2022-05-16T17:04:31-05:00 2021-06-30 390859910 BAKER TILLY US LLP 500 MIDLAND COURT PO BOX 8130 JANESVILLE WI 535478130 990 2020-07-01 363197918 MERCYHEALTH DEVELOPMENT FOUNDATION INC MERC 8159715000 2400 ROCKTON AVE ROCKFORD IL 61103 JAVON BEA PRESIDENT/CEO 8159715000 2022-05-16 1 JAVON BEA XXX-XX-XXXX TROY MARINE CPA P00187863 6087525835 2022-05-15 3 AAL1 IAL1 2020 2022-09-23 18:48:47Z JAVON BEA 2400 ROCKTON AVE ROCKFORD IL 61103 6531049 0 X HTTPS://MERCYHEALTHSYSTEM.ORG/PROGRAM/FOUNDATION/ X 1982 IL MERCYHEALTH DEVELOPMENT FOUNDATION, INC. HAS A MISSION TO PROVIDE ASSISTANCE TO ALL ENTITIES OF THE MERCY HEALTH SYSTEM (MHS) BY RECEIVING, MAINTAINING, AND ADMINISTERING FUNDS RECEIVED FROM THE PUBLIC AND OTHER AVAILABLE RESOURCES TO FURTHER THE EXEMPT PURPOSE OF THESE NON-PROFIT 501(C)(3) ORGANIZATIONS AND TO SUPPORT THE MHS MISSION OF "EXCEPTIONAL HEALTH CARE SERVICES WITH A PASSION FOR MAKING LIVES BETTER". 11 9 0 30 0 0 1964895 1291423 0 0 160787 633433 -66316 -22586 2059366 1902270 1261621 454715 0 0 201060 217318 0 0 59054 589043 93664 2051724 765697 7642 1136573 37967208 46926350 1790191 1860355 36177017 45065995 X THE MISSION OF MERCY HEALTH SYSTEM (MHS) 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 58446 22644 IN FY2021 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, MEALS FOR CANCER PATIENTS UNDERGOING TREATMENT AND EQUIPMENT/ITEMS NEEDED IN THE NICU THROUGHOUT THE SYSTEM. DONATIONS FROM THE AUXILIARY ASSISTED WITH CARE ON THE CARE MOBILE, NURSING SCHOLARSHIPS FOR MINORITY STUDENTS, PET THERAPY, RADIOLOGY SCHOOL ASSISTANCE, NEW TREADMILLS FOR CARDIOLOGY REHAB AND VARIOUS IMPROVEMENT PROJECTS. 263427 263427 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 12 DIFFERENT SITES IN NORTHERN ILLINOIS AND SOUTHERN WISCONSIN. THE CARE MOBILE VISITS INCLUDE VACCINATIONS, LEAD OR BLOOD SCREENINGS, MEDICAL DIAGNOSES, AND TREATMENT/CARE TO AVOID AN EMERGENCY ROOM VISIT.AN ANNUAL CHARITY BALL FUNDRAISER BENEFITS THE HOUSE OF MERCY: A HOMELESS SHELTER IN JANESVILLE. IN FY2021 THE HOUSE OF MERCY PROVIDED 7,936 SHELTER NIGHTS. A TOTAL OF 255 INDIVIDUALS (120 ADULTS AND 135 CHILDREN) WERE SERVED. OTHER FUNDRAISERS WHOSE PROCEEDS BENEFITED THE HOUSE OF MERCY INCLUDE: BOOK SALE FUNDRAISERS, JEWELRY SALE FUNDRAISERS AND JEANS DAYS. 239357 168644 THE PARTNER CRISIS FUND RAISED FUNDS IN FY21 FOR AN EMPLOYEE CRISIS FUND. THE CRISIS FUND PROVIDES ASSISTANCE TO 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/FAMILIES WITH RENT ASSISTANCE AND TRANSPORTATION COSTS (BUS TOKENS). 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. ADDITIONAL DONATIONS ARE ALSO USED TO FUND THE AUTISM SUPPORT PROGRAM, 2 INDIVIDUALS WERE ASSISTED IN FY21 THROUGH THAT PROGRAM. 561230 1 1 0 0 0 0 0 0 0 1 1 0 0 1 1 0 0 1 0 0 0 0 0 0 1 0 0 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 1 11 0 1 0 0 0 0 0 0 1 1 0 0 0 0 0 0 X 11 9 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 0 0 0 IL WI X TODD ANDERSON VP & CFO 8159716738 2400 N ROCKTON AVE ROCKFORD IL 61103 JAVON R BEA PRESIDENT & CEO (SEE PAGES 43-46) 1.00 66.00 X X 0 5057986 7074160 MARK L GOELZER MD DIRECTOR/PHYSICIAN 1.00 45.00 X 0 501965 29148 PATRICK O'KEEFE CHAIRPERSON 3.00 0.00 X X 0 0 0 W WALTER BOOTHE VICE-CHAIR 1.00 0.00 X X 0 0 0 MARC L BARBEAU DIRECTOR 1.00 0.00 X 0 0 0 JASON BREDENKAMP MD DIRECTOR (TERM 01/2021) 1.00 0.00 X 0 0 0 CHRIS CLAPPER DIRECTOR 1.00 0.00 X 0 0 0 JERE JOHNSON DIRECTOR 1.00 0.00 X 0 0 0 LISA RUDY DIRECTOR 1.00 0.00 X 0 0 0 TWILA SCHOCK DIRECTOR 1.00 0.00 X 0 0 0 ERIC THORNBERG DIRECTOR 1.00 0.00 X 0 0 0 KATHY WEBER DIRECTOR 1.00 0.00 X 0 0 0 TODD ANDERSON VICE PRESIDENT/CFO (AS OF 05/2020) 0.00 55.00 X 0 542858 18158 SHANNON DUNPHY-ALEXANDER SR EXECUTIVE DIRECTOR 1.00 56.00 X 0 313241 15917 KIMBERLY SCACCIA VP-REVENUE CYCLE (AS OF 03/2020) 1.00 40.00 X 0 299091 21962 0 6715141 7159345 0 0 1 0 0 70276 285168 5250 930729 38989 1291423 43297 43297 5196329 4606193 590136 590136 590136 0 70276 22586 -22586 -22586 1902270 0 0 610847 419864 419864 34851 34851 199475 79790 71811 47874 14059 6045 4499 3515 3784 1514 1362 908 8823 8823 33652 33652 27039 16840 5908 4291 1869 1869 10678 8469 2209 383 383 396 396 593 356 237 101 61 20 20 10130 10130 765697 561230 145413 59054 1253481 1901726 2024194 1958503 86080 86080 0 0 23093692 28970698 11595841 14095423 37967208 46926350 775792 785655 1014399 1074700 1790191 1860355 X 18904718 24672576 17272299 20393419 36177017 45065995 37967208 46926350 1136573 7752405 0 X X 0 1 X 1 1 1 X X 6 JAVON BEA HOSPITAL 362167847 3 1 330421 0 MH VISITING NURSES ASSOCIATION INC 362167945 10 1 17035 0 ROCKFORD HEALTH PHYSICIANS 363907436 3 1 18639 0 MERCY ASSISTED CARE INC 391035110 10 1 0 0 MERCY HEALTH SYSTEM CORPORATION 390816848 3 1 9697 0 MERCY HARVARD HOSPITAL 311551871 3 1 0 0 6 375792 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 (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 BOARDS 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 3185108 200 677188 46915 339 3815242 2931724 37162 222483 5839 422 3185108 2837167 3382 287205 192748 3282 2931724 2687807 2045 278141 124027 6799 2837167 2469894 11630 288013 75297 6433 2687807 0.14000 0.45000 0.41000 0 0 2779 2779 0 83301 83301 0 0 INTEREST IN BENEFICIAL TRUST 14095423 14095423 DUE TO RELATED ORGANIZATIONS 1074700 1074700 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. GOLF EVENT 41465 41465 560 8764 5099 2583 GIVE A GIFT 24809 24809 1058 1 4002 4002 3295 1227 70276 70276 560 12059 5099 4868 22586 -22586 1 JAVON BEA HOSPITAL 2400 N ROCKTON AVE ROCKFORD IL 61103 362167847 501(C)(3) 330421 RONALD MCDONALD CAREMOBILE, PARTNER CRISIS FD & OTHER RESTRICTED DONATIONS ROCKFORD HEALTH PHYSICIANS 2300 N ROCKTON AVE ROCKFORD IL 61103 363907436 501(C)(3) 18639 FREE CLINIC REIMB - INDIGENT ASSISTANCE MERCYHEALTH VISITING NURSES ASSOCIATION INC 4223 E STATE STREET ROCKFORD IL 61108 362167945 501(C)(3) 17035 HOSPICE, VNA EXPENSES, OTHER GRANTS MERCY HEALTH SYSTEM CORPORATION PO BOX 5003 - 1000 MINERAL POINT JANESVILLE WI 53547 390816848 501(C)(3) 9697 HOSPICE, NURSING SCHOLARSHIPS, PATIENT EXPENSES, PARTNER CRISIS 4 0 FINANCIAL ASSISTANCE FOR FAMILIES WITH AN AUTISTIC CHILD. 2 1770 FINANCIAL ASSISTANCE FOR EMPLOYEES DEALING WITH A CRISIS. 18 15502 FINANCIAL ASSISTANCE FOR INDIVIDUALS FOR MAMMOGRAPHY/CANCER SCREENINGS. 33 9316 AUXILIARY SCHOLARSHIPS FOR INDIVIDUALS NEEDING ASSISTANCE TO ATTEND COLLEGE OR CERTIFICATION PROGRAMS. 8 8263 PART I, LINE 2: APPLICATIONS ARE SUBMITTED TO THE HOSPITAL VERIFYING A NEED FOR FUNDS OR PRODUCTS (IE AUTOMATIC ELECTRONIC DEFIBRILLATORS-AED). A DETERMINATION IS MADE THROUGH A PREDETERMINED SCORING METHOD AS TO WHAT ORGANIZATIONS WILL BE RECIPIENTS OF THE FUNDS OR PRODUCTS. CASH 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 JAVON R BEA PRESIDENT & CEO (SEE PAGES 43-46) 0 1471858 0 0 0 3586128 0 7056412 0 17748 0 12132146 0 0 TODD ANDERSON VICE PRESIDENT/CFO (AS OF 05/2020) 0 355005 0 182313 0 5540 0 0 0 18158 0 561016 0 0 MARK L GOELZER MD DIRECTOR/PHYSICIAN 0 355312 0 142289 0 4364 0 11400 0 17748 0 531113 0 0 SHANNON DUNPHY-ALEXANDER SR EXECUTIVE DIRECTOR 0 237151 0 75861 0 229 0 11400 0 4517 0 329158 0 0 KIMBERLY SCACCIA VP-REVENUE CYCLE (AS OF 03/2020) 0 227500 0 67625 0 3966 0 0 0 21962 0 321053 0 0 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 MERCY COMPENSATION COMMITTEE OF MHSC 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 BOARD OF DIRECTORS ANNUALLY. THIS PROCESS WAS COMPLETED FOR 2020. PART I, LINE 4B INCENTIVE PLAN DISTRIBUTION: JAVON R. BEA - $2,627,335. PART II, LINE 1: JAVON R. BEA - DEFERRED COMPENSATION PAYMENT MR. BEA HAS BEEN EMPLOYED BY MHSC AS PRESIDENT AND CEO OVER THE PAST 30 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 85 FACILITIES IN 50 COMMUNITIES THROUGHOUT SOUTHERN WISCONSIN AND NORTHERN ILLINOIS, INCREASING GROSS REVENUE FROM $33 MILLION TO OVER $3.3 BILLION IN FY2021. THIS HAS ALLOWED THE HEALTH SYSTEM TO GO FROM SERVING 89,000 PATIENTS IN 1989 TO OVER 2.1 MILLION PATIENTS TODAY WORKING TOGETHER WITH OVER 7,300+ PARTNERS IN HEALTH CARE. 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 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, 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 FOR OVER 11 STRAIGHT YEARS. 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 TWO 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. X 1 28859 PURCHASED COST X PREPARED FOOD DONATIONS 15 9730 PURCHASED COST X MISC - SNACKS/DRINKS/BALLONS/GOODIE BAGS 2 400 PURCHASED COST 0 1 0 PART I, COLUMN (B): OTHER ITEMS - SNACKS/FOOD (PREPARED FOODS)/GOODIE BAGS, ETC - ARE LISTED BY NUMBER OF CONTRIBUTORS - AS THE ACTUAL # OF ITEMS WERE TOO NUMEROUS AND SPREAD OUT TO COUNT INDIVIDUALLY. THESE WERE COVID DONATIONS MADE TO VARIOUS HOSPITALS/CLINICS FROM AUGUST 2020 TO MARCH 2021 TO SUPPORT AND ENCOURAGE THE HEALTHCARE WORKERS AT THESE FACILITIES. FORM 990, PART VI, SECTION A, LINE 1 THE 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 2020, WHEN THE QUESTIONNAIRES WERE SENT TO ADDRESS ANY 2020 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 2400 N ROCKTON AVE ROCKFORD IL 61103 472158680 SUPPORT OF HEALTHCARE IL 501(C)(3) LINE 12B, II N/A 0 ROCKFORD HEALTH PHYSICIANS 2400 N ROCKTON AVE ROCKFORD IL 61103 363907436 HEALTHCARE IL 501(C)(3) LINE 3 MERCY HEALTH CORPORATION 0 JAVON BEA HOSPITAL 2400 N ROCKTON AVE ROCKFORD IL 61103 362167847 HEALTHCARE IL 501(C)(3) LINE 3 MERCY HEALTH CORPORATION 0 MERCYHEALTH VISITING NURSES ASSOCIATION INC 4223 E STATE STREET ROCKFORD IL 61108 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 1000 MINERAL POINT AVE JANESVILLE WI 53548 201673011 NONE WI 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