2018-11-13T14:22:36-06:00 2017-12-31 BDO USA LLP 100 PARK AVENUE NEW YORK NY 100175001 990 2017-01-01 131854667 International Council of Shopping CENTERS INC % STEFAN FREIBERG INTE 6467283607 1221 Avenue of the Americas New York NY 10020 STEFAN FREIBERG CFO 6467283607 2018-11-09 true Angelo Pirozzi P00446022 2128858000 2018-11-09 64.238.131.34 26308920183175000053 2018-11-13 P 6992189CF03A7AD37993FF8911E1E4AE45B8D245 9C79E9A9669F6ACE2C319A1C04A34C88558E1FDA 2017 2019-02-21 02:37:17Z STEFAN FREIBERG 1221 Avenue of the Americas New York NY 10020 113483456 false X WWW.ICSC.ORG X 1957 IL PROMOTE AND IMPROVE THE CONDITIONS OF THE SHOPPING CENTER INDUSTRY THROUGH PROFESSIONAL EDUCATION, CONFERENCES, PUBLICATIONS, RESEARCH AND LEGISLATIVE ACTION 55 55 189 736 2928508 -832359 0 0 76645249 78108957 3495715 3259018 295719 487570 80436683 81855545 130000 920206 0 0 32182220 29421430 0 0 0 42361691 48922879 74673911 79264515 5762772 2591030 132505023 148139824 55473781 61428676 77031242 86711148 X THE PURPOSE OF ICSC IS TO SERVE ITS MEMBERS BY OFFERING AND DELIVERING PROGRAMS AND SERVICES AND ADVOCATING FOR AND PROMOTING THE SHOPPING CENTER INDUSTRY WITH THE GENERAL PUBLIC AND RELEVANT GOVERNMENTAL BODIES. THE COUNCIL SHALL ALSO HAVE SUCH POWERS TO DO EVERYTHING NECESSARY, SUITABLE OR PROPER, AT ANY TIME OR PLACE, FOR THE ACCOMPLISHMENT OF ANY OF THE PURPOSES ENUMERATED OR EXPEDIENT TO THE INTEREST OR BENEFIT OF THE COUNCIL AND THE MEMBERS. false false ANNUAL CONVENTIONS PROVIDES A FORUM FOR MEMBERS OF THE INDUSTRY TO COME TOGETHER FROM VARIOUS PARTS OF THE WORLD AND ATTEND FORMAL INSTRUCTIONAL SESSIONS, HEAR REPORTS AND TALKS BY EXPERTS ON VARIOUS PHASES OF INDUSTRY OPERATIONS AND TRENDS, ATTEND PANEL DISCUSSIONS, EXCHANGE IDEAS AND EXPERIENCES WITH ASSOCIATES FROM AREAS DISTANT FROM THEIR OWN AND OBSERVE THE EQUIPMENT AND SERVICES AVAILABLE FOR IMPROVED CONSTRUCTION, OPERATION, MANAGEMENT AND MAINTENANCE OF SHOPPING CENTERS. LEASING MALL AND DEAL MAKING PROVIDES A FORUM FOR SHOPPING CENTER OWNER AND RETAILERS TO COME TOGETHER FROM VARIOUS PARTS OF THE UNITED STATES TO DISCUSS SHOPPING CENTER LEASES IN EXISTING SHOPPING CENTERS OR SHOPPING CENTERS UNDER DEVELOPMENT OR CONSIDERATION FOR DEVELOPMENT. LEASING MALL AND DEAL MAKING MAY ALSO PROVIDE AN OPPORTUNITY FOR MEMBERS TO ATTEND FORMAL INSTRUCTIONAL SESSIONS AND TALKS BY EXPERTS ON VARIOUS PHASES OF INDUSTRY OPERATIONS AND TRENDS, ATTEND PANEL DISCUSSIONS, EXCHANGE IDEAS AND EXPERIENCES WITH ASSOCIATES FROM AREAS DISTANT AND FROM THEIR OWN. MEETINGS AND CONFERENCES AND LOCAL PROGRAMS PROVIDE AN OPPORTUNITY FOR LOCAL MEMBERS AND ASSOCIATES TO ATTEND INSTRUCTIONAL LECTURES AND EXCHANGE IDEAS ON SITE SELECTION, CONSTRUCTION, FINANCING, INSURANCE, PROMOTIONS, LEGAL QUESTIONS AND OTHER PHASES OF DEVELOPING, OPERATING AND MAINTAINING SHOPPING CENTERS, ALSO PROVIDE BUSINESS OPPORTUNITIES TO MAKE DEALS WITHIN THE SHOPPING CENTER INDUSTRY. false false false true false false false false false true false false false true true false true false true true false false false false false false true false true false false false false false true false false false false true true true true false true X 226 0 true 189 true true true true CA EZ MX UK false false false false X 55 55 true false true false true true false true true false true true false true true true true true true true false CA X STEFAN FREIBERG 6467283607 1221 AVENUE OF THE AMERICAS New York NY 10020 X Kenneth Bernstein Chairman 1.0 0.0 X X 0 0 0 Valerie Richardson Vice Chairman 1.0 1.0 X X 0 0 0 Mohammad Alawi Board Member 1.0 0.0 X 0 0 0 Peter Ballon Board Member 1.0 0.0 X 0 0 0 Jeffrey Bayer Board Member 1.0 0.0 X 0 0 0 Patricia Blasi Board Member 1.0 1.0 X 0 0 0 Andrew Brien Board Member 1.0 0.0 X 0 0 0 Scott Carr Board Member 1.0 0.0 X 0 0 0 Michael Carroll Board Member 1.0 0.0 X 0 0 0 Karen B Case THRU 517 Board Member 1.0 0.0 X 0 0 0 Alfredo J Cohen THRU 517 Board Member 1.0 0.0 X 0 0 0 Richard Coppola Board Member 1.0 0.0 X 0 0 0 Joseph Coradino Board Member 1.0 0.0 X 0 0 0 Vincent Corno Board Member 1.0 0.0 X 0 0 0 John Dolson Board Member 1.0 0.0 X 0 0 0 George Drummey AS OF 517 Board Member 1.0 0.0 X 0 0 0 Kim Ellis Board Member 1.0 0.0 X 0 0 0 Karen Flavelle THRU 517 Board Member 1.0 0.0 X 0 0 0 Thomas FleXner Board Member 1.0 0.0 X 0 0 0 Conor Flynn AS OF 517 Board Member 1.0 0.0 X 0 0 0 Jeffrey Gaul Board Member 1.0 0.0 X 0 0 0 Seth D Geldzahler THRU 517 Board Member 1.0 0.0 X 0 0 0 Mark Gibson Board Member 1.0 0.0 X 0 0 0 Peter Gold Board Member 1.0 0.0 X 0 0 0 John Haugh Board Member 1.0 0.0 X 0 0 0 Nick Hodge AS OF 517 Board Member 1.0 0.0 X 0 0 0 Elizabeth Holland Board Member 1.0 0.0 X 0 0 0 William Horner Board Member 1.0 0.0 X 0 0 0 Brad Hutensky Board Member 1.0 0.0 X 0 0 0 Adam Ifshin Board Member 1.0 0.0 X 0 0 0 Karen Janes Board Member 1.0 0.0 X 0 0 0 Josip Kardun Board Member 1.0 0.0 X 0 0 0 RICHARD Kuhle Board Member 1.0 1.0 X 0 0 0 James Lampassi Jr Board Member 1.0 0.0 X 0 0 0 Stephen D Lebovitz THRU 517 Board Member 1.0 0.0 X 0 0 0 Laurie Mahowald AS OF 517 Board Member 1.0 1.0 X 0 0 0 Gregory Maloney Board Member 1.0 0.0 X 0 0 0 Sandeep Mathrani Board Member 1.0 0.0 X 0 0 0 Martin A Mayber THRU 517 Board Member 1.0 0.0 X 0 0 0 Michael McCarty Board Member 1.0 0.0 X 0 0 0 Mark McDonald AS OF 517 Board Member 1.0 0.0 X 0 0 0 Kenton McKeehan AS OF 517 Board Member 1.0 0.0 X 0 0 0 Jodie McLean Board Member 1.0 1.0 X 0 0 0 Carlos Medeiros Board Member 1.0 0.0 X 0 0 0 Terry Montesi Board Member 1.0 0.0 X 0 0 0 John Morrison AS OF 517 Board Member 1.0 1.0 X 0 0 0 Jason Mozingo Board Member 1.0 0.0 X 0 0 0 Mark Myers Board Member 1.0 0.0 X 0 0 0 Christopher Niehaus Board Member 1.0 0.0 X 0 0 0 David Oaks THRU 517 Board Member 1.0 0.0 X 0 0 0 Brian Pall Board Member 1.0 0.0 X 0 0 0 Robert Perlmutter Board Member 1.0 0.0 X 0 0 0 Michael Rodel THRU 517 Board Member 1.0 0.0 X 0 0 0 John A Strachan THRU 517 Board Member 1.0 0.0 X 0 0 0 Mark Schurgin Board Member 1.0 1.0 X 0 0 0 Suk Singh THRU 517 Board Member 1.0 0.0 X 0 0 0 Claude Sirois AS OF 517 Board Member 1.0 0.0 X 0 0 0 Brian Smith Board Member 1.0 0.0 X 0 0 0 Arturo Sneider Board Member 1.0 0.0 X 0 0 0 Wynn Spencer AS OF 517 Board Member 1.0 0.0 X 0 0 0 Jim Sud Board Member 1.0 0.0 X 0 0 0 John Sullivan Board Member 1.0 0.0 X 0 0 0 Douglas Tilson Board Member 1.0 0.0 X 0 0 0 Jeffrey Zidel AS OF 517 Board Member 1.0 0.0 X 0 0 0 David Zoba Board Member 1.0 0.0 X 0 0 0 Christine Mott VP & General Counsel 35.0 0.0 X 211988 0 43521 Stefan E Freiberg CFO, Treasurer 34.0 1.0 X 339214 0 63191 Thomas McGee President & CEO 34.0 1.0 X 2001439 0 743508 Timothy McGuinness VP, Global Trade EXposition 35.0 0.0 X 356001 0 91834 Malachy L Kavanagh Sr. VP, Programs & Services 35.0 0.0 X 424175 0 107026 Betsy R Laird Sr. VP, Global Public Policy 35.0 0.0 X 435352 0 91143 Kristin R Logsdon Sr. VP, Comm, Marketing, Pub. 35.0 0.0 X 429802 0 81543 Margaret Wigglesworth EX VP, Member&Volunteer Srvs 34.0 1.0 X 511750 0 74893 John C Emmert Jr EXecutive VP & COO 0.0 0.0 X 200000 0 1 Glen A Hale SVP & CFO 0.0 0.0 X 335288 0 1 5245009 0 1296661 58 true true false VSA PARTNERS INC 600 WEST CHICAGO AVENUE SUITE 250 CHICAGO IL 60654 Branding & marketing 4168820 GLOBAL EXPERIENCE SPECIALISTS INC 7000 LINDELL ROAD LAS VEGAS NV 89118 event & production 1299422 FOSTER MADE LLC 404 EAST GRACE STREET RICHMOND VA 23219 Web design 1071703 THE ARETE GROUP LLC 84 CRESTVIEW DRIVE MOUNTAIN LAKES NJ 07045 staffing 957640 MARX PRODUCTIONS 4151 W LINDBERGH WAY CHANDLER AZ 85226 event & productions 774255 38 0 Conventions 900099 37711002 37711002 Meetings & Conferences 900099 20798229 20798229 PROF RECOGNITION 900099 685246 685246 ADVERTISING AND PUBLICATIONS 320947 3088899 160391 2928508 MEMBERSHIP DUES 900099 15825581 15825581 78108957 3184741 3184741 0 12253 12253 18299 18299 0 18299 18299 31702188 31627911 74277 74277 74277 0 0 0 0 0 0 0 0 0 FOREIGN CURRENCY EXCHANGE ADJ 900099 270772 270772 MISCELLANEOUS REVENUE 900099 186246 186246 457018 81855545 75180449 2928508 3746588 920206 0 0 0 3402861 535290 16954692 4394873 2481959 1651755 0 268789 0 1123714 0 448207 3901126 3558557 4125120 537129 1372 4891860 2747793 0 23497198 0 0 1182020 0 0 378952 OTHER MANAGEMENT EXPENSES 1060523 TEMPORARY LABOR 368016 RECRUITING 233577 STAFF FUNCTION EXPENSES 122986 475940 79264515 0 0 8845070 10437360 1279027 0 0 0 2171425 1981705 0 0 0 0 0 0 0 0 3501015 1815361 15106781 11473492 3339235 3633289 111418621 126463782 0 0 0 0 1800000 1800000 150630 2008327 132505023 148139824 7665649 6248946 0 0 9369030 8213478 0 0 0 0 0 0 0 0 0 0 38439102 46966252 55473781 61428676 X 77031242 85878229 0 832919 0 0 77031242 86711148 132505023 148139824 X 2591030 10836945 7439 -3755508 X false true X true false false false true 15825581 1123714 517699 1641413 395640 1245773 8385854 7227482 1158372 2675763 2509578 166185 4045164 1736432 2308732 3633289 0 DUE TO AFFILIATES 61367 ADVANCE REGISTRATIONS AND SUBSCRIPTIONS 11009822 EMPLOYEE RETIREMENT OBLIATIONS 35895063 46966252 X part X, line 2: ICSC is a professional organization exempt from federal income tax under Section 501 (c)(6) of the Code except for immaterial amounts of income considered by the Internal Revenue Service ("IRS") to be unrelated business taxable income, for which income taxes have been provided. Management has evaluated the Councils tax positions and has concluded that the Council had taken no uncertain tax positions that require adjustments to the consolidated financial statements. The Tax Cuts and Jobs Act enacted in the U.S. in December 2017 amended the Code and marked the largest overhaul of U.S. tax policy in decades. ICSC is currently evaluating the impact of the changes in the Code and its effects on the Councils unrelated business taxable income. true Europe (Including Iceland and Greenland) 1 13 Program Services Conferences and Semi 3404437 Central America and the Caribbean 2 2 Program Services Conferences and Semi 122538 East Asia and the Pacific 2 1 Program Services Conferences and Semi 219174 Middle East and North Africa 1 Program Services Conferences and Semi 1366900 North America 1 2 Program Services Conferences and Semi 2047669 6 19 6 19 7160718 7160718 true false true false false true true int'l council of shopping centers foundation inc 1221 ave of the americas new york NY 10020 133525440 501(c)(3) 500000 see part iv American national red cross 431 18th street NW washington DC 20006 530196605 501(c)(3) 420200 hurricane relief 2 part I, line 2: ICSC CHARITABLE GIVING GUIDELINES: - ALL RECIPIENTS OF ICSC DONATIONS MUST BE REGISTERED AS A NON-PROFIT CHARITABLE ORGANIZATION. - CONTRIBUTIONS WILL NOT BE MADE TO POLITICAL, RELIGIOUS, OR SECTARIAN ORGANIZATIONS, INCLUDING ORGANIZATIONS WHOSE MAIN PURPOSE IS THE DISSEMINATION OF POLITICAL OR RELIGIOUS INFORMATION, OR ORGANIZATIONS WHICH OTHERWISE USE THEIR CHARITABLE WORK TO ENCOURAGE SUPPORT FOR POLITICAL OR RELIGIOUS CAUSES. -CONTRIBUTIONS WILL NOT BE MADE TO ORGANIZATIONS THAT DISCRIMINATE ON THE BASIS OF AGE, SEX, RACE, RELIGION, NATIONAL ORIGIN, SEXUAL ORIENTATION, DISABILITY OR ANY OTHER OR ANY OTHER CHARACTERISTIC PROTECTED BY LAW. - CONTRIBUTIONS WILL NOT BE MADE TO ORGANIZATIONS/EVENTS THAT POSE A POTENTIAL CONFLICT OF INTEREST OR THAT ARE CONTRARY TO ICSC'S CORE VALUES. - ICSC WILL CONDUCT A GENERAL REVIEW OF REPORTS AND CORRESPONDENCE, AS WELL AS PUBLICLY-AVAILABLE AUDIT REPORTS FROM THE GRANTEE ORGANIZATIONS TO ASSESS COMPLIANCE WITH THE TERMS STIPULATED IN ITS GRANT AWARDS AND TO TRACK THE RECIPIENT'S USE OF ITS GRANT FUNDS. part ii, line 1, column (h): Matching donation to American Red Cross hurricane relief efforts. X X X true true X X X X X true true false Christine Mott VP & General Counsel 191430 0 20000 558 16459 0 27062 0 255509 0 0 0 Stefan E Freiberg CFO, Treasurer 268512 0 70000 702 25593 0 37598 0 402405 0 0 0 Thomas McGee President & CEO 1000000 0 1000000 1439 709199 0 34309 0 2744947 0 0 0 Timothy McGuinness VP, Global Trade EXposition 313015 0 39000 3986 51222 0 40612 0 447835 0 0 0 Malachy L Kavanagh Sr. VP, Programs & Services 352043 0 70000 2132 66590 0 40436 0 531201 0 0 0 Betsy R Laird Sr. VP, Global Public Policy 356366 0 75000 3986 52345 0 38798 0 526495 0 0 0 Kristin R Logsdon Sr. VP, Comm, Marketing, Pub. 353421 0 75000 1381 38331 0 43212 0 511345 0 0 0 Margaret Wigglesworth EX VP, Member&Volunteer Srvs 421282 0 85000 5468 49050 0 25843 0 586643 0 0 0 John C Emmert Jr EXecutive VP & COO 0 0 0 200000 0 0 1 0 200001 0 200000 0 Glen A Hale SVP & CFO 5288 0 55000 275000 0 0 1 0 335289 0 330000 0 PART I, LINE 1A: THE CEO IS ENTITLED TO REIMBURSEMENT OF MEMBERSHIP DUES AT A HEALTH CLUB, FIRST & BUSINESS CLASS TRAVEL AND SPOUSAL TRAVEL WHEN TRAVELING ON ICSC BUSINESS. THESE BENEFITS WERE NOT TREATED AS TAXABLE COMPENSATION TO THE CEO IN 2017. PART I, LINE 4A: JOHN C. EMMERT, FORMER EXECUTIVE VP & COO, RECEIVED SEVERANCE IN THE AMOUNT OF $200,000. GLEN A. HALE, FORMER SVP & CFO, RECEIVED A SERVERANCE PAYMENT OF $275,000 SUCH AMOUNTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN B(III). Part I, Line 4b The President & CEO is the sole participant of the supplemental executive retirement plan. Ken McIntyre Former Director 135000 See Part V false Part IV, line 1, Column (D) The organization had a management company transaction with PassPort Real Estate LLC ("PPRE"). Ken McIntyre is the Managing Principal of PPRE. The organization paid PPRE $135,000 during 2017. FORM 990, PART III, LINE 4D: SEMINARS, INSTITUTES AND UNIVERSITY TYPE CLASSES HELD AT SELECTED INSTITUTIONS OF HIGHER LEARNING AND OTHER LOCATIONS. THESE INTENSIVE EDUCATIONAL SEMINARS ARE CONDUCTED UNDER UNIVERSITY TYPE CLASSROOM CONDITIONS. THE COURSES AND SUBJECT MATTER RELATE TO SHOPPING CENTER SITE LOCATION AND SELECTION, MANAGEMENT AND OPERATION, AND PROMOTION AND ADVERTISING. THERE WERE OVER 5,000 ATTENDEES AT OUR VARIOUS SEMINARS AND EDUCATIONAL PROGRAMS. FORM 990, PART VI, SECTION A, LINE 2: TWO OR MORE PERSONS LISTED IN THIS FORM 990 PART VII HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER BY VIRTUE OF CONCURRENTLY SERVING ON ONE OR MORE BOARDS OF DIRECTORS/TRUSTEES OR BY SERVING IN AN EMPLOYMENT RELATIONSHIP ON ONE OR MORE ENTITIES WITHIN THE ICSC AFFILIATES. FORM 990, PART VI, SECTION A, LINE 4: ON MAY 20, 2017 THE BOARD OF TRUSTEES VOTED TO AMEND THE ICSC BYLAWS TO IMPLEMENT SOME ADDITIONAL REFINEMENTS TO ICSC'S UPDATED GOVERNANCE STRUCTURE, INCLUDING: - SIMPLIFICATION OF SELECT EXECUTIVE BOARD AND BOARD OF TRUSTEES MEMBERSHIP REQUIREMENTS PRINCIPALLY AROUND STRUCTURED GEOGRAPHICAL AND OTHER REPRESENTATIONAL REQUIREMENTS. - ENHANCEMENT OF GUIDANCE AROUND MEMBERSHIP COMPOSITION ON SELECT STANDING EXECUTIVE BOARD COMMITTEES. - CLARIFICATION OF CERTAIN OPERATIONAL MANAGEMENT RESPONSIBILITIES. - DEFINITION OF TREASURER AND SECRETARY ROLES. FORM 990, PART VI, SECTION A, LINE 6: THE ORGANIZATION IS A MEMBER ORGANIZATION OF THOSE INTERESTED IN THE RETAIL REAL ESTATE INDUSTRY. RETAIL REAL ESTATE INDUSTRY. FORM 990, PART VI, SECTION A, LINE 7A: THE PROCESS FOR NOMINATING AND APPOINTING THE INTERNATIONAL COUNCIL OF SHOPPING CENTER'S BOARD OF TRUSTEES IS ENUMERATED IN THE ORGANIZATION'S BYLAWS. NOMINEES TO THE BOARD ARE SELECTED BY A NOMINATING COMMITTEE OF THE BOARD OF TRUSTEES. THOSE NOMINEES ARE THEN REVIEWED AND ULTIMATELY ELECTED BY THE OFFICIAL DELEGATE MEMBERS OF REGULAR COMPANY MEMBERS. FORM 990, PART VI, SECTION B, LINE 11B: THE ORGANIZATION'S AUDIT FIRM PROVIDES THE ORGANIZATION WITH A DRAFT OF THE FORM 990. THE FORM IS REVIEWED BY THE PRESIDENT, GENERAL COUNSEL AND CHIEF FINANCIAL OFFICER AND WAS SUBSEQUENTLY REVIEWED WITH THE AUDIT COMMITTEE PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C: EACH OFFICER, DIRECTOR, TRUSTEE AND KEY EMPLOYEE OF THE COUNCIL IS REQUIRED TO ANNUALLY DISCLOSE ANY CONFLICTS OF INTEREST THAT ARISE BY VIRTUE OF THEIR EMPLOYMENT AND POSITION WITH THE INTERNATIONAL COUNCIL OF SHOPPING CENTERS (ICSC). ICSC MONITORS COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY TROUGH AN ANNUAL QUESTIONNAIRE SUBMITTED TO THESE INDIVIDUALS. POTENTIAL CONFLICTS ARE INVESTIGATED IMMEDIATELY. FORM 990, PART VI, SECTION B, LINE 15: ICSC UNDERTAKES A THOROUGH PROCESS TO ENSURE THAT EXECUTIVE COMPENSATION IT PAYS TO ITS TOP MANAGEMENT OFFICIAL AND ALL OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION IS REASONABLE. ICSC ESTABLISHES THE COMPENSATION OF ITS EXECUTIVES BY OBTAINING AND REVIEWING COMPARABILITY DATA, INCLUDING COMPENSATION SURVEYS AND THE FORM 990'S OF OTHER ORGANIZATIONS. THE BOARD OF DIRECTORS ENGAGES AN INDEPENDENT COMPENSATION CONSULTANT TO HELP ADVISE ON THE APPROPRIATE COMPENSATION LEVELS FOR THE AFOREMENTIONED INDIVIDUALS. ONCE THE COMPENSATION CONSULTANT HAS MADE ITS RECOMMENDATIONS, ALL OF THE COMPILED DATA IS REVIEWED AND/OR APPROVED BY THE EXECUTIVE COMPENSATION COMMITTEE WHO THEN REFERS SUCH MATTERS TO THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES FOR RATIFICATION. FORM 990, PART VI, SECTION C, LINE 19: UPON REQUEST, THE ORGANIZATION WILL MAKE AVAILABLE ONLY THOSE DOCUMENTS REQUIRED TO BE DISCLOSED UNDER THE PUBLIC INSPECTION LAWS. FORM 990, PART XI, LINE 9: ADJUSTMENT TO PENSION BENEFIT ---- (3,755,508.) 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