2012-05-15T17:41:12-05:00 2011-06-30 SINGERLEWAK LLP 10960 WILSHIRE BLVD STE 700 LOS ANGELES CA 900243783 990 2010-07-01 223903993 UNITED STATES ARTISTS UNIT 3238575857 5757 WILSHIRE BLVD NO 580 LOS ANGELES CA 900365822 JOHN KJENNER 3238575857 2012-05-01 1 LIOR TEMKIN 3104773924 2012-05-01 2010 2016-02-24 21:20:13Z KATHARINE DESHAW 5757 WILSHIRE BLVD NO 580 LOS ANGELES CA 900365822 12665717 0 X WWW.UNITEDSTATESARTISTS.ORG X 2005 DE TO INVEST IN AMERICA'S FINEST ARTISTS AND ILLUMINATE THE VALUE OF ARTISTS TO SOCIETY. 18 17 8 0 0 0 13547824 4026049 0 0 666881 633681 0 0 14214705 4659730 2610439 3207428 0 0 1083213 1147795 0 0 1022867 2030806 2730372 5724458 7085595 8490247 -2425865 21719093 21060543 272706 425760 21446387 20634783 X TO INVEST IN AMERICA'S FINEST ARTISTS AND ILLUMINATE THE VALUE OF ARTISTS TO SOCIETY. 0 0 3014921 2505000 USA FELLOWS PROGRAM: WITH ITS MISSION TO "INVEST IN AMERICA'S FINEST ARTISTS AND ILLUMINATE THE VALUE OF ARTISTS TO SOCIETY," USA RECOGNIZED 50 OUTSTANDING AMERICAN ARTISTS (OR TWO-PERSON OR THREE-PERSON COLLABORATIVES) IN ALL DISCIPLINES IN 2010 FROM ACROSS THE COUNTRY BY AWARDING 50 USA FELLOWSHIPS OF $50,000 EACH. USA FELLOWSHIPS ARE AWARDED TO ARTISTS WHO DEMONSTRATE ARTISTIC EXCELLENCE, UNIQUE ARTISTIC VISION, AND SIGNIFICANT CONTRIBUTIONS TO THEIR FIELDS. THE PROGRAM HONORS ARTISTS AT ALL STAGES OF THEIR CAREERS, FROM EMERGING TO MID-CAREER TO ESTABLISHED FIGURES IN THEIR FIELDS. EACH YEAR USA SEEKS DONORS TO UNDERWRITE ALL 50 US FELLOWSHIPS. SINCE USA'S INCEPTION, 46 INDIVIDUALS, FAMILIES, CORPORATIONS, AND FOUNDATIONS FROM ACROSS THE COUNTRY HAVE JOINED USA'S NATIONAL LEADERSHIP COMMITTEE. 1423209 595971 USA PROJECTS PROGRAM:AT USA PROJECTS, VISITORS CAN DISCOVER EXCITING NEW ART, SUPPORT ARTIST PROJECTS WITH DONATIONS OF ANY LEVEL TO USA, AND CONNECT WITH THEIR FAVORITE ARTISTS VIA USA PROJECTS COMMUNITY FEATURES. USA ACTIVELY PARTNERS IN THE FUNDRAISING PROCESS WITH ARTISTS WHO HAVE MET USA PROJECTS CRITERIA FOR PROJECT FUNDING. USA PROJECTS ACTIVELY SOLICIT LARGE MATCHING GRANTS, AND ARTISTS REACH OUT TO THEIR FOLLOWERS TO ENCOURAGE GIFTS OF ANY SIZE. FOR PROJECTS THAT RECEIVE A PRE-DETERMINED LEVEL OF PUBLIC SUPPORT, USA PROJECTS MAY PROVIDE GRANT FUNDS TO THE ARTISTS FOR THE PROJECTS PRESENTED. FOR THE FISCAL YEAR ENDING JUNE 30, 2011, 85 ARTIST PROJECTS RECEIVED GRANTS FROM USA PROJECTS - NEARLY $600,000 OF NEW FUNDING INTO ARTISTS HANDS. AFTER RECEIVING FUNDING, THE ARTISTS POST VARIOUS TYPES OF PROGRESS REPORTS TO USA PROJECTS AND THEIR FOLLOWERS ON THE WEBSITE. THE ONGOING ENGAGEMENT WITH THE PUBLIC AFTER FUNDING FURTHER SUPPORTS THE SECOND HALF OF USA'S MISSION TO "ILLUMINATE THE VALUE OF ARTISTS TO SOCIETY". FOR THE FISCAL YEAR ENDING JUNE 30, 2012, THE OPERATIONS OF USA PROJECTS WERE COMPLETELY MOVED INTO THE 501(C)(3) ENTITY, USA PROJECTS. 711682 0 USA FELLOWS RECOGNITION PROGRAM: PURSUING THE SECOND PART OF ITS MISSION, "ILLUMINATING THE VALUE OF ARTISTS TO SOCIETY," USA CREATES MULTIPLE OPPORTUNITIES THROUGHOUT EACH YEAR TO RECOGNIZE USA FELLOWS VIA IN-PERSON EVENTS, ONLINE, AND THROUGH PRINT. THE MOST NOTABLE EVENT IS THE USA FELLOWS CELEBRATION, A FESTIVE GATHERING IN A DIFFERENT COMMUNITY EACH YEAR AT WHICH THE NEWEST USA FELLOWS ARE ANNOUNCED AND HONORED. THE USA FELLOWS FOR 2010 WERE HONORED AT JAZZ AT LINCOLN CENTER IN NEW YORK IN DECEMBER AT A CELEBRATION UNDERWRITTEN BY PATRONS THAT FEATURED PERFORMANCES BY USA FELLOWS. ANNUALLY USA PRODUCES AN EXTENSIVE PUBLIC RELATIONS CAMPAIGN WITH THE ANNOUNCEMENT OF THE USA FELLOWS. THE MEDIA RESPONSE HAS BEEN POSITIVE. SINCE 2006, MORE THAN 450 FEATURE ARTICLES AND NEWS ANNOUNCEMENTS HAVE APPEARED IN LOCAL, REGIONAL, AND NATIONAL MEDIA. THE NEW YORK TIMES HAS CAPTURED USA'S GROWTH WITH FOUR FEATURE ARTICLES IN THE LAST FIVE YEARS, WHICH IS RARE FOR A START-UP ORGANIZATION. WHEN USA PROJECTS LAUNCHED MORE THAN 170 OUTLETS RAN FEATURES. IN TOTAL, THIS MEDIA HAS REACHED AN ESTIMATED PRINT AND ONLINE AUDIENCE OF NEARLY ONE BILLION. 268129 106457 ALASKA AIR (ARTISTS IN RESIDENCE): ALASKA AIR IS AN ANNUAL RESIDENCY PROGRAM RUN BY USA AT SELECT CULTURAL INSTITUTIONS IN ALASKA. IT IS OPEN ONLY TO USA FELLOWS WHO ARE GIVEN THE OPPORTUNITY TO APPLY FOR A RESIDENCY BY SUBMITTING LETTERS OF INTENT AND MATCHES ARE MADE BY USA STAFF, ITS RESIDENCY CONSULTANT, AND THE ALASKA HOST ORGANIZATIONS. ALASKA AIR IS A UNIQUE COLLABORATION BETWEEN USA AND THE ALASKA-BASED RASMUSON FOUNDATION. THANKS TO THE FOUNDATION, ALL RESIDENCIES ARE FULLY FUNDED AND INCLUDE TRAVEL WITHIN THE STATE FOR RESEARCH. 268129 106457 5417941 1 1 0 0 0 0 0 0 0 1 1 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 0 1 163 0 1 8 1 0 0 0 0 0 0 0 0 0 0 X 18 17 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 AK AL AZ AR CA CO CT DC DE FL GA IL KS KY ME MD MA MI MN MS NH NJ NM NY NC ND OH OK OR PA RI SC TN UT VA WA WV WI X X JOHN KJENNER CFO 3238575857 5757 WILSHIRE BLVD SUITE 580 LOS ANGELES CA 900365822 MARK BRADFORD 1.00 X 0 0 0 PETER D CUMMINGS 1.00 X 0 0 0 SHAWN M DONNELLEY 1.00 X 0 0 0 ELLA FONTANALS-CISNEROS 1.00 X 0 0 0 ANDREW GLASGOW 1.00 X 0 0 0 JACK GUTHMAN 1.00 X 0 0 0 KAREN BROOKS HOPKINS 1.00 X 0 0 0 JEANNE KLEIN 1.00 X 0 0 0 RICK LOWE 1.00 X 0 0 0 GABRIELLA MORRIS UNTIL JUNE 2011 1.00 X 0 0 0 STEVEN H OLIVER 1.00 X 0 0 0 DR JUDITH RODIN 1.00 X 0 0 0 ROSALBA ROLON 1.00 X 0 0 0 TODD SIMON 2.00 X 0 0 0 GILLIAN WYNN UNTIL FEBRUARY 2011 1.00 X 0 0 0 EVAN ZIPORYN UNTIL FEBRUARY 2011 1.00 X 0 0 0 SUSAN V BERRESFORD 4.00 X X 0 0 0 KATHARINE DESHAW 40.00 X X 318240 0 51811 SAMUEL HOI 4.00 X X 0 0 0 DIANE KAPLAN 2.00 X X 0 0 0 CHRISTOPHER V WALKER 2.00 X X 0 0 0 JOHN KJENNER 40.00 X 154047 0 23654 AMADA CRUZ 40.00 X 154453 0 28249 626740 0 103714 3 0 1 0 ENDER TECHNOLOGY CORPORATION 400 CRENSHAW BLVD SUITE 100 TORRANCE CA 90503 WEB DEVELOPMENT 386862 THE PROPELLANT GROUP 840 FAIRFIELD CIRLE PASADENA CA 91106 CUSTOMER SERVICE & PROJECT MANAGEMENT 375886 RESNICOW SCHROEDER ASSOCIATES 1995 BROADWAY 11TH FLOOR NEW YORK NY 10023 PUBLIC RELATIONS 150031 DIST INC 99 S RAYMOND AVENUE 700 PASADENA CA 91105 BRANDING 140333 FIRST FOUNDATION ADVISORS 18101 VON KARMAN SUITE 700 IRVINE CA 92612 FOUNDATION ADMINISTRATION 136499 5 4026049 90052 4026049 480946 480946 8158722 8005987 152735 152735 152735 4659730 0 0 633681 277521 277521 2929907 2929907 746616 313578 149324 283714 258424 108538 51685 98201 32348 13586 6470 12292 58748 21788 17247 19713 51659 21697 10332 19630 111287 111287 21107 21107 132986 132986 594993 451230 14103 129660 436040 261749 4626 169665 97584 32444 25041 40099 293677 162834 63284 67559 187097 186279 818 142822 78290 6790 57742 20229 7001 4768 8460 PUBLIC RELATIONS 205164 196458 8706 GRANT PROCESSING 136499 136499 VIDEO & PHOTOGRAPHY 126233 76857 49376 HONORARIA 85300 83000 2300 PRINTING & COPYING 48296 39446 359 8491 91058 19239 25378 46441 7085595 5417941 644787 1022867 81541 120920 861954 2543761 785797 414596 231949 371201 20496933 18003577 46716 21084 21719093 21060543 182706 300760 90000 125000 272706 425760 X 7796875 6737780 6649512 4954745 7000000 8942258 21446387 20634783 21719093 21060543 X -2425865 1614261 X 0 1 1 X 0 X 1591260 3800244 807222 13547824 4026049 23772599 1591260 3800244 807222 13547824 4026049 23772599 14352016 9420583 437201 577936 540040 291096 480946 2327219 -30775 -30775 26069043 0.36140 0.31740 X FELLOWSHIPS TO 265 ARTISTS IN 40 STATES AND US TERRITORIES.FOURTH, IN THE SPRING OF 2010, USA LAUNCHED THE USA PROJECTS WEBSITE WHICH HAS AS ONE OF ITS OBJECTIVES TO RAISE FUNDS FROM THE GENERAL PUBLIC IN SUPPORT OF USAS MISSION. FROM ITS INCEPTION THROUGH 6/30/2012, USA PROJECTS HAS RECEIVED $753,000 IN DONATIONS FROM OVER 6,000 DONORS, AVERAGING $125 PER INDIVIDUAL.SCHEDULE A, PART II, LINE 10, EXPLANATION FOR OTHER INCOME:CHANGE IN DISCOUNTS ON LONG-TERM PLEDGES SCHEDULE A, PART IV, SUPPLEMENTAL INFORMATION: PART II, SECTION A, LINE 1, UNUSUAL GRANTS: FOR THE YEAR ENDED 6/30/2007, THERE WERE TWO UNUSUAL GRANTS, ONE OF $5,000,000 AND ONE OF $1,000,000. FOR THE YEAR ENDED 6/30/2008, THERE WAS ONE UNUSUAL GRANT OF $2,000,000. FOR THE YEARS ENDED 6/30/2009, 6/30/2010 AND 6/30/2011, THERE WERE NO UNUSUAL GRANTS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 6923457 1942258 1035527 350000 9551242 7000000 -76543 6923457 0.00000 0.93620 0.06380 0 0 177302 163450 13852 183405 67094 116311 425090 184052 241038 371201 4659730 7085595 -2425865 1614261 1614261 -811604 6141005 1614261 1614261 4526744 132986 132986 4659730 6952609 0 6952609 132986 132986 7085595 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: ANNUAL SPENDING FROM EARNINGS OF THE USA FELLOWS ENDOWMENT FUND WILL BE EQUAL TO THE NUMBER OF USA FELLOWSHIPS TO BE UNDERWRITTEN BY EACH GRANT. PRESENTLY, A $1 MILLION ENDOWMENT GIFT WILL ENSURE UNDERWRITING FOR ONE USA FELLOW IN PERPETUITY, REPRESENTING AN ANNUAL SPEND EQUAL TO 5% OF THE PERMANENTLY RESTRICTED USA FELLOWS FUND BALANCE. THE BOARD OF TRUSTEES WILL ANNUALLY REVIEW THE ACCUMULATION OF EARNINGS IN EXCESS OF THE 5% ANNUAL SPENDING OBLIGATION TO CONSIDER INCREASING THE SIZE OF EACH USA FELLOWSHIP GRANT OR TO PARTLY COVER THE COSTS OF THE USA FELLOWS SELECTION PROCESS. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: THE ORGANIZATION HAS ADOPTED THE FASB-ISSUED ASC TOPIC NO. 740, "ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES" ("ASC 740"). ASC 740 CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES RECOGNIZED IN AN ENTERPRISE'S FINANCIAL STATEMENTS IN ACCORDANCE WITH STATEMENT NO. 109, "ACCOUNTING FOR INCOME TAXES." THIS GUIDANCE PRESCRIBES COMPREHENSIVE MODELS FOR RECOGNIZING, MEASURING, PRESENTING AND DISCLOSING IN THE FINANCIAL STATEMENTS TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN ON A TAX RETURN, INCLUDING POSITIONS THAT THE ORGANIZATION IS EXEMPT FROM INCOME TAXES OR NOT SUBJECT TO INCOME TAXES ON UNRELATED BUSINESS INCOME. THE ORGANIZATION'S INCOME TAX RETURNS REMAIN SUBJECT TO EXAMINATION FOR ALL TAX YEARS ENDED ON OR AFTER JUNE 30, 2007 WITH REGARD TO ALL TAX POSITIONS AND THE RESULTS REPORTED. THE ORGANIZATION EVALUATES UNCERTAIN TAX POSITIONS THROUGH REVIEWS OF THE SOURCES OF INCOME TO IDENTIFY UNRELATED BUSINESS INCOME AND CERTAIN OTHER MATTERS INCLUDING THOSE THAT MAY AFFECT ITS TAX-EXEMPT STATUS. THE ADOPTION OF THIS GUIDANCE DID NOT HAVE AN IMPACT ON THESE FINANCIAL STATEMENTS. 1 ALASKA DANCE THEATRE INC 550 EAST 33RD STREET ANCHORAGE AK 99503 920082397 501(C)(3) 5200 CASH GRANTS N/A AK AIR ANCHORAGE MUSEUM 625 C STREET ANCHORAGE AK 99501 920129376 501(C)(3) 9100 CASH GRANTS N/A AK AIR CENTER FOR INDEPENDENT DOCUMENTARY 680 SOUTH MAIN STREET SHARON MA 02067 042738458 501(C)(3) 15278 CASH GRANTS N/A USAP GRANT CHIMPANZEE PRODUCTIONS INC PO BOX 1584 GREENWOOD LAKE NY 10925 330928933 9214 CASH GRANTS N/A USAP GRANT DEEP LISTENING INSTITUTE LTD 77 CORNELL ST SUITE 303 KINGSTON NY 12402 141679235 501(C)(3) 12170 CASH GRANTS N/A USAP GRANT EARTHWORKS 1612 K ST NW SUITE 808 WASHINGTON DC 20006 521557765 501(C)(3) 9404 CASH GRANTS N/A USAP GRANT EVERY HOUSE HAS A DOOR 1144 N HOYNE AVENUE CHICAGO IL 60622 943435623 501(C)(3) 8708 CASH GRANTS N/A USAP GRANT GOTHAM DANCE INC 140 SECOND AVE SUITE 404 NEW YORK NY 10003 133618577 501(C)(3) 8011 CASH GRANTS N/A USAP GRANT HELANIUS J WILKINS - EDGEWORKS PO BOX 73396 WASHINGTON DC 20056 731688762 501(C)(3) 5901 CASH GRANTS N/A USAP GRANT KHMER ARTS ACADEMY 375 REDONDO AVENUE SUITE 156 LONG BEACH CA 90814 010740113 501(C)(3) 8161 CASH GRANTS N/A USAP GRANT LITTLEGLOBE INC 223 N GUADALUPE ST 427 SANTE FE NM 87501 270118569 501(C)(3) 8067 CASH GRANTS N/A USAP GRANT MASONRHYNES PRODUCTIONS PO BOX 5163 CAPITOL HEIGHTS MD 20791 522236178 501(C)(3) 5108 CASH GRANTS N/A USAP GRANT MEDIARITES 104 SE 57TH AVE PORTLAND OR 97215 930852957 501(C)(3) 6136 CASH GRANTS N/A USAP GRANT MEKKO PRODUCTIONS INC 3939 RIO GRANDE BLVD NW7 ALBUQUERQUE NM 87107 850403774 8705 CASH GRANTS N/A USAP GRANT O R G INC PO BOX 1014 NEW YORK NY 10002 134094918 12033 CASH GRANTS N/A USAP GRANT ON THE ICE LLC 260 W 22ND ST 7 NEW YORK NY 10011 271721455 11915 CASH GRANTS N/A USAP GRANT PREGONES THEATER 5757 SALTON AVE BRONX NY 10451 133266893 501(C)(3) 9420 CASH GRANTS N/A USAP GRANT QUINCY HILL FILMS LLC 1914 EAST 10TH ST AUSTIN TX 78702 261991697 28702 CASH GRANTS N/A USAP GRANT READYMADE PROJECTS INC 109 SOUTH 5TH STREET NUMBER 602 BROOKLYN NY 11211 861096871 12231 CASH GRANTS N/A USAP GRANT SONGLINE TONE FIELD PRODUCTIONS DBA SONGTONE LLC 1649 HOPKINS ST BERKELEY CA 94707 800621965 15394 CASH GRANTS N/A USAP GRANT TREY MCINTYRE PROJECT PO BOX 2698 BOISE ID 83701 651239526 501(C)(3) 7229 CASH GRANTS N/A USAP GRANT UR ARTS & CULTURE INC PO BOX 14238 ALBUQUERQUE NM 87191 271186542 501(C)(3) 8060 CASH GRANTS N/A USAP GRANT 15 7 USA FELLOWSHIP GRANT 55 2500000 CASH GRANTS N/A ALASKA ARTISTS IN RESIDENCE - ARTIST STIPENDS 11 80357 CASH GRANTS N/A USA PROJECT GRANTS 38 349550 CASH GRANTS N/A PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: USA FELLOWS ARE SURVEYED TWICE AFTER RECEIVING THEIR AWARDS- AT SIX MONTHS AND TWO YEARS- TO DETERMINE THE IMPACT THE $50,000 GRANT HAS HAD ON THEIR WORK AND LIVES. RECENT SURVEYS HAVE REVEALED THAT 91% OF WINNERS HAVE USED USA FUNDS TO CREATE ORIGINAL WORKS OF ART. FRESH DANCES, POETRY, FILMS, THEATRICAL PRODUCTIONS, MUSICAL COMPOSITIONS, PAINTINGS, SCULPTURE, AND MORE HAVE BEEN REALIZED. AUDIENCES OF ALL AGES HAVE ENCOUNTERED THESE STIMULATING NEW WORKS IN GALLERIES, ON STAGES, IN PRINT, AND ONLINE WORLDWIDE. WITH RESPECT TO THE ALASKA AIR PROGRAM, USA STAFF ARE IN CONSTANT CONTACT WITH THE PARTICIPATING USA FELLOWS AND THEIR RESIDENCY HOSTS TO ENSURE THE RESIDENCIES GO AS PLANNED. ADDITIONALLY, USA HIRES A LOCAL PHOTOGRAPHER TO CAPTURE IMAGES FROM EACH RESIDENCY. FOR USA PROJECTS, ONCE A PROJECT HAS RECEIVED FUNDING, THE ARTISTS ARE REQUIRED TO POST UPDATES TO THEIR PROJECT PAGE ON THE WEBSITE SHARING THE PROGRESS THEY ARE MAKING ON THEIR PROJECT. THE INTENT IS FOR THE REPORTS TO BE ENGAGING FOR THE GENERAL PUBLIC WHILE STILL PROVIDING USA PROJECTS PERSONNEL THE ABILITY TO CHECK ON THEIR WORK. AT THE COMPLETION OF EVERY PROJECT, AND BEFORE THEY CAN SEEK FUNDS FOR NEW PROJECTS, THE ARTISTS ARE SURVEYED BY USA PROJECTS REGARDING THE OUTCOME OF THEIR PROJECT. X 1 0 X X 0 0 0 0 0 0 0 0 0 KATHARINE DESHAW 318240 0 0 0 0 0 31824 0 19987 0 370051 0 0 0 JOHN KJENNER 154047 0 0 0 0 0 15407 0 8247 0 177701 0 0 0 AMADA CRUZ 154453 0 0 0 0 0 15445 0 12804 0 182702 0 0 0 PART I, LINE 1A FIRST CLASS TRAVEL WAS PROVIDED FOR BOARD MEMBER MARK BRADFORD. DUE TO HIS HEIGHT TRAVELING COACH IS A SERIOUS IMPOSITION. X 3 90052 FMV 0 1 1 THIRD PARTY USE: PART I, LINE 32B: THE ORGANIZATION UTILIZES AN OUTSIDE THIRD PARTY TO SELL DONATED STOCK. FORM 990, PART VI, SECTION A, LINE 4 THE BY-LAWS WERE AMENDED JUNE 27, 2011. THE SIGNIFICANT CHANGES ARE AS FOLLOWS: THE TERM OF OFFICE OF ALL ELECTED TRUSTEES, EXCEPT USA FELLOW BOARD REPRESENTATIVES, WILL BE THREE (3) YEARS, BEGINNING AT THE APPLICABLE ANNUAL MEETING, AND SUCH PERSONS MAY SERVE WITHOUT TERM LIMITS. IMMEDIATE PAST CHAIR - UPON THE EXPIRATION OF HIS OR HER TERM OF OFFICE, THE CHAIR SHALL SERVE AS THE IMMEDIATE PAST CHAIR AND REMAIN A DIRECTOR AND AN OFFICER FOR ALL PURPOSES FOR A TERM OF ONE YEAR. FORM 990, PART VI, SECTION B, LINE 11 THE ORGANIZATION'S AUDIT COMMITTEE REVIEWS THE INFORMATIONAL RETURN FOLLOWING THEIR REVIEW OF THE AUDITED FINANCIAL STATEMENTS, WITH STAFF, THE OUTSIDE AUDITORS, INFORMATIONAL RETURN PREPARERS AND LEGAL COUNSEL. UPON THE AUDIT COMMITTEE'S APPROVAL OF THE INFORMATIONAL RETURN, THE INFORMATIONAL RETURN IS SENT TO ALL BOARD MEMBERS FOR THEIR REVIEW AND COMMENTS. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION DISTRIBUTES ITS CONFLICT OF INTEREST POLICY TO ALL OFFICERS AND DIRECTORS AT THE BEGINNING OF EACH CALENDAR YEAR. THE POLICY REQUIRES THE OFFICERS AND DIRECTORS TO AFFIRM RECEIPT, UNDERSTANDING AND COMPLIANCE WITH THE POLICY, AND REQUIRES DISCLOSURE OF AFFILIATIONS AND RELATIONSHIPS THAT COULD GIVE RISE TO CONFLICTS. NOTWISHTANDING USA'S ANNUAL ACTIVE DISTRIBUTION AND COMPLETION OF ITS CONFLICT OF INTEREST POLICY STATEMENT, OFFICERS AND DIRECTORS MAINTAIN AN ONGOING RESPONSIBILITY TO NOTIFY USA OF CHANGES IN THEIR AFFILIATIONS THAT MAY REQUIRE DISCLOSURE TO USA UNDER THE POLICY. FORM 990, PART VI, SECTION B, LINE 15 AN INDEPENDENT COMPENSATION CONSULTANT WAS ENGAGED IN EARLY 2007, AND A COMPENSATION REPORT WAS PROVIDED IN MAY 2007. BASED ON THE REPORT, THE 2007-2008 COMPENSATION WAS ESTABLISHED FOR ALL SENIOR STAFF. IN APRIL 2008, THE CONSULTANT UPDATED HER REPORT TO PROVIDE COMPARABLE COMPENSATION INFORMATION FOR ALL EXEMPT AND NON-EXEMPT STAFF. BASED ON THIS UPDATE, ALL STAFF, INCLUDING THE CEO AND CFO, RECEIVED A 4% BASE SALARY INCREASE FOR TAX YEAR 2008-2009. FOR THE TAX YEAR 2009- 2010, NO SALARY ADJUSTMENTS WERE MADE. FOR THE TAX YEAR 2010-2011 A 4% SALARY INCREASE WAS PROVIDED. FORM 990, PART VI, SECTION C, LINE 19 ALL INFORMATIONAL RETURNS AND FINANCIAL STATEMENTS INCLUDING GOVERNING DOCUMENTS SUCH AS THE BYLAWS, IRS DETERMINATION LETTER, GIFT ACCEPTANCE POLICY, CONFLICT OF INTEREST POLICY, WHISTLEBLOWER POLICY AND DOCUMENT RETENTION POLICY ARE AVAILABLE ON THE ORGANIZATION'S WEBSITE. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED GAINS ON INVESTMENTS: 1,614,261. FROM 990, PART IV, LINE 27: THE USA BOARD OF DIRECTORS MADE A DECISION IN THE ORGANIZATION'S SECOND YEAR OF OPERATION THAT ITS MEMBERSHIP SHOULD BE EXPANDED TO INCLUDE AT LEAST TWO PAST RECIPIENTS OF THE USA FELLOWSHIP GRANT. THIS HAS PROVIDED FOR A RICHER DIALOGUE ABOUT THE ONGOING BENEFITS OF THE USA FELLOWSHIPS AND HAS PROVIDED EVEN GREATER ATTENTION TO THE FAIRNESS OF THE USA FELLOWS SELECTION PROCESS. PRIOR TO JOINING THE USA BOARD, THE FOLLOWING TRUSTEES OF UNITED STATES ARTISTS WHERE AWARDED USA FELLOWSHIPS OF $50,000 EACH IN YEARS PRIOR TO TAX YEAR 2010-2011. -MARK BRADFORD (2006-2007) -EVAN ZIPORYN (2007-2008) -ROSALBA ROLON (2008-2009) -RICK LOWE (2009-2010) USA'S BYLAWS PROVIDE THAT AT THE DISCRETION OF THE BOARD OF TRUSTEES, UP TO TWO OF USA FELLOWS MAY BE ELIGIBLE TO SERVE ON THE BOARD AS A USA FELLOW BOARD REPRESENTATIVE. USA PROJECTS 5757 WILSHIRE BLVD 580 LOS ANGELES CA 90036 273555175 A WEB-BASED PROGRAM DEDICATED TO ARTISTS CA 501(C)(3) 170(B)(1) (A)(VI) UNITED STATES ARTISTS 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0