2017-05-12T20:15:40-05:00 2016-06-30 910189318 MOSS ADAMS LLP 4747 EXECUTIVE DRIVE SUITE 1300 SAN DIEGO CA 92121 990 2015-07-01 201269904 SYSTEM MANAGEMENT GROUP SYST 8586428100 11355 NORTH TORREY PINES ROAD LA JOLLA CA 92037 DAVE C LAWRENCE VICE CHANCELLOR, FINANCE 8586428100 2017-05-12 1 PATRICIA J MAYER P00188643 8586271400 2015 2021-01-29 14:40:06Z DAVE C LAWRENCE 11355 NORTH TORREY PINES ROAD LA JOLLA CA 92037 1254755 0 X WWW.NUSYSTEM.ORG X 2005 CA PROVIDE ADMINISTRATIVE SERVICES TO THE ORGANIZATION'S AFFILIATED INSTITUTIONS: THE NATIONAL UNIVERSITY SYSTEM ("NUS"). 20 19 0 0 0 0 0 0 569334 1254755 0 0 0 0 569334 1254755 0 0 0 0 57471 57471 0 0 0 511863 1197284 569334 1254755 0 0 15967 15967 15967 15967 0 0 PROVIDE ADMINISTRATIVE SERVICES TO THE ORGANIZATION'S AFFILIATED INSTITUTIONS: THE NATIONAL UNIVERSITY SYSTEM ("NUS"). 0 0 1254755 1254755 PROVIDE SUPPORT AND SERVICES TO THE ORGANIZATIONS IN THE NATIONAL UNIVERSITY SYSTEM ("NUS"). 1254755 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 X 20 19 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 CA X MICHELLE BELLO ASSOCIATE VP FINANCE 8586428636 11355 NORTH TORREY PINES ROAD LA JOLLA CA 92037 CARLOS RODRIGUEZ TRUSTEE 0.30 X 0 0 0 DAN PITTARD TRUSTEE 0.30 X 0 0 0 DR DONALD KRIPKE VICE CHAIR, TRUSTEE 0.30 X 0 0 0 DR E LEE RICE TRUSTEE 0.30 X 0 0 0 DR MICHAEL CUNNINGHAM CHANCELLOR, TRUSTEE 45.00 X X 0 145371 3142 GERALD CZARNECKI CHAIR, TRUSTEE 0.30 X 0 0 0 HERBERT MEISTRICH TRUSTEE 0.30 X 0 0 0 HIEP QUACH TRUSTEE 0.30 X 0 0 0 JAY STONE TRUSTEE 0.30 X 0 0 0 JEAN LEONARD TRUSTEE 0.30 X 0 0 0 JEANNE CONNELLY SECRETARY/TRUSTEE 0.30 X 0 0 0 KIM FOLSOM TRUSTEE 0.30 X 0 0 0 MICHAEL R MCGILL TRUSTEE 0.30 X 0 0 0 REBECCA HENDERSON TRUSTEE 0.30 X 0 0 0 RICHARD CHISHOLM TREASURER/TRUSTEE 0.30 X 0 0 0 ROBERT FREELEN TRUSTEE 0.30 X 0 0 0 STACY ALLISON TRUSTEE 0.30 X 0 0 0 THOMAS TOPUZES TRUSTEE 0.30 X 0 0 0 TOM CLEVINGER TRUSTEE 0.30 X 0 0 0 WH KNIGHT JR TRUSTEE 0.30 X 0 0 0 RANDY FRISCH VICE CHANCELLOR, BUS & ADMIN 45.00 X 0 33504 4349 GARY KLEINMAN THRU 0416 VICE CHANCELLOR, MARKETING 45.00 X 0 20224 2281 DR JERRY LEE II CHANCELLOR EMERITUS, TRUSTEE 8.00 X 0 710508 0 0 909607 9772 0 1 1 0 0 PAYMENT FOR SUPPORT SE 561000 1254755 1254755 1254755 1254755 1254755 0 0 57471 57471 258169 258169 60480 60480 21000 21000 857635 857635 1254755 1254755 0 0 15967 15967 15967 15967 15967 15967 15967 15967 X 0 0 0 0 0 0 0 0 15967 15967 0 0 X 0 1 X 1 0 X X X 4 JOHN F KENNEDY UNIVERSITY 941610694 2 0 453986 0 NATIONAL UNIVERSITY VIRTUAL HIGH SCHOOL 562438569 9 0 276922 0 WESTMED COLLEGE 900171867 9 0 135921 0 CITY UNIVERSITY OF SEATTLE 237421224 2 0 387926 0 4 1254755 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 SCHEDULE A: SOME MEMBERS OF THE NATIONAL UNIVERSITY SYSTEM, INCLUDING NATIONAL UNIVERSITY, ARE LISTED IN THE ARTICLES OF INCORPORATION OF SYSTEM MANAGEMENT GROUP AS SUPPORTED ORGANIZATIONS. THE OTHER MEMBERS OF THE NATIONAL UNIVERSITY SYSTEM THAT ARE SUPPORTED ORGANIZATIONS ARE DESCRIBED BY CLASS, WITH REFERENCE TO THEIR EDUCATIONAL MISSION, THEIR AFFILIATION WITH THE NATIONAL UNIVERSITY SYSTEM, AND 501(C)(3) STATUS. AS NOTED ON LINE 11A, SYSTEM MANAGEMENT GROUP IS A TYPE I SUPPORTING ORGANIZATION THAT IS OPERATED, SUPERVISED, OR CONTROLLED BY THE SUPPORTED ORGANIZATIONS. 0 DUE TO AFFILIATES 15967 15967 X PART X, LINE 2: INCOME TAX BENEFITS AND/OR LIABILITES ARE RECOGNIZED FOR INCOME TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN, ONLY WHEN IT IS DETERMINED THAT THE INCOME TAX POSITION WILL MORE-LIKELY-THAN-NOT BE SUSTAINED UPON EXAMINATION BY TAXING AUTHORITIES. NUS HAS ANALYZED THE TAX POSITIONS TAKEN IN ITS FILINGS WITH THE INTERNAL REVENUE SERVICE AND THE CALIFORNIA FRANCHISE TAX BOARD. NUS BELIEVES THAT ITS INCOME TAX FILING POSITIONS WILL BE SUSTAINED UPON EXAMINATION AND DOES NOT ANITCIPATE ANY ADJUSTMENTS THAT WOULD RESULT IN A MATERIAL ADVERSE EFFECT ON NUS'S FINANCIAL CONDITIONS, CHANGES IN NET ASSETS, OR CASH FLOWS. ACCORDINGLY, NUS HAS NOT RECORDED ANY RESERVES, OR RELATED ACCRUALS FOR INTEREST AND PENALTIES FOR UNCERTAIN INCOME TAX POSITIONS AT JUNE 30, 2016 AND 2015. X 1 1 X X X X 0 1 0 0 0 0 0 1 0 DR JERRY LEE II CHANCELLOR EMERITUS, TRUSTEE 0 7920 0 0 0 702588 0 0 0 0 0 710508 0 0 PART I, LINE 1A FIRST CLASS TRAVEL IS MADE AVAILABLE TO BOARD MEMBERS IF THE FLIGHT IS OVER 3 HOURS. THIS IS NOT INCLUDED AS TAXABLE INCOME TO SUCH BOARD MEMBERS IF UTILIZED. PART I, LINE 4B DR. JERRY LEE PARTICIPATED IN A 457(B) SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN DURING FISCAL YEAR ENDING JUNE 30, 2016. PLAN DISTRIBUTIONS WERE MADE DURING THE FISCAL YEAR ENDING JUNE 30, 2016 OF $710,508. PART I, LINE 7 OFFICERS AND KEY EMPLOYEES ARE ELIGIBLE FOR BONUSES. BONUSES ARE AWARDED WITHIN A SPECIFIED RANGE IN THE DISCRETION OF THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES AND ARE BASED ON ACHIEVING GOALS. FORM 990, PART VI, SECTION B, LINE 11 THE DRAFT FORM 990 WAS DISTRIBUTED TO SENIOR MANAGEMENT AND THE AUDIT COMMITTEE. THE FINAL VERSION OF FORM 990 WAS DISTRIBUTED FOR REVIEW BEFORE FILING TO THE TRUSTEES BY EMAIL. FORM 990, PART VI, SECTION B, LINE 12C THE BOARD OF TRUSTEES HAS PERIODICALLY REVIEWED AND APPROVED (BY A MAJORITY OF DISINTERESTED TRUSTEES) THE BUSINESS TRANSACTIONS WITH TRUSTEES OR THEIR AFFILIATED PROFESSIONAL SERVICE FIRMS SUCH REVIEWS INCLUDE CONSIDERATION OF DATA ON COMPARABLE SERVICE PROVIDERS COLLECTED BY UNIVERSITY COUNSEL THE INTERESTED TRUSTEES WERE EXCUSED FROM BOARD SESSIONS DURING WHICH THOSE BUSINESS TRANSACTIONS WERE DISCUSSED AND DID NOT PARTICIPATE IN VOTING ON SUCH TRANSACTIONS THE MOST RECENT SUCH REVIEW OCCURRED DURING FISCAL YEAR 2013-14. THE CONFLICT OF INTEREST POLICY WAS REVIEWED AND UPDATED BY THE BOARD IN 2010 QUESTIONNAIRES HAVE BEEN DISTRIBUTED COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY IS MONITORED BY UNIVERSITY COUNSEL AND WAS REVIEWED BY THE BOARD AT THE FEBRUARY, 2014 MEETING. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION OF THE PRESIDENT OF THE UNIVERSITY IS REVIEWED BY THE BOARD AT THE TIME OF HIRING AND AS NECESSARY THEREAFTER. COMPENSATION OF OTHER OFFICERS AND KEY EMPLOYEES IS REVIEWED BY THE BOARD (OR ITS COMMITTEE). IN BOTH CASES, COMPENSATION IS DETERMINED WITH REGARD TO COMPENSATION PAID TO SENIOR EXECUTIVES OF COMPARABLE NON-PROFIT AND PROPRIETARY INSTITUTIONS IN EDUCATION AND OTHER FIELDS. THE PROCESS IS DOCUMENTED AND WAS LAST COMPLETED JUNE 20, 2015. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART VII, COMPENSATION DR. LEE COMPENSATION AS CHANCELLOR OF THE NATIONAL UNIVERSITY SYSTEM ("NUS") PURSUANT TO THE AFFILIATION AGREEMENT, DR. LEE GUIDED THE STRATEGIC DIRECTION OF THE NU AFFILIATES. HE SPEARHEADED THE CREATION AND GROWTH OF THE NUS SINCE ITS INCEPTION IN 2001 THROUGH HIS RETIREMENT IN SEPTEMBER 2013. DURING THE FISCAL YEAR 2008-2009, HE LED THE NEGOTIATIONS THAT CULMINATED IN JOHN F. KENNEDY UNIVERSITY BECOMING AN AFFILIATE OF THE NUS. THANKS TO THAT AFFILIATION, THE NUS NOW INCLUDES AN INSTITUTION THAT IS ACCREDITED TO AWARD DOCTORAL DEGREES. DURING THE FISCAL YEAR 2012-2013, HE LED THE NEGOTIATIONS THAT CULMINATED IN CITY UNIVERSITY OF SEATTLE BECOMING AN AFFILIATE OF NUS. THANKS TO THAT AFFILIATION, NUS ADDED 30 ADDITIONAL CAMPUSES AND OVER 7,000 STUDENTS. THE CHANCELLOR'S COMPENSATION IS PAID BY SYSTEM MANAGEMENT GROUP ("SMG") AND IS ALLOCATED AMONG OTHER NUS AFFILIATES. NONE OF DR. LEE'S COMPENSATION IS ALLOCATED TO ANY OTHER ORGANIZATION OUTSIDE THE NUS. FORM 990, PART VII AND SCHEDULE J, PART II THE CHANCELLOR IS A TRUSTEE OF NATIONAL UNIVERSITY AND OF EACH OTHER AFFILIATE OF THE NUS, EXCEPT NATIONAL UNIVERSITY ACADEMY. HIS COMPENSATION IS ALLOCATED AMONG THE NUS AFFILIATES. IN ADDITION, OTHER OFFICERS COMPENSATION IS ALSO ALLOCATED AMONG THE AFFILIATES OF NUS AS WELL AS THE FORMER CHANCELLOR AS FOLLOWS: NATIONAL UNIVERSITY IS THE SECOND-LARGEST PRIVATE NONPROFIT UNIVERSITY IN CALIFORNIA, WITH OVER 30 CAMPUSES. SERVING ABOUT 132,000 STUDENTS IN CLASS (22,000 FTE) AND STAFFED BY ABOUT 1,000 EMPLOYEES, IT OFFERS MORE THAN 100 ACCREDITED UNDERGRADUATE AND GRADUATE DEGREES AND CREDENTIAL PROGRAMS IN FIVE SCHOOLS. SPECIALIZED DIVISIONS INCLUDE THE NUS INSTITUTE FOR POLICY RESEARCH AND THE CENTER FOR INTEGRATIVE HEALTH. DR JERRY LEE: (B)(I) $5,760; (B)(II) $0; (B)(III) $510,973; (C) $0; (D) $0; (E) $516,733 MICHAEL CUNNINGHAM: (B)(I) $513,073; (B)(II) $0; (B)(III) $0; (C) $180; (D) $10,911; (E) $524,164 RANDY FRISCH: (B)(I) $217,774; (B)(II) $0; (B)(III) $0; (C) $12,058; (D) $16,213; (E) $246,045 GARY KLEINMAN: (B)(I) $161,795; (B)(II) $0; (B)(III) $0; (C) $0; (D) $18,249; (E) $180,044 JOHN F. KENNEDY UNIVERSITY, FOUNDED IN 1964, OFFERS DOCTORAL, MASTER'S, BACHELOR'S DEGREES, AND OPERATES A LAW SCHOOL AT ITS CAMPUSES IN PLEASANT HILL, CA AND BERKELEY, CA. IT HAS ABOUT 1,600 STUDENTS AND ABOUT 225 EMPLOYEES. DR JERRY LEE: (B)(I) $4,320; (B)(II) $0; (B)(III) $383,230; (C) $0; (D) $0; (E) $387,550 MICHAEL CUNNINGHAM: (B)(I) $85,512; (B)(II) $0; (B)(III) $0; (C) $30; (D) $1,819; (E) $87,361 RANDY FRISCH: (B)(I) $30,153; (B)(II) $0; (B)(III) $0; (C) $1,670; (D) $2,245; (E) $34,068 GARY KLEINMAN: (B)(I) $8,090; (B)(II) $0; (B)(III) $0; (C) $0; (D) $912; (E) $9,002 WESTMED COLLEGE OFFERS CERTIFICATION PROGRAMS FOR VOCATIONAL NURSES AND PARAMEDICS. ITS CAMPUSES ARE IN SAN JOSE, CA AND MERCED, CA. IT HAS ABOUT 2,600 STUDENTS IN CLASS AND ABOUT 50 EMPLOYEES. DR JERRY LEE: (B)(I) $2,880; (B)(II) $0; (B)(III) $255,487; (C) $0; (D) $0; (E) $258,367 MICHAEL CUNNINGHAM: (B)(I) $42,756; (B)(II) $0; (B)(III) $0; (C) $15; (D) $909; (E) $43,680 RANDY FRISCH: (B)(I) $13,401; (B)(II) $0; (B)(III) $0; (C) $742; (D) $998; (E) $15,141 GARY KLEINMAN: (B)(I) $2,022; (B)(II) $0; (B)(III) $0; (C) $0; (D) $228; (E) $2,251 NATIONAL UNIVERSITY VIRTUAL HIGH SCHOOL, WHICH TOGETHER WITH THE CHARTER SCHOOL NATIONAL UNIVERSITY ACADEMY, CONSTITUTES THE DIVISION OF PRE-COLLEGE PROGRAMS AND PROVIDES INTERACTIVE, MEDIA-RICH EDUCATIONAL OPPORTUNITIES TO DIVERSE HIGH-SCHOOL STUDENTS. IT SERVES ABOUT 1,300 STUDENTS, AND HAS ABOUT 5 EMPLOYEES. IT HAS ARTICULATION AGREEMENTS WITH OVER 400 SCHOOLS, ALLOWING ITS ONLINE COURSES TO SUPPLEMENT CLASSROOM INSTRUCTION. DR JERRY LEE: (B)(I) $1,320; (B)(II) $0; (B)(III) $117,098; (C) $0; (D) $0; (E) $118,418 MICHAEL CUNNINGHAM: (B)(I) $25,654; (B)(II) $0; (B)(III) $0; (C) $9; (D) $545; (E) $26,208 RANDY FRISCH: (B)(I) $13,401; (B)(II) $0; (B)(III) $0; (C) $742; (D) $998; (E) $15,141 GARY KLEINMAN: (B)(I) $2,022; (B)(II) $0; (B)(III) $0; (C) $0; (D) $228; (E) $2,251 CITY UNIVERSITY OF SEATTLE, FOUNDED IN 1973, OFFERS OVER 60 PROGRAMS INCLUDING UNDERGRADUATE AND GRADUATE DEGREES AND CERTIFICATES. THE UNIVERSITY HAS OVER 30 CAMPUSES. IT HAS ABOUT 7,000 STUDENTS IN CLASS AND ABOUT 50 EMPLOYEES. DR JERRY LEE: (B)(I) $1,800; (B)(II) $0; (B)(III) $159,679; (C) $0; (D) $0; (E) $161,479 MICHAEL CUNNINGHAM: (B)(I) $42,756; (B)(II) $0; (B)(III) $0; (C) $15; (D) $909; (E) $43,680 RANDY FRISCH: (B)(I) $26,803 (B)(II) $0; (B)(III) $0; (C) $1,484; (D) $1,995; (E) $30,282 GARY KLEINMAN: (B)(I) $8,090; (B)(II) $0; (B)(III) $0; (C) $0; (D) $912; (E) $9,002 FINANCIAL STATEMENTS: EXPLANATION: SYSTEM MANAGEMENT GROUP IS INCLUDED IN A COMBINED REPORT WITH THE NATIONAL UNIVERSITY SYSTEM. NATIONAL UNIVERSITY 11355 NORTH TORREY PINES ROAD LA JOLLA CA 92037 237172306 EDUCATIONAL INSTITUTION CA 501(C)(3) LINE 2 N/A 1 NATIONAL UNIVERSITY VIRTUAL HIGH SCHOOL 11355 NORTH TORREY PINES ROAD LA JOLLA CA 92037 562438569 EDUCATIONAL INSTITUTION CA 501(C)(3) LINE 9 N/A 1 WESTMED COLLEGE 11355 NORTH TORREY PINES ROAD LA JOLLA CA 92037 900171867 EDUCATIONAL INSTITUTION CA 501(C)(3) LINE 9 N/A 1 JOHN F KENNEDY UNIVERSITY 100 ELLINWOOD WAY PLEASANT HILL CA 945234817 941610694 EDUCATIONAL INSTITUTION CA 501(C)(3) LINE 2 N/A 1 NATIONAL UNIVERSITY ACADEMY 11355 NORTH TORREY PINES ROAD LA JOLLA CA 92037 352358696 EDUCATIONAL INSTITUTION CA 501(C)(3) LINE 2 N/A 1 SPECTRUM PACIFIC LEARNING INC 11355 NORTH TORREY PINES ROAD LA JOLLA CA 92037 453996682 INACTIVE CA 501(C)(3) LINE 9 N/A 1 NATIONAL UNIVERSITY INTERNATIONAL INC 11355 NORTH TORREY PINES ROAD LA JOLLA CA 92037 453997908 INACTIVE CA 501(C)(3) LINE 2 N/A 1 CITY UNIVERSITY OF SEATTLE 521 WALL STREET SEATTLE WA 98121 237421224 EDUCATIONAL INSTITUTION CA 501(C)(3) LINE 2 N/A 1 0 0 0 1 0 0 0 0 0 0 0 1 0 1 1 0 1 0 0 NATIONAL UNIVERSITY VIRTUAL HIGH SCHOOL L 276922 CASH NATIONAL UNIVERSITY VIRTUAL HIGH SCHOOL Q 276922 CASH WESTMED COLLEGE L 135921 CASH WESTMED COLLEGE Q 135921 CASH JOHN F KENNEDY UNIVERSITY L 453986 CASH JOHN F KENNEDY UNIVERSITY Q 453986 CASH NATIONAL UNIVERSITY D 3476 CASH CITY UNIVERSITY OF SEATTLE L 387926 CASH CITY UNIVERSITY OF SEATTLE Q 387926 CASH SCHEDULE R, RELATED ORGANIZATIONS NATIONAL UNIVERSITY SYSTEM THE NUS IS AN ALLIANCE OF EDUCATIONAL INSTITUTIONS, SERVING DIVERSE LEARNERS FROM HIGH SCHOOL TO DOCTORAL PROGRAMS. THE NUS INCLUDES 6 INDEPENDENT NON-PROFIT ORGANIZATIONS EXEMPT UNDER IRC SECTION 501(C)(3): NATIONAL UNIVERSITY, NATIONAL UNIVERSITY VIRTUAL HIGH SCHOOL, WESTMED COLLEGE, JOHN F. KENNEDY UNIVERSITY (WHICH OFFERS DOCTORAL PROGRAMS AS WELL AS A LAW SCHOOL), CITY UNIVERSITY OF SEATTLE AND SYSTEM MANAGEMENT GROUP (SMG). SMG IS A SUPPORTING ORGANIZATION EXEMPT UNDER IRC SECTION 509(A)(3) WHICH PROVIDES SUPPORT AND SERVICES TO ITS TAX-EXEMPT AFFILIATES IN THE NUS. SPECTRUM PACIFIC LEARNING COMPANY LLC AND NATIONAL UNIVERSITY INTERNATIONAL LLC ARE WHOLLY-OWNED BY NATIONAL UNIVERSITY, AND ARE TREATED AS DISREGARDED ENTITIES FOR TAX PURPOSES. THE BOARD OF TRUSTEES OF EACH NUS AFFILIATE GOVERNS EACH AFFILIATE INDEPENDENTLY. THE BOARD OF TRUSTEES HAS NO AUTHORITY TO REMOVE, REPLACE OR APPOINT A MAJORITY OF THE GOVERNING BODY OF THOSE OTHER AFFILIATES. THE BOARD OF TRUSTEES OF EACH AFFILIATE, ACTING IN ITS INDEPENDENT CAPACITY, PERIODICALLY APPOINTS ITS OWN NEW TRUSTEES. THE BOARD OF TRUSTEES HAS A MAJORITY OVERLAPPING COMPOSITION BETWEEN EACH AFFILIATE OF THE NUS. IN ADDITION, THE NUS AUDIT FIRM PREPARES A SET OF "COMBINED NOT "CONSOLIDATED" AUDITED FINANCIAL STATEMENTS THAT INCLUDE THE EIGHT INDEPENDENT NON-PROFIT ORGANIZATIONS EXEMPT UNDER IRC SECTION 501(C)(3): NATIONAL UNIVERSITY, NATIONAL UNIVERSITY VIRTUAL HIGH SCHOOL, WESTMED COLLEGE, JOHN F. KENNEDY UNIVERSITY, CITY UNIVERSITY OF SEATTLE, AND SYSTEM MANAGEMENT GROUP.