2013-01-31T15:22:07-06:00 2012-06-30 420714325 MCGLADREY LLP 9737 WASHINGTONIAN BLVD 400 GAITHERSBURG MD 208787340 990 2011-07-01 530159845 URBAN LAND INSTITUTE URBA 2026247000 1025 THOMAS JEFFERSON STREET N W NO 500-W WASHINGTON DC 20007 PATRICK L PHILLIPS 2026247000 2013-01-29 1 WILLIAM E TURCO CPA P00369217 3012963600 2011 2016-02-25 16:41:14Z PATRICK L PHILLIPS 1025 THOMAS JEFFERSON STREET N W NO 500- WASHINGTON DC 20007 57001580 0 X WWW.ULI.ORG X 1936 IL TO PROVIDE LEADERSHIP IN THE RESPONSIBLE USE OF LAND AND IN CREATING AND SUSTAINING THRIVING COMMUNITIES WORLDWIDE. 15 13 171 2811 1398473 -250 10006642 4088464 41196521 49105924 396027 174521 0 0 51599190 53368909 1237549 1386647 0 0 17700433 18654968 0 0 1240749 27682597 33136107 46620579 53177722 4978611 191187 53584265 54470542 13460742 14194969 40123523 40275573 X TO PROVIDE LEADERSHIP IN THE RESPONSIBLE USE OF LAND AND IN CREATING AND SUSTAINING THRIVING COMMUNITIES WORLDWIDE. 0 0 20589948 29704 17433092 DISTRICT COUNCILS:THE PURPOSE OF THE DISTRICT COUNCILS PROGRAM IS TO PROVIDE ULI'S PRESENCE AT THE LOCAL LEVEL, THROUGH THE DEVELOPMENT AND PRESENTATION OF PROGRAMS OF WORK THAT ADDRESS LOCAL REAL ESTATE AND URBAN PLANNING ISSUES. THE ACTIVITIES RECORDED HERE REPRESENT THE ACTIVITIES PERFORMED DIRECTLY BY THE DISTRICT COUNCILS WHICH ARE ACCOUNTED FOR SEPARATELY WITHIN ULI, AS WELL AS, THE COSTS INCURRED BY ULI AT THE NATIONAL LEVEL TO SUPPORT THE DISTRICT COUNCIL PROGRAM. THE MAJORITY OF THE COSTS AT THE NATIONAL LEVEL ARE FOR PROGRAM SUPPORT AND LOGISTICAL SUPPORT, AS WELL AS, COMMUNITY OUTREACH EFFORTS IN THE AREAS OF REGIONAL COOPERATION, URBAN REVITALIZATION, AND EDUCATING HIGH SCHOOL STUDENTS ON LAND USE AND DEVELOPMENT ISSUES. 6174312 12746211 MEETINGS/CONFERENCES:THE MEETING PROGRAM REPRESENTS THE REVENUES AND EXPENSES RELATED TO ULI'S SPRING AND FALL ANNUAL MEETINGS WHILE THE CONFERENCE PROGRAM FOCUSES ON DEVELOPMENT TOPICS OF IMMEDIATE INTEREST, SUCH AS RESORT AND MASTER PLANNED COMMUNITIES, ENTERTAINMENT, AND INTERNATIONAL REAL ESTATE FINANCE AND INVESTMENT. 5436209 1324 2110319 CENTERS-AREAS OF CONTENT FOCUS:THE ULI TERWILLIGER CENTER FOR WORKFORCE HOUSING SUPPORTS DEVELOPMENT OF HOUSING AFFORDABLE TO MODERATE- INCOME WORKERS. ESTABLISHED IN 2007, THE CENTER WILL IDENTIFY AND ELIMINATE BARRIERS TO WORKFORCE HOUSING PRODUCTION BY RAISING AWARENESS OF THE AFFORDABILITY GAP AND ADVOCATING CHANGES IN PUBLIC POLICY.ULI'S EUROPEAN RESEARCH CENTER OVERSEES STRATEGY AND DELIVERY FOR BROAD RANGE OF PROJECTS INCLUDING EMERGING TRENDS EUROPE, LESSEN, AND INFOBURSTS.THE ULI/DANIEL ROSE CENTER FOR PUBLIC LEADERSHIP IN LAND USE WAS ESTABLISHED IN 2009. ITS MISSION IS TO EMPOWER LEADERS IN THE PUBLIC SECTOR TO ENVISION, BUILD AND SUSTAIN SUCCESSFUL 21ST CENTURY COMMUNITIES BY PROVIDING ACCESS TO INFORMATION, BEST PRACTICES, PEER NETWORKS AND OTHER RESOURCES TO FOSTER CREATIVE, EFFICIENT AND SUSTAINABLE LAND USE PRACTICES.THE CAPITAL MARKETS CENTER MISSION IS TO PROVIDE LEADERSHIP IN FOSTERING AND ENHANCING A HEALTHY AND PRODUCTIVE REAL ESTATE INDUSTRY AND REAL ESTATE CAPITAL MARKETS SECTOR THAT IN TURN PROMOTE THRIVING AND SUSTAINABLE COMMUNITIES AND REAL ESTATE MARKETS WORLDWIDE, THROUGH RESEARCH, TREND ANALYSIS, EDUCATION, EVENTS, PUBLICATIONS, WEBSITES AND WEB-BASED RESOURCES, ADVOCACY, AND THROUGH LEADERSHIP.THE INFRASTRUCTURE CENTER CONSIDERS THE ROLE OF INFRASTRUCTURE IN THE DEVELOPMENT AND OPERATIONS OF THE URBAN FORM. THERE ARE THREE MAJOR WORK STREAMS: ANALYSIS AND COMMENT ON FEDERAL POLICY AND FUNDING; DIRECT WORK WITH DISTRICT COUNCILS TO ASSIST THEM IN LAND USE PLANNING AND DEVELOPMENT, PARTICULARLY AROUND TRANSIT CORRIDOR DEVELOPMENT; AND RESEARCH AND PRODUCTION OF AN ANNUAL INFRASTRUCTURE REPORT WHICH CONSIDERS INFRASTRUCTURE ISSUES ON A WORLD WIDE BASIS.THE CENTER FOR SUSTAINABILITY ENCOMPASSES ULI'S CLIMATE CHANGE, LAND USE AND ENERGY (CLUE) INITIATIVE WHICH CONDUCTS RESEARCH AND PROGRAMMING ACROSS PRIMARY TOPIC AREAS INCLUDING: 1) THE CHANGING NATURE OF BUSINESS PRACTICES AT THE NEXUS OF FINANCE, ENERGY AND BUILDINGS, 2) NEW FORMS OF PUBLIC-PRIVATE PARTNERSHIPS THAT ALIGN REAL ESTATE WITH A NEW GENERATION OF PUBLIC BENEFITS, AND 3) THE EMERGING ROLE OF NEW TECHNOLOGIES IN TRANSFORMING LOCAL MARKETS TO ACHIEVE COMMUNITY SUSTAINABILITY GOALS.THE URBAN INVESTMENT NETWORK PROVIDES A FORUM FOR EXCHANGE OF KNOWLEDGE BETWEEN PUBLIC AND PRIVATE STAKEHOLDERS TO INCREASE THE LEVEL OF INVESTMENT IN URBAN DEVELOPMENT AND REGENERATION IN EUROPE.THE ROBERT C. LARSON LEADERSHIP INITIATIVE ENABLES ULI TO ADD LEADERSHIP DEVELOPMENT ACTIVITIES TO ITS PROGRAM OF WORK AND EXTEND THE INSTITUTE'S REACH TO MANY MORE CURRENT AND POTENTIAL LEADERS. THE INITIATIVE ALSO SUPPORTS THE WORK OF THE ULI WOMEN'S LEADERSHIP INITIATIVE WHOSE MISSION IS TO RAISE THE VISIBILITY AND NUMBER OF WOMEN LEADERS IN ULI AND THE REAL ESTATE INDUSTRY.THE ULI GREENPRINT CENTER IS A CATALYST FOR CHANGE, TAKING MEANINGFUL, IMMEDIATE AND MEASUREABLE ACTIONS TO GENERATE REAL ESTATE SOLUTIONS THAT IMPROVE THE ENVIRONMENT THROUGH ENERGY EFFICIENCY WHILE DEMONSTRATING THE CORRELATION WITH INCREASED PROPERTY VALUES. GREENPRINT FOCUSES ON REDUCING THE CARBON FOOTPRINT OF EXISTING BUILDINGS, WHICH CURRENTLY REPRESENT ONE THIRD OF GLOBAL CARBON EMISSIONS, AND WORKS TO ACHIEVE ITS CARBON REDUCTION GOALS THROUGH EDUCATION AND ACTION. THE CENTER USES THE COLLECTIVE POWER OF ITS MEMBERSHIP TO LEAD BY EXAMPLE IN LOWERING CARBON EMISSIONS BY EXPLORING AND IMPLEMENTING ENERGY-REDUCING TECHNOLOGIES, SHARING THEIR PERFORMANCE RESULTS WITH THE PUBLIC THROUGH THE GREENPRINT PERFORMANCE REPORT, TM. 2177941 2054956 PUBLISHING/URBAN LAND MAGAZINE:PUBLISHING REPRESENTS THE SALES AND RELATED EXPENSES OF ULI'S BOOK PUBLISHING PROGRAM. THE URBAN LAND MAGAZINE IS A SIGNIFICANT MEMBERSHIP BENEFIT. IT PROMOTES ULI'S VISION AND MISSION BY PUBLISHING ON LAND USE POLICY AND REAL ESTATE PRACTICE, EDUCATING TO IMPROVE THE TOTAL ENVIRONMENT, AND ESTABLISHING ULI AS AN INFLUENTIAL INDUSTRYVOICE AND LEADER. 1841871 11296103 MEMBERSHIP SERVICES:THE REVENUES OF THIS PROGRAM REPRESENT THE MEMBERSHIP DUES FROM MEMBERS. THE EXPENSES RELATE TO MEMBERSHIP RECRUITMENT AND RETENTION EFFORTS, AS WELL AS ORDER PROCESSING AND FULL MEMBER ADMISSIONS ACTIVITIES. 1374672 1190566 COUNCILS:ULI COUNCILS PROVIDE A FORUM FOR INFORMATION EXCHANGE ON THE STATE-OF-THE-ART OF A VARIETY OF DEVELOPMENT SECTORS. MEMBERSHIP IS BY APPOINTMENT AND LIMITED TO FULL MEMBERS. ULI CURRENTLY HAS 49 DOMESTIC AND 5 GLOBAL COUNCILS, FOCUSING ON AREAS OF ACTIVITY IN DEVELOPMENT PRODUCTS, DEVELOPMENT PROCESSES, AND INTERNATIONAL ISSUES. 1317540 1000 COMMUNICATIONS/VIRTUAL ULI:THIS INCLUDES INTERNAL AND EXTERNAL COMMUNICATIONS PROGRAMS-MEDIA RELATIONS, BRANDING, CORPORATE COMMUNICATIONS, AND WEB PAGE SUPPORT. 1275119 1275119 ULI FOUNDATION:ULIF TRANSFERS 100% OF FUNDS RAISED THROUGH THE ANNUAL FUND PROGRAM TO ULI TO SUPPORT ONGOING ULI PROGRAMS. IN RETURN, ULI ADDS TO ITS ANNUAL BUDGET ALL ULIF OPERATING EXPENSES THROUGH THE FORM OF A CONTRIBUTION TO ULIF. 1203561 1565832 ADVISORY SERVICES:ULI PROVIDES TECHNICAL EXPERTISE OF ITS MEMBERS TO CITIES, PRIVATE DEVELOPERS, AND OTHER ORGANIZATIONS THAT NEED OBJECTIVE ANALYSIS AND ADVICE ON HOW TO SOLVE DIFFICULT LAND USE, DEVELOPMENT, AND REDEVELOPMENT PROBLEMS. 999527 FELLOWS:SENIOR RESIDENT FELLOWS ARE EXPERTS IN THEIR RESPECTIVE FIELDS AND WORK CLOSELY WITH THE MOST INFLUENTIAL PEOPLE IN THE INDUSTRY. BY EXTERNALIZING ULI'S POLICY AND PRACTICE AGENDA, THE SENIOR RESIDENT FELLOWS POSITIONS ULI AT THE FOREFRONT OF POLICY DEBATES, AND DEVELOP AND BROADEN ULI'S REACH. 710643 696936 PROFESSIONAL DEVELOPMENT:THIS DEPARTMENT CONTAINS THE ACTIVITIES OF ULI'S CONTINUING EDUCATION PROGRAMS. 503752 80500 119 AWARDS:ULI IS WIDELY RECOGNIZED AS THE PREEMINENT VOICE FOR ENCOURAGING AND FOSTERING HIGH STANDARDS OF LAND USE PLANNING AND REAL ESTATE DEVELOPMENT. ULI CELEBRATES THE PEOPLE AND PROJECTS THAT EMBODY BEST PRACTICE THROUGH THE AWARDS FOR EXCELLENCE PROGRAM, THE ULI J.C. NICHOLS PRIZE FOR VISIONARIES IN URBAN DEVELOPMENT, THE ULI GERALD D. HINES STUDENT URBAN DESIGN COMPETITION, AND THE ULI AMANDA BURDEN URBAN OPEN SPACE AWARD. 30153 INVESTMENTS:ULI'S INVESTMENTS PRIMARY PURPOSE IS TO PROVIDE A READILY ACCESSIBLE SOURCE OF CASH IN THE EVENT OF AN ECONOMIC DOWNTURN. PRESERVATION OF CAPITAL AND LIQUIDITY ARE THE PARAMOUNT FEATURES OF THIS INVESTMENT PROGRAM. THE TIME HORIZON OF THESE INVESTMENTS THEREFORE HAS TO BE SHORT TO INTERMEDIATE TERM, WITH A RELATIVELY LOW RISK PROFILE. 10790 ULI DEVELOPMENT 11434779 1355619 16816302 43635248 1 1 0 0 0 0 0 0 0 1 1 0 0 1 1 1 0 1 0 1 1 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 0 0 1 X 226 0 1 171 1 1 1 1 UK BE HK AE 0 0 0 0 0 0 0 0 X 15 13 0 0 0 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 0 AZ CA CO CT DC FL GA IL IN MA MD MN NY SC TX VA WA X X MICHAEL TERSECK ULI 2026247000 1025 THOMAS JEFFERSON STREET N W NO WASHINGTON DC 20007 PETER S RUMMELL 7.50 X X 0 0 0 LYNN THURBER 2.00 X X 0 0 0 CHARLES B LEITNER 2.00 X X 0 0 0 JAMES D KLINGBEIL 2.00 X 0 0 0 SCOTT D MALKIN 2.00 X 0 0 0 JEREMY NEWSUM 2.00 X 0 0 0 JOSEPH F AZRACK 2.00 X 0 0 0 RANDALL BONE 2.00 X 0 0 0 RAYMOND CHOW 2.00 X 0 0 0 MICHAEL D FASCITELLI 2.00 X 0 0 0 ROBERT C LIEBER 2.00 X 0 0 0 TODD W MANSFIELD 2.00 X 0 0 0 HAMID R MOGHADAM 2.00 X 0 0 0 JOHN H ZEHNER 2.00 X 0 0 0 PATRICK L PHILLIPS 38.00 X X 568509 0 36464 RICHARD ROSAN 38.00 X 413038 0 23956 CHERYL G CUMMINS 38.00 X 447789 0 24618 MICHAEL TERSECK 38.00 X 333952 0 16758 JOSEPH MONTGOMERY 38.00 X 235789 0 713 JOHN FITZGERALD 38.00 X 234050 0 31420 DAVID HOWARD 38.00 X 222144 0 33612 PAMELA PATENAUDE 38.00 X 210630 0 30649 MARY BETH CORRIGAN 38.00 X 186775 0 11047 MICHAEL HORST 38.00 X 185333 0 23469 GAYLE BERENS 38.00 X 181675 0 22395 LORI HATCHER 38.00 X 173521 0 9749 SUZAN YUNGNER 38.00 X 168636 0 15051 DEAN SCHWANKE 38.00 X 163845 0 31027 UWE BRANDES 38.00 X 150689 0 28442 MAUREEN MCAVEY 38.00 X 248154 0 22815 MARTA GOLDSMITH 38.00 X 211085 0 16911 EDWARD MCMAHON 38.00 X 204072 0 34331 THOMAS MURPHY 38.00 X 198634 0 10921 STEPHEN BLANK 38.00 X 190635 0 35967 4928955 0 460315 56 0 1 0 RELIANCE TELESERVICE 1510 RITCHIE HWY STE 204 ARNOLD MD 21012 CUSTOMER SERVICE 1035227 FREEMAN AUDIO VISUAL SOLUTIONS PO BOX 650519 DALLAS TX 752650519 MEETING AUDIOVISUAL CONSULTING 768192 THE BASTIAN BROUP PO BOX 3610 EVERGREEN CO 84037 MEETING LOGISTICS CONSULTING 597407 FREEMAN PO BOX 650036 DALLAS TX 752650036 MEETING DECORATING CONSULTING 444338 MCCARTHY MCSHERRY & ASSOCIATES 1700 WEST IRVING PARK RD STE 208 CHICAGO IL 60613 MEETING, EVENT & MANAGEMENT SERVICES 312163 27 4088464 4088464 DISTRICT COUNCILS 900099 17433092 17433092 MEETINGS & CONFERENCES 900099 12746211 12746211 MEMBERSHIP DUES 900099 11296103 11296103 CENTERS 900099 2110319 2110319 PUB./URBAN LAND MAG. 541800 2054956 656483 1398473 3465243 3465243 49105924 99687 99687 3707505 3632671 74834 74834 74834 53368909 47707451 1398473 174521 1296744 1296744 89903 89903 3202507 1294053 1759433 149021 12279960 9932654 1874178 473128 746436 541259 175182 29995 1449792 1051278 340256 58258 976273 707919 229123 39231 197566 1348 196218 115916 115916 30153 30153 8611267 7223837 1242970 144460 54466 43734 10732 2131557 1804759 284246 42552 798815 94707 704108 1658444 1136015 433356 89073 2034869 1682698 327715 24456 104022 104022 9468013 9192269 173506 102238 981865 712519 223423 45923 186506 46945 139561 DISTRICT COUNCIL DUES S 2471841 2471841 DISTRICT COUNCIL ADMINI 2417001 2417001 CREDIT CARD FEES 601781 593967 5010 2804 MEMBER RECOGNITION 445328 397806 11019 36503 826697 767817 55773 3107 53177722 43635248 8301725 1240749 400 400 6182440 7281036 956753 1072611 272006 220775 822513 821353 9679470 6978365 3304931 2701105 3625249 3920185 38419973 38453077 53584265 54470542 4890279 4629264 7679336 8802445 891127 763260 13460742 14194969 X 12729079 14124667 27394444 26150906 40123523 40275573 53584265 54470542 X 191187 -39137 X 0 1 1 X 0 X 21718104 22325568 17957317 21071906 15384567 98457462 41661535 34201618 29396005 28872908 36411348 170543414 63379639 56527186 47353322 49944814 51795915 269000876 1520330 1540000 524000 1400000 1550000 6534330 0 1520330 1540000 524000 1400000 1550000 6534330 262466546 469080 447742 207468 126749 99687 1350726 69815 69815 538895 447742 207468 126749 99687 1420541 63918534 56974928 47560790 50071563 51895602 270421417 0.97060 0.97070 0.00530 0.00690 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 32814722 20458072 20373253 32899541 27994045 21758675 16937998 32814722 26669506 17256213 15931674 27994045 24840519 21548823 19719836 26669506 0.20510 0.79490 0 1 1 2867630 1731587 1136043 2163202 1904134 259068 4648638 3342644 1305994 2701105 ACCRUED INTEREST RECEIVABLE 13827 TRANSFER TO THE ULI FOUNDATION 10000000 BENEFICIAL INTEREST IN ULIF 26097382 DUE FROM ULIF 2341868 38453077 DEFERRED RENT 763260 763260 53368909 53177722 191187 -39137 -39137 152050 53364033 -39137 64414 25277 53338756 30153 30153 53368909 53211983 64414 64414 53147569 30153 30153 53177722 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: DISTRICT COUNCILS ARE THE LOCAL COMPONENTS OF ULI'S PROGRAM OF WORK. THEY ARE INTEGRAL ELEMENTS OF ULI AND FUNCTION TO FURTHER THE OVERALL VISION, MISSION AND PURPOSE OF ULI. AS SUCH, DISTRICT COUNCILS ADHERE TO ULI'S ARTICLES OF INCORPORATION, BYLAWS, AND ANY/ALL OTHER POLICIES AND PROCEDURES ADOPTED BY ULI'S BOARD OF TRUSTEES. DISTRICT COUNCILS ARE MANAGED BY A LOCAL ULI MEMBER EXECUTIVE COMMITTEE, THE CHAIR OF WHICH IS APPOINTED BY THE CHAIRMAN OF ULI AND RATIFIED BY ULI'S TRUSTEES, AND IS REQUIRED TO REPORT REGULARLY ON ACTIVITIES AND FINANCIAL RESULTS. RESULTS OF ALL OF THE DISTRICT COUNCILS' LOCAL ACTIVITIES, EXCLUDING ULI SUPPORT FOR THE DISTRICT COUNCILS, ARE SHOWN SEPARATELY FROM THE OPERATIONS OF ULI'S WASHINGTON, D.C. OFFICE. THE NET ASSETS RESULTING FROM THE DISTRICT COUNCIL ACTIVITIES HAVE BEEN DESIGNATED FOR THEIR USE. FINANCIAL RESULTS OF THE DISTRICT COUNCILS ARE INCLUDED WITH ULI WHEN REPORTING TO THE INTERNAL REVENUE SERVICE. TEMPORARILY RESTRICTED NET ASSETS WHICH ARE PURPOSE RESTRICTED, REPRESENT ASSETS HELD BY ULIF THAT ARE AVAILABLE FOR ULI PROGRAMS. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: ULI AND ULIF ARE GENERALLY EXEMPT FROM FEDERAL INCOME TAXES UNDER THE PROVISIONS OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. IN ADDITION, ULI AND ULIF QUALIFY FOR CHARITABLE CONTRIBUTION DEDUCTIONS, AND HAVE BEEN CLASSIFIED AS ORGANIZATIONS THAT ARE NOT PRIVATE FOUNDATIONS. INCOME WHICH IS NOT RELATED TO EXEMPT PURPOSES, LESS APPLICABLE DEDUCTIONS, IS SUBJECT TO FEDERAL AND STATE CORPORATE INCOME TAXES. NEITHER ULI NOR ULIF HAD UNRELATED BUSINESS INCOME TAX FOR THE YEARS ENDED JUNE 30, 2012 AND 2011. ULI AND ULIF ARE NOT AWARE OF ANY UNCERTAIN TAX POSITIONS AND THEREFORE, NO TAX LIABILITIES HAVE BEEN RECORDED AT JUNE 30, 2012 AND 2011. GENERALLY, ULI AND ULIF ARE NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES BEFORE 2009. EUROPE (INCLUDING ICELAND & GREENLAND) - 1 12 PROGRAM SERVICES SEE PART V FOR DESCRIPTION OF ACTIVITIES IN THE REGION 5046775 EAST ASIA AND THE PACIFIC - 1 2 PROGRAM SERVICES SEE PART V FOR DESCRIPTION OF ACTIVITIES IN THE REGION 2073087 2 14 0 0 2 14 7119862 0 7119862 0 0 0 0 0 0 SCHEDULE F, PART I, LINE 3(E),DESCRIPTIONS OF ACTIVITIES IN EUROPE: MEMBERSHIP-GROW MEMBERSHIP WHILE MAINTAINING EXISTING MEMBERS, PROVIDING THEM WITH THE ULI EXPERIENCE WHICH IS AN OPEN EXCHANGE OF IDEAS, NETWORKING OPPORTUNITIES, AND THE ABILITY TO WORK WITH THE LEADERS OF THE LAND USE INDUSTRY: DEVELOPERS, BUILDERS, ENGINEERS, ATTORNEYS, PLANNERS, INVESTORS, FINANCIAL ADVISORS, ACADEMICS, ARCHITECTS AND PUBLIC OFFICIALS. MEMBERS HAVE ACCESS TO OBJECTIVE INFORMATION AND THE EXPERIENCE OF THOSE ACTIVE IN EVERY DISCIPLINE OF REAL ESTATE DEVELOPMENT, INVESTMENT, AND REGULATION. AS OF JUNE 30, 2012, ULI HAD 1,654 MEMBERS IN EUROPE. DISTRICT COUNCILS-THE PURPOSE OF THE DISTRICT COUNCILS PROGRAM IS TO PROVIDE ULIS PRESENCE AT THE LOCAL LEVEL THRU THE DEVELOPMENT AND PRESENTATION OF PROGRAMS OF WORK THAT ADDRESS LOCAL REAL ESTATE AND URBAN PLANNING ISSUES. THE ACTIVITIES RECORDED HERE REPRESENT THE ACTIVITIES PERFORMED DIRECTLY BY THE DISTRICT COUNCILS. ULI HAS 13 DISTRICT COUNCILS IN EUROPE EITHER IN DEVELOPMENT OR GROWING. COUNCILS-ULI COUNCILS PROVIDE A FORUM FOR INFORMATION EXCHANGE ON THE STATE-OF-THE-ART OF A VARIETY OF DEVELOPMENT SECTORS. FULL MEMBERS ARE ELIGIBLE TO SERVE ON THESE COUNCILS. ULI CURRENTLY HAS 5 GLOBAL COUNCILS WHICH FOCUS ON SPECIALIZED FIELDS IN LAND USE AND DEVELOPMENT. MEETINGS/CONFERENCES-THIS PROGRAM FOCUSES ON DEVELOPMENT TOPICS OF IMMEDIATE INTEREST INCLUDING THE ANNUAL CONFERENCE IN PARIS WHICH COVERS INTERNATIONAL REAL ESTATE FINANCE AND INVESTMENT, AN ANNUAL LEADERSHIP RETREAT, AND ONE TOPICAL/TRENDS CONFERENCES. PUBLISHING-PRODUCES AN ANNUAL EMERGING TRENDS IN REAL ESTATE EUROPE REPORT. THIS REPORT IS PUBLISHED BY THE URBAN LAND INSTITUTE (ULI) AND PRICEWATERHOUSECOOPERS IS BASED ON SURVEYS AND INTERVIEWS WITH APPROXIMATELY 600 INDUSTRY EXPERTS, WHICH COVERS 27 MARKETS IN COUNTRIES THROUGHOUT EUROPE. THE REPORT CONTAINS PREDICTIONS FOR INDIVIDUAL PROPERTY SECTORS AS WELL AS MARKETS, ALONG WITH INSIGHTS REGARDING REAL ESTATE CAPITAL MARKETS AND THE ECONOMY IN GENERAL. ADVISORY SERVICES-ULI PROVIDES TECHNICAL EXPERTISE OF ITS MEMBERS TO CITIES, PRIVATE DEVELOPERS, AND OTHER ORGANIZATIONS THAT NEED OBJECTIVE ANALYSIS AND ADVICE ON HOW TO SOLVE DIFFICULT LAND USE, DEVELOPMENT, AND REDEVELOPMENT PROBLEMS. EUROPE CONDUCTED TWO ADVISORY SERVICE PANELS, ONE IN LONDON UNITED KINGDOM AND ONE IN MOSCOW RUSSIA. DEVELOPMENT-THIS DEPARTMENT HAS THE RESPONSIBILITY OF RAISING THE SPONSORSHIP FUNDS FOR ALL EUROPE'S CONFERENCES/PROGRAMS. AREAS OF CONTENT FOCUS: ULI'S EUROPEAN RESEARCH CENTER OVERSEES STRATEGY AND DELIVERY FOR BROAD RANGE OF PROJECTS INCLUDING EMERGING TRENDS EUROPE, LESSEN, AND INFOBURSTS. THE URBAN INVESTMENT NETWORK PROVIDES A FORUM FOR EXCHANGE OF KNOWLEDGE BETWEEN PUBLIC AND PRIVATE STAKEHOLDERS TO INCREASE THE LEVEL OF INVESTMENT IN URBAN DEVELOPMENT AND REGENERATION IN EUROPE. SCHEDULE F, PART I, LINE 3(E),DESCRIPTIONS OF ACTIVITIES IN ASIA: THIS REGION COVERS MANY OF THE SAME PROGRAM AREAS AS EUROPE. THE FOLLOWING THEREFORE IS A JUST A LISTING OF THE PROGRAM HIGHLIGHTS AS IT RELATES TO EACH OF THOSE AREAS: - AS OF JUNE 30, 2012 ASIA MEMBERSHIP TOTALED 889. - ASIA HAD 3 COUNCILS, NORTH ASIA (HONG KONG), SOUTH ASIA (SINGAPORE, AND JAPAN (TOKYO). - IT HELD 2 CONFERENCES (WINTER AND SUMMER) IN TOKYO JAPAN, AND 1 IN CHINA. - IT HELD 3 CONTINUING EDUCATION WORKSHOPS IN THE REGION. - IT CONDUCTED 1 ADVISORY SERVICE PANEL IN HONG KONG. - IT PUBLISHED AN EMERGING TRENDS IN REAL ESTATE ASIA PACIFIC, WHICH PROVIDES AN OUTLOOK ON ASIA PACIFIC REAL ESTATE INVESTMENT AND DEVELOPMENT TRENDS, REAL ESTATE FINANCE AND CAPITAL MARKETS, TRENDS BY PROPERTY SECTOR AND METROPOLITAN AREA, AND OTHER REAL ESTATE ISSUES PERTINENT TO THE COUNTRIES IN ASIA. 1 CITIZENS FOR MODERN TRANSIT 911 WASHINGTON SUITE 200 ST LOUIS MO 63101 431412738 501(C)(3) 16625 COMMUNITY ACTION GRANT ULI FOUNDATION 1025 THOMAS JEFFERSON ST NW STE 500 WASHINGTON DC 20007 237133957 501(C)(3) 1275119 GENERAL SUPPORT 2 AWARDS FOR HINES STUDENT DESIGN COMPETITION 20 75000 APGAR URBAN LAND AWARD 1 500 JACK KEMP MODEL OF EXCELLENCE AWARD 6 1324 FMV AWARD PLAQUES ATLANTA DISTRICT COUNCIL CENTER FOR LEADERSHIP 1 100 DISTRICT COUNCIL URBAN PLAN PROGRAM 50 8479 COLUMBUS DISTRICT COUNCIL STUDENT COMPETITION SCHOLARSHIP 5 1000 PHILADELPHIA DISTRICT COUNCIL SCHOLARSHIPS-OUTREACH TO TOMORROW'S LEADERS 2 3500 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: MOST OF THE FUNDING PROVIDED TO INDIVIDUALS AND ORGANIZATIONS ARE AWARDS FOR PARTICIPATION IN ULI'S AWARD PROGRAMS (MOST NOTABLY THE JC NICHOLS PRIZE FOR VISIONARIES IN URBAN DEVELOPMENT AND THE GERALD D. HINES STUDENT URBAN DESIGN COMPETITION). THE ONE PROGRAM, COMMUNITY ACTION GRANTS, IS A GRANT PROGRAM. DOCUMENTATION REGARDING COMMUNITY ACTION GRANT PROGRAM PROVIDED WITH 2008 FORM FILING. NO CHANGES TO PROGRAM. X 1 1 X X X X 1 0 0 0 0 0 0 0 0 PATRICK L PHILLIPS 504499 0 50000 0 14010 0 14700 0 21764 0 604973 0 0 0 RICHARD ROSAN 356959 0 15000 0 41079 0 14700 0 9256 0 436994 0 0 0 CHERYL G CUMMINS 383170 0 40000 0 24619 0 14700 0 9918 0 472407 0 0 0 MICHAEL TERSECK 293247 0 30000 0 10705 0 14700 0 2058 0 350710 0 0 0 JOSEPH MONTGOMERY 187399 0 3769 0 44621 0 0 0 713 0 236502 0 0 0 JOHN FITZGERALD 121441 0 3100 0 109509 0 9375 0 27217 0 270642 0 0 0 DAVID HOWARD 211684 0 9800 0 660 0 10141 0 23471 0 255756 0 0 0 PAMELA PATENAUDE 200632 0 9000 0 998 0 11487 0 19162 0 241279 0 0 0 MARY BETH CORRIGAN 180269 0 5300 0 1206 0 10858 0 789 0 198422 0 0 0 MICHAEL HORST 176259 0 3500 0 5574 0 10878 0 12591 0 208802 0 0 0 GAYLE BERENS 176029 0 3600 0 2046 0 10804 0 11591 0 204070 0 0 0 LORI HATCHER 163546 0 4000 0 5975 0 9749 0 0 0 183270 0 0 0 SUZAN YUNGNER 90563 0 3700 0 74373 0 4809 0 12935 0 186380 0 0 0 DEAN SCHWANKE 157799 0 4000 0 2046 0 9825 0 21203 0 194873 0 0 0 UWE BRANDES 149080 0 1000 0 609 0 9198 0 19819 0 179706 0 0 0 MAUREEN MCAVEY 236280 0 6300 0 5574 0 14224 0 8591 0 270969 0 0 0 MARTA GOLDSMITH 112565 0 0 0 98520 0 5757 0 11154 0 227996 0 0 0 EDWARD MCMAHON 198800 0 2500 0 2772 0 12426 0 24665 0 241163 0 0 0 THOMAS MURPHY 189300 0 4000 0 5334 0 10921 0 0 0 209555 0 0 0 STEPHEN BLANK 181301 0 4000 0 5334 0 11370 0 24597 0 226602 0 0 0 PART I, LINE 1A JOHN P FITZGERALD - FOREIGN HOUSING ALLOWANCE $69,032, TAXABLE COMPENSATION PART I, LINE 4A FOLLOWING EMPLOYEES RECEIVED SEVERANCE PAYMENT AND THESE AMOUNTS WERE INCLUDED IN OTHER COMPENSATION, SCHEDULE J, PART II, COLUMN B (III): MARTA GOLDSMITH - $95,948 SUZAN YUNGNER - $73,899 SUPPLEMENTAL INFORMATION PART III THE COMPENSATION INFORMATION SHOWN IN PART VII OF THE FORM 990, AS WELL AS SCHEDULE J, IS PRESENTED ON A CALENDAR YEAR BASIS IN ACCORDANCE WITH IRS FORM 990 FILING INSTRUCTIONS. SARA LEITNER DAUGHTER OF ULI TREASURER, CHARLES LEITNER AND EMPLOYEE OF ULI 28150 COMPENSATION FOR SERVICES RENDERED 0 FORM 990, PAGE 1, PART I, LINE 6, NUMBER OF VOLUNTEERS: WE INCLUDE ALL TRUSTEES, MEMBERS ON THE ESTABLISHED COMMITTEES AND ADVISORY GROUPS,AND ESTIMATE A CERTAIN NUMBER OF VOLUNTEERS FOR EACH DISTRICT COUNCIL AND FOR EACH ADVISORY SERVICE PANEL THAT IS PROVIDED. FORM 990, PART VI, SECTION A, LINE 6 ULI MEMBERS INCLUDE DEVELOPERS, ARCHITECTS, PUBLIC OFFICIALS, PLANNERS, REAL ESTATE BROKERS, APPRAISERS, ACCOUNTANTS, ATTORNEYS, ENGINEERS, FINANCIERS, ACADEMICS, STUDENTS AND LIBRARIANS. FORM 990, PART VI, SECTION A, LINE 7A THE TRUSTEES ELECT THE ULI CHAIRMAN, THE ULIF CHAIRMAN, THE ULI BOARD OF DIRECTORS, THE ULIF BOARD OF DIRECTORS AND ULI LIFE TRUSTEES. THE BOARD OF DIRECTORS APPOINTS/APPROVES THE ULI EUROPE CHAIRMN, THE ULI ASIA CHAIRMAN, AND THE ULI OPERATING COMMITTEE MEMBERS. THE FULL MEMBERS ELECT THE TRUSTEES (WHO ALSO SERVE AS THE MEMBERS OF ULIF). FORM 990, PART VI, SECTION A, LINE 7B THE BOARD OF DIRECTORS IS ULI'S GOVERNING BODY. THE FOLLOWING ARE THINGS THEY MUST BRING TO THE TRUSTEES FOR ACTION: THE TRUSTEES HAVE AUTHORITY OVER THE ARTICLES OF INCORPORATION; THE BYLAWS (ULI AND ULIF), ADOPTING A PLAN OR MERGER OR ANOTHER CORPORATION, AUTHORIZING THE VOLUNTARY DISSOLUTION OF THE ORGANIZATION OR CONSOLIDATION WITH REVOKING PROCEEDINGS THEREFORE, AUTHORIZING THE SALE, LEASE, EXCHANGE OR MORTGAGE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY AND ASSETS OF THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 11 PROCESS FOR MAKING THE FINAL 990 AVAILABLE TO THE VOTING MEMBERS OF THE GOVERNING BODY PRIOR TO ITS BEING FILED WITH THE IRS: - AUDITORS WILL REVIEW THE 990 WITH THE AUDIT COMMITTEE - THE FINAL 990 WILL BE HOUSED IN A SECURE AREA OF THE ULI WEBSITE. - NOTICE OF THE LOCATION OF THE 990 WILL BE EMAILED TO MEMBERS OF THE BOARD OF DIRECTORS AND THEY WILL BE ADVISED THAT THEY HAVE TWO WEEKS IN WHICH TO REVIEW AND PROVIDE ANY COMMENTS TO ULI MANAGEMENT. FORM 990, PART VI, SECTION B, LINE 12C ON AN ANNUAL BASIS THE BOARD OF DIRECTORS ARE SENT A COMMUNICATION REQUESTING THAT THEY IDENTIFY ANY RELATIONSHIPS DEFINED AS A CONFLICT. RESPONDS ARE SUBMITTED TO THE CFO. FORM 990, PART VI, SECTION B, LINE 15 ULI RETAINED AN INDEPENDENT, OUTSIDE CONSULTANT TO REVIEW THE COMPENSATION FOR ITS EXECUTIVES. AS PART OF THIS PROCESS, THE CONSULTANT IDENTIFIED COMPARABLE ORGANIZATIONS AND OBTAINED THE MOST CURRENT COMPENSATION DATA AVAILABLE FOR THEM. THEN, THE CONSULTANT PREPARED A DETAILED WRITTEN REPORT THAT COMPARED ULI'S CURRENT EXECUTIVE COMPENSATION AGAINST SIMILAR POSITIONS IN LIKE ORGANIZATIONS. THE WRITTEN REPORT ALSO DESCRIBED THE STUDY METHODOLOGY AND STATED THE CONSULTANT'S OPINION REGARDING THE REASONABLENESS OF ULI'S EXECUTIVE COMPENSATION RELATIVE TO THE IDENTIFIED MARKET COMPARABLES. FORM 990, PART VI, SECTION C, LINE 19 URBAN LAND INSTITUTE DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, NOR ITS FINANCIAL STATEMENTS (WHETHER OR NOT AUDITED) AVAILABLE TO THE GENERAL PUBLIC AS FEDERAL TAX LAW DOES NOT REQUIRE THAT SUCH DOCUMENTS BE MADE PUBLICLY AVAILABLE. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -39,137. ULI FOUNDATION 1025 THOMAS JEFFERSON ST NW STE 500 WASHINGTON DC 20007 237133957 FUNDRAISING IN SUPPORT OF ULI RESEARCH AND EDUCATION DC 501(C)(3) LINE 7 URBAN LAND INSTITUTE 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ULI FOUNDATION B 1275119 CASH ULI FOUNDATION C 4088464 CASH