Among the great strengths of a policy-oriented foundation like Joyce is the willingness to take a long view, to be patient investors in ideas that take time to have impact, and to take chances on projects that may not work out. But in times of crisis, Joyce team and partners also have an obligation to be responsive to immediate challenges in their Midwest region. They began 2009 with Joyce assets at a six-year low, the economy in crisis, and deep uncertainty about the future. As the year played out, it became clear that despite federal stimulus spending and major interventions to protect the nation's economy, high unemployment would persist for some time. Midwest states, where they focus their funding, were particularly hard hit, especially in communities largely dependent on the auto industry. The education of young people is intertwined with workforce challenges and is a high priority for Joyce. High drop-out rates and huge performance gaps between low-income minority students and those who are more affluent is a major problem that has long preoccupied and frustrated policy leaders and educators. Therefore, Joyce has invested heavily in programs that help ensure that the neediest kids have access to excellent well-supported teachers. In its Environment program, 2009 was a very mixed year. Several major advances included a $475 million federal allocation for Great Lakes Restoration, something Joyce and its grantees fought to achieve for years. Another emphasis has been on reducing gun access in illegal markets. The so-called "secondary market" which includes gun shows, flea markets, and private sales, is largely unregulated and accounts for 40 percent of gun transfers nationally. A big push in the Money and Politics program was to help coordinate a strategic initiative focused on the 2010 census. Joyce made close to $1 million in grants aimed at boosting census participation in Illinois, Ohio, Michigan, Minnesota, and Wisconsin, especially of so-called "hard-to-count" communities. Overall, its targeted areas did quite well. And, finally, Joyce's Culture program has continued to be one of the largest supporters of diverse arts groups in the Midwest. This paper presents the Foundation's annual report for 2009.