2018-05-15T13:17:18-05:00 2017-06-30 611064249 DEMING MALONE LIVESAY & OSTROFF PSC 9300 SHELBYVILLE RD STE 1100 LOUISVILLE KY 402225187 990 2016-07-01 237078461 UNIVERSITY OF LOUISVILLE FOUNDATION INC UNIV 5028527300 215 CENTRAL AVENUE NO 212 LOUISVILLE KY 40208 KEITH SHERMAN INTERIM EXECUTIVE DIRECTOR & COO 5028527300 2018-05-15 1 CHRISTINE N KOENIG P01022180 5024269660 2016 2022-09-23 18:48:47Z KEITH SHERMAN 215 CENTRAL AVENUE NO 212 LOUISVILLE KY 40208 66911277 0 X WWW.LOUISVILLEFOUNDATION.ORG X 1970 KY THE FOUNDATION SUPPORTS THE UNIVERSITY OF LOUISVILLE (SEE SCHEDULE O) THE FOUNDATION SUPPORTS THE UNIVERSITY IN ITS EFFORTS TO MAINTAIN ITS DISTINCTION AS A PREMIER, NATIONALLY RECOGNIZED METROPOLITAN RESEARCH UNIVERSITY WHILE ADVANCING THE INTELLECTUAL, SOCIAL AND ECONOMIC DEVELOPMENT OF THE COMMUNITY AND ITS CITIZENS. 15 14 18 28 2931871 -2173140 54953917 29069195 0 0 17381300 9351293 -1279582 15484374 71055635 53904862 135091559 55479486 0 0 3330816 5142685 0 0 0 14257560 38943291 152679935 99565462 -81624300 -45660600 870000371 877146093 118353941 102366800 751646430 774779293 X THE FOUNDATION SUPPORTS THE UNIVERSITY IN ITS EFFORTS TO MAINTAIN ITS DISTINCTION AS A PREMIER, NATIONALLY RECOGNIZED METROPOLITAN RESEARCH UNIVERSITY WHILE ADVANCING THE INTELLECTUAL, SOCIAL AND ECONOMIC DEVELOPMENT OF THE COMMUNITY AND ITS CITIZENS. 0 0 92043820 55479486 13716707 THE FOUNDATION SUPPORTS THE UNIVERSITY IN ITS EFFORTS TO MAINTAIN ITS DISTINCTION AS A PREMIER, NATIONALLY RECOGNIZED METROPOLITAN RESEARCH UNIVERSITY WHILE ADVANCING THE INTELLECTUAL, SOCIAL AND ECONOMIC DEVELOPMENT OF THE COMMUNITY AND ITS CITIZENS.BY INVESTING WISELY, THE FOUNDATION HELPS KEEP THE UNIVERSITY IN A LEADERSHIP POSITION FOR RESEARCH OF ALL KINDS, WHETHER THAT MEANS SUPPORTING ONE OF THE COUNTRY'S FINEST CANCER TREATMENT AND RESEARCH INSTITUTIONS OR ENSURING OUR MEDICAL PROFESSIONALS RECEIVE WORLD-CLASS TRAINING IN EMERGENCY PREPAREDNESS.CONTINUED ON SCHEDULE O.EXCELLENCE IN RESEARCH TRANSLATES TO REAL-WORLD SOLUTIONS TO THE ISSUES AND COMPLEX PROBLEMS POSED TO OUR COMMUNITIES EACH AND EVERY DAY. STRONG METROPOLITAN RESEARCH UNIVERSITIES ARE ENGINES FOR INTELLECTUAL AND ECONOMIC GROWTH AND PROSPERITY, AND THE FOUNDATION MAKES THE UNIVERSITY MORE POWERFUL EVERY DAY BY PROVIDING TALENTED RESEARCHERS WITH THE RESOURCES NECESSARY TO MAKE BREAKTHROUGHS THAT MATTER.AS PUBLIC FINANCIAL SUPPORT FOR HIGHER EDUCATION HAS DECLINED AND THE COST CONTINUES TO INCREASE, THE FOUNDATION IS WORKING TO ENSURE THE DEFICIT IN FUNDING IS MET, AND THAT STUDENTS CAN CONTINUE TO BECOME UNIVERSITY OF LOUISVILLE ACADEMICS, ATHLETES AND CITIZENS, CREATING THEIR OWN UNIQUE UOFL STORIES. THAT IS WHY THE FOUNDATION ENCOURAGES SCHOLARSHIP PROGRAMS THAT SERVE BOTH FINANCIAL AND ENRICHMENT PURPOSES, AS WELL AS THE VARIOUS ACADEMIC, ATHLETIC AND CAREER PURSUITS, INCLUDING EVERYTHING FROM FULBRIGHT SCHOLARSHIPS TO STATE-OF-THE-ART SOCCER FACILITIES.THE FOUNDATION INVESTS IN COMMUNITY PROGRAMS AND PARTNERSHIPS - INCLUDING THOSE FOR MILITARY FAMILIES AND YOUNG ENTREPRENEURS. IN THIS WAY, THE FOUNDATION ENRICHES THE LIVES OF ALL LOCAL CITIZENS, NOT JUST THE STUDENTS. 92043820 1 1 0 0 0 0 0 0 1 1 1 1 0 1 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 1 1 0 0 0 0 1 1 1 0 0 1 1 1 1 0 0 1 92 0 1 18 1 1 1 0 0 0 0 0 0 0 0 0 X 15 14 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 0 0 1 0 KY X X KEITH SHERMAN 5028527300 215 CENTRAL AVENUE NO 212 LOUISVILLE KY 40208 RON ABRAMS DIRECTOR 2.00 0.50 X 0 0 0 MICHAEL BOWERS TREASURER 10.00 1.50 X X 0 0 0 PAUL CARRICO DIRECTOR 0.50 0.50 X 0 0 0 LAURA DOUGLAS SECRETARY 10.00 1.50 X X 0 0 0 DAVID GRISSOM DIRECTOR 0.50 0.50 X 0 0 0 DONNA HEITZMAN DIRECTOR 7.00 0.50 X 0 0 0 ALICE HOUSTON DIRECTOR 1.00 0.50 X 0 0 0 MARK LYNN VICE CHAIR 5.00 1.50 X X 0 0 0 DIANE MEDLEY CHAIR 5.00 1.50 X X 0 0 0 TOM MEEKER DIRECTOR 1.00 0.50 X 0 0 0 GREGORY C POSTEL DIRECTOR 1.00 1.50 X 0 0 0 EARL REED DIRECTOR 3.00 0.50 X 0 0 0 NITIN SAHNEY DIRECTOR 0.50 0.50 X 0 0 0 JOHN SCHNATTER DIRECTOR 1.00 0.50 X 0 0 0 VINCENT TYRA DIRECTOR 5.00 0.50 X 0 0 0 LAURENCE BENZ DIRECTOR (PREVIOUS) 20.00 3.00 X 0 0 0 JONATHAN BLUE DIRECTOR (PREVIOUS) 2.00 0.50 X 0 0 0 ULYSSES L BRIDGEMAN JR TREASURER (PREVIOUS) 2.00 1.50 X X 0 0 0 SALEM GEORGE SR DIRECTOR (PREVIOUS) 0.50 0.50 X 0 0 0 CRAIG GREENBERG DIRECTOR (PREVIOUS) 0.50 0.50 X 0 0 0 JOYCE HAGEN VICE CHAIR (PREVIOUS) 2.00 3.00 X X 0 0 0 MARGARET HANDMAKER SECRETARY (PREVIOUS) 0.50 1.50 X X 0 0 0 ROBERT C HUGHES CHAIR (PREVIOUS) 0.50 1.50 X X 0 0 0 FRANK MINNIFIELD SECRETARY (PREVIOUS) 0.50 1.50 X X 0 0 0 BRUCIE MOORE CHAIR (PREVIOUS) 0.50 1.50 X X 0 0 0 NEVILLE PINTO DIRECTOR (PREVIOUS) 0.50 1.50 X 0 0 0 JAMES R RAMSEY PRESIDENT (PREVIOUS) 40.00 1.50 X X 844776 0 0 WILLIAM SELVIDGE DIRECTOR (PREVIOUS) 2.00 0.50 X 0 0 0 FRANK WEISBERG TREASURER (PREVIOUS) 0.50 1.50 X X 0 0 0 KEITH SHERMAN INTERIM EXECUTIVE DIRECTOR & COO 55.00 1.50 X 19342 0 3330 KATHLEEN SMITH ASST SECRETARY (PREVIOUS) 10.00 1.50 X 323575 29808 8809 JASON TOMLINSON ASST TREASURER (PREVIOUS) 37.00 1.50 X 251256 21191 32580 RONALD KEVIN MILLER SR EXEC ASC ATHLETIC DIRECTOR ULAA 0.50 0.00 X 123252 0 0 REBECCA SIMPSON SR VP FOR COMMUNICATIONS 0.50 0.00 X 336864 0 0 SUSAN MAGNESS BUDGET AND ACCOUNTING DIRECTOR 35.00 15.00 X 150696 0 12553 REGINA LANSKWERT PROJECT MANAGER 43.00 2.00 X 112110 0 10980 THOMAS JURICH ATHLETIC DIRECTOR ULAA 0.50 0.00 X 263595 0 0 2425466 50999 68252 8 0 1 0 STITES & HARBISON PLLC 400 WEST MARKET ST STE 1800 LOUISVILLE KY 40202 LEGAL CONSULTING 1276932 POWER GRAPHICS INC 11701 COMMONWEALTH DR LOUISVILLE KY 40299 PRINTING SERVICES 908583 CAMBRIDGE ASSOCIATES LLC 125 HIGH STREET BOSTON MA 02110 INVESTMENT MANAGEMENT 847916 TRIPLETT STRIPING INC 1638 E MARKET ST NEW ALBANY IN 47150 EXCAVATION SERVICES 824347 CENTERPLATE - SERVICE AMERICA CORP 1 INDEPENDENCE POINT SUITE 305 GREENVILLE SC 29615 HOSPITALITY SERVICES 659381 17 296189 28773006 1203256 29069195 5883763 5883763 1591438 2755642 -1164204 -1164204 -1164204 13555549 162754 10180593 70180 3374956 92574 3467530 3467530 GAIN ON PAYABLE SETTLEMENT 900099 12469960 12469960 GOLF COURSE REVENUE 900099 2931871 2931871 PROFESSIONAL FEES AND SERVICES 611710 1148288 1148288 98459 98459 16648578 53904862 13716707 2931871 8187089 55479486 55479486 921929 921929 3096260 1653314 1442946 176552 112743 63809 206773 187178 19595 741171 104078 637093 1095772 1095772 460114 460114 1145946 1145946 327401 327401 991190 959215 31975 125246 125246 53110 53110 1901013 689731 1211282 19633 13252 6381 2688 1583 1105 3302866 3218343 84523 344690 7479 337211 84135 84135 LOSS-PAYABLE WRITE-OFF 19927537 19927537 CHANGE-PLEDGE RESERVE 7228982 7228982 CATERING 725854 725854 ANNUITANT PAYMENTS 691961 691961 515153 295591 219562 99565462 92043820 7521642 0 800 800 5343118 5947146 39204211 24600687 361662 832013 45225202 39800153 104645 145315 439080 448055 60179537 25460998 36575910 34718539 114689085 132198532 526079029 551095164 101977629 87359689 870000371 877146093 2171238 2686048 5149365 5358332 34187239 33757350 39930940 35715000 36915159 24850070 118353941 102366800 X 24716757 37605470 277411534 281435823 449518139 455738000 751646430 774779293 870000371 877146093 X -45660600 73544443 -4750980 X 0 1 X 1 0 X 39479546 50246147 49350665 54953917 29069195 223099470 39479546 50246147 49350665 54953917 29069195 223099470 27793760 195305710 9994902 14950064 16781318 11608775 7475201 60810260 283909730 16076643 0.68790 0.73340 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 X 708152893 4793830 72691984 28503740 10268217 746866750 770851166 8028257 -7423307 52125881 11177342 708152893 818284478 19926930 -18366293 7587144 31792235 9614570 770851166 734532070 13126927 118951849 7867804 31670304 8788260 818284478 692465964 14975035 67557303 7966865 23280375 9218992 734532070 0.05570 0.58380 0.36050 1 0 11957629 11957629 21638007 3534798 18103209 16853498 15061446 1792052 9730403 6864754 2865649 34718539 MARKETABLE ALTERNATIVES 98167575 F MISCELLANEOUS INVESTMENTS 9812089 F PARTNERSHIP INVESTMENTS 443115500 F 551095164 INTERCOMPANY RECEIVABLES 32066534 FUNDS HELD IN TRUST BY OTHERS 55293155 87359689 DUE TO UNIVERSITY OF LOUISVILLE 18256282 DEFERRED COMPENSATION 591739 ANNUITIES AND TRUSTS PAYABLE 4066049 GUARANTEE LIABILITY 1936000 24850070 X PART IV, LINE 2B: THE FOUNDATION IS THE CUSTODIAN OF FUNDS OWNED BY THE UNIVERSITY OF LOUISVILLE ATHLETICS ASSOCIATION (ASSOCIATION). THE ASSOCIATION IS A SEPARATE CORPORATION ORGANIZED FOR THE PURPOSE OF PROMOTING THE INTERCOLLEGIATE ATHLETIC ACTIVITIES OF THE UNIVERSITY OF LOUISVILLE. THE FOUNDATION SERVES IN AN AGENCY CAPACITY AND INVESTS FUNDS ON BEHALF OF THE ASSOCIATION BASED ON A FORMAL TRUST AGREEMENT. AS OF JUNE 30, 2017, THE FOUNDATION HELD APPROXIMATELY $25.3 MILLION FOR THE ASSOCIATION'S INVESTMENT PURPOSES. DURING THE YEAR ENDED JUNE 30, 2005, THE FOUNDATION ENTERED INTO AN AGREEMENT WITH JEWISH HOSPITAL & ST. MARY'S HEALTHCARE, INC. (JEWISH HOSPITAL) WHEREBY THE FOUNDATION SERVES IN AN AGENCY CAPACITY TO INVEST FUNDS ON BEHALF OF JEWISH HOSPITAL. JEWISH HOSPITAL IS A SEPARATE CORPORATION ORGANIZED FOR THE PURPOSE OF PROVIDING HEALTHCARE SERVICES. AS OF JUNE 30, 2017, THE FOUNDATION HELD APPROXIMATELY $8.3 MILLION FOR JEWISH HOSPITAL'S INVESTMENT PURPOSES. DURING THE YEAR ENDED JUNE 30, 2011, THE FOUNDATION WAS THE RECIPIENT OF ENDOWED FUNDS, THE INCOME OF WHICH SHALL BE USED IN SUPPORT OF THE LOUISVILLE ORCHESTRA. AS OF JUNE 30, 2017, THE FOUNDATION HELD APPROXIMATELY $0.2 MILLION FOR THE BENEFIT OF THE LOUISVILLE ORCHESTRA. THE FOUNDATION, ACTING IN AN AGENT CAPACITY, DOES NOT REFLECT EARNINGS ON INVESTMENTS HELD IN TRUST FOR OTHERS IN ITS REVENUES AS THESE EARNINGS ARE DISTRIBUTED TO THE OWNERS OF THE FUNDS. PART V, LINE 4: THE INTENDED USE OF THE FOUNDATION'S ENDOWMENTS IS TO SUPPORT THE UNIVERSITY IN ITS EFFORTS TO MAINTAIN ITS DISTINCTION AS A PREMIER, NATIONALLY RECOGNIZED METROPOLITAN RESEARCH UNIVERSITY WHILE ADVANCING THE INTELLECTUAL, SOCIAL AND ECONOMIC DEVELOPMENT OF THE COMMUNITY AND ITS CITIZENS. FUNDS ARE INVESTED AND MANAGED BY THE FOUNDATION IN SUPPORT OF THE UNIVERSITY'S MISSION. PART X, LINE 2: THE FOUNDATION COMPLETED AN ANALYSIS OF ITS UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH APPLICABLE ACCOUNTING GUIDANCE AND DETERMINED THERE ARE NO AMOUNTS TO BE RECOGNIZED IN THE CONSOLIDATED FINANCIAL STATEMENTS AT JUNE 30, 2017 AND 2016. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 147254018 EUROPE (INCLUDING ICELAND AND GREENLAND) 0 0 INVESTMENTS 5130166 0 0 0 0 0 0 152384184 0 152384184 1 0 1 1 1 0 SCHEDULE F, PART I, LINE 3 CENTRAL AMERICA AND THE CARIBBEAN: ACCRUAL EUROPE (INCLUDING ICELAND AND GREENLAND): ACCRUAL 1 UNIVERSITY OF LOUISVILLE REAL ESTATE FOUNDATION INC 215 CENTRAL AVENUE SUITE 212 LOUISVILLE KY 40208 472373203 501(C)(3) 1173240 0 GENERAL SUPPORT UNIVERSITY OF LOUISVILLE 2301 S 3RD STREET LOUISVILLE KY 40208 611014882 SECTION 115 53044914 1211256 FAIR VALUE ART, CLOTHING, FOOD, EQUIPMENT, MISC. GENERAL SUPPORT FUND FOR THE ARTS 623 WEST MAIN STREET LOUISVILLE KY 40202 610479626 501(C)(3) 25000 0 GENERAL SUPPORT GREATER LOUISVILLE INC 614 WEST MAIN STREET NO 6000 LOUISVILLE KY 40202 610434089 501(C)(6) 25000 0 GENERAL SUPPORT 3 1 PART I, LINE 2: THE FOUNDATION HAS BEEN DESIGNATED BY THE UNIVERSITY OF LOUISVILLE TO RECEIVE FUNDS DERIVED FROM GIFTS AND OTHER SOURCES. AS GUIDED BY ITS BOARD OF DIRECTORS, THE ORGANIZATION TRANSFERS FUNDS TO THE UNIVERSITY AND OTHER CHARITABLE ORGANIZATIONS. X 1 1 X 0 1 0 0 0 0 0 0 0 JAMES R RAMSEY PRESIDENT (PREVIOUS) 235078 0 0 0 609698 0 0 0 0 0 844776 0 606312 0 KATHLEEN SMITH ASST SECRETARY (PREVIOUS) 102801 29808 0 0 220774 0 7892 0 917 0 332384 29808 211558 0 JASON TOMLINSON ASST TREASURER (PREVIOUS) 250842 21191 0 0 414 0 23890 0 8690 0 283836 21191 0 0 REBECCA SIMPSON SR VP FOR COMMUNICATIONS 0 0 0 0 336864 0 0 0 0 0 336864 0 0 0 SUSAN MAGNESS BUDGET AND ACCOUNTING DIRECTOR 148410 0 0 0 2286 0 11746 0 807 0 163249 0 0 0 THOMAS JURICH ATHLETIC DIRECTOR ULAA 263595 0 0 0 0 0 0 0 0 0 263595 0 0 0 PART I, LINE 1A JAMES RAMSEY, KATHLEEN SMITH, REBECCA SIMPSON, AND RONALD MILLER WERE PROVIDED TAX GROSS-UP PAYMENTS RELATED TO A SECTION 457(F) NONQUALIFIED DEFERRED COMPENSATION PLAN. THESE GROSS-UPS WERE CALCULATED AND PAID IN ACCORDANCE WITH EMPLOYEE CONTRACTS. ALL TAX GROSS-UPS WERE REPORTED AND TAXED ACCORDINGLY. PART I, LINE 3 THE EXECUTIVE COMMITTEE ACTING ON BEHALF OF THE BOARD OF DIRECTORS APPROVED COMPENSATION OF THE PREVIOUS PRESIDENT. SEE NOTE - SCHEDULE O, FORM 990 PART VI, SECTION A, LINE 1 FOR AUTHORITY OF THE EXECUTIVE COMMITTEE. PART I, LINE 4B THE FOLLOWING AMOUNTS RELATING TO A SECTION 457(F) NONQUALIFIED DEFERRED COMPENSATION PLAN WERE PAID BY THE UNIVERSITY OF LOUISVILLE FOUNDATION DURING CALENDAR YEAR 2016: DR. JAMES RAMSEY - $606,312 KATHLEEN SMITH - $211,558 REBECCA SIMPSON - $336,864 RONALD MILLER - $123,252 SCHEDULE J, PART II COMPENSATION LISTED ON SCHEDULE J, PART II FOR JAMES RAMSEY, KATHLEEN SMITH, JASON TOMLINSON, SUSAN MAGNESS, AND THOMAS JURICH INCLUDES COMPENSATION REPORTED ON A UNIVERSITY OF LOUISVILLE W-2 AND ALLOCATED TO THE FOUNDATION FOR SERVICES PERFORMED BY THE INDIVIDUAL. JAMES R RAMSEY OFFICER SEE PART V 0 KATHLEEN SMITH OFFICER SEE PART V 0 SHIRLEY WILLIHNGANZ OFFICER SEE PART V 0 JASON TOMLINSON OFFICER SEE PART V 0 0 0 DONNA HEITZMAN MEMBER OF BOARD OF DIRECTORS OF STOCK YARDS BANK & TRUST COMPANY 573091 PART V - THE FOUNDATION ENTERED INTO A FORBEARANCE AGREEMENT WITH STOCK YARDS BANK & TRUST COMPANY (SYB) IN RELATION TO A GUARANTY OF PAYMENT AGREEMENT. THE FOUNDATION MADE MONTHLY PAYMENTS TO SYB IN ACCORDANCE WITH THE FORBEARANCE AGREEMENT. DONNA HEITZMAN RECUSED HERSELF FROM ALL BOARD MEETING DISCUSSIONS REGARDING SYB. 0 SCHEDULE L, PART I, COLUMN C BEGINNING IN 2005, THE FOUNDATION OVERSAW A NONQUALIFIED DEFERRED COMPENSATION PROGRAM SUBJECT TO SECTION 457(F) FOR SOME OF ITS OFFICERS AND KEY EXECUTIVES (THE "PLAN"). UNDER THE PLAN, THE FOUNDATION PAID SIGNIFICANT AMOUNTS OF DEFERRED COMPENSATION TO THE OFFICERS AND KEY EXECUTIVES, AMOUNTS WHICH WERE SUBJECT TO GENEROUS INTEREST ACCUMULATION AND TAX GROSS-UP PAYMENTS.THE FOUNDATION RECENTLY BECAME AWARE THAT DURING THE REPORTING PERIOD AND IN PRIOR YEARS CERTAIN DISQUALIFIED PERSONS BENEFITTED EXCESSIVELY BECAUSE OF THE PLAN. THE FOUNDATION IS AWARE THAT THE FOLLOWING OFFICERS RECEIVED EXCESS BENEFIT TRANSACTIONS: THE FOUNDATION'S FORMER PRESIDENT, JAMES RAMSEY, ITS FORMER ASSISTANT SECRETARY, KATHLEEN SMITH, ITS FORMER EXECUTIVE VICE PRESIDENT, SHIRLEY WILLINGHANZ, AND ITS FORMER CHIEF FINANCIAL OFFICER, JASON TOMLINSON (THE "BENEFITTED OFFICERS"). AFTER THE CLOSE OF ITS 2016 TAXABLE YEAR, THE FOUNDATION CAME TO UNDERSTAND THAT ONE OR MORE OF THE PAYMENTS, INCLUDING TAX GROSS-UPS, MADE UNDER THE PLAN CONSTITUTED EXCESS BENEFIT TRANSACTIONS. SINCE IDENTIFYING THE ISSUE, THE FOUNDATION HAS TAKEN A NUMBER OF STEPS TO PROTECT ITSELF AND TO ENSURE THAT IT IS OPERATING IN A MANNER THAT IS CONSISTENT WITH ITS CHARITABLE, TAX-EXEMPT PURPOSES. THE FOUNDATION'S BOARD OF DIRECTORS VOTED TO TERMINATE THE PLAN FOR ALL PARTICIPANTS EFFECTIVE MARCH 31, 2017. IT SOUGHT THE ADVICE OF NEWLY-HIRED LEGAL COUNSEL TO DETERMINE THE PROPER COURSE OF ACTION TO ENSURE THAT SUCH EXCESS BENEFIT TRANSACTIONS ARE CORRECTED AND NOT REPEATED. COUNSEL ENGAGED A NATIONALLY-RECOGNIZED COMPENSATION CONSULTANT TO PROVIDE THE FOUNDATION WITH COMPARABILITY DATA CONCERNING THE BENEFITTED OFFICERS. THE FOUNDATION, ALONG WITH THE UNIVERSITY OF LOUISVILLE, HAS INITIATED A LAWSUIT WHICH, IN PART, SEEKS TO COLLECT REPAYMENT OF EXCESSIVE COMPENSATION FROM CERTAIN OF THE BENEFITTED OFFICERS.WHILE THE RESULTS OF THE INITIAL COMPENSATION STUDY REMAIN PRELIMINARY, THE FOUNDATION CAN REPORT FOR TAX PURPOSES THAT THE TOTAL EXCESS BENEFIT AMOUNT INVOLVING ALL BENEFITTED OFFICERS BETWEEN 2010 AND 2016 WILL BE AT LEAST $3,927,311. CONSISTENT WITH BEST PRACTICES FOR COMPENSATION STUDIES, THE DEFERRED COMPENSATION AMOUNTS ARE BEING AMORTIZED OVER A 15-YEAR EXECUTIVE SERVICE PERIOD. WERE THE FOUNDATION TO CONSIDER THE DEFERRED COMPENSATION AMOUNTS ON A MAXIMUM CASH PAID OUT BASIS, THE EXCESS BENEFIT AMOUNT WOULD INCREASE SIGNIFICANTLY.BASED ON THE INITIAL STUDY'S PRELIMINARY FINDINGS, THE FOUNDATION MAY CONSIDER REVIEWING ADDITIONAL NON-OFFICER EXECUTIVES IN A FOLLOW-UP STUDY, PARTICULARLY THOSE WHO RECEIVED DEFERRED COMPENSATION AND TAX GROSS-UPS.THESE EXCESS BENEFIT TRANSACTIONS HAVE NOT YET BEEN CORRECTED IN ACCORDANCE WITH TREASURY REGULATION 53.4958-7.THE FOUNDATION IS STILL CONSIDERING WHETHER ANY ORGANIZATION MANAGER WHO PARTICIPATED IN APPROVING THE PLAN'S DESIGN OR ITS PAYMENTS KNEW THAT THESE PAYMENTS WOULD RESULT IN EXCESS BENEFIT TRANSACTIONS AT THE TIME OF THEIR APPROVAL. X 7 546905 MARKET AND DONOR VALUE X 3867 DONOR VALUE X 265 DONOR VALUE X 14 55986 DONOR VALUE X EQUIPMENT & SUPPLIES 13 464915 DONOR VALUE X IT 5 64750 DONOR VALUE X MISCELLANEOUS 53 58206 DONOR VALUE X INSTRUMENTS 2 8336 DONOR VALUE 0 0 1 PART I, COLUMN (B): ART - WORKS OF ART - NUMBER OF CONTRIBUTIONS BOOKS AND PUBLICATIONS - NUMBER OF CONTRIBUTIONS CLOTHING AND HOUSEHOLD GOODS - NUMBER OF CONTRIBUTIONS FOOD INVENTORY - NUMBER OF CONTRIBUTIONS OTHER - EQUIPMENT - NUMBER OF CONTRIBUTIONS OTHER - IT - NUMBER OF CONTRIBUTIONS OTHER - INSTRUMENTS - NUMBER OF CONTRIBUTIONS OTHER - MISCELLANEOUS - NUMBER OF CONTRIBUTIONS PART I, LINE 32B: THE FOUNDATION OCCASIONALLY USES REAL ESTATE AGENTS TO SELL REAL PROPERTY, PROFESSIONAL ART DEALERS TO SELL ARTWORK, AND A BANKING INSTITUTION TO SELL SECURITIES. FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE MAY HAVE AND MAY EXERCISE ALL OF THE AUTHORITY OF THE BOARD, BUT MAY NOT HAVE THE AUTHORITY OF THE BOARD IN REFERENCE TO AMENDING, ALTERING, OR REPEALING THE FOUNDATION'S BY-LAWS; ELECTING, ALTERING OR REMOVING ANY MEMBER OF THE EXECUTIVE COMMITTEE ITSELF NOR ANY DIRECTOR OR OFFICER OF THE FOUNDATION; AMENDING OR RESTATING THE ARTICLES OF INCORPORATION; ADOPTING A PLAN OF MERGER, OR ADOPTING A PLAN OF CONSOLIDATION WITH ANOTHER CORPORATION; AUTHORIZING THE SALE, LEASE, EXCHANGE, OR MORTGAGE OF SUBSTANTIALLY ALL OF THE PROPERTY AND ASSETS OF THE FOUNDATION; AUTHORIZING THE VOLUNTARY DISSOLUTION OF THE FOUNDATION OR REVOKING PROCEEDINGS THEREFORE; ADOPTING A PLAN FOR THE DISTRIBUTION OF THE ASSETS OF THE FOUNDATION OR AMENDING, ALTERING, OR REPEALING ANY RESOLUTION OF THE BOARD WHICH BY ITS TERMS PROVIDES THAT IT SHALL NOT BE AMENDED, ALTERED OR REPEALED BY SUCH COMMITTEE; OR DOING ANY OTHER ACT FORBIDDEN BY LAW OR BY THE ARTICLES OF INCORPORATION. FORM 990, PART VI, SECTION A, LINE 4 THE FOUNDATION MADE REVISIONS TO ITS BYLAWS. PER THESE REVISIONS, THE PRESIDENT OF THE FOUNDATION MAY NOT BE THE PRESIDENT OF THE UNIVERSITY OF LOUISVILLE. ALSO PER REVISIONS TO THE BYLAWS, STANDING COMMITTEES OF THE BOARD INCLUDE AN EXECUTIVE COMMITTEE, COMMITTEE ON FINANCE, A NOMINATING COMMITTEE, AND AN AUDIT COMMITTEE. STANDING COMMITTEES OF THE BOARD NO LONGER INCLUDE A DEVELOPMENT CABINET OR A PROPERTY COMMITTEE. FORM 990, PART VI, SECTION B, LINE 11B THE RETURN IS FIRST REVIEWED BY UNIVERSITY OF LOUISVILLE FOUNDATION, INC. STAFF INCLUDING THE TAX MANAGER, DIRECTOR OF ACCOUNTING, SENIOR FINANCIAL CONSULTANT, AND INTERIM EXECUTIVE DIRECTOR & CHIEF OPERATING OFFICER. THE FULL BOARD OF DIRECTORS RECEIVED THE RETURN PRIOR TO FILING AND WERE INVITED TO ATTEND 990 WORKSHOPS. THESE WORKSHOPS PROVIDED AN OPPORTUNITY FOR REVIEW OF THE 990, QUESTIONS, ANSWERS, AND EXPLANATIONS OF THE FORM. FORM 990, PART VI, SECTION B, LINE 12C BEFORE ANY MEETING OF THE BOARD OF DIRECTORS (OR A COMMITTEE OF THE BOARD), AN AGENDA IS CIRCULATED TO EACH MEMBER WITH DESCRIPTIONS OF THE ACTION ITEMS. THIS ALLOWS SUFFICIENT TIME FOR ANY BOARD MEMBER TO ALERT THE BOARD ABOUT A POTENTIAL CONFLICT OF INTEREST. WHEN AN ITEM IS PRESENTED TO THE BOARD OF DIRECTORS (OR A COMMITTEE OF THE BOARD) FOR ACTION, THE BOARD MEMBER WILL DISCLOSE HIS OR HER POSSIBLE CONFLICT OF INTEREST AND MUST RECUSE HIMSELF OR HERSELF FROM VOTING. THE BOARD MEMBER ALSO AVOIDS PARTICIPATING IN ANY DECISION OR ADVOCATING FOR ANY DECISION OF THE BOARD. IN SOME CIRCUMSTANCES, SUCH AS WHEN THE CONFLICT OF THE BOARD MEMBER PLACES THE BOARD MEMBER IN COMPETITION WITH THE FOUNDATION OR THE UNIVERSITY, THE BOARD MEMBER WILL LEAVE THE BOARD MEETING DURING DISCUSSION OR UPDATE ON THE ACTION. A CONFLICT OF INTEREST QUESTIONNAIRE IS GIVEN ANNUALLY TO ALL BOARD MEMBERS AND OFFICERS. SINCE SEPTEMBER 2017, BOARD/COMMITTEE CHAIRS HAVE STATED THE FOLLOWING AT THE BEGINNING OF EACH MEETING: AS CHAIR IT IS MY RESPONSIBILITY TO REMIND ALL MEMBERS OF THE BOARD OF THEIR RESPONSIBILITY TO AVOID CONFLICTS OF INTEREST AND EVEN APPEARANCE OF CONFLICTS OF INTEREST. EACH MEMBER HAS RECEIVED THE AGENDA AND RELATED INFORMATION FOR THIS BOARD MEETING. IF ANY BOARD MEMBER KNOWS OF ANY CONFLICTS OF INTEREST OR APPEARANCE OF CONFLICTS OF INTEREST WITH RESPECT TO ANY MATTER COMING BEFORE THE BOARD AT THIS MEETING TODAY, PLEASE IDENTIFY THE CONFLICT OR APPEARANCE OF CONFLICT AT THIS TIME. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S FINANCIAL STATEMENTS, FORMS 990, AND BOARD MINUTES ARE AVAILABLE AT WWW.LOUISVILLEFOUNDATION.ORG. ALL GOVERNING DOCUMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: PRESENT VALUE DISCOUNT -4,750,980. FORM 990, PART VI, SECTION B, LINE 16B THE ORGANIZATION'S PRACTICE IS TO OBTAIN BOARD APPROVAL PRIOR TO ENTERING INTO A JOINT VENTURE. UNIVERSITY OF LOUISVILLE DEVELOPMENT CORPORATION LLC 215 CENTRAL AVENUE SUITE 212 LOUISVILLE KY 40208 263416894 REAL ESTATE KY 13177592 7860963 UNIVERSITY OF LOUISVILLE FOUNDATION INC METACYTE EQUITY HOLDINGS LLC 215 CENTRAL AVENUE SUITE 212 LOUISVILLE KY 40208 HOLDING COMPANY (INACTIVE) KY 0 0 UNIVERSITY OF LOUISVILLE FOUNDATION INC MINERVA-LOUISVILLE LLC 215 CENTRAL AVENUE SUITE 212 LOUISVILLE KY 40208 455604157 ADMINISTRATIVE (INACTIVE) KY 0 0 UNIVERSITY OF LOUISVILLE FOUNDATION INC CCG-LOUISVILLE LLC 215 CENTRAL AVENUE SUITE 212 LOUISVILLE KY 40208 463848960 GOLF COURSE KY 3776194 10234633 UNIVERSITY OF LOUISVILLE FOUNDATION INC DCPA LLC 215 CENTRAL AVENUE SUITE 212 LOUISVILLE KY 40208 472587366 ADMINISTRATIVE KY 0 4791 UNIVERSITY OF LOUISVILLE FOUNDATION INC UNIVERSITY HOLDINGS INC 215 CENTRAL AVENUE SUITE 212 LOUISVILLE KY 40208 262258318 MANAGEMENT SERVICES KY 501(C)(3) LINE 12B, II UNIVERSITY OF LOUISVILLE FOUNDATION INC 1 ULH INC 215 CENTRAL AVENUE SUITE 212 LOUISVILLE KY 40208 310926171 STUDENT HOUSING KY 501(C)(3) LINE 12B, II UNIVERSITY OF LOUISVILLE FOUNDATION INC 1 THE NUCLEUS REAL PROPERTIES INC 215 CENTRAL AVENUE SUITE 212 LOUISVILLE KY 40208 463070346 REAL ESTATE KY 501(C)(3) LINE 12B, II UNIVERSITY OF LOUISVILLE FOUNDATION INC 1 CAMPUS ONE LLC 600 N HURSTBOURNE PKWY STE 300 LOUISVILLE KY 40222 273900405 REAL ESTATE KY UNIVERSITY OF LOUISVILLE DEVELOPMENT CORPORATION LLC UNRELATED 103610 8344765 0 0 0.51000 METACYTE BUSINESS LAB LLC 215 CENTRAL AVE SUITE 212 LOUISVILLE KY 40208 161657492 RESEARCH KY UNIVERSITY OF LOUISVILLE FOUNDATION INC C 251657 449125 1.00000 1 CHARITABLE REMAINDER TRUSTS (14) INVESTMENTS KY N/A T 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 UNIVERSITY HOLDINGS INC D 12325926 LOAN BALANCE AND INTEREST ACCRUED UNIVERSITY HOLDINGS INC A 1442552 AMOUNT ACCRUED THE NUCLEUS REAL PROPERTIES INC D 16160194 LOAN BALANCE THE NUCLEUS REAL PROPERTIES INC C 296189 AMOUNT RECEIVED & ACCRUED THE NUCLEUS REAL PROPERTIES INC A 161600 AMOUNT RECEIVED & ACCRUED ULH INC D 13545025 LOAN BALANCE AND INTEREST ACCRUED ULH INC A 373817 AMOUNT RECEIVED METACYTE BUSINESS LAB LLC S 306183 AMOUNT RECEIVED CAMPUS ONE LLC B 196350 AMOUNT RECEIVED CAMPUS ONE LLC C 306000 AMOUNT RECEIVED