2011-08-01T10:32:20-05:00 2010-12-31 RSM MCGLADREY INC 7200 GLEN FOREST DR STE 200 RICHMOND VA 23226 990 2010-01-01 540505986 YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER RICHMOND YOUN 8046499622 2 WEST FRANKLIN STREET RICHMOND VA 23220 W RANDOLPH SPEARS 8046499622 2011-07-26 1 TRACI R KUBE 8042822121 2010 2016-02-24 21:20:13Z YMCA OF GREATER RICHMOND BARRY M TAYLOR 2 WEST FRANKLIN STREET RICHMOND VA 23220 40065054 0 X YMCARICHMOND.ORG X 1856 VA TO PUT CHRISTIAN PRINCIPLES INTO PRACTICE THROUGH PROGRAMS THATBUILD HEALTHY SPIRIT MIND&BODY FOR ALL 60 55 2489 7363 0 0 6136770 5741733 30457629 31433546 -304288 58277 222206 238870 36512317 37472426 357613 379806 0 0 20295971 20827015 190241 204144 2034655 13558939 13967407 34402764 35378372 2109553 2094054 63733742 81115798 16143183 30903433 47590559 50212365 THE YMCA OF GREATER RICHMOND'S MISSION IS TO PUT CHRISTIAN PRINCIPLES INTO PRACTICE THROUGH PROGRAMS THAT BUILD HEALTHY SPIRIT, MIND AND BODY FOR ALL. THE ORGANIZATION SERVED 162,192 PEOPLE IN 2010. 0 0 18839709 23656126 HEALTHY LIVING IS THE LARGEST OF THREE PROGRAM SERVICE EXPENSES. THE Y'S COMMITMENT TO HEALTHY LIVING MAKES IT A LEADING VOICE ON HEALTH AND WELL-BEING. WE BRING FAMILIES CLOSER TOGETHER, ENCOURAGE GOOD HEALTH, AND FOSTER CONNECTIONS THROUGH FITNESS, SPORTS, FUN AND SHARED INTERESTS. THIS AREA OF SERVICE TOUCHES ALL AGES - INFANTS TO SENIORS. THIS IS ESPECIALLY IMPORTANT AS OUR NATION STRUGGLES WITH AN OBESITY CRISIS, FAMILIES STRUGGLE WITH WORK/LIFE BALANCE, AND INDIVIDUALS SEARCH FOR PERSONAL FULFILLMENT. IN 2010, 64,048 SWIM LESSONS WERE TAUGHT AND 8,431 CHILDREN WERE ENROLLED IN YOUTH SPORTS. NINETY-SIX AREA CORPORATIONS PARTNERED WITH THE YMCA FOR WELLNESS INITIATIVES FOR EMPLOYEES. 8840595 7765567 YOUTH DEVELOPMENT IS THE SECOND LARGEST OF THE PROGRAM SERVICE EXPENSES. OUR YMCA IS COMMITTED TO YOUTH DEVELOPMENT BY NURTURING THE POTENTIAL OF EVERY CHILD AND TEEN. WE BELIEVE THAT ALL CHILDREN DESERVE THE OPPORTUNITY TO DISCOVER WHO THEY ARE AND WHAT THEY CAN ACHIEVE. THAT'S WHY WE HELP YOUNG PEOPLE CULTIVATE THE VALUES, SKILLS AND RELATIONSHIPS THAT LEAD TO POSITIVE BEHAVIORS, BETTER HEALTH, AND EDUCATIONAL ACHIEVEMENT. IN 2010, 3,592 STUDENTS ATTENDED SUMMER CAMP; AND 3,414 STUDENTS ENROLLED IN PRESCHOOL, BEFORE- AND AFTER-SCHOOL PROGRAMS AT 42 YMCA BRANCH AND SCHOOL SITES. 2272630 379806 11853 SOCIAL RESPONSIBILITY IS THE THIRD LARGEST PROGRAM SERVICE EXPENSE. OUR YMCA IS COMMITTED TO SOCIAL RESPONSIBILITY BY GIVING BACK AND SUPPORTING OUR NEIGHBORS. WE HAVE BEEN LISTENING AND RESPONDING TO OUR COMMUNITY'S MOST CRITICAL SOCIAL NEEDS FOR MORE THAN 157 YEARS. IN 2010, 7,363 PEOPLE VOLUNTEERED THEIR TIME IN YMCA OF GREATER RICHMOND PROGRAMS; YMCA BRIGHT BEGINNINGS PROVIDED DISADVANTAGED CHILDREN WITH BACK-TO-SCHOOL SHOPPING AND GRADE-SPECIFIC SUPPLIES; YMCA TEEN PROGRAMS REACH ONE-FIFTH OF ALL TEENS IN THE RICHMOND METRO AREA; AND 7,604 ADULTS OVER AGE 65 WERE ENGAGED IN YMCA PROGRAMS. 29952934 1 1 0 1 0 0 0 1 1 1 0 0 0 1 1 1 0 0 0 0 0 0 1 1 0 0 0 1 1 1 0 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 1 163 0 2489 1 0 0 0 0 0 1 1 0 0 0 0 0 X 60 55 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X X W RANDOLPH SPEARS 8046499622 2 W FRANKLIN ST RICHMOND VA 23220 HARTWELL H ROPER 2.00 X 0 0 0 O REID ASHE JR 2.00 X 0 0 0 TIFFANY B ARMSTRONG 1.00 X 0 0 0 WILFORD H BALL III 2.00 X 0 0 0 ROBERT M ALEXANDER 1.00 X 0 0 0 WILLIAM ALLCOTT 1.00 X 0 0 0 MARILYN G NORMAN 1.00 X 0 0 0 WYATT S BEAZLEY IV 1.00 X 0 0 0 BRAD H BOOKER 1.00 X 0 0 0 DAVID A HEACOCK 1.00 X 0 0 0 MARILYN E COLE 1.00 X 0 0 0 CYANE B CRUMP 1.00 X 0 0 0 STEPHEN C DARRAH 2.00 X 0 0 0 MICHAEL D DAVIS 2.00 X 0 0 0 THOMAS F GARNER JR 1.00 X 0 0 0 J MICHAEL GRAPPONE 1.00 X 0 0 0 KELLY C HARRIS-BRAXTON 1.00 X 0 0 0 JACK A HOLMES 1.00 X 0 0 0 JOSEPH M LAWRENCE 1.00 X 0 0 0 MARC B MOYERS 2.00 X 0 0 0 MICHAEL DAVID ROBINSON 1.00 X 0 0 0 ABIGAIL FARRIS ROGERS 2.00 X 0 0 0 NANCY NEWTON ROGERS 2.00 X 0 0 0 JOSE M RUBIO 1.00 X 0 0 0 CORA SLADE SALZBERG 1.00 X 0 0 0 THOMAS E SHOCKLEY 1.00 X 0 0 0 KIRK E SPITZER 2.00 X 0 0 0 JOHN B WAKE JR 2.00 X 0 0 0 DOUGLAS D WESTMORELAND 1.00 X 0 0 0 HOWARD A WILLARD III 1.00 X 0 0 0 JOSEPH ATKINS LEMING MD FAAFP 1.00 X 0 0 0 ROGER E ORTEGA SR 1.00 X 0 0 0 RAYMOND E MOORE 2.00 X 0 0 0 THOMAS M STINSON 1.00 X 0 0 0 JAMELLE SMITH WILSON 1.00 X 0 0 0 KAREN S PROPS 1.00 X 0 0 0 JESUS A ORTIZ 1.00 X 0 0 0 MARK S FERNANDES 1.00 X 0 0 0 WAYNE LYNCH 1.00 X 0 0 0 HLARRY GIANCATERINO 1.00 X 0 0 0 PETE WASHINGTON 1.00 X 0 0 0 BARBARA A ALKIRE 1.00 X 0 0 0 MARY M HARRISON 1.00 X 0 0 0 ROBERT J MAGNANO 1.00 X 0 0 0 RENEE K WAGNER 1.00 X 0 0 0 GARY M GORE 1.00 X 0 0 0 MICHAEL J MCCULLOUGH 1.00 X 0 0 0 CHERYL J MINOR 1.00 X 0 0 0 BRYAN T NORWOOD 1.00 X 0 0 0 MARK T WATKINS 1.00 X 0 0 0 NICHOLAS G WALKER 1.00 X 0 0 0 MARY JO DODSON 1.00 X 0 0 0 THOMAS E BEAMES JR 1.00 X 0 0 0 ROBERT F CARREL 1.00 X 0 0 0 DONALD B GARBER 1.00 X 0 0 0 DERIK E JONES 1.00 X 0 0 0 MARTY H KILGORE 1.00 X 0 0 0 CLAUDIA N MACSWAIN 1.00 X 0 0 0 TRACEY A RAGSDALE 1.00 X 0 0 0 DONALD S RICHARDS 1.00 X 0 0 0 BARRY M TAYLOR 40.00 X 225083 0 35771 WILLIAM R SPEARS 40.00 X 144342 0 21385 KAREN KEEGAN 40.00 X 146866 0 22609 RICHARD P LYONS 40.00 X 142500 0 26183 NANCY R TREGO 40.00 X 131691 0 20698 LELAND MUCKEY 40.00 X 108455 0 21829 MEGAN O'NEILL 40.00 X 110463 0 28445 1009400 0 176920 7 0 1 0 WORLEY ASSOCIATES - ARCHITECTS 908 NTHOMPSON STREET RICHMOND VA 23230 ARCHITECTS 200725 MCGUIREWOODS LLP 901 E CARY STREET RICHMOND VA 23286 LAWYER 162581 BIG JOHN'S JANITORIAL 1665 ROCKWOOD RD RICHMOND VA 23226 JANITORIAL SERVICE 105580 3 442006 13040 174767 5111920 264345 5741733 MEMBERSHIP-SEE STMT 624100 20735210 20735210 CHILD CARE - SEE STMT 624410 7777420 7777420 FITNESS - SEE STMT 713940 2898159 2898159 TRAINING FEES-SEE STMT 624100 15193 15193 CHILD CARE - SEE STMT 624410 7564 7564 31433546 212005 212005 171059 171059 171059 171059 2341297 22770 2209174 308621 132123 -285851 -153728 -153728 74336 13040 42302 32034 32034 53439 32531 20908 20908 VENDING COMMISSIONS 722210 14869 14869 14869 37472426 31433546 0 297147 379806 379806 781888 231457 416741 133690 16560646 14163799 1186761 1210086 1113832 903877 103671 106284 890476 676326 126480 87670 1480173 1256703 123883 99587 19141 19141 48625 48625 3000 3000 204144 204144 55599 55599 227363 173132 53592 639 534358 307508 226850 1288228 1154098 108598 25532 578789 27874 550915 5156532 5125131 31034 367 467766 389777 68738 9251 111447 52227 55281 3939 175679 175679 260361 260361 2679407 2544426 108107 26874 13169 12924 245 SUPPLIES 1563295 1440172 896 122227 EMPLOYEE EXPENSES 297241 231745 64538 958 SMALL EQUIPMENT 150789 150789 BAD DEBT EXPENSE 146020 146020 OTHER 131406 119613 11793 59192 29490 26295 3407 35378372 29952934 3390783 2034655 8568 7404 5239413 7463906 3547220 3708807 180931 166159 473154 424445 81285489 29200176 47437703 52085313 5821977 15994383 1024776 1265381 63733742 81115798 2524201 2575546 901608 928582 7865000 26000000 107538 106006 1395084 1274073 3349752 19226 16143183 30903433 X 41267373 43209903 3574546 4252736 2748640 2749726 47590559 50212365 63733742 81115798 X 2094054 527752 X 0 1 1 X 0 X 5095092 5795529 6552107 6136770 5741733 29321231 5095092 5795529 6552107 6136770 5741733 29321231 2113356 27207875 548171 565424 554109 399662 383064 2450430 31771661 154765854 0.85640 0.86850 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 1 3000 0 0 3000 0 EXPLANATION OF OTHER LOBBYING ACTIVITIES: PART II-B, LINE 1I: YMCA HIRED AN INDEPENDANT CONTRACTOR COMPANY FOR DIRECT COMMUNICATIONS WITH LEGISLATORS REGARDING FAMILY PROGRAMMING WHICH INCLUDES CHILD CARE, FITNESS, AND YOUTH MATTERS, IN ADDITION TO TAXATION ISSUES. 0 1 4873628 104735 682428 93146 90217 5477428 3984645 116651 1022362 138053 111977 4873628 5818372 105991 -1641026 173119 125573 3984645 0.24000 0.50000 0.26000 1 0 6201216 6201216 63716262 20982534 42733728 10347761 7786339 2561422 1020250 431303 588947 52085313 CAPITAL LEASE OBLIGATION 19226 19226 37472426 35378372 2094054 527752 527752 2621806 38360862 527752 527752 37833110 -360684 -360684 37472426 35739056 360684 360684 35378372 0 35378372 PART IV, LINE 2B: THE YMCA OF GREATER RICHMOND ACTS AS AN AGENT FOR THE VIRGINIA ALLIANCE OF YMCA'S FOR FINANCIAL TRANSACTIONS ASSOCIATED WITH THE OPERATION OF THE ALLIANCE. THE ALLIANCE HAS ULTIMATE AUTHORITY OVER FUNDS RECEIVED AND DISBURSED BY THE YMCA OF GREATER RICHMOND. DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: THE INCOME GENERATED FROM THE RESTRICTED PORTION OF THE ASSOCIATION'S ENDOWMENT FUND IS INTENDED FOR DONOR-SPECIFIED PROGRAM SUPPORT, FINANCIAL ASSISTANCE TO THOSE IN NEED, AND GENERAL PURPOSES OF THE YMCA OF GREATER RICHMOND. UNRESTRICTED FUNDS ARE AVAILABLE TO SUPPORT THE OPERATING NEEDS OF THE ORGANIZATION. PART XII, LINE 4B - OTHER ADJUSTMENTS: LOSS ON SALE OF ASSET COMBINED WITH EXPENSES ON REPORT -233,124. COST OF GOODS SOLD INCLUDED IN EXPENSES ON REPORT -32,531. SPECIAL EVENTS EXPENSES INCLUDED IN EXPENSES ON REPORT -42,302. GAIN ON SWAP 7,273. LOSS ON EXTINGUISHMENT OF DEBT -60,000. PART XIII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD INCLUDED IN EXPENSES ON REPORT 32,531. SPECIAL EVENTS EXPENSES INCLUDED IN EXPENSES ON REPORT 42,302. GAIN ON SWAP -7,273. LOSS ON SALE OF ASSET COMBINED WITH EXPENSES ON REPORT 233,124. LOSS ON EXTINGUISHMENT OF DEBT 60,000. PART X: TEXT OF THE FOOTNOTE TO THE ORGANIZATION'S FINANCIAL STATEMENTS THAT REPORTS THE ORGANIZATION'S LIABILITY FOR UNCERTAIN TAX POSITIONS UNDER FIN 48: ON JANUARY 1, 2009 THE ASSOCIATION ADOPTED NEW GUIDANCE ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES REGARDING HOW UNCERTAIN TAX POSITIONS SHOULD BE RECOGNIZED, MEASURED, DISCLOSED AND PRESENTED IN THE FINANCIAL STATEMENTS. THIS REQUIRES THE EVALUATION OF TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN THE COURSE OF PREPARING THE ASSOCIATION'S TAX RETURNS TO DETERMINE WHETHER THE TAX POSITIONS ARE "MORE-LIKELY-THAN-NOT" OF BEING SUSTAINED "WHEN CHALLENGED" OR "WHEN EXAMINED" BY THE APPLICABLE TAX AUTHORITY. TAX POSITION NOT DEEMED TO MEET THE MORE-LIKELY-THAN-NOT THRESHOLD WOULD BE RECORDED AS A TAX EXPENSE AND LIABILITY IN THE CURRENT YEAR. MANAGEMENT EVALUATED THE ASSOCIATION'S POSITIONS AND CONCLUDED THAT THE ASSOCIATION HAD TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRED ADJUSTMENT TO THE FINANCIAL STATEMENTS TO COMPLY WITH THE PROVISIONS OF THIS GUIDANCE. WITH FEW EXCEPTIONS, THE ASSOCIATION IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE, OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2007. X X X X X X X 1 THE SHERIDAN GROUP 4510 SOUTH 34TH STREET ARLINGTON VA 22206 CONSULTANT CAPITAL CAMPAIGN 0 2041635 197144 1844491 ELIZABETH FREEMAN 10 SUSSEX CT WILLIAMSBURG VA 23188 CONSULTANT CAPITAL & ANNUAL CAMPAIGN 0 131128 7000 124128 2172763 204144 1968619 VA MD GOLF 32659 10040 22619 2350 750 4825 6765 0 1199 TK CHRISTMAS TREES/TEENS 21151 0 21151 0 0 0 0 0 10137 3 33566 3000 30566 0 0 0 0 0 16276 87376 13040 74336 2350 750 4825 6765 27612 42302 32034 1 BRIGHT BEGINNINGS SCHOOL SUPPLIES AND CLOTHING 2322 0 342996 FMV SCHOOL SUPPLIES AND CLOTHING TUITION ASSISTANCE PAID TO JMU 1 1000 0 FMV ASSISTANCE WITH HOUSING, UTILITIES, CLOTHING AND HEALTH EXPENSES 28 0 18000 FMV ASSISTANCE WITH HOUSING, UTILITIES, CLOTHING AND HEALTH EXPENSES CHRISTMAS CONNECTIONS 811 0 12810 FMV DONOR GRANT SPECIFIED BICYCLES FOR PARTICIPANTS YMCA OF MIDDLE TENNESSEE FLOOD RELIEF 1 5000 0 FMV PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: IN GENERAL, STUDENTS IN KINDERGARTEN THROUGH TWELFTH GRADE WHO QUALIFY FOR FEDERALLY FUNDED FREE AND REDUCED BREAKFAST AND / OR LUNCH ARE ELIGIBLE TO PARTICIPATE IN THE YMCA BRIGHT BEGINNINGS PROGRAM. OTHER GRANTS AND FINANCIAL ASSISTANCE PROVIDED TO INDIVIDUALS IS BASED ON FINANCIAL NEED AND MANAGED IN ACCORDANCE WITH THE YMCA'S GRANTS MANAGEMENT POLICY. X 0 1 X X X X 0 0 0 0 0 0 0 0 0 BARRY M TAYLOR 219621 0 0 0 5462 0 28232 0 7539 0 260854 0 0 0 WILLIAM R SPEARS 144342 0 0 0 0 0 17512 0 3873 0 165727 0 0 0 KAREN KEEGAN 146866 0 0 0 0 0 18115 0 4494 0 169475 0 0 0 RICHARD P LYONS 142500 0 0 0 0 0 17719 0 8464 0 168683 0 0 0 NANCY R TREGO 131691 0 0 0 0 0 16276 0 4422 0 152389 0 0 0 PART I, LINE 1A BULL & BEAR MEMBERSHIP USED 100% FOR BUSINESS PURPOSES. ECONOMIC DEV AUTHORITY OF THE TOWN OF ASHLAND VA 521353936 2010-11-23 26000000 SEE PART V 0 0 0 26000000 164401 7865000 9655644 2011 0 1 0 1 0 0 1 0 1 1 0 1 0 0 0 1 SCHEDULE K PART I, LINE A(F) SCHEDULE K, PART I, LINE A(F) REFUND PRIOR ISSUE OF SERIES A 2000 BONDS. EXPANSION, RENOVATION, AND EQUIPPING OF THE MIDLOTHIAN FACILITY. EXPANSION, RENOVATION, AND EQUIPPING OF THE PATRICK HENRY FACILITY. RENOVATION AND EQUIPPING OF THE SOUTHSIDE FACILITY. ACQUISITION, CONSTRUCTION, AND EQUIPPING OF A NEW FACILITY TO BE KNOWN AS SWIFT CREEK FACILITY. REPLACEMENT OF POOL, EXPANSION, AND EQUIPPING OF THE MANCHESTER FACILITY. J MICHAEL GRAPPONETHOMAS E BEAMS MEMBER OF THE BOARD OF DIRECTORS/FORMER MEMBER OF THE BOARD OF DIRECTORS 480011 MR. CULLEY, A FORMER BOARD MEMBER, WAS PREVIOUSLY EMPLOYED AS A SENIOR VICE PRESIDENT OF WACHOVIA BANK, N. A., WHICH WAS PURCHASED BY WELLS FARGO BANK, N.A. AT THE END OF 2009. MR. GRAPONNE, A BOARD MEMBER DURING 2010 AND PRIOR, JOINED WACHOVIA (NOW WELLS FARGO) DURING 2009 AND IS EMPLOYED THERE AS AN INVESTMENT ADVISOR. MR. BEAMS, WHO JOINED THE BOARD IN 2010,IS EMPLOYED BY WELLS FARGO AS A SENIOR WEALTH MANANGEMENT DIRECTOR. THE YMCA OF GREATER RICHMOND HAS UTILIZED WELLS FARGO AS ITS PRIMARY DEPOSITORY, LENDING AND INVESTMENT MANAGEMENT SERVICE PROVIDER FOR SEVERAL YEARS. WELLS FARGO WAS SELECTED FOR THESE SERVICES THROUGH A COMPETITIVE PROCESS AND WITH THE FULL KNOWLEDGE OF THE BOARD OF DIRECTORS. MR. CULLEY ABSTAINED FROM ANY INVOLVEMENT WITH RESPECT TO THE ENAGAGEMENT OF WELLS FARGO. MR. GRAPPONE, SINCE HIS EMPLOYMENT WITH WELLS FARGO AND MR. BEAMS, SINCE JOINING THE YMCA BOARD, HAVE ABSTAINED FROM ANY INVOLVEMENT REGARDING THE YMCA'S ENGAGEMENT OF WELLS FARGO SERVICES. 0 ROBERT S UKROP JR FORMER MEMBER OF THE BOARD OF DIRECTORS 184093 MR. UKROP, WHO LEFT THE BOARD OF THE YMCA AT THE END OF 2009, IS THE SON OF BOBBY UKROP, PRESIDENT & CHIEF EXECUTIVE OFFICER OF UKROP'S SUPER MARKETS, INC. PRIOR TO ITS PURCHASE DURING 2010. THE YMCA LEASED SPACE FROM UKROP'S SUPER MARKETS, INC. FOR ITS JOHN ROLFE FACILITY DURING A PORTION OF 2010. THIS LEASE WAS NEGOTIATED BY EXECUTIVE MANAGEMENT OF THE YMCA WITH UKROP'S SUPERMARKET'S , INC. AT ARMS-LENGTH.THE BOARD OF DIRECTORS IS FULLY AWARE OF THIS LEASE. ROBERT S. UKROP, JR. ABSTAINED FROM ANY INVOLVEMENT IN THE NEGOTIATION OR APPROVAL OF THIS LEASE. THE YMCA ALSO PURCHASES APPAREL, IN THE NORMAL COURSE OF BUSINESS, FROM UKROP'S DRESS EXPRESS, AN ENTITY IN WHICH THE UKROP FAMILY REMAINS INVOLVED. MR. UKROP WAS NEVER INVOLVED IN ANY APPAREL PURCHASING DECISIONS OF THE YMCA AND ALL SUCH TRANSACTIONS ARE CONDUCTED ON AN ARMS-LENGTH BASIS. 0 DAVID A HEACOCKTHOMAS N CHEWNING MEMBER OF THE BOARD OF DIRECTORS/FORMER MEMBER OF THE BOARD OF DIRECTORS 927848 MR. HEACOCK IS THE PRESIDENT & CHIEF NUCLEAR OFFICER OF DOMINION NUCLEAR, A COMPONENT OF DOMINION VIRGINIA POWER AND SERVED ON THE YMCA'S BOARD DURING 2010 AND PRIOR. MR. CHEWNING WAS FORMERLY THE CFO OF DOMINION VIRGINIA POWER AND LEFT THE YMCA'S BOARD AT THE END OF 2007. THE YMCA, IN THE NORMAL COURSE OF BUSINESS AND AT ARMS LENGTH, PURCHASES POWER FROM DOMINION VIRGINIA POWER. 0 KAREN KEEGAN EXECUTIVE VP & CHIEF OPERATING OFFICER OF THE YMCA OF GREATER RICHMOND 68924 MS. KEEGAN'S SON IS EMPLOYED BY THE YMCA AS A SENIOR PROGRAM DIRECTOR AT THE TUCKAHOE BRANCH OF THE YMCA OF GREATER RICHMOND. HER SON WAS EMPLOYED BY THE YMCA PRIOR TO MS. KEEGAN BECOMING A KEY EMPLOYEE AND HER SON DOES NOT REPORT TO HER ORGANIZATIONALLY. HER SON, CONSISTENT WITH ALL YMCA EMPLOYEES, IS COMPENSATED IN ACCORDANCE WITH THE YMCA'S SALARY ADMINISTRATION GUIDELINES. MS. KEEGAN IS NOT INVOLVED IN HER SON'S PERFORMANCE REVIEWS OR SALARY ADJUSTMENTS. 0 BRAD H BOOKER MEMBER OF THE BOARD OF DIRECTORS 349584 MR. BOOKER IS AN EXECUTIVE VICE PRESIDENT WITH SUNTRUST BANK AND SERVED ON THE YMCA BOARD DURING 2010 AND PRIOR. SUNTRUST PROVIDES MERCHANT SERVICES AND PURCHASE CARD SERVICES TO THE YMCA AND WAS SELECTED ON A COMPETITIVE BASIS BASED UPON QUALITY, SERVICE AND PRICE. MR. BOOKER WAS NOT INVOLVED IN ANY WAY IN THE SELECTION OF SUNTRUST TO PROVIDE THESE SERVICES. 0 WILLIAM ALLCOTT MEMBER OF THE BOARD OF DIRECTORS 216581 MR. ALLCOTT IS AN EMPLOYEE IN THE LAW FIRM MCGUIREWOODS AND SERVED ON THE YMCA BOARD OF DIRECTORS IN 2010 AND PRIOR. MCGUIREWOODS HAS SERVED AS YMCA'S PRIMARY LEGAL COUNSEL FOR MANY YEARS. MR ALLCOTT WAS NOT AND IS NOT INVOLVED IN ANY WAY IN THE ENGAGEMENT OF MCGUIREWOODS TO PERFORM LEGAL SERVICES FOR THE YMCA. THE BOARD OF DIRECTORS IS FULLY AWARE OF THE YMCA'S ENGAGEMENT OF MCGUIREWOODS AS ITS PRIMARY LEGAL COUNSEL. 0 X 71140 SUPPLIES FOR BRIGHT BEG X 19 164979 FMV ON DATE OF GIFT X FITNESS EQUIPMENT 1 7238 FMV ON DATE OF GIFT X FURNITURE & PLAYGROUND EQUIPMENT 1 16443 FMV ON DATE OF GIFT 0 1 1 THIRD PARTY USE: PART I, LINE 32B: THE ORGANIZATION UTILIZES A BROKERAGE FIRM TO RECEIVE AND SELL DONATED SECURITIES. BREAKDOWN OF PROGRAM SERVICE REVENUE PART I, LINE 9 MEMBERSHIP DUES 20,735,210 CHILD CARE AS COMMUNITY SERVICE, INCLUDING PRESCHOOL, BEFORE & AFTER SCHOOL AND DAY CAMP 7,777,420 FITNESS & WELLNESS, SOCIAL DEVELOPMENT PROGRAMS 2,898,159 CHILD CARE DURING MEMBER USE OF FACILITIES 7,564 TRAINING FEES FROM OTHER YMCAS 15,193 TOTAL 31,433,546 FORM 990, PART VI, SECTION B, LINE 11 ALL INFORMATION REQUIRED FOR PREPARATION OF THE FORM 990 IS COMPILED BY THE ACCOUNTING STAFF OF THE YMCA OF GREATER RICHMOND AND SUBMITTED TO RSM MCGLADREY, INC. FOR PREPARATION OF THE FORM. A DRAFT OF THE FORM IS VERIFIED FOR ACCURACY BY THE YMCA'S ACCOUNTING STAFF, INCLUDING REVIEWS BY THE VICE PRESIDENT & CONTROLLER AND THE SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER. A DRAFT OF THE FORM 990 IS PROVIDED TO THE PRESIDENT & CHIEF EXECUTIVE OFFICER FOR REVIEW AND THEN DISCUSSED WITH THE SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER. THE 2010 FORM 990 WAS REVIEWED WITH THE AUDIT COMMITTEE AT ITS MEETING ON JUNE 15, 2011. SUBSEQUENTLY, ALL MEMBERS OF THE BOARD OF DIRECTORS WERE PROVIDED WITH AN ELECTRONIC LINK WHERE A DRAFT OF THE FORM 990 WAS AVAILABLE FOR THEIR REVIEW. MEMBERS OF THE BOARD OF DIRECTORS WERE ALSO INSTRUCTED TO CONTACT THE SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER OR THE VICE PRESIDENT & CONTROLLER IF, AS A RESULT OF THEIR REVIEW, THEY HAD ANY QUESTIONS OR COMMENTS PERTAINING TO THE FORM 990. THE BOARD WAS INFORMED OF THE EXPECTED FILING DATE OF THE FORM 990 WHICH ALLOWED A MINIMUM OF TWO WEEKS FOR THEM TO ACCESS AND REVIEW THE DOCUMENT PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C THE PURPOSE OF THE CONFLICT OF INTEREST POLICY ("POLICY") OF THE YMCA OF GREATER RICHMOND (WHICH WAS REVISED EFFECTIVE MAY 21, 2009) IS TO PROTECT THE YMCA WHEN IT IS CONTEMPLATING ENTERING INTO A CONTRACT, TRANSACTION, OR ARRANGEMENT THAT HAS THE POTENTIAL FOR BENEFITTING THE PRIVATE INTEREST OF A MEMBER OF THE BOARD OF DIRECTORS, OFFICERS, KEY EMPLOYEES OR OTHER EMPLOYEES OR VOLUNTEERS WHO HAVE THE ABILITY TO EXERCISE SIGNIFICANT INFLUENCE OR AUTHORITY OVER THE AFFAIRS OF THE ASSOCIATION. ANNUALLY, ALL SUCH INDIVIDUALS ARE PROVIDED WITH A COPY OF THE CONFLICT OF INTEREST POLICY AND ARE REQUIRED TO COMPLETE A QUESTIONNAIRE DESIGNED TO IDENTIFY POTENTIAL CONFLICTS FOR SUBSEQUENT EVALUATION BY EXECUTIVE MANAGEMENT AND THE AUDIT COMMITTEE. THE QUESTIONNAIRE REQUIRES EACH SUCH INDIVIDUAL TO AFFIRM THAT: 1. THEY HAVE RECEIVED A COPY OF THE POLICY 2. THEY HAVE READ AND UNDERSTAND THE POLICY 3. THEY AGREE TO COMPLY WITH THE POLICY 4. THEY UNDERSTAND THAT THE YMCA OF GREATER RICHMOND IS A CHARITABLE ORGANIZATION, AND THAT TO MAINTAIN ITS TAX-EXEMPT STATUS, IT MUST ENGAGE PRIMARILY IN ACTIVITIES THAT ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES 5. THEY AGREE TO REPORT TO THE SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER (CFO), (1) ANY CHANGE IN THE RESPONSES TO THE QUESTIONS IN THE QUESTIONNAIRE THAT MAY RESULT FROM CHANGES IN CIRCUMSTANCES OR (2) ANY FURTHER FINANCIAL INTEREST, SITUATION, ACTIVITY, INTEREST OR CONDUCT THAT MAY DEVELOP BEFORE COMPLETION OF THE NEXT ANNUAL QUESTIONNAIRE. 6. THE INFORMATION CONTAINED IN THE ANNUAL QUESTIONNAIRE IS TRUE AND ACCURATE TO THE BEST OF THEIR KNOWLEDGE AND BELIEF AS OF THE DATE SIGNED. ADMINISTRATION OF THE CONFLICT OF INTEREST QUESTIONNAIRE PROCESS IS THE RESPONSIBILITY OF THE CFO, UNDER THE DIRECTION OF THE PRESIDENT & CHIEF EXECUTIVE OFFICER. THE CFO WILL ALSO SUMMARIZE AND SUBMIT A CONFIDENTIAL REPORT TO THE AUDIT COMMITTEE CONCERNING ANY POTENTIAL CONFLICTS OF INTEREST TOGETHER WITH RECOMMENDATIONS CONCERNING THE SAME. THE AUDIT COMMITTEE WILL EVALUATE ALL SUCH MATTERS AND MAKE A REPORT TO THE BOARD OF DIRECTORS OR ITS EXECUTIVE COMMITTEE, INCLUDING RECOMMENDATIONS FOR ANY ACTIONS TO BE TAKEN BY THE BOARD OR EXECUTIVE COMMITTEE. IN ADDITION TO THE CONFLICT OF INTEREST POLICY DISCUSSED ABOVE, ALL SIGNIFICANT CONTRACTS, TRANSACTIONS OR ARRANGEMENTS TO WHICH THE YMCA OF GREATER RICHMOND IS TO BECOME A PARTY REQUIRE THE DIRECT INVOLVEMENT, EVALUATION AND APPROVAL OF EXECUTIVE MANAGEMENT OF THE ASSOCIATION AND, TO THE EXTENT CALLED FOR BY THE ASSOCIATION'S FINANCIAL POLICIES, THE APPROVAL OF THE FISCAL MANAGEMENT COMMITTEE AND BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE. FORM 990, PART VI, SECTION B, LINE 15 THE YMCA HAS A SALARY ADMINISTRATION PLAN, WHICH PROVIDES THAT ALL EMPLOYEES ARE COMPENSATED ACCORDING TO FAIR AND UNIFORM PRINCIPLES, AND IN RELATION TO THE CONTRIBUTION WHICH THEY MAKE TO THE SUCCESS OF THE YMCA OF GREATER RICHMOND. ALSO, THEY ARE PAID AT A LEVEL THAT COMPARES EQUITABLY WITH SALARIES PAID FOR SERVICES IN COMPARABLE ORGANIZATIONS, AND ARE IN COMPLIANCE WITH ALL REGULATIONS AS STATED IN THE FAIR LABOR STANDARDS ACT. THE YMCA PARTICIPATES IN THE SALARY ADMINISTRATION PROGRAM OF THE YMCA OF THE USA, WHICH IS BASED ON THE HAY PLAN OF SALARY ADMINISTRATION. THIS PLAN INCLUDES WRITTEN JOB DESCRIPTIONS, EVALUATION AND RANKING OF POSITIONS IN ORDER OF VALUE AND CONTRIBUTION TO THE ORGANIZATION, SALARY RANGES, AND SALARY ADJUSTMENTS BASED ON MERIT AS DETERMINED THROUGH PERFORMANCE REVIEWS. THE VICE PRESIDENT OF HUMAN RESOURCES AND LEADERSHIP DEVELOPMENT CARRIES OUT HAY PLAN ADMINISTRATION, AND THE PRESIDENT/CHIEF EXECUTIVE OFFICER IS RESPONSIBLE FOR THE OVERALL ADMINISTRATION OF THIS PROGRAM. ALL EMPLOYEES, REGARDLESS OF POSITION LEVEL, EARN SALARY INCREASES BASED ON ACHIEVEMENT OF PERFORMANCE STANDARDS. INCREASES ARE ESTABLISHED ANNUALLY, BASED ON RECOMMENDATIONS FROM YUSA AND MERIT POOL RECOMMENDATIONS AS APPROVED BY THE PRESIDENT/CHIEF EXECUTIVE OFFICER AND SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER. IN REFERENCE TO EXECUTIVE SALARIES, THE YMCA OF GREATER RICHMOND FOLLOWS IRS GUIDELINES REGARDING INTERMEDIATE SANCTIONS ANNUALLY. THIS PROCESS ENTAILS A DETAILED REVIEW OF ALL EXECUTIVE LEVEL SALARIES, COMPARISON TO PRIVATE AND NOT-FOR-PROFIT SALARIES OF COMPARABLE POSITIONS VIA EXTERNAL DATA GATHERING, AND EXECUTIVE COMPENSATION COMMITTEE REVIEW TO DETERMINE IF EXCESSIVE COMPENSATION EXISTS. THE EXECUTIVE COMPENSATION COMMITTEE CONSISTS OF THE CHAIR OF THE BOARD OF DIRECTORS, IMMEDIATE PAST CHAIR, CHAIR ELECT AND CHAIR OF HUMAN RESOURCES COMMITTEE. THE VICE PRESIDENT OF HUMAN RESOURCES & LEADERSHIP DEVELOPMENT PROVIDES THE DATA FOR COMMITTEE REVIEW, AND THE COMMITTEE VOTES ON WHETHER THE YMCA COMPENSATION PLAN IS IN COMPLIANCE WITH IRS GUIDELINES RELATED TO INTERMEDIATE SANCTIONS. THIS INFORMATION IS THEN SHARED WITH THE FULL BOARD OF DIRECTORS. FORM 990, PART VI, SECTION C, LINE 19 THE YMCA OF GREATER RICHMOND'S AMENDED AND RESTATED ARTICLES OF INCORPORATION, AMENDED AND RESTATED BYLAWS, AUDITED FINANCIAL STATEMENTS, FORM 990, CONFLICT OF INTEREST POLICY, CODE OF ETHICS AND POLICY ON REPORTING SUSPECTED MISCONDUCT ARE ALL AVAILABLE UPON REQUEST. IN 2009, THE BOARD OF DIRECTORS APPROVED THE AMENDMENT AND RESTATEMENT OF THE ASSOCIATION'S ARTICLES OF INCORPORATION AND BYLAWS AND APPROVED THE REVISION TO THE ASSOCIATION'S CONFLICT OF INTEREST POLICY. THESE DOCUMENTS, ALONG WITH THE ASSOCIATION'S AUDITED FINANCIAL STATEMENTS, FORM 990, CODE OF ETHICS AND POLICY ON REPORTING SUSPECTED MISCONDUCT ARE NOW POSTED ON THE ASSOCIATION'S WEBSITE (WWW.YMCARICHMOND.ORG) AND MAY BE ACCESSED BY GOING TO ABOUT THE YMCA OF GREATER RICHMOND / GOVERNANCE AND FINANCIAL MATTERS. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED GAINS ON INVESTMENTS: 527,752.