2018-07-02T16:53:47-05:00 2017-08-31 420714325 RSM US LLP 201 FIRST ST SE SUITE 800 CEDAR RAPIDS IA 52401 990 2016-09-01 420841485 ACT INC ACTI 3193371000 PO BOX 168 IOWA CITY IA 522430168 THOMAS J GOEDKEN CFO/TREASURER 3193371000 2018-06-25 1 CARLEY UMSTEAD P00982177 3192985333 2016 2022-09-23 18:48:47Z MARTEN ROORDA PO BOX 168 IOWA CITY IA 522430168 832874296 0 X WWW.ACT.ORG X 1960 IA HELPING PEOPLE ACHIEVE EDUCATION AND WORKPLACE SUCCESS 12 9 1347 657 0 0 0 130000 340379936 332322393 16894579 20849616 0 0 357274515 353302009 4883371 3754661 0 0 125097273 126359935 0 0 0 204917514 226602378 334898158 356716974 22376357 -3414965 542058962 583397875 98702911 138597581 443356051 444800294 X ACT, INC. (ACT) WAS ESTABLISHED AS A CORPORATION NOT FOR PECUNIARY PROFIT UNDER THE LAWS OF THE STATE OF IOWA ON AUGUST 23, 1960. THE PURPOSE AND MISSION OF ACT IS TO ADVANCE EDUCATION BY PROVIDING PROGRAMS, SERVICES, AND CONDUCTING RESEARCH THAT ASSISTS: A) INDIVIDUALS PLANNING AND PURSUING EDUCATION AND TRAINING, B) EDUCATORS DELIVERING INSTRUCTION AND TRAINING, AND C) POLICY MAKERS CONCERNED WITH ENSURING THAT INDIVIDUALS ARE READY FOR EDUCATION AND WORKPLACE SUCCESS. 0 0 290137252 3321623 305628985 EDUCATION ASSESSMENT PROGRAM - ACT'S EDUCATION ASSESSMENT PROGRAM IS DESIGNED AND DEVELOPED TO INFORM INDIVIDUALS (AND THOSE HELPING THEM) ABOUT THE KNOWLEDGE AND SKILLS NEEDED FOR SUCCESS IN EDUCATION AND EVENTUALLY CAREER. INFORMATION RESULTING FROM THE ADMINISTRATION OF THE ASSESSMENTS ENABLE INDIVIDUALS TO PREPARE THEMSELVES FOR A NEXT LEVEL OF EDUCATION AND/OR TRAINING. THE ASSESSMENTS PROVIDE EDUCATORS AND TRAINERS WITH INFORMATION USEFUL IN GUIDING THEIR TEACHING AND INSTRUCTION. COLLECTIVELY, DATA RESULTING FROM THE ADMINISTRATION OF THE ASSESSMENTS FACILITATES RESEARCH ON EFFECTIVE EDUCATIONAL PRACTICES OF VALUE TO NATIONAL, STATE AND LOCAL EDUCATORS AND POLICY MAKERS. 39564171 433038 26693408 WORKFORCE DEVELOPMENT ASSESSMENT PROGRAM - ACT'S WORKFORCE DEVELOPMENT ASSESSMENT PROGRAM IS COMPLEMENTARY OF ITS EDUCATION ASSESSMENT PROGRAM IN THAT IT FOCUSES ON HELPING INDIVIDUALS TO ACQUIRE THE SKILLS THAT THEY NEED FOR SUCCESS IN THE WORKPLACE. THE PROGRAM IS A COMPONENT PART OF THE OVERALL EDUCATION PROCESS AND HELPS INDIVIDUALS TO UNDERSTAND THE SKILLS THEY WILL NEED TO BE READY FOR WORKPLACE RELATED EDUCATION AND TRAINING PROGRAMS. THE ASSESSMENTS ARE USED WIDELY BY EDUCATORS AND TRAINERS TO PRESCRIBE AND PROVIDE INSTRUCTIONAL INTERVENTIONS FOR THOSE INDIVIDUALS. COLLECTIVELY, DATA RESULTING FROM THE ADMINISTRATION OF THE ASSESSMENTS ENABLES RESEARCH ON NATIONAL, STATE, AND REGIONAL SKILL GAPS IN THE LABOR POOL AND FACILITATES DECISIONS AND STRATEGIES FOR ADDRESSING THEM. 329701423 1 1 0 1 0 0 0 0 0 0 1 0 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 1 0 0 1 X 14077 0 1 1347 1 0 1 AS CH KS ID NL HK 0 0 0 0 0 0 0 0 X 12 9 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 0 1 1 CA IL MA MN NH NY X THOMAS J GOEDKEN 3193371000 500 ACT DRIVE IOWA CITY IA 522430168 X MARTEN ROORDA CEO/DIRECTOR 40.00 2.00 X X 800883 0 46214 ROBERT M BERDAHL CHAIRMAN OF THE BOARD 2.00 X X 60563 0 0 CHAD P WICK VICE CHAIR 3.00 X X 60773 0 0 JOSEPH A AGUERREBERE JR DIRECTOR 3.00 X 47000 0 0 DIXIE L AXLEY DIRECTOR 3.00 X 51000 0 0 JAMES E BOSTIC JR DIRECTOR 3.00 X 47000 0 0 SARITA E BROWN DIRECTOR 2.00 X 50213 0 0 WALTER C BUMPHUS DIRECTOR 2.00 X 36000 0 0 DANIEL A DOMENECH DIRECTOR 3.00 X 46096 0 0 D ROBERT GRAHAM DIRECTOR 2.00 X 41750 0 0 DIANA NATALICIO DIRECTOR (UNTIL 5/17) 2.00 X 33500 0 0 THOMAS G ROTHERHAM DIRECTOR 5.00 X 55750 0 0 VIVIEN STEWART TEITELBAUM DIRECTOR 2.00 X 48250 0 0 THOMAS J GOEDKEN CFO/TREASURER 50.00 1.00 X 476426 0 45924 SARA NETOLICKY SECRETARY 45.00 2.00 X 299004 0 37149 PATRICIA COX STEINBRECH SR. VP CORPORATE SYSTEMS 40.00 X 415434 0 21242 WAYNE CAMARA SR. VP RESEARCH 40.00 X 454779 0 26535 SUZANA DELANGHE CHIEF COMMERCIAL OFFICER 40.00 X 460306 0 30657 JANET E GODWIN CHIEF OPERATING OFFICER 54.00 X 393418 0 48990 LUCAS KUHLMANN CHIEF TECHNOLOGY OFFICER 40.00 X 241063 0 37204 DONNA MATOVINOVIC SR. VP TEST DEVLOPMENT 40.00 X 282264 0 28583 RICHARD PATZ CHIEF MEASUREMENT OFFICER (UNTIL 7/17) 40.00 X 791102 0 25306 JENNIFER M YI BOYER SR. VICE PRESIDENT 40.00 X 352829 0 42069 L MIGUEL ENCARNACAO SR. VICE PRESIDENT 40.00 X 462142 0 40697 JAMES LARIMORE CHIEF OFFICER EQUITY IN LEARNING 40.00 2.00 X 305909 0 40466 SCOTT MONTGOMERY SR. VICE PRESIDENT 40.00 X 293881 0 41016 PAUL WEEKS SR. VICE PRESIDENT 40.00 X 297257 0 48531 6904592 0 560583 170 0 1 1 NCS PEARSON 2510 N DODGE ST IOWA CITY IA 52245 COMPUTER PROCESSING 36146157 ATOS IT SOLUTIONS 2500 WESTCHESTER AVE 300 PURCHASE NY 10577 IT SUPPORT 12381556 KELLY SERVICES INC 1212 SOLUTIONS CTR CHICAGO IL 60677 TEMPORARY LABOR 9170016 FEDEX CORPORATION PO BOX 94515 PALATINE IL 60094 DELIVERY SERVICES 5831372 INFOSYS LIMITED 6100 TENNYSON PKWY 200 PLANO TX 75024 IT CONSULTING 1972361 134 130000 130000 EDUCATIONAL ASSESSMENT 611710 305628985 305628985 WORKFORCE DEVELOPMENT 541900 26693408 26693408 332322393 9203709 9203709 491218194 479459939 112348 11758255 -112348 11645907 11645907 353302009 332322393 0 20849616 X 3754661 3754661 4605290 2616072 1989218 94365129 84602896 9762233 8317644 7270999 1046645 12266910 10749739 1517171 6804962 5948665 856297 2129688 3936 2125752 244012 11771 232241 492405 492405 1028152 1028152 104354224 102319026 2035198 2159460 1574109 585351 25701780 24247949 1453831 15761809 14970355 791454 1013867 1013867 4923541 4458555 464986 6738486 5974417 764069 2659836 1980340 679496 1791838 1791838 5963575 5395809 567766 748916 748916 TEST ADMINISTRATION 36792778 36792778 MEMBERSHIP FEES 1146251 736575 409676 12951760 12994661 -42901 356716974 329701423 27015551 0 33228633 22762499 39811496 42513422 0 5606492 1581124 2184537 8303057 9515234 124573853 69453354 58087596 55120499 297880427 389783068 18572235 15085535 72197528 21833629 7045408 6688972 5351458 12303988 542058962 583397875 39289820 32151908 28303818 26263443 27200000 77560000 3909273 2622230 98702911 138597581 X 442623393 441373229 732658 3427065 443356051 444800294 542058962 583397875 X -3414965 16888574 -12029366 X X 0 1 X 1 0 X 130000 130000 287574210 309094886 334242998 340397936 332322393 1603632423 287574210 309094886 334242998 340397936 332452393 1603762423 224851 849640 24833637 21330491 12419649 59658268 27380397 36623158 40913316 29050661 33536340 167503872 27605248 37472798 65746953 50381152 45955989 227162140 1376600283 7454107 6645727 6648528 7606472 9203709 37558543 7454107 6645727 6648528 7606472 9203709 37558543 55486 55486 295028317 315796099 340891526 348004408 341656102 1641376452 0.83870 0.84140 0.02290 0.02520 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 0 1 536126 0 0 536126 0 PART II-B, LINE 1: ACT HAS CERTAIN EMPLOYEES LOCATED IN WASHINGTON, D.C. THAT ARE REGISTERED LOBBYISTS. IN ADDITION, ACT CONTRACTED WITH LOBBYING FIRMS DURING THE YEAR TO ASSIST IN MONITORING FEDERAL AND STATE LEGISLATIVE ACTIVITY AND HELPING TO STRENGTHEN ACT'S RELATIONSHIPS WITHIN EACH STATE CONCERNING ACT INITIATIVES AND PROGRAMS. 4755955 4755955 55441221 21347328 34093893 20385399 8435138 11950261 43706075 39670888 4035187 285203 285203 55120499 POST RETIREMENT BENEFIT PLAN OBLIGATIONS 2622230 2622230 X 383239117 16888574 12936186 29824760 353414357 -112348 -112348 353302009 384396612 112348 27567290 27679638 356716974 0 356716974 PART X, LINE 2: FIN 48 FOOTNOTE FROM AUDITED FINANCIAL REPORT: ACT AND PROFESSIONAL EXAMINATION SERVICE, BOTH EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, MAY BE SUBJECT TO FEDERAL AND STATE INCOME TAXES ON ANY NET INCOME FROM UNRELATED BUSINESS ACTIVITIES AND FILE FORMS 990 (RETURN OF ORGANIZATION EXEMPT FROM INCOME TAX) ANNUALLY AND UNRELATED BUSINESS INCOME (UBI) IS REPORTED ON FORM 990-T, AS APPROPRIATE. ACT HAS CERTAIN REVENUE FROM PROGRAMS AND SERVICES THAT, BY VIRTUE OF A 1980 AGREEMENT WITH THE INTERNAL REVENUE SERVICE (IRS), IS DEEMED TO BE UNRELATED TO ITS TAX-EXEMPT PURPOSE AND, THEREFORE, MAY BE SUBJECT TO FEDERAL AND STATE INCOME TAX. THE ENTITIES CONSOLIDATED INTO ACT INTERNATIONAL B.V. ARE NOT DIRECTLY SUBJECT TO U.S. INCOME TAX AND SUCH INCOME AND LOSS OF SUCH FOREIGN ENTITIES ARE NOT INCLUDED IN THE U.S. TAXABLE INCOME OF ACT. MANAGEMENT HAS EVALUATED THEIR MATERIAL TAX POSITIONS, WHICH INCLUDE SUCH MATTERS AS THE TAX EXEMPT STATUS AND VARIOUS POSITIONS RELATIVE TO POTENTIAL SOURCES OF UBI. AS OF AUGUST 31, 2017 AND 2016, THERE WERE NO UNCERTAIN TAX BENEFITS IDENTIFIED AND RECORDED AS A LIABILITY AND ANY AMOUNTS OWED RELATED TO UBI ARE IMMATERIAL TO THE FINANCIAL STATEMENTS AS A WHOLE. FORMS 990 AND 990-T FILED BY ACT ARE SUBJECT TO EXAMINATION BY THE IRS UP TO THREE YEARS FROM THE EXTENDED DUE DATE OF EACH RETURN. FORMS 990 AND 990-T FILED BY ACT ARE NO LONGER SUBJECT TO EXAMINATION FOR THE YEARS ENDED AUGUST 31, 2013 AND PRIOR. PART XI, LINE 2D - OTHER ADJUSTMENTS: NET APPRECIATION IN FAIR VALUE OF INTEREST RATE SWAPS 311,482. INTERCOMPANY REVENUE - ACT INTERNATIONAL CONSOLIDATED -6,000. INTERCOMPANY REVENUE - ACT ASSESSMENT TECHNOLOGIES -22,325,508. INTERCOMPANY REVENUE - ACT FOUNDATION -601,077. INTERCOMPANY REVENUE - PROFESSIONAL EXAMINATION SERVICE -2,500,000. ACT INTERNATIONAL CONSOLIDATED REVENUE - SEPARATE ENTITIES 3,778,538. ACT ASSESSMENT TECHNOLOGIES CONSOLIDATED REVENUE - SEPARATE ENTITIES 23,015,184. ACT FOUNDATION REVENUE - SEPARATE ENTITY 894,443. PROFESSIONAL EXAMINATION SERVICE REVENUE - SEPARATE ENTITY 11,619,709. EQUITY IN NET LOSS OF NONMARKETABLE EQUITY SECURITIES -1,983,934. ACT FOUNDATION NET APPRECIATION IN FAIR VALUE OF INTEREST RATE SWAPS 733,349. PART XI, LINE 4B - OTHER ADJUSTMENTS: LOSS ON SALE OF EQUIPMENT -112,348. PART XII, LINE 2D - OTHER ADJUSTMENTS: INTERCOMPANY EXPENSE - ACT INTERNATIONAL CONSOLIDATED -207,715. INTERCOMPANY EXPENSE - ACT ASSESSMENT TECHNOLOGIES CONSOLIDATED -20,679,260. INTERCOMPANY EXPENSE - ACT FOUNDATION -601,077. ACT INTERNATIONAL CONSOLIDATED EXPENSES - SEPARATE ENTITIES 3,656,965. ACT ASSESSMENT TECHNOLOGIES CONSOLIDATED EXPENSES - SEPARATE ENTITIES 41,596,024. ACT FOUNDATION EXPENSE - SEPARATE ENTITY 431,427. PROFESSIONAL EXAMINATION SERVICE EXPENSE - SEPARATE ENTITY 7,315,459. INTERCOMPANY EXPENSE - PROFESSIONAL EXAMINATION SERVICE -3,944,533. CENTRAL AMERICA AND THE CARIBBEAN 0 0 PROGRAM SERVICES TESTING SERVICES 131252 EAST ASIA AND THE PACIFIC 0 0 PROGRAM SERVICES TESTING SERVICES 2242870 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES TESTING SERVICES 494126 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM SERVICES TESTING SERVICES 63053 NORTH AMERICA 0 0 PROGRAM SERVICES TESTING SERVICES 4888504 RUSSIA AND NEIGHBORING STATES 0 0 PROGRAM SERVICES TESTING SERVICES 203312 SOUTH AMERICA 0 0 PROGRAM SERVICES TESTING SERVICES 167282 SOUTH ASIA 0 0 PROGRAM SERVICES TESTING SERVICES 73347 SUB-SAHARAN AFRICA 0 0 PROGRAM SERVICES TESTING SERVICES 54045 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM-RELATED INVESTMENTS 5706312 0 0 0 0 0 0 8263746 5760357 14024103 0 0 1 0 0 1 PART I, LINE 3: THE FOREIGN EXPENDITURES FOR PROGRAM SERVICES REPORTED IN COLUMN (F) RELATE TO THE ADMINISTRATION OF ACT ASSESSMENTS INTERNATIONALLY. ACT MAY HAVE OTHER FOREIGN EXPENDITURES IN THE REGIONS LISTED THAT SUPPORT THE PROGRAMS OF ACT'S FOREIGN SUBSIDIARIES. THESE AMOUNTS ARE NOT SEPARATELY TRACKED AND ARE NOT REFLECTED IN THE AMOUNTS REPORTED. 1 ACT FOUNDATION 500 ACT DRIVE IOWA CITY IA 52243 272574917 501(C)(3) 601077 N/A N/A GENERAL SUPPORT CIVIC NATION 1120 G ST NW WASHINGTON DC 20005 473576918 501(C)(3) 100000 N/A N/A ACT GIFT AGREEMENT TO CIVIC NATION DIVERSITY FOCUS 222 2ND ST SE CEDAR RAPIDS IA 524011407 203420207 501(C)(3) 50000 N/A N/A 2017 INVESTOR CONTRIBUTION IOWA CITY AREA DEVELOPMENT GROUP INC 316 E COURT ST IOWA CITY IA 52240 421234837 501(C)(6) 70000 N/A N/A FY2017 INVESTMENT CONTRIBUTION IOWA CITY COMMUNITY SCHOOL DISTRICT FOUNDATION 1725 N DODGE ST IOWA CITY IA 52245 421177023 501(C)(3) 50000 N/A N/A SUPPORT OF ICCSD COMPLEMENTARY LEARNING PROGRAM LIVING LANDS & WATERS 17624 ROUTE 84 N EAST MOLINE IL 61244 364244353 501(C)(3) 6500 N/A N/A EDUCATION WORKSHOPS PROJECT PROFESSIONAL EXAMINATION SERVICE 475 RIVERSIDE DRIVE NEW YORK NY 10115 237097173 501(C)(3) 2500000 N/A N/A GENERAL SUPPORT THE JAMES GANG PO BOX 563 IOWA CITY IA 52244 743070882 501(C)(3) 5500 N/A N/A IOWA YOUTH WRITING PROJECT UNITED WAY OF JOHNSON COUNTY 1150 5TH ST CORALVILLE IA 52241 426062055 501(C)(3) 53984 N/A N/A MATCHING CONTRIBUTION FOR UNITED WAY CAMPAIGN UNIVERSITY OF IOWA FOUNDATION 1 W PARK RD IOWA CITY IA 52244 420796760 501(C)(3) 7000 N/A N/A IOWA EDGE SUMMER ENRICHMENT INSTITUTE PROJECT 9 1 PART I, LINE 2: ACT REVIEWS THE QUALIFICATIONS OF THOSE REQUESTING CONTRIBUTIONS TO ENSURE THAT THEY ARE NONPROFIT ORGANIZATIONS. ACT HAS CREATED AN EMPLOYEE COMMITTEE TO REVIEW ALL SUCH REQUESTS. REQUESTS UP TO $10,000 ARE APPROVED/DENIED BY THE COMMITTEE. REQUESTS OVER $10,000 ARE APPROVED/DENIED BY THE CEO. X X X 1 1 X X X X X 1 1 0 0 0 0 0 1 0 MARTEN ROORDA CEO/DIRECTOR 618739 0 168558 0 13586 0 23850 0 22364 0 847097 0 0 0 THOMAS J GOEDKEN CFO/TREASURER 359568 0 67140 0 49718 0 31800 0 14124 0 522350 0 0 0 SARA NETOLICKY SECRETARY 218790 0 39785 0 40429 0 30284 0 6865 0 336153 0 0 0 PATRICIA COX STEINBRECH SR. VP CORPORATE SYSTEMS 122371 0 78010 0 215053 0 13110 0 8132 0 436676 0 0 0 WAYNE CAMARA SR. VP RESEARCH 341614 0 62918 0 50247 0 23850 0 2685 0 481314 0 0 0 SUZANA DELANGHE CHIEF COMMERCIAL OFFICER 325255 0 41760 0 93291 0 22823 0 7834 0 490963 0 0 0 JANET E GODWIN CHIEF OPERATING OFFICER 297433 0 55458 0 40527 0 31741 0 17249 0 442408 0 0 0 LUCAS KUHLMANN CHIEF TECHNOLOGY OFFICER 207230 0 21275 0 12558 0 20072 0 17132 0 278267 0 0 0 DONNA MATOVINOVIC SR. VP TEST DEVLOPMENT 251593 0 24400 0 6271 0 23131 0 5452 0 310847 0 0 0 RICHARD PATZ CHIEF MEASUREMENT OFFICER (UNTIL 7/1 477832 0 273233 0 40037 0 23850 0 1456 0 816408 0 0 0 JENNIFER M YI BOYER SR. VICE PRESIDENT 279236 0 50618 0 22975 0 23850 0 18219 0 394898 0 0 0 L MIGUEL ENCARNACAO SR. VICE PRESIDENT 250963 0 46631 0 164548 0 23534 0 17163 0 502839 0 0 0 JAMES LARIMORE CHIEF OFFICER EQUITY IN LEARNING 251431 0 47993 0 6485 0 23288 0 17178 0 346375 0 0 0 SCOTT MONTGOMERY SR. VICE PRESIDENT 250855 0 23907 0 19119 0 23850 0 17166 0 334897 0 0 0 PAUL WEEKS SR. VICE PRESIDENT 230406 0 42734 0 24117 0 30357 0 18174 0 345788 0 0 0 PART I, LINE 1A ACT'S TRAVEL POLICY GENERALLY PROHIBITS FIRST CLASS TRAVEL AT ACT'S EXPENSE. THE POLICY DOES ALLOW LIMITED EXCEPTIONS FOR FIRST CLASS TRAVEL AT ACT'S EXPENSE UNDER CIRCUMSTANCES REQUIRING EXTENDED UNINTERRUPTED FLIGHTS. IN ADDITION, TEAM MEMBERS ARE ELIGIBLE TO FLY FIRST CLASS IF THERE IS NO ADDITIONAL EXPENSE TO ACT (I.E., USE OF TRAVEL POINTS). SIX DIRECTORS, TWO OFFICERS, FOUR KEY EMPLOYEES, AND ONE HIGHEST COMPENSATED EMPLOYEE WERE PROVIDED WITH FIRST CLASS TRAVEL. NO AMOUNT WAS TREATED AS TAXABLE COMPENSATION TO THE LISTED PERSONS. ACT PROVIDED A MOVING ALLOWANCE THAT WAS GROSSED UP FOR TAXES FOR SUZANA DELANGHE. THE MOVING ALLOWANCE AND GROSS UP WERE APPROVED BY THE BOARD OF DIRECTORS AND CEO. MARTEN ROORDA, CEO, WAS PROVIDED WITH PERSONAL SERVICES, PARTIALLY TREATED AS TAXABLE COMPENSATION. PART I, LINE 3 THE EXECUTIVE COMMITTEE SERVES AS THE COMPENSATION COMMITTEE IN REGARDS TO ESTABLISHING THE COMPENSATION OF THE ORGANIZATION'S CEO. PART I, LINES 4A-B ACT MAINTAINS A NON-QUALIFIED DEFERRED COMPENSATION PLAN UNDER SECTION 457(F) OF THE INTERNAL REVENUE CODE FOR CERTAIN LISTED PERSONS. THE PLAN DOES NOT ALLOW ELIGIBLE EMPLOYEES TO MAKE ELECTIVE CONTRIBUTIONS BUT DOES PROVIDE FOR ACT TO MAKE DISCRETIONARY CONTRIBUTIONS TO ELIGIBLE EMPLOYEES. THE PLAN HAD NO PARTICIPANTS DURING THE FISCAL YEAR AUGUST 31, 2017, AND NO LISTED PERSONS THAT PARTICIPATED IN THIS PLAN IN PREVIOUS YEARS RECEIVED DISTRIBUTIONS DURING CALENDAR YEAR 2016. ACT MAINTAINS SEVERANCE AGREEMENTS WITH CERTAIN LISTED PERSONS. SEVERANCE AGREEMENTS GENERALLY PROVIDE FOR EITHER A LUMP SUM PAYMENT OR A SERIES OF PAYMENTS OVER TIME UPON THE TERMINATION OF THE LISTED PERSON. THE SPECIFIC TERMS AND CONDITIONS OF EACH SEVERANCE AGREEMENT ARE DETERMINED ON AN INDIVIDUAL BASIS. DURING CALENDAR YEAR 2016, SEVERANCE OF $179,105 WAS PAID TO PATRICIA COX STEINBRECH, SR VP CORPORATE SYSTEMS, AND SEVERANCE OF $132,851 WAS PAID TO MIGUEL ENCARNACAO, SR. VICE PRESIDENT. OTHER LISTED PERSONS MAY BE ELIGIBLE FOR SIMILAR SEVERANCE ARRANGEMENTS. PART I, LINE 7 ACT HAS IMPLEMENTED A BONUS PLAN FOR CERTAIN LEADERSHIP EMPLOYEES THAT ENABLES THEM TO EARN ADDITIONAL COMPENSATION BASED ON THE ACHIEVEMENT OF CERTAIN GOALS. SUCH BONUSES HAVE A MAXIMUM AMOUNT THAT IS A PERCENTAGE OF THE INDIVIDUAL'S BASE COMPENSATION. THESE PAYMENTS ARE CONSIDERED NON-FIXED AS THEY ARE DISCRETIONARY IN NATURE AND ARE BASED PRIMARILY ON PERFORMANCE, WHICH DOES NOT INCLUDE PERFORMANCE BASED UPON NET INCOME OR REVENUE. THIS BONUS PLAN IS REVIEWED AND APPROVED BY THE BOARD OF DIRECTORS. FORM 990, PART I, LINE 6, NUMBER OF VOLUNTEERS: ACT HAS STATE ORGANIZATIONS THAT SERVE AS ADVISORY AND ADVOCACY GROUPS TO FACILITATE COMMUNICATIONS BETWEEN ACT AND THE EDUCATIONAL INSTITUTIONS AND AGENCIES THAT PARTICIPATE IN ACT PROGRAMS. THESE ORGANIZATIONS ARE NOT SEPARATE LEGAL ENTITIES, BUT DO HAVE ORGANIZING BYLAWS. THE STATE ORGANIZATIONS PROVIDE FEEDBACK TO ACT ON ITS PROGRAMS AS THEY RELATE TO THE INFORMATION NEEDS OF INDIVIDUALS, SCHOOLS, AND AGENCIES IN THE STATE. THERE ARE 657 REPRESENTATIVES INCLUDING EDUCATORS, AGENCY PERSONNEL, LEADERS OF STATE ASSOCIATIONS, AND WORKFORCE PROFESSIONALS WHO ACTIVELY VOLUNTEER THEIR TIME TO SERVE IN AN ADVISORY CAPACITY BY ATTENDING MEETINGS WITH ACT REGIONAL AND NATIONAL OFFICE STAFF TO PROVIDE INPUT. FORM 990, PART VI, SECTION A, LINE 2 JOSEPH A. AGUERREBERE, JR. HAS A BUSINESS RELATIONSHIP WITH SARITA E. BROWN TO THE EXTENT HE IS A DIRECTOR OF A TAX-EXEMPT ORGANIZATION THAT EMPLOYS SARITA E. BROWN. SOME CURRENT AND FORMER OFFICERS, DIRECTORS, AND KEY EMPLOYEES HAVE A BUSINESS RELATIONSHIP WITH OTHER CURRENT AND FORMER OFFICERS, DIRECTORS, AND KEY EMPLOYEES TO THE EXTENT THAT THEY ALSO SERVE TOGETHER ON THE BOARDS OF OTHER RELATED ENTITIES: (1) MARTEN ROORDA AND THOMAS J. GOEDKEN ARE DIRECTORS OF ACT INTERNATIONAL B.V. (2) MARTEN ROORDA AND THOMAS J. GOEDKEN ARE DIRECTORS OF ACT EDUCATION SOLUTIONS LTD (HONG KONG). (3) MARTEN ROORDA AND THOMAS J. GOEDKEN ARE DIRECTORS OF ACT EDUCATION SOLUTIONS (AUSTRALIA) PTY LTD. (4) MARTEN ROORDA AND THOMAS J. GOEDKEN ARE DIRECTORS OF ACT INFORMATION CONSULTING (SHANGHAI) CO LTD. (5) MARTEN ROORDA AND THOMAS J. GOEDKEN ARE DIRECTORS OF ACT BUSINESS SOLUTIONS B.V. (6) THOMAS J. GOEDKEN, JANET E. GODWIN, AND SARA NETOLICKY ARE DIRECTORS OF ACT ASSESSMENT TECHNOLOGIES, INC. (7) THOMAS J. GOEDKEN AND MARTEN ROORDA ARE DIRECTORS OF ACT ASPIRE, LLC. (8) MARTEN ROORDA, THOMAS J. GOEDKEN, AND SUZANA DELANGHE ARE DIRCTORS OF PROFESSINAL EXAMINATION SERVICE. FORM 990, PART VI, SECTION B, LINE 11B PROCEDURES FOR REVIEW OF FORM 990 THE AUDIT COMMITTEE OF THE CORPORATION CONDUCTS A SUBSTANTIVE REVIEW OF THE FORM 990 PRIOR TO ITS FILING WITH THE ASSISTANCE OF THE CORPORATION'S SENIOR DIRECTOR OF TAX, PAYROLL AND CONTRACTS AND THE CORPORATION'S CHIEF FINANCIAL OFFICER, COUNSEL, AND STAFF. THE FINAL VERSION OF THE FORM 990 IS PROVIDED TO ALL OF THE MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS BEFORE IT IS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C ACT HAS CREATED AN ETHICS ADVISORY COMMITTEE. MEMBERS OF THE ETHICS ADVISORY COMMITTEE REVIEW CONFLICT OF INTEREST QUESTIONNAIRES SUBMITTED BY EMPLOYEES AND ARE RESPONSIBLE FOR SEEING THAT CONFLICTS OF INTEREST ARE INVESTIGATED AND APPROPRIATELY ADDRESSED. THEY ALSO WORK CLOSELY WITH ACT'S HUMAN RESOURCES DEPARTMENT TO DEVELOP EDUCATION AND TRAINING PROGRAMS FOR EMPLOYEES REGARDING THE CONFLICTS OF INTEREST POLICY AND ETHICS ISSUES. THE ETHICS ADVISORY COMMITTEE REPORTS DIRECTLY TO THE AUDIT COMMITTEE OF ACT'S BOARD OF DIRECTORS. CONFLICT OF INTEREST QUESTIONNAIRES SUBMITTED BY DIRECTORS OR OFFICERS ARE REVIEWED AND ADDRESSED BY THE AUDIT COMMITTEE. FORM 990, PART VI, SECTION B, LINE 15A COMPENSATION OF THE CEO IS DETERMINED BASED UPON A PROCESS THAT INCLUDES CONTEMPORANEOUS DOCUMENTATION AND AN INDEPENDENT COMPENSATION STUDY CONDUCTED BY A PROFESSIONAL FIRM. AMONG OTHER BENCHMARKS, THE STUDY INCLUDES A REVIEW OF COMPENSATION PUBLISHED BY SIMILAR ORGANIZATIONS CONTAINED IN FORM 990. COMPENSATION OF THE CEO IS APPROVED BY THE BOARD BASED UPON THE RECOMMENDATION OF THE COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION B, LINE 15B: COMPENSATION OF ALL OTHER OFFICERS AND KEY EMPLOYEES IS ESTABLISHED UNDER ACT'S COMPENSATION POLICY. THE CEO APPROVES THE COMPENSATION FOR ALL OTHER OFFICERS. FORM 990, PART VI, SECTION C, LINE 19 ACT DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. FORM 990, PART VII, SECTION A, BOARD MEMBER COMPENSATION: PER ACT POLICY, BOARD MEMBERS ARE EXPECTED TO PARTICIPATE IN FOUR THREE-DAY BOARD MEETINGS, COMMITTEE MEETINGS THAT OCCUR THROUGHOUT THE YEAR, AND AT OTHER TIMES TO DISCUSS IMPORTANT AND STRATEGIC MATTERS PERTAINING TO ACT. IN EXCHANGE FOR THEIR VALUABLE TIME AND SERVICE, ACT COMPENSATES THE BOARD WITH AN ANNUAL AMOUNT THAT IS PRORATED FOR MEETING ATTENDANCE AND PARTIAL YEARS OF SERVICE. THE CHAIRMAN OF THE BOARD AND COMMITTEE CHAIRS, AS WELL AS BOARD MEMBERS WHO ARE REQUESTED TO PROVIDE TIME OTHER THAN FOR MEETING ATTENDANCE, RECEIVE ADDITIONAL COMPENSATION AT A COMMENSURATE RATE. IN ADDITION TO SERVING AS A VOTING MEMBER OF THE BOARD OF DIRECTORS, MARTEN ROORDA ALSO SERVES AS CEO OF ACT. HIS COMPENSATION AS CEO IS DISCLOSED ON FORM 990, PART VII, SECTION A AND SCHEDULE J. HE RECEIVES NO ADDITIONAL COMPENSATION FOR SERVICE AS A MEMBER OF THE BOARD OF DIRECTORS. FORM 990, PART VII, SECTION A, LINE 1A, COLUMN (B), AVERAGE HOURS PER WEEK: HOURS LISTED FOR EACH INDIVIDUAL ARE REPORTED ON A CALENDAR YEAR BASIS. HOURS REPORTED FOR EMPLOYEES REPRESENT RECORDED PAYROLL HOURS. ACTUAL HOURS WORKED MAY EXCEED THE HOURS REPORTED. FORM 990, PART IX, LINE 11G COMPUTER PROCESSING-EXTERNAL: PROGRAM SERVICE EXPENSES 16,010,468. MANAGEMENT AND GENERAL EXPENSES 182,951. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 16,193,419. TEMPORARY LABOR: PROGRAM SERVICE EXPENSES 24,338,859. MANAGEMENT AND GENERAL EXPENSES 126,977. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 24,465,836. CONSULTING FEES: PROGRAM SERVICE EXPENSES 16,467,334. MANAGEMENT AND GENERAL EXPENSES 828,369. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 17,295,703. OTHER SERVICES & FEES: PROGRAM SERVICE EXPENSES 16,467,334. MANAGEMENT AND GENERAL EXPENSES 828,369. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 17,295,703. ESSAY SCORING: PROGRAM SERVICE EXPENSES 13,118,728. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 13,118,728. PASS THROUGH EXPENSES: PROGRAM SERVICE EXPENSES 11,538,528. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 11,538,528. COMPUTER PROGRAMMING-EXTERNAL: PROGRAM SERVICE EXPENSES 1,985,736. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,985,736. OTHER DATA PROCESSING: PROGRAM SERVICE EXPENSES 1,396,529. MANAGEMENT AND GENERAL EXPENSES 59,532. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,456,061. ITEM DEVELOPMENT: PROGRAM SERVICE EXPENSES 621,921. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 621,921. HONORARIA OTHER: PROGRAM SERVICE EXPENSES 29,100. MANAGEMENT AND GENERAL EXPENSES 9,000. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 38,100. OTHER OPERATING EXPENSE: PROGRAM SERVICE EXPENSES 344,489. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 344,489. FORM 990, PART XI, LINE 9: NET APPRECIATION IN FAIR VALUE OF INTEREST RATE SWAPS 311,482. INCREASE IN NET ASSETS - ACT INTERNATIONAL CONSOLIDATED 121,573. (DECREASE) IN NET ASSETS - ACT ASSESSMENT TECHNOLOGIES CONSOLIDATED -18,580,840. (DECREASE) IN NET ASSETS - ACT FOUNDATION -32,255,905. INCREASE IN NET ASSETS - CONTRIBUTION DUE TO MERGER WITH ACT FOUNDATION 32,719,612. INCREASE IN NET ASSETS - PROFESSIONAL EXAMINATION SERVICE 7,638,646. EQUITY IN NET LOSS OF NONMARKETABLE EQUITY SECURITIES -1,983,934. FORM 990, PART XII, LINE 2C, RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT: THE ORGANIZATION'S AUDIT COMMITTEE ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF AN INDEPENDENT ACCOUNTANT. PACIFIC METRICS LLC (EFF 83117) 1 LWR RAGDALE BLDG 1 STE 150 MONTEREY CA 93940 943378681 TESTING SERVICES CA 0 2290136 ACT INC ACT FOUNDATION 500 ACT DRIVE IOWA CITY IA 52243 272574917 TO SUPPORT THE ACTIVITIES OF ACT, INC. IA 501(C)(3) LINE 12A, I ACT INC 1 PROFESSIONAL EXAMINATION SERVICE 475 RIVERSIDE DRIVE NEW YORK NY 10115 237097173 TESTING SERVICES MO 501(C)(3) LINE 10 ACT INC 1 ACT ASPIRE LLC 110 5TH ST STE 270 CORALVILLE IA 52241 455560033 TESTING SERVICES DE ACT INC RELATED -987551 27459748 0 0 0.50000 ACT EDUCATION SOLUTIONS LTD (HONG KONG) ROOM 2503 BANK OF AMERICA TOWER 1 HONG KONG HK TESTING SERVICES HK ACT INTERNATIONAL BV C 820079 2694691 1.00000 1 ACT INTERNATIONAL BV NARITAWEG 165 1043 BW AMSTERDAM NL HOLDING COMPANY NL ACT INC C 1.00000 1 ACT BUSINESS SOLUTIONS BV NARITAWEG 165 1043 BW AMSTERDAM NL TESTING SERVICES NL ACT INTERNATIONAL BV C 1.00000 1 ACT EDUCATION SOLUTIONS (AUSTRALIA) PTY LTD SUITE 1201 LEVEL 12 275 ALFRED ST NORTH SYDNEY NSW AS TESTING SERVICES AS ACT EDUCATION SOLUTIONS LTD (HONG KONG) C 688587 696763 1.00000 1 ACT EDUCATION SOLUTIONS (KOREA) INC ROOM 2503 BANK OF AMERICA TOWER 1 HONG KONG HK TESTING SERVICES KS ACT EDUCATION SOLUTIONS LTD (HONG KONG) C 11825 1.00000 1 ACT INFORMATION CONSULTING (SHANGHAI) CO LTD RM 1204 TIAN AN CTR 338 NANJING W SHANGHAI CH TESTING SERVICES CH ACT EDUCATION SOLUTIONS LTD (HONG KONG) C 2435125 3786203 1.00000 1 ACT ASSESSMENT TECHNOLOGIES INC (FKA ACT BRIDGE INC) 950 E PACES FERRY ROAD NE SUITE 155 ATLANTA GA 30326 461405341 TESTING SERVICES DE ACT INC C 6000 41367272 1.00000 1 PACIFIC METRICS CORPORATION (UNTIL 83117) 1 LWR RAGDALE BLDG 1 STE 150 MONTEREY CA 93940 943378681 TESTING SERVICES CA ACT ASSESSMENT TECHNOLOGIES INC C 22958701 1.00000 1 OPENED INC 746 THE ALMEDA SUITE 20 SAN JOSE CA 52126 460946927 TESTING SERVICES DE ACT ASSESSMENT TECHNOLOGIES INC C 56483 14364337 1.00000 1 0 1 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 0 1 ACT EDUCATION SOLUTIONS LTD (HONG KONG) L 147429 WRITTEN CONTRACT ACT FOUNDATION B 601077 CASH ACT FOUNDATION S 32719612 COST ACT ASSESSMENT TECHNOLOGIES INC B 9840000 CASH ACT ASSESSMENT TECHNOLOGIES INC Q 742332 WRITTEN CONTRACT PACIFIC METRICS CORPORATION B 5004269 CASH PACIFIC METRICS CORPORATION M 20631435 WRITTEN CONTRACT PACIFIC METRICS CORPORATION Q 61783 WRITTEN CONTRACT ACT ASPIRE LLC L 12272220 WRITTEN CONTRACT ACT ASPIRE LLC M 11538528 WRITTEN CONTRACT ACT BUSINESS SOLUTIONS BV M 60739 WRITTEN CONTRACT PROFESSIONAL EXAMINATION SERVICE B 2500000 CASH SCHEDULE R, PART III: ACT ASPIRE, LLC IS REPORTED ON SCH R, PART III AS A RELATED ORGANIZATION DUE TO ACT'S AUTHORITY TO APPOINT FOUR OF THE SEVEN TOTAL VOTING DIRECTORS THAT GOVERN ACT ASPIRE, LLC. ACT DOES NOT OWN MORE THAN A 50% PROFITS OR CAPITAL INTEREST IN ACT ASPIRE, LLC. THEREFORE, ACT ASPIRE, LLC IS NOT A SECTION 512(B)(13) CONTROLLED ENTITY. SCHEDULE R, PART V, LINE 1S, OTHER TRANSFER OF CASH OR PROPERTY FROM RELATED ORGANIZATION(S): EFFECTIVE 12/31/2016, THE ACTIVITIES OF ACT FOUNDATION WERE MERGED INTO ACT, INC. AND THE NET ASETS OF ACT FOUNDATION WERE TRANSFERRED TO ACT,INC. PRIOR TO THE MERGER, ACT FOUNDATION WAS A SUPPORTING ORGANIZATION OF ACT, INC.