2013-05-14T14:12:33-05:00 2012-06-30 271728945 O'CONNOR DAVIES LLP 665 FIFTH AVENUE NEW YORK NY 10022 990 2011-07-01 130417693 THE ADVERTISING COUNCIL INC ADVE 2129221500 815 SECOND AVENUE 9TH FLOOR NEW YORK NY 10017 JON FISH 2129221500 2013-05-13 1 GARRETT M HIGGINS P00543209 2122862600 2013-05-13 2011 2016-02-24 21:20:13Z JON FISH 815 SECOND AVENUE 9TH FLOOR NEW YORK NY 10017 47042263 0 X HTTP://WWW.ADCOUNCIL.ORG/ X 1942 NY SEE SCHEDULE O 115 114 143 271 0 0 9415045 9864057 31389964 28951530 -163107 1333166 -133440 -138980 40508462 40009773 0 0 0 0 12395122 13135331 32000 34000 1632637 24939425 24844675 37366547 38014006 3141915 1995767 31838838 33009942 13334204 13198361 18504634 19811581 X SEE SCHEDULE O 0 0 30166425 28951530 THE AD COUNCIL'S PUBLIC SERVICE CAMPAIGNS TARGETING THE AMERICAN PEOPLE ARE BEST DEFINED WITHIN FOUR MAJOR PROGRAM AREAS: 1. HEALTH; 2. SAFETY; 3. EDUCATION; AND 4. FAMILY & COMMUNITY.HEALTH ISSUES ARE SIGNIFICANT FOR ALL AMERICANS BECAUSE THEY PROMOTE INDIVIDUAL BEHAVIORS TO BENEFIT BOTH INDIVIDUAL HEALTH OUTCOMES AND THE GREATER HEALTH OF THE COMMUNITY. BECAUSE SO MANY LEADING ILLNESSES AND DISEASES ARE PROVEN TO BE PREVENTABLE BY A HANDFUL OF HEALTH BEHAVIORS, A PRIORITY IS TO UTILIZE COMMUNICATIONS TO EDUCATE THE PUBLIC AND ESTABLISH HEALTHY HABITS AS EARLY ON IN LIFE AS POSSIBLE. THE AD COUNCIL CURRENTLY PROMOTES HEALTHY BEHAVIORS AND BRINGS AWARENESS TO SERIOUS HEALTH ISSUES FACING OUR NATION, INCLUDING CHILDHOOD OBESITY, CHILDREN'S ORAL HEALTH, AUTISM, AND STROKE. PUBLIC SERVICE MESSAGING ADDRESSING SAFETY ISSUES IS IMPERATIVE FOR ALL AMERICANS BECAUSE IT STRIVES TO KEEP THE PEOPLE OF OUR COUNTRY SAFE AND SECURE. COMMUNICATIONS CAN EFFECTIVELY ADDRESS THE POTENTIAL RISK IN THE THREE PLACES WHERE AMERICANS SPEND THE MOST TIME - AT HOME, WORK OR SCHOOL. THE AREAS ADDRESSED BY THE AD COUNCIL IN THIS AREA RANGE FROM INFORMING PARENTS AND CAREGIVERS ON THE IMPORTANCE OF USING THE CORRECT CAR SEAT, THE CONSEQUENCES OF BUZZED DRIVING TO EMERGENCY PREPAREDNESS, BULLYING AND TEXTING WHILE DRIVING.FOR THE PURPOSE OF ITS PUBLIC SERVICE CAMPAIGNS, THE AD COUNCIL BROADLY DEFINES EDUCATION. BY BUILDING COMMUNICATIONS PROGRAMS AROUND KEY EDUCATION AREAS, AD COUNCIL INITIATIVES RAISE AWARENESS OF ISSUES TO STIMULATE DIALOGUE, IMPROVE ATTITUDES AND CHANGE BEHAVIOR. WITHIN THE PROGRAM SERVICE OF EDUCATION, THE AD COUNCIL'S PUBLIC SERVICE MESSAGING INCLUDES CRUCIAL CAMPAIGNS RANGING FROM READING, HIGH SCHOOL DROPOUT PREVENTION ALL THE WAY THROUGH TO FINANCIAL LITERACY AND ADULT EDUCATION. THE AD COUNCIL'S LARGEST PROGRAM SERVICE IS FAMILY & COMMUNITY. OFTEN CONSIDERED THE FABRIC OF OUR SOCIETY, THE AD COUNCIL WORKS TO IMPROVE AND BUILD UPON THE FOUNDATION OF WHAT MAKES A FAMILY STRONG, INCLUDING ADOPTING FROM FOSTER CARE, FATHER INVOLVEMENT AND MAKING SURE NO CHILD GOES HUNGRY. AN EFFECTIVE COMMUNITY WORKS OVER THE LONG-TERM TO FOSTER, ACHIEVE AND SUSTAIN ECONOMIC, ENVIRONMENTAL, CIVIC AND SOCIAL WELL-BEING FOR ITS PEOPLE. AD COUNCIL PUBLIC SERVICE CAMPAIGNS ENCOMPASS KEY FACTORS AFFECTING THE COMMON AND SHARED WELL-BEING OF COMMUNITIES. THE AREAS ADDRESSING OUR COMMUNITY NEEDS INCLUDE: FORECLOSURE PREVENTION, COMMUNITY ENGAGEMENT AND PROTECTING OUR NATURAL RESOURCES. 30166425 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 0 1 0 0 0 0 0 0 1 1 0 0 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 95 0 143 1 0 0 0 0 0 1 1 0 0 1 0 X 115 114 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 1 1 1 1 0 AL AK AZ AR CA CO CT FL GA IL KS KY MA MD ME MI MN MS MO NC ND NH NJ NM NY OH OK OR PA RI SC TN UT VA WA WV WI X X KENNETH M KROLL SVP CONTROLLER 2129841946 815 SECOND AVENUE 9TH FLOOR NEW YORK NY 10017 X PEGGY CONLON SCH J PART III SCH O 42.00 X X 1788880 0 215338 ANDREW ROBERTSON 3.00 X X 0 0 0 TIM ARMSTRONG 2.00 X X 0 0 0 MARC PRITCHARD 2.00 X X 0 0 0 DEBRA LEE 2.00 X X 0 0 0 NANCY HILL 1.00 X X 0 0 0 JAMES BARGE 2.00 X X 0 0 0 BILL ABBOTT 0.50 X 0 0 0 MAGID ABRAHAM 0.50 X 0 0 0 MARK ADDICKS 0.50 X 0 0 0 A SALMAN AMIN 1.00 X 0 0 0 ADAM BAIN 0.50 X 0 0 0 MARK BAYNES 0.50 X 0 0 0 KATHY BEHRENS 0.50 X 0 0 0 TOM BERNARDIN 0.50 X 0 0 0 JONATHAN BLUM 0.50 X 0 0 0 GEORGE BODENHEIMER 0.50 X 0 0 0 JOANNE BRADFORD 0.50 X 0 0 0 SEAN BRATCHES 0.50 X 0 0 0 ANDREW BRENNAN 0.50 X 0 0 0 NICK BRIEN 1.00 X 0 0 0 LEE BROWN 0.50 X 0 0 0 CHUCK BRYMER 0.50 X 0 0 0 CHRISTA CARONE 0.50 X 0 0 0 TOM CARROLL 0.50 X 0 0 0 DAVID CHRISTOPHER 1.00 X 0 0 0 MICHAEL CLINTON 0.50 X 0 0 0 LISA COCHRANE 0.50 X 0 0 0 DEBORAH CONRAD 0.50 X 0 0 0 LAURA CORB 1.00 X 0 0 0 SEAN CUNNINGHAM 0.50 X 0 0 0 JAMES DATRI 0.50 X 0 0 0 MAINARDO DE NARDIS 1.00 X 0 0 0 LAURA DESMOND 0.50 X 0 0 0 LISA DOLLINGER 0.50 X 0 0 0 HOWARD DRAFT 0.50 X 0 0 0 DAVID EASTMAN 0.50 X 0 0 0 WILLIAM ECCLESHARE 0.50 X 0 0 0 RICHARD EDELMAN 1.00 X 0 0 0 RICH EIGENDORFF 0.50 X 0 0 0 PAMELA EL 0.50 X 0 0 0 GARY ELLIOTT 0.50 X 0 0 0 ANDY ENGLAND 1.00 X 0 0 0 ERICA FARBER 0.50 X 0 0 0 JEFF FARIN 0.50 X 0 0 0 ANNE FINUCANE 0.50 X 0 0 0 DAVID FISCHER 0.50 X 0 0 0 LAUREN FLAHERTY 0.50 X 0 0 0 NANCY FLETCHER 0.50 X 0 0 0 MARIA LUISA FRANCOLI 0.50 X 0 0 0 ALFREDO GANGOTENA 0.50 X 0 0 0 MARGO GEORGIADIS 0.50 X 0 0 0 MARK GIBSON 0.50 X 0 0 0 NEIL GOLDEN 0.50 X 0 0 0 BOB GREENBERG 0.50 X 0 0 0 PAUL GUYARDO 0.50 X 0 0 0 JACK HABER 0.50 X 0 0 0 BILL HAGELSTEIN 0.50 X 0 0 0 BONNIE HAMMER 0.50 X 0 0 0 BRIAN HANSBERRY 0.50 X 0 0 0 DAVID HASLINGDEN 0.50 X 0 0 0 SCOTT HERMAN 0.50 X 0 0 0 MARTY HOMLISH 0.50 X 0 0 0 DAVID HUNKE 0.50 X 0 0 0 SUE HUNT 0.50 X 0 0 0 JOHN INGERSOLL 0.50 X 0 0 0 MICHAEL KELLY 1.00 X 0 0 0 DAVID KENNY 0.50 X 0 0 0 PETER KRIVKOVICH 0.50 X 0 0 0 STEPHEN LACY 1.50 X 0 0 0 STEVEN LANZANO 0.50 X 0 0 0 DAVID LEVY 0.50 X 0 0 0 ANN LEWNES 0.50 X 0 0 0 NINA LINK 0.50 X 0 0 0 ROBERT LIODICE 1.00 X 0 0 0 CAROLINE LITTLE 0.50 X 0 0 0 ROBERT LORD 0.50 X 0 0 0 ANTONIO LUCIO 1.00 X 0 0 0 BILL LUDWIG 0.50 X 0 0 0 ALAN MARKS 0.50 X 0 0 0 ROB MASTER 0.50 X 0 0 0 COLIN MCCONNELL 0.50 X 0 0 0 PETER MCDONOUGH 0.50 X 0 0 0 MAUREEN MCGUIRE 0.50 X 0 0 0 CHARLOTTE MCKINES 0.50 X 0 0 0 JAMIE MOLDAFSKY 0.50 X 0 0 0 NIGEL MORRIS 0.50 X 0 0 0 STEVE MOSKO 0.50 X 0 0 0 JO MUSE 0.50 X 0 0 0 ROB NORMAN 0.50 X 0 0 0 BILL OGLE 0.50 X 0 0 0 ANTHONY PALMER 0.50 X 0 0 0 STEVE PHELPS 0.50 X 0 0 0 MICHAEL POWELL 0.50 X 0 0 0 STEPHEN QUINN 0.50 X 0 0 0 KAREN QUINTOS 0.50 X 0 0 0 SCOTT REMY 0.50 X 0 0 0 SYLIVA REYNOLDS 0.50 X 0 0 0 DESIREE ROGERS 0.50 X 0 0 0 MICHAEL ROTH 0.50 X 0 0 0 RANDALL ROTHENBERG 1.00 X 0 0 0 DAVID SABLE 0.50 X 0 0 0 DEBRA SANDLER 0.50 X 0 0 0 JOHN SEIFERT 0.50 X 0 0 0 KRIS SIRCHIO 0.50 X 0 0 0 CLIVE SIRKIN 0.50 X 0 0 0 GORDON SMITH 0.50 X 0 0 0 MICHAEL SNEED 0.50 X 0 0 0 MOLLIE SPILMAN 1.00 X 0 0 0 MITCH SPOLAN 0.50 X 0 0 0 BENJAMIN STUART 0.50 X 0 0 0 JOHN STURM 0.50 X 0 0 0 KRISTIN SUPPELSA 0.50 X 0 0 0 ROBERT TAS 0.50 X 0 0 0 HARIT TALWAR 0.50 X 0 0 0 CHARLES THURSTON 0.50 X 0 0 0 JOSEPH TRIPODI 0.50 X 0 0 0 MEREDITH VERDONE 0.50 X 0 0 0 MANNY VIDAL 1.50 X 0 0 0 MARK WALLER 0.50 X 0 0 0 CONNIE WEAVER 0.50 X 0 0 0 MARY BETH WEST 0.50 X 0 0 0 SUSAN WHITING 0.50 X 0 0 0 MICHELLE WILSON 0.50 X 0 0 0 BILL WISE 0.50 X 0 0 0 DENNIS WOODSIDE 1.00 X 0 0 0 DAVID ZASLAV 0.50 X 0 0 0 JONATHAN FISH 42.00 X 327936 0 120243 BARBARA LESHINKSY 35.00 X 349195 0 130020 PRISCILLA NATKINS 37.00 X 326882 0 115413 PAULA VEALE 35.00 X 287447 0 91408 HEIDI ARTHUR 36.00 X 211021 0 15725 JENNIFER MAMLET 35.00 X 187482 0 39832 KENNETH KROLL 40.00 X 184244 0 25255 REGINA BRADLEY 35.00 X 163020 0 43286 BARBARA SHIMAITIS 39.00 X 184546 0 33381 DANIELLE LINET 35.00 X 154508 0 38106 ANTHONY FOLENO 42.00 X 153445 0 19299 KATE EMANUEL 35.00 X 153046 0 18925 SARA WEISENTHAL 35.00 X 150908 0 19977 4622560 0 926208 23 0 1 0 CIRCLE GRAPHICS LLC 120 9TH AVENUE LONGMONT CO 80501 DIGITAL PRINTING - BILLBOARD 2279569 GREY GLOBAL GROUP PO BOX 32840 HARTFORD CT 06150 AD AGENCY PRODUCTION SERVICES 893144 MERKLEY AND PARTNERS PO BOX 535082 ATLANTA GA 30353 AD AGENCY PRODUCTION SERVICES 828958 DRAFTFCB 101 EAST ERIE CHICAGO IL 60611 AD AGENCY PRODUCTION SERVICES 818014 BBDO 1375 BORADWAY NEW YORK NY 10018 AD AGENCY PRODUCTION SERVICES 728535 56 2236685 7627372 9864057 PUBLIC SVC CAMPAIGNS 900099 28951530 28951530 28951530 297173 297173 7572100 6536107 1035993 1035993 1035993 290705 2236685 496383 -205678 -205678 REIMBURSED EXPENSES 900099 66698 66698 66698 40009773 28951530 0 1194186 3825597 1020116 1893673 911808 7521066 5764615 1337954 418497 335641 257193 60093 18355 774585 562025 185668 26892 678442 402047 225227 51168 122399 122399 255649 255649 34000 34000 30875 30875 61724 33130 28594 30337 28848 418 1071 282873 125168 146083 11622 1067138 643256 423827 55 1311506 979826 256006 75674 244179 161661 51437 31081 115138 53187 41449 20502 658397 658397 65954 65954 PRODUCTION, GRANTS & PR 19908392 19908392 TEMP HELP & RECRUITING 495676 117619 378057 PSA ANALYTICS 70720 63501 7219 CAMPAIGN OUTREACH 69291 69256 35 54427 9715 41394 3318 38014006 30166425 6214944 1632637 1000 2307 4522388 6786527 1655600 2026354 10705028 7937870 620755 541043 7441478 4364883 2876641 3076595 11457426 12639246 31838838 33009942 6346993 6408973 1408935 1268029 5578276 5521359 13334204 13198361 X 16828655 18523022 1675979 1288559 18504634 19811581 31838838 33009942 X 1995767 -688820 X X 0 1 1 X 0 X 8366799 7388042 8784479 9415045 9864057 43818422 26658564 33620431 31269874 31654964 29242235 152446068 35025363 41008473 40054353 41070009 39106292 196264490 110550 116350 132007 93300 141775 593982 11706388 14841288 12262580 14390436 12735465 65936157 11816938 14957638 12394587 14483736 12877240 66530139 129734351 994577 440774 292954 305133 297173 2330611 994577 440774 292954 305133 297173 2330611 28241 66698 94939 36048181 41449247 40347307 41375142 39470163 198690040 0.65290 0.63320 0.01170 0.01440 X SCHEDULE A, PART II, LINE 12, EXPLANATION OF OTHER INCOME: MISCELLANEOUS INCOME - $28,241 REIMB SUB-TENANT MOVING INCOME - $60,468 REIMB TELEPHONE INCOME - $6,230 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 3727233 1120960 2606273 2318271 2074130 244141 1395974 1169793 226181 3076595 DEPOSITS FROM CAMPAIGN SPONSORS 925832 ACCUMULATED POSTRETIREMENT BENEFIT OBLIGATION 150537 DEFERRED COMPENSATION AND SERP 2230131 DEFERRED RENTAL OBLIGATIONS 2214859 5521359 40009773 38014006 1995767 -822457 -7243 140880 -688820 1306947 40020475 -822457 344019 489140 10702 40009773 0 40009773 38854408 344019 496383 840402 38014006 0 38014006 PART XI, LINE 8 - OTHER ADJUSTMENTS: ACTUARIAL CHANGE IN POST RETIREMENT OBLIGATIONS 140,880. PART XII, LINE 2D - OTHER ADJUSTMENTS: DIRECT EXPENSES OF SPECIAL EVENTS REPORTED ON PART VIII, LINE 8B - $496,383 PRIOR PERIOD ADJUSTMENT NETTED AGAINST MISCELLANEOUS INCOME - $7,243 PART XIII, LINE 2D - OTHER ADJUSTMENTS: DIRECT EXPENSES OF SPECIAL EVENTS REPORTED ON PART VIII, LINE 8B - $496.383 X X X X X 1 PATRICE CLAREMAN 45 BERMUDA RD WESTPORT CT 06880 SOLICITATION AND ADM SUPPORT FOR ANNUAL DINNER 0 2527390 34000 2493390 2527390 34000 2493390 AL AK AZ AR CA CO CT FL GA IL KS KY ME MD MA MI MN MS MO NH NJ NM NY NC ND OH OK OR PA RI SC TN UT VA WA WV WI ANNUAL DINNER 2527390 2236685 290705 308960 187423 2527390 2236685 290705 308960 187423 496383 -205678 EXPLANATION OF FUNDRAISING PAYMENTS SCHEDULE G, PART I, LINE 2B, COLUMN (V) PATRICE CLAREMAN PROVIDES CONSULTATION REGARDING SOLICITATION AND ADMINISTRATIVE SUPPORT FOR THE ADVERTISING COUNCIL'S ANNUAL DINNER. HE RECEIVED A BASE FEE OF $25,000; WITH $5,000 DUE ON SIGNING OF CONTRACT. AND $10,000 DUE ON NOVEMBER 15TH AND $10,000 DUE ON DECEMBER 15TH. ADDITIONAL FEE OF $1,000 TO BE PAID FOR EACH $100,000 RAISED ABOVE TARGET GOAL OF $2 MILLION. X X 1 1 X X X X X X 0 1 0 0 0 0 0 0 0 PEGGY CONLON SCH J PART III SCH O 575941 0 127650 0 1085289 0 197150 0 18188 0 2004218 0 889750 0 JONATHAN FISH 258486 0 59488 0 9962 0 90150 0 30093 0 448179 0 0 0 BARBARA LESHINKSY 267797 0 72000 0 9398 0 92150 0 37870 0 479215 0 0 0 PRISCILLA NATKINS 261686 0 54950 0 10246 0 80150 0 35263 0 442295 0 0 0 PAULA VEALE 229521 0 52550 0 5376 0 62150 0 29258 0 378855 0 0 0 HEIDI ARTHUR 176146 0 34875 0 0 0 15361 0 364 0 226746 0 0 0 JENNIFER MAMLET 150282 0 37200 0 0 0 14197 0 25635 0 227314 0 0 0 KENNETH KROLL 159744 0 24500 0 0 0 13482 0 11773 0 209499 0 0 0 REGINA BRADLEY 140520 0 22500 0 0 0 12644 0 30642 0 206306 0 0 0 BARBARA SHIMAITIS 148796 0 35750 0 0 0 13867 0 19514 0 217927 0 0 0 DANIELLE LINET 128628 0 25880 0 0 0 11967 0 26139 0 192614 0 0 0 ANTHONY FOLENO 132445 0 21000 0 0 0 11267 0 8032 0 172744 0 0 0 KATE EMANUEL 131621 0 21425 0 0 0 0 0 18925 0 171971 0 0 0 SARA WEISENTHAL 126658 0 24250 0 0 0 11107 0 8870 0 170885 0 0 0 PART I, LINE 1A PER THE EMPLOYMENT CONTRACT FOR THE PRESIDENT & CEO, THE LONG TERM CARE POLICY & ANNUAL CLUB DUES ARE PAID IN FULL BY THE ORGANIZATION AND "GROSSED UP" AS TAXABLE INCOME WITHIN EACH CALENDAR YEAR. THESE AMOUNTS TOTALING $32,712 ARE INCLUDED IN SCHEDULE J PART II COLUMN B(III). PART I, LINE 3 APPROXIMATELY EVERY TWO TO FOUR YEARS, THE AD COUNCIL HIRES AN INDEPENDENT CONSULTING FIRM TO CONDUCT A COMPREHENSIVE COMPENSATION STUDY. THE STUDY IS CONDUCTED TO ASSESS THE EXTERNAL COMPETITIVENESS OF THE AD COUNCIL'S CURRENT TOTAL PAY, DEVELOP COMPARABLE MARKET BASE SALARY AND TOTAL PAY SUMMARY STATISTICS AND AUDIT & RECOMMEND CHANGES TO THE AD COUNCIL'S EMPLOYEE INCENTIVE PLAN. THE MOST RECENT STUDY WAS PERFORMED IN JUNE 2010. THE NEXT STUDY WILL BE PERFORMED IN 2014. THE INFORMATION GATHERED FROM THESE STUDIES IS USED TO HELP INFORM THE DECISION MAKING PROCESS OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE IS COMPRISED OF THE CHAIRMAN OF THE BOARD, THE TWO VICE CHAIRS AND THE HEAD OF THE FINANCE COMMITTEE. THE COMMITTEE MEETS AT LEAST ANNUALLY TO REVIEW AND ESTABLISH THE TOTAL COMPENSATION PACKAGE (BASE SALARY AND INCENTIVE GOALS) FOR THE PRESIDENT & CEO AND EXECUTIVE VICE PRESIDENTS. THE COMMITTEE ALSO REVIEWS AND APPROVES THE TOTAL INCENTIVE PAYOUT FOR THE ENTIRE ORGANIZATION. THIS ENTIRE PROCESS IS CONTEMPORANEOUSLY DOCUMENTED IN MEETING MINUTES. FISCAL YEAR 2011 COMPENSATION REVIEW WAS PERFORMED ON OCTOBER 6, 2010. FISCAL YEAR 2012 COMPENSATION REVIEW WAS PERFORMED ON SEPTEMBER 8, 2011. FISCAL YEAR 2013 COMPENSATION REVIEW WAS PERFORMED ON SEPTEMBER 20, 2012. OTHER KEY EMPLOYEES ARE ADDRESSED IN THE COMPENSATION STUDY AND THIS COMPARATIVE DATA IS USED AS A PART OF THE PROCESS WHERE THE CEO, CFO, HR AND DEPARTMENT HEAD REVIEW AND APPROVE THE COMPENSATION PACKAGE FOR EACH EMPLOYEE ANNUALLY. PART I, LINE 4B THE ADVERTISING COUNCIL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("SERP") IS SPONSORED BY THE ADVERTISING COUNCIL, INC., A TAX-EXEMPT ENTITY UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). THE PURPOSE OF THE PLAN IS TO OFFER ELIGIBLE EMPLOYEES OF THE EMPLOYER DEFERRED COMPENSATION BENEFITS UNDER CODE SECTION 457(F) TO SUPPLEMENT SUCH EMPLOYEES' RETIREMENT BENEFITS. THE PLAN IS INTENDED TO BE A TOP-HAT PLAN (I.E., AN UNFUNDED DEFERRED COMPENSATION PLAN MAINTAINED FOR CERTAIN MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES) PURSUANT TO SECTIONS 201(2), 301(A)(3) AND 401(A)(1) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"). DURING THE TAX YEAR, THE FOLLOWING OFFICERS AND KEY EMPLOYEES PARTICIPATED IN THE SERP PLAN AND RECEIVED CONTRIBUTIONS TOWARDS THEIR PLAN: PEGGY CONLON - $180,000 BARBARA LESHINSKY - $75,000 PRISCILLA NATKINS - $63,000 PAULA VEALE - $45,000 JON FISH - $73,000 SCHEDULE J, PART I, LINE 4B; DURING CALENDAR YEAR 2011, PEGGY CONLON (PRESIDENT & CEO) VESTED IN AND RECEIVED A DISTRIBUTION OF $986,061 FOR PARTICIPATION IN A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. OF THIS AMOUNT, $889,750 WAS PREVIOUSLY REPORTED ON PRIOR YEARS 990'S AND REPRESENTS INCENTIVE COMPENSATION THAT WAS DEFERRED FOR YEARS 2002-2008. THE REMAINING $96,311 REPRESENTS EARNINGS ON THOSE INVESTMENTS. THE NIELSEN COMPANY BOARD MEMBER SUSAN WHITING IS AN OFFICER OF THE NIELSEN COMPANY 294935 NIELSEN PROVIDED STANDARD AD MONITORING SERVICES 0 NEW MEDIA STRATEGIES BOARD MEMBER STEPHEN LACY IS PRESIDENT & CEO OF THE MERIDITH CORP. 393480 MERIDITH CORP. OWNS NEW MEDIA STRATEGIES. NEW MEDIA STRATEGIES PROVIDES SOCIAL MEDIA MARKETING AND MEASUREMENT. 0 ORGANIZATION MISSION STATEMENT FORM 990, PART I, LINE 1 DURING THE COURSE OF THE YEAR, THE AD COUNCIL CONDUCTED OVER 50 NATIONAL MULTIMEDIA PUBLIC SERVICE CAMPAIGNS ON BEHALF OF BOTH NON-PROFIT ORGANIZATIONS AND GOVERNMENT AGENCIES ADDRESSING ISSUE AREAS SUCH AS IMPROVING THE QUALITY OF LIFE FOR CHILDREN, PREVENTIVE HEALTH, EDUCATION, COMMUNITY WELL-BEING, AND STRENGTHENING FAMILIES. ORGANIZATION MISSION STATEMENT FORM 990, PART III, LINE 1 THE ADVERTISING COUNCIL'S MISSION IS TO IDENTIFY A SELECT NUMBER OF SIGNIFICANT PUBLIC ISSUES AND STIMULATE ACTION ON THOSE ISSUES THROUGH COMMUNICATIONS PROGRAMS THAT MAKE A MEASURABLE DIFFERENCE IN OUR SOCIETY. TO THAT END, THE AD COUNCIL MARSHALS VOLUNTEER TALENT FROM THE ADVERTISING AND COMMUNICATIONS INDUSTRIES, THE FACILITIES OF THE MEDIA, AND THE RESOURCES OF THE BUSINESS AND NON-PROFIT COMMUNITIES TO CREATE AWARENESS, FOSTER UNDERSTANDING AND MOTIVATE ACTION. FORM 990, PART VI, SECTION B, LINE 11 I) A COPY WAS PROVIDED TO THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS; II) THE 990 WAS PROVIDED ELECTRONICALLY; III) THE AD COUNCIL HAS ITS FORM 990 PREPARED BY AN OUTSIDE ACCOUNTING FIRM AND HAS ESTABLISHED THE FOLLOWING REVIEW PROCESS TO ENSURE THE INFORMATION PROVIDED IS COMPREHENSIVE AND TRUTHFUL. THROUGHOUT THE COURSE OF THE YEAR, THE FORM 990 WAS ADDRESSED DURING AUDIT COMMITTEE MEETINGS AND THERE WERE SEVERAL OPPORTUNITIES FOR DISCUSSION AND COMMENT. THEN, ONCE A FINAL DRAFT OF THE FORM 990 IS COMPLETED, REVIEWED BY MANAGEMENT, AND READY FOR FILING, IT IS PROVIDED IN ITS ENTIRETY TO THE AUDIT COMMITTEE MEMBERS IN ELECTRONIC FORM PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C ALL BOARD MEMBERS, EMPLOYEES AND VOLUNTEERS RECEIVE THE CODE OF CONDUCT AND CONFLICT OF INTEREST POLICY AND ARE REQUIRED TO SIGN THE POLICY. A LOG IS MAINTAINED BOTH WITHIN THE DEVELOPMENT DEPARTMENT (FOR BOARD MEMBERS/VOLUNTEERS) AND WITHIN THE HR DEPARTMENT (FOR EMPLOYEES). AD COUNCIL REQUIRES THAT ANY MEMBER REPORT IN WRITING ANY CONFLICT OF INTEREST THAT ARISES IN THE FOLLOWING MANNER: (1) MEMBERS OF THE BOARD OF DIRECTORS SHALL DISCLOSE ANY CONFLICT OF INTEREST TO THE CHAIRMAN OF THE BOARD; (2) EMPLOYEES SHALL DISCLOSE ANY CONFLICT OF INTEREST TO THE SENIOR VICE PRESIDENT, DIRECTOR OF HUMAN RESOURCES; AND (3) VOLUNTEERS SHALL DISCLOSE ANY CONFLICT OF INTEREST TO THE AD COUNCIL'S CEO OR CFO. THE EXISTENCE OF A POTENTIAL CONFLICT OF INTEREST DOES NOT NECESSARILY CONSTITUTE A VIOLATION OF THE CONFLICT OF INTEREST POLICY. THE POLICY REQUIRES DISCLOSURE AND REVIEW OF POTENTIAL CONFLICTS AND PROHIBITION OF ACTUAL CONFLICTS OF INTEREST. IN SOME CASES, DISCLOSURE MAY BE ALL THAT IS REQUIRED. IN OTHER CASES, THE SITUATION MAY REQUIRE ADDITIONAL ACTION TO AVOID AN ACTUAL CONFLICT OF INTEREST OR TO REMEDY ONE. WHERE A CONFLICT OF INTEREST ARISES, AN INTERESTED COVERED PARTY SHALL ABSTAIN FROM DELIBERATIONS AND REFRAIN FROM PARTICIPATING IN ANY DECISIONS OR VOTING IN CONNECTION WITH THE MATTER. THE CODE OF CONDUCT AND CONFLICT OF INTEREST POLICY IS REVIEWED ANNUALLY. THE POLICY WAS LAST UPDATED DECEMBER 2007. FORM 990, PART VI, SECTION B, LINE 15 APPROXIMATELY EVERY TWO TO FOUR YEARS, THE AD COUNCIL HIRES AN INDEPENDENT CONSULTING FIRM TO CONDUCT A COMPREHENSIVE COMPENSATION STUDY. THE STUDY IS CONDUCTED TO ASSESS THE EXTERNAL COMPETITIVENESS OF THE AD COUNCIL'S CURRENT TOTAL PAY, DEVELOP COMPARABLE MARKET BASE SALARY AND TOTAL PAY SUMMARY STATISTICS AND AUDIT & RECOMMEND CHANGES TO THE AD COUNCIL'S EMPLOYEE INCENTIVE PLAN. THE MOST RECENT STUDY WAS PERFORMED IN JUNE 2010. THE NEXT STUDY WILL BE PERFORMED IN 2014. THE INFORMATION GATHERED FROM THESE STUDIES IS USED TO HELP INFORM THE DECISION MAKING PROCESS OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE IS COMPRISED OF THE CHAIRMAN OF THE BOARD, THE TWO VICE CHAIRS AND THE HEAD OF THE FINANCE COMMITTEE. THE COMMITTEE MEETS AT LEAST ANNUALLY TO REVIEW AND ESTABLISH THE TOTAL COMPENSATION PACKAGE (BASE SALARY AND INCENTIVE GOALS) FOR THE PRESIDENT & CEO AND EXECUTIVE VICE PRESIDENTS. THE COMMITTEE ALSO REVIEWS AND APPROVES THE TOTAL INCENTIVE PAYOUT FOR THE ENTIRE ORGANIZATION. THIS ENTIRE PROCESS IS CONTEMPORANEOUSLY DOCUMENTED IN MEETING MINUTES. FISCAL YEAR 2011 COMPENSATION REVIEW WAS PERFORMED ON OCTOBER 6, 2010. FISCAL YEAR 2012 COMPENSATION REVIEW WAS PERFORMED ON SEPTEMBER 8, 2011. FISCAL YEAR 2013 COMPENSATION REVIEW WAS PERFORMED ON SEPTEMBER 20, 2012. OTHER KEY EMPLOYEES ARE ADDRESSED IN THE COMPENSATION STUDY AND THIS COMPARATIVE DATA IS USED AS A PART OF THE PROCESS WHERE THE CEO, CFO, HR AND DEPARTMENT HEAD REVIEW AND APPROVE THE COMPENSATION PACKAGE FOR EACH EMPLOYEE ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS (BY-LAWS) AND/OR CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. THE FINANCIAL STATEMENTS CAN BE FOUND ON THE AD COUNCIL'S WEBSITE WWW.ADCOUNCIL.ORG. FORM 990, PART VII, SECTION A, COLUMN (D): DURING CALENDAR YEAR 2011, PEGGY CONLON (PRESIDENT & CEO) VESTED IN AND RECEIVED A DISTRIBUTION OF $986,061 FOR PARTICIPATION IN A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. OF THIS AMOUNT, $889,750 WAS PREVIOUSLY REPORTED ON PRIOR YEARS 990'S AND REPRESENTS INCENTIVE COMPENSATION THAT WAS DEFERRED FOR YEARS 2002-2008. THE REMAINING $96,311 REPRESENTS EARNINGS ON THOSE INVESTMENTS. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -822,457. PRIOR PERIOD ADJUSTMENTS: -7,243. ACTUARIAL CHANGE IN POST RETIREMENT OBLIGATIONS 140,880. TOTAL TO FORM 990, PART XI, LINE 5: -688,820. OVERSIGHT OF INDEPENDENT AUDIT AND SELECTION OF ACCOUNTANT: FORM 990, PART XI, LINE 2C: THE ADVERTISING COUNCIL, INC. HAS A COMMITTEE THAT ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS AND FOR THE SELECTION OF THE INDEPENDENT AUDITORS. THIS PROCESS HAS NOT CHANGED FORM THE PRIOR YEAR. BREAKDOWN OF VOLUNTEERS FORM 990, PART I, LINE 6: BOARD = 127 CHAIR EMERITUS & HONORARY MEMBERS = 44 CRC COMMITTEE = 37 ADVISORY COMMITTEE = 29 FINANCE COMMITTEE = 9 AUDIT COMMITTEE = 1 RESEARCH COMMITTEE = 24 TOTAL = 271 EXPLANATION OF FUNDRAISING EVENTS LOSS: FORM 990, PART VIII, LINE 8C AND FORM 990, SCHEDULE G, PART II, LINE 11: EACH NOVEMBER THE AD COUNCIL HOLDS THE PUBLIC SERVICE AWARD DINNER. CONTRIBUTIONS FROM THIS EVENT ARE REPORTED ON PART VIII, LINE 1C OF THE FORM 990 AS $2,236,685. AS MANY EVENT ATTENDEES PAY MORE THAN THE RETAIL VALUE OF THE ACTUAL DINNER AN OVERALL GAIN OF $2,031,007 IS REALIZED VS. THE EVENT LOSS OF $205,678 AS REPORTED ON SCHEDULE G PART II. FORM 990, PART IV, LINE 28B AND FORM 990, PART VI, LINE 2: THE AD COUNCIL IS UNAWARE OF ANY FAMILY MEMBER WHO HAD A DIRECT OR INDIRECT BUSINESS RELATIONSHIP WITH THE ORGANIZATION. THIS RESPONSE IS BASED ON BOTH THE AD COUNCIL'S CONFLICT OF INTEREST POLICY AND RELATED DISCLOSURE REQUIREMENTS, AS WELL AS INTERNAL KNOWLEDGE OF CURRENT AD COUNCIL PRACTICES. FORM 990, PART IV, LINE 28C AND FORM 990, PART VI, LINE 2: THE ADVERTISING COUNCIL'S ("AD COUNCIL") BUSINESS MODEL INCLUDES THE SERVICES OF A PRO BONO ADVERTISING AGENCY FOR EACH OF THE PUBLIC SERVICE ANNOUNCEMENT CAMPAIGNS ("CAMPAIGNS") THAT THE AD COUNCIL CREATES AND DISTRIBUTES FOR ITS GOVERNMENT AND NON-PROFIT CLIENTS. AMONGST THESE VOLUNTEER AD AGENCIES INCLUDE SEVERAL AGENCIES THAT HAVE OFFICERS WHO ALSO SIT ON THE AD COUNCIL BOARD. THE PRO BONO ADVERTISING AGENCIES ARE APPROVED BY THE CLIENT PRIOR TO THEIR SELECTION. THESE AGENCIES DONATE THEIR LABOR TO THE CAMPAIGN; WITH THE EXCEPTION OF CERTAIN PRE-AUTHORIZED SPECIALIZED TASKS WHICH ARE OFFERED AT SIGNIFICANTLY DISCOUNTED RATES. THE AD COUNCIL AND ITS CLIENTS PAY FOR PRE-APPROVED OUT OF POCKET COSTS INCURRED IN THE COURSE OF PERFORMANCE FOR THESE SPECIFIC CAMPAIGNS. THESE REIMBURSED COSTS INCLUDE PHYSICAL PRODUCTION, TRAVEL, THIRD PARTY RESEARCH, TELEPHONE, POSTAGE AND CERTAIN OTHER COSTS OF CREATING, PRODUCING, AND DISTRIBUTING THESE CAMPAIGNS. ADDITIONALLY, THE AD COUNCIL UTILIZES THE SERVICES OF SPECIALIZED VENDORS FOR THE CAMPAIGNS WHO OFTEN PROVIDE DISCOUNTED AND NONPROFIT RATES TO THE AD COUNCIL. AMONGST THESE SPECIALIZED VENDORS INCLUDE SEVERAL BUSINESSES THAT HAVE OFFICERS WHO ALSO SIT ON THE AD COUNCIL BOARD. THE AD COUNCIL ALSO HAS SEVERAL REGIONAL EMPLOYEES WHO WORK OUT OF DONATED OFFICE SPACE FROM COMPANIES THAT HAVE OFFICERS WHO SIT ON THE AD COUNCIL BOARD. THESE COSTS ARE ACCOUNTED FOR AS DONATED USE OF FACILITIES.