2016-04-06T11:39:48-05:00 2015-06-30 390859910 BAKER TILLY VIRCHOW KRAUSE LLP 1650 MARKET STREET SUITE 4500 PHILADELPHIA PA 19103 990 2014-07-01 820571540 UNIVERSITY STUDENT HOUSING UNIV 6104362868 PO BOX 541 WEST CHESTER PA 19381 TERESA JOHN CHIEF FINANCIAL OFFICER 6104362868 2016-04-02 1 JULIUS GREEN CPA JD P00350393 2159720701 2014 2016-08-17 19:52:53Z RICHARD T PRZYWARA PO BOX 541 WEST CHESTER PA 19381 28623788 0 X WWW.WCUHOUSING.COM X LLC 2002 PA OWNS, CONSTRUCTS, MANAGES, AND MAINTAINS STUDENT HOUSING FACILITIES USED BY WEST CHESTER UNIVERSITY 26 26 91 392 0 0 0 0 21426147 28166299 1022273 309252 81549 103745 22529969 28579296 27794 157818 0 0 1831218 2313554 0 0 0 20857320 24530394 22716332 27001766 -186363 1577530 206228474 200585401 246018190 250341567 -39789716 -49756166 X UNIVERSITY STUDENT HOUSING WAS ORGANIZED FOR THE CHARITABLE, SCIENTIFIC AND EDUCATIONAL PURPOSES EXCLUSIVELY FOR THE BENEFIT AND SUPPORT OF THE WEST CHESTER UNIVERSITY FOUNDATION, AND AS SUCH OWNS, CONSTRUCTS, OPERATES, MANAGES, AND MAINTAINS HOUSING FACILITIES FOR THE BENEFIT OF WEST CHESTER UNIVERSITY AND ITS STUDENTS. 0 0 26295194 157818 28166299 UNIVERSITY STUDENT HOUSING, LLC ("USH") OPERATES AND MANAGES STUDENT HOUSING FACILITIES FOR 2,962 RESIDENTS FOR THE BENEFIT OF WEST CHESTER UNIVERSITY OF PENNSYLVANIA ("WCU"). USH MANAGES FIVE COMFORTABLE RESIDENT COMMUNITIES LOCATED ON THE WEST CHESTER UNIVERSITY CAMPUS. USH IS RESPONSIBLE FOR THE DAY-TO-DAY MANAGEMENT OF THE COMMUNITIES. THE RESIDENCE LIFE STAFF FOR EACH COMMUNITY HANDLES ALL STUDENT-RELATED ISSUES AND IS MANAGED BY WCU. ALL USH COMMUNITIES ARE PATROLLED AND MONITORED BY WCU PUBLIC SAFETY. EACH USH COMMUNITY FEATURES PRIVATE AND SEMI-PRIVATE AIR-CONDITIONED SUITES, AN ON-SITE FITNESS CENTER, SPACIOUS STUDENT LOUNGES AND GAME ROOMS, FREE LAUNDRY AT THE RESIDENCE HALLS, CABLE TV AND ETHERNET SERVICE, AND FULL KITCHEN AND VENDING AREAS. 26295194 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 19 0 1 91 1 0 0 0 0 0 0 0 0 0 0 X 26 26 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 PA X TERESA JOHN CFO 6104362534 202 CARTER DRIVE WEST CHESTER PA 19382 KEITH BEALE PRESIDENT 0.20 0.20 X X 0 0 0 THOMAS E MILLS IV VICE PRESIDENT 0.20 0.20 X X 0 0 0 SANDRA F MATHER SECRETARY 0.20 0.20 X X 0 0 0 CHRISTOPHER J DIGIUSEPPE TREASURER 0.20 0.20 X X 0 0 0 FRANK BRANCA TRUSTEE 0.20 0.20 X 0 0 0 MILLIE C CASSIDY TRUSTEE 0.20 0.20 X 0 0 0 COLONEL DEBORAH J CHASE TRUSTEE 0.20 0.20 X 0 0 0 KATE CIPRIANO TRUSTEE 0.20 0.20 X 0 0 0 CHERYL FULGINITI TRUSTEE 0.20 0.20 X 0 0 0 DAVID A GANSKY TRUSTEE 0.20 0.20 X 0 0 0 CARL GERSBACH TRUSTEE 0.20 0.20 X 0 0 0 JOHN A GONTARZ TRUSTEE 0.20 0.20 X 0 0 0 MAURY HOBERMAN TRUSTEE 0.20 0.20 X 0 0 0 DONALD E LEISEY TRUSTEE 0.20 0.20 X 0 0 0 EMILY JANE LEMOLE TRUSTEE 0.20 0.20 X 0 0 0 DONALD R MCILVAIN TRUSTEE 0.20 0.20 X 0 0 0 MICHAEL O'ROURKE TRUSTEE 0.20 0.20 X 0 0 0 JOHN R PANICHELLO TRUSTEE 0.20 0.20 X 0 0 0 PAULA D SHAFFNER ESQ TRUSTEE 0.20 0.20 X 0 0 0 JOHN STODDART TRUSTEE 0.20 0.20 X 0 0 0 CHRISTINE WARREN TRUSTEE 0.20 0.20 X 0 0 0 JAMES P ARGIRES TRUSTEE 0.20 0.20 X 0 0 0 J ALAN BUTCHER TRUSTEE 0.20 0.20 X 0 0 0 CHARLES A KNOTT JR TRUSTEE 0.20 0.20 X 0 0 0 MICHAEL PEICH TRUSTEE 0.20 0.20 X 0 0 0 JAMES SHINEHOUSE TRUSTEE 0.20 0.20 X 0 0 0 RICHARD T PRZYWARA EXECUTIVE DIRECTOR 36.00 4.00 X 154200 22179 31565 TERESA JOHN ASSISTANT TREASURER 20.00 20.00 X 59845 59845 42450 214045 82024 74015 1 0 1 0 WEST CHESTER UNIVERSITY 700 S HIGH STREET WEST CHESTER PA 19383 PUBLIC SAFETY, RESID LIFE, TELECOM 1274871 ARAMARK 1101 MARKET STREET PHILADELPHIA PA 19107 JANITORIAL SERVICES 1185853 HALLER ENTERPRISES INC 212 BUCKY DRIVE LITITZ PA 17543 HVAC REPLACEMENT SERVICES 406012 BRICKMAN GROUP LTD LLC 3630 SOLUTIONS CENTER CHICAGO IL 60677 LANDSCAPING SVC. 282897 REMINGTON GROUP INC 351 EAST CONESTOGA ROAD WAYNE PA 19087 PROJECT MGMT SERVICES 255523 9 STUDENT HOUSING REVENUE 531110 28166299 28166299 28166299 309252 309252 76270 44492 31778 31778 31778 CUSTODIAL SERVICES 900099 64535 64535 LINEN COMMISSIONS 900099 5239 5239 APPLICATION FEE REFUND 900099 1000 1000 1193 1193 71967 28579296 28166299 0 412997 31818 31818 126000 126000 81754 81754 1778374 1335026 443348 78618 64095 14523 264599 189850 74749 110209 81134 29075 68324 61269 7055 43198 43198 1000669 994163 6506 205285 205285 123417 123037 380 114177 114177 11667416 11667416 5253 5253 9048644 9048644 156520 156520 PUBLIC SAFETY 1062221 1062221 RESIDENCE LIFE 741279 741279 BAD DEBTS 132012 132012 SHUTTLE 81098 81098 80881 74897 5984 27001766 26295194 706572 0 1650 21604031 25517638 616863 1042735 84637 235919 201999735 38368567 166473454 163631168 14110201 7832093 3339288 2324198 206228474 200585401 6680036 4205578 670289 1270404 217424173 214894196 21243692 29971389 246018190 250341567 X -39789716 -49756166 -39789716 -49756166 206228474 200585401 X 1577530 -11543980 X 0 1 X 1 0 X X 1 WCU FOUNDATION 233054174 5 1 4586703 0 1 4586703 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 0 FORM 990, SCHEDULE A, PART IV, SECTION A, LINE 6: THE ORGANIZATION SUPPLIES HOUSING FACILITIES TO A STATE-SUPPORTED UNIVERSITY, WEST CHESTER UNIVERSITY (WCU). ITS FACILITIES ARE DORMITORIES FOR STUDENTS ATTENDING WCU. THE INFLUX OF YOUNG PEOPLE EACH YEAR STRAINS THE LOCAL POLICE FORCE, WHICH HIRES A LOCAL SECURITY FIRM TO HANDLE THE INCREASED INTERACTION BETWEEN STUDENT CITIZENS AND LAW ENFORCEMENT. THE ORGANIZATION SUPPORTS THE LOCAL BOROUGH OF POLICE BY CONTRIBUTING TO THE BOROUGH'S POLICE DEPARTMENT AS A GESTURE OF GOODWILL. THE ORGANIZATION CONSIDERS THE CONTRIBUTION TO BE AN EXTENSION OF ITS SUPPORT FOR ITS SUPPORTED ORGANIZATION, WEST CHESTER UNIVERSITY FOUNDATION AND WCU. 191633200 33426023 158207177 658697 46582 612115 9069541 4895962 4173579 638297 638297 163631168 INTEREST RATE SWAP LIABILITY 24118264 DUE TO WEST CHESTER UNIVERSITY FOUNDATION 3076008 DUE TO WEST CHESTER UNIVERSITY 2777117 29971389 X 17079808 -11543980 -11543980 28623788 -44492 -44492 28579296 27046258 44492 44492 27001766 0 27001766 PART X, LINE 2: MANAGEMENT HAS EVALUATED SUBSTANTIVE TAX POSITIONS TAKEN BY THE ORGANIZATION AS OF JUNE 30, 2015 AND 2014. A TAX POSITION IS RECOGNIZED AS A BENEFIT ONLY IF IT IS "MORE-LIKELY-THAN-NOT" THAT THE TAX POSITION WOULD BE SUSTAINED IN A TAX EXAMINATION, WITH A TAX EXAMINATION BEING PRESUMED TO OCCUR. THE AMOUNT RECOGNIZED IS THE LARGEST AMOUNT OF TAX BENEFIT THAT HAS A LIKELIHOOD OF BEING REALIZED ON EXAMINATION OF MORE THAN 50 PERCENT. FOR TAX POSITIONS NOT MEETING THE "MORE-LIKELY-THAN-NOT" TEST, NO TAX BENEFIT IS RECORDED. UNDER THE "MORE-LIKELY-THAN-NOT" THRESHOLD GUIDELINES, MANAGEMENT BELIEVES NO SIGNIFICANT UNCERTAIN TAX POSITIONS EXIST, EITHER INDIVIDUALLY OR IN THE AGGREGATE, THAT WOULD GIVE RISE TO THE NON-RECOGNITION OF AN EXISTING TAX BENEFIT. AS OF JUNE 30, 2015 AND 2014, THE ORGANIZATION HAD NO MATERIAL UNRECOGNIZED TAX BENEFITS OR LIABILITIES. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN FAIR VALUE OF INTEREST RATE SWAP LIABILITY -4,560,313. TRANSFER TO WEST CHESTER UNIVERSITY FOUNDATION -4,586,703. TRANSFER TO WEST CHESTER UNIVERSITY -2,396,964. PART XI, LINE 4B - OTHER ADJUSTMENTS: RENTAL EXPENSE -44,492. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSE 44,492. SCHEDULE D, PARTS XI, XII AND XIII: THE ORGANIZATION DID NOT PARTICIPATE IN SEPARATE, STAND-ALONE AUDITED FINANCIAL STATEMENTS. CONSOLIDATING SCHEDULES ARE LOCATED IN THE BACK OF THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS. SCHEDULE D PARTS XI, XII, AND XIII, ALTHOUGH NOT REQUIRED, HAVE BEEN PREPARED TO RECONCILE THESE CONSOLIDATING SCHEDULES TO THE FINANCIAL INFORMATION ON THIS FORM 990. 1 BOROUGH OF WEST CHESTER 401 E GAY STREET WEST CHESTER PA 19380 236002957 31818 TO FUND A SECURITY PATROL PROGRAM DURING HIGH STUDENT ACTIVITY 1 SCHOLARSHIPS 60 126000 PART I, LINE 2: WEST CHESTER BOROUGH POLICE PROVIDED TO UNIVERSITY STUDENT HOUSING A COPY OF THE CONTRACT WITH THE SECURITY FIRM ENGAGED TO PROVIDE SECURITY PATROLS WITHIN THE BOROUGH. AT THE END OF THE SCHOOL YEAR THE BOROUGH PROVIDED AN ANNUAL REPORT TO UNIVERSITY STUDENT HOUSING REGARDING THE EFFECTIVENESS OF PATROL AND WHETHER PREDEFINED OBJECTIVES WERE MET. WHEN A STUDENT IS AWARDED A HOUSING SCHOLARSHIP, THE FOLLOWING PROCEDURES ARE USED: -WCU FINANCIAL AID OFFICE SELECTS THE AWARD RECIPIENTS AND AMOUNTS AWARDED -AID IS AWARDED IN THE AMOUNT OF $1,000 TO $3,000 TO BE APPLIED TOWARDS THE FALL AND/OR SPRING HOUSING BILL FOR USH --A USH SCHOLARSHIP IS $2,000 WITH $1,000 TO BE APPLIED TO EACH SEMESTER. --STUDENTS WITH SIGNIFICANT NEED, AS DETERMINED BY WCU FINANCIAL AID OFFICE, WILL BE AWARDED $3,000, WITH $2,000 FOR THE FALL AND $1,000 FOR THE SPRING. -WCU FINANCIAL AID OFFICE COMMUNICATES WITH THE USH LEASING DIRECTOR ON A WEEKLY BASIS REGARDING STUDENTS WHO HAVE RECEIVED AID. -THE USH LEASING DIRECTOR PROVIDES CONFIRMATION TO WCU FINANCIAL AID OFFICE AND THE USH RESIDENTS ACCOUNTS OFFICE THAT STUDENTS HAVE COMPLETED AN APPLICATION TO RESIDE IN A USH COMMUNITY. -THE USH RESIDENT ACCOUNTS OFFICE IMMEDIATELY APPLIES THE CREDIT TO THE RESIDENT'S USH ACCOUNT. X 1 1 0 0 0 1 1 0 0 0 0 RICHARD T PRZYWARA EXECUTIVE DIRECTOR 134340 14927 19860 7252 0 0 13458 1495 15437 1175 183095 24849 0 0 TERESA JOHN ASSISTANT TREASURER 59845 59845 0 0 0 0 5720 5720 15505 15505 81070 81070 0 0 PART I, LINE 1A RICH PRZYWARA, THE EXECUTIVE DIRECTOR, RECEIVED A GOLF CLUB MEMBERSHIP THAT WAS INCLUDED ON HIS 2016 W-2 AS TAXABLE COMPENSATION. PART I, LINE 3 COMPENSATION FOR OFFICERS IS DETERMINED BY A RELATED ORGANIZATION, WEST CHESTER UNIVERSITY FOUNDATION. METHODS INCLUDE THE USE OF A COMPENSATION COMMITTEE, FORMS 990 OF OTHER ORGANIZATIONS, COMPENSATION SURVEYS OR STUDIES, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. PART I, LINE 5 THE EXECUTIVE DIRECTOR'S CONTRACT PROVIDES FOR THE FOLLOWING BONUSES: 1. ANNUAL BONUS BASED ON THE AMOUNT OF GIFT INCOME RECEIVED ABOVE THE ESTABLISHED TOTAL FUNDRAISING GOAL FOR EACH YEAR. 2. ANNUAL BONUS BASED ON THE OCCUPANCY RESULTS FOR UNIVERSITY STUDENT HOUSING-OWNED RESIDENCE HALLS. 3. BONUS AT THE COMPLETION OF A HOUSING CONSTRUCTION PROJECT IF THE CERTIFICATE OF OCCUPANCY IS RECEIVED PRIOR TO THE SCHEDULED STUDENT MOVE-IN DAY. A CHESTER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 232667137 2013-09-05 39535000 SEE PART VI 0 0 0 B CHESTER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 232667137 16559PAY1 2015-01-28 28000000 SEE PART VI 0 0 0 C CHESTER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 232667137 16559PAT2 2013-03-05 58599809 SEE PART VI 0 0 0 D CHESTER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 232667137 2012-08-28 22000000 SEE PART VI 0 0 0 A 605000 39535000 662736 38872264 2004 1 0 1 1 B 28000000 28000000 2014 1 0 1 1 C 28000000 58599809 1867500 3449067 996281 48391664 3895297 2014 0 0 0 1 D 885151 20530045 237002 18904828 1388215 2013 1 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 C 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 D 0 1 1 1 0 0.01070 0.00000 0.01070 0 0 1 A 0 1 0 0 0 0 0 0 1 B 0 1 0 0 0 0 0 0 1 C 0 1 0 0 0 0 1 NATIXIS FUNDING CORP 1.900000000000 1 1 1 D 0 1 0 0 0 0 0 0 1 A 1 B 1 C 1 D 1 SCHEDULE K SUPPLENTAL INFORMATION PART I, COLUMN (F): BOND A: CURRENT REFUNDING OF BONDS ISSUED AUGUST 5, 2009. BOND B: CURRENT REFUNDING OF BONDS ISSUED MARCH 5, 2013. BOND C: BUILDING PROJECTS BOND D: CURRENT REFUNDING, BUILDING PROJECTS PART II, LINE 11: ALL PROCEEDS OF BONDS A WERE APPLIED TO REFUND THE 2003, 2008, AND 2009 BONDS. BOND C: BONDS WERE ISSUED ON MARCH 5, 2013. AS OF JUNE 30, 2015, THERE WAS 6.65% OF PROCEEDS REMAINING IN THE AMOUNT OF $3,895,297. BOND D: PART II, LINE 3: THESE BONDS WERE ISSUED AS A "DRAWDOWN" LOAN, AND THE AMOUNT REPORTED ON PART II, LINE 3, IS THE FINAL CUMULATIVE AMOUNT ACTUALLY DRAWN PENDING PROJECT COMPLETION. THE ISSUE PRICE REPORTED ON PART I, ROW D, WHICH IS THE SAME AS THE ISSUE PRICE REPORTED ON THE FORM 8038 FOR THESE BONDS, IS THE MAXIMUM AMOUNT THAT WAS AVAILABLE TO BE DRAWN AT THE TIME THE BONDS WERE ISSUED. FORM SCHEDULE K: BOND A(2): PART I, COLUMN (C): NEW BOND ISSUE HAD TWO SERIES: CUSIP #16559PAW5 AND 16559PAX3. BOND A(2): PART I, COLUMN (F): CURRENT REFUNDING OF BONDS ISSUED FEBRUARY 1, 2012. A CHESTER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 232667137 16559PAW5 2014-11-03 96938953 SEE PART VI 0 0 0 A 96938953 838953 96100000 2009 1 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 A 0 1 0 0 1 0 1 CITIGROUP FINANCIAL 10.000000000000 1 0 1 A 1 FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE IS COMPOSED OF THE OFFICERS OF UNIVERSITY STUDENT HOUSING, THE PRESIDENT OF WEST CHESTER UNIVERSITY (WCU), THE VICE PRESIDENT FOR ADVANCEMENT OF WCU, THE VICE PRESIDENT FOR ADMINISTRATION AND FINANCE, AND THE EXECUTIVE DIRECTOR OF WCU FOUNDATION. THE EXECUTIVE COMMITTEE IS AUTHORIZED TO ACT FOR THE BOARD BETWEEN ITS REGULAR MEETINGS. THE EXECUTIVE COMMITTEE HAS AND MAY EXERCISE ALL OF THE POWERS AND AUTHORITY OF THE BOARD IN THE MANAGEMENT OF UNIVERSITY STUDENT HOUSING, LLC. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF UNIVERSITY STUDENT HOUSING, LLC IS THE WEST CHESTER UNIVERSITY FOUNDATION, A TAX-EXEMPT ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD CONSISTS OF SIX EX-OFFICIO MEMBERS AND TWENTY-SIX OTHER MEMBERS, WHO ARE DIVIDED INTO THREE APPROXIMATELY EQUAL CLASSES. WITH RESPECT TO CLASS MANAGERS, THE TERM OF OFFICE OF ONE CLASS EXPIRES EACH YEAR. EACH CLASS IS ELECTED BY THE BOARD FOR TERMS OF THREE YEARS. EACH MANAGER, EXCLUDING EX-OFFICIO MANAGERS, IS ENTITLED TO ONE VOTE. MANAGERS WHO ARE UNIVERSITY EMPLOYEES ARE NOT ENTITLED TO VOTE AT ANY MEEETING OF THE BOARD, INCLUDING COMMITTEE MEETINGS. THE ORGANIZATION'S BOARD OF DIRECTORS IS IDENTICAL TO ITS SUPPORTED ORGANIZATION'S BOARD OF DIRECTORS, WEST CHESTER UNIVERSITY FOUNDATION. FORM 990, PART VI, SECTION A, LINE 7B THE ORGANIZATION'S SOLE MEMBER, WEST CHESTER UNIVERSITY FOUNDATION, HAS CERTAIN RIGHTS, INCLUDING THE FOLLOWING: 1) THE ORGANIZATION MAY BE DISSOLVED UPON THE DECISION OF THE SOLE MEMBER. 2) THE ORGANIZATION'S OPERATING AGREEMENT SHALL NOT BE AMENDED WITHOUT THE CONSENT OF THE SOLE MEMBER. FORM 990, PART VI, SECTION B, LINE 11 THE CHIEF FINANCIAL OFFICER REVIEWS THE 990 DRAFT IN DETAIL AND CHANGES ARE SENT TO THE TAX PREPARER. ONCE THE FINAL 990 HAS BEEN APPROVED BY THE CHIEF FINANCIAL OFFICER, THE DRAFT 990 IS PROVIDED TO EACH MANAGER FOR REVIEW AND COMMENTS IN ADVANCE OF THE FILING DEADLINE. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY CONFLICT-OF-INTEREST FORMS ARE COMPLETED BY EACH MANAGER DISCLOSING CIRCUMSTANCES THAT MIGHT DISSUADE THEM FROM ACTING IN THE BEST INTEREST OF UNIVERSITY STUDENT HOUSING. IN ADDITION, MANAGERS SHALL MAKE PROMPT AND FULL DISCLOSURE TO THE BOARD OF A PROSPECTIVE SITUATION THAT MAY INVOLVE A CONFLICT OF INTEREST AS SOON AS THAT CONFLICT IS KNOWN. THIS DISCLOSURE SHOULD BE MADE A MATTER OF THE RECORD, EITHER THROUGH AN ANNUAL PROCEDURE OR WHEN THE INTEREST BECOMES A MATTER OF BOARD ACTION. IF A CONFLICT OF INTEREST SHOULD ARISE, THE EXECUTIVE DIRECTOR AND THE BOARD MEMBER SHOULD PROMPTLY RESOLVE THE MATTER AND THE RESOLUTION SHOULD BE RECORDED IN THE MINUTES OF THE BOARD. MANAGERS WITH CONFLICTS SHALL REMOVE THEMSELVES FROM NEGOTIATIONS, DECISIONS, DELIBERATIONS, OR VOTES INVOLVING THE CONFLICT. THIS SHALL NOT BE CONSTRUED AS PREVENTING THE MANAGER FROM STATING HIS POSITION IN THE MATTER OR FROM ANSWERING PERTINENT QUESTIONS FROM THE BOARD WHEN HIS/HER KNOWLEDGE MAY BE OF ASSISTANCE. FAMILY AND BUSINESS RELATIONSHIPS ARE EXPLICITLY MENTIONED IN THE POLICY AS SOURCES OF POTENTIAL CONFLICTS. MANAGERS AND EMPLOYEES ARE EXPECTED TO VOLUNTEER CONFLICTS OF INTEREST AS THEY ARISE TO THE EXECUTIVE DIRECTOR. THE EXECUTIVE DIRECTOR DETERMINES WHETHER A CONFLICT OF INTEREST EXISTS, AND REQUESTS THE MANAGER OR EMPLOYEE TO RECUSE HIMSELF FROM TOPICS AND VOTING ON ISSUES RELATED TO THE CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 THE EXECUTIVE DIRECTOR'S COMPENSATION IS APPROVED IN ADVANCE BY THE BOARD'S NOMINATING AND HUMAN RESOURCE COMMITTEE. PRIOR TO MAKING THE DETERMINATION THE COMMITTEE OBTAINS COMPENSATION DATA OF AT LEAST THREE COMPARABLE ORGANIZATIONS IN SIMILAR COMMUNITIES FOR SIMILAR SERVICE. IN ADDITION, BOARD MEMBERS ARE INVITED TO OFFER FEEDBACK TO THE COMMITTEE ON THE PERFORMANCE-BASED GOALS ESTABLISHED FOR THE POSITION. THE COMMITTEE DOCUMENTS THE BASIS FOR ITS DECISION CONCURRENTLY WITH MAKING THE DETERMINATION. COMPENSATION IS DEFINED IN THE EXECUTIVE DIRECTOR'S THREE-YEAR EMPLOYMENT CONTRACT. IN DECEMBER 2012 A THREE-YEAR CONTRACT WAS EXECUTED FOR THE PERIOD JULY 1, 2013 THROUGH JUNE 30, 2016. THE CHIEF FINANCIAL OFFICER'S COMPENSATION IS APPROVED IN ADVANCE BY THE BOARD'S NOMINATING AND HUMAN RESOURCE COMMITTEE. PRIOR TO MAKING THE DETERMINATION THE COMMITTEE OBTAINS COMPENSATION DATA OF AT LEAST THREE COMPARABLE ORGANIZATIONS IN SIMILAR COMMUNITIES FOR SIMILAR SERVICE. IN ADDITION, BOARD MEMBERS ARE INVITED TO OFFER FEEDBACK TO THE COMMITTEE ON THE PERFORMANCE OF THE CHIEF FINANCIAL OFFICER. THE COMMITTEE DOCUMENTS THE BASIS FOR ITS DECISION CONCURRENTLY WITH MAKING THE DETERMINATION. COMPENSATION IS DETERMINED ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: CHANGE IN FAIR VALUE OF INTEREST RATE SWAP LIABILITY -4,560,313. TRANSFER TO WEST CHESTER UNIVERSITY FOUNDATION -4,586,703. TRANSFER TO WEST CHESTER UNIVERSITY -2,396,964. WEST CHESTER UNIVERSITY FOUNDATION 202 CARTER DRIVE WEST CHESTER PA 19382 233054174 SUPPORT FOR WEST CHESTER UNIVERSITY OF PENNSYLVANIA PA 501(C)(3) LINE 5 N/A 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1