| FORM 990, PART III, LINE 4D: |
SEMINARS, INSTITUTES AND UNIVERSITY TYPE CLASSES HELD AT SELECTED INSTITUTIONS OF HIGHER LEARNING AND OTHER LOCATIONS. THESE INTENSIVE EDUCATIONAL SEMINARS ARE CONDUCTED UNDER UNIVERSITY TYPE CLASSROOM CONDITIONS. THE COURSES AND SUBJECT MATTER RELATE TO SHOPPING CENTER SITE LOCATION AND SELECTION, MANAGEMENT AND OPERATION, AND PROMOTION AND ADVERTISING. THERE WERE OVER 5,000 ATTENDEES AT OUR VARIOUS SEMINARS AND EDUCATIONAL PROGRAMS. FORM 990, PART VI, SECTION A, LINE 2: TWO OR MORE PERSONS LISTED IN THIS FORM 990 PART VII HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER BY VIRTUE OF CONCURRENTLY SERVING ON ONE OR MORE BOARDS OF DIRECTORS/TRUSTEES OR BY SERVING IN AN EMPLOYMENT RELATIONSHIP ON ONE OR MORE ENTITIES WITHIN THE ICSC AFFILIATES. |
| FORM 990, PART VI, SECTION A, LINE 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 CENTER'S BOARD OF TRUSTEES IS ENUMERATED IN THE ORGANIZATION'S BYLAWS. NOMINEES TO THE BOARD ARE SELECTED BY A NOMINATING COMMITTEE OF THE BOARD OF TRUSTEES. THOSE NOMINEES ARE THEN REVIEWED AND ULTIMATELY ELECTED BY THE OFFICIAL DELEGATE MEMBERS OF REGULAR COMPANY MEMBERS. |
| FORM 990, PART VI, SECTION B, LINE 11B: |
THE ORGANIZATION'S AUDIT FIRM PROVIDES THE ORGANIZATION WITH A DRAFT OF THE FORM 990. THE FORM IS REVIEWED BY THE PRESIDENT, GENERAL COUNSEL AND CHIEF FINANCIAL OFFICER AND SUBSEQUENTLY REVIEWED WITH THE AUDIT COMMITTEE PRIOR TO FILING WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C: |
EACH OFFICER, DIRECTOR, TRUSTEE AND KEY EMPLOYEE OF THE COUNCIL IS REQUIRED TO ANNUALLY DISCLOSE ANY CONFLICTS OF INTEREST THAT ARISE BY VIRTUE OF THEIR EMPLOYMENT AND POSITION WITH THE INTERNATIONAL COUNCIL OF SHOPPING CENTERS (ICSC). ICSC MONITORS COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY TROUGH AN ANNUAL QUESTIONNAIRE SUBMITTED TO THESE INDIVIDUALS. POTENTIAL CONFLICTS ARE INVESTIGATED IMMEDIATELY. |
| FORM 990, PART VI, SECTION B, LINE 15: |
ICSC UNDERTAKES A THOROUGH PROCESS TO ENSURE THAT EXECUTIVE COMPENSATION IT PAYS TO ITS TOP MANAGEMENT OFFICIAL AND ALL OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION IS REASONABLE. ICSC ESTABLISHES THE COMPENSATION OF ITS EXECUTIVES BY OBTAINING AND REVIEWING COMPARABILITY DATA, INCLUDING COMPENSATION SURVEYS AND THE FORM 990'S OF OTHER ORGANIZATIONS. THE BOARD OF DIRECTORS ENGAGES AN INDEPENDENT COMPENSATION CONSULTANT TO HELP ADVISE ON THE APPROPRIATE COMPENSATION LEVELS FOR THE AFOREMENTIONED INDIVIDUALS. ONCE THE COMPENSATION CONSULTANT HAS MADE ITS RECOMMENDATIONS, ALL OF THE COMPILED DATA IS REVIEWED AND/OR APPROVED BY THE EXECUTIVE COMPENSATION COMMITTEE WHO THEN REFERS SUCH MATTERS TO THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES FOR RATIFICATION. |
| FORM 990, PART VI, SECTION C, LINE 19: |
UPON REQUEST, THE ORGANIZATION WILL MAKE AVAILABLE ONLY THOSE DOCUMENTS REQUIRED TO BE DISCLOSED UNDER THE PUBLIC INSPECTION LAWS. |
| FORM 990, PART XI, LINE 9: |
ADJUSTMENT TO PENSION BENEFIT .... $18,250,927 Goodwill write-down .............. (1,800,000) -------------------------------------------------- TOTAL $16,450,927 |
Attach to Form 990 or 990-EZ.