2017-11-14T16:19:10-06:00 2016-12-31 PricewaterhouseCoopers LLP 600 13TH ST NW STE 1000 WASHINGTON DC 20005 990 2016-01-01 201512696 BIONEXUS FOUNDATION % JOHN SWEENEY BION 7033652700 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 JOHN SWEENEY CFO 7033652700 2017-11-14 true MICHELLE G MICHALOWSKI P00755304 2024141000 155.201.188.33 52580220173185000005 2017-11-14 P 0F88DFED7540E0115A284F5DEC2A5C89A8D4765E 0F88DFED7540E0115A284F5DEC2A5C89A8D4765E 2016 2021-01-29 14:40:06Z RAYMOND H CYPESS 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 36548335 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. 3 2 0 0 0 16000000 300000 0 0 3221327 4270636 0 0 19221327 4570636 800000 0 0 0 7000 0 0 0 0 530111 545990 1337111 545990 17884216 4024646 116388879 123896133 3530060 5530836 112858819 118365297 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 209844 0 0 DESIGN AND CREATION OF A REGISTRY FOR HOUSING STANDARD PROCUREMENT PROCEDURES FOR TISSUE COLLECTION. 209844 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 false false false true 0 0 0 false false false false false false false false false false X 3 2 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 1528572 130813 STEVE KAMINSKY BOARD MEMBER 0.6 1.8 X 0 20250 0 LAURIE BOYER BOARD MEMBER (UNTIL 04/16) 0.6 2.4 X 0 9000 0 DAVID E SHUEY BOARD MEMBER (UNTIL 03/16) 0.6 1.8 X 0 10000 0 LOUISE MAWHINNEY BOARD MEMBER 0.6 1.8 X 0 21750 0 THERESE SELLARS SECRETARY 0.6 39.3 X 0 270229 48370 RALPH KOCH CFO, TREASURER (UNTIL 11/16) 0.6 39.3 X 0 344314 44840 GREGORY J FORTON INTERIM CFO (AS OF 11/16) 0.6 39.3 X 0 166923 45423 0 2371038 269446 0 false true false BROWN ADVISORY 901 SOUTH BOND STREET SUITE 400 BALTIMORE MD 212313340 INVESTMENT ADVISORY 335371 1 300000 300000 0 1349659 1349659 0 0 0 0 0 34898676 31977699 2920977 2920977 2920977 0 0 0 0 0 0 0 0 0 0 4570636 4270636 0 0 0 0 0 0 0 0 0 0 0 775 775 0 0 0 335371 335371 0 0 0 0 0 0 0 0 0 0 0 0 0 SOFTWARE DEVELOPMENT 209844 209844 545990 209844 336146 0 0 0 4215996 3341782 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 78916996 85590361 32722645 32452171 0 0 0 0 533242 2511819 116388879 123896133 3000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3527060 5530836 3530060 5530836 X 112858819 118365297 0 0 0 0 112858819 118365297 116388879 123896133 4024646 1503257 -21425 X false true X true false X X 1 AMERICAN TYPE CULTURE COLLECTION 530196548 9 true 209844 0 1 209844 true false false false false false false false false false false false false false false false PART IV, SECTION C, LINE 1: THE PRESIDENT/CEO OF ATCC, THE FOUNDATION'S SUPPORTED ORGANIZATION, ALSO SERVES AS THE PRESIDENT/CEO OF THE FOUNDATION, AND HE IS A BOARD MEMBER OF BOTH ENTITIES. THE OTHER OFFICERS OF THE FOUNDATION ARE ALL OFFICERS OF ATCC. IN ADDITION, ALL OF THE FOUNDATION'S BOARD MEMBERS ARE MEMBERS OF THE BOARD OF ATCC. THUS, ALL OF THE FOUNDATION'S OFFICERS AND DIRECTORS ARE AFFILIATED WITH THE FOUNDATION'S SUPPORTED ORGANIZATION, ATCC, WHICH ENSURES THAT CONTROL AND MANAGEMENT OF BIONEXUS FOUNDATION IS VESTED IN THE SAME PERSONS THAT CONTROL OR MANAGE ATCC. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED SILCHES. INT. INVST. VL. EQ T. 4399567 F GOLUB CAP. INVST. 2010 55858 F REDWOOD OPPS OFFSHORE FUND 4396092 F VALUEACT TAX EXMPT 5YR LOCK UP 1981193 F YUKON CAPITAL PARTNERS II, LP 982904 F HEDGED U.S. EQUITY MANAGERS 17782788 F LANSDOWNE LONG ONLY 2853769 F 32452171 0 DUE TO ATCC 5530836 5530836 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, THE BIONEXUS FOUNDATION AND GBSI RECOGNIZE TAX LIABITLIES FOR UNCERTAIN TAX POSITIONS WHEN IT IS MORE LIKELY THAN NOT THAT A TAX POSITION WILL 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 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, 2012 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. true false false false false false false false false RAYMOND H CYPESS CHAIRMAN/PRES/BOARD MEMBER 0 1091908 0 314101 0 122563 0 105948 0 24865 0 1659385 0 0 THERESE SELLARS SECRETARY 0 216447 0 53478 0 304 0 18079 0 30291 0 318599 0 0 RALPH KOCH CFO, TREASURER (UNTIL 11/16) 0 282278 0 36953 0 25083 0 23081 0 21759 0 389154 0 0 GREGORY J FORTON INTERIM CFO (AS OF 11/16) 0 149357 0 16998 0 568 0 12698 0 32725 0 212346 0 0 PART I, LINE 3: BIONEXUS FOUNDATION DOES NOT COMPENSATE ANY DIRECTOR, OFFICER, OR EMPLOYEE. COMPENSATION TO THESE INDIVIDUALS IS PROVIDED BY A RELATED ORGANIZATION. THE COMPENSATION COMMITTEE OF THE RELATED ORGANIZATION'S BOARD OF DIRECTORS REVIEWS RECOMMENDATIONS BY THE CEO OF THE RELATED ORGANIZATION AND GIVES FINAL APPROVAL FOR THE COMPENSATION PROGRAMS TO 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 FOR THE REST OF THE EXECUTIVE TEAM WILL BE COMPLETED IN 2017. THE COMPENSATION COMMITTEE REVIEWS AND APPROVES COMPENSATION FOR THE CEO USING DATA FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS WITHIN SIMILAR INDUSTRIES. DOCUMENTATION OF SUCH DISCUSSIONS AND DECISIONS ARE CAPTURED IN THE MEETING MINUTES. PART 1, LINE 4A: RALPH KOCH RECEIVED A SEVERANCE PAYMENT OF $24,563. PART VI, LINE 2: RAYMOND CYPESS, LAURIE BOYER, RALPH KOCH, AND THERESE SELLARS, DIRECTORS AND OFFICERS OF BIONEXUS, HAD A BUSINESS RELATIONSHIP DURING THE TAX YEAR; THEY ALL 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. THE BOARD OF DIRECTORS HAS DELEGATED THE REVIEW OF THE FORM 990 TO THE ATCC GLOBAL FINANCE AND AUDIT COMMITTEE. PRIOR TO FILING WITH THE IRS, THE FORM 990 IS PROVIDED TO THE ATCC GLOBAL FINANCE AND AUDIT COMMITTEE. ONCE THE FORM 990 IS REVIEWED BY THE COMMITTEE AND 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 COMPENSATION COMMITTEE OF THE ATCC GLOBAL BOARD OF DIRECTORS REVIEWS RECOMMENDATIONS BY THE CEO OF ATCC AND GIVES FINAL APPROVAL FOR THE COMPENSATION PROGRAMS FOR ATCC TO 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 FOR THE REST OF THE EXECUTIVE TEAM WILL BE COMPLETED IN 2017. THE COMPENSATION 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 ARE CAPTURED IN THE MEETING MINUTES. 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) 9 ATCC GLOBAL false ATCC GLOBAL 10801 UNIVERSITY BOULEVARD MANASSAS VA 20110 753159126 SUPPORT ATCC DC 501(C)(3) 12B-TYPE II NA false GLOBAL BIOLOGICAL STANDARDS INST LLC 1020 19TH STREET NW WASHINGTON DC 20036 611705421 SCIENCE RSRCH DC 501(C)(3) 7 BIONEXUS FND true ATCC CELL SYSTEMS INC 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 541805129 LAB SERVICES VA ATCC GLOBAL C CORP 0 0 false false false true false false false false false false false false false false true true false true false true