2013-11-14T15:18:32-06:00 2012-12-31 ERNST & YOUNG US LLP TWO NORTH CENTRAL AVENUE STE 2300 PHOENIX AZ 85004 990 2012-01-01 900532831 BANNER MEDICAL GROUP COLORADO % LISA DAVIS - BANNER HEALTH BANN 6027474000 1801 16TH STREET Suite GREELEY CO 80631 JAMES BRANNON 2013-11-14 6023223000 2012 2016-02-24 21:20:13Z JAMES BRANNON 1441 N 12TH STREET PHOENIX AZ 85006 50100968 false X WWW.BANNERHEALTH.COM X 2009 CO TO ASSIST BANNER HEALTH IN COMPLETING ITS MISSION "TO MAKE A DIFFERENCE IN PEOPLE'S LIVES THROUGH EXCELLENT PATIENT CARE" BY PROVIDING INTEGRATED AND COORDINATED CARE AND POPULATION HEALTH MGMNT 7 0 758 0 0 0 0 7242 0 50037287 0 0 0 56439 0 50100968 0 0 0 0 0 42068236 0 0 0 0 19452810 0 61521046 0 -11420078 0 6026201 0 5364136 0 662065 X TO ASSIST BANNER HEALTH IN COMPLETING ITS MISSION "TO MAKE A DIFFERENCE IN PEOPLE'S LIVES THROUGH EXCELLENT PATIENT CARE" BY PROVIDING INTEGRATED AND COORDINATED CARE AND POPULATION HEALTH MANAGEMENT. true false 55115543 0 50037287 PROVIDING INTEGRATED AND COORDINATED CARE AND POPULATION HEALTH MANAGEMENT. SEE SCHEDULE O FOR ADDITIONAL INFORMATION. 55115543 true true false false false false false false false false true false false false false false 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 75 0 true 758 true false false false false false false false false false false X 7 0 false false false false true true true true true false false false true true true true true true true false X LISA DAVIS - BANNER HEALTH 6027474000 1441 N 12TH STREET PHOENIX AZ 85006 KATHY BOLLINGER 4.0 44.0 X 0 1059127 36496 RONALD BUNNELL 4.0 48.0 X 0 1768397 1096637 CHARLES GARNER MD 20.0 20.0 X 0 342397 28021 HUNTER JUDKINS MD 20.0 20.0 X 0 352080 41903 JAMES BRANNON 20.0 20.0 X X 0 791249 38906 EDWARD NORMAN MD 20.0 20.0 X 108907 194797 29627 EDWARD KOWALESKI 20.0 20.0 X 0 422319 33328 THEODORE MATTHEWS 20.0 20.0 X 0 309932 34251 DIANE EKSTRAND 20.0 20.0 X 0 289572 27650 SCOTT BAKER 40.0 0.0 X 292301 0 33320 DAVID BIXBY 4.0 48.0 X 0 885372 552994 ELIZABETH AVANT 4.0 44.0 X 0 84003 21860 GUSTAV DECKER MD 20.0 20.0 X 0 300043 15188 PAMELA NENABER 20.0 20.0 X 0 510872 27731 ROBERTA CARLSON 20.0 20.0 X 0 209332 19705 DONALD SANADA 20.0 20.0 X 0 238762 8187 TRACIE NEWMAN 20.0 20.0 X 0 267274 16179 BRIAN WIEDER 40.0 0.0 X 952120 0 15494 AHMED SHARIF 40.0 0.0 X 778979 0 40816 MARK ROSENBLATT 40.0 0.0 X 735413 0 30176 YAZAN ABU QWAIDER 40.0 0.0 X 720228 0 34434 ELIZABETH CEILLEY 40.0 0.0 X 0 676102 38984 3587948 8701630 2221887 231 false true false VISTA STAFFING SOLUTIONS INC 275 EAST 200 SOUTH SALT LAKE CITY UT 84111 MEDICAL STAFFING 763968 COMPHEALTH 6440 SOUTH MILLROCK DR STE 175 SALT LAKE CITY UT 84121 MEDICAL STAFFING 704684 LOCUMTENENSCOM 2655 NORTHWINDS PARKWAY ALPHARETTA GA 30009 MEDICAL STAFFING 275754 JACKSON AND COKER LOCUM TENES LLC 3000 OLD ALABAMA ROAD STE 119-608 ALPHARETTA GA 30022 MEDICAL STAFFING 264560 WEATHERBY LOCUMS INC 6451 N FEDERAL HWY FORT LAUDERDALE FL 33308 MEDICAL STAFFING 232320 10 7242 7242 HEALTHCARE SERVICES 621110 50037287 50037287 50037287 0 0 0 56439 56439 0 56439 56439 0 0 0 0 0 50100968 50037287 56439 0 0 0 0 292302 292302 0 36989080 36989080 726682 726682 2313280 2313280 1746892 1746892 0 1005 1005 0 0 0 0 3220135 3220135 142441 142441 3431859 3431859 136540 136540 0 2501113 2501113 64189 64189 0 0 0 0 190154 190154 1153918 1153918 CORPORATE ALLOCATIONS 6113201 6113201 BILLING 1241515 1241515 RECRUITMENT 222142 222142 STAFF DEVELOPMENT EDUCATION 191958 191958 842640 842640 61521046 55115543 6405503 0 0 21522 0 0 0 0 0 3303967 0 0 0 0 0 0 0 0 0 198454 6603100 4101169 0 2501931 0 0 0 0 0 0 0 0 0 327 0 6026201 0 5364136 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5364136 X 0 662065 0 0 0 0 0 662065 0 6026201 X -11420078 12082143 X false true X true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 154196 154196 1766705 636981 1129724 1190269 992126 198143 3491930 2472062 1019868 2501931 false true false false false false false true false KATHY BOLLINGER 0 523966 0 436985 0 98176 0 10000 0 26496 0 1095623 0 146466 RONALD BUNNELL 0 831018 0 931458 0 5921 0 1067855 0 28782 0 2865034 0 394025 CHARLES GARNER MD 0 307624 0 34460 0 313 0 9853 0 18168 0 370418 0 0 HUNTER JUDKINS MD 0 235020 0 105472 0 11588 0 10000 0 31903 0 393983 0 0 JAMES BRANNON 0 396858 0 316967 0 77424 0 10000 0 28906 0 830155 0 0 THEODORE MATTHEWS 0 201676 0 93901 0 14355 0 6985 0 27266 0 344183 0 0 DIANE EKSTRAND 0 187585 0 90560 0 11427 0 4304 0 23346 0 317222 0 0 SCOTT BAKER 226851 0 47535 0 17915 0 6632 0 26688 0 325621 0 0 0 DAVID BIXBY 0 482119 0 402438 0 815 0 532357 0 20637 0 1438366 0 115233 BRIAN WIEDER 933553 0 0 0 18567 0 10000 0 5494 0 967614 0 0 0 AHMED SHARIF 644737 0 132603 0 1639 0 0 0 40816 0 819795 0 0 0 MARK ROSENBLATT 640408 0 93366 0 1639 0 10000 0 20176 0 765589 0 0 0 YAZAN ABU QWAIDER 637824 0 80765 0 1639 0 7500 0 26934 0 754662 0 0 0 ELIZABETH CEILLEY 0 416890 0 241550 0 17662 0 10000 0 28984 0 715086 0 0 EDWARD NORMAN MD 108907 85504 0 91972 0 17321 0 9211 0 20416 108907 224424 0 0 EDWARD KOWALESKI 0 221020 0 184295 0 17004 0 10000 0 23328 0 455647 0 0 GUSTAV DECKER MD 0 267583 0 30000 0 2460 0 0 0 15188 0 315231 0 0 PAMELA NENABER 0 305175 0 147767 0 57930 0 10000 0 17731 0 538603 0 0 ROBERTA CARLSON 0 199086 0 100 0 10146 0 1262 0 18443 0 229037 0 0 DONALD SANADA 0 41992 0 113462 0 83308 0 0 0 8187 0 246949 0 0 TRACIE NEWMAN 0 184697 0 37721 0 44856 0 7847 0 8332 0 283453 0 0 SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN SCHEDULE J, PART I, LINE 4B THE SERP II PLAN OF BANNER HEALTH, THE SOLE MEMBER OF THE ORGANIZATION, COVERS RONALD BUNNELL AND DAVID BIXBY. THIS SERP IS HELD IN A RABBI TRUST AT NORTHERN TRUST COMPANY. EMPLOYER CONTRIBUTIONS TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (INCLUDED IN COL C AS DEFERRED COMPENSATION): RONALD BUNNELL - $1,057,855 DAVID BIXBY - $522,357 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. KATHY BOLLINGER $78,113 457F CASHOUT - INCL PART II, COL BIII JAMES BRANNON $59,888 BONUS LIFE POLICY - INCL PART II, COL BIII NONFIXED BONUS PAYMENTS SCHEDULE J, PART I, LINE 7 1. JAMES BRANNON, CHARLES GARNER, RONALD BUNNELL, DAVID BIXBY, AND KATHY BOLLINGER PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING A THREE-YEAR CYCLE FROM 2010-2012. THE LTIP WAS DESIGNED AT THE INITIATIVE OF THE BANNER BOARD WITH THE ASSISTANCE OF TOWERS PERRIN, AND ALL COMPONENTS WERE APPROVED BY THE BOARD. THE PLAN HAS THREE LEVELS OF TARGETS IN THREE AREAS: OPERATING MARGINS, COMPLETION AND PHYSICIAN UTILIZATION OF COMPUTERIZED PHYSICIAN ORDER ENTRY INSTALLATIONS AND REVENUE GROWTH. 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 PAYOUT OPPORTUNITY RANGES FROM 90% TO 45% OF 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. 2012 IS A "PAYOUT" YEAR IN THE THREE-YEAR CYCLE FOR AMOUNTS EARNED 2010-2012. ALL LTIP COMPENSATION PAYMENTS ARE REPORTED IN THE INCENTIVE AND BONUS COMPENSATION SHOWN IN SCHEDULE J, PART II, COL B (II). 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 PARTICIPANTS BASE SALARY AND VARY WITH THE POSITION LEVEL OF THE PARTICIPATING EMPLOYEE, RANGING FROM 24% TO 80% OF BASE SALARY. IN 2012, THERE WERE 814 MIP PARTICIPANTS. THE MIP WAS ACCRUED IN 2011 FOR THE 2012 MIP, AND PAYOUTS ON THE 2012 MIP WERE PAID IN 2013. MIP COMPENSATION IS INCLUDED IN SCHEDULE J, PART II, COL 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. THE INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A, LINE 1A, WHO ARE PRACTICING PHYSICIANS HAVE A COMPONENT OF COMPENSATION THAT IS NON-FIXED. THESE AMOUNTS ARE INCLUDED IN SCHEDULE J, PART II, COL B (II). DESCRIPTION OF NEW SERVICES FORM 990, PART III, LINE 2 THE ORGANIZATION MERGED WITH BANNER MEDICAL GROUP - GREELY LLC AND BIG THOMPSON MEDICAL GROUP INC ON 8/16/2012. THE SOLE SURVIVING ENTITY WAS BANNER MEDICAL GROUP COLORADO. PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4 BANNER MEDICAL GROUP COLORADO'S (BMGC) SOLE MEMBER IS BANNER HEALTH (BH), AN ARIZONA NON-PROFIT CORPORATION, WHICH IS ALSO EXEMPT UNDER SECTION 501(C)(3). BMGC WAS FORMED FOR THE PURPOSES OF ENABLING THE 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, BMGC WILL BE 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 WILL ALLOW THE BH SYSTEM TO RESPOND TO CHANGES IN THE COMMUNITY HEALTHCARE SYSTEM ENCOURAGED BY THE PATIENT PROTECTION AND AFFORDABLE CARE ACT OF 2010. BMGC ACTIVITIES WILL BE PRIMARILY FUNDED THROUGH PROFESSIONAL REVENUE EARNED THROUGH THE ACTIVITIES OF THE EMPLOYED PHYSICIANS AND SUPPORT FROM BH. BMGC'S EMPLOYED PHYSICIANS WILL PROVIDE THE FOLLOWING SERVICES: A. MOST OF THE PHYSICIANS WILL BE 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 BMGC'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 ICU'S IN BH'S SMALLER, RURAL HOSPITALS. C. ANOTHER COMPONENT OF APPLICANT'S PHYSICIANS AND ALLIED HEALTH PROVIDERS 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. DESCRIPTION OF MEMBERS FORM 990, PART VI, LINE 6 THE SOLE MEMBER OF THE CORPORATION IS BANNER HEALTH, AN ARIZONA NONPROFIT CORPORATION. DESCRIPTION OF MEMBER RIGHTS 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 COLORADO. A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS ARE REQUIRED TO BE PHYSICIANS WHO ARE EMPLOYED BY BANNER MEDICAL GROUP COLORADO OR AN AFFILIATE OF BANNER MEDICAL GROUP COLORADO FOR THE PRIMARY PURPOSE OF PROVIDING CLINIC SERVICES. ANY DIRECTOR MAY BE REMOVED BY BANNER HEALTH AT ANY TIME, WITH OR WITHOUT CAUSE. DESCRIPTION OF MEMBER RESERVE POWERS FORM 990, PART VI, LINE 7B BANNER HEALTH, THE SOLE MEMBER, SHALL HAVE AND EXERCISE THOSE POWERS HEREAFTER DESCRIBED: (A) APPOINT OR REMOVE THE PRESIDENT, THE CHIEF FINANCIAL OFFICER, THE CHIEF MEDICAL 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, THE CHIEF MEDICAL 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 CLINICAL PHYSICIANS EMPLOYED BY THE CORPORATION; (N) APPROVAL OF THE PATIENT FINANCIAL ASSISTANCE POLICIES APPLICABLE TO SERVICES PROVIDED BY THE 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. DESCRIPTION OF PROCESS TO REVIEW FORM 990 FORM 990, PART VI, LINE 11 THE 990 IS REVIEWED BY BANNER HEALTH'S LEGAL DEPARTMENT, TAX DEPARTMENT, INTERNAL AUDIT DEPARTMENT AND CERTAIN BANNER MEDICAL GROUP COLORADO 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. DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST FORM 990, PART VI, LINE 12C BANNER MEDICAL GROUP COLORADO 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. PROCESS FOR DETERMINING COMPENSATION FORM 990, PART VI, LINEs 15A AND 15B THE COMPENSATION OF THE BANNER MEDICAL GROUP COLORADO 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 COLORADO IS ESTABLISHED BY THE BANNER MEDICAL GROUP COLORADO CEO, IF THEY ARE EMPLOYEES OF BANNER MEDICAL GROUP COLORADO, 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 COLORADO IS AS FOLLOWS: BANNER HEALTH UTILIZES A COMPENSATION COMMITTEE THAT EXERCISES OVERSIGHT OVER ALL ASPECTS OF THE COMPENSATION PAID TO OR FOR THE BENEFIT OF THE CEO AND ALL OTHER SENIOR EXECUTIVES OF BANNER HEALTH AND ANY OF ITS AFFILIATES, INCLUDING BANNER MEDICAL GROUP COLORADO CEO, AND ALL OTHER PERSONS WHO CONSTITUTE "DISQUALIFIED PERSONS" WITH RESPECT TO BANNER HEALTH UNDER CODE SECTION 4958. THE COMMITTEE ANNUALLY 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 COLORADO CEO; REVIEWS AND APPROVES THE DESIGN OF THE COMPONENTS OF COMPENSATION FOR SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS; MONITORS COMPLIANCE OF BANNER HEALTH AND AFFILIATES WITH THE PHILOSOPHY AND DESIGN COMPONENTS OF EXECUTIVE COMPENSATION; RECEIVES THE BANNER HEALTH CEO'S REPORT CONCERNING THE OVERALL PERFORMANCE AND DEVELOPMENT ASSESSMENT OF THE SENIOR EXECUTIVES, INCLUDING THE BANNER MEDICAL GROUP COLORADO CEO; ACTS FOR THE BOARD IN THE APPOINTMENT, ESTABLISHMENT OF COMPENSATION 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 CEO, SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS, WHICH 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; APPROVES THE BANNER HEALTH 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 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 COLORADO 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; AND 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. AVAILABILITY OF CERTAIN DOCUMENTS TO THE GENERAL PUBLIC 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. OTHER CHANGES IN NET ASSETS FORM 990, PART XI, LINE 9 INTERCOMPANY TRANSFERS 8,785,032 OTHER - BTMG 2,752,615 ACCRUED INCENTIVE 544,496 ------------ OTHER CHANGES IN FUND BALANCE $12,082,143 ============ BANNER URGENT CARE - COLORADO LLC 1801 16TH STREET GREELEY CO 80631 900733287 MEDICAL SVS CO 0 0 BMGC BANNER HEALTH PHYSICIANS - COLORADO LLC 1801 16TH STREET GREELEY CO 80631 900733283 MEDICAL SVS CO 33051665 350768 BMGC BANNER OCCUPATIONAL HLTH - COLORADO LLC 1801 16TH STREET GREELEY CO 80631 900733286 MEDICAL SVS CO 207137 236878 BMGC BANNER HOSP BASED PHYSICIANS - CO LLC 1801 16TH STREET GREELEY CO 80631 900733285 MEDICAL SVS CO 3901413 42299 BMGC BANNER ALZHEIMER'S FOUNDATION 1441 N 12TH STREET PHOENIX AZ 85006 204862361 SUPPORT AZ 501(C)(3) 7 BANNER HLTH true BANNER HEALTH 1441 N 12TH STREET PHOENIX AZ 85006 450211470 HOSPITAL AZ 501(C)(3) 3 NA false GOOD SAMARITAN COMMUNITY FOUNDATION 1441 N 12TH STREET PHOENIX AZ 85006 866306490 SUPPORT AZ 501(C)(3) 509(A)(3)I BANNER HLTH true BANNER RESEARCH INSTITUTE 13950 W MEEKER BLVD SUN CITY WEST AZ 85375 860768795 MEDICAL RES. AZ 501(C)(3) 4 BANNER HLTH true BANNER MEDICAL GROUP 1441 N 12TH STREET PHOENIX AZ 85006 900532830 MEDICAL SVS AZ 501(C)(3) 3 BANNER HLTH true BANNER HEALTH FOUNDATION 1441 N 12TH STREET PHOENIX AZ 85006 942545356 SUPPORT AZ 501(C)(3) 7 BANNER HLTH true ALZHEIMER RESEARCH FORUM FOUNDATION 11 KEEWAYDIN DRIVE STE 100 SALEM NH 03079 043382717 SUPPORT DE 501(C)(3) PF BANNER HLTH true PARTNERS IN INTEGRATED HEALTH LLC 1441 N 12TH STREET PHOENIX AZ 85006 611700965 HEALTHCARE MGT AZ NA N/A BANNER AZ MED CLINIC LTD (THRU 212012) 13760 N 93RD AVENUE PEORIA AZ 85381 860277198 MEDICAL SVS AZ NA C-CORP true BANNER PLAN ADMINISTRATION INC 525 W BROWN RD 7TH FLOOR MESA AZ 85201 860800246 THIRD PTY ADMN AZ NA C-CORP true BIG THOMPSON MED GROUP INC (THRU 7112) 1627 E 18TH ST LOVELAND CO 80538 841287602 MEDICAL SVS CO NA C-CORP true MEDISUN INC (FKA BANNER MEDISUN INC) 1441 N 12TH STREET PHOENIX AZ 85006 860522728 PSO-INSURANCE AZ NA C-CORP true BANNER HEALTH TANANA VALLEY MEDICAL-SUR 1001 NOBLE STREET FAIRBANKS AK 99701 920049930 MEDICAL SVS AK NA C-CORP true BANNER INDEMNITY LTD (FKA SIFL) PO BOX 1085 GT WEST BAY ROAD CAYMAN ISLANDS CJ 450233470 INVESTMENTS CJ NA FOREIGN CORP. true BANNER HEALTH NETWORK 900750689 ACCOUNTABLE CARE AZ NA C-CORP true false false false false false false false false false false true true false true true true false false false