2011-11-14T08:16:33-06:00 2010-12-31 ERNST & YOUNG LLP 1101 NEW YORK AVENUE NW WASHINGTON DC 20005 990 2010-01-01 237268394 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION INTE 2029624600 777 NORTH CAPITOL STREET NE STE 600-TAX WASHINGTON DC 200024240 ELIZABETH GLISTA 2029624600 2011-11-11 1 HOWARD LEVENSON 2023276000 2010 2016-03-07 17:11:31Z JOAN MCCALLEN 777 NORTH CAPITOL STREET NE STE 600-TAX WASHINGTON DC 200024240 328315592 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 RECORDKEEPING, ASSET MANAGEMENT, RETIREMENT PLANNING, AND INVESTMENT EDUCATION SERVICES. 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 9 726 0 7540980 -3363051 0 0 127106837 152107164 7997969 13342173 415410 440305 135520216 165889642 630150 1031047 0 0 98036560 96590941 0 0 0 41626878 40192537 140293588 137814525 -4773372 28075117 287733800 319307254 54129710 52107736 233604090 267199518 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 116361633 145006489 THE CORPORATION PROVIDED ITS PLAN ADMINISTRATION, INVESTMENT MANAGEMENT, RETIREMENT PLANNING, AND INVESTMENT EDUCATION SERVICES TO STATE AND LOCAL GOVERNMENT RETIREMENT AND DEFERRED COMPENSATION PROGRAMS SERVING 4,883 STATE AND LOCAL GOVERNMENT EMPLOYERS THAT OFFER, IN TOTAL, 9,066 RETIREMENT PLANS COVERING 928,688 PUBLIC SECTOR RETIREMENT ACCOUNTS. 116361633 1 0 0 1 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 1 726 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 0 0 0 0 0 0 1 1 1 0 0 1 1 1 1 1 0 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 2851940 0 34846 ERIC ANDERSON 2.00 X 2074 0 0 JACQUELINE CHARNLEY 2.00 X 0 0 0 COLLETTE CHILTON 2.00 X 0 0 0 SCOTT KISTING 2.00 X 380 0 0 THOMAS LUNDY 2.00 X 6237 0 0 ERIC MCKISSACK 2.00 X 0 0 0 DAVID MORA 2.00 X 4632 0 0 ROBERT O'NEILL 2.00 X 4139 0 0 ALISON RUDOLF 2.00 X 1885 0 0 ELIZABETH GLISTA 40.00 X 587310 0 112090 JOHN BENNETT 40.00 X 360051 0 42204 GEORGE SUZICH 40.00 X 278036 0 45892 BARBARA STOTLER 40.00 X 147427 0 37912 KATHRYN MCGRATH 40.00 X 1291843 0 35607 ANGELA MONTEZ 40.00 X 441515 0 26383 GREGORY DYSON 40.00 X 695401 0 152847 CHRISTOPHER MATZKE 40.00 X 770208 0 101963 WAYNE WICKER 40.00 X 1483274 0 212828 KAREN CHONG-WULFF 40.00 X 632868 0 48599 JULIE DELLINGER 40.00 X 659809 0 48276 KRISTINE HEURICH 40.00 X 513638 0 132107 JAMES ROHRBACHER 40.00 X 495857 0 160437 KEITH SENDALL 40.00 X 825003 0 110586 12053527 0 1302577 226 0 1 0 MICROSOFT LICENSING GP 6100 NEIL ROAD RENO NV 89511 INFORMATION SYSTEMS 367707 DAVIS & HARMAN LLP 1455 PENNSYLVANIA AVENUE NW STE WASHINGTON DC 20004 LEGAL SERVICES 256865 SB & COMPANY LLC 200 INTERNATIONAL CIRCLE STE 5500 HUNT VALLEY MD 21030 INDEPENDENT AUDIT 226778 MAYER BROWN LLP 230 SOUTH LASALLE STREET CHICAGO IL 60604 LEGAL SERVICES 151357 ERNST & YOUNG US LLP 200 PLAZA DRIVE SECAUCUS NJ 07094 TAX AND ASSURANCE 137723 8 RETIREMENT PLANS/TRUST 523920 145006489 145006489 RETIREMENT ACCOUNTS 523920 7075725 7075725 INVESTMENT ACCOUNTS 523920 24950 24950 152107164 6655712 6655712 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26648712 F VANGUARD VITSX (797,064 SH) 25163305 F 87571458 DEFERRED COMPENSATION 7567067 DEFERRED LIABILITIES 472967 DEFERRED RETIREMENT BENEFITS 1452335 OBLIGATIONS UNDER CAPITAL LEASES 510560 10002929 165889642 137814525 28075117 5856192 -335881 5520311 33595428 165879374 0 165879374 10268 10268 165889642 137804257 0 137804257 10268 10268 137814525 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: IN 2009, ICMA-RC ADOPTED FASB ASC TOPIC 740, INCOME TAXES, WHICH ESTABLISHES GUIDELINES FOR RECOGNIZING, MEASURING AND DISCLOSING TAX RETURN POSITIONS IN FINANCIAL STATEMENTS. MANAGEMENT HAS EVALUATED THE TAX POSITIONS OF ICMA-RC AND DETERMINED THAT THE APPLICATION OF FASB ASC TOPIC 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, 2010 AND 2009. IF APPLICABLE, ICMA-RC 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, 2010 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 -335,881. PART XII, LINE 4B - OTHER ADJUSTMENTS: GAIN ON DISPOSAL OF PROPERTY, PLANT, AND EQUIPMENT 10,268. PART XIII, LINE 4B - OTHER ADJUSTMENTS: GAIN ON DISPOSAL OF PROPERTY, PLANT, AND EQUIPMENT 10,268. EAST ASIA AND THE PACIFIC INVESTMENTS 0 0 0 0 0 0 0 0 0 0 0 0 0 METHOD USED TO ACCCOUNT FOR EXPENDITURES: SCHEDULE F, PART I, LINE 3: DURING THE YEAR, THE CORPORATION SOLD NEW ZEALAND GOVERNMENT BONDS, ITS SOLE INTERNATIONAL INVESTMENT, FOR $772,698. 1 CENTER FOR STATE AND LOCAL GOVERNMENT EXCELLENCE INC 777 NORTH CAPITOL STREET NE 5TH FLOOR WASHINGTON DC 20002 262661207 501(C)(3) 1016047 GRANT FOR PUBLIC RESEARCH INTO STATE AND LOCAL GOVT. RETIREMENT COMPENSATION AND BENEFITS ROBERT TOIGO FOUNDATION 180 GRAND AVENUE OAKLAND CA 94612 133565420 501(C)(3) 10000 CONTRIBUTION TO SUPPORT A DIVERSITY LEADERSHIP PROGRAM AMERICAN RED CROSS 2025 EAST STREET NW WASHINGTON DC 20006 530196605 501(C)(3) 5000 CONTRIBUTION FOR HAITI DISASTER RELIEF 3 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 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 DISSEMINATED. THE CORPORATION WILL ALSO MONITOR THE ACTIVITIES OF THIS ORGANIZATION BY MAINTAINING REPRESENTATION ON ITS BOARD OF DIRECTORS. X X 1 1 X X X X X X 0 1 0 0 0 0 0 1 0 JOAN MCCALLEN 647172 0 1698667 0 506101 0 24500 0 10346 0 2886786 0 96243 0 ELIZABETH GLISTA 253277 0 320000 0 14033 0 90441 0 21649 0 699400 0 0 0 JOHN BENNETT 186112 0 155743 0 18196 0 24500 0 17704 0 402255 0 0 0 GEORGE SUZICH 162179 0 115163 0 694 0 24500 0 21392 0 323928 0 0 0 BARBARA STOTLER 110718 0 36325 0 384 0 15180 0 22732 0 185339 0 0 0 KATHRYN MCGRATH 395871 0 598667 0 297305 0 24500 0 11107 0 1327450 0 0 0 ANGELA MONTEZ 222655 0 202000 0 16860 0 24500 0 1883 0 467898 0 0 0 GREGORY DYSON 258462 0 434507 0 2432 0 126428 0 26419 0 848248 0 0 0 CHRISTOPHER MATZKE 278429 0 489560 0 2219 0 78457 0 23506 0 872171 0 0 0 WAYNE WICKER 407932 0 1055704 0 19638 0 184743 0 28085 0 1696102 0 0 0 KAREN CHONG-WULFF 238804 0 348315 0 45749 0 24500 0 24099 0 681467 0 26626 0 JULIE DELLINGER 249468 0 391969 0 18372 0 24500 0 23776 0 708085 0 0 0 KRISTINE HEURICH 206636 0 288213 0 18789 0 124034 0 8073 0 645745 0 0 0 JAMES ROHRBACHER 210061 0 267220 0 18576 0 143982 0 16455 0 656294 0 0 0 KEITH SENDALL 262202 0 543733 0 19068 0 100923 0 9663 0 935589 0 0 0 PART I, LINE 1A FIRST-CLASS TRAVEL: THE CORPORATION'S TRAVEL GUIDELINES PROVIDE DIRECTORS THE OPTION OF FIRST-CLASS TRAVEL IN LIMITED CIRCUMSTANCES, INCLUDING LATE NIGHT OR LONG TRAVEL TIMES. THIS ALTERNATIVE IS PERMITTED WHEN BUSINESS CLASS TRAVEL MAY NOT BE AVAILABLE. WHILE ATTENDING BOARD MEETINGS IN 2010, THREE OF TEN DIRECTORS USED THIS OPTION. TRAVEL FOR COMPANIONS: IN CONSIDERATION OF THE PERSONAL AND FAMILY OBLIGATIONS OF ITS DIRECTORS, WHO ARE NOT PAID DIRECTOR FEES FOR THEIR SERVICES, THE CORPORATION'S TRAVEL GUIDELINES PROVIDE ASSISTANCE IN DEFRAYING THE COSTS OF COMPANION OR FAMILY MEMBER TRAVEL WHEN THEY ACCOMPANY DIRECTORS TO BOARD MEETINGS. IN 2010, SIX OF TEN DIRECTORS RECEIVED PAYMENTS UNDER THIS POLICY, ALL OF WHICH HAVE BEEN REPORTED AS TAXABLE INCOME TO THE DIRECTORS. PART I, LINE 4A 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. THE BOARD PERIODICALLY REVIEWED COMPARABILITY DATA THEREAFTER, THROUGH 2010, AS THE RIGHTS OF ITS PARTICIPANTS ACCRUED OR VESTED UNDER THE PLAN, AND AFTER EACH SUCH REVIEW HAS DETERMINED THAT THE AMOUNTS ACCRUED OR PAID UNDER THE PLAN ARE REASONABLE AS PART OF THE INDIVIDUAL PARTICIPANTS' OVERALL COMPENSATION PACKAGES. 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 IN THIS PLAN AND EARNED UNVESTED CREDIT TOWARD RETIREMENT BENEFITS UNDER THIS PLAN DURING 2010 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 $388,000 REPRESENTING A VESTED CREDIT TOWARDS ANY SUCH FUTURE RETIREMENT PAYMENTS. THIS COLUMN ALSO INCLUDES A PAYMENT OF $112,000 PAID UNDER A SEPARATE SECTION 457(F) PLAN, OF WHICH $96,000 HAS ALREADY BEEN REPORTED ON THE PRIOR FORMS 990. THE CORPORATION REPORTED THESE AMOUNTS AS TAXABLE INCOME TO THE PRESIDENT AND CEO IN 2010 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 $239,000 REPRESENTING A VESTED CREDIT TOWARDS ANY SUCH FUTURE RETIREMENT PAYMENTS, ALONG WITH A PAYMENT OF $54,000 UNDER THIS PLAN. THE CORPORATION REPORTED THESE AMOUNTS AS TAXABLE INCOME TO THE SECRETARY AND GENERAL COUNSEL IN 2010 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 2010. 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 AN INDEPENDENT TAX ACCOUNTING FIRM AND COUNSEL. 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, SENIOR MANAGEMENT OF THE CORPORATION HAS ALSO ADOPTED AND IMPLEMENTED A SEPARATE WRITTEN CONFLICT OF INTEREST POLICY THAT APPLIES TO OFFICERS AND ALL OTHER EMPLOYEES. THE CORPORATION'S CONFLICT OF INTEREST POLICIES DEFINE "CONFLICTS OF INTEREST," SPECIFY THE CLASSES OF COVERED INDIVIDUALS, AND ESTABLISH REPORTING, REVIEW, AND DISCIPLINARY PROCEDURES. BOTH POLICIES ARE REVIEWED BY THE BOARD OF DIRECTORS ON AN ANNUAL BASIS. THE CORPORATION MONITORS COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICIES THROUGH DISCLOSURE, WHISTLEBLOWER, AND OTHER PERIODIC REPORTING PROCESSES DESIGNED TO SOLICIT AND IDENTIFY INVESTMENT AND BUSINESS TRANSACTIONS OR AFFILIATIONS THAT MAY BE SIGNIFICANT AND GIVE RISE TO CONFLICTS OF INTEREST. ALL OFFICERS, DIRECTORS, AND EMPLOYEES MUST COMPLETE WRITTEN ACKNOWLEDGEMENTS OF THE RESPECTIVE CONFLICT OF INTEREST POLICIES EACH YEAR. IN ADDITION, THE OFFICERS, DIRECTORS, AND SENIOR MANAGERS (INCLUDING KEY EMPLOYEES) ARE REQUIRED TO REPORT ANY EMPLOYMENT, INVESTMENT, BUSINESS, OR FAMILY RELATIONSHIPS THAT MAY INVOLVE THE CORPORATION, OTHER EMPLOYEES, OR CERTAIN THIRD PARTIES THAT MAY HAVE MATERIAL BUSINESS OR FINANCIAL RELATIONSHIPS WITH THE CORPORATION, INCLUDING 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 OFFICERS, DIRECTORS, OR EMPLOYEES (IN A DECISION-MAKING CAPACITY) 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 EXECUTIVE OFFICER OR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. 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 2010 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, FINANCIAL AND MARKET DATA ON RELEVANT PRIVATE SECTOR ENTITIES OBTAINED FROM PUBLIC SOURCES, AND COMPENSATION STUDIES CONDUCTED BY OTHER INDEPENDENT THIRD-PARTY COMPENSATION CONSULTANTS. BOARD AND COMMITTEE DELIBERATIONS AND DECISIONS ON SUCH COMPENSATION MATTERS WERE FULLY AND CONTEMPORANEOUSLY DOCUMENTED. DURING 2010, 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 (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 OF RELEVANT PRIVATE SECTOR ENTITIES. (ALTHOUGH THEY ARE NOT PAID DIRECTOR FEES FOR THEIR SERVICES, MEMBERS OF THE BOARD OF DIRECTORS RECEIVE TAXABLE COMPENSATION PAYMENTS INTENDED TO DEFRAY OCCASIONAL TRAVEL COSTS OF COMPANION OR FAMILY MEMBERS ACCOMPANYING DIRECTORS TO BOARD MEETINGS). 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 GAINS ON INVESTMENTS: 5,856,192. ANNUAL INCREASE IN UNRECOGNIZED DEFERRED RETIREMENT BENEFIT COSTS -335,881. TOTAL TO FORM 990, PART XI, LINE 5: 5,520,311. 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 SOLD NEW ZEALAND GOVERNMENT BONDS, ITS SOLE INTERNATIONAL INVESTMENT, FOR $772,698. OTHERWISE, THE CORPORATION HAD NO FINANCIAL ACTIVITY OR INVESTMENT HOLDINGS IN THE OTHER 28 COUNTRIES LISTED ABOVE. FORM 990, PART VI, LINE 14, DOCUMENT RETENTION AND DESTRUCTION POLICY SENIOR MANAGEMENT OF THE CORPORATION HAS APPROVED AND IMPLEMENTED A WRITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY. THIS POLICY WILL BE REVIEWED AND ADOPTED BY THE CORPORATION'S BOARD (OR A COMMITTEE THEREOF) DURING 2011. 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