2013-11-12T08:45:03-06:00 2012-12-31 346565596 ERNST & YOUNG LLP 1101 NEW YORK AVENUE NW WASHINGTON DC 20005 990 2012-01-01 237268394 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION INTE 2029624600 777 NORTH CAPITOL STREET NE STE 600-TAX WASHINGTON DC 200024240 ELIZABETH GLISTA 2029624600 2013-11-12 1 SCOTT DONALDSON P01273774 6023223062 2012 2016-02-24 21:20:13Z JOAN MCCALLEN 777 NORTH CAPITOL STREET NE STE 600-TAX WASHINGTON DC 200024240 358012575 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 ADMINISTRATION AND ASSET MANAGEMENT SERVICES, WHICH INCLUDE BROAD-BASED RETIREMENT PLANNING AND INVESTMENT EDUCATION SUPPORT. 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 7 820 0 10306245 -1621828 0 0 161926911 170162734 14942017 18137031 416811 415376 177285739 188715141 939064 1114403 0 0 98908147 106740869 0 0 0 40087121 41649327 139934332 149504599 37351407 39210542 350237849 406510064 56161240 62094907 294076609 344415157 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 123756679 1114403 160271865 THE CORPORATION PROVIDED PLAN ADMINISTRATION, INVESTMENT MANAGEMENT, AND RETIREMENT PLANNING AND INVESTMENT EDUCATION SERVICES TO 4,839 STATE AND LOCAL GOVERNMENT EMPLOYERS THAT OFFER 9,257 RETIREMENT PLANS HOLDING 1,056,358 PUBLIC SECTOR EMPLOYEE RETIREMENT ACCOUNTS. 123756679 1 0 0 1 0 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 1 0 0 0 0 1 1 1 0 0 0 1 X 119 0 1 820 1 1 1 1 BE JA NZ NO SF UK 0 0 0 0 0 0 0 0 X 10 7 1 0 0 0 0 1 1 1 1 0 0 1 1 1 1 1 1 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 2159365 0 35485 JACQUELINE CHARNLEY 2.00 X 361 0 0 FRANCES GONZALEZ 2.00 X 3084 0 0 THOMAS LUNDY 2.00 X 8547 0 0 ERIC MCKISSACK 2.00 X 2026 0 0 PEGGY MERRISS 2.00 X 769 0 0 DAVID MORA 2.00 X 6611 0 0 ROBERT O'NEILL 2.00 37.50 X 7938 364606 68118 TIMOTHY VAILL 2.00 X 4151 0 0 ROBERT VIVIAN 2.00 X 8475 0 0 ELIZABETH GLISTA 40.00 X 754437 0 280260 JOHN BENNETT 40.00 X 244028 0 31993 RICHARD WHITTY 40.00 X 192761 0 46843 GEORGE SUZICH 40.00 X 302964 0 52964 BARBARA STOTLER 40.00 X 142054 0 41404 KATHRYN MCGRATH 40.00 X 1181967 0 35244 ANGELA MONTEZ 40.00 X 453068 0 26462 GREGORY DYSON 40.00 X 627208 0 531315 CHRISTOPHER MATZKE 40.00 X 874452 0 424999 WAYNE WICKER 40.00 X 1436714 0 761898 DAVID BRAVERMAN 40.00 X 510589 0 55795 KAREN CHONG-WULFF 40.00 X 615552 0 53009 JULIE DELLINGER 40.00 X 641953 0 51830 KRISTINE HEURICH 40.00 X 483435 0 351875 KEITH SENDALL 40.00 X 754670 0 519460 11417179 364606 3368954 253 0 1 0 MAYER BROWN LLP 230 SOUTH LASALLE STREET CHICAGO IL 60604 LEGAL SERVICES 664596 MICROSOFT LICENSING GP 6100 NEIL ROAD RENO NV 89511 INFORMATION SYSTEMS 421769 DAVIS & HARMAN LLP 1455 PENNSYLVANIA AVENUE NW 120 WASHINGTON DC 20004 LEGAL SERVICES 277625 ERNST & YOUNG US LLP 200 PLAZA DRIVE SECAUCUS NJ 07094 TAX AND CONSULTING 208793 RITA SHUKURATIRAS 703 LAMBERTON DR SILVER SPRING MD 20902 INFORMATION SYSTEMS 140640 9 RETIREMENT PLANS/TRUST 523920 160271865 160271865 RETIREMENT ACCOUNTS 523920 9869597 9869597 INVESTMENT ACCOUNTS 523920 21272 21272 170162734 9880126 9880126 177552262 2077 169295443 1991 8256819 86 8256905 8256905 TELEPHONE SERVICES 561700 292000 292000 ACCOUNTING SERVICES 541200 120000 120000 3376 3376 415376 188715141 160271865 10306245 18137031 1114403 1114403 10679847 6833555 3846292 75099994 62554285 12545709 6812365 5696672 1115693 9130818 7310832 1819986 5017845 4153626 864219 1407804 972370 435434 803368 505539 297829 176061 176061 531478 531478 2176944 1946406 230538 4962319 4436809 525510 379385 379385 4973677 4446965 526712 3243910 3113815 130095 1623776 658679 965097 12874 12874 3455205 3089299 365906 1457326 792931 664395 PLAN MAILING/POSTAGE 5337233 4871489 465744 PLAN PRINTING/PUBLISHNG 2401727 2401727 PROFESSIONAL SUBSCRPTNS 1609081 1149851 459230 DATA PROCESSING 1426686 1206566 220120 5670473 5401062 269411 149504599 123756679 25747920 0 39154369 40327292 21034302 22154414 2221869 2002290 69951794 62876755 5823992 7075039 206899256 293271248 72258531 38551347 2845530 3128434 350237849 406510064 43462671 48357013 12698569 13737894 56161240 62094907 X 294076609 344415157 294076609 344415157 350237849 406510064 X 39210542 12018141 -890135 X 0 1 X 1 0 X 124270556 121504041 145006489 153194401 160271865 704247352 124270556 121504041 145006489 153194401 160271865 704247352 0 2831027 2218845 2615872 3134003 3456815 14256562 2831027 2218845 2615872 3134003 3456815 14256562 689990790 10595997 7298092 6655712 7615377 9880126 42045304 10595997 7298092 6655712 7615377 9880126 42045304 134866553 128802133 151662201 160809778 170151991 746292656 0.92460 0.91890 0.05630 0.06130 X X 0 38733 0 0 0 38733 149504599 183924788 149504599 183963521 1000000 1000000 250000 250000 0 0 0 0 1000000 1000000 1000000 1000000 4000000 6000000 69826 13537 9716 38733 131812 250000 250000 250000 250000 1000000 1500000 69826 38733 108559 PART IV, SUPPLEMENTAL INFORMATION: INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION (THE FILING ORGANIZATION) - 23-7268394, 777 NORTH CAPITOL STREET, NE., STE. 600-TAX, WASHINGTON, DC 20002. TOTAL LOBBYING EXPENDITURES $0. THIS ORGANIZATION HAS MADE AN ELECTION UNDER SECTION 501(H). INTERNATIONAL CITY/COUNTY MANAGEMENT ASSOCIATION - 36-2167755, 777 NORTH CAPITOL STREET, NE., STE. 500, WASHINGTON, DC 20002. TOTAL LOBBYING EXPENDITURES TO INFLUENCE PUBLIC OPINION (GRASSROOTS LOBBYING) $38,733. THIS ORGANIZATION HAS NOT MADE AN ELECTION UNDER SECTION 501(H). 4077829 3131686 946143 25177851 22488730 2689121 40696114 37256339 3439775 7075039 I-SHARES EFA (385,000 SH) 21875700 F VANGUARD VINIX (123,830 SH) 16162335 F VANTAGEPOINT VPRHX (50,079 SH) 513312 F 38551347 RETIREMENT BENEFIT OBLIGATION, NONCURRENT 11168260 OTHER LIABILITIES 2569634 13737894 X DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X, LINE 2: FIN 48 (ASC 740) FOOTNOTE TO THE CORPORATION'S AUDITED FINANCIAL STATEMENTS PROVIDES THE FOLLOWING DISCLOSURE: THE FASB ASC 740, INCOME TAXES, ESTABLISHES GUIDELINES FOR RECOGNIZING, MEASURING, AND DISCLOSING TAX RETURN POSITIONS IN FINANCIAL STATEMENTS. MANAGEMENT HAS EVALUATED THE CORPORATION'S TAX POSITIONS AND DETERMINED THAT THE APPLICATION OF ASC 740 HAD NO MATERIAL IMPACT ON ITS CONSOLIDATED FINANCIAL STATEMENTS. ACCORDINGLY, NO ADJUSTMENTS FOR UNRECOGNIZED TAX BENEFITS OR RELATED INTEREST OR PENALTIES WERE REQUIRED AS OF DECEMBER 31, 2012. IF APPLICABLE, THE CORPORATION 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, 2012 REMAINS SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAXING AUTHORITIES, ALTHOUGH CERTAIN STATE TAXING AUTHORITIES MAY LENGTHEN THIS PERIOD TO FIVE YEARS. EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENTS 1187000 0 0 0 0 0 0 1187000 0 1187000 0 0 0 0 0 0 METHOD USED TO ACCCOUNT FOR EXPENDITURES: SCHEDULE F, PART I, LINE 3: DURING THE YEAR, THE CORPORATION ACQUIRED AND SOLD SEVERAL FOREIGN GOVERNMENT BONDS HELD IN THE FINANCIAL ACCOUNTS IN BELGIUM. THE MAXIMUM AGGREGATE VALUE OF THESE INVESTMENTS WAS $2,475,000 AND YEAR-END VALUE WAS $1,187,000. 1 CENTER FOR STATE AND LOCAL GOVERNMENT EXCELLENCE INC 777 NORTH CAPITOL STREET NE 5TH FLOOR WASHINGTON DC 20002 262661207 501(C)(3) 1083653 GRANT FOR PUBLIC RESEARCH INTO STATE AND LOCAL GOVERNMENT RETIREMENT COMPENSATION AND BENEFITS ICMA-RC VANTAGEPOINT PUBLIC EMPLOYEE MEMORIAL SCHOLARSHIP FUND 777 NORTH CAPITOL STREET NE STE 600 600 WASHINGTON DC 20002 522281478 501(C)(3) 25500 SCHOLARSHIPS FOR DEPENDENTS OF PUBLIC SECTOR EMPLOYEES WHO DIE IN THE LINE OF DUTY AMERICAN HEART ASSOCIATION 7272 GREENVILLE AVENUE DALLAS TX 75231 135613797 501(C)(3) 5250 EDUCATION OF THE GENERAL PUBLIC ABOUT HEART DISEASE AND STROKE 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 THE CENTER FOR STATE AND LOCAL GOVERNMENT EXCELLENCE, INC., 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 BEING DISSEMINATED. IN ADDITION, THE CORPORATION MAINTAINS REPRESENTATION ON THE BOARD OF DIRECTORS OF THIS ORGANIZATION. THE CORPORATION ALSO MADE GRANTS IN SUPPORT OF ICMA-RC VANTAGEPOINT PUBLIC EMPLOYEE MEMORIAL SCHOLARSHIP FUND, A SECTION 501(C)(3) PUBLIC CHARITY, WHICH INDEPENDENTLY AWARDS AND MAKES QUALIFYING HIGHER EDUCATION SCHOLARSHIP PAYMENTS TO DEPENDENTS OF PUBLIC SECTOR EMPLOYEES WHO DIE IN THE LINE OF DUTY. THE INDIVIDUAL RECIPIENTS ARE SELECTED BY THIS ORGANIZATION UNDER ITS OWN CHARITABLE PROGRAM GUIDELINES. X X 1 1 X X X X X X 0 1 0 0 0 0 0 1 0 JOAN MCCALLEN 647094 0 1505833 0 6438 0 25000 0 10485 0 2194850 0 0 0 ROBERT O'NEILL 7938 324079 0 39559 0 968 0 44797 0 23321 7938 432724 0 0 ELIZABETH GLISTA 291365 0 446791 0 16281 0 253162 0 27098 0 1034697 0 0 0 JOHN BENNETT 86223 0 144976 0 12829 0 24538 0 7455 0 276021 0 0 0 RICHARD WHITTY 149830 0 42370 0 561 0 19787 0 27056 0 239604 0 0 0 GEORGE SUZICH 184308 0 117887 0 769 0 25000 0 27964 0 355928 0 0 0 BARBARA STOTLER 103432 0 38225 0 397 0 14715 0 26689 0 183458 0 0 0 KATHRYN MCGRATH 396904 0 489667 0 295396 0 25000 0 10244 0 1217211 0 0 0 ANGELA MONTEZ 236217 0 198989 0 17862 0 25000 0 1462 0 479530 0 0 0 GREGORY DYSON 257748 0 368277 0 1183 0 502354 0 28961 0 1158523 0 0 0 CHRISTOPHER MATZKE 277850 0 595555 0 1047 0 399083 0 25916 0 1299451 0 0 0 WAYNE WICKER 406851 0 1010283 0 19580 0 731784 0 30114 0 2198612 0 0 0 DAVID BRAVERMAN 204574 0 286622 0 19393 0 25000 0 30795 0 566384 0 0 0 KAREN CHONG-WULFF 266431 0 347916 0 1205 0 25000 0 28009 0 668561 0 0 0 JULIE DELLINGER 256185 0 367009 0 18759 0 25000 0 26830 0 693783 0 0 0 KRISTINE HEURICH 205139 0 260213 0 18083 0 342156 0 9719 0 835310 0 0 0 KEITH SENDALL 260839 0 476035 0 17796 0 509027 0 10433 0 1274130 0 0 0 PART I, LINE 1A FIRST-CLASS TRAVEL: THE CORPORATION'S TRAVEL GUIDELINES PROVIDE DIRECTORS WITH THE OPTION OF FIRST-CLASS TRAVEL WHEN IT INVOLVES EXTENUATING CIRCUMSTANCES, SUCH AS LATE NIGHT ARRIVALS AND LONGER FLIGHT TIMES. WHILE ATTENDING BOARD MEETINGS IN 2012, ONE OF TEN DIRECTORS USED THIS OPTION. TRAVEL FOR COMPANIONS: IN CONSIDERATION OF PERSONAL AND FAMILY OBLIGATIONS, THE CORPORATION'S TRAVEL GUIDELINES PROVIDE FOR ASSISTANCE IN DEFRAYING TRAVEL COSTS OF COMPANIONS OR FAMILY MEMBERS WHO MAY ACCOMPANY DIRECTORS TO BOARD MEETINGS. ALTHOUGH NOT PAID DIRECTOR FEES FOR THEIR SERVICES, DIRECTORS RECOGNIZE TAXABLE INCOME IN THE AMOUNT OF ANY SUCH ASSISTANCE. IN 2012, EIGHT OF TEN DIRECTORS RECEIVED PAYMENTS UNDER THIS POLICY. PART I, LINE 4B 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. THEREAFTER, THE BOARD HAS PERIODICALLY REVIEWED COMPARABILITY DATA THROUGH 2012 AS THE RIGHTS OF ITS PARTICIPANTS ACCRUED OR VESTED UNDER THE PLAN. AFTER EACH SUCH REVIEW, THE BOARD HAS DETERMINED THAT THE AMOUNTS ACCRUED OR PAID UNDER THE PLAN ARE REASONABLE AS PART OF THE INDIVIDUAL PARTICIPANTS' OVERALL COMPENSATION. 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 AND EARN UNVESTED CREDIT TOWARD RETIREMENT BENEFITS UNDER THIS PLAN DURING 2012 INCLUDED THE FOLLOWING: ELIZABETH GLISTA, GREGORY DYSON, CHRISTOPHER MATZKE, WAYNE WICKER, KRISTINE HEURICH, 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. IN 2012, THERE WAS NO INCREASE IN THE AMOUNT VESTED UNDER THE PLAN, OR IN THE PRESENT VALUE OF ACCRUED BENEFITS UNDER THE PLAN, AS ADJUSTED FOR DISTRIBUTIONS, TO REPORT EITHER IN COLUMN B(III) OR IN COLUMN C OF THE FORM 990, SCHEDULE J, PART II. SIMILARLY, NO TAXABLE INCOME FROM THE PLAN WAS REPORTABLE TO THE PRESIDENT AND CEO IN 2012 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 $292,000 REPRESENTING A VESTED CREDIT TOWARDS ANY SUCH FUTURE RETIREMENT PAYMENTS. THE CORPORATION REPORTED THESE AMOUNTS AS TAXABLE INCOME TO THE SECRETARY AND GENERAL COUNSEL IN 2012 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 2012. VANTAGETRUST SEE PART V 88745307 SEE PART V 0 THE VANTAGEPOINT FUNDS SEE PART V 58595809 SEE PART V 0 TO ACCOMPLISH ITS TAX-EXEMPT MISSION, THE CORPORATION PROVIDES INVESTMENT ADVISORY, TRANSFER AGENCY, AND MANAGEMENT AND ADMINISTRATIVE SUPPORT SERVICES TO VANTAGETRUST (REVENUE RULING 81-100 GROUP RETIREMENT TRUST) AND THE VANTAGEPOINT FUNDS (REGISTERED INVESTMENT COMPANY) IN WHICH CERTAIN GOVERNMENTAL RETIREMENT PLANS ADMINISTERED BY THE CORPORATION INVEST THEIR ASSETS. BY ARRANGEMENT AND APPROVAL OF THE BOARDS OF DIRECTORS OF VANTAGETRUST AND THE VANTAGEPOINT FUNDS, SEVERAL DIRECTORS AND OFFICERS OF THE CORPORATION ALSO SERVE AS DIRECTORS AND OFFICERS OF THESE ENTITIES. THE TRANSACTION AMOUNTS SHOWN IN FORM 990, SCHEDULE L, PART IV, COLUMN C, CONSTITUTE PROGRAM SERVICE REVENUE RECEIVED BY THE CORPORATION, AS REFLECTED IN THE TOTALS SHOWN ON THE FORM 990, PART VIII, LINE 2A. FORM 990, PART VI, SECTION A, LINE 2 DURING 2012, JOAN MCCALLEN AND ROBERT O'NEILL ALSO SERVED AS DIRECTORS ON THE BOARD OF THE CENTER FOR PUBLIC ADMINISTRATION AND SERVICE, INC., AN ORGANIZATION THAT OWNS AND MANAGES THE OFFICE BUILDING LOCATION OF THE CORPORATION'S HEADQUARTERS IN WASHINGTON, D.C. JOAN MCCALLEN, ELIZABETH GLISTA, JOHN BENNETT, AND RICHARD WHITTY ALSO SERVED AS OFFICERS OF THIS ENTITY. DURING 2012, DAVID MORA ALSO SERVED AS A DIRECTOR ON THE BOARD OF THE VANTAGEPOINT FUNDS, AN INVESTMENT COMPANY IN WHICH CERTAIN OF THE RETIREMENT PLANS ADMINISTERED BY THE CORPORATION INVEST THEIR ASSETS. LIKEWISE, JOAN MCCALLEN, ELIZABETH GLISTA, GEORGE SUZICH, JOHN BENNETT, RICHARD WHITTY, KATHRYN MCGRATH, AND ANGELA MONTEZ SERVED AS OFFICERS OF THIS ENTITY. FORM 990, PART VI, SECTION A, LINE 7A 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 A, LINE 7B CERTAIN GOVERNANCE DECISIONS OF THE CORPORATION'S BOARD OF DIRECTORS MAY BE REVIEWED OR APPROVED BY ANOTHER SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION. SEE THE RESPONSE TO THE FORM 990, PART VI, SECTION A, LINE 7A, ABOVE. 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 OUTSIDE TAX COUNSEL AND AN INDEPENDENT TAX ACCOUNTING FIRM. 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, THE BOARD OF DIRECTORS HAS ADOPTED, AND THE SENIOR MANAGEMENT HAS IMPLEMENTED, A SEPARATE WRITTEN CONFLICT OF INTEREST POLICY THAT APPLIES TO OFFICERS AND ALL CLASSES OF EMPLOYEES. THE CORPORATION'S CONFLICT OF INTEREST POLICIES DEFINE "CONFLICTS OF INTEREST" AND ESTABLISH REPORTING, REVIEW, AND DISCIPLINARY PROCEDURES. THE CORPORATION MONITORS COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICIES THROUGH DISCLOSURE, WHISTLEBLOWER, AND OTHER PERIODIC REPORTING PROCESSES DESIGNED TO IDENTIFY INVESTMENT OR BUSINESS TRANSACTIONS AND AFFILIATIONS THAT MAY BE SIGNIFICANT AND GIVE RISE TO CONFLICTS OF INTEREST. ALL DIRECTORS, OFFICERS, AND EMPLOYEES MUST ACKNOWLEDGE RECEIPT AND UNDERSTANDING OF THE RESPECTIVE CONFLICT OF INTEREST POLICIES EACH YEAR. IN ADDITION, DIRECTORS, OFFICERS, AND SENIOR MANAGERS (INCLUDING KEY EMPLOYEES) ARE REQUIRED TO REPORT ANY EMPLOYMENT, INVESTMENT, BUSINESS, OR FAMILY RELATIONSHIPS THAT MAY INVOLVE THE CORPORATION, ITS DIRECTORS, OFFICERS, AND EMPLOYEES, OR CERTAIN THIRD PARTIES THAT MAY HAVE MATERIAL BUSINESS OR FINANCIAL RELATIONSHIPS WITH THE CORPORATION, TO INCLUDE 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 DIRECTORS, OFFICERS, OR EMPLOYEES (IN DECISION-MAKING CAPACITIES) 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 COMPLIANCE OFFICER, AND, WHEN APPROPRIATE, THE CHIEF EXECUTIVE OFFICER OR THE AUDIT AND OVERSIGHT COMMITTEE OF THE BOARD OF DIRECTORS. WHEN APPROPRIATE, 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 2012 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. 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 MARKET COMPARABILITY COMPENSATION FOR COMPARABLE POSITIONS IN COMPARABLE ORGANIZATIONS, INCLUDING DATA OBTAINED FROM FORMS 990 OF OTHER TAX-EXEMPT ORGANIZATIONS, PUBLICLY-AVAILABLE FINANCIAL AND MARKET DATA ON RELEVANT PRIVATE SECTOR ENTITIES, AND COMPENSATION STUDIES COMPILED BY THIRD-PARTY COMPENSATION EXPERTS. BOARD AND COMMITTEE DELIBERATIONS AND DECISIONS ON SUCH COMPENSATION MATTERS WERE FULLY AND CONTEMPORANEOUSLY DOCUMENTED. DURING 2012, 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); DAVID BRAVERMAN(MANAGING VICE PRESIDENT); KAREN CHONG-WULFF (MANAGING VICE PRESIDENT); JULIE DELLINGER (MANAGING VICE PRESIDENT); KRISTINE HEURICH (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 2012 USING COMPARABILITY DATA GATHERED FROM RECENT FORMS 990 OF OTHER TAX-EXEMPT ORGANIZATIONS AND FROM PUBLICLY-DISCLOSED FINANCIAL AND MARKET INFORMATION ON RELEVANT PRIVATE SECTOR ENTITIES. (ALTHOUGH THEY ARE NOT PAID DIRECTOR FEES FOR THEIR SERVICES, MEMBERS OF THE BOARD OF DIRECTORS MAY RECOGNIZE TAXABLE INCOME WITH RESPECT TO PAYMENTS INTENDED TO DEFRAY OCCASIONAL TRAVEL COSTS OF COMPANION OR FAMILY MEMBERS ACCOMPANYING THEM TO BOARD MEETINGS, AND, WHEN APPROPRIATE, MAY INCLUDE OTHER SMALL TAXABLE AMOUNTS). 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 9: ANNUAL INCREASE IN UNRECOGNIZED DEFERRED RETIREMENT BENEFIT COSTS -1,005,956. CHANGE IN INVESTMENT ACCOUNTED FOR UNDER EQUITY METHOD 115,821. 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 AND HAD OPEN FINANCIAL ACCOUNTS IN THE SIX COUNTRIES LISTED ABOVE. DURING THE YEAR, THE CORPORATION ACQUIRED AND SOLD SEVERAL FOREIGN GOVERNMENT BONDS HELD IN THE FINANCIAL ACCOUNTS IN BELGIUM. THE MAXIMUM AGGREGATE VALUE OF THESE INVESTMENTS WAS $2,475,000 AND YEAR-END VALUE WAS $1,187,000. OTHERWISE, THE CORPORATION HAD NO FINANCIAL ACTIVITY OR INVESTMENT HOLDINGS IN THE OTHER FIVE COUNTRIES LISTED ABOVE (SCHEDULE O DISCLOSURE FOR THE FORM 990, PART V, LINE 4B, LIST OF FOREIGN COUNTRIES). ICMA-RC SERVICES LLC 777 NORTH CAPITOL STREET NE STE 600 WASHINGTON DC 20002 522138303 SEC-REGST'D BROKER-DEALER: DISTRIBUTES MUTUAL FUND & RETRMT TRUST INTERESTS DE 12253602 4407618 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION VANTAGEPOINT TRANSFER AGENTS LLC 777 NORTH CAPITOL STREET NE STE 600 WASHINGTON DC 20002 522138305 SEC-REGST'D TRANSFER AGENT: SERVICES RETIREMENT TRUST & MUTUAL FUND ASSETS DE 131029134 0 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION VANTAGEPOINT INVESTMENT ADVISERS LLC 777 NORTH CAPITOL STREET NE STE 600 WASHINGTON DC 20002 522138307 SEC-REGST'D ADVISER: MANAGES MUTUAL FUND ASSETS HELD BY RETIREMENT TRUST DE 18255577 0 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION VANTAGETRUST COMPANY LLC 777 NORTH CAPITOL STREET NE STE 600 WASHINGTON DC 20002 STATE-REGULATED TRUST COMPANY: MANAGES RETRMT PLAN ASSETS NH 88748912 2478100 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION INTERNATIONAL CITYCOUNTY MANAGEMENT ASSOCIATION 777 NORTH CAPITOL STREET NE STE 500 WASHINGTON DC 20002 362167755 DEVELOPING AND ADVANCING PROFESSIONAL LOCAL GOVERNMENT MANAGEMENT IL 501(C)(3) LINE 9 N/A 0 VANTAGETRUST COMPANY 777 NORTH CAPITOL STREET NE STE 600 WASHINGTON DC 20002 522325093 STATE-REGULATED TRUST COMPANY: MANAGES RETRMT PLAN ASSETS NH INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION C 612 1.00000 1 CENTER FOR PUBLIC ADMINISTRATION AND SERVICE INC 777 NORTH CAPITOL STREET NE STE 600 WASHINGTON DC 20002 521655825 REIT HOLDING THE HEADQUARTERS OFFICE BUILDING MD N/A C 2903697 6929432 0.33330 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 1 1 1 0 VANTAGETRUST COMPANY R 1474682 FAIR MARKET VALUE PART V, LINE 1R, OTHER TRANSFERS OF CASH OR PROPERTY STATEMENT PURSUANT TO I.R.C. SEC. 332, TREAS. REG. SEC. 1.332-6(A) BY ICMA RETIREMENT CORPORATION (EIN 23-7268394) RECEIVING A LIQUIDATING DISTRIBUTION DURING THE TAX YEAR ENDING 12/31/2012. VANTAGETRUST COMPANY, A TAXABLE SUBSIDIARY OF THE CORPORATION, WAS LIQUIDATED DURING THE CURRENT TAXABLE YEAR AND THE FOLLOWING STATEMENT IS PROVIDED PURSUANT TO TREAS. REG. SEC. 1.332-6(A). (1) THE LIQUIDATED CORPORATION: VANTAGETRUST COMPANY, EIN 52-2325093. (2) THE CURRENT TAX YEAR DISTRIBUTIONS FROM VANTAGETRUST COMPANY WERE RECEIVED BY THE CORPORATION ON JANUARY 1, 2012. (3) THE AGGREGATE FAIR MARKET VALUE AND THE BASIS OF ALL ASSETS TRANSFERRED TO THE CORPORATION BY THE VANTAGETRUST COMPANY, NET OF RELATED LIABILITIES, DETERMINED IMMEDIATELY BEFORE THE LIQUIDATION, WERE $1,474,682 AND $1,474,070, RESPECTIVELY. (4) THERE HAVE BEEN NO PRIVATE LETTER RULINGS ISSUED BY THE IRS IN CONNECTION WITH THIS LIQUIDATION. (5) THE LIQUIDATION OF THE VANTAGETRUST COMPANY WAS PURSUANT TO A STATUTORY CONVERSION OF A NEW HAMPSHIRE CORPORATION TO A NEW HAMPSHIRE LIMITED LIABILITY COMPANY, APPROVED BY THE BOARD OF DIRECTORS OF ICMA RETIREMENT CORPORATION ON AUGUST 26, 2011. (6) THE LIQUIDATION OF VANTAGETRUST COMPANY WAS COMPLETED ON JANUARY 1, 2012. (7) I.R.C. SEC. 337(B)(2)(A) APPLIES TO THIS LIQUIDATION. THEREFORE, VANTAGETRUST COMPANY RECOGNIZED A TAXABLE GAIN OF $612 UPON ITS LIQUIDATION.