2020-11-14T10:02:59-06:00 2019-12-31 PricewaterhouseCoopers LLP 600 13TH ST NW STE 1000 WASHINGTON DC 20005 990 2019-01-01 201512696 BIONEXUS FOUNDATION % JOHN SWEENEY BION 7033652700 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 JOHN SWEENEY CFO 7033652700 2020-11-13 true MICHELLE G MICHALOWSKI P00755304 2024141000 2020-11-12 155.201.35.58 52580220203195000000 2020-11-14 P C5BA7EE6C872918F72B1E375EC55F547D8B64602 4288F0A1BA797454035C3A79258B0E8623348C6A 2019 2021-01-29 14:40:06Z RAYMOND H CYPESS 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 152457685 false X WWW.ATCC.ORG X 2004 DC BIONEXUS IS ORGANIZED TO OPERATE EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, SCIENTIFIC, AND LITERARY PURPOSES; TO SUPPORT THE EDUCATIONAL AND SCIENTIFIC MISSION OF ATCC. 4 3 0 0 0 0 12761358 32000000 0 0 6085276 6753484 0 0 18846634 38753484 0 0 0 0 0 0 0 0 0 407951 456091 407951 456091 18438683 38297393 143071159 203352522 2020137 2020137 141051022 201332385 X BIONEXUS IS ORGANIZED TO OPERATE EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, SCIENTIFIC, AND LITERARY PURPOSES, WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (OR CORRESPONDING PROVISIONS OF ANY SUBSEQUENT FEDERAL TAX LAWS); WITHIN SUCH LIMITS, TO SUPPORT THE EDUCATIONAL AND SCIENTIFIC MISSION OF THE AMERICAN TYPE CULTURE COLLECTION. false false 0 0 0 SEE ATTACHMENT 1 0 true true false false false false false false false false false true false false true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true true true false false true 0 0 0 false false false false false false false false false false false false X 4 3 true false false false true true true true true false false true true true true true true false false false VA X JOHN SWEENEY 7033652700 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 RAYMOND H CYPESS CHAIRMAN/PRES/BOARD MEMBER 0.6 39.3 X X 0 1695824 60041 JOHN SWEENEY ASST TREAS/CFO/SR VP FIN&ADMIN 0.6 39.3 X 0 436360 46829 THERESE SELLARS ASST SEC., SR. DIR HR 0.6 39.3 X 0 283386 46989 GREGORY FORTON FORMER INTERIM CFO 0.0 37.5 X 0 175553 37525 STEVE KAMINSKY BOARD MEMBER 0.6 1.8 X 0 23250 0 LOUISE MAWHINNEY BOARD MEMBER / TREASURER 0.6 1.8 X X 0 22500 0 LYDIA VILLA-KOMAROFF SECRETARY 0.6 1.8 X 0 18000 0 FRANK SIMIONE BOARD MEMBER 0.6 0.0 X 0 1000 0 0 2655873 191384 0 true true false BROWN ADVISORY 901 SOUTH BOND STREET SUITE 400 BALTIMORE MD 212313340 INVESTMENT ADVISORY 456091 1 32000000 32000000 0 3697236 3697236 0 0 0 0 0 116760449 113704201 3056248 3056248 3056248 0 0 0 0 0 0 0 0 0 0 38753484 6753484 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 456091 0 456091 0 0 0 0 0 0 0 0 0 0 0 0 0 0 456091 0 456091 0 0 0 10068012 10512507 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 110832903 167290098 20170244 23549917 0 0 0 0 2000000 2000000 143071159 203352522 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2020137 2020137 2020137 2020137 X 141051022 201332385 0 0 141051022 201332385 143071159 203352522 38297393 21983970 X false true X true false X X 1 AMERICAN TYPE CULTURE COLLECTION 530196548 10 true 0 0 1 true false false false false false false false false false false false false false false false PART IV, SECTION C, LINE 1: A MAJORITY OF THE CONTROL AND MANAGEMENT OF BIONEXUS FOUNDATION IS VESTED IN THE SAME PERSONS WHO CONTROL OR MANAGE ATCC, BIONEXUS FOUNDATION'S SUPPORTED ORGANIZATION. FOR EXAMPLE, THREE OF THE FOUR DIRECTORS OF BIONEXUS FOUNDATION ARE DIRECTORS OF ATCC AND ALL OF THE FOUNDATION'S OFFICERS ARE ALSO OFFICERS OF ATCC. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED SILCHES. INT. INVST. VL. EQ T. 9839499 F YUKON CAPITAL PARTNERS II, LP 548295 F HEDGED U.S. EQUITY MANAGERS 10520663 F GLOBAL MGR VALUACT TAX EX 2641460 F 23549917 0 DUE TO AFFILIATES 2020137 2020137 X PART X, LINE 2: AS PER CONSOLIDATED FINANCIAL STATEMENTS, OF WHICH ATCC GLOBAL IS REPORTED AS A SUBSIDIARY: ATCC GLOBAL, ATCC, THE BIONEXUS FOUNDATION AND GBSI ARE EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND APPLICABLE INCOME TAX REGULATIONS OF THE COMMONWEALTH OF VIRGINIA, EXCEPT FOR INCOME FROM ACTIVITIES NOT RELATED TO THEIR TAX-EXEMPT PURPOSE. ATCC GLOBAL, ATCC, THE BIONEXUS FOUNDATION AND GBSI RECOGNIZE OR DERECOGNIZE TAX POSITIONS ON A "MORE LIKELY THAN NOT" THRESHOLD. THIS APPLIES TO POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. ATCC GLOBAL, ATCC, ACS, THE BIONEXUS FOUNDATION AND GBSI RECOGNIZE TAX LIABILITIES FOR UNCERTAIN TAX POSITIONS WHEN IT IS MORE LIKELY THAN NOT THAT A TAX POSITION WILL NOT BE SUSTAINED UPON EXAMINATION AND SETTLEMENT WITH VARIOUS TAXING AUTHORITIES. LIABILITIES FOR UNCERTAIN TAX POSITIONS ARE MEASURED BASED UPON THE LARGEST AMOUNT OF BENEFIT THAT IS GREATER THAN 50% LIKELY OF BEING REALIZED UPON SETTLEMENT. THE GUIDANCE ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES ALSO ADDRESSES DE-RECOGNITION, CLASSIFICATION, AND INTEREST AND PENALTIES ON INCOME TAXES. WITH FEW EXCEPTIONS, ATCC GLOBAL, ATCC, ACS, AND BIONEXUS FOUNDATION AND GBSI ARE NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES FOR YEARS ENDED DECEMBER 31, 2016 AND PRIOR. MANAGEMENT HAS EVALUATED ATCC GLOBAL, ATCC, AND BIONEXUS FOUNDATION AND GBSI'S TAX POSITIONS AND HAS CONCLUDED THAT THESE ENTITIES HAVE TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE CONSOLIDATED FINANCIAL STATEMENTS TO COMPLY WITH THE PROVISIONS OF THIS GUIDANCE. false false false false false false false false false RAYMOND H CYPESS CHAIRMAN/PRES/BOARD MEMBER 0 1308155 0 252707 0 134962 0 41400 0 18641 0 1755865 0 0 THERESE SELLARS ASST SEC., SR. DIR HR 0 245511 0 37307 0 568 0 20569 0 26420 0 330375 0 0 JOHN SWEENEY ASST TREAS/CFO/SR VP FIN&ADMIN 0 263712 0 53000 0 119648 0 21916 0 24913 0 483189 0 0 GREGORY FORTON FORMER INTERIM CFO 0 164785 0 10200 0 568 0 13880 0 23645 0 213078 0 0 PART I, LINE 3: ALL OF ATCC GLOBAL'S OFFICERS AND DIRECTORS ARE COMPENSATED DIRECTLY BY THE AMERICAN TYPE CULTURE COLLECTION, SUPPORTED ORGANIZATION AND COMMON PAYMASTER OF ATCC GLOBAL. HOWEVER, AS ATCC'S PARENT, ATCC GLOBAL RETAINS THE RIGHT TO APPROVE EXECUTIVE AND DIRECTOR COMPENSATION. THE EXECUTIVE COMMITTEE OF THE ATCC GLOBAL BOARD OF DIRECTORS REVIEWS RECOMMENDATIONS BY THE CEO OF ATCC AND GIVES FINAL APPROVAL FOR THE OVERALL COMPENSATION PROGRAMS FOR ATCC. THESE PROGRAMS MAY INCLUDE MARKET AND RANGE ADJUSTMENTS, MERIT INCREASES, BONUSES, AND BENEFITS. A THIRD PARTY ANALYSIS OF TOTAL EXECUTIVE COMPENSATION WAS CONDUCTED FOR CALENDAR YEAR 2014 COMPENSATION, AND A SIMILAR ANALYSIS WILL BE COMPLETED IN 2020. THE EXECUTIVE COMMITTEE REVIEWS AND APPROVES COMPENSATION FOR THE CEO AND EXECUTIVES USING DATA FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS WITHIN SIMILAR INDUSTRIES. DOCUMENTATION OF SUCH DISCUSSIONS AND DECISIONS AND RELATED APPROVALS ARE PROVIDED TO THE VP, HUMAN RESOURCES/CHIEF PEOPLE OFFICER FOR RECORDKEEPING. PART VI, LINE 2: RAYMOND CYPESS, JOHN SWEENEY AND THERESE SELLARS, DIRECTORS AND/OR OFFICERS OF BIONEXUS, HAD A BUSINESS RELATIONSHIP DURING THE TAX YEAR; THEY BOTH SERVED AS DIRECTORS AND/OR OFFICERS OF ATCC CELL SYSTEMS, INC., A RELATED PARTY AS DISCUSSED ON SCHEDULE R. PART VI, LINES 6, 7A, AND 7B: BIONEXUS FOUNDATION ("BIONEXUS") IS A CORPORATION ESTABLISHED UNDER THE DISTRICT OF COLUMBIA NON-PROFIT CORPORATION ACT. IT HAS ONE CORPORATE MEMBER, ATCC GLOBAL, WHICH IS TAX EXEMPT UNDER 501(C)(3) AND IS A TYPE II SUPPORTING ORGANIZATION UNDER 509(A)(3). ATCC GLOBAL HAS THE RIGHT TO ELECT BIONEXUS' BOARD OF DIRECTORS AND TO VOTE IN ANY CORPORATE PROCEEDING WHICH IS SUBMITTED TO A VOTE OF THE CORPORATE MEMBERSHIP. BIONEXUS' BOARD OF DIRECTORS HAS THE AUTHORITY TO MANAGE THE BUSINESS AND DO ALL SUCH LAWFUL ACTS AND THINGS AS ARE NOT PROHIBITED BY STATUTE OR BY THE ARTICLES OF INCORPORATION OR BIONEXUS' BYLAWS. ANY MODIFICATIONS TO THE ARTICLES OF INCORPORATION OR BYLAWS REQUIRE THE APPROVAL OF ATCC GLOBAL. PART VI, LINE 11B: THE FORM 990 IS PREPARED BY PRICEWATERHOUSECOOPERS LLP ("PWC"), BASED ON THE INFORMATION PROVIDED BY THE ORGANIZATION'S STAFF. PRIOR TO FILING WITH THE IRS, THE FORM 990 IS MADE AVAILABLE TO THE BOARD, PWC SIGNS AS PREPARER AND THE CHIEF FINANCIAL OFFICER SIGNS ON BEHALF OF THE ORGANIZATION. PART VI, LINE 12C: BIONEXUS HAS A CONFLICT OF INTEREST POLICY THAT REQUIRES OFFICERS AND DIRECTORS TO DISCLOSE ANNUALLY, INTERESTS THAT COULD GIVE RISE TO CONFLICTS. THIS POLICY IS CONSISTENTLY MONITORED AND ENFORCED. BOARD MEMBERS WHO HAVE A CONFLICT OF INTEREST DO NOT VOTE ON ANY MATTER RELATED TO THE ISSUE FOR WHICH THEY HAVE A POTENTIAL CONFLICT. CONFLICT OF INTEREST FORMS ARE DISTRIBUTED TO, AND SIGNED BY, THE MEMBERS OF THE BOARD, AND THEN RETURNED TO OUTSIDE COUNSEL FOR REVIEW. DISCLOSED CONFLICTS, IF ANY, ARE ASSESSED BY OUTSIDE COUNSEL, AND OUTSIDE COUNSEL ASSISTS WITH ANY NECESSARY FOLLOW UP ACTIVITIES. PART VI, LINES 15A AND 15B: ATCC, A RELATED ORGANIZATION, PAYS COMPENSATION FOR ALL BIONEXUS FOUNDATION OFFICERS AND EMPLOYEES. THE PROCESS FOR DETERMINING COMPENSATION IS CONDUCTED BY ATCC GLOBAL, ANOTHER RELATED ORGANIZATION. THE EXECUTIVE COMMITTEE OF THE ATCC GLOBAL BOARD OF DIRECTORS REVIEWS RECOMMENDATIONS BY THE CEO OF ATCC AND GIVES FINAL APPROVAL FOR THE OVERALL COMPENSATION PROGRAMS FOR ATCC. THESE PROGRAMS MAY INCLUDE MARKET AND RANGE ADJUSTMENTS, MERIT INCREASES, BONUSES AND BENEFITS. A THIRD PARTY ANALYSIS OF TOTAL EXECUTIVE COMPENSATION WAS CONDUCTED FOR CALENDAR YEAR 2014 COMPENSATION, AND A SIMILAR ANALYSIS WILL BE COMPLETED IN 2020. THE EXECUTIVE COMMITTEE REVIEWS AND APPROVES COMPENSATION FOR THE CEO AND EXECUTIVES USING DATA FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS WITHIN SIMILAR INDUSTRIES. DOCUMENTATION OF SUCH DISCUSSIONS AND DECISIONS AS WELL AS RELATED APPROVALS ARE PROVIDED BY THE VP, HUMAN RESOURCES/CHIEF PEOPLE OFFICER FOR RECORDKEEPING. PART VI, LINE 19: THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. AMERICAN TYPE CULTURE COLLECTION 10801 UNIVERSITY BOULEVARD MANASSAS VA 20110 530196548 SCIENCE RSRCH DC 501(C)(3) 10 ATCC GLOBAL false ATCC GLOBAL 10801 UNIVERSITY BOULEVARD MANASSAS VA 20110 753159126 SUPPORT ATCC DC 501(C)(3) 12B-TYPE II NA false ATCC CELL SYSTEMS INC 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 541805129 LAB SERVICES VA ATCC GLOBAL C CORP 0 0 true false false true false false false false false false false false false false true true false false false false