2015-11-09T15:55:47-06:00 2014-12-31 346565596 ERNST & YOUNG LLP 1101 NEW YORK AVENUE NW WASHINGTON DC 20005 990 2014-01-01 237268394 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION INTE 2029624600 777 N CAPITOL ST NE STE 600-TAX WASHINGTON DC 200024240 MICHAEL GUARASCI TREASURER 2029624600 2015-11-09 1 STEPHEN CLARKE P01784847 2023276064 2014 2016-02-25 16:41:14Z ROBERT SCHULTZE 777 N CAPITOL ST NE STE 600-TAX WASHINGTON DC 200024240 269123220 0 X WWW.ICMARC.ORG X 1972 DE TO LESSEN THE BURDENS OF STATE AND LOCAL GOVERNMENTS AND THEIR AGENCIES AND INSTRUMENTALITIES IN THE ESTABLISHMENT AND ADMINISTRATION OF QUALIFIED AND DEFERRED COMPENSATION RETIREMENT PLANS UNDER SECTIONS 457 AND 401 OF THE INTERNAL REVENUE CODE, BY PROVIDING THEM WITH EXTENSIVE RETIREMENT PLAN ADMINISTRATION AND ASSET MANAGEMENT SERVICES, WHICH INCLUDE BROAD-BASED RETIREMENT PLANNING AND INVESTMENT EDUCATION SUPPORT. THE CORPORATION MAKES ITS SERVICES AVAILABLE TO ALL STATE AND LOCAL GOVERNMENT EMPLOYERS, INCLUDING MANY THAT HAVE LIMITED OR NO VIABLE RETIREMENT PLAN ADMINISTRATION OR PUBLIC TRUST INVESTMENT OPTIONS AVAILABLE TO THEM. 10 7 890 0 13368164 -1099281 0 0 188032713 208031416 13932288 14659591 418229 151495 202383230 222842502 1019336 999500 0 0 114886389 122695185 0 0 0 46724878 56252896 162630603 179947581 39752627 42894921 452312085 493889563 63092562 67515036 389219523 426374527 THE CORPORATION SERVES TO LESSEN THE BURDENS OF STATE AND LOCAL GOVERNMENTS AND THEIR AGENCIES AND INSTRUMENTALITIES BY ADMINISTERING QUALIFIED AND DEFERRED COMPENSATION RETIREMENT PLANS, THEREBY HELPING PUBLIC SECTOR EMPLOYEES BUILD RETIREMENT SECURITY. 0 0 145204739 999500 194814747 THE CORPORATION PROVIDED PLAN ADMINISTRATION, INVESTMENT MANAGEMENT, AND RETIREMENT PLANNING AND INVESTMENT EDUCATION SERVICES TO 4,864 STATE AND LOCAL GOVERNMENT EMPLOYERS THAT OFFER 9,572 RETIREMENT PLANS HOLDING 1,313,348 PUBLIC SECTOR EMPLOYEE RETIREMENT ACCOUNTS. 145204739 1 0 0 0 0 0 0 0 0 0 1 1 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 1 129 0 1 890 1 1 1 0 0 0 0 0 0 0 0 0 X 10 7 1 0 0 0 0 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 AZ CA DE GA ID NM NH NC IN OK X RICHARD WHITTY ASST TREASURER 2029624600 777 NORTH CAPITOL STREET NE STE WASHINGTON DC 20002 JOAN MCCALLEN PRESIDENT/CEO/DIRECTOR 40.00 X X 2215920 0 39267 JACQUELINE CHARNLEY DIRECTOR 2.00 X 2440 0 0 FRANCES GONZALEZ DIRECTOR 2.00 X 487 0 0 THOMAS LUNDY DIRECTOR 2.00 X 8998 0 0 PEGGY MERRISS DIRECTOR 2.00 X 1810 0 0 DAVID MORA DIRECTOR 2.00 X 9022 0 0 ROBERT O'NEILL DIRECTOR 2.00 37.50 X 6990 387901 80701 TIMOTHY VAILL DIRECTOR 2.00 X 4636 0 0 ROBERT VIVIAN DIRECTOR 2.00 X 8670 0 0 TINA WILLIAMS DIRECTOR 2.00 X 1709 0 0 ELIZABETH GLISTA TREASURER/CFO 40.00 X 791616 0 206889 GEORGE SUZICH ASST TREAS/FINANCE MVP 40.00 X 371718 0 58610 PATRICIA VAUSE ASST TREAS/FINANCE VP 40.00 X 309321 0 36555 RICHARD WHITTY ASST TREAS/FINANCE VP 40.00 X 244554 0 56491 BARBARA STOTLER ASST TREAS/FINANCE DIRECTR 40.00 X 163144 0 47446 KATHRYN MCGRATH SECRETARY/GEN COUNSEL 40.00 X 1172992 0 38899 ANGELA MONTEZ ASST SEC/DEPUTY GEN CNSL 40.00 X 478939 0 27498 ERICA MCFARQUHAR ASST SEC/SENIOR COUNSEL 40.00 X 221592 0 33630 GREGORY DYSON SENIOR VICE PRESIDENT 40.00 X 891221 0 57763 CHRISTOPHER MATZKE SENIOR VICE PRESIDENT 40.00 X 883880 0 147013 WAYNE WICKER SENIOR VICE PRESIDENT 40.00 X 2329654 0 58478 DAVID BRAVERMAN MANAGING VICE PRESIDENT 40.00 X 729968 0 59140 KAREN CHONG-WULFF MANAGING VICE PRESIDENT 40.00 X 811789 0 51189 JULIE DELLINGER MANAGING VICE PRESIDENT 40.00 X 802697 0 59657 JAMES ROHRBACHER SENIOR VICE PRESIDENT 40.00 X 638161 0 43138 KEITH SENDALL SENIOR VICE PRESIDENT 40.00 X 818349 0 30816 13920277 387901 1133180 301 0 1 0 DELOITTE CONSULTING LLP 4022 SELLS DRIVE HERMITAGE TN 37076 STRATEGIC CONSULTING 1126496 IRON BOW TECHNOLOGIES LLC 4800 WESTFIELDS BOULEVARD CHANTILLY VA 20151 INFORMATION SYSTEMS 869184 BRIDGEPOINT GROUP LLC 3 LAMBERT COVE FLAGLER BEACH FL 32136 STRATEGIC CONSULTING 557547 MICROSOFT LICENSING GP 6100 NEIL ROAD RENO NV 89511 INFORMATION SYSTEMS 437707 KPMG LLP 3 CHESTNUT RIDGE ROAD MONTVALE NJ 07645 STRATEGIC CONSULTING 416167 18 RETIREMENT PLANS/TRUST 523920 194814747 194814747 RETIREMENT ACCOUNTS 523920 13126050 13126050 INVESTMENT ACCOUNTS 523920 90619 90619 208031416 12508968 12508968 48431341 46280718 2150623 2150623 2150623 ACCOUNTING SERVICES 541200 120000 120000 TELEPHONE SERVICES 561700 24333 24333 7162 7162 151495 222842502 194814747 13368164 14659591 999500 999500 10927852 6834816 4093036 87526851 70494373 17032478 7633926 6337930 1295996 10792754 8390881 2401873 5813802 4655104 1158698 1070893 670379 400514 852402 549579 302823 222393 222393 714081 714081 2472108 2237505 234603 7340465 6643855 696610 420162 420162 4934193 4465938 468255 3587900 3360462 227438 2363525 1028685 1334840 23370 23370 5932857 5369829 563028 1489786 693644 796142 PLAN MAILING/POSTAGE 5698048 5190841 507207 PLAN PRINTING/PUBLISHNG 3892610 3892610 DATA PROCESSING 3823414 1505497 2317917 PROFESSIONAL SUBSCRPTNS 2083739 1548299 535440 9330950 8955006 375944 179947581 145204739 34742842 0 39382455 38595627 24933079 27296616 2290610 2542602 80417716 66373596 13745215 14044120 290374900 333853434 77926646 73275003 3659180 4282161 452312085 493889563 52856141 57897551 10236421 9617485 63092562 67515036 X 389219523 426374527 389219523 426374527 452312085 493889563 X 42894921 -4547714 -1192203 X 0 1 X 1 0 X 145006489 153194401 160271865 176800998 194814326 830088079 145006489 153194401 160271865 176800998 194814326 830088079 0 2615872 3134003 3456815 3862035 4623698 17692423 2615872 3134003 3456815 3862035 4623698 17692423 812395656 6655712 7615377 9880126 12438852 12508968 49099035 6655712 7615377 9880126 12438852 12508968 49099035 151662201 160809778 170151991 189239850 207323294 879187114 0.92400 0.92610 0.05580 0.05480 X 5907149 2366859 3540290 31187567 26394936 4792631 43323000 37611801 5711199 14044120 I-SHARES MSCI EFA (493,000 SH) 29994120 F INVESCO ABRIX (1,493,896 SH) 17388951 F RIDGEWORTH SAMBX (2,880,510 SH) 25204461 F VANTAGEPOINT VPRHX (54,866 SH) 687471 F 73275003 RETIREMENT BENEFIT OBLIGATION, NONCURRENT 5337121 OBLIGATIONS UNDER CAPITAL LEASES 437478 OTHER LIABILITIES 3842886 9617485 X PART X, LINE 2: FIN 48 (ASC 740) FOOTNOTE TO THE CORPORATION'S AUDITED FINANCIAL STATEMENTS PROVIDES THE FOLLOWING DISCLOSURE: THE FASB ASC 740, INCOME TAXES, ESTABLISHES GUIDELINES FOR RECOGNIZING, MEASURING, AND DISCLOSING TAX RETURN POSITIONS IN FINANCIAL STATEMENTS. MANAGEMENT HAS EVALUATED THE CORPORATION'S TAX POSITIONS AND DETERMINED THAT THE APPLICATION OF ASC 740 HAD NO MATERIAL IMPACT ON ITS CONSOLIDATED FINANCIAL STATEMENTS. ACCORDINGLY, NO ADJUSTMENTS FOR UNRECOGNIZED TAX BENEFITS OR RELATED INTEREST OR PENALTIES WERE REQUIRED AS OF DECEMBER 31, 2014. IF APPLICABLE, THE CORPORATION WOULD RECOGNIZE ACCRUED INTEREST RELATED TO UNRECOGNIZED TAX BENEFITS IN INTEREST EXPENSE AND PENALTIES IN "OTHER EXPENSES" IN THE CONSOLIDATED STATEMENTS OF REVENUE, EXPENSES AND CHANGES IN NET ASSETS. MANAGEMENT IS NOT AWARE OF ANY TAX POSITIONS FOR WHICH IT IS REASONABLY POSSIBLE THAT THE TOTAL AMOUNTS OF UNRECOGNIZED TAX BENEFITS WOULD SIGNIFICANTLY INCREASE OR DECREASE DURING THE NEXT TWELVE MONTHS. EACH OF THE TAX YEARS IN THE FOUR-YEAR PERIOD ENDING DECEMBER 31, 2014 REMAINS SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAXING AUTHORITIES, ALTHOUGH CERTAIN STATE TAXING AUTHORITIES MAY LENGTHEN THIS PERIOD TO FIVE YEARS. EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENTS EAST ASIA AND THE PACIFIC 0 0 INVESTMENTS 562000 0 0 0 0 0 0 562000 0 562000 0 0 0 0 0 0 PART I, LINE 3: THE CORPORATION ENGAGED JPMORGAN CHASE BANK TO SERVE AS A THIRD-PARTY CUSTODIAN OF ITS FOREIGN INVESTMENTS. DURING THE YEAR, THE CORPORATION ACQUIRED AND SOLD SEVERAL FOREIGN GOVERNMENT BONDS HELD IN THE CUSTODIAN'S OMNIBUS FINANCIAL ACCOUNTS IN EUROPE AND EAST ASIA AND THE PACIFIC. THE MAXIMUM AGGREGATE VALUE OF THESE INVESTMENTS IN EUROPE WAS $6,215,000. THE CORPORATION SOLD THESE HOLDINGS BEFORE YEAR-END. THE MAXIMUM AGGREGATE VALUE OF THE INVESTMENTS IN EAST ASIA AND THE PACIFIC WAS $1,470,000 AND THE YEAR-END VALUE WAS $562,000. THE CORPORATION DID NOT HAVE AN INTEREST IN, OR SIGNATURE OR OTHER AUTHORITY OVER ANY FINANCIAL ACCOUNTS IN FOREIGN COUNTRIES. 1 CENTER FOR STATE AND LOCAL GOVERNMENT EXCELLENCE INC 777 NORTH CAPITOL STREET NE 5TH FLOOR WASHINGTON DC 20002 262661207 501(C)(3) 959000 GRANT FOR PUBLIC RESEARCH INTO STATE AND LOCAL GOVERNMENT RETIREMENT COMPENSATION AND BENEFITS ICMA-RC PUBLIC EMPLOYEE MEMORIAL SCHOLARSHIP FUND 777 NORTH CAPITOL STREET NE STE 600 600 WASHINGTON DC 20002 522281478 501(C)(3) 30000 SCHOLARSHIPS FOR DEPENDENTS OF PUBLIC SECTOR EMPLOYEES WHO DIE IN THE LINE OF DUTY HABITAT FOR HUMANITY METRO MARYLAND INC 9110 GAITHER ROAD GAITHERSBURG MD 208771422 521299516 501(C)(3) 10500 ASSISTANCE IN BUILDING AFFORDABLE HOUSING FOR LOW-INCOME RESIDENTS OF MONTGOMERY COUNTY, MD 3 PART I, LINE 2: SUPPLEMENTAL INFORMATION ON GRANTS MADE BY THE CORPORATION: TO ADVANCE ITS MISSION, THE CORPORATION SUPPORTS RESEARCH INTO RETIREMENT COMPENSATION AND BENEFIT ISSUES FACING STATE AND LOCAL GOVERNMENT EMPLOYERS. IN PROVIDING SUCH SUPPORT, THE CORPORATION MADE GRANT PAYMENTS TO THE CENTER FOR STATE AND LOCAL GOVERNMENT EXCELLENCE, INC., A SECTION 501(C)(3) PUBLIC CHARITY. THE CORPORATION MONITORS THE ACTIVITIES OF THIS ORGANIZATION BY ATTENDING PRESENTATIONS AND REVIEWING PUBLICATIONS THROUGH WHICH RESEARCH FINDINGS ON STATE AND LOCAL GOVERNMENT EMPLOYER AND EMPLOYEE RETIREMENT TOPICS ARE BEING DISSEMINATED. IN ADDITION, THE CORPORATION MAINTAINS REPRESENTATION ON THE BOARD OF DIRECTORS OF THIS ORGANIZATION. THE CORPORATION ALSO MADE GRANTS IN SUPPORT OF ICMA-RC VANTAGEPOINT PUBLIC EMPLOYEE MEMORIAL SCHOLARSHIP FUND, A SECTION 501(C)(3) PUBLIC CHARITY, WHICH INDEPENDENTLY AWARDS AND MAKES QUALIFYING HIGHER EDUCATION SCHOLARSHIP PAYMENTS TO DEPENDENTS OF PUBLIC SECTOR EMPLOYEES WHO DIE IN THE LINE OF DUTY. THE INDIVIDUAL RECIPIENTS ARE SELECTED BY THIS ORGANIZATION UNDER ITS OWN CHARITABLE PROGRAM GUIDELINES. X X 1 1 X X X X X X 0 1 0 0 0 0 0 1 0 JOAN MCCALLEN PRESIDENT/CEO/DIRECTOR 645108 0 1563250 0 7562 0 26000 0 13267 0 2255187 0 0 0 ROBERT O'NEILL DIRECTOR 6990 387901 0 0 0 0 0 56429 0 24272 6990 468602 0 0 ELIZABETH GLISTA TREASURER/CFO 308305 0 465988 0 17323 0 175710 0 31179 0 998505 0 0 0 GEORGE SUZICH ASST TREAS/FINANCE MVP 226735 0 143521 0 1462 0 26000 0 32610 0 430328 0 0 0 PATRICIA VAUSE ASST TREAS/FINANCE VP 187349 0 120885 0 1087 0 26000 0 10555 0 345876 0 0 0 RICHARD WHITTY ASST TREAS/FINANCE VP 174201 0 69758 0 595 0 25053 0 31438 0 301045 0 0 0 BARBARA STOTLER ASST TREAS/FINANCE DIRECTR 124759 0 38014 0 371 0 16893 0 30553 0 210590 0 0 0 KATHRYN MCGRATH SECRETARY/GEN COUNSEL 395107 0 564833 0 213052 0 26000 0 12899 0 1211891 0 0 0 ANGELA MONTEZ ASST SEC/DEPUTY GEN CNSL 251534 0 208946 0 18459 0 26000 0 1498 0 506437 0 0 0 ERICA MCFARQUHAR ASST SEC/SENIOR COUNSEL 170106 0 50844 0 642 0 22483 0 11147 0 255222 0 0 0 GREGORY DYSON SENIOR VICE PRESIDENT 257532 0 378438 0 255251 0 26000 0 31763 0 948984 0 0 0 CHRISTOPHER MATZKE SENIOR VICE PRESIDENT 276769 0 605863 0 1248 0 117234 0 29779 0 1030893 0 0 0 WAYNE WICKER SENIOR VICE PRESIDENT 442732 0 1351311 0 535611 0 26000 0 32478 0 2388132 0 0 0 DAVID BRAVERMAN MANAGING VICE PRESIDENT 259102 0 451560 0 19306 0 26000 0 33140 0 789108 0 0 0 KAREN CHONG-WULFF MANAGING VICE PRESIDENT 311253 0 499166 0 1370 0 26000 0 25189 0 862978 0 0 0 JULIE DELLINGER MANAGING VICE PRESIDENT 280802 0 501733 0 20162 0 26000 0 33657 0 862354 0 0 0 JAMES ROHRBACHER SENIOR VICE PRESIDENT 180562 0 225308 0 232291 0 26000 0 17138 0 681299 0 0 0 KEITH SENDALL SENIOR VICE PRESIDENT 132456 0 508162 0 177731 0 26000 0 4816 0 849165 0 0 0 PART I, LINE 1A FIRST-CLASS TRAVEL: THE CORPORATION'S TRAVEL GUIDELINES PROVIDE DIRECTORS WITH THE OPTION OF FIRST-CLASS TRAVEL WHEN IT INVOLVES EXTENUATING CIRCUMSTANCES, SUCH AS LATE NIGHT ARRIVALS AND LONGER FLIGHT TIMES. WHILE ATTENDING BOARD MEETINGS IN 2014, SIX OF TEN DIRECTORS USED THIS OPTION. TRAVEL FOR COMPANIONS: IN CONSIDERATION OF PERSONAL AND FAMILY OBLIGATIONS, THE CORPORATION'S TRAVEL GUIDELINES PROVIDE FOR ASSISTANCE IN DEFRAYING TRAVEL COSTS OF COMPANIONS OR FAMILY MEMBERS WHO MAY ACCOMPANY DIRECTORS TO BOARD MEETINGS. ALTHOUGH NOT PAID DIRECTOR FEES FOR THEIR SERVICES, DIRECTORS RECOGNIZE TAXABLE INCOME IN THE AMOUNT OF ANY SUCH ASSISTANCE. IN 2014, NINE OF TEN DIRECTORS RECEIVED PAYMENTS UNDER THIS POLICY. PART I, LINE 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: IN 2000, THE BOARD OF DIRECTORS ADOPTED A SECTION 457(F) SUPPLEMENTAL RETIREMENT PLAN FOR SENIOR EXECUTIVES. THE BOARD REVIEWED COMPARABILITY DATA PROVIDED BY AN INDEPENDENT COMPENSATION CONSULTANT BEFORE APPROVING THIS PLAN AS PART OF AN OVERALL PROGRAM OF REASONABLE COMPENSATION. THEREAFTER, THE BOARD HAS PERIODICALLY REVIEWED COMPARABILITY DATA THROUGH 2014 AS THE RIGHTS OF ITS PARTICIPANTS ACCRUED OR VESTED UNDER THE PLAN. AFTER EACH SUCH REVIEW, THE BOARD HAS DETERMINED THAT THE AMOUNTS ACCRUED OR PAID UNDER THE PLAN WERE REASONABLE AS PART OF THE INDIVIDUAL PARTICIPANTS' OVERALL COMPENSATION. NONE OF THE PLAN PARTICIPANTS TOOK PART IN THE BOARD'S DELIBERATIONS OR DECISIONS RELATING TO THIS PLAN. PERSONS LISTED IN FORM 990, PART VII, SECTION A, WHO WERE ELIGIBLE AND APPROVED BY THE BOARD TO PARTICIPATE AND EARN UNVESTED CREDIT TOWARD RETIREMENT BENEFITS UNDER THIS PLAN DURING 2014 INCLUDED ELIZABETH GLISTA AND CHRISTOPHER MATZKE. AMOUNTS REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN C FOR THESE UNVESTED PARTICIPANTS INCLUDE THE ANNUAL INCREASE, IF ANY, IN THE PRESENT VALUE OF ACCRUED BENEFITS UNDER THE PLAN, AS ADJUSTED FOR DISTRIBUTIONS, AND AS DETERMINED BY THE CORPORATION'S ACTUARIES. ELIGIBLE AND APPROVED PLAN PARTICIPANTS LISTED IN FORM 990, PART VII, SECTION A, WHO EARNED VESTED CREDIT TOWARD RETIREMENT BENEFITS UNDER THIS PLAN INCLUDED THE FOLLOWING INDIVIDUALS: JOAN MCCALLEN, KATHRYN MCGRATH, GREGORY DYSON, WAYNE WICKER, JAMES ROHRBACHER, AND KEITH SENDALL. THE PRESIDENT AND CEO, JOAN MCCALLEN, HAS MET ALL SERVICE AND AGE REQUIREMENTS AND VESTED UNDER THIS PLAN, AND MAY RECEIVE FUTURE PAYMENTS BEGINNING AT RETIREMENT. IN 2014, THERE WAS NO INCREASE IN THE AMOUNT VESTED UNDER THE PLAN, OR IN THE PRESENT VALUE OF ACCRUED BENEFITS UNDER THE PLAN, AS ADJUSTED FOR DISTRIBUTIONS, TO REPORT EITHER IN COLUMN B(III) OR IN COLUMN C OF THE FORM 990, SCHEDULE J, PART II. SIMILARLY, NO TAXABLE INCOME FROM THE PLAN WAS REPORTABLE TO THE PRESIDENT AND CEO IN 2014 UNDER THE REQUIREMENTS OF SECTIONS 61 AND 457(F) OF THE INTERNAL REVENUE CODE. THE SECRETARY AND GENERAL COUNSEL, KATHRYN MCGRATH, HAS MET ALL SERVICE AND AGE REQUIREMENTS AND VESTED UNDER THIS PLAN, AND MAY RECEIVE FUTURE PAYMENTS BEGINNING AT RETIREMENT. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $208,000 REPRESENTING A VESTED CREDIT TOWARDS ANY SUCH FUTURE RETIREMENT PAYMENTS. THE CORPORATION REPORTED THIS AMOUNT AS TAXABLE INCOME TO THE SECRETARY AND GENERAL COUNSEL IN 2014 UNDER THE REQUIREMENTS OF SECTIONS 61 AND 457(F) OF THE INTERNAL REVENUE CODE. SENIOR VICE PRESIDENT GREGORY DYSON HAS MET ALL SERVICE AND AGE REQUIREMENTS AND VESTED UNDER THIS PLAN, AND MAY RECEIVE FUTURE PAYMENTS BEGINNING AT RETIREMENT. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $141,000 REPRESENTING A VESTED CREDIT TOWARDS ANY SUCH FUTURE RETIREMENT PAYMENTS, ALONG WITH A PAYMENT OF $112,000 UNDER THIS PLAN. THE CORPORATION REPORTED THESE AMOUNTS AS TAXABLE INCOME TO THIS SENIOR VICE PRESIDENT IN 2014 UNDER THE REQUIREMENTS OF SECTIONS 61 AND 457(F) OF THE INTERNAL REVENUE CODE. SENIOR VICE PRESIDENT WAYNE WICKER HAS MET ALL SERVICE AND AGE REQUIREMENTS AND VESTED UNDER THIS PLAN, AND MAY RECEIVE FUTURE PAYMENTS BEGINNING AT RETIREMENT. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $319,000 REPRESENTING A VESTED CREDIT TOWARDS ANY SUCH FUTURE RETIREMENT PAYMENTS, ALONG WITH A PAYMENT OF $196,000 UNDER THIS PLAN. THE CORPORATION REPORTED THESE AMOUNTS AS TAXABLE INCOME TO THIS SENIOR VICE PRESIDENT IN 2014 UNDER THE REQUIREMENTS OF SECTIONS 61 AND 457(F) OF THE INTERNAL REVENUE CODE. SENIOR VICE PRESIDENT JAMES ROHRBACHER HAS MET ALL SERVICE AND AGE REQUIREMENTS AND VESTED UNDER THIS PLAN. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $127,000 REPRESENTING A VESTED CREDIT TOWARDS RETIREMENT PAYMENTS UNDER THIS PLAN, ALONG WITH A PAYMENT OF $86,000 UNDER THIS PLAN. THE CORPORATION REPORTED THESE AMOUNTS AS TAXABLE INCOME TO THIS SENIOR VICE PRESIDENT IN 2014 UNDER THE REQUIREMENTS OF SECTIONS 61 AND 457(F) OF THE INTERNAL REVENUE CODE. IN ADDITION, THIS SENIOR VICE PRESIDENT RETIRED AND SEPARATED FROM EMPLOYMENT IN 2014 AND RECEIVED A ONE-TIME LUMP-SUM DISTRIBUTION OF $905,000 REPRESENTING ALL AFTER-TAX RETIREMENT BENEFITS DUE TO HIM UNDER THE PLAN. SENIOR VICE PRESIDENT KEITH SENDALL HAS MET ALL SERVICE AND AGE REQUIREMENTS AND VESTED UNDER THIS PLAN. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $160,000 REPRESENTING A VESTED CREDIT TOWARDS RETIREMENT PAYMENTS UNDER THIS PLAN. THE CORPORATION REPORTED THIS AMOUNT AS TAXABLE INCOME TO THIS SENIOR VICE PRESIDENT IN 2014 UNDER THE REQUIREMENTS OF SECTIONS 61 AND 457(F) OF THE INTERNAL REVENUE CODE. IN ADDITION, THIS SENIOR VICE PRESIDENT RETIRED AND SEPARATED FROM EMPLOYMENT IN 2014 AND RECEIVED A ONE-TIME LUMP-SUM DISTRIBUTION OF $1,186,000 REPRESENTING ALL AFTER-TAX RETIREMENT BENEFITS DUE TO HIM UNDER THE PLAN. PART I, LINE 7 NON-FIXED PAYMENTS: THE CORPORATION OFFERS SHORT-TERM, FUNCTIONAL, AND LONG-TERM INCENTIVE COMPENSATION PROGRAMS FOR CERTAIN EXECUTIVES. THESE PLANS ARE ESTABLISHED BY THE CORPORATION'S BOARD BASED ON RECOMMENDATIONS OF THE ADMINISTRATION AND COMPENSATION COMMITTEE OF THE BOARD. THE PROGRAMS HAVE SPECIFIC GOALS AND OBJECTIVES THAT ARE APPROVED IN ADVANCE BY THE BOARD, AND IN THE BOARD'S DISCRETION, PARTICIPANTS MAY BE AWARDED COMPENSATORY AMOUNTS BASED ON PERFORMANCE IN ACCORDANCE WITH SUCH GOALS AND OBJECTIVES. THE CORPORATION'S BOARD APPROVES ALL AMOUNTS UNDER THESE PROGRAMS AND RELIES ON MARKET DATA FROM AN INDEPENDENT COMPENSATION CONSULTANT TO DETERMINE THEIR REASONABLENESS AS PART OF THE PARTICIPANTS' OVERALL COMPENSATION. ALL PERSONS LISTED ON FORM 990, SCHEDULE J, PART II EARNED AND RECEIVED A FORM OF SUCH PAYMENTS DURING 2014. VANTAGETRUST SEE PART V 126268883 SEE PART V 0 THE VANTAGEPOINT FUNDS SEE PART V 41591829 SEE PART V 0 PART IV EXPLANATION: TO ACCOMPLISH ITS TAX-EXEMPT MISSION, THE CORPORATION PROVIDES INVESTMENT ADVISORY, TRANSFER AGENCY, AND MANAGEMENT AND ADMINISTRATIVE SUPPORT SERVICES TO VANTAGETRUST (REVENUE RULING 81-100 GROUP RETIREMENT TRUST) AND THE VANTAGEPOINT FUNDS (REGISTERED INVESTMENT COMPANY) IN WHICH CERTAIN GOVERNMENTAL RETIREMENT PLANS ADMINISTERED BY THE CORPORATION INVEST THEIR ASSETS. BY ARRANGEMENT AND APPROVAL OF THE BOARDS OF DIRECTORS OF VANTAGETRUST AND THE VANTAGEPOINT FUNDS, SEVERAL DIRECTORS AND OFFICERS OF THE CORPORATION ALSO SERVE AS DIRECTORS AND OFFICERS OF THESE ENTITIES. THE TRANSACTION AMOUNTS SHOWN IN FORM 990, SCHEDULE L, PART IV, COLUMN C, CONSTITUTE PROGRAM SERVICE REVENUE RECEIVED BY THE CORPORATION, AS REFLECTED IN THE TOTALS SHOWN ON THE FORM 990, PART VIII, LINE 2A. FORM 990, PART VI, SECTION A, LINE 2 DURING 2014, JOAN MCCALLEN AND ROBERT O'NEILL ALSO SERVED AS DIRECTORS ON THE BOARD OF THE CENTER FOR PUBLIC ADMINISTRATION AND SERVICE, INC., AN ORGANIZATION THAT OWNS AND MANAGES THE OFFICE BUILDING LOCATION OF THE CORPORATION'S HEADQUARTERS IN WASHINGTON, D.C. JOAN MCCALLEN, ELIZABETH GLISTA, AND RICHARD WHITTY ALSO SERVED AS OFFICERS OF THIS ENTITY. DURING 2014, DAVID MORA AND THOMAS LUNDY ALSO SERVED AS DIRECTORS ON THE BOARD OF THE VANTAGEPOINT FUNDS, AN INVESTMENT COMPANY IN WHICH CERTAIN OF THE RETIREMENT PLANS ADMINISTERED BY THE CORPORATION INVEST THEIR ASSETS. LIKEWISE, JOAN MCCALLEN, ELIZABETH GLISTA, GEORGE SUZICH, RICHARD WHITTY, KATHRYN MCGRATH, AND ANGELA MONTEZ SERVED AS OFFICERS OF THIS ENTITY. FORM 990, PART VI, SECTION A, LINE 7A CERTAIN ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS MAY BE REVIEWED OR APPROVED BY ANOTHER SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION, INTERNATIONAL CITY/COUNTY MANAGEMENT ASSOCIATION. DIRECTORS WHO HAVE BEEN SELECTED BY THE CORPORATION'S BOARD ARE ALSO SUBJECT TO APPOINTMENT BY THIS SECTION 501(C)(3) ORGANIZATION. IN ADDITION, ANY DECISION BY THE CORPORATION'S BOARD TO REMOVE A DIRECTOR OR AMEND ITS CHARTER WOULD BE SUBJECT TO CONCURRENCE OR APPROVAL BY THIS SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION. HOWEVER, THIS ORGANIZATION DOES NOT HAVE THE POWER TO REMOVE CORPORATION'S DIRECTORS AND DESIGNATE NEW DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B CERTAIN GOVERNANCE DECISIONS OF THE CORPORATION'S BOARD OF DIRECTORS MAY BE REVIEWED OR APPROVED BY ANOTHER SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION. SEE THE RESPONSE TO THE FORM 990, PART VI, SECTION A, LINE 7A, ABOVE. FORM 990, PART VI, SECTION B, LINE 11 THE CORPORATION'S ANNUAL FORM 990 UNDERGOES A NUMBER OF INTERNAL AND EXTERNAL REVIEWS BEFORE IT IS FILED WITH THE IRS. IT IS REVIEWED BY OUTSIDE TAX COUNSEL AND AN INDEPENDENT TAX ACCOUNTING FIRM. THE FORM IS ALSO EXAMINED BY SENIOR MANAGEMENT AND PROVIDED TO THE CORPORATION'S DIRECTORS BEFORE IT IS FILED. FORM 990, PART VI, SECTION B, LINE 12C THE CORPORATION'S BOARD OF DIRECTORS HAS ADOPTED A WRITTEN CONFLICT OF INTEREST POLICY THAT APPLIES TO ALL OF ITS DIRECTORS. IN ADDITION, THE BOARD OF DIRECTORS HAS ADOPTED, AND THE SENIOR MANAGEMENT HAS IMPLEMENTED, A SEPARATE WRITTEN CONFLICT OF INTEREST POLICY THAT APPLIES TO OFFICERS AND ALL CLASSES OF EMPLOYEES. THE CORPORATION'S CONFLICT OF INTEREST POLICIES DEFINE "CONFLICTS OF INTEREST" AND ESTABLISH REPORTING, REVIEW, AND DISCIPLINARY PROCEDURES. THE CORPORATION MONITORS COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICIES THROUGH DISCLOSURE, WHISTLEBLOWER, AND OTHER PERIODIC REPORTING PROCESSES DESIGNED TO IDENTIFY INVESTMENT OR BUSINESS TRANSACTIONS AND AFFILIATIONS THAT MAY BE SIGNIFICANT AND GIVE RISE TO CONFLICTS OF INTEREST. ALL DIRECTORS, OFFICERS, AND EMPLOYEES MUST ACKNOWLEDGE RECEIPT AND UNDERSTANDING OF THE RESPECTIVE CONFLICT OF INTEREST POLICIES EACH YEAR. IN ADDITION, DIRECTORS, OFFICERS, AND SENIOR MANAGERS (INCLUDING KEY EMPLOYEES) ARE REQUIRED TO REPORT ANY EMPLOYMENT, INVESTMENT, BUSINESS, OR FAMILY RELATIONSHIPS THAT MAY INVOLVE THE CORPORATION, ITS DIRECTORS, OFFICERS, AND EMPLOYEES, OR CERTAIN THIRD PARTIES THAT MAY HAVE MATERIAL BUSINESS OR FINANCIAL RELATIONSHIPS WITH THE CORPORATION, TO INCLUDE SIGNIFICANT VENDORS AND SERVICE PROVIDERS. THE CORPORATION AND ITS BOARD OF DIRECTORS HAVE ESTABLISHED PROCEDURES FOR REVIEWING AND ENFORCING MATTERS INVOLVING POTENTIAL OR ACTUAL CONFLICTS OF INTEREST IN ORDER TO PRECLUDE DIRECTORS, OFFICERS, OR EMPLOYEES (IN DECISION-MAKING CAPACITIES) FROM PARTICIPATING IN DELIBERATIONS OR DECISIONS IN WHICH CONFLICTS MAY BE FOUND TO EXIST. THE CORPORATION'S CONFLICT OF INTEREST POLICIES ARE ADMINISTERED BY THE COMPLIANCE AND LEGAL DEPARTMENTS, WITH DETERMINATIONS MADE AND EFFECTED BY THE CHIEF COMPLIANCE OFFICER, AND, WHEN APPROPRIATE, THE CHIEF EXECUTIVE OFFICER OR THE AUDIT AND OVERSIGHT COMMITTEE OF THE BOARD OF DIRECTORS. WHEN APPROPRIATE, THESE MATTERS ARE ALSO SUBJECT TO FINAL REVIEW AND DECISION BY THE BOARD OF DIRECTORS, WITH ANY POTENTIALLY CONFLICTED PARTIES BEING RECUSED. FORM 990, PART VI, SECTION B, LINE 15 THE 2014 COMPENSATION OF THE CORPORATION'S CEO AND OTHER SENIOR EXECUTIVES WAS REVIEWED AND APPROVED, IN ADVANCE, BY VOTE OF THE INDEPENDENT MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS. IN EVALUATING SUCH COMPENSATION, THE BOARD HAD THE BENEFIT OF RECOMMENDATIONS FROM ITS ADMINISTRATION AND COMPENSATION COMMITTEE, ALSO COMPRISED OF INDEPENDENT DIRECTORS. NO MEMBER OF THE BOARD OR THE COMMITTEE VOTING ON SUCH COMPENSATION HAD OR HAS A CONFLICT OF INTEREST IN RESPECT THERETO. AS PART OF THE REVIEW AND APPROVAL PROCESS, THE BOARD AND COMMITTEE OBTAINED FROM AN INDEPENDENT COMPENSATION CONSULTANT, AND RELIED ON, DATA ON MARKET COMPARABILITY COMPENSATION FOR COMPARABLE POSITIONS IN COMPARABLE ORGANIZATIONS, INCLUDING DATA OBTAINED FROM FORMS 990 OF OTHER TAX-EXEMPT ORGANIZATIONS, PUBLICLY-AVAILABLE FINANCIAL AND MARKET DATA ON RELEVANT PRIVATE SECTOR ENTITIES, AND COMPENSATION STUDIES COMPILED BY THIRD-PARTY COMPENSATION EXPERTS. BOARD AND COMMITTEE DELIBERATIONS AND DECISIONS ON SUCH COMPENSATION MATTERS WERE FULLY AND CONTEMPORANEOUSLY DOCUMENTED. DURING 2014, THIS REVIEW AND APPROVAL PROCESS WAS UNDERTAKEN FOR EACH OF THE FOLLOWING PERSONS AND POSITIONS: JOAN MCCALLEN (PRESIDENT, CHIEF EXECUTIVE OFFICER); ELIZABETH GLISTA (TREASURER, CHIEF FINANCIAL OFFICER); KATHRYN MCGRATH (SECRETARY, GENERAL COUNSEL); GREGORY DYSON (SENIOR VICE PRESIDENT); CHRISTOPHER MATZKE (SENIOR VICE PRESIDENT); WAYNE WICKER (SENIOR VICE PRESIDENT); DAVID BRAVERMAN (MANAGING VICE PRESIDENT); KAREN CHONG-WULFF (MANAGING VICE PRESIDENT); JULIE DELLINGER (MANAGING VICE PRESIDENT); JAMES ROHRBACHER (SENIOR VICE PRESIDENT); AND, KEITH SENDALL (SENIOR VICE PRESIDENT). THE CORPORATION ALSO CONDUCTS BIANNUAL INTERNAL STUDIES OF COMPENSATION AMOUNTS PROVIDED TO THE MEMBERS OF ITS BOARD OF DIRECTORS. THIS REVIEW PROCESS WAS UNDERTAKEN IN 2014 USING COMPARABILITY DATA GATHERED FROM RECENT FORMS 990 OF OTHER TAX-EXEMPT ORGANIZATIONS AND FROM PUBLICLY-DISCLOSED FINANCIAL AND MARKET INFORMATION ON RELEVANT PRIVATE SECTOR ENTITIES. (ALTHOUGH THEY ARE NOT PAID DIRECTOR FEES FOR THEIR SERVICES, MEMBERS OF THE BOARD OF DIRECTORS MAY RECOGNIZE TAXABLE INCOME WITH RESPECT TO PAYMENTS INTENDED TO DEFRAY OCCASIONAL TRAVEL COSTS OF COMPANION OR FAMILY MEMBERS ACCOMPANYING THEM TO BOARD MEETINGS, AND, WHEN APPROPRIATE, MAY INCLUDE OTHER SMALL TAXABLE AMOUNTS). FORM 990, PART VI, SECTION C, LINE 19 SENIOR MANAGEMENT OF THE CORPORATION HAS APPROVED AND IMPLEMENTED A PUBLIC DISCLOSURE POLICY WHICH SETS OUT PROCEDURES FOR MAKING ITS GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICIES, FINANCIAL DATA AND TAX DOCUMENTS AVAILABLE FOR INSPECTION UPON REQUEST BY THE GENERAL PUBLIC. FORM 990, PART XI, LINE 9: CHANGE IN UNRECOGNIZED NONQUALIFIED RETIREMENT PLAN COSTS -1,213,586. CHANGE IN AN INVESTMENT ACCOUNTED FOR USING THE EQUITY METHOD 21,383. 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