TY 2012 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2012

Open to Public Inspection

A For the 2012 calendar year, or tax year beginning 07-01-2012 , 2012, and ending 06-30-2013

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
National Futures Association

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
300 S RIVERSIDE PLAZA
Suite 1800

Room/suite

City or town, state or country, and ZIP + 4
CHICAGO, IL606066615

D Employer identification number

36-2960981

E Telephone number

G Gross receipts $ 67,160,667

F Name and address of principal officer:
David Hawrysz
300 S RIVERSIDE PLAZA
CHICAGO,IL60606

Tax-exempt status: 501(c)(3) 501(c) ( 6 ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

www.nfa.futures.org

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1978

M State of legal domicile: IL

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: THE NATIONAL FUTURES ASSOCIATION (NFA) IS A MEMBERSHIP ORGANIZATION FORMED TO MONITOR AND MAINTAIN THE INTEGRITY OF THE DERIVATIVES TRADING INDUSTRY.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	30
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	30
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	374
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	56,038,810	66,733,713
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	522,896	426,954
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	56,561,706	67,160,667
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	36,148,287	42,357,960
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	12,421,319	19,987,450
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	48,569,606	62,345,410
19	Revenue less expenses. Subtract line 18 from line 12.......	7,992,100	4,815,257
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	68,136,205	78,466,720
21	Total liabilities (Part X, line 26).............	17,295,382	21,751,874
22	Net assets or fund balances. Subtract line 21 from line 20.....	50,840,823	56,714,846

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2012)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III ...............

Briefly describe the organization’s mission: AS A CONGRESSIONALLY AUTHORIZED SELF-REGULATORY ORGANIZATION, NFA'S MISSION IS TO PROVIDE INNOVATIVE REGULATORY SERVICES THAT ENSURE DERIVATIVES INDUSTRY INTEGRITY, PROTECT MARKET PARTICIPANTS AND HELP OUR MEMBERS MEET THEIR REGULATORY RESPONSIBILITIES. NFA WILL BE THE MODEL FOR REGULATORY ORGANIZATIONS BY PROVIDING THE MOST EFFICIENT AND EFFECTIVE REGULATORY ENVIRONMENT POSSIBLE.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If “Yes,” describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	Futures Regulation - Enhancing Customer Protection Since the failures of MF Global in 2011 and Peregrine Financial Group Inc. (PFG) in 2012, NFA, along with the CFTC and other self-regulatory organizations, has worked to strengthen customer protection, improve our regulatory practices and restore confidence in the marketplace. This work has centered on four key areas. 1. NFA unveiled a new system by which NFA can confirm customer segregated and secured amount balances of futures commission merchant (FCM) Members on a daily basis. 2. NFA further enhanced customer protections by increasing the transparency of FCM financial information and provided guidance on FCMs' internal control systems. 3. NFA's Special Committee for the Protection of Customer Funds comprised of NFA's Public Directors engaged an outside consultant, Berkeley Research Group (BRG), to perform an independent analysis of NFA's examinations of PFG. BRG issued a report of its findings in late January 2013 and, since that time, NFA has devoted significant time and energy to researching and implementing the recommendations outlined in the report. 4. And finally, along with other industry groups, NFA commissioned a study to examine the costs of adopting an insurance regime for the U.S. futures industry. - Segregated funds protections In early 2012, NFA began electronically confirming bank balances, which led to the discovery of the PFG fraud. However, this electronic confirmation was only performed during the annual examination process. Therefore, NFA partnered with CME Group to make better use of technology and unveiled a new system by which both NFA and CME Group directly confirm all customer segregated and secured amount balances with banks and other depositories on a daily basis. This segregation confirmation system performs an automated comparison of the information received directly from the depository with the daily segregation reports filed by FCMs, and generates immediate alerts for any material discrepancies. In May 2012, NFA also adopted a number of initiatives to further safeguard customer funds, including a requirement that all FCMs immediately notify regulators if they draw down their excess segregated funds by 25 percent in a given day. These withdrawals must be approved by the firm's CEO, CFO or financial principal. Several months later, the CFTC finalized its rules relating to cleared swaps and cleared swaps customer collateral, which are similar to the requirements for customer segregated and secured amount funds. Because of these changes, NFA amended Financial Requirements Section 16 and its interpretive notice to impose the same requirements currently applicable to customer segregated and secured amount funds to cleared swaps customer collateral. NFA also proposed guidance that outlines the minimum standards that should be part of FCMs' internal controls in an effort to further enhance transparency and promote confidence in the markets. Under the proposed guidance, FCMs will be required to have written policies and procedures that fully explain their internal control systems, and describe the supervisory system established to ensure that the policies and procedures are followed. These policies and procedures also must identify at least one firm principal who is responsible for overseeing that the firm has met the requirements and can respond to regulatory inquiries. Additionally, the guidance also requires that these written policies and procedures, and any material amendments, be approved in writing by an FCM's governing body or senior officer. Finally, the guidance requires FCMs to conduct periodic reviews to ensure that the internal controls are being properly implemented and are effective. - Customer protection initiatives-greater transparency To provide greater transparency about the financial condition of FCMs for futures customers, in November 2012, NFA made certain FCM financial information publicly available through the Background Affiliation Status Information Center (BASIC) on NFA's website. The information includes an FCM's adjusted net capital, required net capital and its excess net capital. The information also includes the amount of customer segregated funds held, the amount of segregated funds required to be held, the amount of excess segregated funds, and how the firm invests customer segregated funds. This information is displayed for each FCM, and includes historical information in addition to the most current data. Additionally, in early 2013, NFA updated its website to display the identical type of financial information for cleared swaps customer collateral as displayed for segregated and secured amount funds in its Background Affiliation Status Information Center system. - Implementing recommendations from the BRG report Shortly after PFG's failure, NFA's Special Committee for the Protection of Customer Funds, comprised of NFA's Public Directors, hired BRG to perform an independent analysis of NFA's examinations of PFG. BRG issued its findings, along with a list of recommendations in January 2013. The recommendations set forth in the BRG report were "designed to improve the operations of NFA audits" based on the results of its analysis. These recommendations covered a range of topics, including examiner hiring, training, supervision, the examination process, risk management and continuing education. Overall, BRG's review found that "NFA audits were conducted in a competent fashion and the auditors dutifully implemented the appropriate modules" following the standards set by the Joint Audit Committee. Upon receipt of the BRG report, NFA's Board of Directors appointed a special committee to oversee NFA's timely implementation of the BRG recommendations. At the outset of the implementation process, NFA staff and the Implementation Special Committee categorized BRG's recommendations into one of four categories: professional development; examination process/risk management; monitoring compliance with segregated funds requirements; and industry interface. NFA then identified the specific actions needed to implement each of the recommendations and tracked the progress of these action steps on a regular basis. A number of BRG's recommendations focused on the modification of NFA's modules that it used during the FCM examination process. To assist with this, the Implementation Special Committee engaged an outside examination expert to review the module enhancements. After a three-month review process, this examination expert concluded that NFA's modifications to its exam modules fully implemented the related BRG recommendations. The BRG report also made a number of recommendations related to NFA's training and development. Among these was a recommendation to promote a greater sense of professional skepticism among its examiners. Prior to receiving the BRG report, NFA formalized a relationship in November 2012 with the Association of Certified Fraud Examiners (ACFE) to ensure its examiners have appropriate training on professional skepticism. Since that time, more than 80 Futures Compliance staff have completed training and passed a test that covers fraud prevention and deterrence as well as fraud investigations to achieve the certified fraud examiner (CFE) designation. With few exceptions, by December 2013, all NFA staff involved in the examination function have completed ACFE training and obtained the CFE designation. Going forward, NFA's certified CFEs will obtain at least 20 hours of continuing professional education in fraud-related topics each year. Other training related to fraud and professional skepticism has been provided to NFA staff during 2013. There were six "Member Lecture Training" sessions, in which a senior staff person from a Member firm discussed current industry topics with NFA staff in areas relating to risk management, back office operations, trading practices and front office operations. NFA will continue to offer these types of training courses to staff on a regular basis. NFA also established an Office of Professional Development (OPD) as a result of the BRG recommendations. After benchmarking with other regulators, law firms and accounting firms that have similar departments, NFA created the OPD to oversee the training and professional development of NFA's professional staff in the Futures Compliance, Swaps Compliance, Market Regulation and Registration departments Additionally, the BRG report recommended that NFA evaluate its hiring practices to ensure its examiners have diverse skills. Over the past few years, NFA already had begun to modify its hiring philosophy to place greater emphasis on hiring individuals with prior industry and related experience. This effort will continue in the years to come. - Customer asset protection insurance study In an effort to further examine all means of protecting customers, CME Group, Futures Industry Association, the Institute for Financial Markets and NFA jointly commissio

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses

Form 990 (2012)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A........................

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I Click to see attachment

..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part III Click to see attachment

............................

Yes

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I Click to see attachment

........................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,” complete Schedule D, Part IV Click to see attachment

..............

Yes

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

......

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI. Click to see attachment

...................

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII Click to see attachment

.......

11b

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII Click to see attachment

.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX Click to see attachment

............

11d

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X Click to see attachment

.........................

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI and XII Click to see attachment

.................

12a

Yes

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV......... Click to see attachment

14b

Yes

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IV Click to see attachment

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV... Click to see attachment

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions)....

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................

20a

Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2012)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II...

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........

Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I........

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I...................

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II..........................

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III.........

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ..........................

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV.....................

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If “Yes,” complete Schedule L, Part IV...

28c

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2...

35b

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2.............

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2012)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V ...............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

122

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

374

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?...

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2012)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI ...............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Yes

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Yes

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Yes

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

DAVID HAWRYSZ300 SOUTH RIVERSIDE PLAZA SUITE 18ChicagoIL60606 (312) 781-1300

Form 990 (2012)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII ...............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) Christopher Hehmeyer........................................................................ Board Member	1.0 .......................	X	16,000	0	0
(2) Paul Georgy........................................................................ Board Member	1.0 .......................	X	16,000	0	0
(3) Douglas Bry........................................................................ Board Member	1.0 .......................	X	8,000	0	0
(4) Bruce Cleland........................................................................ Board Member	1.0 .......................	X	16,000	0	0
(5) George Crapple........................................................................ Board Member	1.0 .......................	X	16,000	0	0
(6) Ernest Jaffarian........................................................................ Board Member	1.0 .......................	X	8,000	0	0
(7) John Vassallo........................................................................ Board Member	1.0 .......................	X	8,500	0	0
(8) Gerald Corcoran........................................................................ Board Member	1.0 .......................	X	8,000	0	0
(9) Scott Cordes........................................................................ Board Member	1.0 .......................	X	8,000	0	0
(10) Michael Dawley........................................................................ Board Member	1.0 .......................	X	12,000	0	0
(11) Maureen Downs........................................................................ Board Member	1.0 .......................	X	8,000	0	0
(12) Robert Felker........................................................................ Board Member	1.0 .......................	X	10,500	0	0
(13) Ronald Filler........................................................................ Board Member	1.0 .......................	X	25,500	0	0
(14) William Goetzmann........................................................................ Board Member	1.0 .......................	X	12,000	0	0
(15) Douglas Harris........................................................................ Board Member	1.0 .......................	X	47,500	0	0
(16) Silas Keehn........................................................................ Board Member	1.0 .......................	X	27,500	0	0
(17) Jim Marshall........................................................................ Board Member	1.0 .......................	X	24,000	0	0

Form 990 (2012)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) Michael Moskow........................................................................ Board Member	1.0 .......................	X			30,500	0	0
(19) Charles Nastro........................................................................ Board Member	1.0 .......................	X			48,675	0	0
(20) Ronald Oppenheimer........................................................................ Board Member	1.0 .......................	X			27,000	0	0
(21) Todd Petzel........................................................................ Board Member	1.0 .......................	X			45,500	0	0
(22) Susan Phillips........................................................................ Board Member	1.0 .......................	X			44,500	0	0
(23) Mark Bagan........................................................................ Board Member	1.0 .......................	X			10,000	0	0
(24) Jeffrey Borchardt........................................................................ Board Member	1.0 .......................	X			8,000	0	0
(25) David Goone........................................................................ Board Member	1.0 .......................	X			14,000	0	0
(26) John Sandner........................................................................ Board Member	1.0 .......................	X			16,000	0	0
(27) Antoine Babule........................................................................ BOARD MEMBER	1.0 .......................	X
(28) William McCoy........................................................................ BOARD MEMBER	1.0 .......................	X
(29) James Koutoulas........................................................................ BOARD MEMBER	1.0 .......................	X
(30) John Roe........................................................................ BOARD MEMBER	1.0 .......................	X
(31) Jeffrey Malec........................................................................ BOARD MEMBER	1.0 .......................	X
(32) Robert Burke........................................................................ BOARD MEMBER	1.0 .......................	X
(33) Philip Olesen........................................................................ BOARD MEMBER	1.0 .......................	X
(34) Charlotte McLaughlin........................................................................ BOARD MEMBER	1.0 .......................	X
(35) Don Thompson........................................................................ BOARD MEMBER	1.0 .......................	X
(36) Andrea Corcoran........................................................................ BOARD MEMBER	1.0 .......................	X
(37) Michael Schaefer........................................................................ BOARD MEMBER	1.0 .......................	X
(38) Daniel Roth........................................................................ President and CEO	40.0 .......................		X		598,566	0	57,205
(39) Daniel Driscoll........................................................................ Vice President and COO	40.0 .......................		X		442,239	0	57,938
(40) Thomas Sexton........................................................................ Senior VP and Secretary	40.0 .......................		X		380,262	0	121,704
(41) Kenneth Haase........................................................................ Senior VP	40.0 .......................		X		388,134	0	58,635
(42) Regina Thoele........................................................................ Senior VP	40.0 .......................		X		369,193	0	57,308
(43) Karen Wuertz........................................................................ Senior VP	40.0 .......................		X		321,987	0	112,123
(44) David Hawrysz........................................................................ VP, CFO and Treasurer	40.0 .......................		X		317,570	0	94,794
(45) Gregory Prusik........................................................................ Vice President	40.0 .......................		X		187,016	0	52,588
(46) Edward Dasso........................................................................ Vice President	40.0 .......................		X		379,683	0	57,112
(47) Jamila Piracci........................................................................ Vice President	40.0 .......................		X		353,200	0	68,074
(48) Carol Wooding........................................................................ Associate General Counsel	40.0 .......................			X	229,633	0	52,810
(49) Michael Crowley........................................................................ Associate General Counsel	40.0 .......................			X	220,853	0	45,802
(50) Ronald Hirst........................................................................ Associate General Counsel	40.0 .......................			X	201,241	0	43,524
(51) Steven Earl........................................................................ Director, IS	40.0 .......................			X	200,706	0	44,761
(52) David Kammerer........................................................................ Director, IS	40.0 .......................			X	200,402	0	22,277

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	5,306,360	0	946,655

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ..............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
Jenner Block LLP, 353 N Clark StCHICAGOIL60654	Legal	2,291,774
Berkeley Research Group LLC, 2200 Powell St Ste 1200EMERYVILLECA94608	Consulting	1,963,140
Clune Construction Company, 10 South LaSalle St Suite 300CHICAGOIL60603	Construction	1,107,932
Evidence Exchange, 21 Penn Plaza Ste 1010NEW YORKNY10001	Data Filtering	204,321
Elijah Ltd, 205 W Wacker Dr Ste 1300CHICAGOIL60606	Data Filtering	110,129
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 5

Form 990 (2012)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response to any question in this Part VIII ..............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			0
			Business Code
2a	ASSESSMENT FEES & MARKET SERVICE REV		900099	44,002,108	44,002,108
b	MEMBERSHIP DUES		900099	17,097,335	17,097,335
c	REGISTRATION & TESTING FEES		900099	3,515,623	3,515,623
d	REGULATORY FINES		900099	1,652,900	1,652,900
e	ARBITRATION REVENUE		900099	80,564	80,564
f	All other program service revenue .			385,183	385,183
g	Total. Add lines 2a–2f........			66,733,713
3	Investment income (including dividends, interest, and other similar amounts).......			426,954	0	0	426,954
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss)..........			0
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See Instructions......			67,160,667	66,733,713	0	426,954

Form 990 (2012)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response to any question in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	0
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	3,759,591
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	27,717,241
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	3,026,300
9	Other employee benefits .......	5,635,854
10	Payroll taxes ...........	2,218,974
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	4,160,023
c	Accounting ...........	55,694
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	3,148,029
12	Advertising and promotion ....	25,350
13	Office expenses .......	1,026,509
14	Information technology ......	1,586,784
15	Royalties ..	0
16	Occupancy ...........	3,116,654
17	Travel ............	2,235,308
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	148,795
20	Interest ...........	0
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	3,495,857
23	Insurance ..............	0
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	EDUCATION AND RECRUITMENT	798,569
b	DUES AND SUBSCRIPTIONS	189,878
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	62,345,410
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2012)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			17,287,655	1	25,750,570
2	Savings and temporary cash investments .........			26,890,441	2	26,939,543
3	Pledges and grants receivable, net ...........			0	3	0
4	Accounts receivable, net .............			3,431,829	4	4,040,316
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ..........			413,034	9	506,712
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	19,200,156
b	Less: accumulated depreciation .....	10b	8,827,920	10,049,388	10c	10,372,236
11	Investments—publicly traded securities ..........			6,694,467	11	8,131,084
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 .....			0	13	0
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			3,369,391	15	2,726,259
16	Total assets. Add lines 1 through 15 (must equal line 34)......			68,136,205	16	78,466,720
17	Accounts payable and accrued expenses .........			10,874,085	17	9,836,536
18	Grants payable .................			0	18	0
19	Deferred revenue ................			2,295,880	19	8,185,452
20	Tax-exempt bond liabilities .............			0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			4,125,417	25	3,729,886
26	Total liabilities. Add lines 17 through 25.........			17,295,382	26	21,751,874
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			50,840,823	27	56,714,846
28	Temporarily restricted net assets ...........			0	28	0
29	Permanently restricted net assets ...........			0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			50,840,823	33	56,714,846
34	Total liabilities and net assets/fund balances ........			68,136,205	34	78,466,720

Form 990 (2012)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI ...............

Total revenue (must equal Part VIII, column (A), line 12) ............

67,160,667

Total expenses (must equal Part IX, column (A), line 25) ............

62,345,410

Revenue less expenses. Subtract line 2 from line 1 ..............

4,815,257

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

50,840,823

Net unrealized gains (losses) on investments ...............

1,058,766

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

56,714,846

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII ..............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits

Form 990 (2012)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

National Futures Association

Employer identification number

36-2960981

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2012

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2012

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Other activities? ..........................

Total. Add lines 1c through 1i ...............................

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered “No” OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members .....................

57,362,093

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

31,649

Carryover from last year ....................................

Total ............................................

31,649

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

31,649

Part IV

Supplemental Information

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Identifier	Return Reference	Explanation

Schedule C (Form 990 or 990EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

National Futures Association

Employer identification number

36-2960981

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:

			Amount
c	Beginning balance .................................	1c	2,784,474
d	Additions during the year ..............................	1d	2,105,309
e	Distributions during the year .............................	1e	1,527,959
f	Ending balance ...................................	1f	3,361,824

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............	7,192,866	2,936,895	4,255,971
d	Equipment ................	3,856,150	1,485,670	2,370,480
e	Other .................	8,151,140	4,405,355	3,745,785
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				10,372,236

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes		0
DEFERRED RENT CREDIT		3,729,886








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		3,729,886
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	68,219,433
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	1,058,766
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................			2e	1,058,766
3	Subtract line 2e from line 1.....................			3	67,160,667
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................			4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	67,160,667

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........		1	62,345,410
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3	62,345,410
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5	62,345,410

Part XIII

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
Agent, Trustee, Custodian, etc. Arrangement	Schedule D, Part IV, Line 1b	THE COMMODITIES FUTURES TRADING COMMISSION (CFTC) PERIODICALLY ASKS FEDERAL COURTS TO APPOINT NFA TO SERVE AS COURT-APPOINTED MONITOR IN RESTITUION JUDGEMENTS AWARDED IN CFTC CASES BROUGHT BEFORE THE COURTS AS MONITOR, NFA ENSURES HARMED INVESTORS IDENTIFIED BY THE COURT ORDER RECEIVE THEIR PRO-RATA SHARE OF RESTITUTION. THE RESTITUTION MONIES ARE PLACED IN QUALIFIED SETTLEMENT FUNDS (QSF) WHICH ARE SEPARATE LEGAL ENTITIES ESTABLISHED AND TITLED PURSUANT TO A FEDERAL COURT ORDER. QSF ARE ORDINARILY SUBJECT TO THE CONTINUING JURISDICTION OF THE FEDERAL COURT BODY. NFA HAS CHECK WRITING AUTHORITY FOR THE QSF.
Liability for Uncertain Tax Position (ASC 740)	Schedule D, Part X, Line 2	The Association has received a favorable determination letter from the Internal Revenue Service, stating that they are exempt from federal income taxes under the provisions of Section 501(c)(6) of the Internal Revenue Code of 1986 (IRC), except for income taxes pertaining to unrelated business income. The FASB issued guidance that requires tax effects from uncertain tax positions to be recognized in the financial statements only if the position is more likely than not to be sustained if the position were to be challenged by a taxing authority. Management has determined there are no material uncertain positions that require recognition in the financial statements, and has properly accrued a provision for excise taxes. There is no interest or penalties recognized in the statement of activities or statement of position. The tax years ending 2010, 2011 and 2012 are still open to audit for both federal and state purposes.

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990,Part IV, line 14b, 15, or 16. Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
National Futures Association

Employer identification number

36-2960981

Part I

General Information on Activities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 14b.

For grantmakers. Does the organization maintain records to substantiate the amount of the grants or

assistance, the grantees’ eligibility for the grants or assistance, and the selection criteria used to award

the grants or assistance? ...................................

Yes

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of grant funds outside
the United States.

Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)

(a) Region		(c) Number of employees, agents, and independent contractors in region	(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(e) If activity listed in (d) is a program service, describe specific type of service(s) in region	(f) Total expenditures for and investments in region
	North America	14	Program Services	AUDIT OF MEMBER FIRMS	83,408
	Central America and the Caribbean	8	Program Services	AUDIT OF MEMBER FIRMS	18,072















3a	Sub-total .....	22			101,480
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)	22			101,480

For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2012

Schedule F (Form 990) 2012

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.

1 (a) Name of organization		(b) IRS code section and EIN (if applicable)	(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement	(g) Amount of of non-cash assistance	(h) Description of non-cash assistance	(i) Method of valuation (book, FMV, appraisal, other)

Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter .... MediumBullet

Enter total number of other organizations or entities ....................... MediumBullet

Schedule F (Form 990) 2012

Schedule F (Form 990) 2012Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Part III can be duplicated if additional space is needed.

(a) Type of grant or assistance		(b) Region	(c) Number of recipients	(d) Amount of cash grant	(e) Manner of cash disbursement	(f) Amount of non-cash assistance	(g) Description of non-cash assistance	(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2012

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2012

Page 5

Part V

Supplemental Information
Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	ReturnReference	Explanation

Schedule F (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

National Futures Association

Employer identification number

36-2960981

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)Daniel RothPresident and CEO	(i) (ii)	594,750 0	0 0	3,816 0	35,000 0	22,205 0	655,771 0	0 0
(2)Daniel DriscollVice President and COO	(i) (ii)	423,915 0	0 0	18,324 0	35,000 0	22,938 0	500,177 0	0 0
(3)Thomas SextonSenior VP and Secretary	(i) (ii)	364,179 0	0 0	16,083 0	98,718 0	22,986 0	501,966 0	0 0
(4)Kenneth HaaseSenior VP	(i) (ii)	344,912 0	40,000 0	3,222 0	35,000 0	23,635 0	446,769 0	0 0
(5)Regina ThoeleSenior VP	(i) (ii)	364,635 0	0 0	4,558 0	35,000 0	22,308 0	426,501 0	0 0
(6)Karen WuertzSenior VP	(i) (ii)	268,584 0	50,000 0	3,403 0	88,871 0	23,252 0	434,110 0	0 0
(7)David HawryszVP, CFO and Treasurer	(i) (ii)	275,339 0	40,000 0	2,231 0	64,719 0	30,075 0	412,364 0	0 0
(8)Gregory PrusikVice President	(i) (ii)	155,426 0	30,000 0	1,590 0	24,337 0	28,251 0	239,604 0	0 0
(9)Edward DassoVice President	(i) (ii)	323,083 0	50,000 0	6,600 0	35,000 0	22,112 0	436,795 0	0 0
(10)Jamila PiracciVice President	(i) (ii)	320,460 0	30,000 0	2,740 0	35,000 0	33,074 0	421,274 0	0 0
(11)Carol WoodingAssociate General Counsel	(i) (ii)	196,629 0	32,500 0	504 0	22,649 0	30,161 0	282,443 0	0 0
(12)Michael CrowleyAssociate General Counsel	(i) (ii)	205,853 0	15,000 0	0 0	20,721 0	25,081 0	266,655 0	0 0
(13)Ronald HirstAssociate General Counsel	(i) (ii)	196,375 0	0 0	4,866 0	21,482 0	22,042 0	244,765 0	0 0
(14)Steven EarlDirector, IS	(i) (ii)	187,910 0	7,000 0	5,796 0	21,859 0	22,902 0	245,467 0	0 0
(15)Jane CroessmanManaging Director, SEF	(i) (ii)	155,128 0	5,000 0	13,800 0	18,817 0	24,667 0	217,412 0	0 0
(16)Toni RossettiManaging Director, Compliance	(i) (ii)	171,957 0	10,000 0	300 0	20,484 0	9,805 0	212,546 0	0 0
(17)David KammererDirector, IS	(i) (ii)	183,135 0	6,000 0	11,267 0	21,199 0	1,078 0	222,679 0	0 0

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Identifier	Return Reference	Explanation
Health or social club dues or initiation fees	Schedule J, Part I, Line 1a	Health club dues provided to DANIEL ROTH, REGINA THOELE, KAREN WUERTZ, KENNETH HAASE, DAVID HAWRYSZ, EDWARD DASSO AND THOMAS SEXTON, STAFF AND OFFICERS, in the amount of $11,424.00 was reported as compensation on Form W-2.

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

National Futures Association

Employer identification number

36-2960981

Identifier	Return Reference	Explanation
Significant Changes to Governing Documents	Form 990, Part VI, Line 4	Since National Futures Association's (NFA) inception, a basic governance tenet has been that all of NFA's constituencies must be fairly and adequately represented on the Board - consistent with statutory and regulatory provisions. Moreover, Section 17(b)(11) of the Commodity Exchange Act requires, in part, that NFA's Board must provide for meaningful representation of a diversity of membership interests. Applying these governance principles, the Board approved at its August 2012 meeting that seven Swap Participants be added to NFA's Board of Directors.
Members or Stockholders	Form 990, Part VI, Line 6	NFA MEMBERS INCLUDE CERTAIN PERSONS REGISTERED WITH THE COMMODITY FUTURES TRADING COMMISSION ("COMMISSION"); ANY CONTRACT MARKET; AND ANY PERSON DESIGNATED BY COMMISSION RULE AS ELIGIBLE FOR NFA MEMBERSHIP. NFA MEMBERS ARE DIVIDED INTO CATEGORIES BASED UPON THE CATEGORIES IN WHICH THEY ARE REGISTERED WITH THE COMMISSION. THESE CATEGORIES INCLUDE CONTRACT MARKETS; FUTURES COMMISSION MERCHANTS AND LEVERAGED TRANSACTION MERCHANTS; INTRODUCING BROKERS; RETAIL FOREIGN EXCHANGE DEALERS; SWAP DEALERS; MAJOR SWAP PARTICIPANTS; AND COMMODITY POOL OPERATORS AND COMMODITY TRADING ADVISORS.
Members or Stockholders Who May Elect	Form 990, Part VI, Line 7a	Election Process: Because NFA's Directors have staggered terms of office, NFA elects a portion of NFA's Board on the third Tuesday in January. Prior to October 15th preceding the election, NFA's Secretary provides to all Members the names of the elected Directors whose terms will expire at the Annual Election and requests the submission to NFA's Nominating Committee of the names of eligible persons to fill those positions. Before the November 20th preceding the election, the Nominating Committee submits to the Secretary its list of nominees for the elected Board positions, which the Secretary then provides to the Members. Within 21 days of this notification, additional nominations may be made by petition signed by at least 50 Members in the category for which the nominating petition is being filed. After the expiration of the 21-day period, the Secretary provides the Members with the names of all of the nominees. In the event of a contested election in any of the FCM and LTM; IB; or CPO and CTA categories, the Secretary sends written ballots to all Members in that category by December 15. Promptly after the December 31st preceding the election, the Secretary notifies the contract market Members that will be represented on the Board during the current calendar year. If an election is necessary to choose a contract market Member representative (refer to Board composition board description below) the Secretary requests the contract market Members eligible to vote to nominate eligible persons to represent such contract market Members. In the event of a contested election in the contract market category, the Secretary shall cause written ballots to be sent to all contract market Members eligible to vote by January 10. The election results are announced at the Board's Annual meeting held the third Thursday in February and the Directors take their place on the Board. At the Annual Meeting, the Board elects the Public Representatives from nominees made by the Members which the Secretary solicits in advance. Board Composition: The composition of NFA's Board of Directors is - Contract Market Representatives: If there are four or fewer contract market Members having annual transaction volume during the prior calendar year of more than 1,000,000, then one representative of each such contract market Member. If there are more than four contract market Members with annual transaction volume during the prior calendar year of more than 1,000,000, then (a) one representative of each contract market Member ranked in the top three contract market Members based on annual transaction volume during the prior calendar year and one representative of the remaining contract market Members with annual transaction volume during the prior calendar year of more than 1,000,000. Futures Commission Merchant, Leverage Transaction Merchant and Introducing Broker Representatives: Seven representatives of Commission registered Futures Commission Merchant ("FCM") Members, including at least three (3) representatives of FCMs ranked in the top ten FCMs and at least three (3) representatives of FCMs, (not ranked in the top ten FCMs), and Commission registered Leverage Transaction Merchant ("LTM") Members; one representative of Commission registered Introducing Broker ("IB") Members required to maintain minimum adjusted net capital; and one representative of IBs not required to maintain minimum adjusted net capital. One Representative of RFEDs Commodity Pool Operator and Commodity Trading Advisor Representatives: Four representatives of Commission registered Commodity Pool Operator ("CPO") Members and Commission registered commodity trading advisor ("CTA") Members, including at least two (2) representatives of CPOs or CTAs that rank within the top 20 percent of CPOs or CTAs with funds under management allocated to futures. Swap Dealer and Major Swap Participant Representatives: Seven (7) elected representatives of registered or provisionally registered Swap Dealers and registered or provisionally registered Major Swap Participants, divided as follows - At least three (3) representatives of SDs that are Large Financial Institutions, as of June 30 of the prior calendar year. At least three (3) representatives of SDs that are not included in paragraph (d)(i) above, as of June 30 of the prior calendar year. One representative of MSPs: Provided, however, that if there are no persons willing and eligible to be a representative of MSPs, then such MSP representation requirement shall not apply. Public Representatives: (a) Effective as of the 2013 annual meeting of the Board, eleven (11) individuals who are Public Representatives (b) Effective as of the 2014 annual meeting of the Board, twelve (12) Public Representatives (c) Effective as of the 2015 annual meeting of the Board, thirteen (13) Public Representatives (d) Effective as of the 2016 annual meeting of the Board, fourteen (14) Public Representatives. An FCM, LTM, RFED, IB, CTA, CPO, SD or MSP Member and all of its Affiliates shall have no more than one representative on the Board at any one time.
Decisions Subject to Approval	Form 990, Part VI, Line 7b	A CHANGE IN NFA'S ARTICLES OF INCORPORATION ("ARTICLES") REQUIRES APPROVAL BY A MAJORITY OF THOSE VOTING IN EACH MEMBERSHIP CATEGORY. REFER TO SCHEDULE O DESCRIPTION OF PART VI line 6 FOR A DESCRIPTION OF THE MEMBERSHIP CATEGORIES.
Form 990 Review Process	Form 990, Part VI, Line 11b	PRIOR TO FILING THE FORM 990, IT WAS REVIEWED AND APPROVED BY NFA'S AUDIT COMMITTEE (THREE MEMBERS). THE REVIEW INVOLVED AN IN-DEPTH PRESENTATION BY NFA STAFF TO THE COMMITTEE. THE COMMITTEE ALSO REVIEWED THE OVERALL ACCURACY AND COMPLETENESS OF THE 990. PRIOR TO FILING THE FORM 990, THE DRAFT RETURN WAS ALSO PROVIDED TO THE REMAINING VOTING MEMBERS OF NFA'S GOVERNING BODY. NFA'S COO ALSO REVIEWED THE FORM 990 FOR OVERALL ACCURACY AND COMPLETENESS PRIOR TO FILING.
Conflict of Interest Policy Monitoring & Enforcement	Form 990, Part VI, Line 12c	AT NFA'S BOARD OF DIRECTORS ANNUAL MEETING, NFA'S GENERAL COUNSEL PRESENTS, IN WRITING, NFA'S POLICY AND PROCEDURE ON CONFLICTS AND DUALITIES OF INTEREST ("POLICY"). EACH DIRECTOR IS SUBSEQUENTLY REQUIRED TO SIGN A WRITTEN STATEMENT THAT LISTS ANY AFFILIATION THAT MAY GIVE RISE TO POTENTIAL CONFLICTS AND DUALITIES OF INTEREST UNDER THE POLICY. THE WRITTEN STATEMENT ALSO ACKNOWLEDGES THAT THE DIRECTOR HAS RECEIVED, READ AND UNDERSTOOD, AND AGREES TO ABIDE BY NFA'S POLICY; AND THAT THE DIRECTOR AT NFA'S BOARD OF DIRECTORS ANNUAL MEETING, NFA'S GENERAL COUNSEL PRESENTS, IN WRITING, NFA'S POLICY AND PROCEDURE ON CONFLICTS AND DUALITIES OF INTEREST ("POLICY"). EACH DIRECTOR IS SUBSEQUENTLY REQUIRED TO SIGN A WRITTEN STATEMENT THAT LISTS ANY AFFILIATION THAT MAY GIVE RISE TO POTENTIAL CONFLICTS AND DUALITIES OF INTEREST UNDER THE POLICY. THE WRITTEN STATEMENT ALSO ACKNOWLEDGES THAT THE DIRECTOR HAS RECEIVED, READ AND UNDERSTOOD, AND AGREES TO ABIDE BY NFA'S POLICY; AND THAT THE DIRECTOR WILL DISCLOSE, AS IT OCCURS, ANY AFFILIATION THAT MAY GIVE RISE TO A CONFLICT OR DUALITY OF INTEREST UNDER THE POLICY. NFA STAFF REVIEWS AND MAINTAINS THESE WRITTEN STATEMENTS AND REFERS TO THEM AS MATTERS UPON WHICH THE BOARD ACTS ARISE. IF ANY DIRECTOR HAS AN AFFILIATION THAT MAY GIVE RISE TO A CONFLICT OR DUALITY OF INTEREST UNDER THE POLICY IN CONNECTION WITH A MATTER COMING BEFORE THE BOARD, NFA'S GENERAL COUNSEL BRINGS THE AFFILIATION TO THE BOARD'S ATTENTION IN THE EVENT THAT THE DIRECTOR DOES NOT. NFA STAFF IS REQUIRED TO ADHERE TO A CONFLICT OF INTEREST POLICY, WHICH IS MONITORED BY HUMAN RESOURCES. STAFF ANNUALLY COMPLETE THEIR CONFLICT OF INTEREST QUESTIONNAIRES, WHICH HUMAN RESOURCES REVIEWS AND MAINTAINS. IF ANY CONFLICTS ARISE, GENERAL COUNSEL DISCUSS WITH STAFF, AND DOCUMENT ACTIONS TAKEN; WHETHER DISPOSAL OF THE INTEREST OR ANY DISCIPLINARY ACTION UNDER THE CODE OF PROFESSIONAL CONDUCT IS WARRANTED DEPENDING ON LEVEL OF CONFLICT UNDER REVIEW.
Process for Determining Compensation	Form 990, Part VI, Lines 15a & 15b	The Compensation committee is comprised of three voting members of the board. For all officers except the CEO, the CEO collaborates with the compensation committee to determine the remaining officers' compensation. The CEO and the compensation committee discuss each officer's contribution to the organization; they review comparable market data provided by NFA's human resource department and deliberate compensation recommendations which are documented and presented to the Executive Committee. The same method, as described above, is used in determining the CEO's compensation, only the CEO is not part of the process. The Executive Committee reviews the compensation committee's proposed recommendation and either accepts or adjusts the proposal. The Executive Committee then makes their recommendation to the Board of Directors. The Board of Directors either approves or modifies the Executive Committee's recommendation. The Board then approves final compensation for officers. The organization contemporaneously documents and maintains recordkeeping for deliberations and decisions regarding the compensation arrangements of the officers. Compensation is reported on a calendar year basis and its major components include base salary and performance bonuses. Additionally, The Association also participates in the purchase of life insurance on behalf of certain executive officers (Executives) as part of the National Futures Association split-dollar life insurance plan (the Split-Dollar Plan). The purpose of the Split-Dollar Plan is to provide participating Executives with an insured death benefit during employment and after retirement. The insurance policy also allows for capital accumulation through the buildup of cash value. Upon termination of employment, death or maturity of the policy, the Association receives cash value equal to the cumulative premium paid by the Association and the policyholder has a paid up life insurance policy. The following officers currently have policies: Karen Wuertz vests in September 2013 and the expected cash surrender value of her policy is $158,000; David Hawrysz vests September 2015 and the expected cash surrender value of his policy is $107,000; Thomas Sexton vests September 2016 and the expected cash surrender value of his policy is $225,000.
How Documents are Made Available to the Public	Form 990, Part VI, Line 19	THE ORGANIZATION MAKES GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS AVAILABLE ON ITS WEBSITE OR UPON WRITTEN REQUEST. CONFLICTS OF INTEREST POLICY AVAILABLE UPON REQUEST.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If “Yes,”the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926)......................................	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If “Yes,” the organizationmay be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A).......................................	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471)..............................	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621)	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships. (see Instructions for Form 8865)....................................	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713)................................................	Yes	No