROVIDING AN ELECTRONIC COPY OR BY DIRECTING REQUESTORS TO GUIDESTAR.ORG. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -10,263,058. GAIN/(LOSS) ON FOREIGN CURRENCY EXCHANGE 18,244. EFFECT OF ADOPTION PROVISIONS SFAS NO. 158 288,000. TOTAL TO FORM 990, PART XI, LINE 5: -9,956,814.