2012-11-13T14:25:51-06:00 2011-12-31 PricewaterhouseCoopers LLP 125 High Street Boston MA 02110 990 2011-01-01 042105850 WOODS HOLE OCEANOGRAPHIC INSTITUTION % DANA FERNANDEZ CONTROLLER WOOD 5084572000 569 WOODS HOLE ROAD MS 14 WOODS HOLE MA 02543 JEFFREY A FERNANDEZ 2012-11-12 true 6175305000 2011 2016-02-24 21:20:13Z SUSAN AVERY 569 WOODS HOLE ROAD MS 14 WOODS HOLE MA 02543 301567313 false X www.whoi.edu X 1930 MA SEE SCHEDULE O 38 35 1174 59 414024 182249525 204529422 10624930 11097891 15272524 13687895 874686 1702199 209021665 231017407 8808516 9549957 0 0 79861402 82840984 0 0 1970167 109881327 134168352 198551245 226559293 10470420 4458114 514511509 497650905 180460041 233521324 334051468 264129581 X SEE SCHEDULE O false false 203803914 9092513 179542 Sponsored and Institutional Research in oceanography and related fields: Of the 1,013 Sponsored Research Awards, 568 awards are from 8 Federal agencies and 445 are from 141 other sponsors. Institution Research sponsored 79 projects from unrestricted funds. In addition, Woods Hole Oceanographic Institution issued 504 publications in 2011. 10154246 457443 11097891 Education: Joint Graduate Program with M.I.T. in the marine sciences. In 2011 there were 125 Graduate Students, 27 degree recipients, 45 Post Doctoral Scholars and Fellows, 10 Geophysical Fluid Dynamics Program participants, 34 Summer Student Fellows and 86 Guest Students. 213958160 true true false true false false true false false true true false false false true false true false false true true false false false false false false false true true true false false false false false true true false false false true false false false true true true true true false true 236 0 true 1174 true true true false false false false false false false false false X 38 35 false false false false false false false true true false false true true true true true true true true false MA NY X X DANA FERNANDEZ CONTROLLER 5082893505 MS 14 569 WOODS HOLE RD WOODS HOLE MA 02543 THOMAS B WHEELER 5.0 X RODNEY B BERENS 5.0 X MICHELE S FOSTER 5.0 X ROBERT A DAY JR 5.0 X ALFRED T DENGLER 5.0 X SARA G DENT 5.0 X ERIC H JOSTROM 5.0 X WILLIAM J KEALY 5.0 X COLEMAN P BURKE 5.0 X NANCY S NEWCOMB 5.0 X CARL E PETERSON 5.0 X HARDWICK SIMMONS 5.0 X RICHARD F SYRON 5.0 X STEPHEN E TAYLOR 5.0 X THOMAS J TIERNEY 5.0 X GEORGETTE C MCCONNELL 5.0 X GEOFFREY A THOMPSON 5.0 X PETER A ARON 5.0 X ROBERT C DUCOMMUN 5.0 X JAMES M CLARK JR 5.0 X SHERRI GOODMAN 5.0 X JOHN F OBRIEN 5.0 X JOSEPH F PATTON JR 5.0 X NEWTON PS MERRILL 5.0 X HERBERT F SCHWARTZ 5.0 X MICHELE G SCAVONGELLI 5.0 X ARTHUR YORKE ALLEN 5.0 X JOSEPH D ROXE 5.0 X JAMES A AUSTIN JR 5.0 X ROBERT L JAMES 5.0 X SUSAN K AVERY 40.0 X X 414069 0 124418 JAMES L DUNLAP 5.0 X STEVEN G HOCH 5.0 X THOMAS G NEMMERS 40.0 X X 103647 0 46807 JEAN C TEMPEL 5.0 X HAMILTON E JAMES 5.0 X ROBERT M BAYLIS 5.0 X JAMES P ROSENFIELD 5.0 X GARY ROUGHEAD 5.0 X EDMUND B WOOLLEN 5.0 X CHRISTOPHER WINSLOW 40.0 X 317295 0 104869 LAURENCE MADIN 40.0 X 318940 0 101618 ROBERT MUNIER 40.0 X 248180 0 65458 ROBERT WELLER 40.0 X 223273 0 86080 ROBERT DETRICK 40.0 X 233594 0 66731 JAMES YODER 40.0 X 234073 0 82179 PRIYA MCCUE 40.0 X 241617 0 67112 WILLIAM JENKINS 40.0 X 210868 0 80154 SUSAN HUMPHRIS 40.0 X 198068 0 72158 DONALD ANDERSON 40.0 X 191065 0 81382 JUDY MCDOWELL 40.0 X 185227 0 79467 3119916 0 1058433 221 true true false BAE SYSTEM SAN FRANCISCO SHIP REPAI PO BOX 894666 LOS ANGELES CA 901894666 SHIP REPAIR SERVICES 3764557 COLUMBIA CONSTRUCTION PO BOX 220 NORTH READING MA 01864 CONSTRUCTION 2922838 RAYTHEON CO 870 WINTER STREET WALTHAM MA 024511449 PROGRAM MANAGEMENT 2415181 CALEY OCEAN SYSTEMS LTD MAVOR AVENUE E KILBRIDE GLASGOW UK G74 4PU DESIGN & SUPPORT SVC 1584503 JK SCANLAN CO INC 15 RESEARCH ROAD EAST FALMOUTH MA 02536 GENERAL CONTRACTOR 1491573 43 141656601 62872821 246166 204529422 EDUCATION 900099 11097891 11097891 11097891 4057239 4057239 0 111019 111019 552453 286653 265800 265800 265800 81729242 -1835333 70263253 11465989 -1835333 9630656 414024 9216632 0 0 0 INFO CENTER INCOME 541900 179542 179542 OTHER INCOME 900099 426176 426176 LITIGATION SETTLEMENT 900099 719662 719662 1325380 231017407 11277433 414024 14796528 0 9549957 9549957 0 0 1433157 576448 818388 38321 0 62348355 61190286 218554 939515 9582782 9194311 170998 217473 7376134 6944353 218295 213486 2100556 1977595 62165 60796 489083 489083 950605 950605 688548 688548 0 0 1373397 1373397 11789317 11789317 224521 179487 31646 13388 28101263 27422536 529117 149610 666521 653622 12499 400 0 1162993 677177 485816 6431228 5356624 1043468 31136 0 0 0 0 8441213 7953265 370155 117793 680343 460532 219811 OTHER ADMINISTRATIVE EXPENSE 4954449 2130414 2675402 148633 SHIP AND VESSELS 44788243 44788243 SHOP SERVICES 5213858 5213858 EQUIPMENT RENT & MAINTENANCE 15468982 15263336 173043 32603 2743788 2636799 99976 7013 226559293 213958160 10630966 1970167 2969884 -1053636 6944710 14522647 7337618 4106212 15076004 27172694 4642 21418 0 0 989798 1120089 1850872 2204477 7758667 8154446 188125750 101738290 84224558 86387460 361156069 331731056 0 0 0 0 0 0 26198687 23284042 514511509 497650905 23019388 28446071 0 0 13389434 18809354 62052329 60613400 0 0 0 0 0 0 3000000 13000000 78998890 112652499 180460041 233521324 X 32305095 -20904454 220261662 202547002 81484711 82487033 334051468 264129581 514511509 497650905 X 4458114 -74380001 X false true true X true true X 142800076 154056468 156486206 182249525 204529422 840121697 142800076 154056468 156486206 182249525 204529422 840121697 840121697 4421287 4460464 4254074 4380118 4720711 22236654 341665 341665 357991 337128 595971 431947 1325380 3048417 865748433 52906437 0.97040 0.96871 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true false true 505 true 1448 false true 26277 true 3580 false 31810 false LOBBYING ACTIVITY EXPLANATION SCHEDULE C THE WOODS HOLE OCEANOGRAPHIC INSTITUTION DID NOT PARTICIPATE OR INTERVENE IN ANY POLITICAL CAMPAIGNS. THE WOODS HOLE OCEANOGRAPHIC INSTITUTION EMPLOYS A DIRECTOR OF GOVERNMENT RELATIONS WHO IS REGISTERED AS A LOBBYIST WITH THE U.S. SENATE AND THE U.S. HOUSE OF REPRESENTATIVES TO LOBBY ON A BROAD RANGE OF POLICY AND SPENDING LEGISLATION RELATING TO OCEAN SCIENCE. SPECIFICALLY, WHOI LOBBIES FOR INCREASED FUNDING FOR COMPETITIVE OCEAN SCIENCE GRANT PROGRAMS IN THE US NAVY, THE NATIONAL SCIENCE FOUNDATION, AND THE NATIONAL OCEANIC AND ATMOSPHERIC ADMINISTRATION. IN ADDITION, THE INDIVIDUAL REPORTS TO WOODS HOLE OCEANOGRAPHIC INSTITUTION ON DEVELOPMENTS AND ISSUES OF INTEREST TO AND/OR FACING THE INSTITUTION. FOR THE YEAR ENDED DECEMBER 31, 2011, WHOI PAID $8,214 IN COMPENSATION TO THIS INDIVIDUAL FOR LOBBYING ACTIVITIES. DIRECT CONTACT WITH LEGISLATORS, THEIR STAFFS, GOVERNMENT OFFICIALS, OR A LEGISLATIVE BODY PRODUCED COSTS OF $18,063 FOR DOMESTIC TRAVEL, MEALS, AND OFFICE RENT. THE ORGANIZATION PAID MEMBERSHIP DUES OF $1,080 TO MEMBER ORGANIZATIONS WHICH MAY ENGAGE IN LOBBYING ACTIVITIES. THEREFORE, A PORTION OF THE DUES MAY BE ATTRIBUTABLE TO LOBBYING ACTIVITIES. ADDITIONAL COSTS WERE INCURRED FOR MAILINGS ($505), PUBLICATIONS ($1,448), AND SEMINARS ($2,500). WHOI ALSO PROVIDES EXPERT ADVICE TO CONGRESS ON OCEAN MATTERS INCLUDING ENVIRONMENTAL QUALITY, CLIMATE CHANGE AND MARINE RESOURCES. X 1 11.00 0 1 true 4.00 400 true 347898559 2493109 -7074013 13617931 329699724 317845815 7995383 38354918 16297557 347898559 264540552 788623 69276908 15348010 1412258 317845815 383839989 1638049 -101788792 6682238 6992993 5473463 264540552 0.24720 0.20520 0.54760 false false false 203724 1361868 1565592 774217 47440097 20206828 28007486 30297099 23987661 6309438 1091019 106957726 57543801 50504944 86387460 0 SUPPLEMENT RETIREMENT RESERVE 7018821 ACCRUED PENSION LIABILITY 95572295 ACCRUED POSTRETIREMENT LIABILI 10061383 112652499 231017407 226559293 4458114 -18542399 -55837602 -74380001 -69921887 207345043 -18542399 -5416618 -23959017 231304060 -286653 -286653 231017407 226845946 286653 286653 226559293 226559293 CONSERVATION EASEMENTS FORM 990, SCHEDULE D, PART II, LINE 5 FACILITIES OFFICE PERSONNEL WALK THE CONSERVATION EASEMENT AREA TWICE A YEAR TO ENSURE THAT THERE ARE NO ENCROACHMENTS ON THE 11 ACRE AREA AND THAT THERE ARE NO PROHIBITED USES AS DEFINED IN THE TERMS OF THE CONSERVATION RESTRICTION. FORM 990, SCHEDULE D, PART II, LINE 9 THE WOODS HOLE OCEANOGRAPHIC INSTITUTION'S CONSERVATION EASEMENT IS NOT ACCOUNTED FOR SEPARATELY, BUT IS INCLUDED AS PART OF LAND ON THE BALANCE SHEET. INTENDED USE OF ENDOWMENT FUND FORM 990, SCHEDULE D, PART V, LINE 4 -PROVIDE A STREAM OF INCOME IN SUPPORT OF ANNUAL BUDGETARY NEEDS. -PRESERVE AND ENHANCE THE REAL (INFLATION-ADJUSTED) PURCHASING POWER. -PROVIDE SUPPORT FOR CAPITAL INVESTMENT NEEDS AS THEY ARISE. other liabilities SCHEDULE D, PART X, LINE 2 Woods Hole Oceanographic Institution does not have a fin 48 footnote in its financial statements. ADJUSTMENTS TO NET ASSETS FORM 990, SCHEDULE D, PART XI, LINE 8 UNREALIZED LOSS ON SWAP (5,447,368) PENSION RELATED CHANGES OTHER THAN COST (38,886,476) RECLASSIFICATION OF ASSETS 30,750 CHANGE IN SPLIT INTEREST AGREEMENTS (1,128,470) DISTRIBUTION IN EXCESS OF INCOME EARNED (15,856,100) CHANGE IN PREPAID PENSION COST 5,450,062 =========== TOTAL (55,837,602) REVENUE INCLUDED ON BOOKS BUT NOT ON RETURN FORM 990, SCHEDULE D, PART XII, LINE 2D UNREALIZED LOSS ON SWAPS (5,447,368) RECLASSIFICATION OF ASSETS 30,750 =========== TOTAL (5,416,618) REVENUE INCLUDED ON RETURN BUT NOT ON BOOKS FORM 990, SCHEDULE D, PART XII, LINE 4B RENTAL EXPENSE 286,653 EXPENSES INCLUDED ON BOOKS BUT NOT ON RETURN FORM 990, SCHEDULE D, PART XIII, LINE 2D RENTAL EXPENSE 286,653 Central America and the Caribbean 4 Program Services SHIP OPERATIONS 9273 Central America and the Caribbean 1 1 Program Services SCIENTIFIC RESEARCH 2644 Europe (Including Iceland and Greenland) 4 Program Services SHIP OPERATIONS 19036 Middle East and North Africa 1 27 Program Services SCIENTIFIC RESEARCH 596218 Sub-Saharan Africa 1 Program Services SHIP OPERATIONS 1299 Central America and the Caribbean Investments 68599000 2 37 2 37 69227470 69227470 true false true true true true DESCRIPTION OF FOREIGN ACTIVITIES SCHEDULE F, PART I, LINE 3 WOODS HOLE OCEANOGRAPHIC INSTITUTION (WHOI) OPERATES THREE U.S. GOVERNMENT-OWNED OCEANOGRAPHIC RESEARCH VESSELS UNDER THE UNIVERSITY-NATIONAL OCEANOGRAPHIC LABORATORY SYSTEM (UNOLS). THE SHIPS OPERATE BY "LEGS," PERIODS OF TIME AT SEA. EACH LEG ENDS IN A PORT OF CALL TO DISEMBARK RESEARCHERS, EQUIPMENT AND SOMETIMES MARINE CREW, THEN LOAD EQUIPMENT, AND BOARD THE NEXT SET OF RESEARCHERS AND SOMETIMES CREW MEMBERS FOR THE FOLLOWING LEG. SOME PORTS OF CALL ARE IN FOREIGN REGIONS AS DETERMINED BY GRANTS THAT FUND SHIP OPERATIONS. WHOI DOES NOT CONSIDER THESE TRANSIENT ACTIVITIES TO CONSTITUTE FOREIGN ACTIVITIES THAT SHOULD BE REPORTED ON FORM 990, SCHEDULE F. IN ALL OF THESE CASES THE PURPOSE OF JOINING A SHIP IS TO CONDUCT RESEARCH ACTIVITIES OR SHIP OPERATIONS AT SEA, NOT IN THE FOREIGN COUNTRY. HOWEVER, AGENTS, PRIMARILY SHIP'S AGENTS WHO ARE PAID FOR SERVICES TO FACILITATE THE TURNOVER BETWEEN LEGS AT SEA, ARE REPORTED BY NUMBER AND TOTAL EXPENDITURES (PART I, LINE 3, COLUMN (C) & (F)). TWO PLACES IN FOREIGN REGIONS CAN BE IDENTIFIED WHERE RESEARCH IS CARRIED OUT ON A REPEATED BASIS. ONE, IN THE MIDDLE EAST & NORTH AFRICA REGION, A GRADUATE-LEVEL SCIENTIFIC RESEARCH UNIVERSITY HAS AN AGREEMENT WITH WHOI TO COLLABORATE ON MARINE RESEARCH PROJECTS. THE OTHER IS THE LIQUID JUNGLE LAB (LJL) IN THE CENTRAL AMERICA/CARRIBEAN REGION. WHOI USES THESE FACILITIES, BUT DOES NOT HAVE AN OWNERSHIP INTEREST. THIS IS THE BASIS FOR COUNTING THEM AS OFFICES FOR THE PURPOSES OF PART I, LINE 3, COLUMN (B). ACTIVITIES PER REGION PART I, LINE 3, COLUMNS (B) & (F) REPORTABLE INFORMATION IS OBTAINED THROUGH WHOI'S FINANCIAL MANAGEMENT SYSTEM. PROVISION OF COLUMN (F) DATA FOR THE UNIVERSITY WAS FACILITATED BY A LOCALLY-IMPOSED ACCOUNTING PROCEDURE THAT SEPARATES COSTS INCURRED INSIDE ITS BORDERS FROM THOSE INCURRED OUTSIDE. true FELLOWSHIPS/SCHOLARSHIPS 85 4181892 BOOK TUITION STIPENDS 216 3864128 FELLOWSHIPS/SCHOLARSHIPS 84 1503937 MAINTAINING RECORDS FORM 990, SCHEDULE I, PART I, LINE 1 APPLICATIONS FOR ADMISSIONS ARE REVIEWED BY FACULTY. STUDENTS ARE ADMITTED BASED UPON THEIR ACADEMIC RECORD, AND ALL ARE GIVEN SUPPORT THROUGH EITHER WHOI OR MIT. WRITTEN RECORDS OF ALL DECISIONS ARE RETAINED. MONITORING USE OF GRANT FUNDS FORM 990, SCHEDULE I, PART I, LINE 2 EACH STUDENT'S ACADEMIC PROGRESS IS EVALUATED YEARLY. X false true X X X X X false true false false false false false false false SUSAN K AVERY 365363 0 0 0 48706 0 104583 0 19835 0 538487 0 0 0 LAURENCE MADIN 247398 0 0 0 71542 0 88901 0 12717 0 420558 0 0 0 ROBERT WELLER 199887 0 0 0 23386 0 65500 0 20580 0 309353 0 0 0 ROBERT DETRICK 231645 0 0 0 1949 0 65954 0 777 0 300325 0 0 0 SUSAN HUMPHRIS 174872 0 0 0 23196 0 54630 0 17528 0 270226 0 0 0 JAMES YODER 222029 0 0 0 12044 0 66295 0 15884 0 316252 0 0 0 THOMAS G NEMMERS 99220 0 0 0 4427 0 30064 0 16743 0 150454 0 0 0 DONALD ANDERSON 167415 0 0 0 23650 0 59853 0 21529 0 272447 0 0 0 CHRISTOPHER WINSLOW 298602 0 0 0 18693 0 85654 0 19215 0 422164 0 0 0 PRIYA MCCUE 224882 0 0 0 16735 0 49697 0 17415 0 308729 0 0 0 ROBERT MUNIER 225132 0 0 0 23048 0 47132 0 18326 0 313638 0 0 0 JUDY MCDOWELL 162097 0 0 0 23130 0 58650 0 20817 0 264694 0 0 0 WILLIAM JENKINS 187554 0 0 0 23314 0 65646 0 14508 0 291022 0 0 0 HOUSING ALLOWANCE DESCRIPTION FORM 990, SCHEDULE J, LINE 1B AN ON-SITE RESIDENCE IS MADE AVAILABLE TO THE PRESIDENT/DIRECTOR AS AN ELEMENT OF HER EMPLOYMENT CONTRACT. IMPUTED INCOME IS CALCULATED FOR THIS HOUSING PROVISION. SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN FORM 990, SCHEDULE J, LINE 4B THE ORGANIZATION MAINTAINS A RETIREMENT BENEFIT RESTORATION PLAN "PLAN" FOR CERTAIN EMPLOYEES. UNDER THE PLAN, PARTICIPANTS ARE ENTITLED TO CERTAIN RESTORATION BENEFIT PAYMENTS UPON OBTAINMENT OF TARGET RETIREMENT AGE, DEATH, DISABILITY, OR INVOLUNTARY TERMINATION. FOR 2011, LAURENCE MADIN RECEIVED $47,784. ACCRUALS FOR PLAN PARTICIPANTS ARE REFLECTED IN SCHEDULE J, PART II, COLUMN C. CERTAIN INDIVIDUALS LISTED ON SCHEDULE J, PART II ARE ELIGIBLE TO PARTICIPATE IN A SUPPLEMENTAL RETIREMENT PLAN. UNDER THE PLAN, PARTICIPANTS ARE ENTITLED TO CERTAIN BENEFITS UPON RETIREMENT. CONTRIBUTIONS UNDER THE PLAN ARE INCLUDED IN SCHEDULE J, PART II, COLUMN C. MHEFA 042456011 57586ECE9 2008-12-04 64403887 REFINANCED BOND ISSUE OF 6/29/2004 false false false 3869481 0 64482881 0 0 0 592200 0 0 10190681 53700000 0 2011 true false true true false false false false 0.01007 0.01007 true false false false 0 false false false 0 false true SEE SCHEDULE O 0 DONALD ANDERSON EDUCATION X 9217 1418 false true false DONALD ANDERSON EDUCATION X 25000 20000 false true false 21418 29160 STIPEND/FELLOW 53180 EDUC. ASSIST X 18 246166 FMV false true false CONTRIBUTION METHOD FORM 990, SCHEDULE M, PART I, COLUMN (B) WOODS HOLE OCEANOGRAPHIC INSTITUTION HAS REPORTED THE NUMBER OF CONTRIBUTIONS ON THIS SCHEDULE. MISSION STATEMENT FORM 990, PART I, LINE 1 AND PART III, LINE 1 THE WOODS HOLE OCEANOGRAPHIC INSTITUTION IS DEDICATED TO RESEARCH AND EDUCATION TO ADVANCE UNDERSTANDING OF THE OCEAN AND ITS INTERACTION WITH THE EARTH SYSTEM, AND TO COMMUNICATE THIS UNDERSTANDING FOR THE BENEFIT OF SOCIETY. DELEGATION OF BOARD AUTHORITY FORM 990, PART VI, LINE 1A THE BOARD OF TRUSTEES DELEGATES BROAD AUTHORITY TO ACT IN ITS STEAD TO AN EXECUTIVE COMMITTEE. PER BYLAWS, THE COMPOSITION AND SCOPE OF AUTHORITY OF THE EXECUTIVE COMMITTEE ARE AS FOLLOWS: THE EXECUTIVE COMMITTEE SHALL BE COMPOSED OF THE CHAIRMAN OF THE BOARD OF TRUSTEES; CHAIRMAN OF THE CORPORATION; THE PRESIDENT AND DIRECTOR; THE TREASURER; THE CHAIRS OF THE BUSINESS DEVELOPMENT AND TECHNOLOGY TRANSFER COMMITTEE, COMPENSATION COMMITTEE, COMMITTEE ON THE BOARD, DEVELOPMENT COMMITTEE, INVESTMENT COMMITTEE, RESEARCH AND EDUCATION COMMITTEE; AND OTHER TRUSTEES AND LIFE TRUSTEES, FOR A TOTAL COMMITTEE MEMBERSHIP OF NOT MORE THAN FIFTEEN. THE CHAIRMAN OF THE BOARD OF TRUSTEES SHALL SERVE AS THE CHAIR OF THE EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE SHALL HAVE AND MAY EXERCISE, SO FAR AS MAY BE PERMITTED BY LAW, ALL OF THE POWERS OF THE BOARD DURING THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF TRUSTEES EXCEPT SUCH POWERS OR DUTIES AS MAY HAVE BEEN SPECIFICALLY DELEGATED BY THE BOARD TO OTHER COMMITTEES OR OFFICERS, AND SHALL HAVE POWER TO AUTHORIZE THE SEAL OF THE CORPORATION TO BE AFFIXED TO ALL PAPERS WHICH MAY REQUIRE IT, AND SUCH OTHER POWERS AS THE BOARD MAY DELEGATE TO IT. THE EXECUTIVE COMMITTEE MAY HOLD MEETINGS AND MAKE RULES FOR THE CONDUCT OF ITS BUSINESS AS IT SHALL FROM TIME TO TIME DEEM NECESSARY OR ADVISABLE. THE PRESENCE OF AT LEAST FIVE MEMBERS OF THE EXECUTIVE COMMITTEE WHO ARE TRUSTEES SHALL CONSTITUTE A QUORUM AND MAY TAKE ACTION BY MAJORITY VOTE OF SUCH QUORUM. ALL ACTIONS OF THE EXECUTIVE COMMITTEE SHALL BE REPORTED TO THE BOARD IN WRITING OR AT THE NEXT MEETING OF THE BOARD. CONSISTENT WITH THE PROVISIONS OF THE MASSACHUSETTS GENERAL LAWS, THE EXECUTIVE COMMITTEE SHALL NOT HAVE THE AUTHORITY TO: (I) CHANGE THE PRINCIPAL OFFICE OF THE CORPORATION; (II) AMEND THE BYLAWS; (III) ELECT THE STATUTORY OFFICERS OF THE CORPORATION INCLUDING THE PRESIDENT AND DIRECTOR, TREASURER, AND CLERK, OR FILL VACANCIES IN SUCH OFFICES; (IV) SET COMPENSATION FOR MEMBERS OF THE DIRECTORATE OF THE INSTITUTION WITHOUT A VOTE BY THE FULL BOARD; (V) CHANGE THE NUMBER OF THE BOARD OF TRUSTEES OR FILL VACANCIES IN THE BOARD OF TRUSTEES; OR (VI) REMOVE OFFICERS OR TRUSTEES FROM OFFICE. 990 REVIEW PROCESS FORM 990, PART VI, LINE 11A WOODS HOLE OCEANOGRAPHIC INSTITUTION'S (WHOI) FORM 990 IS PREPARED WITH THE ASSISTANCE OF ITS OUTSIDE TAX ACCOUNTANTS. FOLLOWING WHOI'S INTERNAL MANAGEMENT'S REVIEW, A DRAFT VERSION OF THE RETURN IS DISTRIBUTED TO THE AUDIT COMMITTEE FOR REVIEW AND COMMENTS. ONCE THE RETURN HAS BEEN UPDATED WITH INTERNAL MANAGEMENT AND AUDIT COMMITTEE'S COMMENTS, EACH VOTING MEMBER OF THE GOVERNING BODY, THE PRESIDENT & DIRECTOR AND VICE PRESIDENT FOR FINANCE & ADMINISTRATION & CHIEF FINANCIAL OFFICER, WILL RECEIVE COPIES OF FORM 990 FOR REVIEW. THE AUDITORS/TAX CONSULTANTS WILL THEN FINALIZE THE FORM 990. COPIES OF COMPLETED FORM 990 WILL BE DISTRIBUTED IN ELECTRONIC OR PAPER FORM TO MEMBERS OF THE GOVERNING BODY PRIOR TO FILING WITH THE IRS. A DESIGNEE OF THE VICE PRESIDENT FOR FINANCE & ADMINISTRATION & CHIEF FINANCIAL OFFICER WILL BE RESPONSIBLE FOR MAINTAINING A CURRENT DISTRIBUTION LIST AND DISTRIBUTING THE COPIES. CONFLICT OF INTEREST COMPLIANCE FORM 990, PART VI, LINE 12C EACH TRUSTEE, OFFICER, AND KEY EMPLOYEE OF WOODS HOLE OCEANOGRAPHIC INSTITUTION ("WHOI") IS REQUIRED TO DISCLOSE ON AN ONGOING BASIS, IN WRITING, ON WHOI'S DISCLOSURE STATEMENT, (A) ANY FINANCIAL OR BUSINESS RELATIONSHIPS THAT HE OR SHE, OR ANY FAMILY MEMBER, HAS WITH WHOI OR ANY AFFILIATED ORGANIZATION OR WITH ORGANIZATIONS THAT DO BUSINESS WITH WHOI OR ANY AFFILIATED ORGANIZATION, (B) ANY ELECTED OR APPOINTIVE OFFICE OR POSITION THAT HE OR SHE, OR ANY FAMILY MEMBER, HOLDS IN A BRANCH OF GOVERNMENT OR IN A REGULATORY AGENCY HAVING AUTHORITY OR JURISDICTION OVER WHOI, OR (C) OTHER PERSONAL, FAMILIAL, FINANCIAL, OR BUSINESS RELATIONSHIPS THAT OTHERWISE COULD BE CONSTRUED TO AFFECT THE INDEPENDENT, UNBIASED JUDGMENT OF SUCH TRUSTEE OR OFFICER IN LIGHT OF HIS OR HER DECISION-MAKING AUTHORITY OR RESPONSIBILITIES FOR WHOI. THE DISCLOSURE STATEMENTS ARE FILED WITH WHOI'S CLERK AND THE CLERK WILL PREPARE A REPORT ANNUALLY OR MORE FREQUENTLY AS NECESSARY FOR THE TRUSTEES AND OFFICERS SUMMARIZING ANY CONFLICT ISSUES. THE AUDIT COMMITTEE REVIEWS THE DISCLOSURE REPORTS AND ANY CONFLICTS OR POTENTIAL CONFLICTS ARE BROUGHT TO THE EXECUTIVE COMMITTEE'S ATTENTION. THE EXECUTIVE COMMITTEE WILL DETERMINE WHETHER A CONFLICT EXISTS BASED ON WHOI'S CONFLICT OF INTEREST POLICY. IF A CONFLICT OF INTEREST IS DETERMINED, THE EXECUTIVE COMMITEE WILL EXERCISE THEIR JUDGMENT ON THE BEST COURSE TO FOLLOW. COMPENSATION APPROVAL FORM 990, PART VI, LINE 15 THE ANNUAL COMPENSATION PROCESS CONSISTS OF COMPARABLE, RELEVANT MARKET DATA FOR THE INSTITUTION'S POSITIONS OBTAINED FROM PUBLISHED SURVEYS, AND OTHER AVAILABLE SOURCES SUCH AS PEER ORGANIZATIONS' 990 FORMS. OTHER SURVEYS OF SPECIALIZED SKILL SETS OR EMPLOYEE ATTRIBUTES CRITICAL TO THE SUCCESS OF THE INSTITUTION WILL ALSO BE INCORPORATED AS NEEDED. MOREOVER, THE COMMITTEE MAY RELY ON MEMBERS OF WHOI MANAGEMENT AND OUTSIDE ADVISORS, CONSULTANTS, AND COUNSEL TO PROVIDE MARKET DATA REPORTS, ANALYSIS, AND OPINIONS WITH RESPECT TO COMPENSATION-RELATED MATTERS. ALL COMPENSATION DECISIONS MADE ARE DOCUMENTED IN THE MINUTES. PUBLIC DISCLOSURE OF DOCUMENTS FORM 990, PART VI, LINE 19 THE WOODS HOLE OCEANOGRAPHIC INSTITUTION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC THROUGH ITS WEBSITE. RECONCILIATION OF NET ASSETS FORM 990, PART XI, LINE 5 NET UNREALIZED LOSSES ON INVESTMENTS (18,542,399) UNREALIZED LOSS ON SWAP (5,447,368) PENSION RELATED CHANGES OTHER THAN COST (38,886,476) RECLASSIFICATION OF ASSETS 30,750 CHANGE IN SPLIT INTEREST AGREEMENTS (1,128,470) DISTRIBUTION IN EXCESS OF INCOME EARNED (15,856,100) CHANGE IN PREPAID PENSION COST 5,450,062 ============ TOTAL (74,380,001) TOTAL PROCEEDS OF ISSUE SCHEDULE K, PART II, LINE 3 THE AMOUNT REPORTED INCLUDES TOTAL PROCEEDS OF ISSUE AND INTEREST EARNED OF $78,994. PROCEDURES TO UNDERTAKE CORRECTIVE ACTION SCHEDULE K, PART V WOODS HOLE OCEANOGRAPHIC INSTITUTION IS IN THE PROCESS OF IMPLEMENTING WRITTEN PROCEDURES TO ENSURE THAT VIOLATIONS OF FEDERAL TAX REQUIREMENTS ARE TIMELY IDENTIFIED AND CORRECTED THROUGH THE VOLUNTARY CLOSING AGREEMENT PROGRAM IF SELF-REMEDIATION IS NOT AVAILABLE UNDER APPLICABLE REGULATIONS. EOM Offshore LLC 20 Jonathon Bourne Dr Pocasset MA 02559 800436296 BLD MOORING MA 717360 580364 WOODS HOLE WHOI TAX EXEMPT EMP WELFARE BEN TRUST 569 WOODS HOLE ROAD WOODS HOLE MA 02543 043282355 BEN. TRUST MA 501(C)(9) N/A WOODS HOLE true QUISSETT DEVELOPMENT CORP REALTY TRUST 569 WOODS HOLE ROAD WOODS HOLE MA 02543 266212595 LICENSING MA WOODS HOLE TRUST 0 0 1.00000 CHARITABLE REMAINDER TRUST (1) SUPPORT MA WOODS HOLE TRUST CHARITABLE REMAINDER TRUST (2) SUPPORT NY WOODS HOLE TRUST CHARITABLE REMAINDER TRUST (1) SUPPORT FL WOODS HOLE TRUST false false false false false false false false false false false false false false false false true false WHOI TAX EXEMPT EMP WELFARE BEN TRUST Q 492572 cash