2017-11-10T17:20:37-06:00 2016-12-31 ERNST & YOUNG US LLP 2 N CENTRAL AVENUE STE 2300 PHOENIX AZ 85004 990 2016-01-01 942958258 BANNER-UNIVERSITY MEDICAL GROUP % DAVID BIXBY BANN 6027474000 2901 N Central Ave Suite 160 PHOENIX AZ 85012 CAROL KARP CFO 6027474000 2017-11-10 true MICHAEL PAYNE P01442310 6023223000 68.228.206.89 86597020173145000005 2017-11-10 P 75C5EDAB7EBB92AAB100D8D7E73F8E6643DC4F33 75C5EDAB7EBB92AAB100D8D7E73F8E6643DC4F33 2016 2017-02-10 21:41:12Z SCOTT GOODMIN 2901 N CENTRAL AVENUE SUITE 1 PHOENIX AZ 85012 299027565 false X WWW.BANNERHEALTH.COM X 1983 AZ ASSIST BANNER HEALTH COMPLETE ITS MISSION TO MAKE HEALTH CARE EASIER, SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. 7 4 2391 0 0 0 0 23236 94827423 299004327 0 2 -113407 0 94714016 299027565 296472 648606 0 0 101393390 305516395 0 0 0 24817923 98861539 126507785 405026540 -31793769 -105998975 24182146 35909635 12855205 36181981 11326941 -272346 X ASSIST BANNER HEALTH COMPLETE ITS MISSION TO MAKE HEALTH CARE EASIER, SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. false false 341635241 648606 299004327 PROVIDING INTEGRATED AND COORDINATED CARE AND POPULATION HEALTH MANAGEMENT. SEE SCHEDULE O FOR ADDITIONAL DETAILS. 341635241 true true false false false false false false false false true false false true true true false true false false false false false false false false false true false true false false false false false false false false false false false false true true true true false false true 106 0 true 2391 true false false false false false false false false false false X 7 4 false false false false true true true true true false false false true true true true true false false false AZ X DAVID BIXBY 6027474000 2901 N CENTRAL AVENUE SUITE 160 PHOENIX AZ 85012 Charles Cairns DIRECTOR 4.0 0.0 X 0 0 0 Kathy Bollinger CO-CHAIR/DIRECTOR 4.0 44.0 X X 0 1193287 401002 Gregg Goldman Secretary/DIRECTOR 4.0 0.0 X X 0 0 0 Dennis Dahlen Treasurer/DIRECTOR 8.0 40.0 X X 0 1282742 225498 John Hensing MD DIRECTOR 4.0 44.0 X 0 1312256 625119 Ken Ramos Director (AS OF 6/1/16) 4.0 0.0 X 0 0 0 Leigh Neumayer Co-Chair/DIR (AS OF 12/1/16) 4.0 0.0 X X 0 0 0 Alex Chiu DIRECTOR (THRU 5/1/16) 4.0 0.0 X 0 0 0 Thomas Dickson CO-CEO (AS OF 1/31/16) 4.0 44.0 X 0 706796 205542 Anuj Narang Co-CEO 4.0 44.0 X 0 647088 167661 Scott Hofferber COO (AS OF 7/1/16) 40.0 0.0 X 315700 0 74984 Jason Krupp President/CEO (THRU 1/31/16) 40.0 0.0 X 421986 0 593 JODY BUTERA CFO (THRU 1/2/16) 40.0 0.0 X 7108 0 1015 Heather Hartling Executive Director 40.0 0.0 X 204418 0 30312 Rishi Gosalia MD Radiologist 40.0 0.0 X 962014 0 38563 Wilber SU MD Faculty Physician 40.0 0.0 X 951611 0 39633 Marc Gottlieb MD Physician 40.0 0.0 X 924263 0 31766 Ron Shinar MD Radiologist 40.0 0.0 X 892480 0 22979 Nathan Lindstrom MD Radiologist 40.0 0.0 X 834804 0 41536 5514384 5142169 1906203 445 false true false WEATHERBY LOCUMS INC PO BOX 972633 DALLAS TX 75397 MEDICAL STAFFING 1499986 STAFF CARE INC PO BOX 281923 ATLANTA GA 30384 MEDICAL STAFFING 1030918 COMPHEALTH PO BOX 972651 DALLAS TX 75397 MEDICAL STAFFING 680955 UNIVERSITY OF ARIZONA PO BOX 210202 TUCSON AZ 85721 MEDICAL SERVICES 639600 SULLIVAN COTTER ASSOCIATES 62272 COLLECTIONS CENTER DR CHICAGO IL 60693 COMPENSATION CONSULT 602418 21 23236 0 23236 HEALTHCARE SERVICE REVENUE 621111 299004327 299004327 299004327 2 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 299027565 299004327 2 648606 648606 0 0 0 779261 779261 0 280532563 280532563 3386978 3386978 10578156 10578156 10239437 10239437 10884 10884 63979 63979 0 0 0 0 35287732 17323558 17964174 14508 14508 684751 684751 70733 70733 0 1742720 1742720 1239308 1239308 0 23402 23402 170309 170309 0 527471 527471 7579032 7579032 CORPORATE ALLOCATION 45363146 45363146 MEDICAL SUPPLIES 2026385 2026385 STAFF DEVELOPMENT 1402569 1402569 DUES & SUBSCRIPTIONS 1376474 1376474 1278136 1278136 405026540 341635241 63391299 0 0 310 0 0 0 0 17063343 27261721 0 0 0 0 0 0 0 0 194219 97587 10787116 6752875 3195095 4034241 0 0 0 0 0 0 260714 173810 3468775 4341966 24182146 35909635 12679151 36103472 0 0 0 0 0 0 0 0 0 0 0 0 0 0 176054 78509 12855205 36181981 X 11326941 -272946 0 600 0 0 11326941 -272346 24182146 35909635 X -105998975 94399688 X false true X true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1020000 1020000 378272 117700 260572 861326 696377 164949 8226535 5938798 2287737 300983 300983 4034241 DEFERRED REVENUE 2649883 DUE TO AFFILIATES 1691483 BHFA INVESTMENT 600 4341966 0 457(B) LIABILITY 78302 ESCHEAT 207 78509 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 2013 THROUGH 2016 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR FEDERAL INCOME TAX PURPOSES, WHEREAS THE 2012 THROUGH 2016 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR STATE TAXING JURISDICTIONS IN WHICH BANNER OPERATES. true UNIVERSITY OF ARIZONA 888 N EUCLID TUCSON AZ 85719 742652689 501(c)(3) 648606 MEDICAL EDUCATION AND RESEARCH 1 SCHEDULE I, PART I, LINE 2 BANNER-UNIVERSITY MEDICAL GROUP'S (BUMG) GUIDELINES REGARDING CHARITABLE CONTRIBUTIONS TO OUTSIDE ORGANIZATIONS DIRECTS US TO MAKE CONTRIBUTIONS TO OTHER ORGANIZATIONS WHOSE CHARITABLE MISSIONS ALIGN WITH BUMG'S MISSION "TO ASSIST BANNER HEALTH IN COMPLETING ITS MISSION 'TO MAKE HEALTH CARE EASIER, SO LIFE CAN BE BETTER' BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT." IN SELECTED CIRCUMSTANCES WHEN A CONTRIBUTION IS NOT DIRECTLY LINKED TO PATIENT CARE, IT SERVES TO BETTER SUPPORT OUR COMMUNITY'S NEEDS. true true false false false false false true false Kathy Bollinger CO-CHAIR/DIRECTOR 0 652242 0 507509 0 33536 0 376648 0 24354 0 1594289 0 216374 Dennis Dahlen Treasurer/DIRECTOR 0 721997 0 539232 0 21513 0 192383 0 33115 0 1508240 0 235605 John Hensing MD DIRECTOR 0 684639 0 533080 0 94537 0 601430 0 23689 0 1937375 0 238060 Thomas Dickson Co-CEO/CEO/Banner - UMC Tucson 0 506371 0 179170 0 21255 0 179798 0 25744 0 912338 0 0 Anuj Narang Co-CEO 0 469348 0 158916 0 18824 0 162576 0 5085 0 814749 0 0 Scott Hofferber COO (AS OF 7/1/16) 181038 0 0 0 134662 0 68004 0 6980 0 390684 0 0 0 Jason Krupp President/CEO (THRU 1/31/16) 50510 0 170501 0 200975 0 0 0 593 0 422579 0 46324 0 Rishi Gosalia MD Radiologist 0 0 942424 0 19590 0 10600 0 27963 0 1000577 0 0 0 Wilber SU MD Faculty Physician 631560 0 299987 0 20064 0 10600 0 29033 0 991244 0 0 0 Marc Gottlieb MD Physician 343280 0 575810 0 5173 0 7950 0 23816 0 956029 0 0 0 Ron Shinar MD Radiologist 0 0 873873 0 18607 0 10600 0 12379 0 915459 0 0 0 Nathan Lindstrom MD Radiologist 0 0 816265 0 18539 0 10600 0 30936 0 876340 0 0 0 Heather Hartling Executive Director 161654 0 31797 0 10967 0 6778 0 23534 0 234730 0 0 0 SCHEDULE J, PART I, LINE 1A HOUSING EXPENSE KATHY BOLLINGER RECEIVED A TAXABLE HOUSING ALLOWANCE. THIS AMOUNT IS INCLUDED IN HER COMPENSATION AND IS INCLUDED IN SCHEDULE J, PART II, COL B(III): KATHY BOLLINGER $10,717 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, LINE 15A AND 15B FOR THE PROCESS USED BY THE RELATED ORGANIZATION TO DETERMINE COMPENSATION. SCHEDULE J, PART I, LINE 4A THE FOLLOWING INDIVIDUAL RECEIVED SEVERANCE PAY DURING 2016 (INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III): JASON KRUPP $143,113 SCHEDULE J, PART I, LINE 4B THE EXECUTIVE EXEC 457(F) PLAN OF BANNER HEALTH COVERS 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. THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS. PAYOUT AMOUNTS ARE TAXABLE AND INCLUDED IN SCHEDULE J, PART II, COL (B)(III). DEPOSIT AMOUNTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). NAME 457(F) PAYOUT EMPLOYER 457(F) DEPOSIT DENNIS DAHLEN $ 0 $ 73,300 JOHN HENSING, MD $ 70,411 $ 0 KATHY BOLLINGER $ 0 $ 68,869 JASON KRUPP $ 57,785 $ 0 THOMAS DICKSON $ 0 $ 28,678 ANUJ NARANG $ 0 $ 22,424 SCHEDULE J, PART I, LINE 7 1. THE INDIVIDUALS IDENTIFIED BELOW PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING A TWO-YEAR CYCLE FROM 2015-2016 AND THREE-YEAR CYCLES FROM 2015-2017 AND 2016-2018. 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 TWO-YEAR OR 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 TWO-YEAR OR 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 ACCRUED FOR 2016 FOR THE 2015-2016 CYCLE (PAID OUT IN 2017) AND THE 2015-2017 AND 2016-2018 CYCLES (TO BE PAID OUT IN 2018 AND 2019, RESPECTIVELY) ARE REPORTED IN SCHEDULE J, PART II, COLUMN (C) AS DEFERRED COMPENSATION. NAME LTIP ACCRUAL LTIP PAYS OUT JOHN HENSING, MD $ 590,830 $ 238,060 KATHY BOLLINGER $ 297,179 $ 216,374 THOMAS DICKSON $ 140,520 $ 0 ANUJ NARANG $ 129,552 $ 0 DENNIS DAHLEN $ 108,483 $ 235,605 SCOTT HOFFERBER $ 68,004 $ 0 2. BANNER HEALTH HAS A MANAGEMENT INCENTIVE PLAN (MIP) WHICH IS BASED ON COMPANY ACHIEVEMENT OF 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 2016, THERE WERE 1,026 MIP PARTICIPANTS. MIP COMPENSATION, PAID IN 2016, IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(II). INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(II). SCHEDULE J, PART II 1) CASHOUT OF PAID TIME OFF IN 2016, BANNER ELIMINATED THE ACCRUAL OF PAID TIME OFF FOR ALL SENIOR LEADERS. AS A RESULT, ONE-TIME CASHOUTS OF EARNED AND UNUSED PAID TIME OFF WERE PAID. THESE AMOUNTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN B(III) FOR THE FOLLOWING INDIVIDUALS: Wilber SU, MD $ 788 Marc Gottlieb $ 2,797 2) TAXABLE RELOCATION THE FOLLOWING INDIVIDUAL RECEIVED A ONE-TIME PAYMENT FOR RELOCATION EXPENSES, WHICH INCLUDED A GROSS-UP. THIS AMOUNT IS INCLUDED IN THE INDIVIDUAL'S COMPENSATION AND IS INCLUDED IN SCHEDULE J, PART II, COL B(III). THE AMOUNT OF THE PAYMENT IS LISTED BELOW. Scott Hofferber $ 133,727 FORM 990, PART III, LINE 4 BANNER-UNIVERSITY MEDICAL GROUP (BUMG) IS COMPRISED OF APPROXIMATELY 700 PHYSICIANS, MANY OF WHOM ARE EMPLOYED BY THE UNIVERSITY OF ARIZONA COLLEGE OF MEDICINE, WHILE SOME ARE EMPLOYED BY BUMG. THE PHYSICIANS PRACTICE AT BANNER HEALTH'S HOSPITALS AND AT NUMEROUS HOSPITALS AND CLINICS ACROSS TUCSON, SOUTHERN ARIZONA, AND NEVADA. WITH THE CONNECTIONS TO THE UA COLLEGE OF MEDICINE, BUMG PHYSICIANS EDUCATE MORE THAN 500 MEDICAL STUDENTS AND TRAIN NEARLY AS MANY POST-GRADUATE MEDICAL RESIDENTS ANNUALLY. THEY ALSO CONDUCT RESEARCH AT THE UNIVERSITY OF ARIZONA'S CANCER CENTER, STEELE CHILDREN'S RESEARCH CENTER, ARIZONA ARTHRITIS CENTER, SARVER HEART CENTER, AND MANY OTHER FACILITIES AND PROGRAMS. FORM 990, PART VI, LINE 6 BANNER - UNIVERSITY MEDICAL GROUP'S SOLE MEMBER IS BANNER HEALTH, AN ARIZONA NONPROFIT 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 DIRECTORS OF BANNER - UNIVERSITY MEDICAL GROUP (BUMG) ARE THOSE INDIVIDUALS SERVING AS MEMBERS OF THE ACADEMIC MANAGEMENT COUNCIL (AMC) PURSUANT TO THE ACADEMIC AFFILIATION AGREEMENT DATED FEBRUARY 28, 2015 BETWEEN BANNER HEALTH (BH) AND THE ARIZONA BOARD OF REGENTS ON BEHALF OF THE UNIVERSITY OF ARIZONA. AMC MEMBERS ARE APPOINTED BY THE UNIVERSITY OF ARIZONA AND BH, BUMGS SOLE CORPORATE MEMBER. FORM 990, PART VI, LINE 7B AS THE SOLE CORPORATE MEMBER, BANNER HEALTH RESERVES THE POWER TO MAKE OR APPROVE DECISIONS OF THE CORPORATION AS GRANTED IN THE BYLAWS SUBJECT TO SPECIFIC POWERS OF THE ACADEMIC MANAGEMENT COUNCIL. FORM 990, PART VI, LINE 11B THE 990 IS REVIEWED BY BANNER HEALTH'S LEGAL DEPARTMENT, TAX DEPARTMENT, INTERNAL AUDIT DEPARTMENT AND CERTAIN BANNER - UNIVERSITY 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 IS MADE AVAILABLE TO THE GOVERNING BODY AT THE NEXT REGULARLY SCHEDULED BOARD MEETING AFTER FILING. FORM 990, PART VI, LINE 12C BANNER - UNIVERSITY MEDICAL GROUP (BUMG) HAS ADOPTED THE BANNER HEALTH (BH) 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 BH'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 & 15B BANNER-UNIVERSITY MEDICAL GROUP ("BUMG") UTILIZES A COMPENSATION COMMITTEE COMPRISED OF INDEPENDENT DIRECTORS THAT EXERCISES OVERSIGHT OVER ALL ASPECTS OF THE COMPENSATION PAID TO OR FOR THE BENEFIT OF THE CEO AND ALL OTHER SENIOR EXECUTIVES OF BUMG AND ANY OF ITS AFFILIATES 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 BUMG - ESTABLISHES THE PERMISSIBLE RANGES OF COMPENSATION FOR SENIOR EXECUTIVES AND DISQUALIFIED PERSONS - REVIEWS AND APPROVES THE DESIGN OF THE COMPONENTS OF COMPENSATION FOR SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS AND MONITORS COMPLIANCE OF BUMG 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 - 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 CONSULTANT REPORTS DIRECTLY TO THE COMMITTEE. IN ADDITION, THE COMMITTEE HAS ADOPTED THE FOLLOWING BEST PRACTICES WITH RESPECT TO ITS EXECUTIVE COMPENSATION OVERSIGHT FUNCTION: - REVIEWS ALL INCENTIVE PLANS, BENEFIT PLANS AND PROGRAMS THAT APPLY TO EMPLOYEES AND PHYSICIANS - APPROVES THE PRESIDENT AND CEO'S RECOMMENDATIONS AS TO THE COMPENSATION OF SENIOR EXECUTIVES - USES TALLY SHEETS SUMMARIZING ALL COMPONENTS OF THE CEO'S AND SENIOR EXECUTIVES' COMPENSATION, INCLUDING A THREE-YEAR EARNINGS HISTORY AND THE COST OF ALL COMPENSATION (INCLUDING SPECIFICALLY DEFERRED COMPENSATION) AT THE TIME THAT ANY ACTION IS TAKEN WITH RESPECT TO THE CEO'S OR SENIOR EXECUTIVES' COMPENSATION IN ORDER TO ENSURE THAT THE COMMITTEE IS FULLY INFORMED OF THE COMPLETE COMPENSATION PACKAGE BEFORE TAKING ANY SUCH ACTION - REVIEWS THE ANNUAL FORM 990 DISCLOSURES RELATING TO EXECUTIVE COMPENSATION TO ENSURE THE DISCLOSURES ACCURATELY RECONCILE TO THE COMPENSATION PACKAGES APPROVED BY THE COMMITTEE. AS STATED, THE COMPENSATION COMMITTEE RETAINS AN EXTERNAL INDEPENDENT COMPENSATION CONSULTING FIRM TO ASSIST THE COMMITTEE. IN 2011, THE COMMITTEE ENGAGED A NATIONALLY RECOGNIZED COMPENSATION CONSULTING FIRM WITH SUBSTANTIAL HEALTHCARE EXPERIENCE. THIS FIRM REVIEWED AND OPINED AS TO THE REASONABLENESS OF THE TOTAL COMPENSATION PACKAGE OF THE PRESIDENT AND CEO, SENIOR EXECUTIVE MANAGEMENT, AND OTHER EXECUTIVE MANAGEMENT IDENTIFIED BY THE COMMITTEE AS POTENTIAL DISQUALIFIED PERSONS. THE COMMITTEE PERIODICALLY REVIEWS THE RELATIONSHIP BETWEEN BUMG 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 BUMG 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 BUMG, IF ANY, TO THE CONSULTANT AND ITS AFFILIATES FOR ANY OTHER ENGAGEMENTS. WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT, THE COMPENSATION COMMITTEE ANNUALLY REVIEWS THE PERFORMANCE OF THE PRESIDENT AND CEO, AND RECOMMENDS ADJUSTMENTS TO HIS BASE SALARY AS DEEMED APPROPRIATE BASED UPON THE REVIEW, SUBJECT TO CONFIRMATION FROM THE CONSULTANT (WHO ATTENDS SUCH MEETING) THAT THE RECOMMENDATION IS APPROPRIATE AND WILL NOT RESULT IN THE OVERALL COMPENSATION OF THE PRESIDENT AND CEO BECOMING UNREASONABLE. IN ORDER TO ENSURE THAT THE COMPENSATION DECISION IS SUBJECT TO THE ACTION OF INDEPENDENT DIRECTORS, THE BOARD MAY NOT APPROVE A SALARY ACTION DIFFERENT FROM THAT RECOMMENDED BY THE COMPENSATION COMMITTEE WITHOUT THE CONCURRENCE OF THE COMMITTEE. THE PRESIDENT AND CEO ESTABLISHES THE BASE SALARY OF THE EXECUTIVES WHO DIRECTLY REPORT TO HIM, AND THOSE EXECUTIVES IN TURN ESTABLISH THE BASE SALARY OF THOSE INDIVIDUALS WHO REPORT TO THEM. ALL BASE SALARIES ARE, HOWEVER, BASED UPON POSITION-SPECIFIC MARKET DATA PROVIDED BY THE BANNER COMPENSATION AND BENEFITS DEPARTMENT. THESE RANGES ARE ESTABLISHED IN ACCORDANCE WITH AN EXECUTIVE COMPENSATION PHILOSOPHY THAT IS ESTABLISHED, AND PERIODICALLY REVIEWED, BY THE COMPENSATION COMMITTEE. ANNUAL EQUITY ADJUSTMENTS MAY BE MADE UPON APPROVAL OF THE PRESIDENT AND CEO BASED UPON SPECIFIC MARKET DATA. THE COMPENSATION COMMITTEE RECEIVES AN ANNUAL REPORT FROM THE COMPENSATION AND BENEFITS DEPARTMENT SHOWING THAT BASE SALARIES ARE BEING MAINTAINED CONSISTENT WITH THE EXECUTIVE COMPENSATION PHILOSOPHY APPROVED BY THE COMMITTEE. AS STATED IN THE RESPONSE TO SCHEDULE J, PART I, LINE 7, THE SIGNIFICANT NON-FIXED COMPONENTS OF THE COMPENSATION OF THE PRESIDENT AND CEO AND OTHER SENIOR MANAGEMENT ARE ESTABLISHED AND MONITORED BY THE COMPENSATION COMMITTEE WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT AND ARE INCLUDED IN THE ANNUAL REASONABLENESS OPINION RENDERED BY THE INDEPENDENT COMPENSATION CONSULTANT. CONTEMPORANEOUS MINUTES ARE KEPT OF ALL MEETINGS OF THE COMPENSATION COMMITTEE AND OF THE ACTIONS OF THE BOARD OF DIRECTORS IN APPROVING THE COMPENSATION OF THE PRESIDENT AND CEO AND REVIEWING AND MONITORING THE COMPENSATION FOR ALL OTHER SENIOR EXECUTIVES AND TOP MANAGEMENT. THE COMPENSATION REVIEW PROCESS WAS LAST COMPLETED IN 2016. 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 XI, LINE 9 Intercompany Transfers $94,399,688 ------------ TOTAL: $94,399,688 ============ Banner - U HOSPITAL BASED PHYSICIANS 2901 N Central Ave Suite 160 Phoenix AZ 85012 901116751 MEDICAL SVCS AZ 27125136 2360218 BUMG Banner - U Primary Care Physicians LLC 2901 N Central Ave Suite 160 Phoenix AZ 85012 901116752 MEDICAL SVCS AZ 15643748 1361046 BUMG Banner - U Super Specialists LLC 2901 N Central Ave Suite 160 Phoenix AZ 85012 901116750 MEDICAL SVCS AZ 0 0 BUMG Banner - University Dental Services LLC 2901 N Central Ave Suite 160 phoenix AZ 85012 901116747 medical svcs AZ 0 0 BUMG Banner - U Physician Specialists LLC 2901 N Central Ave Suite 160 PHOENIX AZ 85012 901116753 MEDICAL SVCS AZ 34252665 2980093 BUMG Banner Alzheimers Foundation 2901 N Central Ave Suite 160 Phoenix AZ 85012 204862361 Support AZ 501(C)(3) 7 BANNER HLTH true Banner Health Foundation 2901 N Central Ave Suite 160 Phoenix AZ 85012 942545356 Support AZ 501(C)(3) 7 BANNER HLTH true Banner Medical Group 2901 N Central Ave Suite 160 Phoenix AZ 85012 900532830 Medical Svcs AZ 501(C)(3) 3 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 Casa Grande Community Hosp Foundation 1800 E Florence Blvd Casa Grande AZ 85122 311726569 Support AZ 501(C)(3) 7 BANNER HLTH true The Univ of Az Health Plans-UCA 2901 N Central Ave Suite 160 PHOENIX AZ 85012 463757358 HEALTH INS. AZ 501(C)(3) 10 BANNER HLTH true The Univ of Az Health Plans-Family Care 2901 N Central Ave Suite 160 Phoenix AZ 85012 463766901 Health Ins. AZ 501(C)(3) 10 BANNER HLTH true Banner Health 2901 N Central Ave Suite 160 Phoenix AZ 85012 450233470 Hospital AZ 501(C)(3) 3 NA false Partners in Integrated Health LLC 2901 N Central Avenue Suite 160 Phoenix AZ 85012 611700965 MANAGEMENT SVCS AZ NA N/A Banner Arizona ASC LLC 525 W Brown Road Mesa AZ 85201 900532830 OP SURGERY CTR TN NA N/A DGV ENHANCED US EQTY FUND LLC 10 Second Street NE Ste 200 Minneapolis MN 55413 472398930 Investments MN NA N/A BANNER PLAN ADMINISTRATION INC 445 W 5TH PLACE SUITE 101 MESA AZ 85201 860800246 3RD PARTY ADMIN AZ NA C Corp true BANNER INDEMNITY LTD 1627 E 18th St 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 NA C Corp 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 false true true true true true true true false true SCHEDULE R, PART III PARTNERS IN INTEGRATED HEALTH, LLC EIN: 61-1700965 ADDRESS: 2901 N CENTRAL AVE SUITE 160, PHOENIX, AZ 85012 BANNER ARIZONA ASC, LLC EIN: 90-0532830 ADDRESS: 525 W. BROWN ROAD, MESA, AZ 85201 DGV ENHANCED US EQUITY FUND, LLC EIN: 47-2398930 ADDRESS: 10 SECOND STREET NE SUITE 200, MINNEAPOLIS, MN 55413