July 25 binder by Finance Guy

Office of Finance & Accounting Services 3211 F OU R T H S T R E E T , NE • W A S HIN G T O N DC 20017-1194 202-541-3028 • F A X 202-541-3386 • W W W . U SC C B . O R G /ABOUT USCCB/ FINANCIAL REPORTING

MEMORANDUM

TO:

USCCB Committee on Budget and Finance: Most Reverend Michael J. Bransfield, Treasurer His Eminence, Edmund Cardinal Szoka Most Reverend Kevin J. Farrell Most Reverend Gerald Kicanas Most Reverend Dennis M. Schnurr Most Reverend Timothy Senior Most Reverend William E. Lori

FROM:

Joyce L. Jones

DATE:

July 9, 2013

RE:

Committee Meeting Thursday, July 25th

Enclosed please find the documentation for the Thursday, July 25th, 2013 meeting of the Committee on Budget and Finance. The meeting will be held in the Studio on the second floor of the Conference building beginning at 8:30 a.m. A continental breakfast will be available at 8:00 a.m. and lunch will be in the Studio immediately following 12:00 Mass. If Arnold Faucette (ext. 3028) or I can assist you in any way, please do not hesitate to call. JLJ:af cc:

Msgr. Ronny Jenkins Msgr. Brian Bransfield Linda Hunt Anthony Picarello, Esq.

TENTATIVE AGENDA COMMITTEE ON BUDGET AND FINANCE JULY 25, 2013 Tab

Presenter(s)

Opening Prayer – 8:30am

Bishop Bransfield

Action: Approve Agenda

Bishop Bransfield

Action: Minutes of February 28, 2013

J. Jones

Action & Info: USCCB Staff House, Headquarters & Villa Stritch

K. Manley J. Jones

Info: Legal Fees & Activity Report

A. Picarello

Action: Pension Plan– Defined Contribution Long Term Investment Policy

T. Ridderhoff

Minutes to be approved by Budget & Finance Committee members.

Staff reports on expected future costs for each facility; requests funding for project; update on Villa Stritch. Written report by General Counsel on legal fees which may be accessible to the dioceses and significant legal matters which could affect the Conference.

Committee to review and vote on DC Retirement Investment Policy.

Action & Info: Investments 1. Amendment to Long-Term Investment Policy 2. Investment Performance

J. Jones D. Patejunas

Staff presents an amendment to the long-term investment policy. Doug Patejunas reviews the USCCB investment portfolio and the performance of the investment managers.

Action: Investment Manager Presentation

D. Patejunas/visitors

Candidates present to Committee.

Opportunity to Attend Mass & Lunch – 12:OOpm G

Info: Charter Audits – Receivable Balance

R. Unalivia

Info: Communications Department

H. Osman

Action: 2014-2017 Proposed Budgets

R. Unalivia

Action: Diocesan Assessment

J. Jones

Info: USCCB Audit Subcommittee Report – 2012 Audited Financial Statements

Bishop Farrell KPMG – W. Lewis/A. McGuinness

Staff reports on collection of charter audit fees Financial update.

Staff presents proposed budget for discussion/approval including Requests for Exceptions. Committee proposes an assessment for 2015.

Chairman of the Audit Subcommittee to report on the 2012 audit

TENTATIVE AGENDA COMMITTEE ON BUDGET AND FINANCE JULY 25, 2013 Tab

Presenter(s)

Action: Fund Balance Analysis

R. Unalivia

Action: Financial Supplementary Schedules

J. Jones

Info: Migration Refugee Services –Administrative Overhead Allocation

J. Jones

Info: Tentative Agenda for February 2014

J. Jones

Closing Prayer & Adjournment – 4:30pm

Bishop Bransfield

Committee examines the sufficiency of the respective balances. Committee to revisit payment structure for the project per request of National Collections Committee.

Response to Archbishop Gomez shared with members.

Committee reviews tentative agenda for next meeting.

ACTION

MEETING MINUTES February 28, 2013

USCCB COMMITTEE ON BUDGET AND FINANCE MINUTES OF February 28, 2013 Members Present: Most Reverend Michael J. Bransfield, Treasurer Most Reverend Dennis M. Schnurr Most Reverend Kevin J. Farrell Most Reverend Timothy Senior Via Conference Call: Most Reverend William E. Lori Staff Present: Monsignor Ronny Jenkins Monsignor Brian Bransfield Ms. Linda Hunt Mr. Anthony Picarello Ms. Joyce Jones Ms. Theresa Ridderhoff Ms. Rosalyn Unalivia Present for a portion of the meeting via phone: Mr. Douglas Patejunas, Hewitt Ennis Knupp & Associates [The meeting minutes are arranged in the order planned for discussion and not the order in which the items were presented during the meeting.]

Opening Prayer: Bishop Bransfield opened the meeting with a prayer. The order of the items on the agenda was changed to ensure there was a quorum for the action items. Agenda Item A: Minutes Archbishop Schnurr stated that a correction was needed on page A-7 of the July 26th minutes which contained the discussion on the Audit Subcommittee Report. With regard to the fifth paragraph on that page, the word “cannot” was needed so that the sentence accurately reflected what was stated. It was agreed that “cannot” would be added. Does the Committee approve the July 26th, August 9th and 27th Committee on Budget & Finance meeting minutes? The minutes were approved.

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Agenda Item B: Villa Stritch/Staff House Msgr. Jenkins updated the Committee on the current state of the Villa Stritch. As background, the General Secretary reminded the group that the Conference annually subsidizes the operations of the Villa Stritch in an amount that averages $500,000 to $600,000. The Conference via the Building Fund pays for the replacement and/or repair of major systems. At the request of the General Secretary, the Vice Director of the Villa Stritch submitted a financial report. The report also included a proposal for the purchase and installation of a new energy efficient heating and ventilation system. Because the proposal had been very recently received, there was insufficient time for the proposal to be vetted and voted upon by the Committee on Budget & Finance. The estimated total cost for purchase and installation is $530,000. The vendor and Vice Director estimate that resulting energy savings will make the payback period 20 years. The Villa Stritch is an older facility with aging mechanical equipment. Ms. Jones noted that the approved five year plan for the Villa Stritch contained an estimate of $200,000 for a similar project. The project would be funded via the Building Fund. In response to a question about the Building Fundâ&#x20AC;&#x2122;s balance, Ms. Jones said that the 2011 audited fund balance approximated $25 million. Staff informed the group that the fund balance did not equate to cash. The fund balance represents the underlying net asset value of the various line items. Staff was directed to perform an analysis to determine the portion of the long term investments that are attributed to the Building Fund. In response to Bishop Seniorâ&#x20AC;&#x2122;s question, the members were told that the annual allocation from the General Fund to the Building Fund approximates $400,000. Archbishop Schnurr stated and the Committee members agreed that since major repairs will soon be required to the aging Villa Stritch and Staff House, it would be prudent to notify the body of bishops because the Building Fund will not be able to sustain all the requests. A special assessment to the dioceses might be necessitated. Bishop Bransfield agreed to notify the bishops of the capital improvements necessary for the Villa Stritch and Staff House. Msgr. Jenkins recommended that Keith Manley, Executive Director of General Services attend the July Committee on Budget & Finance meeting to outline what he (Mr. Manley) envisions will be the needs over the next ten years for future capital costs for both the Villa Stritch, the Staff House and the USCCB headquarters. Agenda Item C: Budget Guidelines & Assumptions 2014-2017 Ms. Rosalyn Unalivia presented this action item. She noted that like the prior year, the budgets for the two most current years (2014 and 2015) would be presented in detail while the out years (2016 and 2017) would be presented at the summary level.

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A different approach was taken in developing the guidelines. Emphasis was put on forecasting not only the General Fund expenses but also on the revenue. The result was that the forecasted revenue was not sufficient to cover an increase in expenses. Accordingly, staff recommended that the budget guidelines for 2014 and 2015 carry a zero percent increase for both salaries and normal operating expenses, i.e., all non-payroll related expenditures. Staff informed the Committee that the projected revenue figures only recognize realized gains in investment income not unrealized gains. In response to a question by the members, staff noted that excluding the unrealized gains was not out of the ordinary. Ms. Unalivia explained that a three year rolling average of the realized gains was used in the projection. Bishop Bransfield asked who makes the buy and sale decisions for the Conference’s investment portfolio and was told that those decisions are made by the investment managers. The members were told that Mr. Doug Patejunas who has provided service to the Conference for over 20 years monitors the investment managers. Archbishop Schnurr voiced concern about the possibility of the Conference being investment rich and cash poor adding that the purpose of the investments is not being fully utilized if the funds are not used. Msgr. Jenkins suggested that a policy be established to counter this possibility. Several committee members expressed concern over no planned increase for salaries for 2014 and 2015 as suggested in the budget guidelines. After discussion it was agreed that for budgeting purposes there would be no increase with the hope that at the end of the year, an increase would be affordable. More to that end, the assumptions for the pension contribution are likely overstated as USCCB should begin to see a positive impact from freezing the pension plan. This would have a favorable impact on the fringe benefits. Msgr. Jenkins added that currently we have an across the board salary increase program but are looking to move to a merit increase program. The change is estimated to take two years to implement. Ms. Unalivia stated that for 2014 and 2015 we will use a rate of 47.5% for the AOA and 41% for fringe costs. Staff added that once the department budgets have been received, the AOA rate may be different from that contained in the guidelines. Staff recommended that the Bishops’ Travel Fund budget be reduced by $25,000 to $100,000. The reduction was based on prior years’ usage. For the 2016 and 2017 budget assumptions, staff recommends a 3% increase for payroll and 1% for non-payroll expenses. A motion to accept the budget guidelines 2014-15 was made and approved. A motion to approve the 2016-17 assumptions was made and approved. A motion to reduce the Bishops’ Travel Fund to $100,000 was made and approved. Budget Development – Looking Ahead Following up on the summer 2012 Committee on Budget & Finance meetings, Ms. Joyce Jones updated the bishops on the format of the consolidated and comparative budgets. She noted that the

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current format mirrored that used since 2004. Staff recommended that MRS and the National Collections offices be presented separate from the General Fund budgets to give more transparency. The committee members agreed on this approach. Agenda Item D: Communications Ms. Helen Osman, Secretary of Communications, led the discussion on this action item surrounding the financial status of her office with particular attention to those revenue generating units. The members’ principal question was whether the Catholic News Service (CNS) was profitable or not. They expressed some consternation that obtaining the numbers was not straightforward. Ms. Osman stated that CNS was not losing money but emphasized the need to reorganize and reach out to new markets. Ms. Jones offered that part of the difficulty in obtaining unit specific information, e.g., for CNS and the publishing activities, results and resulted from combining funds from CNS and the other Communications units into one cost center. Ms. Osman explained adding that the reason for the combining was in an effort to consolidate vendors. Ms. Osman asked for guidance from the Committee on how the office should be funded. Specifically, should the Administrative Overhead Allocation (AOA) continue to be frozen at $517,000 and what was the appropriate level of funding from the General Fund? The Committee was concerned that the body of bishops is not aware that the real General Fund contribution to the Office of Communications approximates $1.9 million. Msgr. Jenkins stated that at Cardinal Dolan’s request staff was reviewing the structure of the Office hoping to find ways to generate long term revenue streams. At issue is the long standing practice of restricting ecommerce to the three states in which the Conference “does business.” This limitation is believed, to have an adverse effect on the ability to generate income. The benefit of that restriction during the child sex scandals was acknowledged. Bishop Farrell asked what created the bishop’s reluctance to fully utilize ecommerce. Mr. Anthony Picarello explained that early in the abuse crisis, litigants tried to include the Conference as a defendant. The principle defense that was effective was that state did not have jurisdiction over the Conference because it (the Conference) was located in the District of Columbia and only did business in New York and Florida. If we only operated in a small number of states, then those courts could not claim general jurisdiction. The Conference was twice called as defendants and each time it was a close case but no action was taken against the Conference. The solution was to ensure that the sales transactions were processed in the District of Columbia as opposed to a commercial merchant processor such as, PayPal. The Conference has remained anchored to the current policies.

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Msgr. Jenkins said that he would present the independent review to the Executive Committee to see if that committee would agree to ask the Administrative Committee to petition a study to address the ecommerce jurisdictional issue. Returning to the earlier issue, Bishop Bransfield recommended that the Office of Communications be charged the full amount of the AOA and that the same be reflected in the financial statements for that Office. A motion was made to show the Office of Communications AOA at the full cost. The motion was approved. Agenda Item E: Diocesan Assessment Ms. Jones reminded the Committee that the annual diocesan assessment for 2013 and 2014 were approved and approximated $10.7 million. In November 2012 the body of bishops voted for “no increase” to the 2014 annual assessment. Ms. Jones made mention of the pattern of increases and freezes to the assessment from 2000 through 2012 noting that the Conference will not be able to sustain that pattern as the cost of living has not been on the same trajectory. Archbishop Schnurr added that in ten years the assessment has only grown 5%. Ms. Unalivia stated the diocesan assessment outstanding receivables for 2012 were $373,600 with $358,000 of that balance being associated with receivables outstanding more than 90 days. Bishop Bransfield stated that he would be willing to sign follow up letters for all of the dioceses that are not in bankruptcy. Agenda Item F: Investment Performance Mr. Doug Patejunas of Hewitt Ennis Knupp reviewed the USCCB investment portfolio performance for both the fourth quarter and the year ended December 31, 2012. He reported that 2012 had been a good year for the US stock market with the S&P up 16%, EAFE Index up 17.3%, Emerging Markets up 18.2% and the Bond Index up 4.2%. He also noted that it was the first time in three years that the foreign markets had outperformed the US markets. The long term pool beginning market value was $223.9 million, investment earnings approximated $27.4 million and the ending market value was $251.3 million. Over the one year period, the long term pool gained 12.0% underperforming its policy benchmark by 0.1 of a percentage point. Mr. Patejunas reported on the investment managers’ performance noting that the Investment Counselors of Maryland (ICM) had again lagged behind its benchmark. ICM has now recorded three consecutive years of poor returns. The report on ICM’s less than optimal performance resulted in a great deal of conversation among the members. The general consensus was that the Conference (via Mr. Patejunas) should begin considering candidates to replace ICM. The Treasurer offered that if the members thought it appropriate, the Committee could invite ICM to attend the July Committee on Budget & Finance meeting to explain their performance.

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Mr. Patejunas reported that both the CUIT International fund and TCW MetWest performed well in 2012. The Aberdeen EAFE Plus Portfolio which replaced the State Street index fund in July 2012 had a 7.6% rate of return for the five months since inception lagging the foreign index rate of 12.1% for the same period. Archbishop Schnurr inquired about the prudence of telling our investment managers that we would like to claim a defined percentage of unrealized gains. Mr. Patejunas cautioned that such action could have one of two results: 1) the mangers would sell the stock that has appreciated and buy it right back to flush out the gains but the Conference would have to pay a brokerage fee on both sides and be out of the market for a day; or 2) the mangers could sell a stock and purchase another stock and capture the unrealized gains that way which might not be advantageous if the stock was deemed to be a good long-term investment. The investment managers tend to take the long term approach when investing and not the quarter-to-quarter returns which could be the reason for large unrealized gains. In response to Bishop Bransfield’s question, Mr. Patejunas said that yes, it would be smarter for the Conference to gauge our budget on the endowment instead of just the realized gains. In response to Ms. Jones’ question on including unrealized gains in the budgeting process, Mr. Patejunas said the unrealized gains should be included as part of the portfolio balance. Staff was instructed to look at the 2007 budget to determine whether the Conference’s past budgeting practice included unrealized gains. Staff will confirm whether unrealized gains were included in the 2007 Budget and provide a copy of the 2007 budget to the Committee should it be determined that the unrealized gains were in fact included in the budget. The members discussed the merits of including unrealized gains and losses in the budgeting process. They also wanted to consider establishing a policy that would mitigate the possibility of being cash poor and investment rich. Msgr. Jenkins suggested that staff review the Conference’s current practices and present options at the July meeting. Agenda Item G: Accounting Practices Committee Ms. Jones stated that the vote on the Accounting Practices Committee’s changes to the Diocesan Financial Issues manual would be taken by proxy via e-mail. Agenda Item H: Pension & Health Plans Ms. Theresa Ridderhoff, Executive Director of Human Resources, presented. Ms. Ridderhoff stated that the Executive Committee voted to “hard freeze” the Pension Plan, effective December 31, 2013 and to eliminate the Rule of 85 early retirement benefit, effective December 31, 2014. The Conference’s 403(b) defined contribution plan will be redesigned and will become the primary retirement savings program for Conference employees. Ms. Ridderhoff noted that this plan will be

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enhanced through employer contributions, consisting of both automatic and matching contributions. There were also changes to the retiree health benefits with regard to eligibility and premiums. These become effective January 1, 2014. New hires and employees returning to the Conference on or after January 1, 2014 will not be eligible for retiree health benefits. Additionally premiums will be added for non-grandfathered employees retiring after that date. Ms. Ridderhoff noted that under the advice of counsel notices were sent to current USCCB retirees about the changes, and they were informed that future changes may be necessary. Conference staff was notified of these benefit changes in September 2012. The changes were well received by newer employees, but met with concern by those closer to retirement. A defined benefit plan provides a guaranteed payment, whereas a defined contribution plan does not. The Conference has engaged AFS Financial Group (AFS) to assist with the development of the new defined contribution plan which will take place in five phases. AFS will first conduct a full analysis of Mutual of America, the current 403(b) plan vendor. We would like to begin rolling out the new plan in the third quarter of this year. Msgr. Jenkins stated that the redesigned plan will need to be approved by the Executive Committee, and the plan development is on schedule with their current meeting timeline. Ms. Ridderhoff also provided an update on employee healthcare benefits. She stated that the Conference contributes 85% of the cost of the premium for the employee. For dependents the Conference subsidizes slightly less at 80%. Premiums on average are in sync with industry averages. The total number of covered members in the Conference health plan is 690. There are several new fees and taxes under the Affordable Care Act. Ms. Ridderhoff stated that this year we will pay the PCORI fee, which is $1 per covered member for this first year, resulting in a payment of $690 for 2013 and $2 per covered member for 2014. The transitional reassurance fee will take effect in January 2015. At $63 per covered member, excluding Medicare recipients, we anticipate this fee to be approximately $35,000. The transitional reinsurance fee is being charged to employers to help fund the high risk pool in the public health care exchange program. The Cadillac tax goes into effect in 2018. It is essentially an excise tax of 40% on the value of health insurance benefits exceeding $10,200 for single coverage and $27,500 for family. Currently, Conference employee-only coverage does not exceed the threshold. However family coverage is slightly over. If the tax were in effect today, the Conference would be liable for a $17,800 payment. Ms. Ridderhoff added that we will monitor the impact of these fees closely and look for opportunities to manage costs. For example, if the Conference is able to discontinue grandfather status there would be more flexibility to determine the levels and types of coverage offered. Agenda Item I: 2012 Audit â&#x20AC;&#x201C; Financial & OMB A-133 Bishop Farrell stated that he had received the 2012 audit plan from Ms. Wendy Lewis of KPMG and hopes to have the audit completed by the beginning of June. He added that KPMG planned to

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provide audited financial statements by the beginning of July but he insisted that they try for June to give the Committee on Budget & Finance sufficient time to review the statements prior to the July meeting. Bishop Farrell commended KPMG stating the he believes they are doing a good job and that the costs have been significantly less. Ms. Jones stated the cost for the 2012 audit is estimated at $263,000 which is $20,000 less than the prior year with a portion of that total relating to the OMBA-133 audit. Bishop Farrell reiterated that he is pleased with KPMG and the cost savings over the last three years, and recommended that the Conference stay with KPMG for at least the next two years. Agenda Item J: Financial Supplement Schedules Ms. Jones presented stating that there have been continuous requests to provide the more detailed supplementary schedules that used to be part of previous audits. Those departments most impacted were National Collections Office (NCO), Migration Refugee Services (MRS) and the National Retirement Office (NRRO). Finance & Accounting has been able to provide NRRO with the additional statements requested but we have not been able to do the same for the other departments. The other two departments desire to see the impact of the inter-conference transfers on their net asset balances. When presenting the GAAP (Generally Accepted Accounting Principles) financial statements those inter-conference transfers must be eliminated which impacts the way it is presented in the audited financial statements. It was approved at the last July 2012 meeting that the staff would supply the supplemental schedules and staff informed the Committee that there would be additional costs associated with these requests. At that time the Committee approved spending up to $300,000 and requested that staff come back to this Committee with a proposal for allocating the costs. Staff proposed that 93% be paid by National Collections and 7% for MRS. These percentages were based upon a three year average of their respective net asset balances. Staff will proceed with the study with the assistance of consultants and temporary workers to gather the information. KPMG has yet to price out the costs for the additional research of these schedules. Archbishop Schnurr asked whether the distribution of payment had been discussed with Johnny Young, MRS and Patrick Markey, NCO. Ms. Jones replied yes but offered that the specifics had not yet been shared; however, each department has offered to pay for the work. The Archbishop continued and stated that we should first obtain feedback from the two affected departments. Agenda Item K: MRS Msgr. Jenkins summarized the issue explaining that MRS believes they should bear only the portion of the Administrative Overhead Allocation (AOA) that is reimbursable by the federal government. He also noted that this has been a long standing MRS concern and was mentioned in the 2005-2006 study that was done to determine whether MRS should divest from the larger Conference. Because MRS does not receive General Funds, they want the General Fund to cover amounts in excess of the government rate. For example, if the Conferenceâ&#x20AC;&#x2122;s rate is 50% and the Government allows 38%, they want the General Fund to pay the 12% as opposed to MRS using their own reserves.

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Archbishop Schnurr recommends that MRS use their reserves to cover their overhead charges. Archbishop Schnurr added that going back to at least 1989 the General Fund has not covered MRS’s share of the AOA. A motion was made that the MRS first exhaust its reserves before seeking funding from the General Fund. The motion was approved. Agenda Item L: Legal Fees & Activity Report Mr. Picarello stated that the appeal of the ACLU vs. HHS had been resolved favorably. The total cost was $78,000. While the Conference does not expect the ACLU to take further action on this matter, the ruling does allow for the ACLU to file other similar suits with respect to other contracts the Conference has with HHS and other government agencies. Currently, there is no indication that they plan to do this. Agenda Item M: Charter Audits Ms. Unalivia stated that the current balance of the Charter audits is $66,000. Of that amount only $4,000 relates to 2011 and 2012 charter audits. The balance of $62,000 is associated with audits that date back as far as 2006. Staff inquired about writing off receivables for dioceses in bankruptcy. After discussion by the members, it was agreed that the balances would not be written off instead an offsetting allowance for bad debt would be recorded. A motion was made to record an allowance for bad debt for both outstanding charter audit balances and diocesan assessment balances for those dioceses in bankruptcy. The motion was approved. Agenda Item N: Bishops’ Committee Meeting Travel Fund Ms. Unalivia reported on the five year history of spending noting that spending during that time frame was well under the $125,000 annual budget. It was recommended that 2014 allotment have a budget of $100,000 – a $25,000 reduction from previous years. [The action item was moved and approved as part of the Budget Guidelines.]

Agenda Item O: Financial/Activities Reports of Affiliated Organizations Ms. Jones reported on the financial activities of the Conference’s affiliated organizations. NCCW has an outstanding balance owed to the Conference. Archbishop Schnurr added that NCCW’s financial struggles are directly related to a decrease in their membership. ICEL had no noteworthy items in their financial statements. There was a change in the organization from the International Committee on English Literature to International Commission on English Literature. There was nothing substantial in their financial statements which contained an unqualified opinion.

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There was nothing noteworthy in CLINICâ&#x20AC;&#x2122;s financial statements. They received a clean (unqualified) opinion on their audited financial statements and had a moderate increase in their overall finances. Pastoral Provisionâ&#x20AC;&#x2122;s report was not available in time for the committee meeting. Holy Childhood received an unqualified opinion on the financial statements. Their numbers were restated numbers for 2011 for a change in presentation between years. Net assets decreased due to a decline in investment value. Bishop Bransfield asked why the Conference does not receive the audited financial statements of Catholic Relief Services (CRS). The General Secretary stated that the reason is that legally CRS is separate entity. The General Counsel, Anthony Picarello, confirmed the response. Bishop Bransfield recommended that USCCB receive financial reports from CRS, the Catholic University of America (CUA) and the North American College (NAC). Bishop Senior added that at the last meeting, the Budget & Finance members agreed that any entity receiving funds from the national collections would be required to present a financial report to this committee. Bishop Bransfield stated that he would raise the question of receiving the audited financial statements for CRS et al at the September Administrative Committee meeting. Agenda Item P. Tentative Agenda There were no changes to the tentative agenda for July 2013.

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ACTION

USCCB Staff House & Headquarters

ACTION

USCCB STAFF HOUSE AND HEADQUARTERS

Keith Manley, Executive Director of General Services will discuss expected future costs for the Villa Stritch, the Staff House and the USCCB Headquarters. There is also a request for funding for a lighting project at the USCCB Headquarters. Refer to page B-2 for more detail.

ACTION: Does the Committee approve funding for the lighting project at the USCCB Headquarters?

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Office of General Services 3211 FOURTH STREET NE, WASHINGTON, DC 20017. 202∙541·3330, FAX 202·541·3322

MEMORANDUM

To:

Budget & Finance Committee

From:

Keith Manley

Date:

July 8, 2013

Re:

Lighting Retrofit Project

I respectfully request $221,074 from the building fund to retrofit our existing lighting system with new energy efficient lamps and low power electronic ballast. This project was not included in the 2012-2016 five year plan. As of July 14, 2012 the US Department of Energy has barred the manufacture or import of most T12 lamps. This includes all lamps used by USCCB. The lighting project will retrofit 2,839 T12 type fixtures to T8 lamps with electronic ballast. There will be a five year warranty on the ballast and three years on the lamps. Savings 34,977 2,224 6,944 44,145

Electrical savings per year HVAC savings per year Material savings per year

221,074 ÷ 44,145 = 5 year payback.

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INFORMATION

Villa Stritch Ventilation System

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INFORMATION VILLA STRITCH VENTILATION SYSTEM UPDATE

The Villa Stritch operations fall under the purview of Monsignor Fucinaro. At the February 2013 Committee on Budget & Finance meeting materials were introduced from Msgr. Fucinaro requesting approval and funding for a new ventilation system; however, the materials were received by the Committee too close to the actual meeting day to allow proper vetting. Subsequent vetting did occur and a vote by proxy was taken. 

Five of the seven committee members voted to allow the Villa Stritch to move forward with the project.



One member voted to wait until the July Committee on Budget & Finance meeting to vote.



One member did not vote.

Msgr. Fucinaro was notified and the work has begun. The estimated cost was $530,000. Below is the Monsignor’s report on the project as of June 30, 2013. _______________________________________________ The work is proceeding along at present, at this point, in a preparatory way for the new equipment that has been ordered and is set to arrive in approximately 3 weeks from now. Much of the work being done now is by way of modifications to the system of pipes in our boiler room and at the cooler tower so that when the new equipment arrives it will be able to be attached rapidly. Preparations to the storage room in the basement beneath the Salone are being made in preparation for the arrival of the new HVAC equipment for the Salone. Excavation is set to begin in the coming week for the new circulatory water lines which need to run from the boiler room to the cooling tower for the heat exchange portion of the functionality of the biomass boiler. In Christ, Msgr. Fucinaro

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INFORMATION

Legal Fees & Activity Reports

C-1

C-2

C-3

C-4

ACTION

Pension Plan

ACTION

DEFINED CONTRIBUTION RETIREMENT PLAN The Conferenceâ&#x20AC;&#x2122;s 403(b) defined contribution plan will be redesigned and will become the primary retirement savings program for Conference employees. This plan will be enhanced through employer contributions, consisting of both automatic and matching contributions. Because of the new design, staff under the advisement of and working with AFS, have developed a potential investment policy for the defined contribution plan (refer to page D2).

ACTION: Does the Committee adopt the presented long term investment policy for the defined contribution retirement plan?

D-1

Investment Policy Statement

United States Conference of Catholic Bishops Defined Contribution Retirement Plan

June 2013

D-2

Investment Policy Statement

TABLE OF CONTENTS SECTION

I. II. III.

PAGE

Introduction

The Purpose of the Investment Policy Statement

Roles and Responsibilities

Recordkeeper Investment Managers Financial Advisor Plan Trustees Participants IV.

Investment Objectives

Selection of Investments and Managers

VI.

Investment Monitoring and Reporting

Manager Removal

VII. VIII. IX. X. XI. XII.

Participant Education Program

Measuring Plan Costs

Further Guidelines

Coordination with the Plan Document

Review Procedures for the Investment Policy Statement

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Investment Policy Statement SECTION I. INTRODUCTION The United States Conference of Catholic Bishops (USCCB) sponsors the United States Conference of Catholic Bishops Defined Contribution Retirement Plan (the Plan) for the benefit of its employees. It is intended to provide eligible employees with the tools and resources to accumulate retirement savings through a combination of employee and employer contributions to individual participant accounts and the earnings thereon. The Plan is a qualified employee benefit plan intended to comply with all applicable federal and state laws, and regulations, including the Internal Revenue Code of 1986, as amended. This plan qualifies for Church Plan status and therefore is not subject to the Employee Retirement Income Security Act of 1974 (ERISA), as amended. However, the Plan may reference ERISA as a best practice to its own management and oversight, when applicable. The Plan’s participants and beneficiaries are expected to have different investment objectives, time horizons, and risk tolerances. To meet these varying investment needs, participants and beneficiaries will be able to direct their account balances among a range of investment options to construct diversified portfolios that reasonably span the risk/return spectrum. Participants and beneficiaries alone bear the risk of investment results from the options and asset mixes they select. SECTION II. THE PURPOSE OF THE INVESTMENT POLICY STATEMENT This Investment Policy Statement is intended to assist the Plan’s trustees by ensuring that they make investment-related decisions in a prudent manner. It outlines the underlying philosophies and processes for the selection, monitoring and evaluation of the investment options and investment managers utilized by the Plan. Specifically, this Investment Policy Statement:        

Defines the Plan’s investment objectives Defines the roles of those responsible for the Plan’s investment options Describes the criteria and procedures for selecting investment options and investment managers Establishes investment procedures, measurement standards and monitoring procedures Describes corrective actions that may be taken should investment options and investment managers fail to satisfy established objectives Describes the types of educational materials to be provided to Plan participants and beneficiaries Describes ways to comply with trustee obligations and applicable laws and regulations Provides appropriate diversification within investment vehicles

This Investment Policy Statement will be reviewed at least annually, and if appropriate, can be amended to reflect changes in the capital markets, plan participant objectives, or other factors relevant to the Plan.

D-4

Investment Policy Statement SECTION III. ROLES AND RESPONSIBILITIES The parties involved in the management, oversight, and administration of the Plan’s investments and assets include, but are not limited to: The Recordkeeper (or vendor), responsible for maintaining and updating individual account balances as well as information regarding plan contributions, withdrawals and distributions. Mutual Funds (or Investment Managers) - responsible for making reasonable investment decisions consistent with their stated investment objectives, which correspond to the stated approach and goals of the Plan. The Financial Adviser(s), responsible for assisting plan trustees in the overall management of the plan and its investment options. The advisor will also be responsible for reviewing and evaluating individual funds for fund manager changes, style consistency and performance, and making recommendations to the Plan Trustees, Office of Human Resources and Office of Finance and Accounting. In advising the Plan Trustees, the Financial Adviser(s) will serve as a co-fiduciary of the Plan, with the Trustees. The Plan Trustees, comprised of an Associate General Secretary, Chief Financial Officer and Executive Director, Office of Human Resources, responsible for (subject to the terms of the Plan document):         

Following the Plan’s Investment Policy Statement. Selecting the Plan’s investment options; then periodically evaluating the investment performance and approving investment option changes, additions and deletions Selecting an investment(s) for default / QDIA when a participant fails to provide investment direction Periodically monitoring plan statistics and performance metrics Periodically monitoring all Plan service providers Periodically monitoring the Plan’s costs Adopting the Plan Document and/or Adoption Agreement Approving plan amendments and restatements (as applicable) Approval of Plan participant education and communication programs

Participants and beneficiaries, who are authorized to direct investment of assets in their accounts, selecting from investment options offered under the Plan as they deem appropriate to meet their own retirement savings objectives. Participants may exchange and transfer amounts in their accounts among the various investment options on a daily basis (subject to restrictions applicable to the investment vehicle, if any). It is intended that the Plan provides participants with sufficient information to make informed decisions. Therefore, the Plan adheres to all state and other regulations, clearing the Plan from liability resulting from participant-directed (or defaulted) investments losses.

D-5

Investment Policy Statement SECTION III. ROLES AND RESPONSIBILITIES (cont.) Oversight standards. The Financial Advisors and Plan Trustees shall discharge their respective responsibilities “solely in the interests of the plan participants and beneficiaries”; “with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and of like aims”; and otherwise in compliance with all applicable standards set forth in applicable state laws.

SECTION IV. INVESTMENT OBJECTIVES The Plan’s investment options will be selected to:      

Provide reasonable return within reasonable and prudent levels of risk Provide returns comparable to returns for similar investment options Provide access to a wide range of investment opportunities in various asset classes Provide appropriate diversification within investment options Maintain investment manager’s adherence to stated investment objectives and style Control administrative and management costs

D-6

Investment Policy Statement SECTION V. SELECTION OF INVESTMENTS AND MANAGERS The selection of investment options offered under the Plan is among the Plan Trustees most important responsibilities. Set forth below are the considerations and guidelines employed in fulfilling this oversight requirement. Investment Selection The Plan intends to provide an appropriate range of investment options that will span the risk/return spectrum. Further, the Planâ&#x20AC;&#x2122;s investment options are intended to allow Plan participants to construct portfolios consistent with their unique individual circumstances, goals, time horizons and tolerance for risk. Major asset classes to be considered may include, but are not limited to: Target Asset Classes that may be offered (active and/or passive)*: Large Growth^ Mid Growth^ Small Growth^ Money Market / Stable Value Multisector^

Large Blend^ Large Value^ Mid Blend^ Mid Value^ Small Blend^ Small Value^ Short-term bond^ Intermediate bond^ Specialty Assets incl. Socially Responsible Investments^

^ Indicates offering of Domestic and International options

Professionally diversified options that may be offered: Asset Allocation

Target Retirement Date

The Plan will evaluate other asset classes from time to time and determine whether or not to include such offerings to participants.

* Asset classes are dependent upon available funds and asset classes offered by provider

D-7

Investment Policy Statement SECTION V. SELECTION OF INVESTMENTS AND MANAGERS (cont.) After determining the asset classes to be used, the Plan Trustees, with assistance from the Plan’s Financial Advisor, will evaluate and choose the desired investment option(s) for the Plan’s investment menu. If an investment manager (responsible for the management of the underlying investment vehicle, such as a mutual fund, commingled account or separate account) is chosen as the investment option, the minimum criteria shall be considered: 1. It should be a bank, insurance company, investment management company, mutual fund company or an investment adviser under the Registered Investment Advisers Act of 1940: 2. It should operate in good standing with regulators and clients, with no adverse material pending or concluded adverse legal actions; and 3. All relevant quantitative and qualitative information on the fund manager and fund should be made available by the manager and/or vendor. In addition to the minimum criteria above, all investments under consideration shall be reviewed according, but not limited, to the following criteria:     

The asset manager should exhibit attractive qualitative characteristics including, but not limited to the organization’s size, structure, and history; management profile and investment philosophy; staff experience and depth Investment performance should be competitive with an appropriate style-specific benchmark and the median return for an appropriate, style-specific peer group Specific risk and risk-adjusted return measures should be reviewed by the Plan and be within a reasonable range relative to appropriate, style-specific benchmark and peer group Competitiveness of fees and expense ratios, compared to similar investments The investment manager should be able to provide all performance, holdings, and other relevant information in a timely fashion on at least a quarterly basis.

Default Investments - The intent of the Plan is to encourage participants to select their investments. However, in those situations where the participant does not select their own investments, the plan trustees have established a default investment vehicle. This default vehicle will be selected and monitored utilizing industry best practices, in effort to ensure it best suits the general demographics of the organization and its participant population.

D-8

Investment Policy Statement SECTION VI. INVESTMENT MONITORING AND REPORTING The on-going monitoring of investments must be a regular and disciplined process. It is the mechanism for revisiting the investment option selection process and confirming that the criteria originally satisfied remain so and that an investment option continues to be a valid offering. Frequent change of investments is neither expected nor desired. Monitoring will utilize the same investment selection criteria used in the original selection analysis. Unusual, notable, or extraordinary events should be communicated by the investment manager and/or vendor on a timely basis to the Financial Advisor and Plan Trustees. Examples of such events include portfolio manager or team departure, violation of investment guidelines, material litigation against the investment management firm, or material changes in firm ownership structure and announcements thereof. The Plan Trustees with guidance and analysis from the Financial Advisor, and other outside investment advisory consultants (if applicable), shall evaluate the results of the existing investment options with consistent frequency – recommended to be performed quarterly, but no less frequently then annually. The process of monitoring investment performance relative to specified guidelines will be consistently applied, and the following criteria will be considered:     

If overall satisfaction with the investment option is acceptable, no further action is required. If areas of dissatisfaction exist, the investment manager and/or plan fiduciaries may take steps to remedy the deficiency. The investment option may be placed on a “watch list”. Each investment on the “watch list” will be carefully reviewed against alternatives available within the plan’s investment platform. If an investment option is on the “watch list” for four consecutive quarters, or six of the previous eight quarters, the investment option may be considered for possible removal; notwithstanding the foregoing, an investment option can be removed prior to either of these conditions being satisfied if it is determined it is prudent to do so. This consideration will follow the removal process in Section VII, as applicable. D-9

Investment Policy Statement SECTION VI. INVESTMENT MONITORING AND REPORTING (cont.) At any time, the Financial Advisor, with approval from the Plan Trustees, may remove and/or replace a fund, if through their consistent and prudent analysis, an alternative investment option has been deemed more appropriate and suitable for the plan and its participants. All replacement or additions of new investment options shall follow the selection criteria outlined in Section V. Asset allocation and/or index investment options or accounts will be scored and monitored. Due to the unique characteristics of these investment vehicles, they will also be reviewed using specific criteria reflecting their investment nature.

SECTION VII. MANAGER REMOVAL Any decision by Plan Trustees to remove an investment option will be made on a case-by-case basis, and will be made based on all known facts and circumstances, including, but not limited to:          

The objective analysis (described herein) Administrative impact on the Plan Timing Employee communications issues The availability of other (potential replacement) managers Underwriting and plan provider limitations Financial considerations (hard and soft dollar fees) Professional or client turnover A material change in the investment process Other relevant factors

Considerable judgment must be exercised in the termination decision process. A manager to be terminated shall be removed using one of the following approaches:   

Remove and replace (map assets) with an alternative manager. Phase out the manager over a specific time period. Remove the manager and do not provide a replacement manager.

Replacement of a removed manager shall follow the criteria outlined in Section V: Selection of Investments and Managers.

D-10

Investment Policy Statement SECTION VIII. PARTICIPANT EDUCATION PROGRAM The Plan will periodically communicate to employees that they can direct their own investments and investment changes. The Plan intends to provide periodic employee education programs, materials and communications to assist employees in making informed decisions. Educational materials and information may be distributed in print form, electronic form, or presented in participant meetings. The Plan intends to make the following available:   

Periodic enrollment and investment education, through one or more of the following: onsite meetings, phone and/or web conference, and written materials; Summary Plan Descriptions and plan-related disclosure available to all employees; General information on investment risk, inflation, taxation impact, asset classes; and other investment tools to assist participants in making informed investment decisions.

SECTION IX. MEASURING PLAN COSTS The Plan Trustees will review at least annually all costs associated with the management of the Plan, including:    

Expense ratios of each mutual fund against the appropriate peer group. Administrative Fees; costs to administer The Plan, including recordkeeping, custody and trust services. All other plan costs and expenses, including investment advisory consultant fees and legal fees. The proper identification and accounting of all parties receiving soft dollars and/or 12b-1 fees generated by The Plan.

SECTION X. FURTHER GUIDELINES Advice As with any designation of a service provider to the plan, the designation of a company or individual to provide investment advice to plan participants and beneficiaries is an exercise of discretionary authority and control with respect to management of the plan. Therefore, USCCB and its Plan Trustees will act prudently and solely in the interest of the plan participants and beneficiaries both in making such designation(s) and in continuing such designations(s). The offering of investment advice, if provided, will be done in compliance with any and all subsequent laws or regulations issued in regard to the providing of such advice. Furthermore, the provider of any investment advice must assume fiduciary responsibility for any such advice provided.

D-11

ACTION & INFORMATION

INVESTMENTS

ACTION

Investment Policy Amendment

ACTION

INVESTMENT POLICY -- AMENDMENT The current investment policy does not address the liquidation of long term investments or stated differently it does not speak to using the investments to aid in the day-to-day operations of the USCCB. Accordingly, and as noted by the Committee on Budget & Finance at the February 2013 meeting, the absence of such a policy could render the Conference investment rich but cash poor. To mitigate that possibility, staff was instructed to present options to this Committee. It is general practice to use an after-inflation return assumption for the Long Term Poolâ&#x20AC;&#x2122;s 10-year return. For the USCCB currently that rate would be 4.0%. It is also common practice to use a 3 year moving average of values. If the Conference were to adopt the three-year moving average for the long term investments, it would be consistent with the current policy used in determining the amount of realized investment gains to use for budgeting purposes. As a policy, staff recommends that the Conference amend the current Long Term Pool Investment policy to include the following language. Spending Rate It is the Committee on Budget & Financeâ&#x20AC;&#x2122;s policy to have funds withdrawn from the Long Term Investment Pool (the Pool) in an amount equal to 4% of the balance at the end of the year immediately preceding when the budget for the current year is approved. This policy is set with the expectation that long-term after-inflation returns with the Long Term Pool will be greater than 4%. Annually, those funds withdrawn from the Pool shall be allocated to the respective funds of the USCCB in accordance with the investment allocation as used in the most recently completed independent annual audit. In addition to the annual withdrawal from the Long Term Investment Pool, the staff of the USCCB Finance & Accounting Services shall have the discretion, with the notification and approval of the General Secretary, to liquidate funds in the Long Term Investment Pool if, and when, needed. Any withdrawals other than the annual withdrawal, shall be reported to the Committee on Budget & Finance at the next regularly scheduled Committee meeting.

The United States Conference of Catholic Bishops Investment Policy for the Pension Fund would remain unchanged. ACTION: Does the Committee approve the amendment to the existing United States Conference of Catholic Bishops Investment Policy for the Long-Term Investment Pool?

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INFORMATION

Investment Performance (Handouts to be provided)

ACTION

Investment Manager Presentation

The United States Conference of Catholic Bishops U.S. Equity Manager Search May 2013

To protect the confidential and proprietary information included in this material, it may not be disclosed or provided to any third parties without the approval of Aon Hewitt.

Background 

The Conference has engaged Investment Counselors of Maryland (ICM) since 1981 as a U.S. stock manager



Although ICM has outperformed the S&P 500 over the long-term, they have failed to do so in recent years



ICM’s protracted performance struggles have caused the Budget & Finance Committee to ask to review alternative managers



ICM’s investment approach is predominantly focused on large-cap stocks, though the manager includes some midsized and smaller-cap stocks



The Conference’s other U.S. stock investment is an S&P 500 portfolio, which provides broad coverage of large-cap stocks



If ICM is replaced, we recommend using this opportunity to introduce a manager that focuses on mid-sized or smaller companies, which would pair nicely with the larger-cap emphasis of the S&P 500 portfolio

The U.S. Conference of Catholic Bishops | May 2013

Candidates 

Hewitt EnnisKnupp reviewed firms that we have approved to recommend to clients in order to identify candidates to present to the Committee



Key selection criteria included: – A focus on mid-cap and smaller companies to complement the existing S&P 500 portfolio – A sound investment approach that is well-executed – Strong organization structure, with long-tenured professionals in key positions – A “core” orientation, or only a mild bias toward growth or value stocks – Reasonable fees for the investment product category – Experience at managing a socially-screened portfolio where judgment is required, and a history of serving other clients with a Catholic affiliation – A track recor0d of success at outperforming a relevant benchmark over multi-year periods



With these criteria in mind, we identified two candidates to recommend to the Committee: – Champlain Investment Partners for a MidCap core portfolio – Iridian Asset Management for a MidCap value/core portfolio

The U.S. Conference of Catholic Bishops | May 2013

Proposed Allocation to the New Manager 

Currently, the allocation within U.S. stocks is 65% to the S&P 500 portfolio and 35% to ICM



In order to strike a reasonable balance between the larger-capitalization focus of the S&P 500 portfolio and the midcap focus of either of the two new managers, we recommend allocating 70% of the U.S. stock allocation to the S&P 500 portfolio and 30% to either new manager



At the current level of assets within the Long Term Pool and pension fund, a 30% (of U.S. stocks) allocation to a new mid-cap manager would equate to an allocation of just under $50 million (combined between the Long Term Pool and pension fund)



On the following pages we provide information on the two manager candidates

The U.S. Conference of Catholic Bishops | May 2013

Candidate Characteristics Champlain

Iridian

Burlington, Vermont

Westport, Connecticut

2004

1996

100% employee-owned

Firm Assets Under Management ($ billions)

$4.4 billion

$8.0 billion

Product Assets Under Management ($ billions)

$1.4 billion

$6.1 billion

Mid Cap Core

Value/Mid Cap

Product Inception Date

3/2004

1/1994

Fee Schedule (assuming mandate of $50 million)

0.85%

0.79%

$10 million

Firm Headquarters Location Year Founded Ownership Structure

Product Name

Separate Account Minimum ($ millions)

The U.S. Conference of Catholic Bishops | May 2013

Champlain Investment Partners – Mid Cap Core 

The Champlain investment process is primarily driven by bottom-up fundamental research work in which the investment team applies specific qualitative “sector factors” to each sector of the market place seeking to identify companies that have superior business models – For example, within the consumer sector, the investment team searches for companies that exhibit meaningful brand loyalty and seeks to avoid companies that may be susceptible to fashion or fad risk – The qualitative sector factors lead the investment team to exclude approximately two-thirds of the strategy’s investable universe



The investment team also places a meaningful importance on evaluating company management as well as a firm’s corporate governance practices – The manager seeks to identify credible and sincere management teams that are incentivized to be thoughtful capital allocators



Risk is primarily controlled through the firm’s qualitative sector factors and robust fundamental due diligence process – The investment team will consider macroeconomic factors into its stock selection research work when conducting its valuation analysis



Champlain’s disciplined approach to fundamental research has led to strong long-term risk-adjusted returns for the strategy

The U.S. Conference of Catholic Bishops | May 2013

Iridian Asset Management – Value/Mid Cap 

The Iridian investment process focuses on identifying corporations in the process of change – The approach is based on the belief that while markets are generally efficient in the determination of value, they regularly fail to discount the long-term strategic and investment implications of dramatic structural change in a company or industry



The investment team employs a two-step stock selection process and uses primarily internally generated research to identify companies undergoing “corporate change” and generating large amounts of free cash flow Step 1: Identify companies undergoing “corporate change” – The investment team researches a company when an investment premise or event indicates that a catalyst exists for realization of investment value. Such events include: management change, significant stock repurchase, acquisition/consolidation, divestiture/spin-off, strategy to enhance shareholder value, and changing industry conditions – By focusing on the identification of an investment basis, the manager seeks to first identify the character and magnitude of the opportunity for significant change in a company that would otherwise not be captured in a traditional statistical approach to investing Step 2: Use corporate finance techniques to establish a company’s economic valuation – Iridian analyzes companies as if it was a potential acquirer of the entire business - first determining the total market capitalization of a company and then calculating cash flow – For the firm to consider a stock for purchase, it must be expected to increase by 50% in 18 to 24 months

The U.S. Conference of Catholic Bishops | May 2013

Investment Team Factors Champlain (1)

Iridian

Scott Brayman, CFA

Sturgis Woodberry, CFA

Analysts

Traders

Size of Team

Portfolio Manager

(1) All

of the investment professionals responsible for the Mid Cap Core strategy also manage the Small Cap Core strategy

The U.S. Conference of Catholic Bishops | May 2013

Key Investment Professionals 

Scott Brayman, CFA – Chief Investment Officer / Managing Partner – Mr. Brayman leads the investment team at the firm. Prior to joining Champlain, Mr. Brayman was a Senior Vice President at NL Capital Management, Inc and served as a Portfolio Manager with Sentinel Advisors, Inc. He was responsible for managing small cap and core mid cap strategies. He was a Portfolio Manager and Director of Marketing for Argyle Capital Management in Allentown, PA., before joining NL Capital Management, Inc – Mr. Brayman graduated cum laude from the University of Delaware with a BA in Business Administration. He earned his Chartered Financial Analyst (CFA) designation in 1995



Sturgis P. Woodberry, CFA – Managing Director – Mr. Woodbeery is responsible for the management of mid cap value equity portfolios. Prior to joining Iridian in March 2003, he worked seven years as a Portfolio Manager and research analyst with Oppenheimer Capital. From 1994 to 1996, he served as a Mergers and Acquisitions Associate with Dillon, Read & Co. Additionally, from 1989 to 1992, he served as an Associate with Citicorp Securities Markets, Inc – Mr. Woodberry holds an A.B. in History from Dartmouth College (1989) and an M.B.A. from Harvard (1994). He earned his Chartered Financial Analyst (CFA) designation in 1997

The U.S. Conference of Catholic Bishops | May 2013

Client Information Champlain

Iridian

Number of Client Accounts in Product

134

Experience Managing to Socially-Responsible Investment Guidelines

Yes

Sisters of St. Joseph of Peace The Ordinary Mutual RETA – Catholic Healthcare Trust The Sisters of St. Dominic Trustees of St. Patrick's Cathedral (Archdiocese of NY) Sisters of St. Francis Regis University Catholic Community Foundation (Archdiocese of Milwaukee) Diocese of Columbus Diocese of St. Petersburg Diocese of Trenton Fordham University

 Diocese of Wilmington  Franciscan Missionaries of our Lady

Other Catholic Clients

           

The U.S. Conference of Catholic Bishops | May 2013

Investment Process Summary Characteristics Champlain

Iridian

Russell MidCap Index

Core

Core/Value

50 – 75

40 – 50

Annual Portfolio Turnover

40%

43%

Current Cash Position

2.8%

4.0%

Maximum Sector Exposure

25%

N/A

Maximum Industry Exposure

N/A

20%

Maximum Position Size

International Securities Utilized

Yes – ADRs (maximum of 10%)

Preferred Benchmark Style Emphasis Typical Range of Holdings Current Number of Holdings

The U.S. Conference of Catholic Bishops | May 2013

Comparative Performance Summary (Net of Fees) Champlain

Iridian

Russell MidCap Index

2003

34.7%

40.1%

2004

26.8

20.2

2005

12.1%

9.8

12.7

2006

9.4

14.6

15.3

2007

15.6

15.7

5.6

2008

-26.4

-35.0

-41.5

2009

27.8

34.6

40.5

2010

21.2

24.1

25.5

2011

3.2

-1.6

-1.5

2012

12.1

26.5

17.3

2013 (3 months)

14.5

12.6

13.0

Trailing 1 Year

15.4%

21.5%

17.3%

Trailing 3 Years

14.8

18.3

14.6

Trailing 5 Years

10.1

10.4

8.4

Trailing 9 Years and 1 Month

10.1

11.0

8.6

The U.S. Conference of Catholic Bishops | May 2013

Risk/Return Analysis â&#x20AC;&#x201C; 9 Years 1 Month (Longest Common) Annualized Return (%)

12 Iridian Champlain

Russell MidCap Index

8 6 4 2

T-Bills

0 0

10 12 14 16 Volatility of Return (%)

Champlain

Iridian

Russell MidCap Index

Annualized Return (%)

10.1

11.0

8.6

Volatility of Return (%)

15.4

17.7

18.3

Sharpe Ratio (1)

0.569

0.547

0.394

(1) The

Sharpe Ratio is a measure of risk-adjusted performance. It measures the excess return (or risk premium) per unit of deviation of the portfolio returns. The greater a portfolioâ&#x20AC;&#x2122;s Sharpe Ratio, the better its risk-adjusted performance has been.

The U.S. Conference of Catholic Bishops | May 2013

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Quarterly Excess Performance â&#x20AC;&#x201C; Iridian vs. Russell MidCap Index

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M I S S I ON

S T A T E M E N T

Deliver Exceptional Investment Results and Develop Enduring Client Relationships

1Q 2013

Presented By: Scott T. Brayman, CFA Chief Investment Officer and Managing Partner Judith W. Oâ&#x20AC;&#x2122;Connell Chief Operating Officer and Managing Partner

Table of Contents Section

Page

Firm Overview

Investment Process

Appendix

Firm Overview

Firm Overview 

Founded in 2004



Seventeen-Year Track Record



Small and Mid Cap Boutique



Disciplined Investment Process



Pre-Defined Maximum Assets Per Product



Employees Hold 100% of Equity



Investment Process Is “MVP” MVP



Experience in Managing Socially Responsible Portfolios

Client Assets Under Management $5.01 Billion (as of 03.31.13)

Vehicle

Type of Client Retail 2%

Family Office/RIA 29%

Commingled Funds 8%

Endow/Fnd 8%

Public 18%

Mutual Funds 29%

Taft-Hartley 3% Hospital 2%

Private Bank 19%

Separate Accounts 63%

Corporate 19%

Representative Client List Corporate              

Broadcast B d t Music, M i Inc. I Cambridge International, LLC Chevron Corporation DuPont and Related Companies Defined Contribution Plan Master Trust First Horizon National Corporation GE Asset Management Inc. Goodville Mutual Casualty Company Hearst Corporation p Hilti Corporation Louisiana-Pacific Corporation Nordson Corporation Dex One Corporation Welch Foods, Inc. Western Family Foods

Taft-Hartley       

32BJ North 32 h Pension Fund d Minnesota Laborers’ Fringe Benefits Fund Minnesota Teamsters Construction Division Pension Fund Southern California Pipe Trades Retirement Fund Teamsters Industrial Employees Pension Fund Trucking g Employees p y of North Jersey y Pension Fund

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

  

Champlain Mutual Funds  

Mid (CIPMX & CIPIX) Small (CIPSX)

Archdiocese of Milwaukee Catholic Community Foundation, Inc. Diocese of Columbus Diocese of St. Petersburg Diocese of Trenton Jewish Federation of Metropolitan Chicago The Ordinary Mutual Reta Trust Sisters of Charity of Saint Elizabeth Sisters of Saint Dominic Sisters of St. Francis Sisters of Saint Joseph of Peace Trustees of St. Patrick’s Cathedral United Methodist Foundation of Western North Carolina

Public



College/University

Religious

Private Bank/Financial Co. Bessemer Trust Company Diversified Trust Company Inc.

(as of 03.31.13)

        

      

                  

Antioch A ti h C College ll Centre College of Kentucky Fordham University Indiana University Practising Law Institute Regis University Samford University The Canisius College of Buffalo, NY University of Memphis

Endowment/Foundation



Boca Raton Regional Hospital Community Hospital of Monterey Peninsula Deaconess Hospital Glens Falls Hospital Huntington Hospital Milton Hospital Regional Medical Center Board Retirement Plan South Jersey Hospital South Shore Community Hospital Vidant Health System

The above list includes all institutional clients that allow disclosure of their relationship with Champlain Investment Partners, LLC. It is not known whether the listed clients approve or disapprove of the adviser or the advisory services.



Arizona State Retirement System Brookline Retirement System California Teachers Association Economic Benefits Trust City of Alexandria Fire Fighters and Police Officers Pension Plan City of Miami Fire Fighters’ and Police Officers’ Retirement Trust First Swedish National Pension Fund Oregon Education Association The Metropolitan Gov’t of Nashville and Davidson County Employee Benefit System Spokane Employee Retirement System State of Michigan State of Vermont Tucson Supplemental Retirement System

Hospital p 



       

Amelia Peabody Foundation Association for the Children of New Jersey Association of the Bar of the City of New York Batchelor Foundation BlueCross BlueShield of Tennessee College g Sparks Community Foundation of Herkimer and Oneida Counties, Inc. Community Foundation of Louisville Community Foundation of Western North Carolina Donner Foundation Fairfield County Community Foundation Glass-Glen Burnie Foundation Greater Milwaukee Foundation Guttman Foundation Incourage Community Foundations, Inc. JCRT Foundation Johnson Foundation J.W. Anderson Foundation Marin Community Foundation Mitchell Wolfson Sr. Foundation Norton Museum of Art O Oregon P Public bli B Broadcasting d ti Ploughshares Fund San Francisco Symphony Orchestra Sarkeys Foundation The Fuller Foundation The Harvest Foundation of the Piedmont The Vermont Community Foundation Triangle Community Foundation

Professionals

Judith W. O Connell * O’Connell Chief Operating Officer Client Service, Compliance, Business Management

Wendy K. Nunez * Chief Compliance Officer and Operations

Scott T. Brayman, CFA * Chief Investment Officer Financials, Industrials, and Energy Analyst

Mary E. Michel * Client Service

Matthew S. Garcia Associate Compliance

Kelly S. Barnes Associate Operations

Meredith B. Austin Associate Marketing

Margaret C. O’Brien Associate Client Service

Deborah R. Healey * Head Trader

Jaime L. Goodman Associate Operations

ShawnnaLea Sh L Y Y. Z Zemanek k Associate Office Administration

David M. O’Neal, CFA * Health Care Analyst

Finn R. McCoy Trader

Elizabeth J. Wykoff Associate Investment Team Support

Jason L. Wyman, Ph.D. Associate Analyst

Andrew J. Hanson Associate Analyst

* Equity Partners

 Seasoned Industry Professionals  Critical Thinkers  Courageous

Daniel B. Butler, CFA * Technology Analyst

Van Harissis, CFA * Consumer Analyst

Erik C. Giard-Chase Associate Analyst

Corey N. Bronner, CFA Associate Analyst

Joseph M. Caligiuri Associate Analyst

Investment Process

Investment Goals



Make Money



Manage Risk



Be Consistent

Investment Philosophy

“Investing in a good business at a good price is a high probability path to wealth creation. We believe buying the shares of superior businesses with credible and sincere managements at a discount to Fair or Intrinsic Value gives investors several potential paths to wealth creation.”

  

Market Bids the Shares to a Premium Over Fair Value Management Grows the Fair Value Faster Than Market Appreciation Company is Bought by a Larger Company or Private Market Investor

Investment Process  

We Buy Superior Companies at a Discount We Sell Overvalued Stocks

Mid Cap Strategy Buy Discipline Starting Universe

Sector Factors

Company Attributes

Valuation Analysis

Portfolio Construction

 S&P MidCap 400

 Industrials Problem Solvers Innovators

 High Returns

 Historical M & A Activity and Comps

 Sector Weight: 25% maximum in any one sector

 Consumer Brand Loyalty Low Fashion Risk

 Quality Earnings

 Health Care Minimize Exposure to Government Payors  Technology L Low Obsolescence Ob l Risk Ri k

 Low Debt

 Sincere and Capable Management  Superior Relative Growth  Stable Business Models d l

 Financials Niche Focus Avoid Spread Business

 Strategic Value  Discounted Cash Flow  Company Fundamentals

 50 – 75 Names  Maximum 10% of port.  in market caps less  than $2 Billion  Minimum market cap  $1.5 Billion at purchase  Expected median market  capitalization ~$4 - $6  Billion

Benefits: Manage Business Risk * Manage Valuation Risk * Manage Performance Risk * Increase Odds of Success

Mid Cap Strategy Sell Discipline Sell

Reevaluate

 Sell Overvalued Stocks

 Reevaluate Holdings when 25% Below - Cost

 Sell Mistakes  Maximum 5% of Portfolio in Companies over $20 Billion

B Benefits fit  Harvest Gains

Trim

 Control Losses

 Trim when Position Size at Market  > 5%

 Maintain Mid Cap Exposure  Manage Company Specific Risk

 Trim when Sector Weights Exceed  Rules

Mid Cap Strategy Acquisition and Mergers Holding

Acquirer/Merger Partner

2013

H.J. Heinz Co.

Berkshire Hathaway & 3G (pending)

2012

Ralcorp Holdings Inc. Ariba Inc. Gen-Probe

ConAgra Foods, Inc. SAP AG Hologic Inc.

2011

Brigham Exploration Co. Beckman Coulter Goodrich Corp. N l H Nalco Holding ldi C Co. Pharmaceutical Product Development Inc.

Statoil ASA Danaher Corp. United Technologies Corp. E l b IInc. Ecolab Carlyle Group and Hellman & Friedman

2010

Millipore Corp.

Merck KGaA

2009

Encore Acquisition Co.

Denbury Resources, Inc.

2008

Activision, Inc. Barr Pharmaceuticals Inc. Philadelphia Consolidated Holding Corp. WM Wrigley Jr. Co.

Vivendi Teva Pharmaceutical Industries Ltd. Tokio Marine Holdings Inc. Mars Inc.

2007

Cytyc Corp. Kyphon Inc. Laureate Education Inc. Inc Respironics Inc.

Hologic Inc. Medtronic Private Equity and Management Philips Electronics

2006

Biomet Education Management Corp. GTech Holdings Corp. Mellon Financial Corp.

Private Equity Consortium Providence Equity Partners/Goldman Sachs Lottomatica SpA Bank of New York

Holdings are subject to change. The information provided should not be considered a recommendation to buy or sell the securities listed. Upon request, Champlain will provide a list of all securities purchased over the last year. This information is presented as supplemental to the performance disclosure page included in this presentation.

(as of 03.31.13)

Annualized Rolling Returns â&#x20AC;&#x201C; 03.31.13

Champlain Mid Cap Composite

The returns are gross of fees. This information is presented as supplemental to the performance disclosure page included in this presentation.

Mid Cap Composite Risk Reward

Source: eVestment Alliance. This information is presented as supplemental to the performance disclosure included in this presentation.

(5 yr as of 03.31.13)

Portfolio Characteristics - 03.31.13 Champlain Mid Cap Composite FTM P/E Price/Cash Flow

Portfolio

Russell Midcap

Top Ten Holdings

17.4x

17.0x

Willis Group Holdings PLC

2.68%

14.3x

13.0x

Dover Corp.

2.48%

Debt/Cap

34.5%

41.0%

CareFusion Corp.

2.43%

ROE

14 6% 14.6%

14 5% 14.5%

Northern Trust Corp. Corp

2 36% 2.36%

ROE (5 Yr Avg)

16.5%

12.1%

Denbury Resources Inc.

2.32%

ROE (5 Yr StDev)

5.0%

8.1%

11.8%

11.7%

Hist 5Yr EPS Growth

7.6%

7.3%

Intuit Inc.

2.22%

Sales/Sh 5yr CAGR

8.1%

4.6%

Micros Systems Inc.

2.09%

10.4%

6.0%

Bed Bath & Beyond Inc.

5.0%

4.1%

Total

$8,398

$9,994

796

Est 3-5Yr EPS Growth

5 Yr CAGR BV/Sh Owners Yield* Wtd. Mkt. Cap (MM) # of Holdings Port. Ending Active Share**

90.5%

3 Yr Avg Portfolio Turnover

48 4% 48.4%

Parker-Hannifin Corp

2.31%

Whiting Petroleum Corp.

2.30%

*Ownerâ&#x20AC;&#x2122;s Yield Definition: ((Cash for Common Dividends + Cash Used in Acquisitions + Net Cash from Increase/Decrease in Total Debt + Net Cash from Share Issuance/Purchase + YoY Nominal Increase/Decrease in R&D Spend) / Shares Outstanding (Diluted Basis))/ Price per Share. **Active share ranges from 0 to 100 percent and measures the percentage of a portfolioâ&#x20AC;&#x2122;s holdings which differs from the benchmark. Source: FactSet and Compustat - All characteristics (with the exception of Market Cap, Active Share and Portfolio Turnover) are calculated on a Weighted Average basis with outliers dampened via Inter-quartile methodology. All figures on a TTM Basis. Holdings are subject to change. The information provided should not be considered a recommendation to buy or sell the securities listed. Upon request, Champlain will provide a list of all securities purchased over the last year. This information is presented as supplemental to the performance disclosure page included in this presentation.

2.07% 23.25%

What Makes Champlain Unique? Alignment  Niche Focus – Small and Mid Core  Broad Employee Ownership

Discipline  Consistent Quality Bias  Consistent Investment Results  Consistent Down-Side Protection

Appendix

Champlain Mid Cap Portfolio Historical Deletion Analysis 2Q 2007 â&#x20AC;&#x201C; 1Q 2013

Source: Champlain Investment Partners, FactSet. This information is presented as supplemental to the performance disclosure page included in this presentation.

Champlain Mid Cap Portfolio Discount to Fair Value* vs. Russell Midcap

*The Champlain portfolioâ&#x20AC;&#x2122;s discount to fair value is a weighted average metric based on our estimate of intrinsic value for each security in the portfolio. The right hand side (RHS) of the chart displays the discount to our estimates of intrinsic value on a monthly basis through time. Source: Champlain Investment Partners, FactSet. This information is presented as supplemental to the performance disclosure page included in this presentation.

Champlain Mid Cap Composite Portfolio Statistics (as of 03.31.13)

Source: eVestment Alliance. This information is presented as supplemental to the performance disclosure page included in this presentation.

Champlain Mid Cap Composite 5 Year Peer Group Ranking (as of 03.31.13)

Information Ratio1

Source: eVestment Alliance. This information is presented as supplemental to the performance disclosure page included in this presentation.

Rolling 3 Year Relative Returns â&#x20AC;&#x201C; 3Q07 through 1Q13 Champlain Mid Cap Composite vs. Russell Midcap

Source: Champlain Investment Partners, FactSet. This information is presented as supplemental to the performance disclosure page included in this presentation.

Team Meredith B. Austin – Associate Marketing Meredith joined Champlain in the summer of 2011. Her experience includes internships at Kelliher Samets Volk as a contact media associate and at a global wealth management firm as a part of their event management team. Meredith graduated magna cum laude from Saint Michael’s College with a Bachelor of Science in Business Administration. Kelly S. Barnes – Associate Operations Kelly brings more than 21 years of client service and systems experience to the Champlain team. Prior to joining Champlain, she was the administrative director of Coburn Insurance Agency where she was responsible for project and team management, as well as computer and systems support. Kelly graduated from LeMoyne College in Syracuse, NY with a Bachelor of Science in Business Administration. Scott T. Brayman, CFA – Chief Investment Officer / Managing Partner Scott has more than 27 years of investment management experience. He leads the investment team at the firm. Prior to joining Champlain, Scott was a senior vice president at NL Capital Management, Inc. and served as a portfolio manager with Sentinel Advisors, Inc. He was responsible for managing small cap and core mid cap strategies. He was a portfolio manager and director of marketing for Argyle Capital Management in Allentown, Pennsylvania, before joining NL Capital Management, Inc. Scott began his career as a credit analyst with the First National Bank of Maryland. Scott graduated cum laude from the University of Delaware with a Bachelor of Arts in Business Administration. He earned his Chartered Financial Analyst (CFA) designation in 1995 and is a member of the CFA Institute and the Vermont CFA Society. Corey N. Bronner, CFA – Associate Analyst Corey has more than 6 years of financial services experience. Prior to joining Champlain, Corey was an analyst focusing primarily on the financial services industry at Duff & Phelps Corporation. He was a credit analyst with the commercial lending group at Merchants Bank, a subsidiary of Merchant Bancshares, Inc., before joining Duff & Phelps Corporation. Corey graduated magna cum laude from the University of Vermont with a Bachelor of Science in Business Administration. Corey earned his Chartered Financial Analyst (CFA) designation in 2011 and is a member of the CFA Institute and the Vermont CFA Society.

Team Daniel B. Butler, CFA – Analyst / Partner Dan has more than 16 years of investment management experience. He is a member of the firm’s investment team specializing in technology research. Prior to joining Champlain, Dan was a vice president and analyst at NL Capital Management, Inc. From 1998 to 2004, he was a senior equity analyst for Principal Global Investors where he followed the technology sector for the firm’s small cap portfolio managers. Additionally, Dan has held analyst positions at Raymond James Financial. Dan graduated from University of Massachusetts with a Bachelor of Arts in Mathematics. He received his MBA from Indiana University. Dan earned his Chartered Financial Analyst (CFA) designation in 2001 and is a member of the CFA Institute and the Vermont CFA Society. Joseph M. Caligiuri – Associate Analyst Joe joined Champlain in the spring of 2008 as an operations analyst. Joe moved to the investment team during the summer of 2010. His experience includes internships at Sheaffer & Roland Consulting Engineers as a business operations analyst and Sopher Investment Management as a research assistant. Joe graduated from Saint Michael’s College with a Bachelor of Arts in Philosophy. Joe is a CFA Level III candidate. Matthew S. Garcia – Associate Compliance Matthew has more than 5 years of financial services experience. Matthew joined Champlain in the fall of 2011 as a compliance associate. Prior to joining Champlain, he was an associate in Goldman Sachs’ Global Compliance division and previously was an analyst in that firm’s legal department. Matthew’s experience also includes internships with the offices of U.S. Senator Hillary Rodham Clinton, Mayor Michael R. Bloomberg and the U.S. Department of the Interior. Matthew graduated from Cornell University with a Bachelor of Arts in Government. Government He received his MBA from Harvard Business School. Erik C. Giard-Chase – Associate Analyst Erik joined Champlain as an intern in the spring of 2008, and he was hired as a quantitative analyst in the spring of 2009. Prior to jjoining g Champlain, p , Erik was an intern at Wachovia Securities. Erik g graduated cum laude from the University y of Vermont with a Bachelor of Science in Mathematics. Erik is a CFA Level III candidate.

Team Jaime i L. Goodman d – Associate Operations Jaime joined Champlain as an intern in the spring of 2009, and she was hired as an operations analyst in the spring of 2010. Jaime graduated magna cum laude from the University of Vermont with a Bachelor of Science in Business Administration. Andrew J. Hanson – Associate Analyst Andrew has more than 7 years of financial services experience. Prior to joining Champlain, Andrew managed IDC’s U.S. PC Tracker, covered network and endpoint security, and supported the network, telecom, communications and channels research teams. Andrew graduated from Connecticut College with a Bachelor of Arts in International Relations. Andrew is a CFA Level II candidate. Van Harissis, CFA – Analyst / Partner Van has more than 28 years of investment management experience. He is a member of the firm’s investment team specializing in consumer research. Prior to joining Champlain, Van was a senior vice president at NL Capital Management, Inc. and served as a portfolio manager with Sentinel Advisors, Inc. He was responsible for managing large cap core equity and balanced strategies. Van served as managing director and portfolio manager at Phoenix Investment Partners, Ltd., before joining NL Capital Management, Inc. Van graduated cum laude from the University of Rochester with a Bachelor of Arts in Economics. He received his MBA degree, graduating cum laude, at Johnson Graduate School of Management, Cornell University. Van earned his Chartered Financial Analyst (CFA) designation in 1989 and is a member of the CFA Institute and the Vermont CFA Society. Deborah R. Healey – Head Trader / Partner Deborah b h has h over 26 years off trading d experience. She h is the h firm’s f ’ senior equity trader. d Prior to joining Champlain, h l she h was a vice president and small cap equity trader at NL Capital Management, Inc. Prior to this, she was with Putnam Investments as a senior vice president and senior equity trader where she was responsible for trading all equities within the financial, capital goods and conglomerates sectors. Before Putnam’s move to sector trading, she handled all trading for several small cap managers. Deborah was an active participant in the design and implementation of Putnam’s internal trading systems. She was a senior equity trader at Fidelity Investments before moving to Putnam. Deborah graduated from Dartmouth College with a Bachelor of Arts in Government.

Team Finn R. McCoy – Trader Finn has more than 6 years of financial services experience. Finn joined Champlain in the summer of 2006 as an operations analyst. Finn moved to the trading desk in 2008. Finn’s prior experience includes internships with the offices of United States Senators Patrick Leahy and James Jeffords, as well as a semester studying abroad in Buenos Aires, Argentina. Finn graduated with honors with a Bachelor of Arts in Economics from the University of Vermont. Vermont Mary E. Michel – Client Service / Partner Mary has more than 25 years of financial services experience. Prior to joining Champlain, she was a consultant for NL Capital Management, Inc. working as an institutional relationship manager. Prior to this, she was a vice president at Funds Distributors,, Inc. where she worked with Dresdner RCM Global Funds as a senior distribution strategist g and relationship p manager. Before this, she was at Warburg Pincus Asset Management, Inc. where she co-managed the marketing, sales and key accounts for the financial advisor channel. Mary graduated from Syracuse University with a Bachelor of Arts in Political Science. She received her MBA from the University of Connecticut. Wendy K. K Nunez – Chief Compliance Officer and Operations/ Partner Wendy has over 24 years of financial services experience. She is responsible for compliance and operations at the firm. Prior to joining Champlain, Wendy was a registered principal at Equity Services, Inc., where she managed the home office operations of the broker-dealer. Prior to that, Wendy spent 14 years at Scudder Kemper Investments. In her most recent role at Scudder Kemper, Wendy was vice president of The Regulatory Oversight Group; her group was responsible for all nonroutine regulatory g y interactions,, oversight g of the Code of Ethics,, as well as the compliance p audit function. Wendy y also held management positions in distributor and advisor compliance and investment operations. Wendy graduated from the University of Vermont with a Bachelor of Arts in Political Science. She received her MBA from Boston University.

Team Margaret C. O’Brien – Associate Client Service Meg brings more than 8 years of client service experience to the firm. Prior to joining Champlain, Meg worked in operations management and customer service with Destination Hotels and Resorts. She also held positions in the nonprofit and development field. Meg graduated from the University of Colorado, Boulder with a Bachelor of Arts. Judith W. O’Connell – Chief Operating Officer / Managing Partner Judy has more than 22 years of financial services experience. She has primary responsibility for the firm’s day-to-day operations, client service and marketing. Prior to joining Champlain, she was a senior vice president at NL Capital Management, Inc. where she directed client service, marketing and operations for the firm’s institutional business. Before this,, she was the director of mutual funds/intermediary y markets at Dresdner RCM Capital p Management g in San Francisco,, California, where she had overall responsibility for business management, operations, marketing, sales and product development functions for the mutual funds. Early in her career, she held management positions within investment operations, compliance and treasury at The Boston Company. Judy graduated from the University of Massachusetts-Amherst with a Bachelor of Science in Finance. David M. M O’Neal, O’Neal CFA – Analyst / Partner David has more than 16 years of investment management experience. He is a member of the firm’s specializing in health care research. Prior to joining Champlain, David was vice president and health care the small cap and core mid cap strategies at NL Capital Management, Inc. From 1997 to 2002, he was analyst for Midwest Research/First Tennessee Securities. Additionally, David has over 12 years experience market a et as a hospital osp ta manager a age a and d health ea t ca care e co consultant. su ta t

investment team equity analyst for a senior research in the health care

David graduated magna cum laude from Vanderbilt University with a Bachelor of Arts in Economics and Mathematics. He received his MBA from the University of Chicago. David earned his Chartered Financial Analyst (CFA) designation in 2002 and is a member of the CFA Institute and the Vermont CFA Society.

Team Elizabeth J. Wykoff – Associate Investment Team Support Elizabeth has more than 20 years of experience in office administration, client services, and administrative support. She provides administrative assistance to Champlain’s Chief Investment Officer as well as the investment team. Prior to joining Champlain, Elizabeth served as assistant to the Chief Operating Officer and founder of Monitor Group, a strategic consulting firm in Cambridge, Cambridge Massachusetts. Massachusetts Elizabeth attended Syracuse University. Jason L. Wyman, Ph.D. – Associate Analyst Jason has more than 4 years of investment management experience. He is a member of the firm’s investment team focusing on quantitative analysis. Prior to joining Champlain, he was a vice president at Dwight Asset Management where he developed and oversaw the firm’s quantitative risk management platform for forecasting portfolio volatility, projected tracking error and VAR. Jason graduated summa cum laude from Middlebury College with a Bachelor of Arts in Physics. He earned his Ph.D. in Physics from the University of Chicago. ShawnnaLea Y. Zemanek – Associate Office Administration ShawnnaLea brings more than 11 years of event management, marketing, office administration and client service experience to the firm. Prior to joining Champlain, ShawnnaLea worked in hospitality and event management at Vermont resorts. She also worked in marketing and operations in the travel industry and nonprofit and development field. ShawnnaLea graduated from Saint Michael’s College with a Bachelor of Arts in Journalism and Political Science. She received her MBA from the University of Phoenix.

Operational, Risk Management & Compliance Resources 

Advent/ Axys – Portfolio accounting and performance system that interfaces with the order management system and custodian bank systems to allow straight through processing and automated reconciliation, ensuring accuracy of client account data. Champlain works closely with over 15 custodian banks, ensuring the accuracy of account information and the safekeeping of client assets.



Ashland Partners, LLP – Verification of GIPS compliance including composite construction and performance reporting.



Assette – A leading provider of client reporting solutions. solutions Assette client reporting and presentation software enables us to easily combine data from Advent/Axys and FactSet to quickly produce customized reports and presentations.



Eze Software – An industry leading Order Management System. Eze Software enables us to monitor and analyze portfolios, route orders, receive executions, manage guidelines and restrictions, and integrate directly with our internal systems and external parties. Eze Software includes a front-end compliance module through which Champlain monitors account guidelines and restrictions.



FactSet – Desktop access to comprehensive, highly detailed financial data on all publicly traded U. S. companies. Extensive screening capabilities and broad array of financial analysis tools including portfolio attribution.



Investment Advisers Association – The IAA represents the interest of SEC-registered investment advisers through advocacy, compliance consulting and education.



MSCI ESG Research – Provides in-depth research and analysis of the environmental, social and governance-related business practices of thousands of companies worldwide; Champlain utilizes MSCI ESG Manager to facilitate the creation of restricted lists for its socially responsible investor (SRI) clients.



National Regulatory Service – An online compliance resource and tool that facilitates communication and training of Champlain staff.



Omgeo/Oasys and Alert – Oasys and Alert provide the ability to automatically report and affirm trades through DTC, and to communicate current account delivery y instructions to brokers.



SatuitCRM – On-demand and on-premise vertical market sales force automation and client relationship management solution.

Mid Cap Composite Performance

(as of 03.31.13)

Annualized Returns % Gross

Net

Russell Midcap

1 Year

16.31

15.46

17.30

3 Year

15.75

14.93

14.62

5 Year

11.00

10.24

8.37

7 Year

9.75

8.94

6.19

11.07

10.19

8.89

Since Inception 03.25.04

Annual Returns % Gross

Net

Russell Midcap

YTD

14.74

14.53

12.96

2012

13.05

12.23

17.28

20 2011

4.04 0

33 3.31

-1.55

2010

22.18

21.37

25.48

2009

28.91

28.04

40.48

2008

-25.71

-26.13

-41.46

2007

16.55

15.54

5.69

2006

10.30

9.21

15.58

2005

13.04

11.90

12.70

See next page for a description of the product, fees and methodology. Past performance is not indicative of future results.

Mid Cap Composite Annual Disclosure Composite Assets

(as of 03.31.13)

Annual Performance Results Composite 3 Year Standard Deviation

RMidcap 3 Year Standard Deviation

S&P MidCap 400 3 Year Standard Deviation

0.15%

14.88%

17.20%

17.90%

(1.73%)

0.44%

17.87%

21.55%

21.85%

25 48% 25.48%

26 64% 26.64%

0 25% 0.25%

21 85% 21.85%

26 46% 26.46%

25 80% 25.80%

28.04%

40.48%

37.38%

1.28%

20.46%

24.21%

23.50%

(25.71%)

(26.13%)

(41.46%)

(36.23%)

N.A.

16.86%

19.36%

19.02%

16.55%

15.54%

5.69%

7.97%

N.A.

7.62%

9.48%

10.37%

0.60

10.30%

9.21%

15.58%

10.31%

N.A.

219

0.55

13.04%

11.90%

12.70%

12.55%

N.A.

113

0.49

13.11%

12.20%

16.87%

13.61%

N.A.

Year End

Total Firm Assets (millions)

2012

USD (millions)

Number of Accounts

Composite Gross

Composite Net

Russell Midcap

S&P MidCap 400

Composite Dispersion

4,404

1,336

13.05%

12.23%

17.28%

17.88%

2011

4,219

1,236

4.04%

3.31%

(1.55%)

2010

4 146 4,146

1 079 1,079

22 18% 22.18%

21 37% 21.37%

2009

3,188

625

28.91%

2008

1,803

117

2007

1,368

2006

587

2005 2004*

N.A. – Dispersion information is not statistically meaningful due to an insufficient number of portfolios in the composite for the entire year. Standard Deviation information is not presented as 36 monthly composite returns are not available to calculate the statistic. *Results shown for the year 2004 represent partial period performance from March 26, 2004 through December 31, 2004. Mid Cap Composite contains fully discretionary mid cap equity accounts and for comparison purposes is measured against the Russell Midcap and the S&P MidCap 400 indices. The Russell Midcap Index measures the performance of the mid cap segment of the U.S. equity universe. The S&P MidCap 400 covers mid cap equities which is approximately 7% of the domestic equity market. The strategy invests in a broadly diversified portfolio of common stocks of medium sized companies, and to a lesser extent small and large sized companies, which have attractive long-term fundamentals, superior appreciation potential and attractive valuations. The composition of Champlain’s portfolio may differ significantly from the securities that comprise the index due to the firm’s active investment process, sector allocations and valuation analysis, and smaller number of holdings. Champlain Investment Partners, LLC claims compliance with the Global Investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS standards. Champlain Investment Partners, LLC has been independently verified for the periods September 17, 2004 through December 31, 2012. Verification assesses whether (1) the firm has complied with all the composite construction requirements of the GIPS standards on a firm-wide basis and (2) the firm’s policies and procedures are designed to calculate and present performance in compliance with the GIPS standards. The mid cap composite has been examined for the periods September 17, 2004 through December 31, 2012. The verification and performance examination reports are available upon request. Champlain Investment Partners, LLC is an independent investment adviser. The firm maintains a complete list and description of composites, which is available upon request. Results are based on fully discretionary accounts under management, including those accounts no longer with the firm. Past performance is not indicative of future results. The U.S. Dollar is the currency used to express performance. Returns are presented gross and net of management fees and include the reinvestment of all income. Net returns are calculated based on actual fees. Actual returns are reduced by investment advisory fees including performance based fees and other expenses that may be incurred in the management of the account. The annual composite dispersion presented is an asset-weighted standard deviation calculated for the accounts in the composite the entire year. Policies for valuing portfolios, calculating performance, and preparing compliant presentations are available upon request. The investment management fee schedule for the composite is 0.85% on the first $50 million, 0.75% on the next $50 million, and 0.65% over $100 million. Actual investment advisory fees incurred by clients may vary. The Mid Cap Composite was created September 17, 2004. Performance presented prior to September 17, 2004 occurred while the Portfolio Manager was affiliated with a prior firm and the Portfolio Manager was the only individual responsible for selecting the securities to buy and sell. Ashland Partners & Company LLP performed an examination of this track record; an Independent Accountant’s Report is available upon request.

Portfolio Holdings - Representative SRI Mid Cap (as of 03.31.13) Consumer Discretionary Advance Auto Parts Inc. Arcos Dorados Holdings Inc. (Cl A) Bed Bath & Beyond Inc. John Wiley & Sons Inc. (Cl A) Tupperware Brands Corp.

Consumer Staples Avon Products Inc. Beam Inc Clorox Co. Energizer Holdings Inc. H J Heinz Co H.J. Co. Hormel Foods Corp. J.M. Smucker Co. Kellogg Co. Mead Johnson Nutrition Co. Molson Coors Brewing Co. (Cl B)

Energy Concho Resources Inc. Denbury Resources Inc. Lufkin Industries Inc. Oil States International Inc. Pioneer Natural Resources Co. Superior Energy Services Inc. Whiting Petroleum Corp.

Financials

Endurance Specialty Holdings Ltd. First Republic Bank California Morningstar Inc. Northern Trust Corp. Prosperity Bancshares Inc T. Rowe Price Group Inc. Waddell & Reed Financial Inc. (Cl A) Willis Group Holdings PLC

Health Care Bio-Rad Laboratories Inc. (Cl A) C.R. Bard Inc. CareFusion Corp. Cepheid Laboratory Corp. of America Holdings Qiagen N.V. Quality Systems Inc. St. Jude Medical Inc. West Pharmaceutical Services Inc. Zimmer Holdings Inc.

I d t i l Industrials Actuant Corp. (Cl A) Ametek Inc. Dover Corp. Esterline Technologies Corp. IDEX Corp. Parker Hannifin Corp. Corp Pentair Ltd. Verisk Analytics Inc. (Cl A)

Allied World Assurance Company Holdings,AG Arthur J. Gallagher & Co. Cullen/Frost Cu e / ost Bankers a e s Inc. c

Disclosure: Holdings are subject to change. The information provided should not be considered a recommendation to buy or sell the securities listed. Upon request, Champlain will provide a list of all securities purchased over the last year. This information is presented as supplemental to the performance disclosure page included in this presentation.

Information Technology Altera Corp. Ansys Inc. Check Point Software Technologies Ltd. Concur Technologies Inc. Guidewire Software Inc. IHS Inc. (Cl A) Intuit Inc. Jack Henry & Associates Inc. Micros Systems Inc. National Instruments Corp. Red Hat Inc. Solera Holdings Inc. TIBCO Software Inc.

Materials AptarGroup Inc.

Holdings-Based Style Map Style Map As of 12/31/2012 Large Value

Large Growth

S&P 500 Index Dow Jones Total Stock Market Index 70% S&P 500 and 30% Iridian 70% S&P 500 and 30% Champlain

Iridian

Champlain Medium Value Small Value

The U.S. Conference of Catholic Bishops | May 2013

Medium Growth Small Growth

Summary

Champlain

Iridian

Size of Firm ($ billions)

$4.4

$8.0

Strategy Inception

2004

1994

Product Importance (Strategy as % of Firm Assets)

32%

76%

0.85%

0.79%

1.5%

2.4%

MidCap Core

MidCap Core/Value

Number of Securities

50-75

40-50

Current Cash Allocation (%)

2.8%

4.0%

40%

43%

Annual Fee Other Catholic Clients Performance Over Benchmark (Annualized during Past 9 yrs., 1 mo.) Style

Total Investment Staff Portfolio Turnover

The U.S. Conference of Catholic Bishops | May 2013

Insert Color Sheet here

IRIDIAN

Iridian Asset Management LLC

UNITED STATES CONFERENCE OF CATHOLIC BISHOPS THURSDAY, JULY 25, 2013

276 Post Road West Westport, CT 06880-4704 203 341.7800

FIRM BACKGROUND

Iridian Asset Management LLC … 

An SEC-registered, independent investment advisor



Established in March, 1996



Based in Westport, Connecticut



Asset Breakdown—as of June 30, 2013—is as follows:

Client Type Endowments Foundations

Market Value ($ Millions) $1,994.1 571.2

Asset Strategy Mid-Cap Value Equity Small-Cap Value Equity

Pensions

2,093.4

First Eagle Fund of America

Publics

1,456.4

Other*

Insurance

258.0

Individuals

96.8

Sub Advisor

Total

Market Value ($ Millions) $7,003.6 85.3 2,156.9 49.2 $9,295.8

* Includes limited partnerships.

2,212.7

Pooled Vehicles

329.2

Other

284.0

Total

$9,295.8

INVESTMENT PHILOSOPHY

“We invest in corporate change”

Iridian believes … The market is very efficient in processing information, but it does not recognize the more profound implications of corporate change. Change creates inefficiencies and these inefficiencies lead to investment opportunities.

MID-CAP INVESTMENT PROCESS STEP 1 ESTABLISH INVESTMENT PREMISE

STEP 2 ESTABLISH ECONOMIC VALUATION & MEET & EVALUATE MANAGEMENT

Iridian researches a stock when some event indicates that a change exists for realization of investment value.

Iridian values a company as if it were acquiring the entire business and would have ownership of its free cash flow.

Management change

Cash generating capacity of a business relative to the total value of the company

Significant dividend policy and/or share repurchase Acquisition/Consolidation Divestiture/Spin-off A strategy to enhance shareholder value

Equity free cash flow yield Iridian looks for an activist mentality among management. Management incentives

Unrecognized or non-performing asset

Capital allocation policies

Industry conditions change

Management ownership

Independent Fundamental Research 3

PORTFOLIO CONSTRUCTION & RISK MANAGEMENT

RISK MANAGEMENT Security & Sector Diversification • No one issue is greater than ~5% (initial positions range from 1-2%) • No one industry is greater than ~20% • Cash policy: up to 5%

SELL DISCIPLINE

BUY DECISION • Stock price relative to intrinsic

economic worth • Stock price should demonstrate 50% appreciation potential within the first 18 to 24 months of holding

Diversified portfolio • Mid-Cap ~40-60 securities Daily Hypothesis Testing • Is the premise still applicable? • Are the valuations still valid?

• Investment premise changes

• Estimated valuations are realized • Drive out old ideas and replace with more compelling ideas

Rebalance position to reflect manager’s current conviction and/or respond to price changes Scale out of position as market recognizes value or buy more if premise remains undiscovered

PERFORMANCE HISTORY PRIVATE BUSINESS VALUE/MID-CAP EQUITY COMPOSITE Mid-Cap Annualized Returns Value Equity (as of 6/30/13) Composite 1 Year 37.07 3 Years 24.64 5 Years 10.91 7 Years 11.66 10 Years 14.36 Since Inception 16.33

Russell Midcap Index 25.41 19.51 8.27 6.91 10.64 12.24

Inception Date: 12/31/90

2500% 2000% 1500% 1000% 500% 0% Dec-90

Russell Midcap Value Index 27.65 19.51 8.87 6.44 10.91 12.87

* Preliminary; subject to final reconciliation

Gross Cumulative Performance

Iridian 2,914% Russel Midcap Index 1,246% Russel Midcap Value Index 1,427% S&P 500 Index 675%

Dec-92

Dec-94

S&P 500 Index 20.60 18.43 7.01 5.65 7.29 9.52

Dec-96

Dec-98

Dec-00

Dec-02

Dec-04

Dec-06

Dec-08

Dec-10

Dec-12

Note: All performance returns are shown gross-of-fees. Periods over 1 year are annualized. See Performance Disclosure.

PERFORMANCE vs. RUSSELL MIDCAP INDEX (As of 6/30/13) 3 YEAR ROLLING PERIODS Performance vs. Benchmark in 3-Year Rolling Periods (As of June 30 , 2013)

35% Outperformance 30% 25%

Iridian Composite – Returns (%)

20% 15% 10% 5% 0%

79 annualized 3-year time periods from 1/1/91 through 6/30/13 (on a quarterly basis)

-5% -10% -15% -20% -20%

Underperformance -15%

-10%

-5%

10%

15%

20%

25%

30%

35%

Russell Midcap Index – Returns (%) Source: Iridian Asset Management LLC (internal calculations)

PERFORMANCE vs. RUSSELL MIDCAP INDEX (As of 6/30/13) 5 YEAR ROLLING PERIODS Performance vs. Benchmark in 5-Year Rolling Periods (As of June 30, 2013)

30% Outperformance 25%

Iridian Composite – Returns (%)

20%

15%

10%

71 annualized 5-year time periods from 1/1/91 through 6/30/13 (on a quarterly basis)

Underperformance

-5% -5%

10%

15%

20%

25%

30%

Russell Midcap Index – Returns (%) Source: Iridian Asset Management LLC (internal calculations)

EQUITY HOLDINGS (As of 6/30/13) REPRESENTATIVE MID-CAP EQUITY PORTFOLIO Description OMNICARE INC

Market

% of

Price

Value

Portfolio

Description

Market

% of

Price

Value

Portfolio

47.71

10,390,284

4.53

BAXTER INTERNATIONAL INC

69.27

4,258,720

1.86

WYNDHAM WORLDWIDE CORP

57.23

9,966,605

4.35

AVIS BUDGET GROUP INC

28.75

4,242,638

1.85

WR GRACE & CO

84.04

9,726,790

4.24

COINSTAR INC

58.68

3,686,278

1.61

VALEANT PHARMACEUTICALS INTE

86.08

9,306,884

4.06

ELAN CORP PLC -SPONS ADR

14.14

3,475,471

1.52

EASTMAN CHEMICAL CO

70.01

9,224,518

4.02

ALLIANT TECHSYSTEMS INC

82.33

3,328,602

1.45

HEALTH NET INC

31.82

8,168,639

3.56

YAHOO! INC

25.13

3,306,857

1.44

VALSPAR CORP

64.67

7,782,388

3.39

CHECK POINT SOFTWARE TECH

49.68

3,296,765

1.44

DRESSER-RAND GROUP INC

59.98

7,719,186

3.37

AOL INC

36.48

3,271,089

1.43

MOTOROLA SOLUTIONS INC

57.73

7,527,992

3.28

LYONDELLBASELL INDU-CL A

66.26

3,224,874

1.41

TYCO INTERNATIONAL LTD

32.95

7,456,256

3.25

ADT CORP/THE

39.85

3,093,356

1.35

THERAVANCE INC

38.53

7,385,045

3.22

SERVICE CORP INTERNATIONAL

18.03

3,092,686

1.35

ROCKWOOD HOLDINGS INC

64.03

6,595,474

2.88

JOY GLOBAL INC

48.53

2,584,708

1.13

INTERPUBLIC GROUP OF COS INC

14.55

6,551,865

2.86

LEXMARK INTERNATIONAL INC-A

30.57

2,454,160

1.07

HEWLETT-PACKARD CO

24.80

6,509,752

2.84

SEMGROUP CORP-CLASS A

53.86

2,370,379

1.03

OCCIDENTAL PETROLEUM CORP AUTOZONE INC VIACOM INC-CLASS B LSI CORP

89.23

6,350,499

2.77

FLOWSERVE CORP

54.01

2,357,537

1.03

423.69

6,245,191

2.72

PITNEY BOWES INC

14.68

2,196,568

0.96

68.03

6,215,221

2.71

BALL CORP

41.54

2,170,880

0.95

7.14

6,141,328

2.68

COVANTA HOLDING CORP

20.02

2,163,161

0.94

223,679,306

97.56

5,585,221

2.44

229,264,528

100.00

LOWE'S COS INC

40.90

6,013,118

2.62

TOTAL SECURITIES

SAIC INC

13.93

5,359,846

2.34

CASH

FMC CORP

61.06

5,196,817

2.27

TOTAL PORTFOLIO VALUE

CROWN HOLDINGS INC

41.13

4,688,409

2.04

SEALED AIR CORP

23.95

4,301,660

1.88

AVERAGE WEIGHTED MARKET CAP ($ Millions)

SEAGATE TECHNOLOGY

44.83

4,280,817

1.87

MEDIAN MARKET CAP ($ Millions)

13,725.81 6,313.16

Note: The representative portfolio is an account in the composite and is for illustrative purposes only. Performance is not a consideration in the selection of the representative portfolio. The information provided in this report should not be considered a recommendation to purchase or sell a particular security. Portfolio composition is subject to change and information contained in this publication may not be representative of the current portfolio. Individual client portfolios may differ from the representative portfolio shown.

INVESTMENT PREMISES (As of 6/30/13) REPRESENTATIVE MID-CAP EQUITY PORTFOLIO MANAGEMENT CHANGE Coinstar Inc. Hewlett-Packard Co.

Omnicare Inc. Pitney Bowes Inc.

Sealed Air Corp.

Yahoo! Inc.

Health Net Inc. Interpublic Group of Companies, Inc. Lowe's Companies Inc. LyondellBasell Industries

Service Corp. International Viacom Inc. Wyndham Worldwide

Semgroup Corp. Theravance, Inc.

Valspar Corp. W.R. Grace & Co.

DIVIDEND POLICY/SHARE REPURCHASE Alliant Techsystems Inc. AOL Inc. AutoZone, Inc. Ball Corp.

Baxter International Inc. Check Point Software Tech Covanta Holdings Corp. Crown Holdings Inc.

CASH FLOW/SHAREHOLDER VALUE STRATEGY Dresser-Rand Group Inc. FMC Corp. FlowserveCorp.

Joy Global Inc. Lexmark International

ACQUISITION/CONSOLIDATION Eastman Chemical Co.

LSI Corp.

Valeant Pharmaceuticals

Motorola Solutions Inc. Occidental Petroleum Corp.

Rockwood Holdings Inc. Tyco International Ltd.

DIVESTITURE/SPIN-OFF The ADT Corp. Elan Corp (ADR)

SAIC Inc.

CHANGING INDUSTRY CONDITIONS Avis Budget Group Inc.

Seagate Technology

APPENDICES

ORGANIZATIONAL CHART David L. Cohen

Harold J. Levy

Co President., Co-Chief Executive Officer, Co-Chief Investment Officer

Small Cap Value

First Eagle Fund

Portfolio Management Jordan Alexander, MD Stephen Friscia, Jr., MD

Portfolio Management Harold Levy

Mid-Cap Value Equity Portfolio Management Sturgis P. Woodberry, MD

Equity Analysts Todd Raker, MD & Dir. of Research Vivien Liu, MD Michele Drasher, MD Susan Potto, MD Andrew Feinman, MD Angela Rada Saez, MD Krishnamurthy Kalyanakrishnan, AMD

Duncan Simmons, MD Eric Stone, MD Lukasz H. Thieme, MD

Trading Jeffrey M. Elliott

Jason B. McLean, VP & Dir. of Trading Caroline B. Keenan, VP Courtney B. McKenna, VP Tom Hromas, VP

Executive Vice President, Chief Operating Officer & Chief Financial Officer

Administration

Finance

Portfolio Admin./ Operations

Compliance

Client Service/Marketing

Susan Barbessi Karyn Freeman Jodi Scally Bess Williams

Ronnie Alcaide, Controller

Paul Wolt, VP & Dir. of Operations Theresa L. Lalomia, VP Maxine Natale, VP David Lopez, AVP Donna Alatakis Jennifer Mannella Irene Fabio

Lane Bucklan General Counsel, Chief Compliance Officer

Colin Morris, SVP & Dir. of Client Service/Marketing Brian L. Denny, SVP Mary Ellen Guzewicz, SVP Edward J. Riley, SVP Carlos E. Montoulieu, VP Elizabeth Britt

MD = Managing Director AMD = Associate Managing Director

BIOGRAPHIES MANAGEMENT DAVID L. COHEN, Co-President, Co-Chief Executive and Co-Chief Investment Officer, was a co-founder of Iridian in 1996. David also serves as a portfolio manager for the First Eagle Fund of America. He previously worked seven years as a portfolio manager with Arnhold and S. Bleichroeder, Inc., one year as a portfolio manager with Furman Selz Mager Dietz & Birney, and three years as a portfolio manager with W.R. Family Associates. In addition, from 1981 to 1985, he served as a research analyst with Central National Gottesman and Lehman Brothers Kuhn Loeb. Mr. Cohen holds a B.A. in Economics from Vassar College (1977), an M.B.A. from New York University (1978), and a J.D. from the University of Miami School of Law (1981). HAROLD J. LEVY, Co-President, Co-Chief Executive and Co-Chief Investment Officer, was a co-founder of Iridian in 1996. He is responsible for the management of the First Eagle Fund of America. He previously worked over eleven years as a portfolio manager with Arnhold and S. Bleichroeder, Inc. From 1983 to 1984, he was a research analyst with Lehman Brothers Kuhn Loeb. In addition, from 1979 to 1983, he worked as a research analyst focusing on venture capital with E.M. Warburg, Pincus & Company. Mr. Levy holds a B.A. in Economics from Wesleyan University (1975) and an M.B.A. from University of Chicago (1979). JEFFREY M. ELLIOTT, Executive Vice President, Chief Operating Officer and Chief Financial Officer, is responsible for the overall management of the Investment Manager including, but not limited to, finance, legal and regulatory compliance, administrative and operations functions, and human resources. At Iridian since inception, from 1980-1995, he worked four years as an associate and then eleven years as a partner with the law firm of Hartman & Craven LLP, New York City, concentrating on matters relating to business and securities laws. He began his professional career as an associate attorney at Shearman & Sterling LLP, New York City from 1978-1980. Mr. Elliott holds a B.A. in American Civilization from Williams College (1974), an M.S. in Sport Administration from the University of Massachusetts (1975), and a J.D. from Albany Law School of Union University (1978) where he served as Editor-in-Chief of The Albany Law Review.(1977-78). Mr. Elliott is a member of the New York and Florida bars.

PORTFOLIO MANAGEMENT STURGIS P. WOODBERRY, CFA, Managing Director, is lead portfolio manager for mid-capitalization value equity portfolios and the portfolio manager for the Iridian Charter Fund, LP. Prior to joining Iridian in March 2003, he worked seven years as a portfolio manager and research analyst with Oppenheimer Capital. From 1994 to 1996, he served as a mergers and acquisitions associate with Dillon, Read & Co. Additionally, from 1989 to 1992, he served as an associate with Citicorp Securities Markets, Inc. Mr. Woodberry holds an A.B. in History from Dartmouth College (1989) and an M.B.A. from Harvard (1994). He is also a Chartered Financial Analyst (1997). INVESTMENT RESEARCH . TODD D. RAKER, Managing Director and Director of Research, is responsible for coordinating and supervising various aspects of the investment team. Prior to joining Iridian in July 2011, he worked seven years as a director within the equity research department of Deutsche Bank. Previously, he worked as a director within equity research for five years with Credit Suisse First Boston and one year with ING Baring Furman Selz. In addition, from 1995 to 1998, he served as an equity analyst with Credit Suisse First Boston, from 1991 to 1993, he worked in sales for Semiconductor Packaging Materials Inc. and from 1990 to 1991, he worked as a research associate with Strategic Planning Associates. Mr. Raker holds a B.A. in Economics from Brown University (1990) and an M.S.M. from the J.L. Kellogg Graduate School of Management (1995).

BIOGRAPHIES INVESTMENT RESEARCH â&#x20AC;&#x201C; MID-CAP VALUE EQUITY MICHELE R. DRASHER, Managing Director, is a research analyst for our mid-capitalization value equity portfolios. She re-joined Iridian in August 2010 and prior to that was at Iridian since inception until December 2009. She previously worked for six years as a research analyst and trader with Arnhold and S. Bleichroeder, Inc., as well as one year as a research assistant with Furman Selz Maer Dietz & Bierney. Ms. Drasher holds a B.A. from New York University (1989). ANDREW FEINMAN, Managing Director, is a research analyst for our mid-capitalization value equity portfolios and the portfolio manager for the Iridian Cresco Fund, LP. Prior to joining Iridian in March 2008, he worked five years as a portfolio manager with First Albany Asset Management (1997-2002) and six years as an analyst with First Albany Corporation/Janney Montgomery Scott (2002-2008) where he provided research exclusively for Iridian. Prior to this, he worked from 1994 to 1997 with Iridian and its predecessor firm Arnhold and S. Bleichroeder, Inc. From 1990 to 1994, he worked as a special situations analyst with First Albany Corp. and Ladenburg, Thalmann. He worked as an institutional equity salesman with Brean Murray, Foster Securities from 1984 to 1989, as well as a bond analyst with Moody's Investor Service from 1979 to 1982. Mr. Feinman holds a B.S. in Speech Communication from Syracuse University (1978) and an M.B.A. from Tulane University (1984). KRISHNAMURTHY (KK) KALYANAKRISHNAN, Associate Managing Director, is a research analyst for our mid-capitalization value equity portfolios. Mr. Kalyanakrishnan joined the large- and mid-capitalization team in January 2012 having joined Iridian in June 2009 previously working on the Iridian Opportunity Fund. In addition, he worked three years as an analyst at HSBC Securities (USA) Inc. and one year in equity research at Prudential Financial. Mr. Kalyanakrishnan holds a B.E. in Production Engineering from the University of Mumbai (2001), a M.S. in Statistics and Industrial Engineering from the University of Cincinnati (2004) and an M.B.A. from New York University (2009). VIVIEN W. LIU, Managing Director, is a research analyst for our mid-capitalization value equity portfolios. Prior to joining Iridian in July 2000, she worked over three years as a portfolio manager and senior analyst with Rudman Capital Management. In addition, she worked over three years as an internal auditor with AT&T Corporation. Ms. Liu holds a B.S. in Accounting from the University of Maryland at College Park (1992) and an M.B.A. from New York University (1997). SUSAN POTTO, Managing Director, is a research analyst for our mid-capitalization value equity portfolios. She joined the investment team in April 2010. From 2002 to 2005 and from 2008 to 2010, Ms. Potto provided independent research services to the investment management community including Iridian. From 2005 to 2008, she worked as a senior analyst with Eagle Capital Partners. From 1988 to 2002, she worked at Franklin Templeton (and its predecessor company, Heine Securities). During her tenure, she worked as a portfolio manager and analyst with the Mutual Qualified Fund, the Mutual Beacon Sicav Fund and the Mutual Shares II Fund. Ms. Potto has known the principals of Iridian since 1995. Ms. Potto holds a B.B. A. in Finance from the Emory University (1987) and an M.B.A from New York University (1996). ANGELA RADA SAEZ, Managing Director, is a research analyst for our mid-capitalization value equity portfolios. Prior to joining Iridian in July 2004, she worked two years as a market researcher in Latin American markets and the U.S. Fundamental Data Group with Reuters. Ms. Rada holds a B.A. in Economics from the University of Connecticut (2002), and an M.B.A. from Columbia University (2010).

BIOGRAPHIES INVESTMENT MANAGEMENT AND RESEARCH – MID-CAP VALUE EQUITY (cont’d) DUNCAN SIMMONS, Managing Director, is a research analyst for our mid-capitalization value equity portfolios. Prior to joining Iridian in April 2008, he worked one year as a research analyst with Coatue Management. In addition, he worked over three years as a strategic planning manager with SBA Communications and two years as an analyst with Lehman Brothers. Mr. Simmons holds a B.A. in Geography modified with Economics from Dartmouth College (1999) and an M.B.A. from Columbia Business School (2006). ERIC STONE, Managing Director, is a research analyst for our mid-capitalization value equity portfolios. Prior to joining Iridian in April 2012, he worked over three years as a portfolio manager with Plural Investments. In addition, he worked from 2003 to 2009 as research analyst with Arience Capital. From 2000 to 2003, he worked in investment banking at Bear, Stearns, Co. Inc. Mr. Stone holds a B.S. in Industrial and Labor Relations from Cornell University (2000). LUKASZ H. THIEME, CFA, Managing Director, is a research analyst for our mid-capitalization value equity portfolios. Prior to joining Iridian in July 2007, he worked over two years as an analyst with LRL/Ritchie Capital. In addition, he worked over two years as an equity research associate with ABN AMRO and prior to that spent two years with Lipper Analytical Services. Mr. Thieme holds a B.A. in Economics from Columbia University (1998) and an M.B.A. from Columbia Business School (2007). He is a Chartered Financial Analyst (2002).

INVESTMENT MANAGEMENT AND RESEARCH – SMALL-CAP VALUE EQUITY JORDAN D. ALEXANDER, CFA, Managing Director, is responsible for the management of small-capitalization value equity portfolios. Prior to joining Iridian in December 2009, he worked one year as a portfolio manager with MacKay Shields. From 2006 to 2008, he was a portfolio manager with Bear Stearns Asset Management and from 2003 to 2006 he was a portfolio manager with John A. Levin & Co. Additionally, he worked as a senior analyst for Palisade Capital Management in 2003 and from 1998 to 2003 he served as a portfolio manager/equity research analyst with Evergreen Investment Management Company. Mr. Alexander holds a B.A. in Political Science from the State University of New York at Binghamton (1986) and an M.B.A. from New York University (1990). He is a Chartered Financial Analyst. STEPHEN A. FRISCIA, JR., CFA, Managing Director, is responsible for the management of small-capitalization value equity portfolios. Prior to joining Iridian in December 2009, he worked one year as a portfolio manager with MacKay Shields. From 2006 to 2008, he was a portfolio manager with Bear Stearns Asset Management and from 2003 to 2006 he was a portfolio manager with John A. Levin & Co. Additionally, he worked as a senior analyst for Palisade Capital Management in 2003 and from 1993 to 2003 he served as a portfolio manager/equity and fixed income analyst with Evergreen Investment Management Company. Mr. Friscia holds a B.S. in Business Administration/Finance from the State University of New York at New Paltz (1993) and an M.B.A. from Pace University (1996). He is a Chartered Financial Analyst.

BIOGRAPHIES EQUITY TRADING JASON B. McLEAN, Vice President and Director of Trading, is responsible for equity trading for all value equity portfolios. Prior to joining Iridian in December 2004, he previously worked six years as a senior equity trader, as well as almost three years in financial services management at AIM Investments. Additionally, from 1992 to 1994, he worked as a retail stockbroker with two regional broker/dealers. Mr. McLean holds a B.S. in Economics from Texas A&M University (1992). CAROLINE B. KEENAN, Vice President, is responsible for equity trading for all value equity portfolios. At Iridian since inception, she previously worked three years as an equity trader with Arnhold and S. Bleichroeder, Inc., as well as over three years as a retail broker with Shearson Lehman Brothers. Mrs. Keenan holds a B.A. in Economics from Bates College (1989). COURTNEY B. McKENNA, Vice President, is responsible for equity trading for all value equity portfolios. At Iridian since inception, she previously worked one year as an equity trader with Arnhold and S. Bleichroeder, Inc., as well as four years in institutional equity research sales and trading with Lehman Brothers. Ms. McKenna holds a B.A. from Sarah Lawrence College (1991). TOM HROMAS, Vice President, is responsible for equity trading for all value equity portfolios. Prior to joining Iridian in June 2001, he previously worked three years as a portfolio assistant with Gateway Asset Management, as well as almost two years in partnership marketing at Cendant Corp. and five years in event marketing I.S.L/Sports & Company. Mr. Hromas holds a B.A. from Southern Connecticut State University (1988).

CLIENT SERVICE/MARKETING COLIN MORRIS, Senior Vice President and Director of Marketing/Client Service, is responsible for client servicing and business development activities. Prior to joining Iridian in June 2003, he worked for five years at Bank of Ireland Asset Management in Melbourne, Australia, where he was a Client Services/Marketing Manager. From 1995 to 1998 he worked at Lifetime Assurance and Bank of Ireland Group Treasury, both members of the Bank of Ireland Group. He is a Business Studies graduate (1994) and holds an M.Sc. in Investment and Treasury (1997), both from Dublin City University, Ireland. BRIAN L. DENNY, Senior Vice President, is responsible for client servicing of various institutional clients and business development. Prior to joining Iridian in February 2003, he worked for ten years at the Ohio Public Employees Retirement System where he was the Assistant Investment Officer/Portfolio Manager of the International Equities department. From 1986 to 1992 he worked in various capacities for both ICH Capital Management and PNC Financial Corp. Mr. Denny holds a B.A. in Business Administration/Accounting and an M.B.A. in Finance from Bellarmine University (1985 and 1988, respectively). MARY ELLEN GUZEWICZ, CFA, Senior Vice President, is responsible for client servicing of various institutional clients and business development. Prior to joining Iridian in February 2000, she worked for more than seventeen years for Bear Stearns & Co. Inc. as a Managing Director in the Institutional Equity Sales Division. From 1980 to 1982, she served as a security analyst with the College Retirement Equity Fund. Ms. Guzewicz holds a B.A. in History from the University of Vermont (1973) and an M.B.A. from Pace University (1979). She is also a Chartered Financial Analyst (1982

BIOGRAPHIES CLIENT SERVICE/MARKETING (contâ&#x20AC;&#x2122;d) EDWARD J. RILEY, Senior Vice President, is responsible for business development. Prior to joining Iridian in March 2010, he worked for two years at EIM Management (USA) Inc., where he was Director of Client Services. Previously, from 1997 to 2007, he worked at Bank of Ireland Asset Management (US) where he was a senior member of the Client Service group with a focus on institutional clients. From 1993 to 1997, he worked at Lazard Freres Asset Management as a Marketing Associate. Mr. Riley holds a B.A. in Political Science from the University of Vermont (1988). CARLOS E. MONTOULIEU, Vice President, is responsible for managing data collection, reporting, and requests for proposal activities, as well as coordinating with staff on client service and business development needs. Prior to joining Iridian in May 1997, he worked as a marketing associate with Fiduciary Trust Company International. From 1990 to 1995, he worked as a senior institutional consulting associate with Paine Webber Prime Asset Consulting Group (formerly Kidder Peabody), as well as a research associate with Cambridge Associates. Mr. Montoulieu holds a B.S.B.A. in Finance from Villanova University (1990).

COMPLIANCE LANE S. BUCKLAN, Esq., General Counsel and Chief Compliance Officer, is responsible for all legal and compliance duties. Mr. Bucklan also serves as Chief Compliance Officer for Iridianâ&#x20AC;&#x2122;s affiliate, IAM Capital Corporation, a limited purpose broker/dealer. Prior to joining Iridian in March 2003, he worked for three years as Vice President-Legal and Compliance and Chief Compliance Officer for Rochdale Investment Management LLC, Rochdale Securities Corporation and RIM Securities LLC. From 1997 to 1999 he was a Financial Consultant with Salomon Smith Barney. Prior to that he spent two years as House Counsel for Development Corporation for Israel and Capital for Israel, registered broker/dealers specializing in fixed income securities and one year as Compliance Counsel for Advest, Inc., a registered broker/dealer. Mr. Bucklan earned his B.A. from Hofstra University (1989), a J.D. from Western New England University School of Law (1992) and an LL.M in Corporate Law from New York University School of Law (1993). Mr. Bucklan is a member of the New York, Connecticut and Massachusetts bars and serves as an arbitrator for FINRA Dispute Resolution, Inc.

CLIENT LIST ENDOWMENTS

ENDOWMENTS (contâ&#x20AC;&#x2122;d)

FOUNDATIONS

American Museum of Natural History American University of Beirut Boston College Boston University The Carnegie Hall Society Catholic Diocese of Wilmington Chicago Symphony Orchestra Claremont McKenna College Cornell University The Edison Institute Emory University The Frick Collection Furman University Hamilton College The Hawken Endowment Fund Lincoln Center for the Performing Arts Longwood Gardens, Inc.

Michigan State University New York Philharmonic The Newark Museum Pequot Library Endowment Philadelphia Museum of Art Phillips Academy PGA of America Rice University The Riverside Church St. Paulâ&#x20AC;&#x2122;s School UJA Federation of New York University of Delaware University of Nebraska University of Rochester University of Vermont Vassar College Wesleyan University

Alkek Foundation (Albert and Margaret) Robert B. Daugherty Charitable Foundation The Georgia Tech Foundation The German Marshall Fund of the U.S. Hartford Foundation for Public Giving Jewish Health Care Foundation of Pittsburgh The W.K. Kellogg Foundation The Andrew W. Mellon Foundation The Robert Wood Johnson Foundation Robins Foundation The Starr Foundation The University of Louisville Foundation, Inc. The University of Oklahoma Foundation, Inc. Virginia Museum of Fine Arts Foundation The Welch Foundation

It is not known whether the listed clients approve or disapprove of Iridian Asset Management LLC or the advisory services provided. Performance-based criteria was not used in determining which clients to include in the list. The list includes all clients except taxable, high net worth individuals/entities and those clients who have requested anonymity.

CLIENT LIST HOSPITALS/HEALTHCARE

PENSIONS

PUBLIC FUNDS

Children’s Hospital of Los Angeles Children’s Hospital of Philadelphia Children’s Medical Center (Boston) Franciscan Missionaries of Our Lady Health System Hartford Healthcare Lifespan The Methodist Healthcare System Middlesex Health System Mission St. Joseph’s Health System

ArvinMeritor, Inc. BASF Corp. Ball Corp. Barnes Group Inc. Brethren Benefit Trust Bristol-Myers Squibb Co. CenterPoint Energy, Inc. Crown Cork & Seal Company, Inc. Eaton Corporation GlaxoSmithKline ITT Exelis John Maneely Company Macy’s Inc. MeadWestvaco Corporation Norfolk Southern Corp. Pfizer, Inc. Precision Castparts Corp. Schlumberger Ltd. Western Union YRC Worldwide, Inc.

City of New York Fire Department Pension Fund City of New York Police Pension Fund Commonwealth of Pennsylvania State Employees’ Retirement System Montana Board of Investments New York State Teachers’ Retirement System

INSURANCE ALAS Investment Service Ltd. HANYS Insurance Company Massachusetts Mutual Life Insurance Co.

SUB ADVISOR Dreyfus First Eagle Fund of America TAFT-HARTLEYS Sheet Metal Workers’ Local 73

FEE SCHEDULE MID-CAP VALUE EQUITY:

1.00% on the first $50 million 0.75% on the next $50 million 0.55% on the balance

ď Ž

Minimum account size for separate account management is $10 million.

ď Ž

Fees are calculated based on the average month-end market value for each calendar quarter and are billed quarterly in arrears at 1/4 of the above rate. Fees for partial calendar quarters shall be prorated.

PERFORMANCE HISTORY PRIVATE BUSINESS VALUE/MID-CAP EQUITY COMPOSITE

Annual Returns YTD 2013 (as of 6/30)* 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992 1991

Mid-Cap Value Equity Composite 17.69 27.43 -0.84 25.08 35.73 -34.42 16.63 15.52 10.70 27.76 35.70 -15.26 7.99 3.34 15.16 24.99 26.83 29.07 38.01 3.53 24.04 26.55 40.83

Russell Midcap Index 15.45 17.28 -1.55 25.48 40.48 -41.46 5.60 15.26 12.65 20.22 40.06 -16.19 -5.64 8.26 18.22 10.08 29.01 19.00 34.45 -2.09 14.30 16.34 41.51

Russell Midcap Value Index 16.10 18.51 -1.38 24.75 34.21 -38.44 -1.42 20.22 12.65 23.71 38.06 -9.65 2.33 19.19 -0.11 5.09 34.37 20.26 34.93 -2.12 15.66 21.68 37.92

S&P 500 Index 13.82 16.00 2.11 15.06 26.46 -37.00 5.49 15.79 4.91 10.88 28.68 -22.06 -11.93 -9.10 21.04 28.58 33.36 22.96 37.58 1.32 10.08 7.62 30.47

* Preliminary; subject to final reconciliation

Note: All performance returns are shown gross-of-fees. See Performance Disclosure.

PERFORMANCE COMPARISON (as of 6/30/13) PRIVATE BUSINESS VALUE/MID-CAP EQUITY COMPOSITE

Annualized Returns (%) 1 Year 3 Years 5 Years 7 Years 10 Years 15 Years 20 Years Since Inception 2

Iridian Private Business Value/ Mid-Cap Equity Composite 1 37.07 24.64 10.91 11.66 14.36 11.10 14.42 16.33

S&P 500 Index 20.60 18.43 7.01 5.65 7.29 4.24 8.65 9.52

Russell Midcap Russell Midcap Russell 1000 Russell 1000 Russell 2000 Russell 2000 Index Value Index Index Value Index Index Value Index 25.41 27.65 21.24 25.32 24.21 24.76 19.51 19.51 18.63 18.51 18.65 17.31 8.27 8.87 7.12 6.67 8.77 8.59 6.91 6.44 5.85 4.57 5.81 4.64 10.64 10.91 7.67 7.79 9.53 9.30 8.16 8.61 4.58 5.49 6.65 7.89 10.69 11.08 8.80 9.22 8.88 10.32 12.24 12.87 9.81 10.45 10.83 12.64 * Preliminary; subject to final reconciliation

1 2

Gross-of-fees Inception: 12/31/90

Note: All performance returns are shown gross-of-fees. See Performance Disclosure.

PERFORMANCE DISCLOSURE PRIVATE BUSINESS VALUE/MID-CAP EQUITY COMPOSITE

Year 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 1993 1992 1991

Total Return (%) 27.43 -0.84 25.08 35.73 -34.42 16.63 15.52 10.70 27.76 35.70 -15.26 7.99 3.34 15.16 24.99 26.83 29.07 38.01 3.53 24.04 26.55 40.83

Russell Midcap Index (%) 17.27 -1.55 25.48 40.48 -41.46 5.60 15.26 12.65 20.22 40.06 -16.19 -5.64 8.26 18.22 10.08 29.01 19.00 34.45 -2.09 14.30 16.34 41.51

Number of Portfolios 126 121 115 110 114 122 129 135 123 130 133 134 143 133 109 94 54 42 34 9 4 3

Composite Dispersion (%) 0.29 0.33 0.61 0.81 0.50 0.36 0.24 0.14 0.36 0.40 0.37 0.51 0.99 0.71 0.52 0.45 0.56 0.70 0.56 N/A N/A N/A

Assets at Composite 3 Year Benchmark 3 Year Standard Deviation Standard Deviation End of Period (US$ Millions) (%) (%) 18.71 5,898.20 17.20 19.93 4,872.0 21.56 23.98 5,177.1 26.46 22.11 4,971.7 24.21 19.18 4,043.1 19.36 9.33 6,872.9 9.48 8.98 7,301.4 9.62 10.57 7,308.2 11.22 13.79 6,674.4 15.28 16.62 6,374.5 18.51 15.87 5,015.5 19.65 15.47 6,633.3 18.35 18.43 6,803.5 18.96 18.82 6,888.4 17.22 17.79 5,340.9 16.48 10.83 4,094.0 10.82 11.66 2,428.7 10.19 N/A 1,585.3 N/A N/A 941.8 N/A N/A 478.3 N/A N/A 260.9 N/A N/A 143.6 N/A

Total Firm Assets (US$ Millions) 8,032.0. 6,727.7 8,521.0 7,774.5 5,904.0 9,659.2 10,409.0 10,485.1 10,093.2 9,265.9 8,154.5 11,295.0 10,330.9 8,765.4 6,104.6 4,790.3 3,214.8 1,916.5 1,185.7 703.0 260.9 175.5

Iridian Asset Management LLC claims compliance with the Global Investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS standards. Iridian Asset Management LLC has been independently verified for the period January 1, 1991 through December 31, 2012. Verification assesses whether (1) the firm has complied with all the composite construction requirements of the GIPS standards on a firm-wide basis and (2) the firm’s policies and procedures are designed to calculate and present performance in compliance with the GIPS standards. The Private Business Value/Mid-Cap Equity composite has been examined for the periods January 1, 1991 through December 31, 2012. The verification and performance examination reports are available upon request. 1.

Iridian Asset Management LLC (the “Firm”) was organized on November 8, 1995 and commenced operations as an SEC-registered, independent investment advisor on March 29, 1996 as the successor of the investment management business of Arnhold and S. Bleichroeder Capital, a division of Arnhold and S. Bleichroeder, Inc. All of the client assets and all of the investment decision-makers were transferred to the Company as of the commencement of operations.

PERFORMANCE DISCLOSURE PRIVATE BUSINESS VALUE/MID-CAP EQUITY COMPOSITE 2.

Iridian Asset Management LLC’s compliance with the GIPS standards has been verified for the period January 1, 2010 through December 31, 2012 by Ashland Partners & Company LLP (“Ashland”). In addition, a performance examination was conducted by Ashland on the Private Business Value/Mid-Cap Equity Composite beginning January 1, 2010 through December 31, 2012. The Firm has had a Level I Verification for the period January 1, 1991 through December 31, 2009 and Performance Examination (Level II) for the period January 1, 1991 through December 31, 2009, with regard to gross performance. Both the Verification and Performance Examination for these periods were completed by an independent accounting firm (BDO USA, LLP). The composite's performance returns prior to April 1, 1996 are the results of Iridian's portfolio managers while employed at Iridian's predecessor. The Private Business Value/ Mid-Cap Equity Composite (“composite”) will employ a two-step stock-selection process that is disciplined, bottom-up, and value-based, and uses mostly in-house generated fundamental research to identify companies undergoing "corporate change" and generating large amounts of free cash flow. The Composite includes all tax-exempt and taxable, fee paying institutional accounts: (i) managed on a fully discretionary basis; (ii) with a minimum market value of $500,000; and (iii) with similar investment objectives and no special restrictions. The composite was created January 1, 1991.

The rates of return are compiled monthly using the Modified Dietz method, which calculates the percentage change in end of the period market value over beginning of the period market value with all cash flows time weighted. Cash flows consist principally of capital contributions, withdrawals and investment management fees. The monthly results are then geometrically linked to derive the rates of return for each year. Geometric linking is the method used to combine rates of return for multiple time periods. The rate of return reflects realized and unrealized gains and losses and includes ordinary income (interest and dividends). The calculations are weighted for the size of each client’s account as a relationship to the total composite accounts. For purposes of determining market values, securities transactions are recorded on a trade-date basis, and dividends are recorded on ex-dividend dates. For year-end returns, market values of equity securities are based on closing prices on the last day of the year or, in the absence thereof, the last quoted bid prices. For year-todate returns, market values of equity securities are based on closing prices on the last day of the month or, in the absence thereof, the last quoted bid prices. Performance calculations are expressed in U.S. dollars.

Dispersion measures the consistency of the Firm’s composite performance results with respect to the individual portfolio returns within the composite. Annual dispersion is calculated through the use of an asset-weighted standard deviation for portfolios included in the composite for the entire year.

Since this report is only being used in one-on-one presentations, performance results are shown gross of investment management fees and custodial fees but net of all transaction costs. Returns include the reinvestment of income. Prospective clients should expect their rates of return to be reduced by investment management fees, along with other expenses incurred in the management of the account which are fully described in the Firm’s Brochure (Form ADV Part 2A). The management fee schedules for this strategy are as follows: 1.00% on the first $50 million; 0.75% on the next $50 million; and 0.55% on the balance. For example, assuming a $10 million account size, an annual gross total return of 10% and an annual management fee of 1.00%, cumulative performance results would be reduced by 106, 354 and 655 basis points over 1-, 3- and 5-year periods, respectively. The net annualized total return of the assets would be 8.94%.

PERFORMANCE DISCLOSURE PRIVATE BUSINESS VALUE/MID-CAP EQUITY COMPOSITE 6.

Leverage has not been used in the composite.

Policies for valuing portfolios, calculating performance and preparing compliant presentations are available upon request.

Benchmark returns reflect the reinvestment of dividends but do not reflect fees, brokerage commissions or other expenses of investing. The comparative indexes are unmanaged and not directly investable. The Russell Midcap Index: The Russell Midcap Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap Index is a subset of the Russell 1000 Index. It includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. The Russell Midcap Index represents approximately 31% of the total market capitalization of the Russell 1000 companies. Effective November 1, 2011, the S & P 500 Index is no longer shown as a comparative benchmark as it is not a primary benchmark against which clients measure the Private Business Value/Mid-Cap Equity compositeâ&#x20AC;&#x2122;s performance. The S&P 500 Index: The Standard & Poorâ&#x20AC;&#x2122;s 500 Index represents 500 large U.S. companies in leading industries.

Past performance is not indicative of future results.

10.

Investing in medium-capitalization companies may carry additional risks such as reduced liquidity and increased volatility.

11.

A complete list and description of Firm composites is available upon request.

INDEX DEFINITIONS Comparative Index returns reflect the reinvestment of dividends but do not reflect fees, brokerage commissions or other expenses of investing. The comparative indexes are unmanaged and are not directly investable. All or some of the following comparative indexes may be shown:  S&P 500 Index: The Standard & Poor’s 500 Index represents 500 large U.S. companies in leading industries Mid-Cap  Russell Midcap Index: The Russell Midcap Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap Index is a subset of the Russell 1000 Index. It includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. The Russell Midcap Index represents approximately 31% of the total market capitalization of the Russell 1000 companies.  Russell Midcap Value Index: The Russell Midcap Value Index measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap Index companies with lower price-to-book ratios and lower forecasted growth values. Large-Cap  Russell 1000 Index: The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000 represents approximately 92% of the U.S. market.  Russell 1000 Value Index: The Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower expected growth values. Small-Cap  Russell 2000 Index: The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 Index is a subset of the Russell 3000 Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership.  Russell 2000 Value Index: The Russell 2000 Value Index measures the performance of small-cap value segment of the U.S. equity universe. It includes those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.

INFORMATION

Charter Audits â&#x20AC;&#x201C; Receivable Balance

INFORMATION

CHARTER AUDIT FOR THE PROTECTION OF CHILDREN & YOUNG PEOPLE RECEIVABLES AS OF MAY 31, 2013

Under the direction of the USCCB Office of Child and Youth Protection, annual audits for the Charter for the Protection of Children and Young People are conducted in the dioceses and archdioceses. The dioceses and archdioceses are billed in January for the audits conducted the previous year. For example, the dioceses and archdioceses were billed in January 2013 for those audits performed during calendar year 2012. The following chart is the accounts receivable aging schedule for the charter audits. Letters were sent to those dioceses/eparchies with balances outstanding since 2010 and prior. See pages G2 to G5.

ACCOUNTS RECEIVABLE CHARTER AUDIT Total

Diocese

Bishop of Chaldean Eparchy of St. Thomas Bishop of Fall River Archbishop of Milwaukee Eparchy of Our Lady of Nareg Bishop of Pueblo St. Thomas Syro Malabar Diocese of Chicago

13,193 13,428 13,587 13,887 1,493 7,170

Total

62,757

Current

G-1

1 - 30 Days 31 - 60 Days 61 - 90 Days Past Due Past Due Past Due

Over 90 Days Past Due

400 -

13,193 13,428 13,587 13,487 1,493 7,170

400

62,357

Bishop of Chaldean Eparch of Saint Thomas the Apostle 25603 Berg Road Southfield, MI 48034 June 12, 2013 Your Excellency: I have been informed that there is an issue surrounding the cost of your Charter Compliance Audit from 2009 in the amount of $13,193. After consideration and discussion with the Committee on Budget & Finance, it has been determined that it is in good stewardship that the Eparch of Saint Thomas the Apostle submit the outstanding balance due to the Conference. It is very important and prudent that we show good stewardship on behalf of the Child and Youth Protection Services and their mission, as well as for the goals that we, as a Conference of Bishops, adopted. The Committee on Budget & Finance understands there are many dioceses facing hardships; at the same time, the Conference must continue to move forward with the mission and objectives that we, as a body of Bishops, adopt. According to the records of the Finance & Accounting Department, as of May 31, 2013 payment had not been received. A summary of the eparchyâ&#x20AC;&#x2122;s outstanding balance has been enclosed for your convenience. Your timely response to the matter is greatly appreciated. Entrusting you to the care of Our Lady, Queen of the Apostles, I am, Sincerely yours in Christ,

Most Reverend Michael J. Bransfield Bishop of Wheeling-Charleston Enclosure

G-2

Eparchy of Our Lady of Nareg 167 North 6th Street Brooklyn, NY 11211 June 12, 2013 Your Excellency: I have been informed that there is an issue surrounding the cost of your Charter Compliance Audits from 2006, 2007 and 2008 for a total of $13,487. After consideration and discussion with the Committee on Budget & Finance, it has been determined that it is in good stewardship that the Eparchy of Our Lady of Nareg submit the outstanding balance due to the Conference. It is very important and prudent that we show good stewardship on behalf of the Child and Youth Protection Services and their mission, as well as for the goals that we, as a Conference of Bishops, adopted. The Committee on Budget & Finance understands there are many dioceses facing hardships; at the same time, the Conference must continue to move forward with the mission and objectives that we, as a body of Bishops, adopt. According to the records of the Finance & Accounting Department, as of May 31, 2013 payment had not been received. A summary of the eparchyâ&#x20AC;&#x2122;s outstanding balance has been enclosed for your convenience. Your timely response to the matter is greatly appreciated. Entrusting you to the care of Our Lady, Queen of the Apostles, I am, Sincerely yours in Christ,

Most Reverend Michael J. Bransfield Bishop of Wheeling-Charleston Enclosure

G-3

Bishop of Pueblo 101 N. Greenwood Street Pueblo, CO 81003-3164 June 12, 2013 Your Excellency: I have been informed that there is an issue surrounding the cost of your Charter Compliance Audit from 2008 in the amount of $1,493. After consideration and discussion with the Committee on Budget & Finance, it has been determined that it is in good stewardship that the Diocese of Pueblo submit the outstanding balance due to the Conference. It is very important and prudent that we show good stewardship on behalf of the Child and Youth Protection Services and their mission, as well as for the goals that we, as a Conference of Bishops, adopted. The Committee on Budget & Finance understands there are many dioceses facing hardships; at the same time, the Conference must continue to move forward with the mission and objectives that we, as a body of Bishops, adopt. According to the records of the Finance & Accounting Department, as of May 31, 2013 payment had not been received. A summary of the dioceseâ&#x20AC;&#x2122;s outstanding balance has been enclosed for your convenience. Your timely response to the matter is greatly appreciated. Entrusting you to the care of Our Lady, Queen of the Apostles, I am, Sincerely yours in Christ,

Most Reverend Michael J. Bransfield Bishop of Wheeling-Charleston Enclosure

G-4

St. Thomas Syro Malabar Diocese of Chicago 372 S. Prairie Avenue Elmhurst, IL 60126-4020 June 12, 2013 Your Excellency: I have been informed that there is an issue surrounding the cost of your Charter Compliance Audit from 2010 in the amount of $7,170 After consideration and discussion with the Committee on Budget & Finance, it has been determined that it is in good stewardship that St. Thomas Syro Malabar submit the outstanding balance due to the Conference. It is very important and prudent that we show good stewardship on behalf of the Child and Youth Protection Services and their mission, as well as for the goals that we, as a Conference of Bishops, adopted. The Committee on Budget & Finance understands there are many dioceses facing hardships; at the same time, the Conference must continue to move forward with the mission and objectives that we, as a body of Bishops, adopt. According to the records of the Finance & Accounting Department, as of May 31, 2013 payment had not been received. A summary of the eparchyâ&#x20AC;&#x2122;s outstanding balance has been enclosed for your convenience. Your timely response to the matter is greatly appreciated. Entrusting you to the care of Our Lady, Queen of the Apostles, I am, Sincerely yours in Christ,

Most Reverend Michael J. Bransfield Bishop of Wheeling-Charleston Enclosure

G-5

INFORMATION

Communications Department

INFORMATION

COMMUNICATIONS DEPARTMENT

As requested by the Committee on Budget & Finance at the February 2013 meeting, Ms. Helen Osman, Secretary of Communications, has been invited back to present her vision for the financial viability for the office with specific attention to the Catholic News Service (CNS). Also at the prior meeting the members wanted to know how the Communications Department, in particular CNS, had performed. Working with Communications, Finance & Accounting has aligned the revenue and expenses by area to reflect the 2012 results. Those results are found on pages H-2 through H-7. The Administration Overhead Allocation (AOA) costs for 2012 are borne in â&#x20AC;&#x153;Office of the Secretary of Communicationsâ&#x20AC;? (page H-6). While in 2012 that amount was capped at $517,510, going forward the full AOA for Communications will be reflected in their monthly reports and will be spread proportionately across the units of operation to provide a more transparent view of the cost of doing business. The total Office & Administrative Costs of $1.3 million in the Office of the Secretary of Communications unit consists primarily of the AOA ($0.5 million) and Occupancy charges ($0.8 million). An internal transfer of $2.8 million from CCC is shown in that unit as an offset to the expenses. For 2012 the total Revenue for Communications Department (page H-7) was $6.9 million including unrealized investment gains with expenses of $7.4 million for a net of expenses exceeding revenue by $0.5 million. These figures include intra-Conference transactions which must be eliminated for purposes of the audited financial statements. As such, there is not a oneto-one correlation between the figures presented here and those in the financial statements prepared according to US generally accepted accounting principles (GAAP).

H-1

United States Conference of Catholic Bishops Statement of Activities - Communication Dept Combined Report From 1/1/2012 Through 12/31/2012

COMMS- CNS Operations Revenues Total Investment Income Total Royalties Total Sales of Publications Total Other Revenue Total Revenues Expenses Total Total Total Total Total Total Total Total Total

Personnel Costs Professional Services Travel Supplies Shipping & Printing Office & Administrative Costs Equipment, Repairs & Maintenance Cost of Goods Sold Grants & Transfers

Total Expenses

Net Revenues over Expenses Total Unrealized Gain (Loss) on Iinvesment

Ending Balance

COMMS-

COMMS- Visual COMMS- Feature

News Service Rome Bureau Media Services

Services

TOTAL CNS

0 0 0 0 0

0 0 3,272,124 0 3,272,124

35 0 0 7,766 7,801

0 0 0 0 0

0 0 (266) (4,096) (4,362)

35 0 3,271,858 3,670 3,275,563

103,296 63,041 54,056 10,602 7,328 59,004 28,180 4,793 0

1,117,028 165,802 20,704 177 575 2,068 0 2,855 0

716,706 6,304 57,213 2,810 1,114 24,295 12,657 16,082 0

383,201 82,033 11,978 5,769 416 5,244 585 42,388 0

307,428 56,162 3,341 62 165,959 5,154 0 3,094 0

2,627,659 373,342 147,292 19,420 175,392 95,765 41,422 69,212 0

330,300

1,309,209

837,181

531,614

541,200

3,549,504

(330,300)

1,962,915

(829,380)

(531,614)

(545,562)

(273,941)

(330,300)

1,962,915

(829,380)

(531,614)

(545,562)

(273,941)

H-1

United States Conference of Catholic Bishops Statement of Activities - Communication Dept Combined Report From 1/1/2012 Through 12/31/2012

COMMS-

Revenues Total Investment Income Total Royalties Total Sales of Publications Total Other Revenue Total Revenues Expenses Total Total Total Total Total Total Total Total Total

Personnel Costs Professional Services Travel Supplies Shipping & Printing Office & Administrative Costs Equipment, Repairs & Maintenance Cost of Goods Sold Grants & Transfers

Total Expenses

Net Revenues over Expenses

COMMSMedia

Relations

Media

Operations

Projects

Relations

0 0 0 6,925 6,925

0 0 0 2,569 2,569

0 0 0 9,494 9,494

437,226 2,873 20,156 2,804 2,627 16,852 803 0 0

0 53,204 8,368 0 204 2,226 0 1,398 0

437,226 56,077 28,524 2,804 2,831 19,078 803 1,398 0

483,341

65,400

548,741

(476,416)

Total Unrealized Gain (Loss) on Iinvesment

0 (476,416)

Ending Balance

H-2

TOTAL

Media

(62,831) (539,247) 0

(62,831) (539,247)

United States Conference of Catholic Bishops Statement of Activities - Communication Dept Combined Report From 1/1/2012 Through 12/31/2012

TOTAL COMMS-

Revenues Total Investment Income Total Royalties Total Sales of Publications Total Other Revenue Total Revenues Expenses Total Total Total Total Total Total Total Total Total

Personnel Costs Professional Services Travel Supplies Shipping & Printing Office & Administrative Costs Equipment, Repairs & Maintenance Cost of Goods Sold Grants & Transfers

Total Expenses

Net Revenues over Expenses Total Unrealized Gain (Loss) on Iinvesment

Ending Balance

COMMS- CCR

COMMS-

Operations

Promotions

COMMS-

Customer

COMMS-

Communications Inventory & Information Sales

Distribution

Services

& Client Relations

53,627 0 0 0 53,627

0 0 0 3,597 3,597

0 544,157 2,326,129 367,064 3,237,350

0 0 210,036 0 210,036

0 0 0 0 0

53,627 544,157 2,536,165 370,661 3,504,610

325,720 43,003 5,443 893 5,352 61,917 115 0 0

157,953 6,090 25,131 388 53,641 30,627 0 8,578 0

0 0 0 0 214 54,912 0 591,993 0

311,383 209,109 0 0 242,018 8,509 0 4,028 0

97,759 4,180 1,434 0 90 467 0 0 0

892,815 262,382 32,008 1,281 301,315 156,432 115 604,599 0

442,443

282,408

647,119

775,047

103,930

2,250,947

(388,816) (278,811) 208,292

(180,524) (278,811)

H-3

2,590,231 (565,011) (103,930) 1,253,663 0

208,292

2,590,231 (565,011) (103,930) 1,461,955

United States Conference of Catholic Bishops Statement of Activities - Communication Dept Combined Report From 1/1/2012 Through 12/31/2012

Revenues Total Investment Income Total Royalties Total Sales of Publications Total Other Revenue Total Revenues Expenses Total Total Total Total Total Total Total Total Total

Personnel Costs Professional Services Travel Supplies Shipping & Printing Office & Administrative Costs Equipment, Repairs & Maintenance Cost of Goods Sold Grants & Transfers

Total Expenses

Net Revenues over Expenses Total Unrealized Gain (Loss) on Iinvesment

Ending Balance

H-4

COMMS- Creative

COMMS-

TOTAL

Services

Communication

Creative

Operations

Projects

Services

0 0 0 449 449

0 0 0 0 0

0 0 0 449 449

809,554 4,835 8,038 13,431 843 9,167 17,356 1,511 0

0 186,509 120 196 1,202 0 0 10,918 0

809,554 191,344 8,158 13,627 2,045 9,167 17,356 12,429 0

864,735

198,945

1,063,680

(864,286)

(198,945)

(1,063,231)

(864,286)

(198,945)

(1,063,231)

United States Conference of Catholic Bishops Statement of Activities - Communication Dept Combined Report From 1/1/2012 Through 12/31/2012

COMMS-

Relations

Operations

Revenues Total Investment Income Total Royalties Total Sales of Publications Total Other Revenue Total Revenues Expenses Total Total Total Total Total Total Total Total Total

Personnel Costs Professional Services Travel Supplies Shipping & Printing Office & Administrative Costs Equipment, Repairs & Maintenance Cost of Goods Sold Grants & Transfers

COMMS- Corp COMMS- IT

Administrative

Systems

TOTAL Office of the Secretary of

Operations Communications

0 0 0 0 0

649,739 44,750 9,962 12,519 1,094 1,426,683 5,305 20 (2,800,000)

0 0 65,764 677 0 58,230 0 0 4,500

0 475,874 0 4,759 0 1,539 76,542 0 0

649,739 520,624 75,726 17,955 1,094 1,486,452 81,847 20 (2,795,500)

(649,928)

129,171

558,714

37,957

(129,171) (558,714)

(37,957)

Total Expenses

649,928

Net Revenues over Expenses Total Unrealized Gain (Loss) on Iinvesment

0 649,928

Ending Balance

H-5

(129,171) (558,714)

(37,957)

United States Conference of Catholic Bishops Statement of Activities - Communication Dept Combined Report From 1/1/2012 Through 12/31/2012

GRAND TOTAL Revenues Total Investment Income Total Royalties Total Sales of Publications Total Other Revenue Total Revenues Expenses Total Total Total Total Total Total Total Total Total

53,662 544,157 5,808,023 384,274 6,790,116

Personnel Costs Professional Services Travel Supplies Shipping & Printing Office & Administrative Costs Equipment, Repairs & Maintenance Cost of Goods Sold Grants & Transfers

Total Expenses

5,416,993 1,403,769 291,708 55,087 482,677 1,766,894 141,543 687,658 (2,795,500) 7,450,829

Net Revenues over Expenses Total Unrealized Gain (Loss) on Iinvesment

(660,713) 208,292 (452,421)

Ending Balance

H-6

ACTION

2014-2017 Proposed Budget

US CONFERENCE OF CATHOLIC BISHOPS BUDGET PROCESS OVERVIEW The United States Conference of Catholic Bishopsâ&#x20AC;&#x2122; (the Conference) budget process for the following calendar year begins each spring with a kick-off meeting with all senior staff. For the 2014 through 2017 budget process, this meeting was held April 29, 2013. At the aforementioned meeting, a presentation is made to the senior staff and their budget preparers by the Conference Finance & Accounting Services staff utilizing a budget package detailing the approved budget guidelines/information for the upcoming budget cycle. Based upon the information contained in the budget package, each Conference office prepares a preliminary detailed line-item budget for review by their supervising Associate General Secretary (AGS). After the preliminary budget is reviewed and approved by the AGS, it is undergoes a detailed review by the Office of Finance & Accounting which includes but is not limited to investigating the reasons for previous year over/under spending of budget line items, ensuring the budgets are within the parameters of the budget guidelines approved by the Committee on Budget and Finance, etc. In July the budgets are presented to the Committee on Budget and Finance (a committee composed of the Conference Treasurer, five other bishops appointed by the Treasurer, and the Conference General Secretary), for review and approval. In September, the Treasurer presents the budgets to the Conference Administrative Committee for approval. The overall budget is then submitted to the body of bishops at the November Plenary Assembly for approval. Approval requires a two-thirds positive vote by the diocesan and eparchial bishops and their equivalent in law. The approved budgets then take effect on January 1, and are closely monitored (i.e., on a monthly basis, a budget vs. actual report is produced) by the General Secretary, Associate General Secretaries, Chief Financial Officer, and the office directors responsible for the various budgets.

I-1

ACTION

2014 PROPOSED BUDGET AND 2015 THROUGH 2017 PROJECTED BUDGETS Overview Provided for review, discussion and approval is the Proposed Consolidated 2014 Budget for the USCCB. The basis for the budget development was the Budget Guidelines approved by this Committee at the February 28, 2013 meeting. Detailed budgets are presented for 2014 and 2015 with high level/summary budgets for 2016 and 2017. The 2014 and 2015 budgets were prepared using the approved Budget Guidelines. The out year budgets, 2016 and 2017, were constructed based on the agreed upon high level assumptions. The four-year budgets were developed and are being presented to provide this Committee and ultimately the body of bishops with a longer prospective financial outlook. The four-year budget cycle coincides with the Conferenceâ&#x20AC;&#x2122;s four-year strategic planning process. In the spring of next year, the guidelines and assumptions for the 2015, 2016 and 2017 budgets will be revisited based on the events, financial and otherwise, of the day and adjusted as deemed appropriate. At this Committeeâ&#x20AC;&#x2122;s request we have altered the presentation from that presented in prior years with the intent of providing more transparency. Those funds restricted by donor intent, namely the revenue and expenses associated with the National Religious Retirement Office, the National Collections Office and Migration Refugee Services are shown separately and labeled as Restricted Funds. The General Fund sources and uses are labeled as Unrestricted Funds while the Communications Department is shown separately as Designated Funds. Only on the Combined Comparative Budgets document (page I-9) for all years presented (2013 through 2017) is there a combined total that represents Unrestricted, Designated and Restricted Funds. Unrestricted funds are those that are available for priority activities and the on-going work of the Conference that is supported by the annual diocesan assessment, i.e., those office/departments that are typically funded by the General Fund. While the revenue earned by the Communications Department is not restricted by donor intent, the revenue is to be used to support the business of the office and is therefore labeled as designated. This is to be distinguished from the funds received by USCCB for restricted purposes such as the government grants and contracts received by Migration Refugee Services (MRS) and the collection funds received by the National Collections Office and the National Religious Retirement Office (NRRO). The use of these funds is restricted by either federal government regulations or Canon Law. The discussion that follows is focused on 2014 since the other years will be revisited and adjusted as needed next year. The budgets have been prepared assuming no increase in either personnel or non-personnel costs.

I-2

ACTION

The basis for salaries or personnel costs was the actual 2013 salaries which did reflect an increase over 2012. An AOA rate of 47.5% was used and the calculated fringe rate is 41% The diocesan assessment for 2014 of $10,656,228 reflects the body of bishops’ vote in November 2012 to hold the amount constant, i.e., no increase from 2013 to 2014. Discussion – Proposed Budget 2014 Unrestricted Funds – The 2014 proposed budget reflects a marginal surplus of revenue over expenses of $49,691. The slight bottom line difference between 2013 and 2014 is indicative of holding expenses fairly flat based on the projected revenue. There is a significant increase in the Allocation of AOA (Administrative Overhead Allocation) between 2013 and 2014. The AOA is done to equitably district the indirect administrative costs to all of the revenue sources of the Conference. Though there is a half percentage increase in the budgeted AOA rate between 2013 and 2014 (47% and 47.5% respectively), the majority of the increase results from the budgeted removal of the AOA cap on the Department of Communications. The decrease in the General Secretariat of $656k is the result of moving the costs for the Staff Houses, St. John’s and Villa Stritch, into the Administrative Offices category, in particular to General Services. The recognition of those expenses in General Services contributes to the increase shown in that area. Within the Administrative Offices there are both increases and decreases in the uses of funds. Finance & Accounting’s reflects an artificial increase because 2013 Villa Stritch income and investment income for building fund were recorded in that area as an offset to expenses. In 2014 that income is recorded in the revenue section versus being an offset of expenses. General Services has signed several contracts that include a 3% annual increase in addition to the inclusion of the cost of the Staff House as noted above. Human Resources’ budget reflects a change in allocation. After several years of charging certain professional services and Conference-wide events to the fringe allocation, the Conference was advised by the auditors in the prior year that those charges could not be part of the fringe pool for government reimbursement purposes. Accordingly, those expenses (roughly $324k) were removed from the fringe pool that resides in the HR budget and become part of the AOA. Within Pastoral Ministries, Clergy, Consecrated Life & Vocations (CCLV) is projecting a 26% increase in the use of funds over the prior year while the Protection of Children & Young People (CYP) has projected a 17% decrease. Those changes are the result of CCLV’s decrease in external funds and CYP’s decrease in professional fees. As in prior years Pastoral Ministries does receive grants from the Knights of Columbus and others, on a more limited basis. Those funds are shown net in the Uses of Funds such that the amount of funding required by the General Fund is evident. The significant (114%) increase in Justice, Peace & Human Development is because they are expecting less grant funds. The 2013 projected amount of grants was $4.5 million compared to the current 2014 projection of $3.8 million. With expenses fairly flat the net result of a decrease

I-3

ACTION

in funding results in the need for more General Funds. The anticipated change in Priority Activities is due to nearing of completion of two projects already in process. World Youth Day generally occurs every three years which accounts for the zero budget in 2013 and budgeted amounts in both 2014 and 2015. Restricted Funds – The 2014 proposed budget reflects a net surplus of revenue over expenses of $3,315,283. These funds are restricted in use and are not available to be used by the General Fund or for any reason than the original intent of the donor or federal agency. Migration & Refugee Services anticipates $75.3 million in resources and plans to use $72.2 million of those funds for a net surplus of $3.1 million. Resettlement Services is by far the largest of their programs accounting for over 79% of the total budgeted expenses. The change in the MRS Executive Office is driven largely by the residual loan collections income. MRS receives one-fourth of the collection proceeds from loan collections. These funds are used to offset costs within MRS as will be shown and discussed in the Fund Balance Analysis chapter (section L). In 2014 there is less of that residual loan collection income. The year-to-year expected change for the National Religious Retirement Office (NRRO) is negligible at less than 0.4%. NRRO plans to use all of the resources collected for a net balance of zero for 2014. The National Collections Office is positioned similarly. They have projected a 2% decrease in collections and a 1% increase in uses of funds. The projected surplus of sources over uses is less than 0.3% of the total budget. The amounts for the National Collections Administrative Office of $238,832 in 2014 and $239,056 in 2015 represent the Peter’s Pence activity not included in 2013 budget because this Peter’s Pence is actually a pass through item. The funds received and the subsequent reimbursement does not belong to the Conference. Because it is a pass-through, strong consideration is being given to removing both the source and use of fund from the budgets. The net effect will be zero. Designated Funds – The 2014 proposed budget reflects net expenses over revenue of $3,804,555 million. The Communications Department is peculiarly situated in that it provides services to external customers for a fee. It also provides services to both internal and external customers for which no fee is paid. In past budget presentations and in reality the Department has been partially funded by the General Fund in amounts of one million or more. Part of that funding was received via a cap on the amount of administrative overhead that was charged to the Department in addition to charges made directly to the General Fund. The current presentation reflects the entire AOA of $2.0 million. If the total amount of AOA were excluded or passed through to the General Fund, a deficit approximating $1.8 million would remain. The external revenue which is generated is insufficient to cover its operations, for example the Catholic News Service (CNS). The current state of operations is not sustainable. The sources and uses of funds need to be better aligned.

I-4

ACTION

Prolonged and or significant use of General Funds is also not viable as the diocesan assessment and investment income are barely able to cover those expenses. Discussion â&#x20AC;&#x201C; Proposed and Projected Budgets 2015 through 2017 The proposed budget for 2015 was developed using the same guidelines as those used for 2014 with similar results across the board, i.e., for Unrestricted Funds, Restricted Funds and Designated Funds. The surplus in the Undesignated Funds is driven in large part by the 11% increase in investment income and a much lesser increase in expenditures. The diocesan assessment is presumed to remain flat for 2015. The planned net activity for the Restricted Funds mirrors the results of 2014 with an overall net surplus for all restricted funds of $3,315,283 that is substantially associated with MRS. Consistent with 2014 the Designated net balance for 2015 is a loss of $3,820,884. The 2016 and 2017 budgets (page I-9) provide an overall outlook. The net surplus combines the different funds. The out year losses reflect the current projected results of operations of the Communications Department. The prospective look provides time to make decisions and corrections, if and where needed, so that anticipated losses do not become a reality. The proposed and projected budgets are presented on the following pages, I-6 through I-9. There are five Requests for Exceptions which are being presented.

ACTION: Does the Committee recommend any changes to the 2014 proposed and 2015 through 2017 budgets including the Requests for Exception? ACTION: Does the Committee recommend moving the proposed 2014 budget and projected 2015 through 2017 budgets to the Administrative Committee for review and approval?

I-5

United States Conference on Catholic Bishops Consolidated Proposed Budgets - Unrestricted Funds Years 2013 to 2015 Unrestricted Funds

Approved 2013

Proposed 2014

Proposed 2015

10,656,228 1,045,916 2,208,991 3,613,591 1,357,336 18,882,062

10,656,228 1,047,803 3,989,623 3,639,443 1,693,670 21,026,767

10,656,228 1,056,293 4,055,147 4,066,246 1,665,370 21,499,284

(1,612,253) (1,620,946) (3,233,199)

(1,580,338) (996,125) (2,576,463)

(1,587,215) (996,469) (2,583,684)

(1,737,819) (837,407) (701,315) (936,277) (4,212,819)

(1,892,282) (1,674,810) (1,054,305) (819,041) (5,440,438)

(1,891,746) (1,706,455) (1,055,799) (822,337) (5,476,337)

(334,274) (829,253) (591,923) (583,774) (884,323) (1,041,104) (581,183) (810,837) (17,685) (5,674,356)

(422,529) (851,296) (572,860) (609,883) (910,964) (1,103,201) (616,755) (673,940) (17,685) (5,779,112)

(416,314) (848,241) (568,450) (693,801) (912,262) (1,104,624) (636,532) (675,081) (17,685) (5,872,991)

(795,970) (960,564) (745,011) (907,899) (1,853,678) (25,000) (5,288,122)

(774,714) (1,289,983) (1,595,038) (965,097) (2,017,664) (25,000) (6,667,496)

(775,929) (1,292,527) (1,597,050) (966,860) (2,018,414) (5,000) (6,655,781)

(20,000) (20,000) (96,987) (186,579) (150,000) (473,566)

(20,000) (20,000) (96,987) (40,000) (186,579) (150,000) (513,566)

(18,882,062)

(20,977,076)

(21,102,358)

Sources of Funds General Fund: Diocesan assessment Allocation from quasi-endowment fund Allocation of AOA Investment income Permissions / Royalty income

Total Sources of General Funds

Uses of Funds General Secretariat General Secretary's Office General & Administrative Committee Meetings

General Secretariat Administrative Offices Finance & Accounting General Services Human Resources Information & Technology

Administrative Offices Pastoral Ministries Clergy, Consecrated Life & Vocations Cultural Diversity in the Church Divine Worship Doctrine Ecumenical & Inter-religious Affairs Evangelization & Catechesis Laity, Marriage, Family Life & Youth Protection of Children & Young People Canonical Affairs and Church Governance

Pastoral Ministries Policy & Advocacy Government Relations Religious Liberty Pro-Life Activities Justice, Peace & Human Development Catholic Education General Counsel Priority Activities

Policy & Advocacy Other Funding Relationships National Council of Catholic Women Pastoral Provision Visitor's Office - Rome World Youth Day Allocation to Building Fund Contingency Fund

Other Funding Relationships Total Use of General funds Surplus (Deficit)

(0)

I-6

49,691

396,925

United States Conference on Catholic Bishops Consolidated Proposed Budgets - Restricted Funds Years 2013 to 2015 Approved 2013

Restricted Funds

Cash Sources

Uses of Cash

4,212,034 6,747,238 1,217,945 57,247,227 3,704,222 73,128,666

2,197,975 3,810,660 1,217,945 62,153,340 3,703,222 73,083,142

31,410,136 31,410,136

18,097,631 11,699,165 7,294,684 4,418,287 9,704,048 8,118,098 2,255,275 11,483,272 73,070,460

17,782,321 11,660,213 6,830,875 4,101,911 9,462,939 7,763,754 1,957,501 11,243,022 70,802,536

177,609,261

175,295,814

Proposed 2014 Surplus (Deficit)

Cash Sources

Uses of Cash

2,014,058 2,936,578 (4,906,113) 1,000 45,523

2,345,941 7,645,025 1,074,669 60,129,455 4,123,781 75,318,870

2,133,261 4,706,746 1,074,669 60,129,455 4,123,781 72,167,911

(0) (0)

31,512,857 31,512,857

315,310 38,952 463,809 316,376 241,109 354,344 297,774 240,250 2,267,924 2,313,447

Proposed 2015 Surplus (Deficit)

Surplus (Deficit)

Cash Sources

Uses of Cash

212,680 2,938,279 3,150,959

2,345,941 6,906,551 1,821,022 59,741,870 4,123,781 74,939,164

2,133,261 4,714,625 1,074,669 59,741,870 4,123,781 71,788,205

212,680 2,191,926 746,353 3,150,959

31,512,857 31,512,857

0 0

31,511,514 31,511,514

0 0

238,832 17,782,321 11,660,213 6,830,875 4,101,911 9,462,939 7,763,754 1,957,501 11,864,692 71,663,038

238,832 17,782,321 11,660,213 6,830,875 4,101,911 9,462,939 7,763,754 1,957,501 11,700,368 71,498,714

164,324 164,324

239,056 17,782,321 11,660,213 6,830,875 4,101,911 9,462,939 7,763,754 1,957,501 11,864,692 71,663,262

239,056 17,782,321 11,660,213 6,830,875 4,101,911 9,462,939 7,763,754 1,957,501 11,700,368 71,498,938

164,324 164,324

178,494,765

175,179,482

3,315,283

178,113,940

174,798,657

3,315,283

Policy & Advocacy - Migration & Refugee Services MRS Executive Office MRS Administration Migration Policy & Public Affairs Resettlement Services Special Programs Planning, Development & Evaluation

Total Policy & Advocacy - MRS National Religious Retirement Office National Religious Retirement Office

Total National Religious Retirement Office National Collections National Collections Administrative Office Catholic Relief Services Collection Catholic Campaign for Human Development Committee on the Church in Latin America Catholic Communication Campaign Committee on the Home Mission Aid the Church in the Central and Eastern Europe Contribution for the Church in Africa Haiti Earthquake and Tornado Relief

Total National Collections Grand Total - Restricted Funds

I-7

United States Conference on Catholic Bishops Consolidated Proposed Budgets - Designated Funds Years 2013 to 2015 Approved 2013

Designated Funds

Cash Sources

Uses of Cash

3,258,069 1,120 7,064,500 10,323,689

2,871,667 232,490 3,920,490 1,295,896 3,567,424 11,887,967

Proposed 2014 Surplus (Deficit)

Cash Sources

Uses of Cash

2,500,000 2,240 4,415,991 3,505,000 10,423,231

2,865,351 999,971 4,464,171 1,392,613 3,824,681 13,546,786

Proposed 2015 Surplus (Deficit)

Cash Sources

Uses of Cash

2,500,000 2,240 4,415,991 3,505,000 10,423,231

2,882,376 999,971 4,463,475 1,392,613 3,824,681 13,563,115

Surplus (Deficit)

Communications-COMMS Office of the Secretary of Communications Office of Media Relations CNS Office of Creative Services Office of Customer & Client Relations

Total Communications-COMMS

386,402 (231,370) (3,920,490) (1,295,896) 3,497,076 (1,564,278)

I-8 REVISED I-9

(365,351) (997,731) (48,180) (1,392,613) (319,681) (3,123,555)

(382,376) (997,731) (47,484) (1,392,613) (319,681) (3,139,884)

United States Conference on Catholic Bishops Combined Comparative Budgets - Unrestricted, Restricted, Designated Funds Years 2013 to 2017 Approved 2013

Proposed 2014

Proposed 2015

Proposed 2016

Proposed 2017

10,656,228 1,045,916 2,208,991 3,613,591 1,357,336 18,882,062

10,656,228 1,047,803 3,989,623 3,639,443 1,693,670 21,026,767

10,656,228 1,056,293 4,055,147 4,066,246 1,665,370 21,499,284

10,656,228 1,058,324 4,136,250 3,773,093 1,698,677 21,322,572

10,656,228 1,062,003 4,218,975 3,826,261 1,732,651 21,496,118

Total Operating Fund

10,323,689 73,128,666 73,070,460 31,410,136 187,932,950

10,423,231 75,318,870 71,663,038 31,512,857 188,917,996

10,423,231 74,939,164 71,663,262 31,511,514 188,537,171

10,631,696 76,437,947 73,096,527 32,141,744 192,307,915

10,844,330 77,966,706 74,558,458 32,784,579 196,154,073

Total Sources of General Funds

206,815,012

209,944,763

210,036,455

213,630,487

217,650,191

(11,887,967)

(13,546,786)

(13,563,115)

(13,834,378)

(14,111,065)

General Secretariat

(3,233,199)

(2,576,463)

(2,583,684)

(2,635,357)

(2,688,065)

Administrative Offices

(4,212,819)

(5,440,438)

(5,476,337)

(5,585,864)

(5,697,581)

Pastoral Ministries

(5,674,356)

(5,779,112)

(5,872,991)

(5,990,451)

(6,110,260)

Policy & Advocacy

(78,371,265)

(78,835,408)

(78,443,986)

(80,012,866)

(81,613,123)

National Religious Retirement Office

(31,410,136)

(31,512,857)

(31,511,514)

(32,141,744)

(32,784,579)

National Collections

(70,802,536)

(71,498,714)

(72,928,688)

(74,387,262)

(20,000) (20,000) (96,987) (186,579) (150,000) (473,566)

(20,000) (20,000) (96,987) (40,000) (186,579) (150,000) (513,566)

(206,065,843)

(209,703,344)

(209,463,907)

(213,642,914)

(217,905,501)

(12,427)

(255,310)

Sources of Funds General Fund Diocesan assessment Allocation from quasi-endowment fund Allocation of AOA Investment income Permissions / Royalty income

Total General Fund Operating Fund Communications Migration and Refugee Services National Collections National Religious Retirement Office

Uses of Funds Communications Department

Other Funding Relationships National Council of Catholic Women Pastoral Provision Visitor's Office - Rome World Youth Day Allocation to Building Fund Contingency Fund

Other Funding Relationships Total Use of funds Surplus (Deficit)

749,169 REVISED I-9 I-10

241,419

572,548

I-10

I-11

I-12

I-13

I-14

I-15

I-16

I-17

I-18

I-19

I-20

2013 REQUEST FOR EXCEPTION¹ Secretariat/Office/Unit

Office of Government Relations

In Fulfillment of Activity

National Association of State Catholic Conference Directors (NASCCD) Winter Meeting

Program/Project Description Rationale for Request

Every year a budget (with the exception of the NASCCD Rome pilgramige) has been proposed for the NASCCD Fall Meeting accounting for the establishment of USCCB budget project 1093000A. Every ten years the state conference directors travel to Rome for pilgrimage. The 2013 NASCCD Winter Meeting coincided with the centennial Rome trip and there was a zero budget proposed for the same year. The annual NASCCD Winter Meetings will resume in 2014.

Budget Implication * Staff Change (if any)

ADDITIONAL REVENUE ANTICIPATED Amount

Source

Total for 2013

$-0-

Total for 2014

$-0-

Total for 2015

$-0*ADDITIONAL EXPENSE ANTICIPATED AMOUNT (please attach a summary sheet and detailed budget worksheets)

For 2013

For 2014

$9,500

For 2015

$9,500

DURATION OF PROJECT (check one) 1 Permanent

2 Temporary

How Long?

¹ This is a procedure for requesting the addition of a program or activity over the previous year’s program and staff levels. A description of the program and any increase in staff is requested on the form. The budget implications, along with budget worksheets, are also requested.

I-21

2013 REQUEST FOR EXCEPTIONยน Secretariat/Office/Unit

Office of Finance & Accounting

In Fulfillment of Activity

Accounting Practices Committee

Program/Project Description

Budget Implication *

Formed in 1976 at the suggestion of the Diocesan Fiscal Management Conference, its purpose is to represent the interests of the entities of the Catholic Church and apostolates thereof in the United States in the formulation of accounting principles and reporting practices for Church entites; and to represent the Church and its agencies when necessary before professtional standard setting groups and governmental bodies dealing with accounting principles and reporting practices. In prior years the meeting venue was at the Chancery in St. Petersburg, FL. For ease of entry/exit, the venue was changed to a hotel. Accordingly, there are meeting room and food service costs that need to be covered. Additional use of General Fund revenue.

Staff Change (if any)

NONE

Rationale for Request

ADDITIONAL REVENUE ANTICIPATED

Amount

Source

Total for 2013

$-0-

Total for 2014

$-0-

Total for 2015

$-0-

*ADDITIONAL EXPENSE ANTICIPATED AMOUNT (please attach a summary sheet and detailed budget worksheets) For 2013 For 2014

$4,500

For 2015

$4,635 (assumes 3% increase over 2014)

DURATION OF PROJECT (check one) I-22

1 Permanent

Permanent

2 Temporary

How Long?

Âš This is a procedure for requesting the addition of a program or activity over the previous yearâ&#x20AC;&#x2122;s program and staff levels. A description of the program and any increase in staff is requested on the form. The budget implications, along with budget worksheets, are also requested.

I-23

2013 REQUEST FOR EXCEPTION¹ Secretariat/Office/Unit

Finance and Accounting

In Fulfillment of Activity

Cost Center 53011 Accounting Operations

Budget Implication *

Additional staff support until department’s needs are evaluated Increased workload, improve work efficiencies, to better serve internal customers Increase in 2013 annual budget cost (see below)

Staff Change (if any)

One (1) Accounting Temp

Program/Project Description Rationale for Request

ADDITIONAL REVENUE ANTICIPATED

Amount

Source

Total for 2013

$-0-

Total for 2014

$-0-

Total for 2015

$-0-

*ADDITIONAL EXPENSE ANTICIPATED AMOUNT (please attach a summary sheet and detailed budget worksheets) For 2013

$47,880

For 2014

$63,840

For 2015

DURATION OF PROJECT (check one) 1 Permanent 2 Temporary

How Long? 21 months or until dept. staff needs are evaluated

One Year

I-24

2013 REQUEST FOR EXCEPTION¹ Secretariat/Office/Unit

Finance and Accounting

In Fulfillment of Activity

Cost Center 53031 Budget & Financial Reporting

Budget Implication *

Additional staff support until department’s needs are evaluated Increased workload, improve work efficiencies, to better serve internal customers Increase in 2013 annual budget cost (see below)

Staff Change (if any)

One (1) Accounting Temp

Program/Project Description Rationale for Request

ADDITIONAL REVENUE ANTICIPATED

Amount

Source

Total for 2013

$-0-

Total for 2014

$-0-

Total for 2015

$-0-

*ADDITIONAL EXPENSE ANTICIPATED AMOUNT (please attach a summary sheet and detailed budget worksheets) For 2013

$58,500

For 2014

$63,840

For 2015

DURATION OF PROJECT (check one) 1 Permanent 2 Temporary

How Long? 21 months or until dept. staff needs are evaluated

One Year

I-25

INFORMATION

Diocesan Assessment

ACTION

2015 DIOCESAN ASSESSMENT The assessment is the primary source of funding for the “general funded” offices meaning those offices which do not have independent, external sources of funding. It produces more than $10 million. Each 1% increase equates to slightly more than $100,000. The assessment addresses the support of ongoing programs and does not address any new initiatives. When new programs/priority activities are added to those already existing, then the funding for those programs and activities must come either from sources external to the General Fund or a special assessment should be levied upon the dioceses and eparchies. The assessment does not fund Migration and Refugee Services, the Office of National Collections, the National Religious Retirement Office, International Justice and Peace, and certain offices within the Office of Communications such as Catholic News Service and publishing activities. Any increase in the total assessment will be allocated among the dioceses according to the current formula using information submitted by the dioceses in earlier this year. The Conference’s policy is that the change in a diocese’s assessment cannot increase or decrease more than 20%. If that is the case, the program (formula) is designed to recalculate the assessment to be within the 20% parameter. It is for that reason that a diocese cannot take the amount of the current assessment and increase it by the approved percentage to arrive at the assessed amount. Data was collected in January 2012 and was the basis for computing each diocese’s annual assessment for 2013, 2014 and 2015. The assessment formula allocates the assessment based on Catholic population (30%), offertory income (50%) and the national collections for CCHD, Peter’s Pence and the Catholic Relief Services collection (20%). Between the years 2000 and 2013 the amount of the diocesan assessment decreased 2% (i.e., from $10,858,586 to $10,656,228). The National CPI between 2000 and 2013 has increased by 35%. The assessment has not kept pace with CPI. The 2014 budget was prepared using the approved assessment amount of $10,656,228. At the November 2012 General Meeting, the body of bishops approved leaving the 2013 assessment at the 2012 level, i.e., there was no increase in the 2014 diocesan assessment. Hence, the 2014 approved assessment is $10,656,228. The assessment produces 51% or $10.7 million of the General Fund revenue. The annual assessment coupled with projected investment income account for over 68% of the 2014 General Fund budget As shown below, the amount approved for 2014 is less than that of 2000. There have not been consecutive increases in the annual assessment since 2000/2001 and 2001/2002; however, operating costs continue to climb. The current pattern of ‘increase then freeze’ may not be sustainable.

J-1

ACTION

DIOCESAN ASSESSMENT HISTORY

$12,000,000

2004 2005 2006 2007 $11,500,000 2002 2003 $11,000,000

2001 2000

$10,500,000

2013 2014 2011 2012

$10,000,000

2008 2009 2010

$9,500,000

$9,000,000

ACTION: Does the Committee recommend an overall increase of the diocesan assessment for 2015? ACTION: If the Committee recommends an increase, what is the proposed percentage increase?

J-2

6/27/2013

Diocese

Page 1 of 6

Diocese Assessment -- One Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Alabama Birmingham Mobile

35,168 25,122

36,663 29,029

36,622 28,997

36,988 29,286

37,356 29,578

Anchorage

9,923

10,528

10,516

10,622

10,728

Fairbanks

3,224

3,430

3,426

3,460

3,494

Juneau

2,301

2,491

2,489

2,513

2,539

Phoenix

108,752

112,999

112,874

114,003

115,138

Tucson

42,439

39,424

39,447

39,819

40,215

40,968

43,845

43,798

44,237

44,678

Alaska

Arizona

Arkansas Little Rock

California Fresno

50,646

53,889

53,830

54,368

54,910

292,342

306,083

305,748

308,806

311,881

Monterey

27,210

27,583

27,554

27,830

28,106

Oakland

73,998

79,849

79,761

80,559

81,362

Orange

97,095

106,190

106,073

107,134

108,200

80,042

Los Angeles

Sacramento

76,476

78,552

78,467

79,252

San Bernardino

140,902

112,722

97,807

98,785

99,769

San Diego

101,671

109,350

109,230

110,323

111,423

San Francisco

62,233

68,380

68,305

68,988

69,675

San Jose

55,142

58,996

58,932

59,520

60,114

Santa Rosa

20,833

16,666

15,523

15,678

15,836

Stockton

39,331

40,613

40,568

40,974

41,381

Colorado Colorado Springs

23,664

24,371

24,344

24,589

24,832

Denver

94,344

101,258

101,147

102,158

103,175

Pueblo

17,640

17,218

17,228

17,391

17,564

Connecticut Bridgeport

67,875

72,477

72,397

73,122

73,848

150,647 31,154

144,796 32,923

144,882 32,887

146,244 33,216

147,700 33,548

44,632

49,615

49,561

50,057

50,555

94,657

100,406

100,296

101,299

102,309

Miami

72,146

86,575

100,987

101,936

102,952

Orlando

94,754

94,480

94,536

95,424

96,376

Palm Beach

68,161

65,853

65,892

66,511

67,174

Pensacola-Tallahassee

28,442

29,295

29,263

29,556

29,850

St. Augustine

44,087

52,382

52,325

52,848

53,374

St. Petersburg

86,546

89,064

88,967

89,856

90,752

Venice

52,387

62,695

62,626

63,253

63,882

Hartford Norwich

Delaware Wilmington

District of Columbia Washington, D.C.

Florida

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Diocese Assessment -- One Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Georgia Atlanta Savannah

137,749 31,313

156,255 31,522

156,083 31,487

157,644 31,802

159,214 32,119

35,618

36,077

36,038

36,398

36,760

18,142

20,543

20,521

20,727

20,932

Hawaii Honolulu

Idaho Boise

Illinois Belleville

24,391

25,929

25,901

26,161

26,421

Chicago

374,033

367,621

367,838

371,298

374,991

Joliet

134,854

135,908

135,759

137,116

138,481

Peoria

41,924

47,923

47,870

48,349

48,830

Rockford

67,558

68,457

68,382

69,067

69,755

Springfield, IL

47,817

48,046

47,993

48,474

48,958

Evansville

21,161

22,396

22,371

22,594

22,819

Ft. Wayne-South Bend

36,871

37,446

37,405

37,778

38,155

Gary

39,196

40,474

40,430

40,833

41,241

Lafayette, IN

34,153

35,315

35,276

35,628

35,984

Los Angeles

72,528

74,823

74,740

75,487

76,239

Davenport

19,282

23,041

23,016

23,247

23,478

Des Moines

24,737

25,765

25,736

25,993

26,252

Dubuque

35,939

39,587

39,544

39,940

40,337

Sioux City

14,639

15,272

15,256

15,408

15,563

Dodge City

10,026

11,293

11,281

11,394

11,508

Kansas City, KS

43,946

45,360

45,310

45,762

46,219

Salina

16,028

16,296

16,278

16,442

16,606

Wichita

34,209

33,727

33,747

34,065

34,405

Covington

18,649

18,803

18,782

18,970

19,160

Lexington Louisville

13,155 50,538

15,775 52,054

15,758 51,997

15,915 52,518

16,075 53,040

Owensboro

20,878

21,607

21,583

21,799

22,016

Alexandria Baton Rouge

12,306 54,841

12,184 57,438

12,192 57,376

12,305 57,949

12,429 58,526

Houma-Thibodaux

22,518

22,875

22,849

23,077

23,308

Lafayette

58,793

59,640

59,574

60,171

60,771

Lake Charles

25,811

25,207

25,221

25,459

25,713

New Orleans

75,332

77,024

76,939

77,708

78,482

Shreveport

14,440

15,071

15,055

15,207

15,358

41,965

43,862

43,815

44,251

44,692

127,303

130,076

129,933

131,233

132,539

Indiana

Iowa

Kansas

Kentucky

Louisiana

Maine Portland in Maine

Maryland Baltimore

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Diocese Assessment -- One Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Massachusetts Boston Fall River

267,768 59,718

214,214 59,831

214,016 59,765

216,157 60,362

218,309 60,962

Springfield, MA

43,515

41,956

41,981

42,377

42,798

Worcester

53,430

55,007

54,947

55,495

56,048

Detroit

203,778

219,189

218,949

221,137

223,340

Gaylord

20,166

21,945

21,922

22,141

22,362

Grand Rapids

51,641

55,371

55,310

55,862

56,420

Kalamazoo

21,339

22,012

21,988

22,208

22,430

Lansing

73,445

69,887

69,928

70,586

71,288

Marquette

18,134

18,022

18,033

18,202

18,385

Saginaw

39,990

38,245

38,267

38,626

39,010

Crookston

11,094

12,586

12,572

12,697

12,824

Duluth

21,759

21,498

21,511

21,713

21,930

New Ulm

15,286

16,158

16,140

16,302

16,464

St. Cloud

35,972

37,641

37,600

37,976

38,355

175,299

172,938

173,040

174,667

176,406

30,774

31,752

31,717

32,034

32,354

Biloxi

15,117

14,188

14,196

14,330

14,474

Jackson

21,886

22,769

22,744

22,971

23,200

Jefferson City

23,915

28,634

28,602

28,889

29,176

Kansas City-St. Joseph Springfield-Cape Girardeau, MO

46,719 21,295

49,441 22,527

49,387 22,503

49,880 22,729

50,379 22,955

119,027

120,546

120,414

121,618

122,830

Great Falls-Billings

13,124

14,077

14,062

14,203

14,345

Helena

15,231

15,469

15,452

15,607

15,763

Grand Island

12,686

13,824

13,809

13,947

14,086

Lincoln

18,170

18,259

18,239

18,419

18,604

Omaha

51,625

54,906

54,846

55,394

55,945

Las Vegas

37,990

38,900

38,857

39,246

39,636

Reno

17,264

16,974

16,985

17,144

17,316

57,087

58,212

58,149

58,731

59,317

Camden

73,617

75,115

75,033

75,784

76,538

Metuchen

92,658

84,424

84,475

85,269

86,117

149,080

156,190

156,019

157,579

159,149

Michigan

Minnesota

St. Paul/Minneapolis Winona

Mississippi

Missouri

St. Louis

Montana

Nebraska

Nevada

New Hampshire Manchester

New Jersey

Newark

Paterson

62,610

75,132

78,682

79,421

80,213

Trenton

126,821

137,565

137,415

138,789

140,171

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Diocese Assessment -- One Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

New Mexico Gallup Las Cruces

7,425

8,910

9,281

9,369

9,462

18,699

18,735

18,714

18,901

19,091

Santa Fe

60,659

65,712

65,639

66,295

66,955

New York Albany Brooklyn

Buffalo

75,125

74,288

74,333

75,031

75,777

116,692

124,899

124,763

126,010

127,265

89,347

94,103

94,000

94,940

95,886

207,267

204,942

205,063

206,992

209,054

Ogdensburg

23,879

26,032

26,004

26,265

26,526

Rochester

63,532

65,650

65,578

66,234

66,894

187,037

199,556

199,337

201,331

203,335

59,569

56,985

57,019

57,555

58,128

Charlotte

59,849

61,499

61,432

62,045

62,664

Raleigh

64,515

66,733

66,660

67,326

67,995

Bismarck

13,039

15,647

16,541

16,697

16,864

Fargo

16,981

18,869

18,849

19,037

19,228

Cincinnati

148,411

156,512

156,341

157,905

159,477

Cleveland

143,205

146,709

146,549

148,015

149,490

Columbus

63,991

66,452

66,380

67,043

67,711

9,873

9,647

9,653

9,743

9,840

Toledo

54,519

64,184

64,114

64,755

65,400

Youngstown

46,768

48,526

48,473

48,959

49,446

Oklahoma City

39,704

41,032

40,987

41,397

41,810

Tulsa

19,858

22,587

22,562

22,788

23,015

New York

Rockville Centre Syracuse

North Carolina

North Dakota

Ohio

Steubenville

Oklahoma

Oregon Baker

7,399

8,879

10,405

10,504

10,608

62,967

65,598

65,525

66,181

66,841

Allentown

54,087

54,219

54,160

54,700

55,245

Altoona-Johnstown

26,803

26,190

26,206

26,452

26,715

Erie

36,676

37,099

37,059

37,429

37,802

Greensburg

38,386

38,683

38,641

39,027

39,415

Harrisburg

57,928

58,156

58,092

58,673

59,257

Philadelphia

231,893

251,552

251,276

253,788

256,316

Pittsburgh

117,189

121,038

120,905

122,113

123,330

Scranton

72,911

74,502

74,421

75,165

75,913

82,768

85,509

85,415

86,269

87,128

65,164

68,417

68,342

69,024

69,712

Portland, OR

Pennsylvania

Rhode Island Providence

South Carolina Charleston

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Diocese Assessment -- One Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

South Dakota Rapid City Sioux Falls

8,446

8,805

8,796

8,885

8,974

21,586

22,791

22,767

22,995

23,224

Knoxville

17,959

19,505

19,484

19,679

19,875

Memphis

22,472

24,220

24,194

24,437

24,679

Nashville

29,997

29,536

29,554

29,832

30,128

Tennessee

Texas Amarillo

9,583

10,943

10,931

11,040

11,150

Austin

78,342

83,204

83,113

83,945

84,781

Beaumont

23,332

23,973

23,946

24,186

24,427

Brownsville

38,224

41,932

41,886

42,306

42,727

Corpus Christi

30,111

32,260

32,225

32,546

32,870

Dallas

98,648

103,969

103,855

104,894

105,939

El Paso

24,948

26,985

26,955

27,226

27,496

Fort Worth

61,244

64,579

64,508

65,154

65,802

224,114

207,569

207,692

209,645

211,732

Laredo

11,329

11,934

11,921

12,040

12,161

Lubbock

10,219

12,263

14,660

14,797

14,946

San Angelo

21,188

22,616

22,591

22,817

23,044

San Antonio Tyler

91,500 17,556

98,813 19,529

98,705 19,508

99,692 19,705

100,684 19,900

Victoria

12,650

13,293

13,278

13,410

13,544

27,597

22,078

21,344

21,559

21,772

22,859

24,290

24,264

24,507

24,751

3,608

3,703

3,700

3,737

3,774

Arlington

128,125

134,645

134,498

135,845

137,198

Richmond

75,432

79,840

79,753

80,549

81,351

Galveston-Houston

Utah Salt Lake City

Vermont Burlington

Virgin Islands St. Thomas Virgin Islands

Virginia

Washington Seattle

121,571

127,826

127,687

128,964

130,250

Spokane

17,712

19,630

19,608

19,805

20,003

Yakima

13,064

13,331

13,317

13,451

13,585

24,856

27,736

27,705

27,981

28,261

Green Bay

67,638

69,229

69,153

69,844

70,539

La Crosse

30,264

29,532

29,551

29,828

30,125

Madison

41,061

41,742

41,696

42,113

42,532

122,096

137,047

136,897

138,266

139,643

18,328

18,701

18,680

18,867

19,055

19,083

17,292

17,303

17,465

17,639

West Virginia Wheeling-Charleston

Wisconsin

Milwaukee Superior

Wyoming Cheyenne

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Diocese Assessment -- One Percent Scenario

Diocese

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Eastern Rites Armenian Catholic Exarchate Byzantine Diocese of Passaic

1,225 8,441

1,257 8,710

Eparch of St Maron of Brooklyn

5,155

5,323

5,317

5,370

5,424

Eparchy of Our Lady of Lebanon

6,954

8,345

10,014

12,017

13,215

Eparchy of Parma

3,632

3,282

3,283

3,314

3,348

Eparchy of St. Thomas

5,164

5,295

5,289

5,343

5,395

Eparchy of Van Nuys

2,417

1,988

1,989

2,008

2,029

Metro. Archdio./Phila./Ukraini

3,569

4,283

5,140

5,199

5,250

Newton Melk-Creek

7,418

7,789

7,780

7,858

7,937

10,149

8,901

8,907

8,989

9,079

St. George's in Canton

1,256

1,326

1,324

1,336

1,349

St. Nicholas in Chicago/Ukrain

1,499

1,199

959

826

835

Stamford

3,959

3,603

3,605

3,639

3,675

Ukranian Cath. Dio./St. Josaph

1,073

1,150

1,149

1,161

1,172

4,511

3,609

2,887

2,310

1,848

10,345,864

10,656,238

10,656,240

10,762,662

Pittsburgh Byzantine Rite

1,256 8,701

1,269 8,787

1,281 8,876

Military Services Military Services, USA

NOTES: Approved 2012 -- Approved November 2010 Approved 2013 -- Approved November 2011 Approved 2014 -- Approved November 2012

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Diocese Assessment -- Two Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Alabama Birmingham Mobile

35,168 25,122

36,663 29,029

36,622 28,997

37,354 29,577

38,100 30,167

Anchorage

9,923

10,528

10,516

10,726

10,940

Fairbanks

3,224

3,430

3,426

3,494

3,564

Juneau

2,301

2,491

2,489

2,538

2,589

Phoenix

108,752

112,999

112,874

115,131

117,430

Tucson

42,439

39,424

39,447

40,213

41,016

40,968

43,845

43,798

44,675

45,566

Alaska

Arizona

Arkansas Little Rock

California Fresno

50,646

53,889

53,830

54,907

56,003

292,342

306,083

305,748

311,864

318,087

Monterey

27,210

27,583

27,554

28,105

28,666

Oakland

73,998

79,849

79,761

81,357

82,981

Orange

97,095

106,190

106,073

108,195

110,354

Los Angeles

Sacramento

76,476

78,552

78,467

80,037

81,634

San Bernardino

140,902

112,722

97,807

99,764

101,754

San Diego

101,671

109,350

109,230

111,415

113,640

San Francisco

62,233

68,380

68,305

69,671

71,062

San Jose

55,142

58,996

58,932

60,110

61,309

Santa Rosa

20,833

16,666

15,523

15,834

16,149

Stockton

39,331

40,613

40,568

41,379

42,204

Colorado Colorado Springs

23,664

24,371

24,344

24,831

25,327

Denver

94,344

101,258

101,147

103,169

105,229

Pueblo

17,640

17,218

17,228

17,563

17,914

Connecticut Bridgeport

67,875

72,477

72,397

73,846

75,320

150,647 31,154

144,796 32,923

144,882 32,887

147,692 33,546

150,639 34,217

44,632

49,615

49,561

50,553

51,562

94,657

100,406

100,296

102,302

104,344

Miami

72,146

86,575

100,987

102,946

105,002

Orlando

94,754

94,480

94,536

96,369

98,294

Palm Beach

68,161

65,853

65,892

67,170

68,510

Pensacola-Tallahassee

28,442

29,295

29,263

29,848

30,443

St. Augustine

44,087

52,382

52,325

53,371

54,436

St. Petersburg

86,546

89,064

88,967

90,746

92,558

Venice

52,387

62,695

62,626

63,879

65,153

Hartford Norwich

Delaware Wilmington

District of Columbia Washington, D.C.

Florida

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Diocese Assessment -- Two Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Georgia Atlanta Savannah

137,749 31,313

156,255 31,522

156,083 31,487

159,205 32,117

162,383 32,759

35,618

36,077

36,038

36,757

37,492

18,142

20,543

20,521

20,932

21,350

Hawaii Honolulu

Idaho Boise

Illinois Belleville

24,391

25,929

25,901

26,419

26,947

Chicago

374,033

367,621

367,838

374,974

382,454

Joliet

134,854

135,908

135,759

138,474

141,238

Peoria

41,924

47,923

47,870

48,828

49,803

Rockford

67,558

68,457

68,382

69,751

71,142

Springfield, IL

47,817

48,046

47,993

48,954

49,932

Evansville

21,161

22,396

22,371

22,818

23,273

Ft. Wayne-South Bend

36,871

37,446

37,405

38,153

38,914

Gary

39,196

40,474

40,430

41,238

42,062

Lafayette, IN

34,153

35,315

35,276

35,981

36,700

Los Angeles

72,528

74,823

74,740

76,235

77,756

Davenport

19,282

23,041

23,016

23,476

23,946

Des Moines

24,737

25,765

25,736

26,251

26,774

Dubuque

35,939

39,587

39,544

40,336

41,140

Sioux City

14,639

15,272

15,256

15,561

15,872

Dodge City

10,026

11,293

11,281

11,507

11,737

Kansas City, KS

43,946

45,360

45,310

46,216

47,140

Salina

16,028

16,296

16,278

16,604

16,937

Wichita

34,209

33,727

33,747

34,402

35,089

Covington

18,649

18,803

18,782

19,158

19,542

Lexington Louisville

13,155 50,538

15,775 52,054

15,758 51,997

16,074 53,037

16,396 54,096

Owensboro

20,878

21,607

21,583

22,015

22,454

Alexandria Baton Rouge

12,306 54,841

12,184 57,438

12,192 57,376

12,428 58,523

12,677 59,692

Houma-Thibodaux

22,518

22,875

22,849

23,306

23,771

Lafayette

58,793

59,640

59,574

60,767

61,979

Lake Charles

25,811

25,207

25,221

25,712

26,225

New Orleans

75,332

77,024

76,939

78,478

80,046

Shreveport

14,440

15,071

15,055

15,357

15,664

41,965

43,862

43,815

44,690

45,581

127,303

130,076

129,933

132,532

135,177

Indiana

Iowa

Kansas

Kentucky

Louisiana

Maine Portland in Maine

Maryland Baltimore

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Diocese Assessment -- Two Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Massachusetts Boston Fall River

267,768 59,718

214,214 59,831

214,016 59,765

218,297 60,960

222,655 62,175

Springfield, MA

43,515

41,956

41,981

42,795

43,649

Worcester

53,430

55,007

54,947

56,045

57,163

Detroit

203,778

219,189

218,949

223,327

227,785

Gaylord

20,166

21,945

21,922

22,361

22,809

Grand Rapids

51,641

55,371

55,310

56,417

57,542

Kalamazoo

21,339

22,012

21,988

22,428

22,876

Lansing

73,445

69,887

69,928

71,285

72,708

Marquette

18,134

18,022

18,033

18,383

18,751

Saginaw

39,990

38,245

38,267

39,008

39,788

Crookston

11,094

12,586

12,572

12,823

13,080

Duluth

21,759

21,498

21,511

21,929

22,367

New Ulm

15,286

16,158

16,140

16,463

16,792

St. Cloud

35,972

37,641

37,600

38,352

39,118

175,299

172,938

173,040

176,397

179,917

30,774

31,752

31,717

32,351

32,997

Biloxi

15,117

14,188

14,196

14,472

14,761

Jackson

21,886

22,769

22,744

23,199

23,662

Jefferson City

23,915

28,634

28,602

29,174

29,758

Kansas City-St. Joseph Springfield-Cape Girardeau, MO

46,719 21,295

49,441 22,527

49,387 22,503

50,375 22,953

51,382 23,412

119,027

120,546

120,414

122,823

125,275

Great Falls-Billings

13,124

14,077

14,062

14,343

14,630

Helena

15,231

15,469

15,452

15,760

16,076

Grand Island

12,686

13,824

13,809

14,085

14,366

Lincoln

18,170

18,259

18,239

18,602

18,974

Omaha

51,625

54,906

54,846

55,942

57,059

Las Vegas

37,990

38,900

38,857

39,635

40,425

Reno

17,264

16,974

16,985

17,314

17,660

57,087

58,212

58,149

59,313

60,497

Camden

73,617

75,115

75,033

76,534

78,061

Metuchen

92,658

84,424

84,475

86,113

87,831

149,080

156,190

156,019

159,140

162,316

Michigan

Minnesota

St. Paul/Minneapolis Winona

Mississippi

Missouri

St. Louis

Montana

Nebraska

Nevada

New Hampshire Manchester

New Jersey

Newark

Paterson

62,610

75,132

78,682

80,209

81,809

Trenton

126,821

137,565

137,415

140,164

142,961

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Diocese Assessment -- Two Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

New Mexico Gallup Las Cruces

7,425

8,910

9,281

9,462

9,652

18,699

18,735

18,714

19,088

19,470

Santa Fe

60,659

65,712

65,639

66,951

68,287

New York Albany Brooklyn

Buffalo

75,125

74,288

74,333

75,773

77,286

116,692

124,899

124,763

127,257

129,799

89,347

94,103

94,000

95,880

97,794

207,267

204,942

205,063

209,041

213,213

Ogdensburg

23,879

26,032

26,004

26,524

27,053

Rochester

63,532

65,650

65,578

66,888

68,224

187,037

199,556

199,337

203,324

207,383

59,569

56,985

57,019

58,124

59,285

Charlotte

59,849

61,499

61,432

62,660

63,910

Raleigh

64,515

66,733

66,660

67,993

69,350

Bismarck

13,039

15,647

16,541

16,862

17,199

Fargo

16,981

18,869

18,849

19,225

19,610

Cincinnati

148,411

156,512

156,341

159,468

162,651

Cleveland

143,205

146,709

146,549

149,480

152,464

Columbus

63,991

66,452

66,380

67,708

69,059

9,873

9,647

9,653

9,839

10,037

Toledo

54,519

64,184

64,114

65,396

66,701

Youngstown

46,768

48,526

48,473

49,444

50,430

Oklahoma City

39,704

41,032

40,987

41,806

42,643

Tulsa

19,858

22,587

22,562

23,014

23,472

New York

Rockville Centre Syracuse

North Carolina

North Dakota

Ohio

Steubenville

Oklahoma

Oregon Baker

7,399

8,879

10,405

10,608

10,820

62,967

65,598

65,525

66,836

68,170

Allentown

54,087

54,219

54,160

55,242

56,345

Altoona-Johnstown

26,803

26,190

26,206

26,714

27,247

Erie

36,676

37,099

37,059

37,800

38,555

Greensburg

38,386

38,683

38,641

39,414

40,200

Harrisburg

57,928

58,156

58,092

59,255

60,437

Philadelphia

231,893

251,552

251,276

256,302

261,417

Pittsburgh

117,189

121,038

120,905

123,322

125,784

Scranton

72,911

74,502

74,421

75,910

77,425

82,768

85,509

85,415

87,122

88,862

65,164

68,417

68,342

69,708

71,100

Portland, OR

Pennsylvania

Rhode Island Providence

South Carolina Charleston

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Diocese Assessment -- Two Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

South Dakota Rapid City Sioux Falls

8,446

8,805

8,796

8,972

9,152

21,586

22,791

22,767

23,223

23,686

Knoxville

17,959

19,505

19,484

19,874

20,271

Memphis

22,472

24,220

24,194

24,679

25,171

Nashville

29,997

29,536

29,554

30,126

30,729

Tennessee

Texas Amarillo

9,583

10,943

10,931

11,149

11,372

Austin

78,342

83,204

83,113

84,775

86,466

Beaumont

23,332

23,973

23,946

24,425

24,913

Brownsville

38,224

41,932

41,886

42,725

43,576

Corpus Christi

30,111

32,260

32,225

32,868

33,524

Dallas

98,648

103,969

103,855

105,932

108,047

El Paso

24,948

26,985

26,955

27,494

28,044

Fort Worth

61,244

64,579

64,508

65,799

67,112

224,114

207,569

207,692

211,720

215,947

Laredo

11,329

11,934

11,921

12,160

12,403

Lubbock

10,219

12,263

14,660

14,943

15,243

San Angelo

21,188

22,616

22,591

23,043

23,503

San Antonio Tyler

91,500 17,556

98,813 19,529

98,705 19,508

100,679 19,899

102,689 20,297

Victoria

12,650

13,293

13,278

13,543

13,814

27,597

22,078

21,344

21,771

22,207

22,859

24,290

24,264

24,749

25,244

3,608

3,703

3,700

3,774

3,850

Arlington

128,125

134,645

134,498

137,189

139,928

Richmond

75,432

79,840

79,753

81,348

82,970

Galveston-Houston

Utah Salt Lake City

Vermont Burlington

Virgin Islands St. Thomas Virgin Islands

Virginia

Washington Seattle

121,571

127,826

127,687

130,241

132,841

Spokane

17,712

19,630

19,608

20,001

20,400

Yakima

13,064

13,331

13,317

13,584

13,856

24,856

27,736

27,705

28,258

28,823

Green Bay

67,638

69,229

69,153

70,535

71,944

La Crosse

30,264

29,532

29,551

30,123

30,725

Madison

41,061

41,742

41,696

42,531

43,379

122,096

137,047

136,897

139,634

142,422

18,328

18,701

18,680

19,053

19,434

19,083

17,292

17,303

17,638

17,990

West Virginia Wheeling-Charleston

Wisconsin

Milwaukee Superior

Wyoming Cheyenne

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Diocese Assessment -- Two Percent Scenario

Diocese

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Eastern Rites Armenian Catholic Exarchate Byzantine Diocese of Passaic

1,225 8,441

1,257 8,710

Eparch of St Maron of Brooklyn

5,155

5,323

5,317

5,423

5,532

Eparchy of Our Lady of Lebanon

6,954

8,345

10,014

12,017

13,478

Eparchy of Parma

3,632

3,282

3,283

3,348

3,415

Eparchy of St. Thomas

5,164

5,295

5,289

5,395

5,503

Eparchy of Van Nuys

2,417

1,988

1,989

2,028

2,069

Metro. Archdio./Phila./Ukraini

3,569

4,283

5,140

5,249

5,354

Newton Melk-Creek

7,418

7,789

7,780

7,935

8,095

10,149

8,901

8,907

9,078

9,260

St. George's in Canton

1,256

1,326

1,324

1,349

1,377

St. Nicholas in Chicago/Ukrain

1,499

1,199

959

835

851

Stamford

3,959

3,603

3,605

3,675

3,749

Ukranian Cath. Dio./St. Josaph

1,073

1,150

1,149

1,172

1,195

4,511

3,609

2,887

2,310

1,848

10,345,864

10,656,238

10,656,240

10,869,081

Pittsburgh Byzantine Rite

1,256 8,701

1,281 8,875

1,307 9,053

Military Services Military Services, USA

NOTES: Approved 2012 -- Approved November 2010 Approved 2013 -- Approved November 2011 Approved 2014 -- Approved November 2012

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Page 1 of 6

Diocese Assessment -- Three Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Alabama Birmingham Mobile

35,168 25,122

36,663 29,029

36,622 28,997

37,721 29,868

38,850 30,762

Anchorage

9,923

10,528

10,516

10,831

11,156

Fairbanks

3,224

3,430

3,426

3,528

3,634

Juneau

2,301

2,491

2,489

2,562

2,640

Phoenix

108,752

112,999

112,874

116,263

119,743

Tucson

42,439

39,424

39,447

40,608

41,825

40,968

43,845

43,798

45,114

46,464

Alaska

Arizona

Arkansas Little Rock

California Fresno

50,646

53,889

53,830

55,446

57,107

292,342

306,083

305,748

314,925

324,353

Monterey

27,210

27,583

27,554

28,381

29,230

Oakland

73,998

79,849

79,761

82,155

84,616

Orange

97,095

106,190

106,073

109,257

112,529

Los Angeles

Sacramento

76,476

78,552

78,467

80,822

83,243

San Bernardino

140,902

112,722

97,807

100,744

103,759

San Diego

101,671

109,350

109,230

112,510

115,879

San Francisco

62,233

68,380

68,305

70,355

72,462

San Jose

55,142

58,996

58,932

60,700

62,518

Santa Rosa

20,833

16,666

15,523

15,989

16,468

Stockton

39,331

40,613

40,568

41,786

43,036

Colorado Colorado Springs

23,664

24,371

24,344

25,076

25,826

Denver

94,344

101,258

101,147

104,183

107,304

Pueblo

17,640

17,218

17,228

17,734

18,267

Connecticut Bridgeport

67,875

72,477

72,397

74,572

76,803

150,647 31,154

144,796 32,923

144,882 32,887

149,141 33,876

153,608 34,890

44,632

49,615

49,561

51,050

52,578

94,657

100,406

100,296

103,307

106,401

Miami

72,146

86,575

100,987

103,957

107,071

Orlando

94,754

94,480

94,536

97,316

100,231

Palm Beach

68,161

65,853

65,892

67,830

69,860

Pensacola-Tallahassee

28,442

29,295

29,263

30,142

31,044

St. Augustine

44,087

52,382

52,325

53,895

55,511

St. Petersburg

86,546

89,064

88,967

91,638

94,380

Venice

52,387

62,695

62,626

64,506

66,438

Hartford Norwich

Delaware Wilmington

District of Columbia Washington, D.C.

Florida

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Diocese Assessment -- Three Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Georgia Atlanta Savannah

137,749 31,313

156,255 31,522

156,083 31,487

160,768 32,432

165,583 33,404

35,618

36,077

36,038

37,119

38,231

18,142

20,543

20,521

21,138

21,772

Hawaii Honolulu

Idaho Boise

Illinois Belleville

24,391

25,929

25,901

26,679

27,477

Chicago

374,033

367,621

367,838

378,658

389,988

Joliet

134,854

135,908

135,759

139,835

144,021

Peoria

41,924

47,923

47,870

49,307

50,785

Rockford

67,558

68,457

68,382

70,435

72,545

Springfield, IL

47,817

48,046

47,993

49,434

50,916

Evansville

21,161

22,396

22,371

23,042

23,733

Ft. Wayne-South Bend

36,871

37,446

37,405

38,527

39,682

Gary

39,196

40,474

40,430

41,643

42,890

Lafayette, IN

34,153

35,315

35,276

36,335

37,423

Los Angeles

72,528

74,823

74,740

76,984

79,287

Davenport

19,282

23,041

23,016

23,707

24,418

Des Moines

24,737

25,765

25,736

26,508

27,302

Dubuque

35,939

39,587

39,544

40,731

41,950

Sioux City

14,639

15,272

15,256

15,713

16,185

Dodge City

10,026

11,293

11,281

11,619

11,968

Kansas City, KS

43,946

45,360

45,310

46,669

48,069

Salina

16,028

16,296

16,278

16,767

17,270

Wichita

34,209

33,727

33,747

34,741

35,780

Covington

18,649

18,803

18,782

19,346

19,926

Lexington Louisville

13,155 50,538

15,775 52,054

15,758 51,997

16,231 53,558

16,718 55,163

Owensboro

20,878

21,607

21,583

22,231

22,897

Alexandria Baton Rouge

12,306 54,841

12,184 57,438

12,192 57,376

12,550 59,097

12,927 60,868

Houma-Thibodaux

22,518

22,875

22,849

23,535

24,241

Lafayette

58,793

59,640

59,574

61,363

63,202

Lake Charles

25,811

25,207

25,221

25,965

26,742

New Orleans

75,332

77,024

76,939

79,251

81,623

Shreveport

14,440

15,071

15,055

15,507

15,973

41,965

43,862

43,815

45,130

46,480

127,303

130,076

129,933

133,835

137,840

Indiana

Iowa

Kansas

Kentucky

Louisiana

Maine Portland in Maine

Maryland Baltimore

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Diocese Assessment -- Three Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Massachusetts Boston Fall River

267,768 59,718

214,214 59,831

214,016 59,765

220,440 61,558

227,041 63,401

Springfield, MA

43,515

41,956

41,981

43,216

44,510

Worcester

53,430

55,007

54,947

56,596

58,291

Detroit

203,778

219,189

218,949

225,522

232,274

Gaylord

20,166

21,945

21,922

22,580

23,258

Grand Rapids

51,641

55,371

55,310

56,971

58,676

Kalamazoo

21,339

22,012

21,988

22,648

23,327

Lansing

73,445

69,887

69,928

71,986

74,140

Marquette

18,134

18,022

18,033

18,563

19,120

Saginaw

39,990

38,245

38,267

39,392

40,572

Crookston

11,094

12,586

12,572

12,948

13,337

Duluth

21,759

21,498

21,511

22,144

22,807

New Ulm

15,286

16,158

16,140

16,625

17,122

St. Cloud

35,972

37,641

37,600

38,729

39,889

175,299

172,938

173,040

178,132

183,465

30,774

31,752

31,717

32,669

33,647

Biloxi

15,117

14,188

14,196

14,614

15,053

Jackson

21,886

22,769

22,744

23,427

24,128

Jefferson City

23,915

28,634

28,602

29,462

30,343

Kansas City-St. Joseph Springfield-Cape Girardeau, MO

46,719 21,295

49,441 22,527

49,387 22,503

50,869 23,178

52,395 23,874

119,027

120,546

120,414

124,031

127,744

Great Falls-Billings

13,124

14,077

14,062

14,484

14,918

Helena

15,231

15,469

15,452

15,915

16,393

Grand Island

12,686

13,824

13,809

14,223

14,650

Lincoln

18,170

18,259

18,239

18,785

19,348

Omaha

51,625

54,906

54,846

56,493

58,184

Las Vegas

37,990

38,900

38,857

40,024

41,223

Reno

17,264

16,974

16,985

17,484

18,009

57,087

58,212

58,149

59,894

61,689

Camden

73,617

75,115

75,033

77,286

79,600

Metuchen

92,658

84,424

84,475

86,960

89,563

149,080

156,190

156,019

160,703

165,516

Michigan

Minnesota

St. Paul/Minneapolis Winona

Mississippi

Missouri

St. Louis

Montana

Nebraska

Nevada

New Hampshire Manchester

New Jersey

Newark

Paterson

62,610

75,132

78,682

80,997

83,421

Trenton

126,821

137,565

137,415

141,540

145,779

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Diocese Assessment -- Three Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

New Mexico Gallup Las Cruces

7,425

8,910

9,281

9,554

9,841

18,699

18,735

18,714

19,276

19,854

Santa Fe

60,659

65,712

65,639

67,609

69,634

New York Albany Brooklyn

Buffalo

75,125

74,288

74,333

76,517

78,810

116,692

124,899

124,763

128,508

132,355

89,347

94,103

94,000

96,822

99,720

207,267

204,942

205,063

211,094

217,415

Ogdensburg

23,879

26,032

26,004

26,785

27,588

Rochester

63,532

65,650

65,578

67,546

69,568

187,037

199,556

199,337

205,321

211,470

59,569

56,985

57,019

58,696

60,454

Charlotte

59,849

61,499

61,432

63,275

65,171

Raleigh

64,515

66,733

66,660

68,661

70,717

Bismarck

13,039

15,647

16,541

17,027

17,538

Fargo

16,981

18,869

18,849

19,414

19,997

Cincinnati

148,411

156,512

156,341

161,034

165,857

Cleveland

143,205

146,709

146,549

150,950

155,468

Columbus

63,991

66,452

66,380

68,374

70,419

9,873

9,647

9,653

9,936

10,234

Toledo

54,519

64,184

64,114

66,038

68,015

Youngstown

46,768

48,526

48,473

49,929

51,423

Oklahoma City

39,704

41,032

40,987

42,217

43,482

Tulsa

19,858

22,587

22,562

23,240

23,935

New York

Rockville Centre Syracuse

North Carolina

North Dakota

Ohio

Steubenville

Oklahoma

Oregon Baker

7,399

8,879

10,405

10,711

11,033

62,967

65,598

65,525

67,493

69,515

Allentown

54,087

54,219

54,160

55,785

57,456

Altoona-Johnstown

26,803

26,190

26,206

26,976

27,783

Erie

36,676

37,099

37,059

38,171

39,315

Greensburg

38,386

38,683

38,641

39,801

40,992

Harrisburg

57,928

58,156

58,092

59,836

61,628

Philadelphia

231,893

251,552

251,276

258,820

266,569

Pittsburgh

117,189

121,038

120,905

124,533

128,263

Scranton

72,911

74,502

74,421

76,654

78,950

82,768

85,509

85,415

87,977

90,613

65,164

68,417

68,342

70,394

72,500

Portland, OR

Pennsylvania

Rhode Island Providence

South Carolina Charleston

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Diocese Assessment -- Three Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

South Dakota Rapid City Sioux Falls

8,446

8,805

8,796

9,061

9,333

21,586

22,791

22,767

23,450

24,152

Knoxville

17,959

19,505

19,484

20,068

20,671

Memphis

22,472

24,220

24,194

24,921

25,666

Nashville

29,997

29,536

29,554

30,423

31,334

Tennessee

Texas Amarillo

9,583

10,943

10,931

11,258

11,597

Austin

78,342

83,204

83,113

85,609

88,171

Beaumont

23,332

23,973

23,946

24,665

25,403

Brownsville

38,224

41,932

41,886

43,145

44,436

Corpus Christi

30,111

32,260

32,225

33,192

34,185

Dallas

98,648

103,969

103,855

106,973

110,177

El Paso

24,948

26,985

26,955

27,763

28,597

Fort Worth

61,244

64,579

64,508

66,446

68,435

224,114

207,569

207,692

213,800

220,202

Laredo

11,329

11,934

11,921

12,279

12,647

Lubbock

10,219

12,263

14,660

15,091

15,543

San Angelo

21,188

22,616

22,591

23,270

23,967

San Antonio Tyler

91,500 17,556

98,813 19,529

98,705 19,508

101,668 20,095

104,712 20,697

Victoria

12,650

13,293

13,278

13,676

14,086

27,597

22,078

21,344

21,986

22,644

22,859

24,290

24,264

24,992

25,742

3,608

3,703

3,700

3,811

3,925

Arlington

128,125

134,645

134,498

138,537

142,685

Richmond

75,432

79,840

79,753

82,147

84,606

Galveston-Houston

Utah Salt Lake City

Vermont Burlington

Virgin Islands St. Thomas Virgin Islands

Virginia

Washington Seattle

121,571

127,826

127,687

131,522

135,459

Spokane

17,712

19,630

19,608

20,196

20,802

Yakima

13,064

13,331

13,317

13,717

14,129

24,856

27,736

27,705

28,537

29,391

Green Bay

67,638

69,229

69,153

71,228

73,361

La Crosse

30,264

29,532

29,551

30,418

31,330

Madison

41,061

41,742

41,696

42,948

44,234

122,096

137,047

136,897

141,007

145,229

18,328

18,701

18,680

19,240

19,817

19,083

17,292

17,303

17,810

18,345

West Virginia Wheeling-Charleston

Wisconsin

Milwaukee Superior

Wyoming Cheyenne

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Page 6 of 6

Diocese Assessment -- Three Percent Scenario

Diocese

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Eastern Rites Armenian Catholic Exarchate Byzantine Diocese of Passaic

1,225 8,441

1,257 8,710

Eparch of St Maron of Brooklyn

5,155

5,323

5,317

5,477

5,642

Eparchy of Our Lady of Lebanon

6,954

8,345

10,014

12,017

13,743

Eparchy of Parma

3,632

3,282

3,283

3,381

3,482

Eparchy of St. Thomas

5,164

5,295

5,289

5,448

5,612

Eparchy of Van Nuys

2,417

1,988

1,989

2,049

2,110

Metro. Archdio./Phila./Ukraini

3,569

4,283

5,140

5,301

5,460

Newton Melk-Creek

7,418

7,789

7,780

8,013

8,255

10,149

8,901

8,907

9,168

9,442

St. George's in Canton

1,256

1,326

1,324

1,363

1,404

St. Nicholas in Chicago/Ukrain

1,499

1,199

959

843

869

Stamford

3,959

3,603

3,605

3,711

3,822

Ukranian Cath. Dio./St. Josaph

1,073

1,150

1,149

1,183

1,218

4,511

3,609

2,887

2,310

1,848

10,345,864

10,656,238

10,656,240

10,975,709

Pittsburgh Byzantine Rite

1,256 8,701

1,294 8,962

1,333 9,231

Military Services Military Services, USA

NOTES: Approved 2012 -- Approved November 2010 Approved 2013 -- Approved November 2011 Approved 2014 -- Approved November 2012

J-20

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Diocese

Page 1 of 6

Diocese Assessment -- Four Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Alabama Birmingham Mobile

35,168 25,122

36,663 29,029

36,622 28,997

38,088 30,158

39,609 31,361

Anchorage

9,923

10,528

10,516

10,937

11,374

Fairbanks

3,224

3,430

3,426

3,563

3,705

Juneau

2,301

2,491

2,489

2,588

2,691

Phoenix

108,752

112,999

112,874

117,392

122,080

Tucson

42,439

39,424

39,447

41,002

42,640

40,968

43,845

43,798

45,552

47,371

Alaska

Arizona

Arkansas Little Rock

California Fresno

50,646

53,889

53,830

55,985

58,221

292,342

306,083

305,748

317,984

330,681

Monterey

27,210

27,583

27,554

28,657

29,802

Oakland

73,998

79,849

79,761

82,954

86,268

Orange

97,095

106,190

106,073

110,320

114,725

Los Angeles

Sacramento

76,476

78,552

78,467

81,608

84,868

San Bernardino

140,902

112,722

97,807

101,721

105,785

San Diego

101,671

109,350

109,230

113,603

118,140

San Francisco

62,233

68,380

68,305

71,039

73,876

San Jose

55,142

58,996

58,932

61,290

63,738

Santa Rosa

20,833

16,666

15,523

16,144

16,790

Stockton

39,331

40,613

40,568

42,192

43,876

Colorado Colorado Springs

23,664

24,371

24,344

25,319

26,329

Denver

94,344

101,258

101,147

105,195

109,398

Pueblo

17,640

17,218

17,228

17,907

18,623

Connecticut Bridgeport

67,875

72,477

72,397

75,296

78,303

150,647 31,154

144,796 32,923

144,882 32,887

150,590 34,205

156,605 35,572

44,632

49,615

49,561

51,545

53,605

94,657

100,406

100,296

104,311

108,477

Miami

72,146

86,575

100,987

104,967

109,159

Orlando

94,754

94,480

94,536

98,263

102,186

Palm Beach

68,161

65,853

65,892

68,489

71,224

Pensacola-Tallahassee

28,442

29,295

29,263

30,434

31,650

St. Augustine

44,087

52,382

52,325

54,420

56,593

St. Petersburg

86,546

89,064

88,967

92,528

96,222

Venice

52,387

62,695

62,626

65,132

67,734

Hartford Norwich

Delaware Wilmington

District of Columbia Washington, D.C.

Florida

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Diocese Assessment -- Four Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Georgia Atlanta Savannah

137,749 31,313

156,255 31,522

156,083 31,487

162,332 32,747

168,815 34,055

35,618

36,077

36,038

37,479

38,977

18,142

20,543

20,521

21,343

22,196

Hawaii Honolulu

Idaho Boise

Illinois Belleville

24,391

25,929

25,901

26,938

28,014

Chicago

374,033

367,621

367,838

382,337

397,597

Joliet

134,854

135,908

135,759

141,193

146,832

Peoria

41,924

47,923

47,870

49,786

51,775

Rockford

67,558

68,457

68,382

71,120

73,960

Springfield, IL

47,817

48,046

47,993

49,915

51,910

Evansville

21,161

22,396

22,371

23,266

24,196

Ft. Wayne-South Bend

36,871

37,446

37,405

38,902

40,456

Gary

39,196

40,474

40,430

42,047

43,727

Lafayette, IN

34,153

35,315

35,276

36,687

38,153

Los Angeles

72,528

74,823

74,740

77,732

80,835

Davenport

19,282

23,041

23,016

23,938

24,895

Des Moines

24,737

25,765

25,736

26,766

27,836

Dubuque

35,939

39,587

39,544

41,127

42,769

Sioux City

14,639

15,272

15,256

15,866

16,501

Dodge City

10,026

11,293

11,281

11,732

12,202

Kansas City, KS

43,946

45,360

45,310

47,123

49,006

Salina

16,028

16,296

16,278

16,930

17,608

Wichita

34,209

33,727

33,747

35,078

36,480

Covington

18,649

18,803

18,782

19,534

20,315

Lexington Louisville

13,155 50,538

15,775 52,054

15,758 51,997

16,389 54,079

17,044 56,238

Owensboro

20,878

21,607

21,583

22,448

23,345

Alexandria Baton Rouge

12,306 54,841

12,184 57,438

12,192 57,376

12,671 59,673

13,179 62,056

Houma-Thibodaux

22,518

22,875

22,849

23,763

24,713

Lafayette

58,793

59,640

59,574

61,959

64,435

Lake Charles

25,811

25,207

25,221

26,216

27,263

New Orleans

75,332

77,024

76,939

80,020

83,215

Shreveport

14,440

15,071

15,055

15,659

16,284

41,965

43,862

43,815

45,567

47,387

127,303

130,076

129,933

135,134

140,532

Indiana

Iowa

Kansas

Kentucky

Louisiana

Maine Portland in Maine

Maryland Baltimore

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Diocese Assessment -- Four Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Massachusetts Boston Fall River

267,768 59,718

214,214 59,831

214,016 59,765

222,581 62,155

231,472 64,638

Springfield, MA

43,515

41,956

41,981

43,636

45,379

Worcester

53,430

55,007

54,947

57,145

59,427

Detroit

203,778

219,189

218,949

227,711

236,807

Gaylord

20,166

21,945

21,922

22,801

23,711

Grand Rapids

51,641

55,371

55,310

57,524

59,820

Kalamazoo

21,339

22,012

21,988

22,868

23,782

Lansing

73,445

69,887

69,928

72,685

75,588

Marquette

18,134

18,022

18,033

18,744

19,493

Saginaw

39,990

38,245

38,267

39,774

41,364

Crookston

11,094

12,586

12,572

13,075

13,598

Duluth

21,759

21,498

21,511

22,359

23,252

New Ulm

15,286

16,158

16,140

16,786

17,457

St. Cloud

35,972

37,641

37,600

39,105

40,668

175,299

172,938

173,040

179,862

187,044

30,774

31,752

31,717

32,987

34,304

Biloxi

15,117

14,188

14,196

14,757

15,346

Jackson

21,886

22,769

22,744

23,655

24,599

Jefferson City

23,915

28,634

28,602

29,747

30,936

Kansas City-St. Joseph Springfield-Cape Girardeau, MO

46,719 21,295

49,441 22,527

49,387 22,503

51,365 23,403

53,416 24,339

119,027

120,546

120,414

125,233

130,235

Great Falls-Billings

13,124

14,077

14,062

14,624

15,210

Helena

15,231

15,469

15,452

16,071

16,713

Grand Island

12,686

13,824

13,809

14,360

14,935

Lincoln

18,170

18,259

18,239

18,968

19,726

Omaha

51,625

54,906

54,846

57,041

59,319

Las Vegas

37,990

38,900

38,857

40,412

42,027

Reno

17,264

16,974

16,985

17,654

18,360

57,087

58,212

58,149

60,476

62,893

Camden

73,617

75,115

75,033

78,036

81,154

Metuchen

92,658

84,424

84,475

87,804

91,311

149,080

156,190

156,019

162,265

168,744

Michigan

Minnesota

St. Paul/Minneapolis Winona

Mississippi

Missouri

St. Louis

Montana

Nebraska

Nevada

New Hampshire Manchester

New Jersey

Newark

Paterson

62,610

75,132

78,682

81,783

85,049

Trenton

126,821

137,565

137,415

142,916

148,624

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Diocese Assessment -- Four Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

New Mexico Gallup Las Cruces

7,425

8,910

9,281

9,647

18,699

18,735

18,714

19,463

10,033 20,241

Santa Fe

60,659

65,712

65,639

68,266

70,993

New York Albany Brooklyn

Buffalo

75,125

74,288

74,333

77,261

80,347

116,692

124,899

124,763

129,756

134,940

89,347

94,103

94,000

97,762

101,668

207,267

204,942

205,063

213,144

221,658

Ogdensburg

23,879

26,032

26,004

27,045

28,126

Rochester

63,532

65,650

65,578

68,203

70,927

187,037

199,556

199,337

207,314

215,596

59,569

56,985

57,019

59,267

61,633

Charlotte

59,849

61,499

61,432

63,891

66,443

Raleigh

64,515

66,733

66,660

69,329

72,097

Bismarck

13,039

15,647

16,541

17,194

17,880

Fargo

16,981

18,869

18,849

19,603

20,386

Cincinnati

148,411

156,512

156,341

162,599

169,094

Cleveland

143,205

146,709

146,549

152,416

158,503

Columbus

63,991

66,452

66,380

69,037

71,794

9,873

9,647

9,653

10,032

10,433

Toledo

54,519

64,184

64,114

66,680

69,342

Youngstown

46,768

48,526

48,473

50,414

52,428

Oklahoma City

39,704

41,032

40,987

42,627

44,330

Tulsa

19,858

22,587

22,562

23,466

24,402

New York

Rockville Centre Syracuse

North Carolina

North Dakota

Ohio

Steubenville

Oklahoma

Oregon Baker

7,399

8,879

10,405

10,815

11,248

62,967

65,598

65,525

68,150

70,870

Allentown

54,087

54,219

54,160

56,326

58,577

Altoona-Johnstown

26,803

26,190

26,206

27,239

28,326

Erie

36,676

37,099

37,059

38,542

40,082

Greensburg

38,386

38,683

38,641

40,188

41,793

Harrisburg

57,928

58,156

58,092

60,417

62,830

Philadelphia

231,893

251,552

251,276

261,332

271,770

Pittsburgh

117,189

121,038

120,905

125,743

130,765

Scranton

72,911

74,502

74,421

77,399

80,491

82,768

85,509

85,415

88,833

92,382

65,164

68,417

68,342

71,076

73,917

Portland, OR

Pennsylvania

Rhode Island Providence

South Carolina Charleston

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Diocese Assessment -- Four Percent Scenario Approved

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

South Dakota Rapid City Sioux Falls

8,446

8,805

8,796

9,149

9,515

21,586

22,791

22,767

23,679

24,625

Knoxville

17,959

19,505

19,484

20,264

21,074

Memphis

22,472

24,220

24,194

25,163

26,168

Nashville

29,997

29,536

29,554

30,718

31,945

Tennessee

Texas Amarillo

9,583

10,943

10,931

11,368

11,823

Austin

78,342

83,204

83,113

86,440

89,892

Beaumont

23,332

23,973

23,946

24,905

25,900

Brownsville

38,224

41,932

41,886

43,563

45,303

Corpus Christi

30,111

32,260

32,225

33,514

34,851

Dallas

98,648

103,969

103,855

108,011

112,327

El Paso

24,948

26,985

26,955

28,034

29,155

Fort Worth

61,244

64,579

64,508

67,090

69,771

224,114

207,569

207,692

215,878

224,500

Laredo

11,329

11,934

11,921

12,398

12,894

Lubbock

10,219

12,263

14,660

15,238

15,846

San Angelo

21,188

22,616

22,591

23,495

24,435

San Antonio Tyler

91,500 17,556

98,813 19,529

98,705 19,508

102,655 20,290

106,756 21,100

Victoria

12,650

13,293

13,278

13,809

14,360

27,597

22,078

21,344

22,200

23,086

22,859

24,290

24,264

25,235

26,244

3,608

3,703

3,700

3,848

4,002

Arlington

128,125

134,645

134,498

139,882

145,470

Richmond

75,432

79,840

79,753

82,945

86,257

Galveston-Houston

Utah Salt Lake City

Vermont Burlington

Virgin Islands St. Thomas Virgin Islands

Virginia

Washington Seattle

121,571

127,826

127,687

132,799

138,104

Spokane

17,712

19,630

19,608

20,393

21,208

Yakima

13,064

13,331

13,317

13,850

14,404

24,856

27,736

27,705

28,814

29,966

Green Bay

67,638

69,229

69,153

71,920

74,791

La Crosse

30,264

29,532

29,551

30,713

31,942

Madison

41,061

41,742

41,696

43,365

45,098

122,096

137,047

136,897

142,377

148,064

18,328

18,701

18,680

19,428

20,204

19,083

17,292

17,303

17,984

18,703

West Virginia Wheeling-Charleston

Wisconsin

Milwaukee Superior

Wyoming Cheyenne

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Page 6 of 6

Diocese Assessment -- Four Percent Scenario

Diocese

Approved

2012 Assessment 2013 Assessment

Approved

Projected

2014 Assessment 2015 Assessment 2016 Assessment

Eastern Rites Armenian Catholic Exarchate Byzantine Diocese of Passaic

1,225 8,441

1,257 8,710

Eparch of St Maron of Brooklyn

5,155

5,323

5,317

5,530

5,751

Eparchy of Our Lady of Lebanon

6,954

8,345

10,014

12,017

14,011

Eparchy of Parma

3,632

3,282

3,283

3,413

3,549

Eparchy of St. Thomas

5,164

5,295

5,289

5,501

5,722

Eparchy of Van Nuys

2,417

1,988

1,989

2,069

2,151

Metro. Archdio./Phila./Ukraini

3,569

4,283

5,140

5,352

5,567

Newton Melk-Creek

7,418

7,789

7,780

8,091

8,416

10,149

8,901

8,907

9,257

9,627

St. George's in Canton

1,256

1,326

1,324

1,376

1,432

St. Nicholas in Chicago/Ukrain

1,499

1,199

959

851

885

Stamford

3,959

3,603

3,605

3,747

3,897

Ukranian Cath. Dio./St. Josaph

1,073

1,150

1,149

1,195

1,243

4,511

3,609

2,887

2,310

1,848

10,345,864

10,656,238

10,656,240

11,082,196

Pittsburgh Byzantine Rite

1,256 8,701

1,306 9,049

1,359 9,411

Military Services Military Services, USA

NOTES: Approved 2012 -- Approved November 2010 Approved 2013 -- Approved November 2011 Approved 2014 -- Approved November 2012

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11,525,819

INFORMATION

USCCB Audt Subcommittee Report â&#x20AC;&#x201C; 2012 Audited Financial Statements

INFORMATION

2012 AUDITED FINANCIAL STATEMENTS For the third consecutive year KPMG, LLP conducted the audits of the 2012 financial statements and the 2012 Office of Management and Budget (OMB) A-133 statements. These are in fact separate audits with the A-133 audit requiring specific tests to ensure compliance with the federal guidelines. At this writing the audits are nearing completion but are not yet complete. Substantial difficulty was encountered with obtaining sufficient supporting documentation for the items related to Migration Refugee Servicesâ&#x20AC;&#x2122; (MRS) newly implemented grants management system, MRIS. That automated system was implemented in June of 2012. USCCB and KPMG are working to have audited financial statements to this committee by or before the meeting date of July 25, 2013. In anticipation of completion the engagement partner, Ms. Wendy Lewis, and senior manager, Ms. Anne McGuinness have been asked to join us to provide an overview of the 2012 audit report and KPMGâ&#x20AC;&#x2122;s observations. To allay concerns about the presentation of the financial statements as it relates to Canon Law, USCCB staff and KPMG staff researched the topic more thoroughly. Current and past presentations of the USCCB financial statements meet the requirements of the US generally accepted accounting principles and are also in line with Canon Law.

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ACTION

Fund Balance Analysis

ACTION

REVIEW OF FUND BALANCE LEVELS At December 31, 2012, the Conference fund balances, on a cash basis, are reflected below. It is critical to note that the balances reflected in the audited financial statement are shown on an accrual basis in accordance with U.S. generally accepted accounting principles.

Target

Excess <Deficiency>

(in millions)

Actual (in millions)

General Reserve Fund General Operating Funds Building Fund Quasi-Endowment Fund Villa Stritch CCHD CLA NRRO SFCA NCO - Special Collections CCC CHM AEE CRS MRS Total Cash Basis Fund Balance

5.0 28.5 11.2 18.8 0.2 59.9 11.6 41.1 2.4 10.1 17.5 17.1 12.1 29.3 <2.9>

5.0 18.9 n/a n/a n/a 11.1 6.4 31.6 2.2 n/a 4.2 9.3 7.7 14.8 7.0

0.0 9.6 n/a n/a n/a 48.8 5.2 9.5 0.2 n/a 13.3 7.8 4.4 14.5 <9.9>

$261.9

The total cash basis fund balance, as of December 31, 2012, consists of the following:   

Cash in bank Short-term investments Long-term investments

$ 6.6M 4.0M 251.3M

Total Cash and Investments

$261.9M

The General Reserve Fund, established at the June 1995 General Meeting, is being maintained at its target level balance of $5.0 million. The General Operating Funds is $9.6 million above its target level. It is important to note that the income used to balance the Conference budget is derived from the General Reserve, General Operating, and Building Funds. Therefore, any material diminution of these fund balance levels will impact the Conference budget and would require a diocesan assessment increase to make up for the lost revenue.

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Of the $11.2 million Building Fund balance, $10.7 million is in long-term investments, and $0.5 million is in cash and short-term investments. The Quasi-Endowment Fund, established and approved at the November 1996 General Meeting, had a fund balance of $18.8 million at December 31, 2012. On an annual basis, 5.5% of the year-end balance of the Quasi-Endowment Fund is utilized to help offset increases in the diocesan assessment. The target level for the National Collection Funds is based on the 2013 operating budget which is consistent with the Conference’s policy of having an equivalent of one year’s worth of operations on hand. The special funds collected by NCO were for relief related to the following disasters:   

Haiti earthquake Sandy hurricane 2012 tornado

$2.9M 2.5M 4.7M

Total Special Collections

$10.1M

The MRS Fund deficit of $2.9 million is a result of cumulative drawdowns since 2006 to cover the increase in overhead and indirect costs that are unrecoverable from the U.S. Federal Government Grants. At one point the MRS target was a static floor of $7.0 million, i.e., the balance was not to fall below $7.0 million. That policy was changed circa 2002 to correspond with the Conference requirement to have one year’s worth of operations on-hand. The target above reflects the current requirement. Excluding the reimbursements from government grants, MRS receives 25% of the amount it collects from refugees. Those funds are intended to cover MRS unrestricted expenses, i.e., those expenses which cannot be reimbursed by the government. The chart below shows the amount of loan collection revenue received and the expenses incurred over the past five years. MRS Unrestricted Funds Yearly Net Revenue (Deficit) Y2008

Loan collection revenue (MRS portion 25%) Less: Operating Expenses Net Revenue (Deficit)

1,704,238

Y2009

2,679,949 $ (975,711)

2,204,577

Y2010

2,854,359 $

(649,782)

3,166,625

Y2011

3,735,715

3,307,448

4,849,241

(140,823)

$ (1,113,526)

Y2012

3,622,886 2,392,407

1,230,479

ACTION: What adjustments, if any, does the Committee wish to make to the aforementioned target balances?

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ACTION

Financial Supplementary Schedules

ACTION

FINANCIAL SUPPLEMENTARY SCHEDULES

This committee has been requested by the Committee on National Collections (refer to page M3) to revisit the agreed upon allocation of costs associated with preparation of the supplementary schedules. At the February 2013 meeting the Committee on Budget & Finance voted to apportion the cost of preparing the supplementary schedules 93% to the National Collections Office and 7% to Migration Refugee Services. The Committee on National Collections believes that a portion of the cost should be borne by the General Fund. The Treasurer (refer to page M-2) agreed to bring the issue before this committee for discussion and vote. As a related issue this work was scheduled to begin in the spring. However, due to the efforts required to complete the financial statement and A-133 audits, commencement (while still planned) was delayed.

ACTION: How does the Committee wish to apportion the projected cost of the financial supplementary schedule project?

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OFFICE OF THE TREASURER 3211 FOURTH STREET NE, WASHINGTON DC 20017-1194

MEMORANDUM TO:

Most Reverend Dennis M. Schnurr Chairman, Archbishop of Cincinnati

FROM:

Most Reverend Michael J. Bransfield Treasurer, Bishop of Wheeling-Charleston

DATE:

May 24, 2013

SUBJECT: Accounting look back and return to financial supplemental information

I am in receipt of your April 22, 2013 memorandum on the above referenced subject. Let me begin by stating that the Committee on Budget & Finance will honor the request of the Committee on National Collections and will revisit the equitable sharing of the costs for the USCCB “look back” and will also consider the merit of reporting to the membership the work that is to be done at its next scheduled meeting, July 25, 2013. Be assured that the Committee on Budget & Finance takes very seriously the intent of donors in its national collections and in all donations. In fact during the presentation of the 2011 audited financial statements, there was much discussion between the committee members and our audit firm to ensure that the financial statement presentation reflected the intent of the donors in accordance with Canon Law. I also want to assure the Committee on National Collections that the accounting practices of the USCCB have been and remain sound. Were they not sound, the auditors would not have been able to render an unqualified or clean opinion on the financial statements. The audit opinion includes the following language: “An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used (emphasis added) ….” As you acknowledged in your memorandum, the Committee on Budget & Finance has agreed to return to presenting the supplemental information. All agree that the additional information adds more transparency. When we meet in July, we will consider how the costs are to be shared and will report on the same to you. cc: Msgr. Ronny Jenkins, General Secretary Ms. Linda Hunt, Assoc. General Secretary Ms. Joyce Jones, CFO Mr. Patrick Markey, Executive Director National Collections

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Office of National Collections 3211 FOURTH STREET, NE • WASHINGTON DC 20017-1194 202-541-3400 • FAX 202-541-3460 • WWW.USCCB.ORG/NATIONALCOLLECTIONS

Memorandum To:

Most Reverend Michael J. Bransfield, USCCB Treasurer, Bishop of Wheeling-Charleston

From:

Most Reverend Dennis M. Schnurr, Chairman, Archbishop of Cincinnati

CC:

Msgr. Ronny Jenkins, USCCB General Secretary Ms. Joyce Jones, USCCB CFO Mr. Patrick Markey, Executive Director

Subject:

Accounting look back and return to financial supplemental information

Date:

April 22, 2013

At the February 28, 2013 meeting of the Committee on Budget and Finance it was decided that starting with the 2012 audit the Conference would return to preparing Supplemental Schedules to accompany the annual audited financial report. At that time the Committee was informed that the necessary inter-fund transfers to support that level of reporting had not been done since 2007. I might add that this was despite the Committee on National Collections’ Subcommittees and Staff continued requests that this be done. As a result, the fund balances of all of the National Collections are likely misstated and will need to be brought up-to-date for proper reporting. The Committee on Budget and Finance is confident that the higher-level results of the past years audited statements are accurate and that the lower-level fund balance results up to year-end 2007 are accurate. However, due to the fact that transfers between fiduciary funds were not properly recorded from 2008 onward, there is concern that lower-level reporting of fund activity since the end of 2007will not be accurate. Subsequently the Committee directed staff to bring in outside, independent consultants to perform a “look back” for the past five years of the internal fund transfers. Besides the most apparent effect of not performing fund transfers on the USCCB General Fund, this seems to mainly affect the funds of the National Collections but has some impact on the activities of Migration and Refugee Services (MRS) as well. The estimated cost for performing the look back is $300,000. This estimate does not include a KPMG estimate for the additional work/review that would be required by them. The Budget and Finance Committee agreed that an equitable sharing of those costs would be 93% (or $279,000) by the National Collections Office and 7% (or $21,000) by MRS. The basis for the cost sharing was the average audited net assets balance for the past three years. This decision of the Budget and Finance Committee was discussed by the Committee on National Collections at its April 11, 2013 meeting. The Committee on National Collections was alarmed to learn the extent of the under reporting and its consequences but encouraged to hear of the Budget and Finance Committee’s commitment to resolving it in an accountable and transparent way. The Committee on National Collections is most concerned about the intent of the donors regarding each one of the collections and the Conference’s responsibility to make sure that all revenues and

M-3

Page | 2 expenses involved with each collection are properly accounted for and reported. It recognizes that internal fund transfers are a necessary way to track this activity and that supplemental schedules are an effective way to report to donors about the use of funds. The Committee supports both the supplemental schedules and the “look back” approach. Regarding the sharing of costs associated with this work, the Committee on National Collections is willing to be part of the solution in resolving this problem and agrees to take a majority share, as requested. However, the Committee is concerned about the idea of having only National Collections and MRS assume all of the associated costs. This is not a problem created by National Collections and MRS; it is an issue of accounting practices that have challenged the entire USCCB for the last five years. The Committee on National Collection feels, therefore, that a better approach would be to have the General Fund also participate proportionately in the resolution of this issue. In this way all the bishops could be made aware of what happened and know that they are part of the solution. The Committee on National Collections formally requests that the Committee on Budget and Finance revisit the equitable sharing of costs for the USCCB “look back” to include a portion of the expenses to be paid for out of the General Fund. It also requests that the membership be made aware of the work to be done.

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INFORMATION

Migration Refugee Services â&#x20AC;&#x201C; Administrative Overhead Allocation

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INFORMATION

Tentative Agenda for February 27, 2014

INFORMATION

TENTATIVE AGENDA FOR THE FEBRUARY 27, 2014 USCCB COMMITTEE ON BUDGET AND FINANCE

USCCB 2013 Year-end Close Preliminary Results Budget Guidelines 2015 – 2018 Bishop’s Committee Travel Fund Review of External Entities Financial Results  NCCW  CLINIC  Pastoral Provision  Holy Childhood Association Review of 2013 Investment Performance Diocesan Assessment – Outstanding Payments Charter Audits—Outstanding Payments Accounting Practices Committee Report Legal Fees & Activity Report

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