2016-11-11T06:45:41-06:00 2015-12-31 861065772 DELOITTE TAX LLP TWO JERICHO PLAZA JERICHO NY 11753 990 2015-01-01 131854667 INTERNATIONAL COUNCIL OF SHOPPING CENTERS INC INTE 6467283607 1221 AVENUE OF THE AMERICAS 41ST FL NEW YORK NY 10020 STEFAN FREIBERG TREASURER & CFO 6467283607 2016-11-10 1 CHRISTINE KAWECKI P00743140 5169187000 2016-11-10 2015 2017-02-10 21:41:12Z THOMAS MCGEE 1221 AVENUE OF THE AMERICAS 41ST FL NEW YORK NY 10020 77391646 0 X WWW.ICSC.ORG X 1962 NY SEE SCHEDULE O. 46 46 230 1191 4048371 -2222415 0 0 70188336 70571455 7124518 6140339 42548 115360 77355402 76827154 142091 13275 0 0 26767840 33624337 0 0 0 42589405 39844044 69499336 73481656 7856066 3345498 124257286 126721570 62290749 61240691 61966537 65480879 X SEE SCHEDULE O. 0 0 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. AT RECON IN 2015 OVER 37K ATTENDED. 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 MAKINGS 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 FROM THEIR OWN. AT NEW YORK DEAL MAKING IN 2015 OVER 10K ATTENDED. 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. OVER 72K ATTENDEES TO OUR VARIOUS MEETINGS AND CONFERENCES. 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. OVER 5K ATTENDEES TO OUR VARIOUS SEMINARS AND EDUCATIONAL PROGRAMS. 0 0 0 1 0 0 0 0 0 1 0 0 0 1 1 0 1 0 1 1 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 X 407 0 1 230 1 1 1 1 CA MX EZ UK 0 0 0 0 X 46 46 0 0 1 0 1 1 0 1 1 0 1 1 0 1 1 1 1 1 1 1 0 X STEFAN FREIBERG 6467283607 1221 AVE OF THE AMERICAS 41ST FLOOR NEW YORK NY 100201099 ADAM W IFSHIN BOARD MEMBER 1.00 X 0 0 0 ALFREDO J COHEN BOARD MEMBER 1.00 X 0 0 0 ANDREW W BRIEN BOARD MEMBER 1.00 X 0 0 0 ARTURO SNEIDER BOARD MEMBER 1.00 X 0 0 0 BRAD HUTENSKY BOARD MEMBER 1.00 X 0 0 0 BRIAN M SMITH BOARD MEMBER 1.00 X 0 0 0 CARL L GOERTEMOELLER BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 CARLOS MEDEIROS BOARD MEMBER 1.00 X 0 0 0 DAVID B HENRY BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 DAVID C ZOBA BOARD MEMBER 1.00 X 0 0 0 DAVID J LARUE BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 DONALD C WOOD BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 DOUGLAS H TILSON BOARD MEMBER 1.00 X 0 0 0 ELIZABETH I HOLLAND CHAIRMAN 1.00 X 0 0 0 GAR HERRING BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 GREG MALONEY BOARD MEMBER 1.00 X 0 0 0 HOLLY COHEN BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 JAMES L LAMPASSI BOARD MEMBER 1.00 X 0 0 0 JASON S MOZINGO BOARD MEMBER 1.00 X 0 0 0 JEFFREY GAUL BOARD MEMBER 1.00 X 0 0 0 JIM SUD BOARD MEMBER 1.00 X 0 0 0 JODIE W MCLEAN BOARD MEMBER 1.00 X 0 0 0 JOHN A STRACHAN BOARD MEMBER 1.00 X 0 0 0 JOHN C DOLSON BOARD MEMBER 1.00 X 0 0 0 JOHN M SULLIVAN BOARD MEMBER 1.00 X 0 0 0 JOHN N HAUGH BOARD MEMBER 1.00 X 0 0 0 JOSEPH F CORADINO BOARD MEMBER 1.00 X 0 0 0 KAREN B CASE BOARD MEMBER 1.00 X 0 0 0 KAREN FLAVELLE BOARD MEMBER 1.00 X 0 0 0 KAREN L ROBERTS BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 KENNETH F BERNSTEIN BOARD MEMBER 1.00 X 0 0 0 KIM ELLIS BOARD MEMBER 1.00 X 0 0 0 LAURALEE E MARTIN BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 MARCUS WILD BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 MARK A SCHURGIN BOARD MEMBER 1.00 X 0 0 0 MARK D GIBSON BOARD MEMBER 1.00 X 0 0 0 MARK MYERS BOARD MEMBER 1.00 X 0 0 0 MARTIN A MAYER BOARD MEMBER 1.00 X 0 0 0 MICHAEL A CARROLL BOARD MEMBER 1.00 X 0 0 0 MICHAEL J GRAZIANO BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 MICHAEL RODEL BOARD MEMBER 1.00 X 0 0 0 MOHAMMAD IQBAL ALAWI BOARD MEMBER 1.00 X 0 0 0 PATRICIA M BLASI BOARD MEMBER 1.00 X 0 0 0 PETER BALLON BOARD MEMBER 1.00 X 0 0 0 PETER R GOLD BOARD MEMBER 1.00 X 0 0 0 PETER SCHWARTZ BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 PETER SHARPE BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 RICHARD C COPPOLA BOARD MEMBER 1.00 X 0 0 0 RICHARD J KUHLE BOARD MEMBER 1.00 X 0 0 0 ROBERT F WELANETZ BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 RONALD A ALTOON BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 SANDEEP L MATHRANI BOARD MEMBER 1.00 X 0 0 0 SCOTT NELSON BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 SETH D GELDZAHLER BOARD MEMBER 1.00 X 0 0 0 STEPHEN D LEBOVITZ VICE CHAIRMAN 1.00 X 0 0 0 STEVEN B TANGER BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 STEVEN G VITTORIO BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 SUK SINGH BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 SUK SINGH BOARD MEMBER 1.00 X 0 0 0 TERRY R MONTESI BOARD MEMBER 1.00 X 0 0 0 THOMAS J CONNOLLY BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 THOMAS M FLEXNER BOARD MEMBER 1.00 X 0 0 0 VALERIE RICHARDSON BOARD MEMBER 1.00 X 0 0 0 VINCENT A CORNO BOARD MEMBER 1.00 X 0 0 0 WILLIAM B HORNER BOARD MEMBER 1.00 X 0 0 0 WILLIAM S TAUBMAN BOARD MEMBER THRU MAY 2015 1.00 X 0 0 0 GLEN HALE SVP & CFO 40.00 1.00 X 380840 0 37876 GREGORY PETERSON STAFF VP & GENERAL COUNSEL 40.00 X 262351 0 487095 MICHAEL KERCHEVAL PRESIDENT & CEO 40.00 1.00 X 1982807 0 2862313 THOMAS MCGEE PRESIDENT & CEO 40.00 1.00 X 602793 0 9248 BETSY LAIRD SENIOR STAFF VP, CHIEF GLOBAL 40.00 X 405260 0 39184 JOHN C EMMERT EXECUTIVE VP & COO 40.00 1.00 X 453863 0 38486 MALACHY KAVANAGH SVP PROGRAMS & SERVICES 40.00 X 369355 0 37622 MARVIN MORRISON SVP, PROGRAMS & SERVICES 40.00 X 364739 0 2830 TIMOTHY MCGUINESS VP, GLOBAL TRADE EXPOSITION 40.00 X 362259 0 40243 5184267 0 3554897 55 0 1 0 MARXPRO LTD 6007 S 40TH STREET PHOENIX AZ 85042 FULL SERVICE AUDIO VISUAL/ PRODUCTION 1310532 GLOBAL EXPERIENCE SPECIALISTS PO BOX 96174 CHICAGO IL 60693 PRODUCTION SET UP SERVICES 930105 FINN PARTNERS 301 E 57TH STREET NEW YORK NY 10022 MEDIA RELATIONS/PR FIRM 821264 CENTERPLATE 650 SOUTH GRIFFIN STREET DALLAS TX 75202 CATERERS 666694 CREEL 6330 W SUNSET ROAD LAS VEGAS NV 89118 PRINTING SERVICES FOR EVENTS 552692 60 CONVENTIONS 900099 31295996 31295996 MEETINGS & CONFERENCES 900099 17801372 17801372 MEMBERSHIP DUES 900099 14874533 14874533 PUBLICATIONS 541800 4480613 432242 4048371 PROFESSIONAL RECOGNITI 900099 609099 609099 1509842 1509842 70571455 2227176 2227176 17362 0 17362 17362 17362 4477655 564492 3913163 3913163 3913163 MISC 900099 83248 83248 LABELS 900099 14750 14750 97998 76827154 66621082 4048371 6157701 13275 13860756 11831676 6855899 1076006 731143 355570 546634 127899 2599258 990860 456551 4853928 500828 24954528 97747 676376 313706 FOREIGN EXCHANGE LOSSES 1335014 TRAINING 862240 TEMPORARY HELP 192974 STAFF FUNCTION 95448 153340 73481656 17079078 10526718 2467006 1563248 1745220 2507664 2359870 16236542 12720209 3779211 3516333 94535658 101383453 1800000 1800000 2992427 2922970 124257286 126721570 11061895 11248751 9398517 9508003 41830337 40483937 62290749 61240691 X 61966537 65480879 61966537 65480879 124257286 126721570 X 3345498 -6159853 6328697 X 0 1 X 1 0 0 0 1 15046591 836403 424086 1260489 545941 714548 8418653 6027603 2391050 7817889 6692606 1125283 3516333 EMPLOYEE RETIREMENT OBLIGATIONS 29609178 ADVANCE REGISTRATIONS AND SUBSCRIPTIONS 10874759 40483937 X PART X, LINE 2: MANAGEMENT HAS EVALUATED THE COUNCILS'S TAX POSITION AND HAS CONCLUDED THAT THE COUNCIL HAD TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENTS TO THE CONSOLIDATED FINANCIAL STATEMENTS. WITH FEW EXCEPTIONS, THE COUNCIL IS NO LONGER SUBJECT TO INCOME TAX EXAMINATION BY U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2012. 1 EUROPE (INCLUDING ICELAND AND GREENLAND) 1 13 PROGRAM SERVICES CONFERENCES AND SEMINARS ON RETAIL REAL ESTATE 3156132 EAST ASIA AND THE PACIFIC 2 7 PROGRAM SERVICES CONFERENCES AND SEMINARS ON RETAIL REAL ESTATE 1512406 CENTRAL AMERICA & THE CARIBBEAN 1 1 PROGRAM SERVICES CONFERENCES AND SEMINARS ON RETAIL REAL ESTATE 895559 NORTH AMERICA 1 1 PROGRAM SERVICES CONFERENCES AND SEMINARS ON RETAIL REAL ESTATE 1132795 MIDDLE EAST AND NORTH AFRICA 0 1 PROGRAM SERVICES CONFERENCES AND SEMINARS ON RETAIL REAL ESTATE 811736 SOUTH ASIA 0 0 PROGRAM SERVICES CONFERENCES AND SEMINARS ON RETAIL REAL ESTATE 23341 5 23 0 0 5 23 7531969 0 7531969 NORTH AMERICA RETAIL REAL ESTATE INDUSTRY ADMINISTRATION 13275 ELECTRONIC FUND/WIRE TRANSFER BOOK 1 0 0 0 0 0 0 1 PART I, LINE 2: ICSC CONTROLS THE ICSC FOUNDATION CANADA AND MONITORS ALL GRANTS AND AWARDS. ICSC MADE A GRANT IN 2015 TO THE CANADIAN FOUNDATION. THE ICSC FOUNDATION CANADA IS A SEPARATELY INCORPORATED NOT-FOR-PROFIT THAT WAS FORMED TO PROVIDE SCHOLARSHIPS, FELLOWSHIPS AND RESEARCH GRANTS FOR UNIVERSITY BASED EDUCATIONAL PROGRAMS IN THE RETAIL REAL ESTATE INDUSTRY IN CANADA. THE ICSC FOUNDATION CANADA IS FUNDED BY GRANTS FROM ICSC AND THE GENERAL PUBLIC AND IS A SUPPORTING ORGANIZATION OF ICSC. THE ICSC FOUNDATION CANADA IS A CONTROLLED ENTITY OF ICSC AND ICSC MONITORS AND SUPERVISES THE FUNDS IT GRANTS TO THE ICSC FOUNDATION CANADA TO ENSURE THAT SUCH FUNDS ARE USED TO SUPPORT THE RETAIL REAL ESTATE INDUSTRY. PART I, LINE 3: ICSC HOLDS MEETINGS, CONFERENCES AND SEMINARS GLOBALLY. EXPENSES SPENT ON THOSE MEETINGS, CONFERENCES AND SEMINARS ARE USED TO ACCOUNT FOR EXPENDITURES OUTSIDE OF THE UNITED STATES. X X X 1 1 X X X X X 0 1 0 GLEN HALE SVP & CFO 252614 0 127550 0 676 0 9938 0 27938 0 418716 0 0 0 GREGORY PETERSON STAFF VP & GENERAL COUNSEL 249889 0 0 0 12462 0 474230 0 12865 0 749446 0 0 0 MICHAEL KERCHEVAL PRESIDENT & CEO 811207 0 1153600 0 18000 0 2844334 0 17979 0 4845120 0 0 0 THOMAS MCGEE PRESIDENT & CEO 269231 0 333562 0 0 0 0 0 9248 0 612041 0 0 0 BETSY LAIRD SENIOR STAFF VP, CHIEF GLOBAL 327368 0 75400 0 2492 0 9563 0 29621 0 444444 0 0 0 JOHN C EMMERT EXECUTIVE VP & COO 366871 0 84500 0 2492 0 9428 0 29058 0 492349 0 0 0 MALACHY KAVANAGH SVP PROGRAMS & SERVICES 299122 0 68900 0 1333 0 9709 0 27913 0 406977 0 0 0 MARVIN MORRISON SVP, PROGRAMS & SERVICES 364211 0 0 0 528 0 627 0 2203 0 367569 0 0 0 TIMOTHY MCGUINESS VP, GLOBAL TRADE EXPOSITION 302892 0 56875 0 2492 0 12240 0 28003 0 402502 0 0 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 2015. PART I, LINE 4B THE PRESIDENT & CEO IS THE SOLE PARTICIPANT OF THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. FORM 990, PART I, LINE 1 ICSC'S PRIMARY EXEMPT PURPOSE IS TO PROMOTE AND IMPROVE THE CONDITIONS OF THE SHOPPING CENTER INDUSTRY THROUGH PROFESSIONAL EDUCATION, CONFERENCES, PUBLICATIONS, RESEARCH AND LEGISLATIVE ACTION. FORM 990, PART III, LINE 1 THE PURPOSE OF THE COUNCIL IS TO ADVANCE THE SHOPPING CENTER INDUSTRY AND TO PROMOTE ITS ROLE IN THE COMMERCIAL DISTRIBUTION OF CONSUMER GOODS AND SERVICES BY: (1) PROVIDING EDUCATIONAL PROGRAMS AND PUBLICATIONS IN ALL ASPECTS OF SHOPPING CENTER DEVELOPMENT, FINANCE, MANAGEMENT, MARKETING AND OTHER SPECIALIZED AREAS OF PROFESSIONAL INTEREST; (2) CONDUCTING MEETINGS AND OTHER PROGRAMS DESIGNED TO PROMOTE THE EXCHANGE OF IDEAS AMONG MEMBERS AND TO FACILITATE THE CONDUCT OF THEIR BUSINESS; (3) COLLECTING AND DISSEMINATING INFORMATION PERTAINING TO THE SHOPPING CENTER INDUSTRY, INCLUDING STATISTICAL DATA AND OTHER STATISTICAL RESEARCH; (4) DEVELOPING AND MAINTAINING PROFESSIONAL CERTIFICATION PROGRAMS TO ENCOURAGE HIGH STANDARDS FOR SHOPPING CENTER PROFESSIONALS; (5) ADVOCATING THE INTEREST OF THE SHOPPING CENTER INDUSTRY TO LOCAL, STATE/PROVINCIAL, FEDERAL AND INTERNATIONAL GOVERNMENTAL BODIES; AND (6) PUBLICIZING TO THE GENERAL PUBLIC PROMOTIONAL AND EDUCATIONAL SHOPPING CENTER BUSINESS INFORMATION. FORM 990, PART VI, SECTION A, LINE 4 ON SEPTEMBER 25, 2015, THE BOARD OF TRUSTEES VOTED TO APPROVE AN UPDATE TO THE ICSC BYLAWS. UNDER THE NEW STRUCTURE, THE BOARD OF TRUSTEES ("BOT") WILL PERFORM A HIGH-LEVEL ADVISORY ROLE, WHILE A SUBSET OF THE BOT KNOWN AS THE EXECUTIVE BOARD ("EB") TAKES ON RESPONSIBILITY FOR ALL POLICY AND GOVERNANCE. THIS IS A CHANGE FROM THE OLD STRUCTURE IN WHICH THE LARGER BOT HELD ALL GOVERNING AUTHORITY. THIS REDUCTION OF MEMBERS WITH ULTIMATE DECISION MAKING AUTHORITY WAS MADE TO GIVE MORE FOCUS TO BUSINESS MEETINGS AND CREATE GREATER RESPONSIVENESS FOR POLICY AND GOVERNANCE ACTIONS. THE BOT WILL HAVE CONTROL OVER THE EXECUTIVE BOARD AND WILL BE RESPONSIBLE FOR THE (I) ANNUAL ELECTION OF THE EXECUTIVE BOARD MEMBERS (AND HAS THE POWER TO REMOVE MEMBERS); (II) ANNUAL ELECTION OF THE ICSC CHAIRMAN AND VICE CHAIRMAN; AND (III) APPROVAL OF ALL CHANGES TO THE BYLAWS. THE BOT WILL CONTINUE TO MEET TWO TO THREE TIMES EACH YEAR TO ENGAGE IN INDUSTRY DISCUSSIONS AND IDEA EXCHANGE. THE BOT CONSISTS OF 52-57 MEMBERS ELECTED BY A MAJORITY OF REGULAR COMPANY MEMBERS AT THE ANNUAL MEETING OF MEMBERS. MEMBERS OF THE BOT SERVE A THREE YEAR TERM WITH A MAXIMUM OF TWO CONSECUTIVE TERMS. THE EB IS THE SUBSET OF THE BOT THAT HAS BEEN VESTED WITH ALL POLICY AND GOVERNING AUTHORITY FOR ICSC. THE EB IS COMPRISED OF 12-15 CURRENT TRUSTEES ELECTED TO THE EB BY THE BOT TO REPRESENT THE DIVERSE MAKEUP OF ICSC IN TERMS OF GEOGRAPHY, PARTICIPATION OF VOLUNTEERS, AND TYPE OF COMPANY. VOTING MEMBERS OF THE EB SERVE A THREE-YEAR TERM WITH A MAXIMUM OF TWO CONSECUTIVE TERMS. THIS IS A CHANGE FROM THE OLD EXECUTIVE COMMITTEE STRUCTURE, WHICH HAD MORE LIMITED POWERS AND INCLUDED 21 EXECUTIVE COMMITTEE MEMBERS APPOINTED BY THE ICSC CHAIRMAN (WITH ONLY THE OFFICERS ELECTED BY THE BOARD). THERE ARE THREE VOTING OFFICERS OF THE EB (CHAIRMAN, VICE CHAIRMAN, AND PAST CHAIRMAN) WHO EACH SERVE A ONE-YEAR TERM. THE CHAIRMAN WILL CHAIR BOTH THE EB AND THE BOT AND IS RESPONSIBLE FOR APPOINTING (WITH EB APPROVAL) STANDING COMMITTEE CHAIRS; AD HOC COMMITTEE MEMBERS AND CHAIRS; AND THE DIVISIONAL VICE PRESIDENTS. THE VICE CHAIR IS A NEWLY CREATED POSITION. HE OR SHE WILL PERFORM THE DUTIES OF CHAIRMAN WHEN THE CHAIRMAN IS UNAVAILABLE. THE CEO/PRESIDENT, TREASURER/CFO AND SECRETARY/GENERAL COUNSEL OF ICSC WILL NOW SERVE AS NON-VOTING EX-OFFICIO OFFICERS OF THE EB. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION IS A MEMBER ORGANIZATION OF THOSE INTERESTED IN THE RETAIL REAL ESTATE INDUSTRY. FORM 990, PART VI, SECTION A, LINE 7A THE PROCESS FOR NOMINATING AND APPOINTING THE INTERNATIONAL COUNCIL OF SHOPPING CENTERS' 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 ICSC'S MEMBERS AT AN ANNUAL BOARD MEETING. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 IS REVIEWED BY PRESIDENT & CEO AND CHIEF FINANCIAL OFFICER OF THE ORGANIZATION PRIOR TO ITS FILING WITH THE INTERNAL REVENUE SERVICE (IN PAPER OR ELECTRONIC FORMAT). THE FORM 990 IS AVAILABLE TO THE FULL BOARD OF TRUSTEES UPON REQUEST. 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 THROUGH 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 THE COUNCIL'S GOVERNING DOCUMENTS (BYLAWS) AND ANNUAL REPORT ARE AVAILABLE TO THE PUBLIC ON ITS WEBSITE WWW.ICSC.ORG. THE CONFLICT OF INTEREST POLICY IS ALSO AVAILABLE TO THE PUBLIC ON REQUEST AND AT MANAGEMENT'S DISCRETION. FORM 990, PART XI, LINE 9: ADJUSTMENT TO PENSION BENEFIT 6,328,697. 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