2025-10-27T07:34:20+00:00 2023-09-30 440160260 Forvis Mazars LLP 1201 Walnut Street Suite 1700 Kansas City MO 641062246 990 2022-10-01 440545878 MRIGlobal MRIG 8167537600 425 DR MARTIN LUTHER KING JR BLVD KANSAS CITY MO 64110 IAN M COLRAIN PRESIDENT & CEO 8167537600 2025-10-27 true true Michael Engle P00482834 8162216300 2025-08-15 2022 2025-03-06 01:10:19Z X IAN M COLRAIN 425 DR MARTIN LUTHER KING JR BLVD KANSAS CITY MO 64110 122164201 false X WWW.MRIGLOBAL.ORG X 1943 MO USE SCIENCE AND TECHNOLOGY TO CREATE SOLUTIONS FOR A SAFER, HEALTHIER, MORE SUSTAINABLE WORLD. 13 12 538 0 9946636 382635 78663392 74814815 48390266 43278539 1529493 1530017 11743 9255 128594894 119632626 95000 45000 0 56875691 52687070 19000 0 0 64211250 60127902 121200941 112859972 7393953 6772654 137683275 148628423 49525362 45845758 88157913 102782665 SEE SCHEDULE O false false 63801820 45000 10397593 SECURITY AND DEFENSE (S&D): S&D IS PRIMARILY INVOLVED IN RESEARCH AND DEVELOPMENT, ENGINEERING, AND PROGRAM MANAGEMENT IN THE AREAS OF COUNTERING WEAPONS OF MASS DESTRUCTION; CHEMICAL AND BIOLOGICAL AGENT AND EXPLOSIVE TEST, EVALUATION, AND ENGINEERING; MOBILE LABORATORY DESIGN, FABRICATION, DEPLOYMENT, STAFFING, AND SUPPORT; FORENSIC AND SOURCE ATTRIBUTION ANALYSIS, INDEPENDENT INSTRUMENTATION TEST AND EVALUATION; AND RAPID PROTOTYPING. S&D SUPPORTS FIELD MONITORING AND FORENSICS ANALYSIS PROGRAMS IN SUPPORT OF CHEMICAL, BIOLOGICAL, RADIOLOGICAL, NUCLEAR, AND EXPLOSIVES (CBRNE) MISSIONS. PROJECTS FOCUSED ON THE DEVELOPMENT OF NATIONAL SECURITY SYSTEMS INCLUDE MOBILE LABORATORY ANALYTICAL SYSTEMS, CHEMICAL CONTAINMENT SYSTEMS, ROBOTICS SYSTEMS AND CHEMICAL SENSORS. THE U.S. GOVERNMENT FUNDS THE MAJORITY OF MRIGLOBAL'S S&D WORK. 27781843 0 22934310 GLOBAL HEALTH AND SECURITY (GHS): GHS CONDUCTS BIO-SURVEILLANCE, BIOSAFETY, AND BIOSECURITY PROGRAMS FOR THE U.S. GOVERNMENT. GHS'S WORK DEPENDS ON MRIGLOBAL'S ABILITY TO WORK WITH REGULATED SUBSTANCES REQUIRING HIGH LEVELS OF OVERSIGHT AND CERTIFICATION. GHS IS ALSO INVOLVED IN RESEARCH AND DEVELOPMENT IN PRODUCT DEVELOPMENT, REPOSITORY MANAGEMENT, DIAGNOSTICS, MEDICAL COUNTERMEASURES, PHARMACEUTICAL AND VACCINE DEVELOPMENT, AND AGRICULTURE AND FOOD SAFETY. THE LARGEST CLIENT SECTOR IS THE U.S. GOVERNMENT. GHS PERFORMS STUDIES THAT TARGET THE DEVELOPMENT OF THERAPEUTICS AND VACCINES UNDER FEDERALLY-MANDATED PREPARED PROGRAMS AND IN SUPPORT OF THE PHARMACEUTICAL INDUSTRY. GHS CONDUCTS ANALYSIS PROGRAMS FOR BIOLOGICAL PATHOGENS AND SUPPORTS TEST AND EVALUATION OF EMERGING BIOTECHNOLOGIES AND CLINICAL DIAGNOSTICS. GHS ALSO CONDUCTS PROGRAMS TO ASSESS AGRICULTURE PRODUCTS REQUIRING REGISTRATION UNDER EPA REQUIREMENTS. NIH-SPONSORED PROGRAMS FOR NIEHS AND NCI ARE AMONG GHS'S LARGEST CLIENTS. THE FOCUS OF THESE RESEARCH AND DEVELOPMENT PROGRAMS IS CHEMICAL CHARACTERIZATION, PREPARATION OF STUDY ARTICLES, AND REPOSITORY MANAGEMENT TO SUPPORT TOXICOLOGY AND PRE-CLINICAL STUDIES. 91583663 true true false false false false false false false true false false true true true false true false true true false false false false false false true false true true false false false false false false false false false false false false false false true false false false false true 137 0 true 538 true true true false false false false false false false false false false false X 13 12 true false false false false false false true true false false true true true true true true true true false X STEPHANIE DEFINO 8167537600 425 DR MARTIN LUTHER KING JR BLVD KANSAS CITY MO 64110 Ian M Colrain President and CEO - Incoming 40.0 X X 573720 0 2826 Alexander G Garza MD Director 1.0 X 47500 0 0 Amy Nachtigal Director 1.0 X 45000 0 0 Dan E Arvizu PHD Director 1.0 X 42500 0 0 David B Dillon Director 1.0 X 52500 0 0 David E Hall Director 1.0 X 47500 0 0 David F Oliver Director 1.0 X 62500 0 0 Douglas A Girod MD Director 1.0 X 47500 0 0 Julia M Wilson Director 1.0 X 45000 0 0 Neal Sharma Director 1.0 X 47500 0 0 Pamela R Berneking Director 1.0 X 55000 0 0 Scott M Smith PE Director 1.0 X 52500 0 0 William A Jeffrey Director 1.0 X 40000 0 0 Amy M Bog PhD Chief Innovation Officer 40.0 X 78506 0 267 Dean E Gray Chief Operating Officer 40.0 X 336943 0 -9534 Jessica J Zolynas VP/General Counsel/Corp. Sec. - Incoming 40.0 X 0 0 0 Luke J McGlynn Chief People Officer 40.0 X 209160 0 34274 Martin J Nevshemal CFO and Treasurer 40.0 X 308580 0 58252 Reachel A Beichley VP/General Counsel/Corp. Sec. - Outgoing 40.0 X 387353 0 -19081 Carol F Blevins Resource Director I 40.0 X 169288 0 -113326 Dominie Garcia VP-Commercial Business Develop 40.0 X 306578 0 28638 Jeffrey A Kittel Portfolio Director II 40.0 X 209957 0 4535 Joseph A Bogan VP-Research Operations - Incoming 40.0 X 249347 0 -53959 Kristine K Werking Portfolio Director II 40.0 X 196525 0 -11976 Scott M King VP-Business Operations 40.0 X 206978 0 -6444 Aaron M Heiss Senior Sales Director 40.0 X 259132 0 38044 Richard A Winegar Chief Advisor 40.0 X 243095 0 -29550 Richard S Masino Senior Sales Director 40.0 X 297634 0 22822 Richard T Fleener Sr VP-Lab Ops & Gov Affairs 40.0 X 333630 0 29052 Robert E Hegarty Program Manager II 40.0 X 261640 0 -10854 Christopher W Hollars Portfolio Director II 40.0 X 189955 0 11484 JAMES E SISTRUNK SENIOR SALES DIRECTOR 40.0 X 231757 0 44647 Robert A Conklin VP-Research Operations - Outgoing 40.0 X 413824 0 69387 Thomas M Sack President and CEO - Outgoing 40.0 X 391881 0 -201608 6440483 0 -112104 135 true true false Draper Laboratory 555 Technology Square Cambridge MA 02139 Research & Development 2493778 Forgefx 75 Broadway San Francisco CA 94111 Research & Development 2293056 Ohio State University 55 West 12th Avenue Columbus OH 43210 Research & Development 1929336 Domenix Corporation 4229 Lafayette Center Drive Chantilly VA 20151 Research & Development 1854010 Conductive Technologies 935 Borom Road York PA 174041382 Research & Development 1790055 32 0 0 0 0 74681553 133262 0 74814815 Research Contracts 541700 43278539 33331903 9946636 0 0 0 0 0 43278539 1435390 0 0 1435390 0 0 0 0 0 0 0 0 0 0 2615295 10907 2524268 7307 91027 3600 94627 0 0 94627 Miscellaneous 900099 9255 0 0 9255 0 0 0 0 0 0 0 0 9255 119632626 33331903 9946636 1539272 45000 45000 4556690 333767 4222923 36789646 28749174 8040472 3986434 2914705 1071729 4413330 3068816 1344514 2940970 2125510 815460 291605 27047 264558 147534 147534 16317 16317 8245953 5837665 2408288 0 2818447 2408098 410349 956463 767217 189246 5488956 4892000 596956 1220964 808140 412824 370170 171114 199056 283012 243532 39480 4723800 4384765 339035 441326 29542 411784 Subcontracts 23849964 23849964 Lab Supplies 7149476 7149476 Non-capital equipment 2835344 2809599 25745 Equipment maintenance 501475 497063 4412 787096 455152 331944 0 112859972 91583663 21276309 0 43224511 0 0 44236804 1765964 1731226 11972478 11729331 0 0 0 0 0 1171478 926546 1701327 1846967 114574480 66978688 46816625 47595792 8174699 8973576 0 2371376 2434537 20484817 29153644 137683275 148628423 15210815 12998767 10659730 9470711 0 0 421051 5020438 3092592 18634379 19862637 49525362 45845758 X 80976320 97502954 7181593 5279711 88157913 102782665 137683275 148628423 X 6772654 495204 7356894 X false true X true true true X 59673692 60837967 64550069 78663392 74814815 338539935 45579325 37561535 44011112 40612662 33331903 201096537 0 0 0 105253017 98399502 108561181 119276054 108146718 539636472 4000000 3079150 2331451 1695000 120000 11225601 25017078 17837720 19471406 12874761 9367787 84568752 29017078 20916870 21802857 14569761 9487787 95794353 443842119 433650 245065 553731 1192601 1435390 3860437 32073 89409 798207 1141232 382635 2443556 465723 334474 1351938 2333833 1818025 6303993 0 0 0 0 0 0 71321 3162 6935 11743 9255 102416 105790061 98737138 109920054 121621630 109973998 546042881 0.8128 0.7964 0.01 0.01 X Schedule A, Part III, Line 12 Other Income DESCRIPTION - OTHER INCOME, COLUMN A - 71321.0, COLUMN B - 3162.0, COLUMN C - 6935.0, COLUMN D - 11743.0, COLUMN E - 9255.0, COLUMN F - 102416.0; RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2349104 2349104 70500467 40213874 30286593 0 0 0 39350837 24455664 14895173 2374072 2309150 64922 47595792 Contracts in Progress 19707212 Right-of-Use Asset 6137576 Other 3308856 29153644 Pension Benefit Liability 5569671 Long-Term Liabilities 5030250 Operating Lease Liability 6060631 Excess Billings 3202085 19862637 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote Uncertain tax positions are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. Recognized income tax positions are initially and subsequently measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management's judgment. No amounts have been recorded at September 30, 2023 and 2022, with respect to uncertain tax positions. Europe (Including Iceland and Greenland) 0 6 Program Services RESEARCH & DEVELOPMENT 1941122 0 6 0 0 0 6 1941122 0 1941122 false false false false false false Schedule F, Part I, Line 3 Method used to account for expenditures on org's financial statements EUROPE (INCLUDING ICELAND AND GREENLAND)-Accrual true Union Station Kansas City Inc 30 W Pershing Rd Ste 400 KC MO 64108 431890025 501( c) (3) 45000 Foster scientific education 1 0 Schedule I, Part I, Line 2 Monitoring of Grant Funds MRIGLOBAL MONITORS ITS GRANTS THROUGH ACTIVE PARTICIPATION AND/OR AS PART OF THE INSTITUTIONAL GOVERNANCE OF THE RECEIVING ORGANIZATION TO ENSURE THE GRANTS ARE USED FOR PROPER PURPOSES. X X true true X X X X true true false false false false false true false Thomas M Sack President and CEO - Outgoing 326688 0 0 0 65193 0 -213964 0 12356 0 190273 0 60934 0 Ian M Colrain President and CEO - Incoming 255760 0 210000 0 107960 0 0 0 2826 0 576546 0 0 0 Robert A Conklin VP-Research Operations - Outgoing 258319 0 0 0 155505 0 50462 0 18925 0 483211 0 3616 0 Reachel A Beichley VP/General Counsel/Corp. Sec. - Outgoing 366985 0 0 0 20368 0 -24989 0 5908 0 368272 0 18478 0 Martin J Nevshemal CFO and Treasurer 306959 0 0 0 1621 0 27275 0 30977 0 366832 0 0 0 Dean E Gray Chief Operating Officer 335204 0 0 0 1739 0 -38909 0 29375 0 327409 0 0 0 Luke J McGlynn Chief People Officer 207194 0 0 0 1966 0 16985 0 17289 0 243434 0 0 0 Christopher W Hollars Portfolio Director II 189028 0 0 0 927 0 -8123 0 19607 0 201439 0 0 0 JAMES E SISTRUNK SENIOR SALES DIRECTOR 192237 0 38591 0 929 0 19053 0 25594 0 276404 0 0 0 Dominie Garcia VP-Commercial Business Develop 235411 0 70405 0 762 0 20500 0 8138 0 335216 0 0 0 Jeffrey A Kittel Portfolio Director II 207333 0 0 0 2624 0 -14407 0 18942 0 214492 0 0 0 Scott M King VP-Business Operations 206325 0 0 0 653 0 -15265 0 8821 0 200534 0 0 0 Joseph A Bogan VP-Research Operations - Incoming 230008 0 18210 0 1129 0 -54621 0 662 0 195388 0 0 0 Kristine K Werking Portfolio Director II 195896 0 0 0 629 0 -37199 0 25223 0 184549 0 0 0 Carol F Blevins Resource Director I 166953 0 0 0 2335 0 -132209 0 18883 0 55962 0 0 0 Richard T Fleener Sr VP-Lab Ops & Gov Affairs 298807 0 0 0 34823 0 10636 0 18416 0 362682 0 29025 0 Richard S Masino Senior Sales Director 198009 0 97887 0 1738 0 20533 0 2289 0 320456 0 0 0 Aaron M Heiss Senior Sales Director 198335 0 59018 0 1779 0 20926 0 17118 0 297176 0 0 0 Robert E Hegarty Program Manager II 215518 0 45389 0 733 0 -20880 0 10026 0 250786 0 0 0 Richard A Winegar Chief Advisor 239673 0 0 0 3422 0 -38251 0 8701 0 213545 0 0 0 Schedule J, Part I, Line 1a Travel for companions Thomas M. Sack and Richard T. Fleener had spouse travel that was grossed up for tax purposes and treated as taxable compensation. Schedule J, Part I, Line 1a Tax indemnification and gross-up payments Ian M. Colrain and Amy Manning-Bog received a bonus that was grossed up for tax purposes and treated as taxable compensation. Relocation costs incurred for Ian M. Colrain were grossed up for tax purposes and treated as taxable compensation. Schedule J, Part I, Line 4a Severance or change-of-control payment Robert A. Conklin received a severance payment of $149,711. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan THE FOLLOWING AMOUNTS WERE ACCRUED AND/OR PAID TO A 457(F) PLAN: Reachel A. Beichley - Accrued $5,612; Paid $18,478 Richard T. Fleener - Accrued $0; Paid $29,025 Thomas Sack - Accrued $0; Paid $60,934 Robert A. Conklin - Accrued $0; Paid $3,616 Martin J. Nevshemal - Accrued $784, Paid $0 Dean E. Gray - Accrued $3,410; Paid $0 Schedule J, Part I, Line 7 Non-fixed payments Incentive compensation awards are payable if the MRIGlobal Board-approved annual operating plan objectives are achieved. Total annual incentive compensation is awarded to individual participants and is based on organizational performance and individual performance. The incentive compensation participants are categorized in two plans with assigned ranges of target incentive percentages. Participants' target incentive is a percentage of their base pay. Participants are eligible to receive 100% of their target incentive compensation if the annual operating plan objectives are achieved. If the objectives are not achieved but research operations realizes the objectives were partially met, participants will receive a pro rata portion of their target incentive. If objectives are exceeded, participants are eligible to receive incentive payments ranging from 1 to 1.5 times their target incentive. A MISSOURI DEVELOPMENT FINANCE BOARD 431387649 000000000 2020-09-01 13020000 See Part VI false false false A 3515000 13020000 13020000 2010 true false true true A false false false true false 0.0 0.0 0.0 false false true A false true true false false false true A true Schedule K, Part I, Column (f) Line A THE 2015 BONDS (ORIGINALLY ISSUED ON 8/26/2015) WERE ISSUED TO REFUND 2007 BONDS (ORIGINALLY ISSUED ON 3/28/2007) AND WERE DEEMED REISSUED AND CURRENTLY REFUNDED (9/1/2020) IN CONNECTION WITH CERTAIN AMENDMENTS TO THE 2015 BOND DOCUMENTS. Schedule K, Part II, Line 1 Column A THIS REPRESENTS THE CUMULATIVE PRINCIPAL AMOUNT OF 2015 BONDS PAID AFTER THE REISSUANCE DATE. Schedule K, Part II, Line 3 Column A AMOUNT REPRESENTS THE TOTAL AMOUNT OF THE 2015 BONDS THAT WERE DEEMED RETIRED, REISSUED AND CURRENTLY REFUNDED AS OF THE REISSUANCE DATE. Schedule K, Part II, Line 11 Column A AMOUNT REPRESENTS THE TOTAL AMOUNT OF THE 2015 BONDS THAT WERE DEEMED RETIRED, REISSUED AND CURRENTLY REFUNDED AS OF THE REISSUANCE DATE. Schedule K, Part III, Line 3c Column A RESEARCH AGREEMENTS IN FORCE DURING THE REPORTING PERIOD RELATING TO WORK PERFORMED IN THE SPACE ALLOCABLE TO THE PORTION OF THE FACILITIES FINANCED BY THE 2015 BONDS ARE NOT TREATED AS RESULTING IN NON-QUALIFIED USE PER REGULATIONS SECTION 1.141-1(3)(B)(6) AND REVENUE PROCEDURE 2007-47. Schedule K, Part III, Line 3d Column A THE INSTITUTION USES THE STANDARDS SET FORTH IN THE TAX COMPLIANCE AGREEMENT EXECUTED AT THE TIME THE 2015 BONDS WERE ISSUED AS WELL AS ITS TAX-EXEMPT FINANCING COMPLIANCE PROCEDURE TO DETERMINE WHETHER ANY RESEARCH AGREEMENT HAS THE POTENTIAL TO RESULT IN NON-QUALIFIED USE OF THE 2015 BOND FINANCED FACILITIES. AS A RESULT, MRIGLOBAL HAS NOT HAD A NEED TO CONSULT WITH BOND COUNSEL TO REVIEW ITS RESEARCH AGREEMENTS. Form 990, Part VI, Line 15a & FORM 990, PART VI, LINE 15B PROCESS TO ESTABLISH COMPENSATION COMPENSATION OF OFFICERS, DIRECTORS, KEY EMPLOYEES MRIGLOBAL'S COMPENSATION AND HR COMMITTEE (COMMITTEE) OF THE BOARD OF DIRECTORS IS RESPONSIBLE FOR REVIEWING AND APPROVING EXECUTIVE COMPENSATION IN ALL AREAS. ON AN ANNUAL BASIS, THE COMMITTEE REVIEWS AND APPROVES COMPENSATION FOR EXECUTIVE OFFICERS OF THE INSTITUTE. THE COMMITTEE REVIEWS AND APPROVES THE CEO'S PERFORMANCE EVALUATIONS AND COMPENSATION RECOMMENDATIONS FOR THE EXECUTIVES. THE COMMITTEE IS INFORMED OF SUMMARY DATA ON THE INSTITUTE'S EMPLOYEE POPULATION (E.G. TOTAL PERSONNEL COSTS, EMPLOYEE DIVERSITY, TURNOVER, ETC.). THE COMMITTEE UTILIZES COMPENSATION SURVEY DATA, PROVIDED BY AN OUTSIDE PARTY, TO BENCHMARK COMPENSATION AGAINST SIMILARLY-SITUATED COMPANIES. THE COMMITTEE'S MINUTES DOCUMENT THE DECISIONS AND BASIS USED FOR MRIGLOBAL'S EXECUTIVE COMPENSATION. Form 990, Part VI, Line 12c CONFLICT OF INTEREST POLICY MONITORING AND ENFORCEMENT OF BOARD INDEPENDENCE THE OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES OF MRIGLOBAL ARE REQUIRED TO COMPLETE A DISCLOSURE STATEMENT ON AN ANNUAL BASIS. THE DISCLOSURES SET FORTH ON THE STATEMENTS ARE PRESENTED TO THE FINANCE AND AUDIT COMMITTEE OF THE MRIGLOBAL BOARD OF DIRECTORS BY THE MRIGLOBAL COMPLIANCE OFFICER. THE FINANCE AND AUDIT COMMITTEE DISCUSSES THE DISCLOSURE STATEMENTS TO DETERMINE IF ANY POTENTIAL CONFLICT OF INTEREST SITUATIONS EXIST WITH RESPECT TO THE OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES OF MRIGLOBAL. AT THE FOLLOWING MRIGLOBAL BOARD MEETING, AN EXECUTIVE SUMMARY OF THE DISCLOSURE STATEMENTS IS PRESENTED TO THE DIRECTORS AND THE FINANCE AND AUDIT COMMITTEE REPORTS THE OUTCOME OF ITS DISCUSSION TO THE DIRECTORS. THE DIRECTORS ARE PRESENTED THE OPPORTUNITY TO DISCUSS THE FINANCE AND AUDIT COMMITTEE'S FINDINGS OR ANY OTHER POTENTIAL CONFLICT OF INTEREST ISSUES PRESENTED IN THE EXECUTIVE SUMMARY. ULTIMATELY, THE BOARD OF DIRECTORS WILL DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS WITH RESPECT TO ANY OFFICER, DIRECTOR, TRUSTEE OR KEY EMPLOYEE OF MRIGLOBAL. THE FINANCE AND AUDIT COMMITTEE'S FINDINGS AND THE DIRECTORS' DISCUSSION OF POTENTIAL CONFLICT OF INTEREST SITUATIONS ARE RECORDED IN THE MINUTES OF THE BOARD MEETING, INCLUDING DETERMINATION OF WHETHER A CONFLICT OF INTEREST EXISTS, THE NAMES OF THE INDIVIDUALS INVOLVED, THE NATURE OF THE POTENTIAL CONFLICT, THE ACTION TAKEN AND THE BASIS ON WHICH THE BOARD REACHED ITS DECISION. MRIGLOBAL HAS CERTAIN PROCEDURES WITH RESPECT TO ADDRESSING A CONFLICT OF INTEREST TRANSACTION. ANY ACTION TO BE TAKEN BY MRIGLOBAL INVOLVING OR PERTAINING TO AN INDIVIDUAL, ENTITY OR CIRCUMSTANCE WITH RESPECT TO WHICH AN OFFICER, DIRECTOR, TRUSTEE OR KEY EMPLOYEE (EACH, A COVERED PERSON) HAS A CONFLICTING INTEREST WILL BE DISCUSSED AND VOTED ON BY THE BOARD OF DIRECTORS. THE COVERED PERSON WILL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT MAY RESULT IN A CONFLICT OF INTEREST. IN CONSIDERING ANY SUCH ACTION TO BE TAKEN, THE BOARD WILL UNDERTAKE APPROPRIATE DUE DILIGENCE AND INFORM ITSELF OF ALL MATERIAL INFORMATION REASONABLY AVAILABLE TO IT AND EXPLORE ALL REASONABLE ALTERNATIVES TO THE PROPOSED ACTION THAT WOULD NOT INVOLVE THE CONFLICT OF INTEREST. THE STANDARD FOR THE DETERMINATION OF WHETHER TO UNDERTAKE THE PROPOSED ACTION IS WHETHER SUCH ACTION IS, BASED ON A REASONABLE GOOD-FAITH BELIEF, (I) IN MRIGLOBAL'S BEST INTEREST, (II) FOR ITS OWN BENEFIT, AND (III) FAIR AND REASONABLE TO MRIGLOBAL. THE BOARD WILL DOCUMENT WHETHER OR NOT THE CONFLICT-OF-INTEREST TRANSACTION WAS APPROVED, THE NAMES OF THE PERSONS PRESENT FOR THE DISCUSSION AND VOTE, THE CONTENT OF THE DISCUSSION, WHETHER ALTERNATIVES WERE DISCUSSED THAT DID NOT INVOLVE A CONFLICT OF INTEREST, THE BASIS FOR THE DETERMINATION THAT THE TRANSACTION WAS (I) IN MRIGLOBAL'S BEST INTEREST, (II) FOR ITS OWN BENEFIT, AND (III) FAIR AND REASONABLE TO MRIGLOBAL, AND THE RECORD OF THE VOTE TAKEN WITH RESPECT TO WHO VOTED TO APPROVE THE TRANSACTION. IF THE BOARD HAS REASONABLE CAUSE TO BELIEVE THAT A COVERED PERSON HAS FAILED TO DISCLOSE A CONFLICT OF INTEREST SITUATION, IT WILL AFFORD THE COVERED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE RESPONSE OF THE COVERED PERSON AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED UNDER THE CIRCUMSTANCES, THE BOARD DETERMINES THAT THE COVERED PERSON HAS IN FACT FAILED TO DISCLOSE A CONFLICT-OF-INTEREST SITUATION, IT WILL TAKE APPROPRIATE CORRECTIVE ACTION. THE MRIGLOBAL CONFLICT-OF-INTEREST POLICY REQUIRES THAT THE OFFICERS, DIRECTORS, TRUSTEES AND EMPLOYEES OF MRIGLOBAL DISCLOSE ANY POTENTIAL CONFLICT OF INTEREST SITUATION TO THE APPROPRIATE PARTY, INCLUDING AN EMPLOYEE'S SUPERVISOR, A REPRESENTATIVE OF HUMAN RESOURCES, THE COMPLIANCE OFFICER, THE BOARD OF DIRECTORS OR THE MRIGLOBAL ETHICS HOTLINE, UPON AWARENESS THAT A CONFLICT-OF-INTEREST MAY EXIST. POTENTIAL CONFLICT-OF-INTEREST SITUATIONS ASSOCIATED WITH EMPLOYEES (OTHER THAN OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES) ARE HANDLED BY THE MRIGLOBAL COMPLIANCE OFFICER, IN COLLABORATION WITH THE EMPLOYEE'S SUPERVISOR AND MRIGLOBAL EXECUTIVE MANAGEMENT, AS APPROPRIATE. ALL MRIGLOBAL EMPLOYEES ARE REQUIRED ON AN ANNUAL BASIS TO COMPLETE A COMPLIANCE QUESTIONNAIRE, WHICH AFFORDS THEM THE OPPORTUNITY TO DISCLOSE ANY POTENTIAL CONFLICT OF INTEREST SITUATIONS THAT HAVE NOT ALREADY BEEN REPORTED OR TO CERTIFY THAT THEY ARE NOT AWARE OF ANY POTENTIAL CONFLICT OF INTEREST SITUATIONS. FAILURE TO DISCLOSE A POTENTIAL CONFLICT OF INTEREST SITUATION MAY RESULT IN CORRECTIVE ACTION TO THE EMPLOYEE. Form 990, Part VI, Line 2 Family/business relationships amongst interested persons David B. Dillon and David E. Hall - Business relationship, David B. Dillon and Douglas A. Girod - Business relationship Form 990, Part VI, Line 11b Review of form 990 by governing body REVIEW OF 990 PRIOR TO FILING THE 990 IS REVIEWED BY MRIGLOBAL STAFF, INCLUDING THE CFO, CONTROLLER, AND GENERAL COUNSEL. A FINAL DRAFT VERSION IS ALSO REVIEWED BY MRIGLOBAL'S FINANCE AND AUDIT COMMITTEE. EACH MEMBER OF THE BOARD OF DIRECTORS RECEIVES A FINAL DRAFT VERSION OF THE 990 PRIOR TO THE APPLICABLE BOARD OF DIRECTORS' MEETING. ANY UPDATES RESULTING FROM THE REVIEW BY THE FINANCE AND AUDIT COMMITTEE ARE PRESENTED TO THE BOARD OF DIRECTORS AT THIS MEETING. Form 990, Part VI, Line 19 Required documents available to the public GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS - MRIGLOBAL'S GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. MRIGLOBAL'S CONFLICT-OF-INTEREST POLICY IS NOT MADE AVAILABLE TO THE PUBLIC. Form 990, Part XI, Line 9 Other changes in net assets or fund balances EQUITY IN EARNINGS OF ALLIANCE LLC - 4682831; PENSION ADJUSTMENT - 2674063; FORM 990, PART III, LINE 1 ORGANIZATION'S MISSION THE INSTITUTE WAS ESTABLISHED WITH THE UNDERLYING PURPOSE OF "PROMOT[ING]" PURE AND APPLIED SCIENCES". INITIALLY, AS STATED IN THE ORIGINAL ARTICLES OF INCORPORATION, THIS PURPOSE WAS CARRIED OUT THROUGH ACTIVITIES FOCUSED ON THE MIDWEST REGION AND INCLUDED SPECIFIC PROVISIONS THAT THE INSTITUTE WOULD "IMPROVE AND ASSIST INDUSTRY, AGRICULTURE AND LIVESTOCK PRODUCTION BY THE APPLICATION OF SCIENCE", "CONDUCT SCIENTIFIC INVESTIGATIONS AND INDUSTRIAL RESEARCH FOR INDUSTRY AND AGRICULTURE", AND "FOSTER THE EXCHANGE OF TECHNICAL EXPERIENCE AND RESEARCH RESULTS AMONG PRODUCERS, MANUFACTURERS, AGRICULTURISTS, AND ALL OTHERS WHO MAY BE BENEFITED BY THE APPLICATION OF PURE SCIENCE." OVER THE YEARS, WHILE ITS UNDERLYING PURPOSE HAS NOT CHANGED, THE INSTITUTE HAS EVOLVED FROM A REGIONALLY FOCUSED SCIENTIFIC RESEARCH AND DEVELOPMENT ORGANIZATION TO ONE OF NATIONAL AND INTERNATIONAL SCOPE. THE PURPOSES NOTED BELOW REFLECT THE BROADER SCOPE OF THE CURRENT AND FORESEEABLE ACTIVITIES OF THE INSTITUTE. THE INSTITUTE IS ORGANIZED EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL AND SCIENTIFIC PURPOSES WITHIN THE MEANING OF SECTIONS 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR THE CORRESPONDING SECTION OR SECTIONS OF ANY FUTURE UNITED STATES INTERNAL REVENUE LAW (THE "CODE"), INCLUDING, FOR SUCH PURPOSES, THE MAKING OF DISTRIBUTIONS TO ORGANIZATIONS THAT QUALIFY AS EXEMPT ORGANIZATIONS UNDER SECTION 501(C)(3) OF THE CODE. THE INSTITUTE'S PURPOSES SHALL INCLUDE THE CARRYING ON OF SCIENTIFIC RESEARCH AND THE UTILIZATION OF SCIENTIFIC METHODS FOR THE PUBLIC INTEREST; SCIENTIFIC RESEARCH FOR CURES FOR DISEASE; SCIENTIFIC RESEARCH FOR LOCAL, STATE, FEDERAL AND INTERNATIONAL GOVERNMENTS; SCIENTIFIC RESEARCH WHICH CONTRIBUTES TO THE DEVELOPMENT OF THE KANSAS CITY REGION; SCIENTIFIC RESEARCH FOR THE BENEFIT AND EDUCATION OF HUMANKIND; AND, IN GENERAL, THE PROMOTION OF BASIC (PURE) AND APPLIED SCIENCE AND TECHNOLOGY INCLUDING, WITHOUT LIMITATION, THE FOLLOWING SPECIFIC ACTIVITIES: A. IMPROVE AND ASSIST INDUSTRY BY THE APPLICATION OF SCIENCE AND TECHNOLOGY, THE CONDUCT OF SCIENTIFIC INVESTIGATIONS AND THE CONDUCT OF INDUSTRIAL RESEARCH; B. FOSTER THE EXCHANGE OF TECHNICAL EXPERIENCE AND RESEARCH RESULTS AMONG PRODUCERS, MANUFACTURERS, GOVERNMENTAL AGENCIES, EDUCATIONAL ORGANIZATIONS AND ALL OTHERS WHO MAY BENEFIT BY THE APPLICATION OF PURE SCIENCE; C. ASSIST MANUFACTURERS, PRODUCERS, AND ALL OTHERS IN THE DEVELOPMENT OF MORE EFFICIENT AND SCIENTIFIC METHODS OF PRODUCTION; D. ADVANCE DEFENSE LOCALLY, REGIONALLY, FEDERALLY AND INTERNATIONALLY; E. ADVANCE THE USE OF NATURAL RESOURCES AND OTHER POTENTIAL SOURCES OF ENERGY BY THE APPLICATION OF SCIENCE AND TECHNOLOGY; F. AID IN THE ACQUISITION AND DISSEMINATION OF KNOWLEDGE; G. COLLABORATE WITH UNIVERSITIES AND EDUCATIONAL INSTITUTIONS (THROUGH THE AWARDING OF SCHOLARSHIPS, FELLOWSHIPS AND GRANTS OR OTHERWISE) TO AID IN THE ADVANCEMENT OF SCIENTIFIC EDUCATION, TO FOSTER AND ENCOURAGE EDUCATION AND LEARNING IN SCIENCE, TO COORDINATE AND DEVELOP EXPERIMENTAL SCIENTIFIC AND INDUSTRIAL RESEARCH, AND TO PROMOTE LIBERAL AND PRACTICAL EDUCATION IN THE PURSUIT OF SCIENTIFIC AND INDUSTRIAL CAREERS; AND H. FACILITATE THE INTRODUCTION OF SCIENTIFIC DISCOVERIES TO THE MARKETPLACE FOR THE PUBLIC BENEFIT. TO ENABLE THE INSTITUTE TO CARRY OUT SUCH PURPOSES, IT SHALL HAVE THE POWER TO DO ANY AND ALL LAWFUL ACTS AND TO ENGAGE IN ANY AND ALL LAWFUL ACTIVITIES, DIRECTLY OR INDIRECTLY, ALONE OR IN CONJUNCTION WITH OTHERS, THAT MIGHT BE NECESSARY, PROPER OR SUITABLE FOR THE ATTAINMENT OF ANY OF THE PURPOSES FOR WHICH THE INSTITUTE IS ORGANIZED. FORM 990, PART VI, LINE 1A DELEGATED BROAD AUTHORITY TO A COMMITTEE THE GOVERNING BODY HAS DELEGATED AUTHORITY TO ACT ON ITS BEHALF TO AN EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE MAY EXERCISE ANY AND ALL POWERS OF THE BOARD OF DIRECTORS SUBJECT TO THE PARAMOUNT POWER OF THE BOARD. THE EXECUTIVE COMMITTEE MAY CONVENE BETWEEN BOARD MEETINGS TO MAKE DECISIONS THAT CANNOT BE DELAYED UNTIL THE NEXT BOARD MEETING. THE EXECUTIVE COMMITTEE MEMBERS ARE ALL VOTING DIRECTORS. SPECIFICALLY, THE EXECUTIVE COMMITTEE IS COMPRISED OF THE CHAIR OF THE BOARD, VICE CHAIRS OF THE BOARD, CHAIR OF THE FINANCE AND AUDIT COMMITTEE, CHAIR OF THE NOMINATING AND GOVERNANCE COMMITTEE, CHAIR OF THE COMPENSATION AND HR COMMITTEE, AND THE MOST RECENT PAST CHAIR OF THE BOARD OF DIRECTORS, SO LONG AS THEY ARE STILL A MEMBER OF THE BOARD OF DIRECTORS. FORM 990 REASON FOR AMENDING THE FORM 990 IS BEING AMENDED TO PROPERLY ACCOUNT FOR CHANGES TO UNRELATED BUSINESS INCOME REPORTED ON THE 990-T. THE CHANGES IMPACT THE FOLLOWING ON THE FORM 990: - PART I, LINE 7B - SCHEDULE A, SECTION A, LINES 2, 6, 7 & 8 - SCHEDULE A, SECTION B, LINES 9, 10 & 13 - SCHEDULE A, SECTION C, LINES 15 & 16 - SCHEDULE A, SECTION D, LINE 18 MRIGLOBAL - KANSAS LLC 2005 RESEARCH PARK CIRCLE MANHATTAN KS 66502 440545878 RESEARCH & DEVELOPMENT KS 0 0 MRIGLOBAL