2022-10-11T17:24:46-05:00 2021-12-31 366055558 GRANT THORNTON LLP 171 N CLARK ST STE 200 CHICAGO IL 60601 990 2021-01-01 274813461 NAVY PIER INC NAVY 3125957437 600 EAST GRAND AVENUE CHICAGO IL 606113419 MARILYNN GARDNER PRESIDENT/CEO 3125957437 2022-10-11 1 MARILYNN GARDNER XXX-XX-XXXX BRIDGET ROCHE P00666837 3128560200 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z MARILYNN GARDNER 600 EAST GRAND AVENUE CHICAGO IL 606113419 62194092 0 X WWW.NAVYPIER.ORG X 2011 IL NAVY PIER, CHICAGO'S ICONIC LAKEFRONT DESTINATION AND CULTURAL INSTITUTION, IS (SEE SCHEDULE O)AN ALL-WELCOMING, YEAR-ROUND CIVIC SPACE WHICH IS FREE TO THE PUBLIC, OFFERING UNIQUE DINING, RETAIL, ENTERTAINMENT AND FREE PROGRAMMING TO NEARLY 9 MILLION GUESTS ANNUALLY, WHILE RELIEVING THE BURDEN OF THE GOVERNMENT TO MAINTAIN AND OPERATE THE HISTORIC DESTINATION. 35 34 434 100 79500 18850 4544012 22904723 14642574 36686123 121408 8681 158249 2594565 19466243 62194092 0 0 0 0 10403942 7394403 62512 402000 1001932 30462636 41873628 40929090 49670031 -21462847 12524061 187052693 199546550 81887775 80990133 105164918 118556417 X NAVY PIER IS THE "PEOPLE'S PIER" FULFILLING VISIONARY DANIEL BURNHAM'S EDICT THAT CHICAGO'S MAGNIFICENT LAKEFRONT REMAIN OPEN AND AVAILABLE TO THE PEOPLE OF CHICAGO. WITH 50 ACRES OF PARKS AND UNMATCHED VIEWS OF THE CELEBRATED SKYLINE TOUCHING THE ENDLESS (SEE SCHEDULE O) SHORELINE, NAVY PIER WELCOMES GUESTS FROM AROUND THE CORNER AND AROUND THE WORLD TO DYNAMIC AND ECLECTIC EXPERIENCES THROUGH PARTNERSHIPS AND PROGRAMS THAT INSPIRE DISCOVERY AND WONDER. 0 0 43582096 0 36686123 AS AN ICON OF THE CITY, NAVY PIER IS FIRMLY ROOTED IN CHICAGO'S VIBRANT CULTURE, UNIQUE SKYLINE, AND CONNECTED COMMUNITIES. THE LONGEST PIER IN THE WORLD, IT'S MORE THAN A LIVING POSTCARD, IT'S AN ECONOMIC ENGINE, PROVIDING SPACE AND EXPOSURE FOR SMALL AND FAMILY-OWNED BUSINESSES AND OFFERING EMPLOYMENT OPPORTUNITIES FOR MORE THAN 3,000 PEOPLE, OFTEN WITH UNIQUE JOB-SKILLS TRAINING, AND OFTEN TO NEW-ENTRIES TO THE WORKFORCE. NAVY PIER PROVIDES A YEAR-ROUND WORLD-CLASS STAGE FOR EMERGING INDEPENDENT ARTISTS AND ESTABLISHED CULTURAL INSTITUTIONS ALIKE, PARTNERING WITH MORE THAN 1,000 ARTISTS AND 60 ORGANIZATIONS TO REFLECT THE BEST OF CHICAGO AND ITS NEIGHBORHOODS, INCLUDING TENANT NONPROFITS SUCH AS CHICAGO SHAKESPEARE THEATER AND CHICAGO CHILDREN'S MUSEUM. NAVY PIER DESIGNS ITS OWN ARTS, CULTURE, (SEE SCHEDULE O) AND ENGAGEMENT (ACE) PROGRAMMING TO INSPIRE, EDUCATE AND CONNECT ARTISTS TO AUDIENCES. EVEN IN A YEAR DRASTICALLY CURTAILED BY THE CORONAVIRUS PANDEMIC, NAVY PIER REOPENED IN APRIL 2021 TO OFFER SAFE AND ENGAGING EXPERIENCES TO ITS GUESTS, INCLUDING THE LAUNCH OF DARING NEW INITIATIVES SUCH THE TWO-DAY PERFORMANCE FESTIVAL CHICAGO LIVE AGAIN!.HIGHLIGHTS INCLUDE:- NOTE: ALL PROGRAMMING PRIOR TO MAY 1, 2021 WAS CANCELED DUE TO THE PANDEMIC AND THE PIER'S UNPRECENDENTED CLOSURE. - THE RETURN OF NAVY PIER'S MOST POPULAR FREE PROGRAMS, SUCH AS LIVE ON THE LAKE! (WEEKLY LIVE MUSIC SERIES); WAVE WALL WAX (WEEKLY DJ SERIES); WIGGLEWORMS (WEEKLY CHILDREN'S MUSIC SERIES); SUMMER FITNESS (WEEKLY EXERCISE AND YOGA SERIES); WATER FLICKS (WEEKLY OUTDOOR FILM SERIES); NAVY PIER PRIDE (ANNUAL LGBTQ+ PRIDE CELEBRATION); WATER COLORS (WEEKLY LIVE JAZZ MUSIC SERIES); AND MORE.- LATINXT: A TWO-DAY LATIN MUSIC FESTIVAL FEATURING NEXT-GENERATION, TRADITION-BENDING MUSIC FROM LOCAL AND INTERNATIONAL LATINX ARTISTS.- FRESH FEST! PRESENTED BY ALLSTATE: AN ALL-DAY SHOWCASE FEATURING TALENTED LOCAL YOUTH.-CHI-SOUL FEST: A TWO-DAY MUSIC FESTIVAL FEATURING AND CELEBRATING CHICAGO'S NEWEST AND LEGENDARY SOUL ARTISTS.-CHICAGO LIVE AGAIN! A FREE EVENT WELCOMING THE RETURN OF LIVE PERFORMANCES IN CHICAGO FEATURING OVER 50 OF CHICAGO'S WORLD-RENOWNED PERFORMANCE ORGANIZATIONS.-"OUR COMMON HOME"- A FREE PUBLIC ART INSTALLION WITH MONTREAL BASED DIGITAL ART STUDIO IREGULAR.-LIGHT UP THE LAKE: NAVY PIER'S NEWEST TICKETED INDOOR WINTER EXPERIENCES FEATURING A MAGICAL LIGHT GARDEN, ICE RINK, AND MORE!PRE-PANDEMIC, NAVY PIER AND AFFILIATED PARTNERS GENERATED $130 MILLION IN ANNUAL SALES ONSITE, WHICH INFUSED APPROXIMATELY $15 MILLION INTO THE ECONOMY VIA CITY, COUNTY AND STATE TAXES, AS WELL AS AN ADDITIONAL $200 MILLION IN SALES IN THE IMMEDIATE VICINITY.SINCE BECOMING A NONPROFIT ORGANIZATION IN 2011, NAVY PIER HAS RAISED $74 MILLION FOR CAPITAL AND OPERATIONS. IN 2021, ROUGHLY 17% OF THE PIER'S $55.8 MILLION OPERATING REVENUE CAME FROM CORPORATE AND PHILANTHROPIC PARTNERS. THEIR GENEROUS SUPPORT AND CONTRIBUTIONS HELPED UNDERWRITE MANY OF THE PIER'S FREE PUBLIC PROGRAMS. AS A RESULT OF THE COVID-19 PANDEMIC, THE BOARD OF DIRECTORS ENGAGED IN A "SAVE THE PIER" FUNDRAISING CAMPAIGN TO ALLOW THE PIER TO RE-OPEN, REPLENISH CASH RESERVES AND CONTINUE TO OFFER RENT RELIEF TO ITS TENANT PARTNERS. "SAVE THE PIER" CAMPAIGN RAISED $9M IN CASH AND PLEDGES BETWEEN 2020 AND 2021, FROM APPROXIMATELY 50 DONORS COMPRISING INDIVIDUALS, FOUNDATIONS, AND CORPORATIONS.NAVY PIER, GOVERNED BY A 35-MEMBER VOLUNTEER BOARD CONSISTING OF BUSINESS AND CIVIC LEADERS, CONTINUES TO OPERATE DILIGENTLY UNDER THE VALUES OF EXCELLENCE, INCLUSION, STEWARDSHIP, AND INTEGRITY. 0 0 0 0 0 0 43582096 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 1 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 321 0 1 434 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 35 34 0 0 0 0 0 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 IL X X JEFFREY BROWN 3125955205 600 EAST GRAND AVENUE CHICAGO IL 606113419 MARILYNN GARDNER PRESIDENT & CEO 37.50 0.00 X X 527827 0 56561 BRIAN MURPHY CHIEF OPERATING OFFICER 37.50 0.00 X 346931 0 52839 JEFFREY BROWN CFO & ASST. TREASURER 37.50 0.00 X 227147 0 41788 MICHAEL DEGNAN SVP OF OPERATIONS 37.50 0.00 X 186881 0 47597 DAN MITCHELL VP OF CONTRUCTION 37.50 0.00 X 195675 0 31517 SETH KAGY GENERAL MANAGER 37.50 0.00 X 169877 0 44586 JOHN GRAEBER DIRECTOR OF SAFETY & SECURITY 37.50 0.00 X 156705 0 37856 MARK THOMPSON VP OF DATA ANALYTICS 37.50 0.00 X 161844 0 14062 CHONA MAGLAYA VP OF INSTITUTIONAL RELATIONS 37.50 0.00 X 159952 0 6239 ARNALDO RIVERA AS OF 052021 CHIEF ADMIN. & EQUITY OFF. 37.50 0.00 X 129808 0 5911 MICHELLE BOONE THRU 052021 CHIEF PROGRAM & CIVIC OFF. 37.50 0.00 X 91992 0 10272 WILLIAM J BRODSKY CHAIRPERSON 5.00 0.00 X X 0 0 0 NORMAN R BOBINS VICE CHAIRPERSON 5.00 0.00 X X 0 0 0 JENNIFER STEANS TREASURER 5.00 0.00 X X 0 0 0 MICHELLE COLLINS SECRETARY 5.00 0.00 X X 0 0 0 LISA KONIK ARONIN DIRECTOR 1.00 0.00 X 0 0 0 JEFF BETHKE EX-OFFICIO (AS OF 02/2021) 1.00 0.00 X 0 0 0 JAMES BLAIR DIRECTOR (AS OF 09/2021) 1.00 0.00 X 0 0 0 DOUGLAS R BROWN DIRECTOR 1.00 0.00 X 0 0 0 JOHN BUCKSBAUM DIRECTOR 1.00 0.00 X 0 0 0 GISSELLE CASTILLO-VERMIS DIRECTOR 1.00 0.00 X 0 0 0 GERY CHICO DIRECTOR 1.00 0.00 X 0 0 0 LARITA CLARK EX-OFFICIO 1.00 0.00 X 0 0 0 RICARDO ESTRADA DIRECTOR 1.00 0.00 X 0 0 0 SCOTT GOODMAN DIRECTOR 1.00 0.00 X 0 0 0 JILL GRIEBENOW DIRECTOR 1.00 0.00 X 0 0 0 SANDRA P GUTHMAN DIRECTOR 1.00 0.00 X 0 0 0 DEAN HARRISON DIRECTOR 1.00 0.00 X 0 0 0 BRETT HART EX-OFFICIO (THRU 02/2021) 1.00 0.00 X 0 0 0 EMILY HEISLEY STOECKEL DIRECTOR 1.00 0.00 X 0 0 0 ADAM L HOEFLICH DIRECTOR 1.00 0.00 X 0 0 0 JOHN O HUDSON III DIRECTOR (AS OF 09/2021) 1.00 0.00 X 0 0 0 RODGER KILEY EX-OFFICIO 1.00 0.00 X 0 0 0 STEVE KOCH DIRECTOR 1.00 0.00 X 0 0 0 CONNIE LINDSEY DIRECTOR (AS OF 02/2021) 1.00 0.00 X 0 0 0 LAURA MARTIN DIRECTOR 1.00 0.00 X 0 0 0 CHARLES R MATTHEWS DIRECTOR 1.00 0.00 X 0 0 0 RICHARD PRICE DIRECTOR 1.00 0.00 X 0 0 0 JORGE RAMIREZ DIRECTOR 1.00 0.00 X 0 0 0 BRIDGET REIDY DIRECTOR 1.00 0.00 X 0 0 0 SANDRA REYNOLDS DIRECTOR 1.00 0.00 X 0 0 0 SMITA SHAH DIRECTOR 1.00 0.00 X 0 0 0 JOHN SIMPSON DIRECTOR 1.00 0.00 X 0 0 0 ERIC SMITH DIRECTOR (AS OF 02/2021) 1.00 0.00 X 0 0 0 ROBIN LOEWENBERG TEBBE DIRECTOR 1.00 0.00 X 0 0 0 MICHAEL A TOOLIS DIRECTOR 1.00 0.00 X 0 0 0 KELLY WELSH DIRECTOR 1.00 0.00 X 0 0 0 2354639 0 349228 17 0 1 0 ABM PARKING SERVICES 180 NORTH LASALLE STREET CHICAGO IL 60601 PARKING 4382706 ARAMARK GLOBETROTTERS LLC 2301 SOUTH MICHIGAN AVENUE CHICAGO IL 60616 HOUSEKEEPING 2515301 ALLIED UNIVERSAL SECURITY 55 EAST JACKSON BOULEVARD CHICAGO IL 60604 SECURITY 1879491 LEVY RESTAURANTS 980 NORTH MICHIGAN AVENUE CHICAGO IL 60611 CATERING 1693595 SPURRIER GROUP LLC 101 SOUTH 15TH STREET RICHMOND VA 23219 ADVERTISING 1199847 38 12489500 10415223 22904723 PIER PARK AMUSEMENTS 713110 12017224 12017224 PUBLIC PARKING 480000 9634769 9634769 RETAIL 453220 8473725 8473725 USE OF EXHIBIT FACILITIES 532000 4134269 4134269 PROGRAM EVENTS 900099 2426136 2426136 36686123 8681 8681 SPONSORSHIP REVENUE 532000 1748556 79500 1669056 INSURANCE RECOVERY 900099 362500 362500 SUSTAINABILITY REBATE 900099 71541 71541 411968 411968 2594565 62194092 36686123 79500 2523746 X 1490190 514904 975286 3492008 1932657 1367732 191619 378112 271544 100162 6406 1332740 1141960 158667 32113 701353 525105 160382 15866 8128526 8109851 7698 10977 459301 6056 453245 112865 112865 402000 402000 7422777 6671570 609261 141946 2584265 2490990 38045 55230 810223 774282 34640 1301 979057 637246 320159 21652 6061084 5565513 447520 48051 104459 90305 11701 2453 2233930 2200421 22339 11170 10487628 10330314 104876 52438 1470255 1366066 97498 6691 BANK & CREDIT CARD FEES 748713 719254 28227 1232 DUES & SUBSCRIPTIONS 51480 32511 18194 775 TRAINING 11562 10537 1025 207503 191010 16481 12 49670031 43582096 5086003 1001932 1602077 21026093 4388557 282931 3456179 6073336 441876 4503509 921399 774378 223009941 57006658 175321377 166003283 921228 883020 0 0 187052693 199546550 4962132 5695473 7276018 7439592 39695014 40863001 27245388 25092264 2709223 1899803 81887775 80990133 X 101262753 111800107 3902165 6756310 105164918 118556417 187052693 199546550 X 12524061 -3942 871380 X X 0 1 X 1 1 1 X 8870634 2065425 2402511 4544012 22904723 40787305 8870634 2065425 2402511 4544012 22904723 40787305 5746163 35041142 20420 443764 291107 121350 8681 885322 0 0 0 0 19850 19850 210000 636482 186756 2594565 3627803 45320280 218443179 0.77320 0.86380 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: GROSS INCOME FROM FUNDRAISING - 2017 AMOUNT: $ 210,000. 2018 AMOUNT: $ 0. 2019 AMOUNT: $ 153,636. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. MISCELLANEOUS INCOME - 2017 AMOUNT: $ 0. 2018 AMOUNT: $ 0. 2019 AMOUNT: $ 482,846. 2020 AMOUNT: $ 186,756. 2021 AMOUNT: $ 2,594,565. PART II, SECTION C, LINE 14 NAVY PIER INC.'S PUBLIC SUPPORT PERCENTAGE DECREASED SIGNIFIGANTLY IN 2021 DUE TO THE RECIEPT OF COVID-19 RELIEF FROM THE SMALL BUSINESS ADMINISTRATION IN THE FORM OF $2,489,500 PAYCHECK PROTECTION LOAN FORGIVENES AND A $8,089,995 SHUTTERED VENUES OPERATOR GRANT. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 187313211 44272475 143040736 32343056 11080063 21262993 3353674 1654120 1699554 166003283 ADVANCED DEPOSITS 1057244 SWAP LIABILITY 842559 1899803 X 66228595 -3942 177820 3860625 4034503 62194092 0 62194092 52837096 177820 2989245 3167065 49670031 0 49670031 PART X, LINE 2: NPI HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE INTERNAL REVENUE SERVICE STATING THAT IT IS EXEMPT FROM FEDERAL INCOME TAXES UNDER PROVISION OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, EXCEPT FROM INCOME TAXES PERTAINING TO UNRELATED BUSINESS INCOME. THE FINANCIAL ACCOUNTING STANDARDS BOARD ("FASB") ISSUED GUIDANCE THAT REQUIRES TAX EFFECTS FROM UNCERTAIN TAX POSITIONS TO BE RECOGNIZED IN THE FINANCIAL STATEMENTS ONLY IF THE POSITION IS MORE LIKELY THAN NOT TO BE SUSTAINED IF THE POSITION WERE TO BE CHALLENGED BY A TAXING AUTHORITY. MANAGEMENT HAS DETERMINED THERE ARE NO MATERIAL UNCERTAIN POSITIONS THAT REQUIRE RECOGNITION IN THE FINANCIAL STATEMENTS. THERE ARE NO INTEREST OR PENALTIES RECOGNIZED IN THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN VALUE OF INTEREST RATE SWAP 871,380. EMPLOYEE RETENTION CREDIT 2,989,245. PART XII, LINE 2D - OTHER ADJUSTMENTS: EMPLOYEE RETENTION CREDIT 2,989,245. X X X X X X X 1 COMMUNITY COUNSELLING SERVICE CO LLC 527 MADISON AVENUE 5TH FLOOR NEW YORK NY 10022 PROFESSIONAL FUNDRAISING CONSULTING FOR CAMPAIGN 0 6529127 402000 6529127 6529127 402000 6529127 IL SCHEDULE G, PART I, LINE 2B(I): FUNDRAISING SERVICES COMMUNITY COUNSELLING SERVICE CO. LLC (CCS) WAS HIRED AS A FUNDRAISING CONSULTANT FOR A FUNDRAISING CAMPAIGN THAT STARTED IN DECEMBER 2020 AND LASTED THROUGH JANUARY 2022, GENERATING $9 MILLION IN CASH AND PLEDGES. OF THE $9M, $6.5M WAS COLLECTED IN 2021, WHICH IS REFLECTED ON SCHEDULE G, PART I ABOVE. X X X X X 0 0 0 0 0 0 0 1 0 MARILYNN GARDNER PRESIDENT & CEO 379522 0 147000 0 1305 0 16599 0 39962 0 584388 0 0 0 BRIAN MURPHY CHIEF OPERATING OFFICER 277091 0 69343 0 497 0 13887 0 38952 0 399770 0 0 0 JEFFREY BROWN CFO & ASST. TREASURER 191443 0 35571 0 133 0 10251 0 31537 0 268935 0 0 0 MICHAEL DEGNAN SVP OF OPERATIONS 185357 0 1000 0 524 0 7820 0 39777 0 234478 0 0 0 DAN MITCHELL VP OF CONTRUCTION 193871 0 1000 0 804 0 7837 0 23680 0 227192 0 0 0 SETH KAGY GENERAL MANAGER 168772 0 1000 0 105 0 7086 0 37500 0 214463 0 0 0 JOHN GRAEBER DIRECTOR OF SAFETY & SECURITY 155025 0 1000 0 680 0 6366 0 31490 0 194561 0 0 0 MARK THOMPSON VP OF DATA ANALYTICS 160635 0 1000 0 209 0 6454 0 7608 0 175906 0 0 0 CHONA MAGLAYA VP OF INSTITUTIONAL RELATIONS 153837 0 6000 0 115 0 5240 0 999 0 166191 0 0 0 ARNALDO RIVERA AS OF 052021 CHIEF ADMIN. & EQUITY OFF. 129808 0 0 0 0 0 5192 0 719 0 135719 0 0 0 MICHELLE BOONE THRU 052021 CHIEF PROGRAM & CIVIC OFF. 64750 0 0 0 27242 0 3529 0 6743 0 102264 0 15737 0 PART I, LINE 7 NON-FIXED PAYMENTS TO HELP LIMIT COSTS DURING COVID-19 RELATED CLOSURES, NAVY PIER INC.'S PRESIDENT & CEO MARILYNN GARDNER'S BASE SALARY WAS REDUCED BY 25% AS OF MAY 2020 AND WAS RESTORED UPON NAVY PIER'S RE-OPENING, APRIL 30, 2021. CHIEF OPERATING OFFICER BRIAN MURPHY AND CHIEF FINANCIAL OFFICER JEFF BROWN'S BASE SALARIES WERE REDUCED BY 20% IN MAY 2020 AND RESTORED IN APRIL 2021. THE BOARD OF DIRECTORS PROVIDED A ONE-TIME INCENTIVE PAYMENT IN NOVEMBER 2021 FOR MS. GARDNER, MR. MURPHY AND MR. BROWN TO BRING 2021 TOTAL CASH COMPENSATION TO 2019 LEVELS. OTHER FULL-TIME ADMINISTRATIVE STAFF SALARIES WERE REDUCED AS OF JULY 2020 AND EFFECTIVELY RESTORED JANUARY 2021. A IL FINANCE AUTHORITY REV BONDS 861091967 2014-12-16 26500000 EQUIPMENT/CAPITAL PROJECTS/THEATRE 0 0 0 B IL FINANCE AUTHORITY REV BONDS 861091967 2017-10-12 19250000 REFUND PRIOR ISSUE FROM 12/16/14 0 0 0 A 2749710 26695389 26695389 2017 0 0 1 1 B 4661110 19257223 1005453 18251770 2017 0 1 1 1 A 0 0 0 0 0 0 1 B 0 0 0 0 0 0 1 A 0 1 0 0 0 0 0 0 1 B 0 1 0 0 1 0 0 0 1 A 1 B 1 SCHEDULE K, PART I, COLUMN F: COLUMN A: $26,684,702 OF THE PROCEEDS WERE USED TO MANUFACTURE AND INSTALL A NEW OBSERVATION WHEEL AND COMPLETE NECESSARY STRUCTURAL IMPROVEMENTS. COLUMN B: $18,251,770 OF THE LOAN WAS USED TO REFUND A PRIOR ISSUE AND $1,003,057 WAS USED TO COMPLETE CAPITAL PROJECTS INCLUDING CONSTRUCTION OF A LIVE PERFORMANCE THEATRE. THIS BOND WAS ISSUED ON 10/12/2017 AS A REFUND FOR A PRIOR ISSUE. PROCEEDS: THE VARIANCE BETWEEN PROCEEDS IN PART I AND PROCEEDS IN PART II LINE 3, IS INTEREST EARNINGS ON THE PROCEEDS. FORM 990, PART VI, SECTION A, LINE 7A MEMBERS OR STAKEHOLDERS WHO MAY ELECT UNDER THE LEASE AGREEMENT BETWEEN NAVY PIER INC. AND THE METROPOLITAN PIER AND EXPOSITION AUTHORITY (MPEA), THE CHAIR OF THE BOARD, THE SECRETARY-TREASURER AND THE CHIEF EXECUTIVE OFFICER OF MPEA ARE REQUIRED TO BE VOTING MEMBERS OF NAVY PIER, INC.'S BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS THE FORM 990 IS PREPARED BY NAVY PIER INC.'S VICE PRESIDENT OF FINANCE AND ASSISTANT CONTROLLER AND AN OUTSIDE CPA FIRM. THE FORM 990 IS REVIEWED BY NPI'S PRESIDENT AND CEO, CFO, AND FINANCE COMMITTEE PRIOR TO FINAL APPROVAL OF THE BOARD OF DIRECTORS PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY NAVY PIER INC. MAINTAINS A CONFLICT-OF-INTEREST POLICY COVERING DIRECTOR, OFFICER, MEMBER OF A COMMITTEE OF THE BOARD OF DIRECTORS OF NAVY PIER, INC., OR KEY EMPLOYEE (AS DEFINED BY THE IRS IN INSTRUCTIONS FOR FROM 990) WHICH REQUIRES DISCLOSURE OF FINANCIAL INTERESTS THAT PRESENT A POTENTIAL CONFLICT OF INTEREST AS DEFINED IN THE POLICY. ANNUAL ATTESTATIONS ARE REQUIRED AS WELL AS IMMEDIATE DISCLOSURE IF A POTENTIAL CONFLICT ARISES. THE BOARD OF DIRECTORS ADJUDICATES IF A CONFLICT EXISTS AND IF THE TRANSACTION SHOULD PROCEED BASED UPON THE BEST INTEREST OF THE COMPANY. NAVY PIER INC. ALSO MAINTAINS A WHISTLEBLOWER POLICY THAT INCLUDES THE ABILITY TO PROVIDE ANONYMOUS INFORMATION VIA A HOTLINE. SUCH INFORMATION IS REPORTED TO THE VP OF PEOPLE AND CULTURE, OR IF THIS PERSON IS NOT AVAILABLE OR IS THE SUBJECT OF THE INFORMATION, TO THE GENERAL COUNSEL. THIS PERSON MAKES A RECORD OF THE COMPLAINT, CONDUCTS AN INVESTIGATION, MAKES FINDINGS AND RECOMMENDS OR IMPLEMENTS CORRECTIVE ACTION IF APPROPRIATE. FORM 990, PART VI, SECTION B, LINE 15 PROCESS OF DETERMINING COMPENSATION THE EXECUTIVE COMMITTEE REVIEWS THE GOALS AND PERFORMANCE OF THE PRESIDENT AND CEO AND SENIOR MANAGEMENT. THE COMMITTEE ALSO RETAINS AN INDEPENDENT CONSULTANT WHO CONDUCTS AN INDEPENDENT EVALUATION USING COMPENSATION DATA OF THE COMPARABLE KEY EMPLOYEES AT LOCAL AND NATIONAL PEER INSTITUTIONS. THE MOST RECENT COMPENSTAION SURVEY WAS CONDUCTED IN 2021. THE EXECUTIVE COMMITTEE REVIEWS THE INFORMATION PROVIDED BY THE INDEPENDENT CONSULTANT AND APPROVES RECOMMENDATIONS FROM THE PRESIDENT AND CEO FOR COMPENSATION OF KEY EMPLOYEES. THE EVALUATIONS, REVIEWS, COMMENTS AND DECISIONS ARE DOCUMENTED IN THE MINUTES OF THE EXECUTIVE COMMITTEE. THE PRESIDENT AND CEO REVIEWS THE GOALS AND PERFORMANCE OF SENIOR STAFF AND REVIEWS THE COMPENSATION DATA OF THE COMPARABLE KEY EMPLOYEES OF WHICH RECOMMENDATIONS ARE REVIEWED, MODIFIED AND APPROVED BY THE EXECUTIVE COMMITTEE. TO HELP LIMIT COSTS DURING COVID-19 RELATED CLOSURES, NAVY PIER INC.'S PRESIDENT & CEO MARILYNN GARDNER'S BASE SALARY WAS REDUCED BY 25% AS OF MAY 2020 AND WAS RESTORED UPON NAVY PIER'S RE-OPENING, APRIL 30, 2021. CHIEF OPERATING OFFICER BRIAN MURPHY AND CHIEF FINANCIAL OFFICER JEFF BROWN'S BASE SALARIES WERE REDUCED BY 20% IN MAY 2020 AND RESTORED IN APRIL 2021. THE BOARD OF DIRECTORS PROVIDED A ONE-TIME INCENTIVE PAYMENT IN NOVEMBER 2021 FOR MS. GARDNER, MR. MURPHY AND MR. BROWN TO BRING 2021 TOTAL CASH COMPENSATION TO 2019 LEVELS. OTHER FULL-TIME ADMINISTRATIVE STAFF SALARIES WERE REDUCED AS OF JULY 2020 AND EFFECTIVELY RESTORED JANUARY 2021. FORM 990, PART VI, SECTION C, LINE 19 HOW DOCUMENTS ARE MADE AVAILABLE TO THE PUBLIC GOVERNING DOCUMENTS, THE CONFLICT OF INTEREST POLICY, AND THE FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART IX, LINE 11G SECURITY: PROGRAM SERVICE EXPENSES 2,364,026. TOTAL EXPENSES 2,364,026. HOUSEKEEPING: PROGRAM SERVICE EXPENSES 2,303,257. TOTAL EXPENSES 2,303,257. OTHER FEES: PROGRAM SERVICE EXPENSES 2,004,287. MANAGEMENT AND GENERAL EXPENSES 469,761. FUNDRAISING EXPENSES 141,946. TOTAL EXPENSES 2,615,994. DONATION CULTIVATING SERVICES/ADVOCACY: MANAGEMENT AND GENERAL EXPENSES 139,500. TOTAL EXPENSES 139,500. FORM 990, PART XI, LINE 9: CHANGE IN VALUE OF INTEREST RATE SWAP 871,380. COVID-19 PANDEMIC ON MARCH 11, 2020, THE WORLD HEALTH ORGANIZATION DECLARED THE OUTBREAK OF A RESPIRATORY DISEASE CAUSED BY A NEW CORONAVIRUS AS A "PANDEMIC". FIRST IDENTIFIED IN LATE 2019 AND KNOWN NOW AS COVID-19, THE OUTBREAK HAS IMPACTED MILLIONS OF INDIVIDUALS WORLDWIDE. IN RESPONSE, MANY COUNTRIES HAVE IMPLEMENTED MEASURES TO COMBAT THE OUTBREAK WHICH HAVE IMPACTED GLOBAL BUSINESS OPERATIONS. OUT OF CONCERN FOR THE SAFETY AND HEALTH OF ITS GUESTS AND EMPLOYEES, NAVY PIER INC.(NPI) TEMPORARILY CLOSED THE PIER ON MARCH 16, 2020. ILLINOIS GOVERNOR J.B. PRITZKER ISSUED EXECUTIVE ORDER 2020-10 ON MARCH 20, 2020 WHICH REQUIRED NON-ESSENTIAL BUSINESSES TO TEMPORARILY CEASE OPERATIONS. APPROXIMATELY 80 STAFF WERE FURLOUGHED OR LAID-OFF AFTER MARCH 27, 2020. NPI WAS ABLE TO SECURE A PAYCHECK PROTECTION PROGRAM TERM NOTE (PPP LOAN) THROUGH ITS PRIMARY LENDER ON APRIL 20, 2020, ALLOWING FURLOUGHED AND LAID-OFF STAFF TO RETURN TO WORK IN ORDER TO PREPARE FOR THE UPCOMING SUMMER SEASON. (FORGIVENESS OF THE PPP LOAN WAS GRANTED IN SEPTEMBER 2021 USING A 12-WEEK COVERED PERIOD FOR SALARIES, EMPLOYEE BENEFITS, AND UTILITY EXPENSES.) THE PIER REMAINED CLOSED TO THE PUBLIC UNTIL JUNE 10, 2020, WHEN IT REOPENED PER THE TERMS OF EXECUTIVE ORDER 2020-38. PURSUANT TO STATE OF ILLINOIS RESTRICTIONS, NPI WAS NOT ABLE TO OPERATE PIER PARK AMUSEMENTS, OR ITS CONVENTION AND MEETING FACILITIES AFTER MARCH 16, 2020. DUE TO THE ANTICIPATED DROP IN ATTENDANCE, EACH TENANT WAS OFFERED A RENT-RELIEF PACKAGE IN ORDER TO ENSURE THE TENANTS' LONG-TERM SURVIVAL; AGREEMENTS FOR RENT RELIEF WERE REACHED WITH ALL BUT THREE TENANTS BY THE END OF 2020. THE OPERATING RESTRICTIONS AND DECREASED ATTENDANCE NEGATIVELY IMPACTED NPI'S REVENUES, LIQUIDITY, AND NET ASSETS WITHOUT DONOR RESTRICTIONS. NPI MOVED TO MITIGATE THE IMPACT BY REDUCING ITS WORKFORCE, REDUCING SALARIES, DELAYING CAPITAL EXPENDITURES, REDUCING ADVERTISING COSTS AND OTHER DISCRETIONARY SPENDING, AND ACTIVELY MANAGING CASH DISBURSEMENTS, WHICH HAS ALLOWED NPI TO MEET ITS OBLIGATIONS AS THEY BECOME DUE. NPI'S DEBT OBLIGATIONS WERE RENEGOTIATED WITH ITS PRIMARY LENDER AND ARE DETAILED IN NOTE H. THE BOARD OF NPI ENGAGED IN A "SAVE THE PIER" FUNDRAISING CAMPAIGN TO ALLOW THE PIER TO RE-OPEN, REPLENISH CASH RESERVES AND CONTINUE TO OFFER RENT RELIEF TO ITS TENANT PARTNERS. DESPITE THESE PROACTIVE MEASURES, ATTENDANCE DURING SUMMER 2020 WAS APPROXIMATELY 15% OF THAT FROM THE PRIOR YEAR. IN AN EFFORT TO PRESERVE ITS LIQUIDITY, NPI DECIDED TO CLOSE THE PIER TO THE GENERAL PUBLIC AFTER LABOR DAY, AND RE-OPENED APRIL 30, 2021. TENANT LEASES WERE AGAIN MODIFIED DURING THIS CLOSURE PERIOD, AND RELIEF WAS EXTENDED INTO 2022 FOR ALL TENANTS. NPI RECEIVED THE PROCEEDS OF A PAYCHECK PROTECTION PROGRAM TERM NOTE ("PPP LOAN") IN THE AMOUNT OF $2,489,500 THROUGH ITS PRIMARY LENDER ON APRIL 20, 2020, ALLOWING FURLOUGHED AND LAID-OFF STAFF TO RETURN TO WORK IN ORDER TO PREPARE FOR THE UPCOMING SUMMER SEASON. FORGIVENESS WAS GRANTED BY THE SMALL BUSINESS ADMINISTRATION ("SBA") ON SEPTEMBER 9, 2021 USING A 12-WEEK COVERED PERIOD FOR SALARIES, EMPLOYEE BENEFITS, AND UTILITY EXPENSES. NPI RECEIVED THE PROCEEDS OF A SECOND PPP LOAN IN THE AMOUNT OF $1,910,005 THROUGH ITS PRIMARY LENDER ON MARCH 23, 2021. FORGIVENESS WAS GRANTED BY THE SBA ON SEPTEMBER 28, 2021 USING A 13-WEEK COVERED PERIOD FOR SALARIES, EMPLOYEE BENEFITS AND UTILITY EXPENSES. UPON SECURING EACH PPP LOAN, NPI RECORDED THE AMOUNTS AS BOND AND LOAN LIABILITIES ON THE STATEMENT OF FINANCIAL POSITION; UPON FORGIVENESS, NPI CONVERTED THE AMOUNTS OF THE TWO PPP LOANS INTO COVID-19 RELIEF REVENUES. THE CARES ACT PROVIDES AN EMPLOYEE RETENTION TAX CREDIT ("ERTC"), WHICH IS A REFUNDABLE TAX CREDIT AGAINST CERTAIN EMPLOYMENT TAXES OF UP TO $5,000 PER EMPLOYEE FOR ELIGIBLE EMPLOYERS. THE TAX CREDIT IS EQUAL TO 50% OF QUALIFIED WAGES PAID TO EMPLOYEES DURING A QUARTER, CAPPED AT $10,000 OF QUALIFIED WAGES PER EMPLOYEE THROUGH DECEMBER 31, 2020. ADDITIONAL RELIEF PROVISIONS WERE PASSED BY THE UNITED STATES GOVERNMENT, WHICH EXTEND AND SLIGHTLY EXPAND THE QUALIFIED WAGE CAPS ON THESE CREDITS THROUGH DECEMBER 31, 2021. BASED ON THESE ADDITIONAL PROVISIONS, THE TAX CREDIT FOR 2021 IS EQUAL TO 70% OF QUALIFIED WAGES PAID TO EMPLOYEES DURING A QUARTER, AND THE LIMIT ON QUALIFIED WAGES PER EMPLOYEE HAS BEEN INCREASED TO $10,000 OF QUALIFIED WAGES PER QUARTER. NPI QUALIFIED FOR AND CLAIMED $1,853,000 IN ERTC DURING THE FISCAL YEAR ENDED DECEMBER 31, 2021. ON NOVEMBER 2, 2021, NPI RECEIVED A $8,089,995 SHUTTERED VENUES OPERATOR GRANT FROM THE SBA. THE GRANT ALLOWED FOR NPI TO ALLOCATE CERTAIN COSTS INCURRED BETWEEN MARCH 2020 AND DECEMBER 2021 AS IT RELATES TO MAINTAINING, OPERATING, AND RE-OPENING NAVY PIER DURING THE COVID-19 PANDEMIC.