2017-08-29T09:32:43-05:00 2016-12-31 GRANT THORNTON LLP 171 N CLARK ST SUITE 200 CHICAGO IL 60601 990 2016-01-01 800926174 UI LABS % CARALYNN COLLENS MD UIL 3122816900 1415 N Cherry Avenue Chicago IL 60642 CARALYNN COLLENS MD CEO & secretary 3129273570 2017-08-28 true Bridget T Roche P00666837 3128560200 38.84.128.189 36941220172415000000 2017-08-29 P 93FDFCBE98599CE14EB3A282B258112F38B6AAFB A46B4346062B0B170441855A605DF266AE90B09D 2016 2021-01-29 14:40:06Z Caralynn Collens MD 1415 N Cherry Avenue Chicago IL 60642 26868119 false X WWW.UILABS.ORG X 2013 IL To solve large-scale technological and societal issues by forming industry-driven consortia to close the gap between innovation and commercialization. 14 13 78 0 0 29059198 21953123 3221792 4845073 -2445 14925 40910 51831 32319455 26864952 0 0 0 0 4746509 7162393 0 0 0 12033522 18436814 16780031 25599207 15539424 1265745 31421833 37394157 12359492 17066071 19062341 20328086 X UI LABS principal purposes include the following: (Mission continued in Schedule O). false false 19924954 0 3770073 UI LABS created an innovation platform, the Digital Manufacturing and Design Innovation Institute (DMDII), in partnership with the Department of Defense, to transform American manufacturing through the digitization of the supply chain. DMDIIs goal is to provide U.S. factories with the tools, software and expertise they need to build things more efficiently, less expensively, and more quickly, so they can win more business and bring jobs back to the United States. 2256780 0 1075000 UI LABS formed a second innovation platform, City Digital, which uses Chicago as a testbed for improvements in the areas of buildings and other physical infrastructure, water and sanitation, energy management, and mobility. Ongoing pilots include research to improve Chicagos stormwater drainage system, which is frequently overloaded, and mapping Chicagos underground to prevent construction work from disrupting utility service. 22181734 true true false false false false false false false false true false false false false true true false false false false false false false false false false false false true false false false false false false false false true false false false false false false false false true 36 0 true 78 true false false false false false false false false false false X 14 13 true false false false false false false true true false false true true true true true true true true false IL X X CARALYNN COLLENS MD 3122816900 1415 N CHERRY AVENUE Chicago IL 60642 Warren Holtsberg Director & Chairman 4.0 0.0 X X 0 0 0 Vic Abate director (Beg. 3/1/2016) 2.0 0.0 X 0 0 0 Henry Bienen Director 2.0 0.0 X 0 0 0 Ivo Daalder Director (Beg. 3/1/2016) 2.0 0.0 X 0 0 0 Eric Isaacs Director 2.0 0.0 X 0 0 0 Dan'l Lewin Director (Beg. 3/1/2016) 2.0 0.0 X 0 0 0 Roger Plummer Director 2.0 0.0 X 0 0 0 Anne Pramaggiore Director (Beg. 3/1/2016) 2.0 0.0 X 0 0 0 Girish Rishi Director (Beg. 3/1/2016) 2.0 0.0 X 0 0 0 Lawrence Schook Director 2.0 0.0 X 0 0 0 Pedro Suarez director (Beg. 3/1/2016) 2.0 0.0 X 0 0 0 Mark Tebbe Director (Beg. 3/1/2016) 2.0 0.0 X 0 0 0 Mike Zafirovski Director & VICE CHAIR 2.0 0.0 X X 0 0 0 Caralynn Collens MD CEO & SECRETARY 60.0 0.0 X X 394769 0 15565 Douglas Oberhelman DIRECTOR (thru 3/30/2016) 2.0 0.0 X 0 0 0 Pamela Strobel DIRECTOR (thru 9/28/2016) 2.0 0.0 X 0 0 0 Patricia Woertz DIRECTOR (THRU 3/30/2016) 2.0 0.0 X 0 0 0 Dean Bartles THRU 852016 DMDII Executive Director & CMO 60.0 0.0 X 366130 0 15816 Steven Fifita CiDi Executive Director 60.0 0.0 X 292486 0 10514 Jenny Fisher V.P., Administration 60.0 0.0 X 250364 0 16856 Colette Buscemi Sr Mgr Strategic Programs 60.0 0.0 X 185070 0 8665 Andrew Watkins Managing Dir of Strategy 60.0 0.0 X 190965 0 4035 Eliot Dam THRU 1142016 Dir., Tech Transition 60.0 0.0 X 172710 0 15135 James Barkley Dir., DMC 60.0 0.0 X 178145 0 11155 2030639 0 97741 24 false true false Nexient 7707 Gateway Blvd Suite 100 NEWARK CA 94560 Consulting 410914 Locke Lord LLP 111 S Wacker Drive CHICAGO IL 60606 Legal 274770 Agility Network Services 211 W Wacker Drive CHICAGO IL 60606 INFORMATION TECH 227470 Securitas Security Services 150 S Wacker Drive CHICAGO IL 60606 Security 170183 Diverse Facility Solutions 12838 S Cicero Avenue ALSIP IL 60803 Janitorial 134265 10 21757965 195158 40963 21953123 MEMBERSHIP DUES 900099 4838833 4838833 DMDII PROGRAM SERVICE REVENUE 900099 6240 6240 4845073 18092 18092 0 0 48048 48048 0 48048 48048 3167 -3167 -3167 -3167 0 0 0 0 0 0 0 0 0 MISCELLANEOUS REVENUE 900099 3783 3783 3783 26864952 4845073 66756 0 0 0 0 1095279 824914 270365 0 4658330 3568708 1089622 132741 101354 31387 869913 587248 282665 406130 310101 96029 0 265198 223569 41629 239889 131056 108833 0 0 0 2310131 1633066 677065 0 110457 68745 41712 451220 399870 51350 0 2763599 2371434 392165 329439 294922 34517 0 24614 19781 4833 9241 9241 0 2146579 2100256 46323 162827 162827 PASS-THROUGH PROGRAM COSTS 9379539 9379539 COMMUNICATION & OUTREACH 172034 148489 23545 MEMBERSHIP DUES 17141 3793 13348 BOOKS, SUBSCRIPTIONS, REF 16881 14889 1992 38025 38025 25599207 22181734 3417473 0 836571 0 8327522 16988432 5869999 6004028 0 0 0 0 0 0 0 0 0 0 176693 253300 17882376 3733979 16211048 14148397 0 0 0 0 0 0 0 0 0 0 31421833 37394157 3229247 4595638 0 0 9130245 12470433 0 0 0 0 0 0 0 0 0 0 0 0 12359492 17066071 X 19062341 20328086 0 0 0 0 19062341 20328086 31421833 37394157 1265745 X false true X true true true X 0 179691 8896970 29059198 21953123 60088982 0 0 0 179691 8896970 29059198 21953123 60088982 414337 59674645 66140 66140 0 0 0 0 40910 3783 44693 60199815 8066865 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 15335943 2671287 12664656 0 1162539 292157 870382 1383894 770535 613359 14148397 0 0 X 26930026 80000 80000 26850026 14926 14926 26864952 25664281 80000 80000 25584281 14926 14926 25599207 Schedule D, Part X, Line 2 UI LABS follows Accounting Standards Codification (ASC) 740-10, which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return, including issues relating to financial statement recognition and measurement. This section provides that the tax effects from an uncertain tax position can 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. The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged. UI LABS is exempt from income tax under Internal Revenue Code (IRC) Section 501(c)(3) and is only subject to tax on income unrelated to its exempt purposes, unless that income is otherwise excluded by the IRC. X X X X X true false false false false false false true false Caralynn Collens MD CEO & SECRETARY 354726 0 39877 0 166 0 10600 0 4965 0 410334 0 0 0 Dean Bartles THRU 852016 DMDII Executive Director & CMO 192304 0 35533 0 138293 0 9488 0 6328 0 381946 0 0 0 Steven Fifita CiDi Executive Director 292167 0 0 0 319 0 3000 0 7514 0 303000 0 0 0 Jenny Fisher V.P., Administration 224120 0 26244 0 0 0 9851 0 7005 0 267220 0 0 0 Colette Buscemi Sr Mgr Strategic Programs 177634 0 7396 0 40 0 6338 0 2327 0 193735 0 0 0 Andrew Watkins Managing Dir of Strategy 170965 0 20000 0 0 0 0 0 7368 0 198333 0 0 0 Eliot Dam THRU 1142016 Dir., Tech Transition 159299 0 5454 0 7957 0 7225 0 7910 0 187845 0 0 0 James Barkley Dir., DMC 170898 0 7167 0 80 0 7133 0 4022 0 189300 0 0 0 SCHEDULE J, PART I, LINE 4A Severance Payment or Change of Control Payment The following individuals received severance payments from the organization in 2016: Dean Bartles, DMDII Executive Director & CMO $ 138,293 Eliot Dam, Dir., Tech Transition $ 7,725 Schedule J, part I, Line 7 Non-Fixed Payments Employees at UI Labs have the opportunity to earn an annual performance bonus that is capped at 5% or 15% of their annual salary depending on whether the employee is classified as an executive. At the end of each year, UI LABS Leadership Team reviews organizational and employee performance goals and puts forth a recommendation for performance bonuses. Recommendations are reviewed by the Compensation Committee and all bonuses for Key Employees and/or employees whose salary exceeds $100,000 are approved by the Compensation Committee and the Board of Directors. Approval for performance bonuses are granted during the first quarter of the subsequent year and paid out during quarter two. In addition to the performance bonuses paid above, UI LABS will periodically recognize employee performance with spot bonuses throughout the year. Performance-based bonuses exceeding 5% of base salary require approval by the UI LABS CEO. X MICROSOFT 365 SOFTWARE 1 35000 BOOK VALUE X DONATED BASEBALL SUITE 1 5963 FMV true true false Sch M, Part I, Line 30b Arrangements for Contributed Property UI LABS received a four year software arrangement in March that includes 100 license agreements valued at $168,000 amortized over 4 years. Form 990, Part III, Line 1 ORGANIZATION'S MISSION, CONTINUED. 1. Principally, to actively and continuously engage directly in the Conduct of scientific research and technology research and technology Development in conjunction with one or more academic research institutions within the meaning of 170(b)(1)(a)(iii) of the code; 2. To promote, conduct and enhance interdisciplinary research at the Intersection of computing, informational sciences, engineering, life Sciences, creativity and innovation at and in conjunction with the University of Illinois and other academic research institutions; 3. To provide to the Chicago land and Illinois community facilities, Resources and educational opportunities in areas related to high Performance computing and applications in advanced manufacturing, transportation, energy, health, environmental and food production, And other scientific applications as deemed fit by the board of Directors; 4. To serve the community by fostering work for development, entrepreneurial activities, civic engagement and outreach focused on The applications in (3); 5. To facilitate practical application of discoveries arising out of Research UI LABS through public-private partnerships with for-profit business entities and other non-profit institutions; and 6. To engage in any other lawful activities in furtherance of the above purposes. Form 990, Part VI, Line 1a BOARD COMMITTEES: THE BOARD SHALL ESTABLISH AN EXECUTIVE COMMITTEE AND AN AUDIT COMMITTEE, AND MAY BY RESOLUTION DESIGNATE ONE (1) OR MORE ADDITIONAL BOARD COMMITTEES (COLLECTIVELY, "BOARD COMMITTEES"). ALL BOARD COMMITTEES SHALL CONSIST OF THREE (3) OR MORE COMMITTEE MEMBERS. THE EXECUTIVE COMMITTEE SHALL CONSIST SOLELY OF DIRECTORS. A MAJORITY OF THE MEMBERS OF ANY OTHER BOARD COMMITTEE SHALL BE DIRECTORS. BOARD COMMITTEE MEMBERS SHALL BE APPOINTED BY, AND SHALL SERVE AT THE PLEASURE OF, THE BOARD OF DIRECTORS; HOWEVER, ALL BOARD COMMITTEE APPOINTMENTS SHALL BE RECONFIRMED AT LEAST ANNUALLY. EITHER ON ITS OWN INITIATIVE OR UPON RECOMMENDATION BY A BOARD COMMITTEE, THE BOARD BY RESOLUTION MAY ESTABLISH A STATEMENT OF PURPOSE, DUTIES AND RESPONSIBILITIES FOR ANY BOARD COMMITTEE NOT INCONSISTENT WITH THE BYLAWS. EXECUTIVE COMMITTEE: THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIR AND VICE-CHAIR OF THE BOARD, ALONG WITH AT LEAST ONE (1) OTHER DIRECTOR. THE EXECUTIVE COMMITTEE HAS THE AUTHORITY TO ACT ON BEHALF OF THE BOARD IN CONDUCTING THE AFFAIRS OF THE CORPORATION BETWEEN MEETINGS OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE PROVIDES DIRECTION, COUNSEL AND OVERSIGHT TO THE CEO IN THE CONDUCT OF THE CORPORATION'S DAY TO DAY ACTIVITIES. THE EXECUTIVE COMMITTEE SHALL ALSO DEVELOP THE CORPORATION'S ANNUAL BUDGET (INCLUDING PLANS FOR THE FUNDING THEREOF), WHICH SHALL BE PRESENTED TO THE FULL BOARD FOR APPROVAL, AND SHALL MONITOR THE CORPORATION'S FINANCIAL PERFORMANCE RELATIVE TO ANY SUCH BUDGETS SO APPROVED. FORM 990, PART VI, LINE 2 FAMILY RELATIONSHIP Jenny Fisher, Vice President of Administration, has a family relationship with Warren Holtsberg, Chairman of UI LABS' Board of Directors. FORM 990, PART VI, LINE 11B FORM 990 REVIEW PROCESS The IRS form 990 is prepared by an external public accounting firm. Internal members of finance review the draft prior to dissemination to the Audit Committee. The Audit Committee then reviews the draft, and prior to filing a draft is distributed to the full Board of Directors. FORM 990, PART VI, LINE 12 CONFLICT OF INTEREST POLICY MONITORING & ENFORCEMENT UI LABS issues to its board members, officers, management, and staff the corporation's conflict of interest policy on an annual basis. All board members, officers, management, and staff must acknowledge their agreement to comply with the conflict of interest policy through signature. All conflicts of interest disclosed will be reviewed by the chairman. If further action needs to be taken, the issue is brought before the board of directors. If a potential conflict with a specific potential transaction appears, UI LABS will call a special meeting of the board of directors where a determination will be made whether to proceed with the transaction. Any related person will not be present or participate in deliberations, discussions or vote in connection with the transaction. FORM 990, PART VI, LINES 15A AND 15B PROCESS FOR DETERMINING COMPENSATION UI LABS worked in conjunction with the Board Chairman and outside consultants to set labor rates for key employees. The labor rates were subsequently reported to the Department of Defense. Annual increases for key employees as well as all salaries above $100,000 were brought to the attention of the Chairman of the Board and the Board Compensation Committee by the CEO. For other key positions within the organization, salaries are approved as part of the annual budget approval process. Every year, or as need arises, surveys are done so that salary benchmarks can be determined. When major changes are going to be made, this information may be brought to the appropriate Board committees for their review/ approval. FORM 990, PART VI, LINE 19 HOW DOCUMENTS ARE MADE AVAILABLE TO THE PUBLIC The organization's governing documents, conflict of interest policy, and financial statements may be made available only upon request and with the approval of the organization. CONTINGENT IN-KIND DONATIONS During the fiscal year ended December 31, 2016, UI LABS received in-kind donations of goods and services, including software, from members of the DMDI consortium. As of the date the financial statements were available to be issued, UI LABS had not implemented the software, and was still in the process of working with the government to determine the fair value of the contributions. These contributions did not meet the criteria for recording in the year ended December 31, 2016. Based on the initial estimates provided by the donating parties, the value of the in-kind donations is approximately $91 million.