Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
MRIGlobal
Employer identification number
44-0545878
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
197,076,948
242,209,909
68,621,830
173,601
106,843
508,189,131
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
80,652,995
80,194,864
84,248,509
111,869,400
132,069,567
489,035,335
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
277,729,943
322,404,773
152,870,339
112,043,001
132,176,410
997,224,466
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
95,751
4,249
100,000
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
34,360,406
28,437,710
47,653,528
82,276,065
92,099,470
284,827,179
c
Add lines 7a and 7b..
34,456,157
28,441,959
47,653,528
82,276,065
92,099,470
284,927,179
8
Public Support (Subtract line 7c from line 6.)
712,297,287
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
277,729,943
322,404,773
152,870,339
112,043,001
132,176,410
997,224,466
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
998,015
1,727,258
506,128
348,093
309,017
3,888,511
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
998,015
1,727,258
506,128
348,093
309,017
3,888,511
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
11,200
16,242
75,116
25,912
9,950
138,420
13
Total support (Add lines 9, 10c, 11 and 12.).
278,739,158
324,148,273
153,451,583
112,417,006
132,495,377
1,001,251,397
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
71.141 %
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
79.995 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
0.388 %
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
0.379 %
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
MRIGlobal
Employer identification number
44-0545878
Identifier
Return Reference
Explanation
FORM 990, PART VI, LINE 2
BUSINESS AND FAMILY RELATIONSHIPS
William Hall, Barrett Brady, and Michael Morrissey all have a business relationship. Tom Bowser and Michael Morrissey have a business relationship. Michael Helmstetter and Malcolm Aslin have a business relationship.
FORM 990, PART VI, LINE 11B
REVIEW OF 990 PRIOR TO FILING
THE 990 IS REVIEWED BY MRIGLOBAL STAFF, INCLUDING THE CFO, CONTROLLER, AND SENIOR COUNSEL. A FINAL DRAFT VERSION IS ALSO REVIEWED BY MRIGLOBAL'S AUDIT COMMITTEE. A FINAL VERSION IS PROVIDED TO EACH MEMBER OF THE BOARD OF DIRECTORS PRIOR TO FILING THE 990.
FORM 990, PART VI, LINE 12C
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 Audit Committee of the MRIGLOBAL Board of Directors by the MRIGLOBAL Compliance Officer. The 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 Audit Committee reports the outcome of its discussion to the Directors. The Directors are presented the opportunity to discuss the 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 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 discussions 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 Senior 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 15
COMPENSATION OF OFFICERS, DIRECTORS, KEY EMPLOYEES
MRIGLOBAL's Compensation Committee (Committee) of the Board of Directors is responsible for reviewing compensation for Institute employees and approving executive compensation in all areas. On an annual basis the Committee reviews and approves compensation for executive officers of the Institute and other managers as directed by the Board. The Committee reviews and approves the CEO's performance evaluations and compensation recommendations for the executives. The Committee also monitors 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 19
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 VI, SECTION A, LINE 1A
GOVERNING BODY AND MANAGEMENT
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 Directions 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 committee is comprised of the Chair of the Board, Vice Chair of the Board, Chair of the Finance and Investment Committee, Chair of the Audit Committee, Chair of the Nominating Committee and Chair of the Compensation Committee.
FORM 990, PART XI, LINE 5
OTHER CHANGES IN NET ASSETS
UNREALIZED GAIN ON INVESTMENT: $ 567,485 EQUITY IN EARNINGS OF ALLIANCE LLC: $ 3,993,086 MISCELLANEOUS GAINS: $ 101,951 INVESTMENT IN MRIV: & (250,254) PENSION ADJUSTMENT: $ 555,071 ------------ $ 4,967,339
SCHEDULE K, PART III, LINE 3C, COLUMN A
PRIVATE BUSINESS USE
MRIGlobal uses the standards set forth in the Tax Certificate and Agreement executed at the time the Bonds were issued to determine whether any research agreement results in nonqualified use of the facilities financed by the Bonds. As a result, MRIGlobal has not had a need to consult with bond counsel regarding its research agreements.
SCHEDULE K, PART III, LINE 7, COLUMN A
PRIVATE BUSINESS USE
As part of the preparation process for Form 990, Schedule K, MRIGlobal has become aware that the IRS believes that it should adopt written post-issuance tax compliance procedures for the Bonds that are separate from the Bond documents executed at closing. MRIGlobal has elected to respond to the question as "Yes" because it does follow the Tax Certificate and Agreement entered into by MRIGlobal for the Bonds but plans to adopt separate written tax compliance procedures prior to the next fiscal year end.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.