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SEE SCHEDULE O FOR ADDITIONAL INFORMATION. 428278881 true true false false false false false false false false true false false false true true false true false false false false false false false false false false false true false false false false false false false false false false false false true true true false false false true 151 0 true 2952 true true true false false false false false false false false false false false X 3 0 false false false false true true true true true false false false true true true true true false true true true X DAVID BIXBY 6027474000 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 X Dennis Bierle COO/Director (As of 5/21/18) 20.0 20.0 X X 356788 0 83268 Mystie Johnson Foote CEO/Director (THRU 2/12/18) 20.0 20.0 X X 458196 0 867 Carol Karp CFO BMG & BUMG/Director 20.0 20.0 X X 117897 275092 35124 Vance McLarren COO/Director (Thru 3/2/18) 20.0 20.0 X X 367229 0 21459 Patrick Rankin MD CEO/Director (as of 2/12/18) 20.0 20.0 X X 393381 0 104093 Joshua Tournas MD Physician 40.0 0.0 X 1198522 0 43902 Martin Benoit MD Physician 40.0 0.0 X 1193588 0 41365 John Udall MD Physician 40.0 0.0 X 1107947 0 41024 Stuart Lacey MD Physician 40.0 0.0 X 1047347 0 38645 Amir Etemad MD Hospitalist Physician Ld 40.0 0.0 X 1026299 0 31528 David Bixby Secretary 8.0 40.0 X 0 1229533 1213066 Elizabeth Avant Assistant Secretary 8.0 40.0 X 0 120768 12910 7267194 1625393 1667251 898 true true false MEDICUS HOSPITALISTS WEST LLC 22 ROULSTON ROAD WINDHAM NH 03087 MEDICAL SERVICES 4331118 WEATHERBY LOCUMS INC PO BOX 972633 DALLAS TX 75397 MEDICAL STAFFING 2491488 COMPHEALTH PO BOX 972651 DALLAS TX 75397 MEDICAL STAFFING 1754403 A PROFESSIONAL IMAGE INC 1140 S SAN JOSE SUITE 1 MESA AZ 85202 TELEPHONE ANSWERING 500261 CRIMSON PO BOX 79461 BALTIMORE MD 21279 HEALTHCARE CNSLTNG 460000 30 2552661 2552661 HEALTHCARE SERVICES 621111 365066387 365066387 0 0 AZ MEDICAL SLEEP INSTITUTE K-1 621500 12433 0 12433 0 365078820 205529 205529 0 0 1623953 1623953 0 1623953 1623953 0 0 369460963 365066387 12433 1829482 3500 3500 0 0 0 0 0 0 2213394 0 2213394 0 2676545 0 2676545 0 331555065 322859687 8695378 0 7134619 6844867 289752 0 18619416 17527360 1092056 0 15445754 14723063 722691 0 1688 1688 0 0 197619 0 197619 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 14883942 13375182 1508760 0 128107 0 128107 0 2278701 2257790 20911 0 198781 181471 17310 0 0 0 0 0 20094210 19971012 123198 0 570829 479759 91070 0 0 0 0 0 4060 2056 2004 0 2994667 576955 2417712 0 0 0 0 0 874057 820395 53662 0 11325724 11297600 28124 0 BILLING 19857386 0 19857386 0 MEDICAL SUPPLIES 12838022 12838022 0 0 CORPORATE ALLOCATIONS 6355350 0 6355350 0 STAFF DEVELOPMENT 1968549 1946286 22263 0 7283810 2572188 4711622 479503795 428278881 51224914 0 0 -1251663 -1182516 0 0 0 0 28180657 24471190 0 0 0 0 0 0 0 0 887060 1828290 37655027 29522185 13665062 8132842 0 0 90354 100857 0 0 13107490 13107490 1317531 723010 55996491 47181163 39574840 41388187 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5334613 5458387 44909453 46846574 X 10996684 233732 90354 100857 0 0 11087038 334589 55996491 47181163 X -110042832 0 0 0 0 99290383 X false true X true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2432898 2432898 7258964 5088762 2170202 4199992 2802544 1397448 23285783 21630879 1654904 477390 477390 8132842 0 CAPITAL LEASES 5458387 5458387 X SCHEDULE D, PART X, LINE 2 BANNER HAS NOT RECORDED ANY EXPENSE OR ACCRUED FOR ANY RELATED EXPENSE FOR ANY UNCERTAIN TAX POSITIONS. BANNER'S 2015 THROUGH 2018 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR FEDERAL INCOME TAX PURPOSES, WHEREAS THE 2014 THROUGH 2018 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR STATE TAXING JURISDICTIONS IN WHICH BANNER OPERATES. 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THIS AMOUNT IS INCLUDED IN THE INDIVIDUAL'S COMPENSATION AND IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III). THE AMOUNT OF THE PAYMENT IS LISTED BELOW. DENNIS BIERLE $127,341 SCHEDULE J, PART I, LINE 3 THE COMPENSATION OF THE ORGANIZATION'S CEO IS DETERMINED BY A RELATED TAX-EXEMPT ORGANIZATION. SEE SCHEDULE O FOR FORM 990, PART VI, LINES 15A AND 15B FOR THE PROCESS USED BY THE RELATED ORGANIZATION TO DETERMINE COMPENSATION. SCHEDULE J, PART I, LINE 4A THE FOLLOWING INDIVIDUALS RECEIVED SEVERANCE PAY DURING 2018 (INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III)): VANCE MCLARREN $161,538 SCHEDULE J, PART I, LINE 4B 1. SERP II - COVERED 1 EXECUTIVE (BIXBY). THIS NONQUALIFIED PLAN IS HELD IN A RABBI TRUST AT NORTHERN TRUST COMPANY. PAYMENTS ARE PURSUANT TO THE 2004 PLAN WHICH WAS REVIEWED BY AN INDEPENDENT COMPENSATION COMMITTEE TO DETERMINE REASONABLENESS AND IS PAYABLE AT AGE 65 OR UPON 15 YEARS SERVICE. THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS AND ARE CALCULATED BASED ON ACTUARILY DETERMINED FACTORS. TAXATION OCCURS UPON DISTRIBUTION. EMPLOYER CONTRIBUTIONS TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (INCLUDED IN Schedule J, Part II, Column (C) AS DEFERRED COMPENSATION): DAVID BIXBY $572,420 2. EXEC 457(B) - COVERED APPROXIMATELY 290 FORMER AND CURRENT EXECUTIVES. THIS NONQUALIFIED PLAN IS HELD AT FIDELITY INVESTMENTS AND IS 100% VESTED. TAXATION OCCURS UPON DISTRIBUTION. THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS. CONTRIBUTIONS ARE CALCULATED BASED ON ACTUARIALLY DETERMINED FACTORS. 3. EXEC 457(F) - COVERED SOME OF THE OFFICERS AND DIRECTORS LISTED ON FORM 990, PART VII, SECTION A, LINE 1A. THIS NONQUALIFIED PLAN IS HELD AT FIDELITY INVESTMENTS. VESTING OCCURS UPON MEETING VESTING REQUIREMENTS (SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE) - EARLIER OF AGE 62, 5 YEARS FROM DATE OF DEPOSIT, OR RULE OF 80. TAXATION OCCURS UPON DISTRIBUTION (IF VESTED). THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS. PAYOUT AMOUNTS ARE TAXABLE AND INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III). DEPOSIT AMOUNTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). NAME 457(F) PAYOUT EMPLOYER 457(F) DEPOSIT MYSTIE JOHNSON FOOTE $49,297 $0 CAROL KARP $0 $7,340 SCHEDULE J, PART I, LINE 7 1. THE INDIVIDUALS IDENTIFIED BELOW PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING THE THREE-YEAR CYCLES FROM 2015-2017, 2016-2018, 2017-2019 AND 2018-2020. THE LTIP WAS DESIGNED AT THE INITIATIVE OF THE BANNER BOARD OF DIRECTORS WITH THE ASSISTANCE OF TOWERS WATSON, AND ALL COMPONENTS WERE APPROVED BY THE BOARD. THE PLANS AREAS OF PERFORMANCE TARGETS INCLUDE: BANNER HEALTH NETWORK COST PER CASE, ELECTRONIC HEALTH RECORD IMPLEMENTATION, COVERED LIVES (POPULATION HEALTH MANAGEMENT) AND HIRING PHYSICIANS. AWARDS ARE CALCULATED AS A PERCENTAGE OF AVERAGE BASE SALARY DURING THE THREE-YEAR CYCLE, AND OPPORTUNITY VARIES BY POSITION LEVEL. THE PLAN REQUIRES A THRESHOLD LEVEL OF FINANCIAL PERFORMANCE BEFORE ANY AWARDS CAN BE MADE, AND THE AMOUNT OF THE AWARDS VARIES WITH THE DEGREE OF ACHIEVEMENT OF THE TARGETS. THE MAXIMUM LTIP PAYOUT OPPORTUNITY RANGES FROM 20% TO 255% OF THE AVERAGE THREE-YEAR BASE SALARY. AWARDS HAVE BEEN ACCRUED UNDER THE LTIP, BUT NO PAYMENTS ARE MADE UNTIL AFTER YEAR-END AND ACHIEVEMENT IS VERIFIED BY THE BANNER HEALTH BOARD COMPENSATION COMMITTEE AND APPROVED BY THE FULL BOARD OF DIRECTORS OF BANNER HEALTH. ALL LTIP COMPENSATION PAYMENTS ARE REPORTED IN THE INCENTIVE AND BONUS COMPENSATION SHOWN IN SCHEDULE J, PART II, COLUMN (B)(II). AMOUNTS PAID FOR 2018 FOR THE 2015-2016 CYCLE ARE REPORTED IN SCHEDULE J, PART II, COLUMN (B)(II) AS BONUS & INCENTIVE COMPENSATION. AMOUNTS ACCRUED FOR 2018 FOR THE 2015-2017 CYCLE AND THE 2016-2018, 2017-2019, AND 2018-2020 CYCLES (TO BE PAID OUT IN 2019, 2020, AND 2021 RESPECTIVELY) ARE REPORTED IN SCHEDULE J, PART II, COLUMN (C) AS DEFERRED COMPENSATION. NAME LTIP ACCRUAL LTIP PAYOUT DAVID BIXBY $608,803 $255,454 MYSTIE JOHNSON FOOTE $0 $78,495 PATRICK RANKIN $82,000 $0 DENNIS BIERLE $68,000 $0 2. BANNER HEALTH HAS A MANAGEMENT INCENTIVE PLAN (MIP) WHICH IS BASED ON COMPANY ACHIEVEMENT OF BASE AND STRETCH TARGETS FOR SEVERAL FINANCIAL AND NON-FINANCIAL/CLINICAL QUALITY METRICS THAT ARE ESTABLISHED ANNUALLY BY THE BANNER HEALTH BOARD OF DIRECTORS. AWARDS ARE GRANTED AS A PERCENTAGE OF THE PARTICIPANT'S BASE SALARY AND VARY WITH THE POSITION LEVEL OF THE PARTICIPATING EMPLOYEE, RANGING FROM 7% TO 110% OF BASE SALARY. IN 2018, THERE WERE 1,053 MIP PARTICIPANTS. THE MIP WAS ACCRUED IN 2018 FOR THE 2018 MIP, AND PAYOUTS ON THE 2018 MIP WERE PAID IN 2018. MIP COMPENSATION IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(II). 3. CLINICAL PHYSICIANS EMPLOYED BY BANNER ARE TYPICALLY PAID ON THE BASIS OF A COMPENSATION SYSTEM THAT INCORPORATES A BASE SALARY AND A NON-FIXED PRODUCTIVITY COMPONENT THAT IS BASED UPON THE PHYSICIAN'S PRODUCTIVITY. ALL BONUS AND INCENTIVE COMPENSATION UNDER THIS PLAN IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(II). FORM 990, PART III, LINE 4 BANNER MEDICAL GROUP (BMG) WAS FORMED FOR THE PURPOSES OF ENABLING THE BANNER HEALTH (BH) SYSTEM TO PROVIDE INTEGRATED AND COORDINATED CARE AND POPULATION HEALTH MANAGEMENT, THEREBY FURTHERING BANNER'S EXEMPT PURPOSES BY ENABLING IT TO PROVIDE HIGHER QUALITY, MORE EFFICIENT (AND LESS DUPLICATIVE) AND LESS EXPENSIVE HEALTHCARE FOR THE COMMUNITIES IT SERVES. BY CONSOLIDATING PHYSICIAN EMPLOYMENT WITHIN A SINGLE ENTITY, BMG IS ABLE TO COORDINATE AND INTEGRATE WITH BH IN ORDER TO IMPROVE TRANSPARENCY AND ACCOUNTABILITY IN THE PHYSICIAN OPERATIONS AND TO ALIGN THE PHYSICIAN OPERATIONS MORE FULLY AND CONSISTENTLY WITH THE EXEMPT PURPOSES AND OPERATIONS OF BH. THIS ALLOWS THE BH SYSTEM TO RESPOND TO CHANGES IN THE COMMUNITY HEALTHCARE SYSTEM ENCOURAGED BY THE PATIENT PROTECTION AND AFFORDABLE CARE ACT OF 2010. BMG ACTIVITIES ARE PRIMARILY FUNDED THROUGH PROFESSIONAL REVENUE EARNED THROUGH THE ACTIVITIES OF THE EMPLOYED PHYSICIANS AND SUPPORT FROM BH. BMG'S EMPLOYED PHYSICIANS PROVIDE THE FOLLOWING SERVICES: A. MOST OF THE PHYSICIANS ARE HOUSED IN BANNER HEALTH CLINICS LOCATED THROUGHOUT THE SERVICE AREA OF BH'S ACUTE CARE HOSPITALS. THESE PHYSICIANS INCLUDE PRIMARY CARE PROVIDERS AND SPECIALISTS WHO MEET THE HEALTHCARE NEEDS OF THE AREA BY PROVIDING HIGH-QUALITY HEALTHCARE IN A CONVENIENT AND PATIENT-FRIENDLY ENVIRONMENT. A NUMBER OF THESE PHYSICIANS WILL EVENTUALLY BE GROUPED INTO LARGER BANNER HEALTH CENTERS WHICH WILL PROVIDE A VARIETY OF PRIMARY AND SPECIALIST PHYSICIAN SERVICES AND ANCILLARY SERVICES SUCH AS CLINICAL LABORATORY, IMAGING, PHYSICAL THERAPY, AMBULATORY SURGERY, AND OTHER SERVICES FOUND IN MULTI-SPECIALTY PHYSICIAN CLINIC SITES. B. ANOTHER GROUP OF BMG'S PHYSICIANS ARE WORKING, AND WILL CONTINUE TO WORK, PRIMARILY IN BH'S ACUTE CARE HOSPITALS TO PROVIDE SPECIALTY PROCEDURE-BASED CARE, SUCH AS CARDIOLOGY, GASTROENTEROLOGY, UROLOGY, RADIOLOGY, CARDIOVASCULAR SURGERY, BARIATRIC SURGERY, ORTHOPEDIC SURGERY AND GENERAL SURGERY. THIS GROUP OF PHYSICIANS ALSO INCLUDES HOSPITALISTS, WHO PROVIDE 24/7 CARE FOR PATIENTS ADMITTED TO BH'S ACUTE CARE HOSPITALS, AND INTENSIVISTS, WHO PROVIDE CARE FOR PATIENTS ADMITTED TO BH'S INTENSIVE CARE UNITS, INCLUDING INTENSIVISTS WHO ARE EMPLOYED IN BH'S E-ICU, A REMOTE ICU MONITORING SYSTEM THAT ENABLES HIGHLY TRAINED AND EXPERIENCED INTENSIVISTS HOUSED IN REMOTE MONITORING CENTERS TO OBSERVE AND MONITOR ICU PATIENTS ON A 24/7 BASIS, INCLUDING PATIENTS ADMITTED TO ICUS IN BH'S SMALLER, RURAL HOSPITALS. C. ANOTHER COMPONENT OF BMG'S PHYSICIANS ARE ALLIED HEALTH PROVIDERS WHO PROVIDE OCCUPATIONAL HEALTH SERVICES IN BH'S OCCUPATIONAL HEALTH CLINICS. THESE CLINICS PROVIDE TRADITIONAL WORKERS COMPENSATION, EMPLOYEE HEALTH EVALUATIONS AND SIMILAR SERVICES, BOTH FOR BH'S SUBSTANTIAL WORKFORCE AND FOR EMPLOYERS IN THE COMMUNITIES SERVED BY BH'S HOSPITALS. FORM 990, PART VI, LINE 6 BANNER MEDICAL GROUP'S (BMG) SOLE MEMBER IS BANNER HEALTH (BH), AN ARIZONA NON-PROFIT CORPORATION, WHICH IS ALSO EXEMPT FROM TAX AS AN ENTITY DESCRIBED UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. FORM 990, PART VI, LINE 7A THE BOARD OF DIRECTORS OF BANNER HEALTH, THE SOLE MEMBER, ELECTS THE BOARD OF DIRECTORS OF BANNER MEDICAL GROUP. ANY DIRECTOR MAY BE REMOVED BY BANNER HEALTH AT ANY TIME, WITH OR WITHOUT CAUSE. FORM 990, PART VI, LINE 7B BANNER HEALTH, THE SOLE MEMBER, SHALL HAVE AND EXERCISE THE POWERS HEREAFTER DESCRIBED: (A) APPOINT OR REMOVE THE PRESIDENT, THE CHIEF FINANCIAL OFFICER AND OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION; (B) EVALUATE THE PERFORMANCE OF, AND ESTABLISH THE COMPENSATION OF, THE PRESIDENT; (C) REVIEW AND APPROVE THE COMPENSATION OF THE CHIEF FINANCIAL OFFICER AND OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION; (D) APPOINT OR REMOVE ALL MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION, WHICH SHALL BE DONE BY VOTE OF THE BOARD OF DIRECTORS OF THE MEMBER; (E) REVIEW AND APPROVE MISSION STATEMENTS AND STRATEGIC PLANS; (F) APPROVE THE ESTABLISHMENT OF ALL NEW CORPORATE OR PARTNERSHIP ENTITIES CREATED OR JOINED BY THE CORPORATION; (G) REVIEW AND APPROVE OPERATING AND CAPITAL BUDGETS OF THE CORPORATION; (H) APPROVE ALL UNBUDGETED EXPENDITURES OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE MEMBER; (I) APPROVE THE PURCHASE OR SALE OF ANY ASSET OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE VOTING MEMBER, OR THE MERGER OR CONSOLIDATION OF THE CORPORATION WITH OR INTO ANY OTHER ENTITY; (J) APPROVE MAJOR CONTRACTS OF A NATURE AND SIZE AS DETERMINED BY POLICY AND SIGNATURE AUTHORITY OF THE MEMBER; (K) APPROVE ALL DEBT AND GUARANTIES OF THE CORPORATION OF TYPES AND LIMITS OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE MEMBER; (L) APPROVE THE INFORMATION TECHNOLOGY INFRASTRUCTURE OF THE CORPORATION; (M) APPROVAL OF THE COMPENSATION PHILOSOPHY, MODELS AND METHODOLOGY FOR PRACTICING CLINICAL PHYSICIANS EMPLOYED BY THE CORPORATION; (N) APPROVAL OF THE PATIENT FINANCIAL ASSISTANCE POLICIES APPLICABLE TO SERVICES PROVIDED BY THE PRACTICING CLINICAL PHYSICIANS AND OTHER HEALTH PROFESSIONALS EMPLOYED BY THE CORPORATION; AND (O) APPROVAL OF ANY ACTION, OR THE PROHIBITION OF ANY ACTION, IN EACH AS IS REASONABLY NECESSARY TO PRESERVE THE STATUS OF THE MEMBER AND OF THE CORPORATION AS ORGANIZATIONS DESCRIBED IN SECTION 501(C)(3) OF THE CODE. FORM 990, PART VI, LINE 11B THE 990 IS REVIEWED BY BANNER HEALTH'S LEGAL DEPARTMENT, TAX DEPARTMENT, INTERNAL AUDIT DEPARTMENT AND CERTAIN BANNER MEDICAL GROUP OFFICERS. A MEETING IS HELD WITH THE TAX PREPARER AND A LINE-BY-LINE REVIEW IS DONE PRIOR TO THE FILING OF THE RETURN. THE FORM 990 WILL BE MADE AVAILABLE TO THE GOVERNING BODY AT THE NEXT REGULARLY SCHEDULED BOARD MEETING AFTER FILING. FORM 990, PART VI, LINE 12C BANNER MEDICAL GROUP HAS ADOPTED THE BANNER HEALTH CONFLICT OF INTEREST POLICY. THIS POLICY REQUIRES THE INTERNAL AUDIT DEPARTMENT OF BANNER HEALTH TO PROVIDE EACH PARTY WITH A DISCLOSURE QUESTIONNAIRE. THE INTERNAL AUDIT DEPARTMENT PREPARES A SUMMARY FOR THE TAX DEPARTMENT. THIS SUMMARY IS ALSO PRESENTED TO THE AUDIT COMMITTEE. THE TAX DEPARTMENT PREPARES THE FORM 990 DISCLOSURE. THIS DISCLOSURE IS PRESENTED TO THE LEGAL DEPARTMENT FOR REVIEW. PURSUANT TO BANNER HEALTH'S CONFLICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS AND THE DIRECTOR OF AUDIT SERVICES MUST DISCLOSE THE EXISTENCE OF ANY FINANCIAL INTEREST THAT MAY GIVE RISE TO A CONFLICT OF INTEREST. FORM 990, PART VI, LINES 15A AND 15B PART VI, LINE 15A WAS ANSWERED "NO" IN ACCORDANCE WITH FORM 990 INSTRUCTIONS BECAUSE THE FILING ENTITY DOES NOT DETERMINE COMPENSATION. THE COMPENSATION OF THE BANNER MEDICAL GROUP PRESIDENT AND CEO IS DETERMINED BY THE BANNER HEALTH EXECUTIVE VICE-PRESIDENT/CHIEF MEDICAL OFFICER AND IS SUBJECT TO OVERSIGHT BY THE BANNER HEALTH BOARD OF DIRECTORS COMPENSATION COMMITTEE IN THE SAME MANNER AS SUCH OVERSIGHT IS EXERCISED OVER OTHER VICE PRESIDENTS AND HIGHER EXECUTIVES OF BANNER HEALTH. THE COMPENSATION OF OTHER OFFICERS OF BANNER MEDICAL GROUP IS ESTABLISHED BY THE BANNER MEDICAL GROUP CEO, IF THEY ARE EMPLOYEES OF BANNER MEDICAL GROUP, OR BY BANNER HEALTH, IF THEY ARE EMPLOYEES OF BANNER HEALTH, IN EACH CASE WITHIN COMPENSATION RANGES SET BY THE BANNER HEALTH COMPENSATION AND BENEFITS DEPARTMENT BASED ON MARKET DATA. BANNER HEALTH'S PROCESS TO DETERMINE THE COMPENSATION OF BANNER MEDICAL GROUP IS AS FOLLOWS: BANNER HEALTH UTILIZES A COMPENSATION COMMITTEE COMPRISED OF INDEPENDENT DIRECTORS THAT EXERCISE OVERSIGHT OVER ALL ASPECTS OF THE COMPENSATION PAID TO OR FOR THE BENEFIT OF THE PRESIDENT AND CEO AND ALL OTHER SENIOR EXECUTIVES OF BANNER HEALTH AND ANY OF ITS AFFILIATES, INCLUDING THE BANNER MEDICAL GROUP PRESIDENT AND CEO, AND ALL OTHER PERSONS WHO CONSTITUTE "DISQUALIFIED PERSONS" WITH RESPECT TO BANNER HEALTH UNDER CODE SECTION 4958. THE COMMITTEE: - ASSESSES ANNUALLY THE PERFORMANCE OF THE PRESIDENT AND CEO - EXERCISES OVERSIGHT OVER ALL ASPECTS OF COMPENSATION FOR THE PRESIDENT AND CEO - REVIEWS AND DETERMINES THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY OF BANNER HEALTH - ESTABLISHES THE PERMISSIBLE RANGES OF COMPENSATION FOR SENIOR EXECUTIVES AND DISQUALIFIED PERSONS, INCLUDING THE BANNER MEDICAL GROUP PRESIDENT AND CEO - REVIEWS AND APPROVES THE DESIGN OF THE COMPONENTS OF COMPENSATION FOR SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS AND MONITORS COMPLIANCE OF BANNER HEALTH WITH THE PHILOSOPHY AND DESIGN COMPONENTS OF EXECUTIVE COMPENSATION - RECEIVES THE PRESIDENT AND CEO'S REPORT CONCERNING THE OVERALL PERFORMANCE AND DEVELOPMENT ASSESSMENT OF THE SENIOR EXECUTIVES, INCLUDING BANNER MEDICAL GROUP PRESIDENT AND CEO - ACTS FOR THE BOARD IN THE ENGAGEMENT AND DIRECT OVERSIGHT OF EXTERNAL INDEPENDENT COMPENSATION CONSULTANTS ENGAGED TO PROVIDE ADVICE AND INFORMATION WITH RESPECT TO THE REASONABLENESS AND COMPETITIVENESS OF THE COMPENSATION PAID TO THE PRESIDENT AND CEO, SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS, WHICH THE CONSULTANT REPORTS DIRECTLY TO THE COMMITTEE AND PERFORMS SUCH OTHER DUTIES AND DELEGATED RESPONSIBILITIES AS THE BOARD MAY ASSIGN TO THE COMMITTEE FROM TIME TO TIME. IN ADDITION, THE COMMITTEE HAS ADOPTED THE FOLLOWING BEST PRACTICES WITH RESPECT TO ITS EXECUTIVE COMPENSATION OVERSIGHT FUNCTION: RECEIVES THE REPORT OF THE VICE PRESIDENT, TOTAL COMPENSATION, REGARDING ALL MATERIAL INCENTIVE PLANS, BENEFIT PLANS AND PROGRAMS THAT APPLY TO EMPLOYEES AND PHYSICIANS GENERALLY; AND APPROVES THE BANNER HEALTH PRESIDENT AND CEO'S RECOMMENDATIONS AS TO THE COMPENSATION OF SENIOR EXECUTIVES. THE COMPENSATION COMMITTEE MAY RETAIN EXTERNAL INDEPENDENT COMPENSATION CONSULTANTS TO THE EXTENT THE COMMITTEE DEEMS NECESSARY OR APPROPRIATE TO CARRY OUT ITS RESPONSIBILITIES. IF SO ENGAGED, THE COMMITTEE HAS RESPONSIBILITY FOR APPROVING THE FEES AND THE TERMS OF ENGAGEMENT FOR THE CONSULTANTS, AS WELL AS TERMINATION OF SUCH ENGAGEMENT. TYPICALLY, THE COMMITTEE HAS ENGAGED A CONSULTANT ANNUALLY TO REVIEW AND OPINE AS TO THE REASONABLENESS OF THE PRESIDENT AND CEO'S COMPENSATION PACKAGE AND HAS ENGAGED A CONSULTANT APPROXIMATELY ONCE EVERY THREE YEARS TO REVIEW AND OPINE AS TO THE REASONABLENESS OF SENIOR EXECUTIVE AND OTHER EXECUTIVE MANAGEMENT COMPENSATION, INCLUDING THAT OF THE BANNER MEDICAL GROUP PRESIDENT AND CEO. THE COMMITTEE PERIODICALLY REVIEWS THE RELATIONSHIP BETWEEN BANNER HEALTH AND EACH CONSULTANT TO ENSURE THE CONSULTANT'S INDEPENDENCE. IN CONNECTION WITH EACH SUCH EVALUATION, THE COMMITTEE REQUESTS A WRITTEN CERTIFICATION FROM EACH CONSULTANT THAT: - INCLUDES AN INDEPENDENCE ATTESTATION AFFIRMING THAT THE CONSULTANT HAS CONDUCTED ITS OWN INTERNAL ASSESSMENT AND, BASED ON SUCH ASSESSMENT AND ITS INTERNAL CONTROLS, CONCLUDED THAT IT HAS PERFORMED ITS SERVICES FOR THE COMMITTEE IN AN INDEPENDENT MANNER AND IS INDEPENDENT AS DEFINED IN THE INTERMEDIATE SANCTION REGULATIONS UNDER CODE SECTION 4958 - CONFIRMS THAT THE CONSULTANT REPORTS TO THE COMMITTEE THROUGH THE CHAIR OF THE COMMITTEE AND THAT ALL CONSULTING ACTIVITY FOR BANNER HEALTH CONDUCTED BY SUCH CONSULTANT DURING THE PRECEDING YEAR WAS CONDUCTED WITH THE KNOWLEDGE AND CONSENT OF THE CHAIR OF THE COMMITTEE - DETAILS THE AMOUNTS PAID BY BANNER HEALTH TO THE CONSULTANT IN ITS CAPACITY AS AN EXTERNAL COMPENSATION CONSULTANT TO THE COMMITTEE, AND THE AMOUNTS PAID BY BANNER HEALTH, IF ANY, TO THE CONSULTANT AND ITS AFFILIATES FOR ANY OTHER ENGAGEMENTS. THE COMMITTEE MAY ALSO REQUIRE THE CONSULTANT TO VERIFY THAT IT MEETS THE DEFINITION OF "INDEPENDENCE" AS DESCRIBED IN THE FORM 990 INSTRUCTIONS. COMPENSATION SURVEYS AND STUDIES ARE UTILIZED BY INDEPENDENT CONSULTANTS THAT THE COMMITTEE MAY ENGAGE FROM TIME TO TIME. THE COMPENSATION REVIEW PROCESS WAS LAST COMPLETED IN 2018. FORM 990, PART VI, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, AUDITED FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, AND TAX RETURNS ARE AVAILABLE UPON REQUEST. COPIES ARE MAINTAINED AT EACH ADMINISTRATIVE OFFICE AND IN THE LEGAL AND TAX DEPARTMENTS. FORM 990, PART VII, SECTION A, LINE 1A CERTAIN INDIVIDUALS WERE REPORTED AS KEY EMPLOYEES IN PRIOR YEARS WHO DID NOT MEET THE RESPONSIBILITY TEST REQUIRED TO BE CONSIDERED A KEY EMPLOYEE. AS SUCH, THESE INDIVIDUALS ARE NOT BEING REPORTED AS KEY EMPLOYEES. ADDITIONALLY, THESE INDIVIDUALS ARE NOT BEING REPORTED AS FORMER KEY EMPLOYEES BECAUSE THEY HAVE NEVER MET THE DEFINITION OF A "KEY EMPLOYEE" AS PER THE FORM 990 INSTRUCTIONS. FORM 990, PART VII, SECTION B, LINE 1 COMPENSATION AMOUNTS OF THE FIVE HIGHEST PAID INDEPENDENT CONTRACTORS INCLUDE ALL PAYMENTS MADE TO THE INDEPENDENT CONTRACTORS AND MAY INCLUDE GOODS/MATERIALS BECAUSE BREAKDOWN WAS NOT AVAILABLE. FORM 990, PART XI, LINE 9 Other changes in net assets INTERCOMPANY TRANSFERS $98,919,170 CONTRIBUTIONS $371,213 ===================================== TOTAL $99,290,383 Banner Anesthesiologists - West LLC 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 901120443 Medical SVCS AZ 0 0 BMG Banner Cancer Center Specialists LLC 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 900730387 Medical SVCS AZ 58701277 4103105 BMG Banner Children's-Banner Hlth Clinic LLC 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 900733282 Medical SVCS AZ 0 0 BMG Banner Health Physicians - West LLC 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 900735046 Medical SVCS AZ 4274996 320687 BMG Banner Health Physicians-Alaska LLC 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 901072080 Medical SVCS AK 0 0 BMG Banner Hospital Based Physicians-Az LLC 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 900730395 Medical SVCS AZ 117421765 74918 BMG Banner Hospl Based Physicians - West LLC 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 900735043 Medical SVCS AZ 0 0 BMG Banner Medical Group Dental Services LLC 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 901116748 Medical SVCS AZ 0 0 BMG Banner Physician Specialists - Az LLC 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 900730397 Medical SVCS AZ 77971800 11453286 BMG Banner Physician Spr-Specialists- Az LLC 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 900730402 Medical SVCS AZ 44033062 1057176 BMG Banner Primary Care Physicians - Az LLC 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 900730400 Medical SVCS AZ 64230536 10252876 BMG Banner Urgent Care - Arizona LLC 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 900735044 Medical SVCS AZ 0 0 BMG Banner Health 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 450233470 Hospital AZ 501(C)(3) 3 NA false Banner Health Foundation 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 942545356 Support AZ 501(C)(3) 7 BANNER HLTH true Banner Alzheimers Foundation 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 204862361 Support AZ 501(C)(3) 7 BANNER HLTH true Casa Grande Community Hospital Fdn 1800 E Florence Blvd Casa Grande AZ 85122 311726569 Support AZ 501(C)(3) 7 BANNER HLTH true Banner Medical Group Colorado 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 900532831 Medical Svcs CO 501(C)(3) 3 BANNER HLTH true Banner-University Medical Group 2701 E Elvira Road Tucson AZ 85756 942958258 Medical Svcs AZ 501(C)(3) 3 Banner HltH true Banner-University Family Care 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 463766901 Health Ins. AZ 501(C)(3) 10 Banner Hlth true Banner-University Care Advantage 2901 N CENTRAL AVE SUITE 160 Phoenix AZ 85012 463757358 Health Ins. AZ 501(C)(3) 10 Banner Hlth true Partners in Integrated Health LLC 2901 N Central Avenue Suite 160 Phoenix AZ 85012 611700965 Management SVCS AZ NA N/A Banner Union Hills Surgery Center LLC 2901 N Central Avenue Suite 160 Phoenix AZ 85012 901164193 Medical services AZ NA N/A BHSM Rehabilitation LLC 2901 N Central Avenue Suite 160 Phoenix AZ 85012 823481322 Medical Services DE NA N/A Banner Atlas JV LLC 10554 East Morning Star Drive Scottsdale AZ 85255 831276122 OP SURGERY CTR AZ NA N/A Banner Plan Administration Inc 445 W 5th Place Suite 101 Mesa AZ 85201 860800246 THIRD PARTY ADMIN AZ NA C Corp true Banner Indemnity Ltd PO Box 1051 Grand Cayman BWI CJ 450233470 Investments CJ NA Foreign Corp true Banner Health Network 2901 N Central Ave Suite 160 Phoenix AZ 85012 900750689 Accountable Care AZ BANNER HLTH C Corp 178574098 87638444 0.33330 true THE UNIV OF AZ HEALTH PLANS-U HEALTHCARE 2901 N Central Ave Suite 160 Phoenix AZ 85012 454370907 Health Insurance AZ NA C Corp true false false true false false false false false false true true true true true true true false false true BANNER HEALTH FOUNDATION c 2552661 FMV SCHEDULE R, PART III Partners in Integrated Health, LLC EIN: 61-1700965 Address: 2901 N. Central Avenue, Suite 160, Phoenix, AZ 85012 Banner Union Hills Surgery Center LLC EIN: 90-1164193 Address: 2901 N. Central Avenue, Suite 160, Phoenix, AZ 85012 BHSM Rehabilitation, LLC EIN: 82-3481322 Address: 2901 N. Central Avenue, Suite 160, Phoenix, AZ 85012 Banner Atlas JV LLC EIN: 83-1276122 Address: 10554 East Morning Star Drive, Scottsdale, AZ 85255