2012-11-13T08:52:52-06:00 2011-12-31 346565596 ERNST & YOUNG LLP 1101 NEW YORK AVENUE NW WASHINGTON DC 20005 990 2011-01-01 237268394 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION INTE 2029624600 777 NORTH CAPITOL STREET NE STE 600-TAX WASHINGTON DC 200024240 ELIZABETH GLISTA 2029624600 2012-11-13 1 HOWARD LEVENSON P00743571 2023276000 2011 2016-02-24 21:20:13Z JOAN MCCALLEN 777 NORTH CAPITOL STREET NE STE 600-TAX WASHINGTON DC 200024240 329707992 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 9 759 0 9149321 -1968118 0 0 152107164 161926911 13342173 14942017 440305 416811 165889642 177285739 1031047 939064 0 0 96590941 98908147 0 0 0 40192537 40087121 137814525 139934332 28075117 37351407 319307254 350237849 52107736 56161240 267199518 294076609 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 117259551 153194401 THE CORPORATION PROVIDED PLAN ADMINISTRATION, INVESTMENT MANAGEMENT, AND RETIREMENT PLANNING AND INVESTMENT EDUCATION SERVICES TO 4,826 STATE AND LOCAL GOVERNMENT EMPLOYERS THAT OFFER 8,934 RETIREMENT PLANS HOLDING 1,030,520 PUBLIC SECTOR EMPLOYEE RETIREMENT ACCOUNTS. 117259551 1 0 0 1 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 0 0 0 0 0 1 1 1 0 0 0 1 X 113 0 1 759 1 1 1 1 AS AU BE BD CA EZ DA FI FR GM HK HU EI IT JA LU MX NL NZ NO RP PO SN SF SP SW SZ TH UK 0 0 0 0 0 0 0 0 X 10 9 1 0 0 0 0 0 1 1 1 0 0 1 1 1 1 1 1 1 1 0 AZ CA DE GA ID NM NH NC IN OH OK X ELIZABETH GLISTA TREASURER 2029624600 777 NORTH CAPITOL STREET NE STE WASHINGTON DC 20002 JOAN MCCALLEN 40.00 X X 2681310 0 34390 ERIC ANDERSON 2.00 X 4488 0 0 JACQUELINE CHARNLEY 2.00 X 830 0 0 SCOTT KISTING 2.00 X 2355 0 0 THOMAS LUNDY 2.00 X 8241 0 0 ERIC MCKISSACK 2.00 X 1750 0 0 PEGGY MERRISS 2.00 X 0 0 0 DAVID MORA 2.00 X 6641 0 0 ROBERT O'NEILL 2.00 X 4136 0 0 ROBERT VIVIAN 2.00 X 6320 0 0 ELIZABETH GLISTA 40.00 X 642366 0 151993 JOHN BENNETT 40.00 X 346423 0 43770 GEORGE SUZICH 40.00 X 280838 0 51757 BARBARA STOTLER 40.00 X 156009 0 40673 KATHRYN MCGRATH 40.00 X 1144007 0 34932 ANGELA MONTEZ 40.00 X 440031 0 25973 GREGORY DYSON 40.00 X 679509 0 233577 CHRISTOPHER MATZKE 40.00 X 795542 0 147322 WAYNE WICKER 40.00 X 1395916 0 289592 KAREN CHONG-WULFF 40.00 X 583886 0 49640 JULIE DELLINGER 40.00 X 647240 0 49320 KRISTINE HEURICH 40.00 X 485707 0 157513 JAMES ROHRBACHER 40.00 X 477909 0 230453 KEITH SENDALL 40.00 X 756689 0 156783 11548143 0 1697688 235 0 1 0 MICROSOFT LICENSING GP 6100 NEIL ROAD RENO NV 89511 INFORMATION SYSTEMS 451049 ERNST & YOUNG US LLP 200 PLAZA DRIVE SECAUCUS NJ 07094 TAX AND CONSULTING 194031 DAVIS & HARMAN LLP 1455 PENNSYLVANIA AVENUE NW STE WASHINGTON DC 20004 LEGAL SERVICES 163834 SB & COMPANY LLC 200 INTERNATIONAL CIRCLE STE 5500 HUNT VALLEY MD 21030 INDEPENDENT AUDIT 160775 MAYER BROWN LLP 230 SOUTH LASALLE STREET CHICAGO IL 60604 LEGAL SERVICES 159874 10 RETIREMENT PLANS/TRUST 523920 153194401 153194401 RETIREMENT ACCOUNTS 523920 8703637 8703637 INVESTMENT ACCOUNTS 523920 28873 28873 161926911 7615377 7615377 159748893 152422253 7326640 7326640 7326640 TELEPHONE SERVICES 561700 292000 292000 ACCOUNTING SERVICES 541200 120000 120000 4811 4811 416811 177285739 153194401 9149321 14942017 939064 939064 9650691 7100234 2550457 70243955 58026001 12217954 6177952 5491466 686486 8424413 6857554 1566859 4411136 3632390 778746 892139 492372 399767 855152 568714 286438 1500 1500 169072 169072 472914 472914 2008251 1787343 220908 4906588 4366863 539725 367693 367693 4765397 4241203 524194 3002261 2901197 101064 1448667 1069728 378939 20894 20894 4143111 3687369 455742 1453626 780597 673029 PLAN MAILING/POSTAGE 5737993 5266112 471881 PLAN PRINTING/PUBLISHNG 2764261 2764261 PROFESSIONAL SUBSCRPTNS 1474312 1030020 444292 THIRD-PARTY PLAN ADMIN. 1243192 1243192 4360098 3981798 378300 139934332 117259551 22674781 0 29077921 39154369 21141242 21034302 2456953 2221869 66695863 60871871 6072023 5823992 169928004 206899256 87571458 72258531 3059653 2845530 319307254 350237849 42104807 43462671 10002929 12698569 52107736 56161240 X 267199518 294076609 267199518 294076609 319307254 350237849 X 37351407 -10474316 X 0 1 1 X 0 X 128509558 124270556 121504041 145006489 153194401 672485045 128509558 124270556 121504041 145006489 153194401 672485045 0 3329944 2831027 2218845 2615872 3134003 14129691 3329944 2831027 2218845 2615872 3134003 14129691 658355354 11775726 10595997 7298092 6655712 7615377 43940904 11775726 10595997 7298092 6655712 7615377 43940904 140285284 134866553 128802133 151662201 160809778 716425949 0.91890 0.91320 0.06130 0.06830 X 9716 9716 139924616 139934332 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 76184 69826 13537 9716 169263 250000 250000 250000 250000 1000000 1500000 76184 69826 146010 3146542 2984074 162468 25063055 22205060 2857995 38486266 35682737 2803529 5823992 VANGUARD VFSUX (1,832,156 SH) 19494143 F VANGUARD VINIX (236,489 SH) 27205684 F VANGUARD VLISX (214,455 SH) 25558704 F 72258531 RETIREMENT BENEFIT OBLIGATION, NONCURRENT 10432817 OBLIGATIONS UNDER CAPITAL LEASES, NONCURRENT 259422 OTHER LIABILITIES 2006330 12698569 177285739 139934332 37351407 -8885117 -1589199 -10474316 26877091 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: 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 FINANCIAL STATEMENTS. ACCORDINGLY, NO ADJUSTMENTS FOR UNRECOGNIZED TAX BENEFITS OR RELATED INTEREST OR PENALTIES WERE REQUIRED AS OF DECEMBER 31, 2011. 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, 2011, REMAINS SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAXING AUTHORITIES, ALTHOUGH CERTAIN STATE TAXING AUTHORITIES MAY LENGTHEN THIS PERIOD TO FIVE YEARS. PART XI, LINE 8 - OTHER ADJUSTMENTS: ANNUAL INCREASE IN UNRECOGNIZED DEFERRED RETIREMENT BENEFIT COSTS -1,589,199. EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENTS 388000 0 0 0 0 0 0 388000 0 388000 0 0 0 0 0 0 METHOD USED TO ACCCOUNT FOR EXPENDITURES: SCHEDULE F, PART I, LINE 3: DURING THE YEAR, THE CORPORATION ACQUIRED AND SOLD SEVERAL ITALIAN GOVERNMENT BONDS HELD IN A FINANCIAL ACCOUNT IN BELGIUM. THE MAXIMUM AGGREGATE BOOK VALUE OF THE INVESTMENT WAS $825,000 AND ITS YEAR-END VALUE WAS $388,000. 1 CENTER FOR STATE AND LOCAL GOVERNMENT EXCELLENCE INC 777 NORTH CAPITOL STREET NE 5TH FLOOR WASHINGTON DC 20002 262661207 501(C)(3) 929064 GRANT FOR PUBLIC RESEARCH INTO STATE AND LOCAL GOVERNMENT RETIREMENT COMPENSATION AND BENEFITS ICMA-RC VANTAGEPOINT PUBLIC EMPLOYEE MEMORIAL SCHOLARSHIP FUND 777 NORTH CAPITOL STREET NE STE 600 600 WASHINGTON DC 20002 522281478 501(C)(3) 10000 SCHOLARSHIPS FOR DEPENDENTS OF PUBLIC SECTOR EMPLOYEES WHO DIE IN THE LINE OF DUTY 2 0 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, 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 647360 0 1545917 0 488033 0 24500 0 9890 0 2715700 0 201400 0 ELIZABETH GLISTA 267513 0 360885 0 13968 0 126874 0 25119 0 794359 0 0 0 JOHN BENNETT 189034 0 139607 0 17782 0 24500 0 19270 0 390193 0 0 0 GEORGE SUZICH 169818 0 110069 0 951 0 24267 0 27490 0 332595 0 0 0 BARBARA STOTLER 114164 0 41499 0 346 0 16059 0 24614 0 196682 0 0 0 KATHRYN MCGRATH 396341 0 552167 0 195499 0 24500 0 10432 0 1178939 0 0 0 ANGELA MONTEZ 229616 0 193140 0 17275 0 24500 0 1473 0 466004 0 0 0 GREGORY DYSON 258365 0 419952 0 1192 0 206430 0 27147 0 913086 0 0 0 CHRISTOPHER MATZKE 278209 0 516753 0 580 0 122996 0 24326 0 942864 0 0 0 WAYNE WICKER 407709 0 969984 0 18223 0 261049 0 28543 0 1685508 0 0 0 KAREN CHONG-WULFF 256370 0 326348 0 1168 0 24500 0 25140 0 633526 0 0 0 JULIE DELLINGER 251258 0 377732 0 18250 0 24500 0 24820 0 696560 0 0 0 KRISTINE HEURICH 206046 0 261893 0 17768 0 148561 0 8952 0 643220 0 0 0 JAMES ROHRBACHER 210270 0 250078 0 17561 0 214504 0 15949 0 708362 0 0 0 KEITH SENDALL 260787 0 478162 0 17740 0 145976 0 10807 0 913472 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. 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. 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 2011 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 ARE 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 2011 INCLUDED THE FOLLOWING: ELIZABETH GLISTA, GREGORY DYSON, CHRISTOPHER MATZKE, WAYNE WICKER, KRISTINE HEURICH, JAMES ROHRBACHER, AND KEITH SENDALL. AMOUNTS REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN C FOR EACH PARTICIPANT IN THIS PLAN 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. 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. THE COMPENSATION TOTAL REPORTED IN FORM 990, SCHEDULE J, PART II, COLUMN B(III) INCLUDES $256,000 REPRESENTING A VESTED CREDIT TOWARDS ANY SUCH FUTURE RETIREMENT PAYMENTS. THIS COLUMN ALSO INCLUDES A PAYMENT OF $227,000 PAID UNDER A SEPARATE SECTION 457(F) PLAN, OF WHICH $201,000 HAD PREVIOUSLY BEEN REPORTED ON PRIOR FORMS 990. THE CORPORATION REPORTED THESE AMOUNTS AS TAXABLE INCOME TO THE PRESIDENT AND CEO IN 2011 UNDER THE REQUIREMENTS OF SECTIONS 61 AND 457(F) OF THE INTERNAL REVENUE CODE. THE SECRETARY AND GENERAL COUNSEL, KATHRYN MCGRATH, HAS ALSO 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 $192,000 REPRESENTING A VESTED CREDIT TOWARDS ANY SUCH FUTURE RETIREMENT PAYMENTS. THE CORPORATION REPORTED THESE AMOUNTS AS TAXABLE INCOME TO THE SECRETARY AND GENERAL COUNSEL IN 2011 UNDER THE REQUIREMENTS OF SECTIONS 61 AND 457(F) OF THE INTERNAL REVENUE CODE. 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 2011. FORM 990, PART VI, SECTION A, LINE 2 DURING 2011, 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 JOHN BENNETT ALSO SERVED AS OFFICERS OF THIS ENTITY. DURING 2011, DAVID MORA AND ROBERT O'NEILL 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, JOHN BENNETT, KATHRYN MCGRATH, AND ANGELA MONTEZ SERVED AS OFFICERS OF THIS ENTITY. FORM 990, PART VI, SECTION A, LINE 7B 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. 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 2011 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, WHICH SEPARATELY REVIEWED AND APPROVED THE COMPENSATION. 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 COMPARABLE COMPENSATION FOR SIMILAR POSITIONS AT SIMILARLY-SITUATED 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 2011, 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); KAREN CHONG-WULFF (MANAGING VICE PRESIDENT); JULIE DELLINGER (MANAGING VICE PRESIDENT); KRISTINE HEURICH (SENIOR 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 2010 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. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -8,885,117. ANNUAL INCREASE IN UNRECOGNIZED DEFERRED RETIREMENT BENEFIT COSTS -1,589,199. TOTAL TO FORM 990, PART XI, LINE 5: -10,474,316. FORM 990, PART V, LINE 4B, LIST OF FOREIGN COUNTRIES, ADDITIONAL DISCLOSURE THE CORPORATION ENGAGED JPMORGAN CHASE BANK TO SERVE AS A THIRD-PARTY CUSTODIAN OF ITS INVESTMENTS. THE CUSTODIAN INCLUDED THE CORPORATION IN ITS GLOBAL CUSTODY NETWORK AND ESTABLISHED FINANCIAL ACCOUNTS IN THE 29 COUNTRIES LISTED ABOVE. DURING THE YEAR, THE CORPORATION ACQUIRED AND SOLD SEVERAL ITALIAN GOVERNMENT BONDS HELD IN A FINANCIAL ACCOUNT IN BELGIUM. THE MAXIMUM AGGREGATE BOOK VALUE OF THE INVESTMENT WAS $825,000 AND ITS YEAR-END VALUE WAS $388,000. OTHERWISE, THE CORPORATION HAD NO FINANCIAL ACTIVITY OR INVESTMENT HOLDINGS IN THE OTHER 28 COUNTRIES LISTED ABOVE. ICMA-RC SERVICES LLC 777 NORTH CAPITOL STREET NE STE 600 WASHINGTON DC 20002 522138303 SEC-REGST'D BROKER-DEALER: DISTRIBUTES MUTUAL FUND & RETRMT TRUST INTERESTS DE 11752791 3663456 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION VANTAGEPOINT TRANSFER AGENTS LLC 777 NORTH CAPITOL STREET NE STE 600 WASHINGTON DC 20002 522138305 SEC-REGST'D TRANSFER AGENT: SERVICES RETIREMENT TRUST & MUTUAL FUND ASSETS DE 124649889 0 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION VANTAGEPOINT INVESTMENT ADVISERS LLC 777 NORTH CAPITOL STREET NE STE 600 WASHINGTON DC 20002 522138307 SEC-REGST'D ADVISER: MANAGES MUTUAL FUND ASSETS HELD BY RETIREMENT TRUST DE 17681479 0 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION VANTAGETRUST COMPANY 777 NORTH CAPITOL STREET NE STE 600 WASHINGTON DC 20002 522325093 STATE-REGULATED TRUST COMPANY: MANAGES RETRMT PLAN ASSETS NH INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION C 83781602 1475124 1.00000 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 VANTAGETRUST COMPANY K 83778888 COMPARABLE MARKET SERVICE PRICE