2025-05-15T17:30:25-05:00 2024-06-30 390859910 BAKER TILLY ADVISORY GROUP LP 500 MIDLAND COURT PO BOX 8130 JANESVILLE WI 535478130 990 2023-07-01 363197918 MERCYHEALTH DEVELOPMENT FOUNDATION INC MERC 8159715000 8201 E RIVERSIDE BLVD ROCKFORD IL 61114 JAVON BEA PRESIDENT/CEO 8159715000 2025-05-15 1 1 TROY MARINE CPA P00187863 6087525835 2025-05-15 2023 2025-03-06 01:10:19Z JAVON BEA 8201 E RIVERSIDE BLVD ROCKFORD IL 61114 67679080 0 X HTTPS://MERCYHEALTHSYSTEM.ORG/PROGRAM/FOUNDATION/ X 1982 IL THE MISSION OF MERCYHEALTH DEVELOPMENT FOUNDATION, INC. IS "EXCEPTIONAL HEALTH CARE SERVICES WITH A PASSION FOR MAKING LIVES BETTER". WITH A VISION OF QUALITY - EXCELLENCE IN PATIENT CARE, SERVICE - EXCEPTIONAL PATIENT AND CUSTOMER CARE, PARTNERING - BEST PLACE TO WORK AND - COST-EFFECTIVE CARE AND A COMMITMENT TO THE VALUES OF HEALING IN THE BROADEST SENSE, PATIENTS COME FIRST, TREAT EACH OTHER LIKE FAMILY AND ALWAYS SEEK EXCELLENCE. THE MERCYHEALTH DEVELOPMENT FOUNDATION, INC. ASSISTS IN THIS MISSION BY USING ITS RESOURCES TO SUPPORT ALL AFFILIATED ENTITIES TO HELP THEM FULFILL THEIR COMMITMENT TO THIS MISSION. 12 10 0 43 0 0 1728766 1523344 0 0 512662 7466291 -72133 -73569 2169295 8916066 1020816 1648055 0 0 226885 175532 0 0 154584 112278 255792 1359979 2079379 809316 6836687 43337005 50745703 575709 2906101 42761296 47839602 X THE MISSION OF MERCYHEALTH DEVELOPMENT FOUNDATION, INC. IS "EXCEPTIONAL HEALTH CARE SERVICES WITH A PASSION FOR MAKING LIVES BETTER". WITH A VISION OF QUALITY - EXCELLENCE IN PATIENT CARE, SERVICE - EXCEPTIONAL PATIENT AND CUSTOMER CARE, PARTNERING - BEST PLACE TO WORK AND - COST-EFFECTIVE CARE AND A COMMITMENT TO THE VALUES OF: HEALING IN THE BROADEST SENSE, PATIENTS COME FIRST, TREAT EACH OTHER LIKE FAMILY AND ALWAYS SEEK EXCELLENCE. THE MERCYHEALTH DEVELOPMENT FOUNDATION, INC. ASSISTS IN THIS MISSION BY USING ITS RESOURCES TO SUPPORT ALL AFFILIATED ENTITIES TO HELP THEM FULFILL THEIR COMMITMENT TO THIS MISSION. 0 0 155854 155854 MERCYHEALTH DEVELOPMENT FOUNDATION, INC. (MHDF) IS A NOT-FOR-PROFIT CHARITABLE INSTITUTION THAT FUNCTIONS IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. IN THE COURSE OF ITS OPERATIONS, MHDF IS COMMITTED TO PROVIDING SUPERIOR CARE BY USING ITS RESOURCES TO SUPPORT ALL THE AFFILIATES FOR MHC. IN FY2024 ENDOWMENTS AND RESTRICTED FUNDS PROVIDED EDUCATION AND TRAINING FOR EMPLOYEES THROUGHOUT THE HEALTH SYSTEM INCLUDING TRAINING AND CONFERENCES FOR HOSPITALISTS. IN ADDITION, RESTRICTED GIFTS AND ENDOWMENTS HELPED FUND PATIENT EXPENSES FOR INDIGENT INDIVIDUALS, TRANSPORTATION FOR CANCER PATIENTS UNDERGOING TREATMENT, AND EQUIPMENT AND SUPPLIES NEEDED IN THE NICU, AND EQUIPMENT THROUGHOUT THE SYSTEM. DONATIONS FROM THE AUXILIARY ASSISTED WITH THE OPERATIONS OF THE RONALD MCDONALD CARE MOBILE, NURSING SCHOLARSHIPS FOR MINORITY STUDENTS, PET THERAPY, RADIOLOGY SCHOOL ASSISTANCE, NEW TREADMILLS FOR CARDIOLOGY REHAB AND VARIOUS IMPROVEMENT PROJECTS. 1400301 1400301 THROUGH CHARITABLE CONTRIBUTIONS, THE FOUNDATION SUPPORTS THE RONALD MCDONALD CARE MOBILE STAFFED AND OPERATED BY MERCYHEALTH EMPLOYEES, WHICH PROVIDES FREE MEDICAL CARE TO UNINSURED AND UNDERINSURED CHILDREN AT MORE THAN 15 DIFFERENT SITES IN NORTHERN ILLINOIS AND SOUTHERN WISCONSIN. THE CARE MOBILE VISITS INCLUDE VACCINATIONS, MEDICAL DIAGNOSES, AND TREATMENT TO AVOID AN EMERGENCY ROOM VISIT. AN ANNUAL CHARITY BALL FUNDRAISER BENEFITS THE HOUSE OF MERCY: A HOMELESS SHELTER IN JANESVILLE. IN FY2024 THE HOUSE OF MERCY PROVIDED 10,134 SHELTER NIGHTS. A TOTAL OF 298 INDIVIDUALS (189 ADULTS AND 109 CHILDREN) WERE SERVED. OTHER FUNDRAISERS FOR THE HOUSE OF MERCY INCLUDE BOOK SALES, THE HOLIDAY ADOPT-A-FAMILY FUNDRAISER AND CONTRIBUTIONS FOR JEANS DAYS.EMS SCHOLARSHIPS AND IMAGING SCHOLARSHIPS WERE GIVIEN TO INDIVIDUALS. 91900 91900 IN FISCAL 2024, MHDF RAISED FUNDS FOR THE PARTNER CRISIS FUND THAT ASSISTS EMPLOYEES OF MHC AFFILIATES. THE CRISIS FUND AIDS EMPLOYEES WHO HAVE EXPERIENCED A CRISIS SUCH AS A FLOOD OR FIRE IN THEIR HOME OR A SEVERE ILLNESS, INJURY OR DEATH OF A SPOUSE OR CHILD.MERCYHEALTH DEVELOPMENT FOUNDATION, INC. PROVIDED FUNDING ASSISTANCE FOR PATIENT CARE EXAMS AND THERAPIES, CLASSES, AND EQUIPMENT AS WELL AS PROVIDED INDIGENT INDIVIDUALS AND FAMILIES WITH FINANCIAL ASSISTANCE. DONATIONS WERE ALSO USED TO ASSIST MERCYHEALTH AT HOME, A RELATED ORGANIZATION, IN CARING FOR THE ELDERLY, THE HOMEBOUND, THE RECOVERING AND THOSE FACING END OF LIFE. IN FY24, 18 INDIVIDUALS BENEFITED FROM DONATIONS PROVIDED FOR THE AUTISM SUPPORT PROGRAM. 122820 OTHER FINANCIAL SUPPORT IS ANNUALLY PROVIDED TO ONCOLOGY PATIENTS; DIALYSIS PATIENTS; NICU FAMILIES AND EMS STUDENTS. 122820 1770875 1 1 0 0 0 0 0 0 0 1 0 0 0 1 1 0 0 1 0 0 0 0 0 0 1 1 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 12 0 1 0 0 0 0 0 0 1 1 0 0 0 0 0 0 X 12 10 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 0 0 0 IL WI X JOE MALAS 8159716738 8201 E RIVERSIDE BLVD ROCKFORD IL 61114 TODD ANDERSON VP/CFO (TERM 01/2025) 1.00 62.00 X 0 890535 87531 MARK L GOELZER MD DIRECTOR/PHYSICIAN 1.00 45.00 X 0 481051 33521 KIMBERLY SCACCIA VP-REVENUE CYCLE 1.00 62.00 X 0 545085 60588 JAVON R BEA PRESIDENT/CEO (SEE PAGES 41-46) 1.00 67.00 X X 0 16001686 6756093 PATRICK O'KEEFE CHAIRPERSON 3.00 0.00 X X 0 0 0 CANDY THOMPSON DIRECTOR 2.00 0.00 X 0 0 0 DEB FORTUNE DIRECTOR 3.00 0.00 X 0 0 0 DR MARYANNE MILLER DIRECTOR 1.00 0.00 X 0 0 0 ERIC THORNBURG DIRECTOR 1.00 0.00 X 0 0 0 KATHY WEBER DIRECTOR 1.00 0.00 X 0 0 0 MARC BARBEAU DIRECTOR 1.00 0.00 X 0 0 0 MITCHELL SHELEY DIRECTOR 1.00 0.00 X 0 0 0 ASHLIE MYERS DIRECTOR 1.00 0.00 X 0 0 0 JIM WOLFE DIRECTOR 1.00 0.00 X 0 0 0 0 17918357 6937733 0 0 1 0 0 336943 80000 1106401 1523344 675317 675317 65460050 58669076 6790974 6790974 6790974 0 336943 93898 -93898 -93898 20267 40 20227 20227 MISCELLANEOUS REVENUE 900099 102 102 102 8916066 0 0 7392722 1616524 1616524 31531 31531 153257 56803 62372 34082 9916 3966 3570 2380 12359 4944 4449 2966 27626 27626 23035 6135 1922 14978 5821 5682 139 15718 13425 178 2115 6853 4682 2171 42394 17018 125 25251 FUNDRAISING EXPENSES 72892 370 325 72197 OTHER EXPENSES 52784 1819 50476 489 MEMBERSHIP & DUES 6268 5943 325 MINOR EQUIPMENT 2401 2033 242 126 2079379 1770875 153920 154584 2326096 3281608 2427331 2670091 26283629 29736078 12299949 15057926 43337005 50745703 63146 67053 512563 2839048 575709 2906101 X 20786611 23535540 21974685 24304062 42761296 47839602 43337005 50745703 6836687 -4523543 2765162 0 X X 0 1 X 1 1 1 X X 4 JAVON BEA HOSPITAL 362167847 3 1 583861 0 MH VISITING NURSES ASSOCIATION INC 362167945 10 1 3427 0 ROCKFORD HEALTH PHYSICIANS 363907436 3 1 17758 0 MERCY HEALTH SYSTEM CORPORATION 390816848 3 1 578960 0 4 1184006 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 PART IV, SECTION B, LINE 1: THE BYLAWS OF MERCYHEALTH DEVELOPMENT FOUNDATION INC. (FOUNDATION) PROVIDE THAT MERCY HEALTH CORPORATION (MHC) IS THE SOLE CORPORATE MEMBER OF THE FOUNDATION. MHC IS ALSO THE SOLE CORPORATE MEMBER OF EACH OF THE SUPPORTED ORGANIZATIONS AND HAS THE POWER TO APPOINT EACH MEMBER OF THE RESPECTIVE BOARD OF DIRECTORS. PURSUANT TO A WRITTEN DETERMINATION FROM THE INTERNAL REVENUE SERVICE, THE FOUNDATION IS OPERATED, SUPERVISED, OR CONTROLLED BY THE SUPPORTED ORGANIZATIONS, AND THUS THE FOUNDATION IS A TYPE I SUPPORTING ORGANIZATION. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 5991444 1465196 621833 6834807 3475582 2521133 2671 2600 5991444 3815242 -306868 32412 380 3475582 3185108 200 677188 46915 339 3815242 2931724 37162 222483 5839 422 3185108 0.37720 0.33150 0.29130 0 0 0 INTEREST IN BENEFICIAL TRUST 13729407 DUE FROM JAVON BEA HOSPITAL 1328493 DUE FROM MERCY HARVARD HOSPITAL 26 15057926 OTHER PAYABLES 11579 DUE TO MERCY HEALTH SYSTEM CORPORATION 768133 DUE TO MERCY ASSISTED CARE 2769 DUE TO MERCY CRYSTAL LAKE HOSPITAL 5682 DUE TO ROCKFORD HEALTH PHYSICIANS 30942 DUE TO MERCY HEALTH CORPORATION 2019795 DUE TO MERCY HEALTH VISITING NURSES ASSOCIATION 148 2839048 PART V, LINE 4: FUNDS WERE USED TO PROVIDE A LECTURE SERIES, FOR CONTINUING EDUCATION FOR EMPLOYEES WANTING TO IMPROVE THEIR CREDENTIALS OR TO FOCUS ON A NEW SKILL OR SOME TECHNOLOGY NOT CURRENTLY AVAILABLE IN THE ROCKFORD COMMUNITY. THERE WERE ALSO MISCELLANEOUS PROJECTS DESIGNATED BY THE FOUNDATION BOARD IN ACCORDANCE WITH THE SPECIFIC ENDOWMENT. ALL FUNDS WERE EXPENDED PER THE SPECIFIC DIRECTION OF EACH ENDOWMENT. CHARITY BALL 288205 288205 20467 2750 29917 6550 9815 GOLF OUTING 41922 41922 780 11699 7427 1598 1 6816 6816 1341 1500 54 336943 336943 21247 14449 38685 8050 11467 93898 -93898 20267 40 0 20267 40 40 20227 WI 1 0 0 0 0.00000 1.00000 JENNIFER JOHNS 903 MINERAL PT AVE JANESVILLE WI 53548 0 0 1 JAVON BEA HOSPITAL 8201 E RIVERSIDE BLVD ROCKFORD IL 61114 362167847 501(C)(3) 583861 0 RONALD MCDONALD CAREMOBILE, PARTNER CRISIS FUND & OTHER RESTRICTED DONATIONS ROCKFORD HEALTH PHYSICIANS 8201 E RIVERSIDE BLVD ROCKFORD IL 61114 363907436 501(C)(3) 17758 0 FREE CLINIC REIMB - INDIGENT ASSISTANCE MERCYHEALTH VISITING NURSES ASSOCIATION INC 8201 E RIVERSIDE BLVD ROCKFORD IL 61114 362167945 501(C)(3) 3427 0 HOSPICE, VNA EXPENSES, OTHER GRANTS, NURSING SCHOLARSHIPS, PATIENT EXPENSES, PARTNER CRISIS MERCY HEALTH SYSTEM CORPORATION PO BOX 5003-1000 MINERAL POINT AVE JANESVILLE WI 535475003 390816848 501(C)(3) 578960 0 HOUSE OF MERCY, CARDIAC REHABILITATION, ONCOLOGY, SKILLED NURSING RESIDENTS FOOD SERVICE, AUTISM SUPPORT MERCY ASSISTED CARE 901 MINERAL POINT AVE JANESVILLE WI 53548 391035110 501(C)(3) 4431 0 HOUSE OF MERCY, CARDIAC REHABILITATION, ONCOLOGY, SKILLED NURSING RESIDENTS FOOD SERVICE, AUTISM SUPPORT 5 AUXILIARY SCHOLARSHIPS FOR INDIVIDUALS NEEDING ASSISTANCE TO ATTEND COLLEGE OR CERTIFICATION PROGRAMS 10 19000 FINANCIAL ASSISTANCE FOR EMPLOYEES DEALING WITH A CRISIS 18 12531 PART I, LINE 2: CONTRIBUTIONS ARE MADE ONLY TO RECOGNIZED CHARITIES FOR WHICH GOOD FAITH REGARDING FUND USE HAS BEEN ESTABLISHED. THE CONTRIBUTION IS ONLY FOR THE AMOUNT OF THE APPEAL AND FOR A SPECIFIED NEED. 0 1 0 0 0 0 0 0 0 TODD ANDERSON VP/CFO (TERM 01/2025) 0 583582 0 298099 0 8854 0 49833 0 37698 0 978066 0 0 MARK L GOELZER MD DIRECTOR/PHYSICIAN 0 246712 0 227923 0 6416 0 15657 0 17864 0 514572 0 0 KIMBERLY SCACCIA VP-REVENUE CYCLE 0 364549 0 174918 0 5618 0 28911 0 31677 0 605673 0 0 JAVON R BEA PRESIDENT/CEO (SEE PAGES 41-46) 0 1816003 0 0 0 14185683 0 6738431 0 17662 0 22757779 0 12669012 PART I, LINE 3 THE CEO IS PAID FROM A RELATED ORGANIZATION, MERCY HEALTH SYSTEM CORPORATION (MHSC). MHSC USES THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THE CEO: COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, FORM 990 OF OTHER ORGANIZATION, WRITTEN EMPLOYMENT CONTRACT, COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. THE MHSC COMPENSATION COMMITTEE IS COMPRISED OF THE BOARD CHAIRPERSON, VICE CHAIR, AND SECRETARY/TREASURER. THE COMPENSATION COMMITTEE IS ASSISTED BY INDEPENDENT LEGAL COUNSEL AND AN INDEPENDENT COMPENSATION CONSULTANT. THE COMPENSATION COMMITTEE, LEGAL COUNSEL, AND THE COMPENSATION CONSULTANT MEET THROUGHOUT THE YEAR AND REPORT DIRECTLY TO THE FULL BOARD OF DIRECTORS ANNUALLY. THIS PROCESS WAS COMPLETED FOR 2023. PART I, LINE 4B INCENTIVE PLAN DISTRIBUTION: JAVON R. BEA - $8,510,830 PART II, LINE 1: JAVON R. BEA DEFERRED COMPENSATION PAYMENT MR. BEA HAS BEEN EMPLOYED BY MHSC AS PRESIDENT AND CEO OVER THE PAST 36 YEARS. DURING THIS TIME, MR. BEA HAS LED AN INCREDIBLE TRANSFORMATION TAKING A SMALL, SINGLE, STAND-ALONE COMMUNITY HOSPITAL AND CREATING A VERTICALLY INTEGRATED HEALTH SYSTEM WITH 89 FACILITIES IN 50 COMMUNITIES THROUGHOUT SOUTHERN WISCONSIN AND NORTHERN ILLINOIS, INCREASING GROSS REVENUE FROM $33 MILLION TO OVER $4.1 BILLION IN FY2024. THIS HAS ALLOWED THE HEALTH SYSTEM TO GO FROM SERVING 89,000 PATIENTS IN 1989 TO OVER 1.9 MILLION PATIENTS TODAY WORKING TOGETHER WITH OVER 7,500+ PARTNERS IN HEALTH CARE AND OVER 800 EMPLOYED PHYSICIANS. TODAY, MHSC HAS BECOME THE LARGEST EMPLOYER IN SOUTHERN WISCONSIN AND NORTHERN ILLINOIS. THIS GROWTH CAN BE ATTRIBUTED TO MR. BEA'S VISIONARY LEADERSHIP. LEADERSHIP THAT OVER THE YEARS HAS LED TO MHSC RECEIVING NUMEROUS NATIONAL RECOGNIZED AWARDS INCLUDING BEING NAMED THE FIRST FULLY INTEGRATED HEALTH SYSTEM TO RECEIVE THE MALCOLM BALDRIGE NATIONAL QUALITY AWARD FROM THE PRESIDENT OF THE UNITED STATES IN THE OVAL OFFICE, THE MAGNET RECOGNITION AWARD, BEING RANKED #1 AND #2 ON AARP'S TOP 100 BEST PLACES TO WORK FOR WORKERS OVER 50, AND BEING RANKED IN THE TOP 25 ON THE TOP 100 INTEGRATED HEALTHCARE NETWORKS LIST BY MODERN HEALTHCARE. THE TURNAROUND OF MHSC IMPLEMENTED BY MR. BEA IS UNPARALLELED. BY PIONEERING A "PARTNERSHIP MODEL" OF COMPENSATION AND DESIGNING A CUSTOM CULTURE OF EXCELLENCE, MR. BEA IS VITAL TO THE DECADES-LONG AND CONTINUING GROWTH AT MHSC. THIS SUCCESS HAS MADE MR. BEA A HIGHLY SOUGHT AFTER SPEAKER AND CONSULTANT AS HE IS NOW WELL-RENOWNED FOR HIS INNOVATIONS IN THE AREAS OF INTEGRATED HEALTHCARE AND PHYSICIAN PARTNERSHIP MODELS. THE TREMENDOUS SUCCESS OF MHSC UNDER THE LEADERSHIP OF MR. BEA HAS ALLOWED HIM TO RECEIVE PAYOUTS FROM A DEFERRED COMPENSATION PACKAGE WHICH MHSC HAS BEEN PAYING INTO OVER MANY YEARS. THESE PAYMENTS ONLY BECAME PAYABLE IF MHSC ATTAINED CERTAIN DEFINED FINANCIAL AND STRATEGIC GOALS AND THE AMOUNTS ARE AT RISK EVERY SINGLE YEAR. AS INDICATED ABOVE, MANY OF THESE GOALS WERE ACHIEVED WITHIN THE PAST FEW YEARS RESULTING IN A RELEASE OF THESE DEFERRED PAYMENTS WHICH IMPACTED MR. BEA'S COMPENSATION REPORTING. THE SETTING OF THESE GOALS WERE LAID OUT BY THE BOARD OF DIRECTORS IN COOPERATION WITH NATIONALLY RECOGNIZED COMPENSATION ATTORNEYS AND CONSULTANTS TO MAKE SURE ALL FACTORS WERE TAKEN INTO CONSIDERATION. MR. BEA'S COMPENSATION HAS ALSO BEEN SCRUTINIZED BY NUMEROUS OUTSIDE ORGANIZATIONS AND MOST IMPORTANTLY, THE INTERNAL REVENUE SERVICE; AND HAS PASSED INSPECTION IN EACH CASE. TOTAL COMPENSATION IS APPROVED ANNUALLY BY THE BOARD OF DIRECTORS OF MHSC. FORM 990, PART VI, SECTION A, LINE 1A THE MHDF OR FOUNDATION BOARD OF DIRECTORS SHALL BE ASSISTED THROUGH THE WORK OF VARIOUS STANDING AND SPECIAL COMMITTEES. EACH COMMITTEE SHALL HAVE A CHARTER, WHICH MUST BE APPROVED BY THE BOARD OF DIRECTORS AND WHICH SHALL SPECIFY THE COMPOSITION OF THE COMMITTEE (INCLUDING QUALIFICATIONS OF COMMITTEE MEMBERS, IF ANY), AND THE AUTHORITY AND RESPONSIBILITIES OF THE COMMITTEE. EXCEPT AS SPECIFICALLY DETERMINED BY THE BOARD OF DIRECTORS, COMMITTEES SHALL ACCOUNT DIRECTLY TO THE BOARD OF DIRECTORS THROUGH REGULAR REPORTING AT SUCH TIME AND IN SUCH FORMAT AS MAY BE DETERMINED BY THE BOARD. TO THE EXTENT PROVIDED BY ITS CHARTER, A STANDING COMMITTEE MAY BE GRANTED THE AUTHORITY TO EXERCISE THE POWER OF THE BOARD BETWEEN BOARD MEETINGS, EXCEPT THAT NO COMMITTEE SHALL TAKE ANY OF THE FOLLOWING ACTIONS: (A) ADOPT A PLAN FOR DISTRIBUTION OF THE ASSETS OR DISSOLUTION OF THE FOUNDATION; (B) FILL VACANCIES ON THE BOARD OR ANY COMMITTEE THEREOF; (C) ELECT, APPOINT OR REMOVE ANY DIRECTOR, OFFICER OR COMMITTEE MEMBER, OR FIX THE COMPENSATION OF ANY COMMITTEE MEMBER; (D) AMEND OR REPEAL THE ARTICLES OF INCORPORATION OR THE BYLAWS; (E) ADOPT A PLAN OF MERGER OR CONSOLIDATION, OR AUTHORIZE THE SALE, LEASE, EXCHANGE OR MORTGAGE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OR ASSETS OF THE FOUNDATION; OR (F) AMEND, ALTER, REPEAL OR TAKE ACTION INCONSISTENT WITH ANY RESOLUTION OR ACTION OF THE BOARD IF, BY ITS TERMS, SUCH RESOLUTION OR ACTION PROVIDES THAT IT SHALL NOT BE AMENDED, ALTERED OR REPEALED BY A COMMITTEE. FORM 990, PART VI, SECTION A, LINE 6 MERCY HEALTH CORPORATION (MHC) IS THE SOLE CORPORATE MEMBER OF MERCYHEALTH DEVELOPMENT FOUNDATION, INC. (FOUNDATION). THE BOARD OF DIRECTORS OF THE SOLE MEMBER (THE "SOLE MEMBER BOARD") SHALL HAVE EXCLUSIVE AUTHORITY OVER THE FOLLOWING ACTIONS OF THE FOUNDATION AND, THROUGH THE FOUNDATION, ANY CORPORATION, ASSOCIATION, PARTNERSHIP, TRUST, JOINT VENTURE, OR OTHER ENTITY WHOLLY OR PARTIALLY CONTROLLED BY THE FOUNDATION (EACH A "SUBSIDIARY"), AS WELL AS OTHER ENTITIES CONTROLLED BY THE SOLE MEMBER (COLLECTIVELY, THE "SYSTEM"). UNLESS EXPRESSLY STATED TO THE CONTRARY HEREIN, THE SOLE MEMBER MAY EXERCISE SUCH POWER WITH OR WITHOUT A PRIOR ACTION OR RECOMMENDATION OF THE BOARD. (A) MAJORITY VOTE. THE FOLLOWING FOUNDATION ACTIONS MAY BE TAKEN BY A MAJORITY VOTE OF THE SOLE MEMBER BOARD: (I) ELECTION AND REMOVAL OF THE DIRECTORS OR DIRECTORS OF ANY SUBSIDIARY; (II) INITIATION OR APPROVAL OF THE FORMATION OF A NEW SUBSIDIARY, OR AN EQUITY INVESTMENT BY THE FOUNDATION OR A SUBSIDIARY IN ANY UNRELATED PERSON; (III) ADOPTION OF THE ANNUAL CONSOLIDATED OPERATING AND CAPITAL BUDGETS OF THE FOUNDATION AND ITS SUBSIDIARIES, WHICH SHALL BE CONSISTENT WITH THE STRATEGIC PLANS AND STRATEGIC CAPITAL PLANS OF THE SYSTEM; (IV) INITIATION OR APPROVAL OF UNBUDGETED OR OUT-OF-BUDGET CAPITAL EXPENDITURES BY THE FOUNDATION OR ONE OR MORE SUBSIDIARIES THAT EXCEED $500,000 AS EITHER A SINGLE ITEM OR A SERIES OF RELATED ITEMS; (V) INITIATION OR APPROVAL OF BUDGETED CAPITAL EXPENDITURES BY THE FOUNDATION OR ONE OR MORE SUBSIDIARIES EXCEEDING $1,500,000; (VI) APPROVAL OF LOCAL BANKING RELATIONSHIP OF THE FOUNDATION OR ITS SUBSIDIARIES AND THE FOUNDATION'S OR ANY SUBSIDIARY'S ENGAGEMENT OF INDEPENDENT AUDITORS; (VII) INITIATION OR APPROVAL OF LOANS OR OTHER INCURRENCE OF DEBT BY THE FOUNDATION OR ANY SUBSIDIARY EXCEEDING $500,000; (VIII) APPROVAL OF ANY ACTION THAT COULD IMPAIR THE TAX-EXEMPT STATUS OF THE FOUNDATION OR ANY SUBSIDIARY; (IX) INITIATION OR APPROVAL OF THE HIRING OR REMOVAL OF THE CHIEF EXECUTIVE OFFICER, PRESIDENT AND/OR CHIEF OPERATING OFFICER OF FOUNDATION OR ANY SUBSIDIARY; (X) ANY OTHER ACTION RESERVED TO THE FOUNDATION BY THE ARTICLES OF INCORPORATION OR BYLAWS OF A SUBSIDIARY; AND (XI) APPROVAL OF ANY AND ALL SUCH OTHER MATTERS REGARDING THE FOUNDATION AND THE CONDUCT OF ITS BUSINESS ACTIVITIES AND OWNERSHIP OF ITS ASSETS AS MAY RIGHTLY COME BEFORE THE SOLE MEMBER BOARD; (B) SUPERMAJORITY VOTE. THE FOLLOWING FOUNDATION ACTIONS MAY BE TAKEN BY A SUPERMAJORITY VOTE OF THE SOLE MEMBER BOARD (AS DEFINED IN THE SOLE MEMBER'S CORPORATE BYLAWS): (I) APPROVAL OF THE ISSUANCE OF INDEBTEDNESS EXCEEDING $5 MILLION ON BEHALF OF THE FOUNDATION OR ANY SUBSIDIARY; (II) INITIATION OR APPROVAL OF ANY ACQUISITION, MERGER, CONSOLIDATION, DISSOLUTION OR OTHER AFFILIATION OF THE FOUNDATION OR A SUBSIDIARY WITH AN UNRELATED ENTITY; (III) INITIATION OR APPROVAL OF ANY ACQUISITION, MERGER, CONSOLIDATION, DISSOLUTION, OR SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE FOUNDATION OR A SUBSIDIARY; (IV) INITIATION OR APPROVAL OF CHANGES TO THE MISSION OF THE FOUNDATION OR ANY OTHER AMENDMENT OR RESTATEMENT OF THE FOUNDATION'S ARTICLES OF INCORPORATION OR THESE BYLAWS; (V) INITIATION OR APPROVAL OF CHANGES TO THE MISSION OF A SUBSIDIARY OR ANY OTHER AMENDMENT OR RESTATEMENT OF A SUBSIDIARY'S ARTICLES OF INCORPORATION OR CORPORATE BYLAWS; (VI) INITIATION OR APPROVAL OF MATERIAL CHANGES TO THE SCOPE OF SERVICES OF FOUNDATION OR ITS SUBSIDIARIES IF SUCH CHANGES WOULD HAVE A MATERIAL NET EFFECT (I.E., AN ACTUAL OR REASONABLY FORESEEABLE VALUE OR ECONOMIC EFFECT OF AT LEAST $1,000,000) ON THE OPERATING MARGIN OF FOUNDATION OR ITS SUBSIDIARIES; AND (VII) REMOVAL OF ANY DIRECTOR OF THE FOUNDATION OR A DIRECTOR OF A SUBSIDIARY BASED UPON A FINDING OF CAUSE, AS THAT TERM IS DEFINED IN SECTION 3.5(A) OF THE BYLAWS. FORM 990, PART VI, SECTION A, LINE 7A SEE NARRATIVE FOR PART VI, LINE 6. FORM 990, PART VI, SECTION A, LINE 7B SEE NARRATIVE FOR PART VI, LINE 6. FORM 990, PART VI, SECTION B, LINE 11B MANAGEMENT REVIEWS THE FORM 990 BEFORE FILING AND IT IS AVAILABLE TO THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 12C MHC COMPLIANCE DEPARTMENT (ACTING ON BEHALF OF MHDF AND FOLLOWING GUIDELINES SET FORTH IN THE POLICY) GENERALLY SENDS OUT A COPY OF THE POLICY WITH THE CONFLICT OF INTEREST FORM INCLUDED. EMPLOYEES AND EACH BOARD MEMBER COMPLETE THE FINANCIAL INTEREST DISCLOSURE STATEMENT WHICH IS A PART OF THE POLICY THE MHC COMPLIANCE DEPARTMENT REVIEWS AND RETAINS THESE STATEMENTS. IF A CONFLICT IS IDENTIFIED, ALL AFFECTED PARTIES ARE INFORMED, POTENTIAL CONFLICTS REVIEWED AND APPROPRIATE ACTIONS ARE TAKEN AS A RESULT OF THE REVIEW. EMPLOYEES ARE USUALLY GIVEN THE POLICY AND A STATEMENT TO COMPLETE ANNUALLY AT THE BEGINNING OF THE YEAR OR AS A NEW PARTY IS HIRED OR JOINS THE MHDF BOARD. THIS PROCESS WAS LAST COMPLETED IN 2024, WHEN THE QUESTIONNAIRES WERE SENT TO ADDRESS ANY 2023 CONFLICTS IDENTIFIED. THE MHC CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. FORM 990, PART VI, SECTION C, LINE 19 NO DOCUMENTS AVAILABLE TO THE PUBLIC. FORM 990, PART XII, LINE 2C: NO CHANGE FROM PRIOR YEAR. MERCY HEALTH CORPORATION 8201 E RIVERSIDE BLVD ROCKFORD IL 61114 472158680 SUPPORT OF HEALTHCARE IL 501(C)(3) LINE 12B, II N/A 0 ROCKFORD HEALTH PHYSICIANS 8201 E RIVERSIDE BLVD ROCKFORD IL 61114 363907436 HEALTHCARE IL 501(C)(3) LINE 3 MERCY HEALTH CORPORATION 0 JAVON BEA HOSPITAL 8201 E RIVERSIDE BLVD ROCKFORD IL 61114 362167847 HEALTHCARE IL 501(C)(3) LINE 3 MERCY HEALTH CORPORATION 0 MERCYHEALTH VISITING NURSES ASSOCIATION INC 8201 E RIVERSIDE BLVD ROCKFORD IL 61114 362167945 HEALTHCARE IL 501(C)(3) LINE 10 MERCY HEALTH CORPORATION 0 MERCY HEALTH SYSTEM ASSOCIATION OF VOLUNTEERS 1000 MINERAL POINT AVE JANESVILLE WI 53548 390912682 SUPPORT OF HEALTHCARE WI 501(C)(3) LINE 12C, III-FI MERCY HEALTH SYSTEM CORPORATION 0 MERCY HEALTH SYSTEM CORPORATION 1000 MINERAL POINT AVE JANESVILLE WI 53548 390816848 HEALTHCARE WI 501(C)(3) LINE 3 MERCY HEALTH CORPORATION 0 MERCY ASSISTED CARE INC 901 MINERAL POINT JANESVILLE WI 53548 391035110 HEALTHCARE WI 501(C)(3) LINE 10 MERCY HEALTH CORPORATION 0 MERCY HARVARD HOSPITAL INC 901 GRANT STREET HARVARD IL 60033 311551871 HEALTHCARE IL 501(C)(3) LINE 3 MERCY HEALTH CORPORATION 0 MERCY CRYSTAL LAKE HOSPITAL AND MEDICAL CENTER 875 S ROUTE 31 CRYSTAL LAKE IL 60014 201673011 HEALTHCARE IL 501(C)(3) LINE 3 MERCY HEALTH CORPORATION 0 ROCKFORD HEALTH INSURANCE LTD WELLESLEY HOUSE SO 2ND FL PEMBROKE HM BD INSURANCE BD N/A C 0 JANESVILLE MEDICAL CENTER INC 1000 MINERAL POINT AVE JANESVILLE WI 53548 391520130 MANAGEMENT OF UNION EMPLOYEES WI N/A C 0 MERCYCARE INSURANCE COMPANY 580 N WASHINGTON ST JANESVILLE WI 53546 391768192 INSURANCE WI N/A C 0 MERCYCARE HMO INC - CONSOLIDATED WITH MERCYCARE INSURANCE CO 580 N WASHINGTON ST JANESVILLE WI 53546 201482553 INSURANCE WI N/A C 0 0 1 1 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0