2013-04-09T15:00:16-05:00 2012-05-31 CROWE HORWATH LLP 70 West Madison Street Suite 700 Chicago IL 606024903 990 2011-06-01 363414823 BRYAN HEALTH BRYA 4024813190 1600 SOUTH 48TH STREET LINCOLN NE 685061299 RUSSELL GRONEWOLD 2013-04-10 false John Woodhull P01305268 3128997000 2011 2016-02-25 16:41:14Z RUSSELL GRONEWOLD 1600 SOUTH 48TH STREET LINCOLN NE 685061299 505547 false X WWW.BRYANHEALTH.ORG X 1985 NE BRYAN HEALTH'S MISSION IS TO ADVANCE THE HEALTH OF INDIVIDUALS IN OUR REGION THROUGH COLLABORATION WITH PHYSICIANS AND COMMUNITIES. 17 15 180 15 26000 0 21594 53859 274670 26000 35949 1381 707306 407475 1039519 488715 0 16000 0 0 15934293 16315127 0 0 0 -14946373 -15667852 987920 663275 51599 -174560 11726326 13797593 9319266 11800811 2407060 1996782 BRYAN HEALTH'S MISSION IS TO ADVANCE THE HEALTH OF INDIVIDUALS IN OUR REGION THROUGH COLLABORATION WITH PHYSICIANS AND COMMUNITIES. false false 16130544 16000 0 BRYAN HEALTH, LOCATED IN LINCOLN NEBRASKA, IS A NON-PROFIT, TAX-EXEMPT SUPPORTING ORGANIZATION WHICH PROVIDES STRATEGIC PLANNING, HUMAN RESOURCES, FINANCIAL MANAGEMENT, INFORMATION TECHNOLOGY, AND OTHER SERVICES TO THE AFFILIATES OF THE BRYAN HEALTH SYSTEM ("SYSTEM"). THE SYSTEM CONSISTS OF TWO ACUTE-CARE HOSPITALS, NUMEROUS OUTPATIENT CLINICS, A MEDICAL COLLEGE, AN URGENT CARE CENTER, A REHABILITATION CLINIC, A HEALTH AND WELLNESS FACILITY, AND A FOUNDATION. PREMIER MEDICAL SERVICES PROVIDED INCLUDE CARDIOLOGY, NEUROSCIENCE, WOMEN'S AND CHILDREN'S HEALTH, ORTHOPEDICS, VASCULAR, TRAUMA, EMERGENCY CENTERS, INTENSIVE CARE, MENTAL HEALTH, IMAGING AND DIAGNOSTICS, GASTROENTEROLOGY, ONCOLOGY, UROLOGY, NEPHROLOGY, PULMONARY, GENERAL MEDICINE AND SURGERY AND OTHER HEALTH CARE SERVICE THAT FURTHER ADVANCE THE HEALTH OF THE INDIVIDUALS WE SERVE. THE SYSTEM IS COMMITTED TO OFFERING ACCESS TO QUALITY HEALTH CARE, INCLUDING PROVIDING FREE OR DISCOUNTED HEALTH CARE TO THE UNINSURED AND UNDERINSURED POPULATION, AND PERSONS COVERED BY GOVERNMENT SPONSORED HEALTH CARE PROGRAMS. AS PART OF ITS CHARITABLE MISSION, THE SYSTEM PROVIDED COMMUNITY BENEFIT IN EXCESS OF $65 MILLION DURING THE TAX YEAR, WHICH INCLUDED THE UNREIMBURSED COST OF CHARITY CARE, MEDICAID AND OTHER COMMUNITY BENEFITS. 16130544 true true false true false false false false false true false false false true true false true false false false false false false true false false true false true false false false false false false false false false false false false true true true true false false true 29 0 true 180 true true true false false false false false false false false false false X 17 15 true false true false false false false true true false false false true true true true true true true false NE X RUSSELL GRONEWOLD 4024813190 1600 SOUTH 48TH STREET LINCOLN NE 685061299 GENE BRAKE 1.00 X X 0 0 0 JOHN WOODRICH 1.00 X X 0 477932 36170 KIMBERLY RUSSEL 35.00 X X 977216 0 31394 MARILYN MOORE 1.00 X X 0 0 0 ROSS WILCOX 1.00 X X 0 0 0 TIMOTHY LIESKE MD 1.00 X X 0 0 0 ANDREW HOVE JR 1.00 X 0 0 0 COLLYN FLORENDO 1.00 X 0 0 0 DAVID DYKE MD 1.00 X 731 0 0 DEEANN WENGER 1.00 X 0 0 0 DONDE PLOWMAN PHD 1.00 X 0 0 0 GENE STOHS MD 1.00 X 0 0 0 JACK HUCK 1.00 X 0 0 0 JON HINRICHS MD 1.00 X 0 0 0 MICHAEL MINNICK 1.00 X 0 0 0 STEVE ERWIN 1.00 X 0 0 0 WILLIAM LESTER 1.00 X 0 0 0 RUSSELL GRONEWOLD 30.00 X 447958 0 36996 GEORGE CARR 60.00 X 248647 0 31357 JAN GARVIN 60.00 X 278831 0 10482 KENNETH FOSTER 60.00 X 295917 0 46304 ROBERT RAVENSCROFT 34.00 X 365430 0 37066 DOUGLAS MCDANIEL 50.00 X 148045 0 27922 JEFFREY BURG 50.00 X 148168 0 26448 JOSEPH LOUDON 50.00 X 128823 0 31660 MATT REIMER 50.00 X 151655 0 35156 RON ANDERSON 50.00 X 145935 0 34168 3337356 477932 385123 16 false true false INFOR (US) INC 13560 MORRIS RD SUITE 4100 ALPHARETTA GA 30004 SOFTWARE SUPPORT 468255 HEWLETT PACKARD 8000 FOOTHILLS BLVD ROSEVILLE CA 95747 SOFTWARE SUPPORT 404214 ERNST & YOUNG 155 NORTH WACKER DRIVE CHICAGO IL 60693 AUDIT & TAX 390007 SWANSON RUSSELL ASSOCIATES 1222 P STREET LINCOLN NE 68508 ADVERTISING 369573 STUDER GROUP 913 GULF BREEZE PARKWAY SUITE 6 GULF BREEZE FL 32561 HEALTHCARE CONSULT 322919 15 40000 13859 0 53859 SUPPORT & MGT SERVICES 561000 26000 26000 0 0 0 0 26000 1934 1934 0 0 0 0 0 3554 4107 0 -553 -553 -553 15924 0 12725 3199 3199 0 0 ELECTRONIC PAYMENT REBATES 900099 233276 233276 PHYSICIAN RECRUITMENT SERVICES 900099 120200 120200 HOSPITAL SUPPORT SERVICES 900099 34599 34599 16201 0 0 16201 404276 488715 0 26000 408856 X 16000 16000 0 0 0 2987903 2987903 0 9445095 7406844 2038251 1471034 1153585 317449 1610409 1262883 347526 800686 627898 172788 0 358466 358466 529429 529429 45000 45000 0 0 1560741 1223933 336808 397629 397629 758188 594571 163617 2643242 2072830 570412 0 0 129426 101496 27930 0 115337 90447 24890 10708 10708 0 1708156 1339536 368620 176238 138206 38032 CORPORATE COST ALLOCATION -24712941 -24712941 TAXES (PERSONAL PROPERTY, SALES & USE) 263309 263309 MEMBERSHIP DUES 131686 58754 72932 RECRUITMENT & RELOCATION 122227 122227 95307 32853 62454 0 663275 16130544 -15467269 0 0 3437055 5711771 1894954 1295224 6583 2333 1692475 1444074 14050269 8873017 4500942 5177252 194317 166939 0 0 0 0 11726326 13797593 4639355 4200824 4679911 7599987 9319266 11800811 X 2407060 1996782 2407060 1996782 11726326 13797593 X -174560 -235718 X false true true X false X X X false false false BRYAN MEDICAL CENTER 470376552 3 true true true 0 CRETE AREA MEDICAL CENTER 470841285 3 true true true 0 BRYAN FOUNDATION 237005720 7 true true true 0 BRYAN PHYSICIAN NETWORK 201357375 9 true true true 0 4 0 DESCRIPTION OF SUPPORT PROVIDED TO SUPPORTED ORGANIZATIONS, SCHEDULE A, PART I, LINE 11H, BRYAN HEALTH PROVIDES ADMINISTRATIVE SERVICES TO BRYAN MEDICAL CENTER, CRETE AREA MEDICAL CENTER, BRYAN FOUNDATION, AND BRYAN PHYSICIAN NETWORK IN THE FORM OF STRATEGIC PLANNING, FINANCIAL MANAGEMENT, INFORMATION TECHNOLOGY, HUMAN RESOURCES AND OTHER SERVICES., RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false false false true 45000 true 0 false false 45000 false Description of the activities reported on Lines 1a through 1i Schedule C, Part II-B, Line 1 BRYAN HEALTH PAID THE DUES FOR BRYAN MEDICAL CENTER AND CRETE AREA MEDICAL CENTER TO BE MEMBERS OF THE AMERICAN HOSPITAL ASSOCIATION (AHA). DURING THE CURRENT YEAR THE REPORTING ORGANIZATION MADE PAYMENTS FOR MEMBERSHIP DUES TO THE AHA IN THE AMOUNT OF $60,604. THE AHA REPORTED THAT 24.42% OF DUES PAID, OR $14,800, WAS USED FOR LOBBYING ACTIVITIES. IN ADDITION, $30,200 WAS PAID TO CUTSHALL & NOWKA. THE FIRM WAS RETAINED TO ASSIST THE HEALTH SYSTEM IN REVIEWING AND INTERPRETING VARIOUS PROPOSED HEALTHCARE RELATED BILLS BEFORE THE NEBRASKA STATE LEGISLATURE. DIRECT CONTACT WITH LEGISLATORS, THEIR STAFFS, AND/OR GOVERNMENT OFFICIALS SCHEDULE C, PART II-B, LINE 1G ON VARIOUS OCCASIONS THROUGHOUT THE YEAR, THE CEO MET WITH STATE AND LOCAL LEGISLATORS TO DISCUSS ISSUES RELATED TO HEALTHCARE. WHILE SOME RELATED TO HEALTHCARE REFORM, OTHER ISSUES DISCUSSED INCLUDED MEETING THE NEEDS OF INDIGENT/UNINSURED AND UNDERINSURED PATIENTS, AS WELL AS THE ONGOING NEED FOR HEALTH SERVICES INCLUDING MENTAL HEALTH SERVICES FOR THE COMMUNITY. 0 0 0 14050269 8873017 5177252 0 5177252 0 ACCRUED PENSION BENEFIT OBLIGATION 7599987 7599987 1484655 663275 821380 -5833620 -5833620 -5012240 34493546 34004831 34004831 488715 995940 995940 1484655 14792845 14129570 14129570 663275 0 0 663275 FIN 48 (ASC 740) footnote Schedule D, Part X, Line 2 THE BRYAN HEALTH SYSTEM FOLLOWS THE PROVISIONS OF ASC 740, INCOME TAXES. THERE WERE NO UNCERTAIN TAX BENEFITS IDENTIFIED AND RECORDED AS A LIABILITY UPON THE ADOPTION OF ASC 740 OR AT MAY 31, 2012 AND 2011. THE SYSTEM DOES NOT EXPECT THE TOTAL AMOUNT OF UNRECOGNIZED TAX BENEFITS TO SIGNIFICANTLY CHANGE IN THE NEXT 12 MONTHS. ROAD RACE 15924 0 15924 780 0 3039 764 0 8142 0 0 15924 0 15924 780 0 3039 764 0 8142 12725 3199 true BEATRICE COMMUNITY HOSPITAL FOUNDATION INC 4800 HOSPITAL PARKWAY BEATRICE NE 68310 476024984 501(C)(3) 10000 0 N/A N/A CAPITAL CAMPAIGN FOR NEW CONSTRUCTION 1 0 Procedures for monitoring use of grant funds Schedule I, Part I, Line 2 THE CONTRIBUTIONS COMMITTEE OF BRYAN HEALTH OVERSEES THE GRANT ALLOCATION AND MANAGEMENT. EACH POTENTIAL RECIPIENT IS REQUIRED TO APPLY FOR A GRANT. THE CONTRIBUTIONS COMMITTEE REVIEWS AND DISCUSSES ALL SUBMITTED REQUESTS IN DETAIL. GRANTS ARE AWARDED BASED ON NEED AND ELIGIBILITY. X X X true true X X X X false true false false false false false true false DOUGLAS MCDANIEL 125558 0 8217 0 14270 0 13875 0 14047 0 175967 0 0 0 GEORGE CARR 224176 0 14198 0 10273 0 9166 0 22191 0 280004 0 0 0 JAN GARVIN 231755 0 11075 0 36001 0 2158 0 8324 0 289313 0 0 0 JEFFREY BURG 82048 0 7724 0 58396 0 12055 0 14393 0 174616 0 0 0 JOHN WOODRICH 0 334564 0 31350 0 112018 0 12939 0 23231 0 514102 0 0 JOSEPH LOUDON 117860 0 7305 0 3658 0 10517 0 21143 0 160483 0 0 0 KENNETH FOSTER 189982 0 24528 0 81407 0 22050 0 24254 0 342221 0 0 0 KIMBERLY RUSSEL 643860 0 74317 0 259039 0 13475 0 17919 0 1008610 0 0 0 MATT REIMER 128950 0 8115 0 14590 0 12445 0 22711 0 186811 0 0 0 ROBERT RAVENSCROFT 255812 0 27352 0 82266 0 13475 0 23591 0 402496 0 0 0 RON ANDERSON 126984 0 10522 0 8429 0 11944 0 22224 0 180103 0 0 0 RUSSELL GRONEWOLD 324755 0 34862 0 88341 0 13475 0 23521 0 484954 0 0 0 Travel for companions Schedule J, Part I, Line 1a FIFTEEN OF THE SEVENTEEN MEMBERS OF THE BOARD OF TRUSTEES ARE INDEPENDENT COMMUNITY MEMBERS WHO ARE VOLUNTEER BOARD MEMBERS, AND DO NOT RECEIVE ANY COMPENSATION FOR THEIR TIME AND DUTIES AS MEMBERS OF THE BOARD OF TRUSTEES. RESPONSIBILITIES OF TRUSTEES ARE COMPLEX, AND EFFECTIVE GOVERNANCE DEPENDS UPON HAVING BOARD MEMBERS THAT ARE WELL EDUCATED ABOUT ALL ASPECTS OF HEALTH CARE AND HEALTH CARE GOVERNANCE. BRYAN HEALTH ENCOURAGES ONGOING EDUCATION OF ITS TRUSTEES BY PROVIDING REIMBURSEMENT FOR REASONABLE TRAVEL EXPENSES THAT FURTHER THE MISSION OF BRYAN HEALTH. REIMBURSEMENT FOR COMPANIONS OF VOLUNTEER TRUSTEES IS LIMITED BY THE BOARD OF TRUSTEES' TRAVEL POLICY TO AIR TRAVEL AT THE COACH LEVEL. ALL TRAVEL OF COMPANIONS IS APPROVED IN ADVANCE BY THE CHIEF EXECUTIVE OFFICER, AND SUBSTANTIATION OF ALL TRAVEL RELATED EXPENSES IS REQUIRED BEFORE PAYMENT. THIS BENEFIT IS TREATED AS TAXABLE COMPENSATION TO THE TRUSTEES. Housing allowance or residence for personal use Schedule J, Part I, Line 1a BRYAN HEALTH MAY OFFER A TEMPORARY HOUSING ALLOWANCE, AS PART OF AN EMPLOYMENT AGREEMENT, FOR CERTAIN MANAGEMENT POSITIONS AND PHYSICIANS WHO ARE NEWLY-HIRED EMPLOYEES. THE AMOUNT AND DURATION WILL BE STATED IN THE AGREEMENT. THIS BENEFIT IS TREATED AS TAXABLE COMPENSATION TO THE EMPLOYEE. ONE PERSON LISTED IN FORM 990, PART VII, SECTION A, RECEIVED THIS BENEFIT DURING THE TAX YEAR. Health or social club dues or initiation fees Schedule J, Part I, Line 1a THE ORGANIZATION PROVIDES SOCIAL CLUB MEMBERSHIPS FOR SELECT EMPLOYEES IF THERE IS A BUSINESS NEED FOR THE MEMBERSHIP. THE PERSONAL USE PORTION OF THE CLUB MEMBERSHIP IS TREATED AS TAXABLE COMPENSATION TO THE EMPLOYEE. THE ORGANIZATION REQUIRES SUBSTANTIATION OF ALL BUSINESS USE EXPENSES. TWO PEOPLE LISTED IN FORM 990, PART VII, SECTION A, RECEIVED THIS BENEFIT DURING THE TAX YEAR. CEO/EXECUTIVE COMPENSATION SCHEDULE J, PART I, LINE 3 BRYAN HEALTH'S BOARD OF TRUSTEES BELIEVES COMPENSATION FOR THE SENIOR MANAGEMENT TEAM MUST REFLECT THE COMPLEXITIES OF LEADING AND MANAGING A MULTI-HOSPITAL HEALTH SYSTEM THAT PROVIDES SERVICES THROUGHOUT MUCH OF THE STATE. RECOGNIZING THAT ITS LEADERS ARE RESPONSIBLE FOR THE QUALITY OF CARE, PATIENT SERVICES AND OVERALL FINANCIAL HEALTH OF THE LARGEST PRIVATE EMPLOYER IN LINCOLN/LANCASTER COUNTY, BRYAN HEALTH'S BOARD HAS ESTABLISHED A COMPENSATION PLAN THAT MATCHES THIS LEVEL OF RESPONSIBILITY. THIS PLAN, KNOWN AS THE SENIOR MANAGEMENT COMPENSATION PHILOSOPHY IS REVIEWED AT LEAST ANNUALLY BY BRYAN HEALTH'S BOARD OF TRUSTEES AND THE COMPENSATION COMMITTEE. THIS COMPENSATION PHILOSOPHY TARGETS BASE SALARY FOR SENIOR MANAGERS AT THE 50TH PERCENTILE OF THE MARKET. THE COMPENSATION COMMITTEE IS APPOINTED BY BRYAN HEALTH'S BOARD OF TRUSTEES AND IS MADE UP OF INDEPENDENT COMMUNITY LEADERS WHO ALL SERVE VOLUNTARILY, AND WHO MUST ADHERE TO A STRINGENT CONFLICT OF INTEREST POLICY. EXECUTIVE COMPENSATION IS DETERMINED AND REVIEWED PURSUANT TO GUIDELINES OUTLINED IN THE INTERMEDIATE SANCTION RULES UNDER IRC SECTION 4958 INCLUDING TAKING STEPS TO MEET THE REBUTTABLE PRESUMPTION STANDARD OF REASONABLENESS UNDER TREASURY REGULATION SECTION 53.4958-6. THE COMPENSATION COMMITTEE CONDUCTS A COMPREHENSIVE ANNUAL REVIEW OF ALL COMPENSATION PROVIDED BY THE ORGANIZATION TO THE SENIOR MANAGEMENT TEAM. THIS REVIEW IS CONDUCTED BY THE COMMITTEE BY UTILIZING NATIONAL SALARY SURVEYS, CONDUCTED BY INDEPENDENT EXTERNAL FIRMS. COMPENSATION FOR SENIOR MANAGERS IS COMPARED TO COMPENSATION OF SENIOR MANAGERS AT LIKE INSTITUTIONS ACROSS THE U.S. TO DETERMINE THAT THE VALUE OF COMPENSATION PROVIDED ARE REASONABLE AND AT FAIR MARKET VALUE. THE COMPENSATION COMMITTEE ALSO WORKS DIRECTLY WITH AN EXTERNAL INDEPENDENT COMPENSATION CONSULTANT TO REVIEW THE REASONABLENESS OF TOTAL COMPENSATION PROVIDED TO THE SENIOR MANAGEMENT TEAM, AND TO ASSURE THAT THE TOTAL COMPENSATION PAID CONFORMS TO THE OVERALL COMPENSATION PHILOSOPHY. THE COMPENSATION CONSULTANT PROVIDES WRITTEN OPINIONS TO THE COMPENSATION COMMITTEE THAT ASSESSES THE REASONABLENESS OF THE TOTAL EXECUTIVE COMPENSATION PAID TO SENIOR MANAGERS. THE ANNUAL COMPENSATION REVIEW PROCEDURE WAS COMPLETED BY THE COMPENSATION COMMITTEE ON MAY 22, 2012. ALL DECISIONS OF THE COMPENSATION COMMITTEE ARE CONTEMPORANEOUSLY DOCUMENTED IN THE COMPENSATION COMMITTEE MINUTES WHICH ARE TIMELY REVIEWED AND APPROVED BY THE COMMITTEE. Supplemental nonqualified retirement plan Schedule J, Part I, Line 4b IN ORDER TO ATTRACT AND RETAIN TALENTED, EXPERIENCED EXECUTIVES, BRYAN HEALTH OFFERS A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN TO ELIGIBLE EMPLOYEES. THE FOLLOWING PEOPLE LISTED IN FORM 990, PART VII, SECTION A, LINE 1A PARTICIPATED IN, OR RECEIVED A PAYMENT FROM, A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN DURING THE TAX YEAR: KIMBERLY RUSSEL: $209,018; JOHN WOODRICH: $99,780; RUSSELL GRONEWOLD: $73,691; KENNETH FOSTER: $43,208; AND ROBERT RAVENSCROFT: $59,255. Non-fixed payments Schedule J, Part I, Line 7 BRYAN HEALTH OFFERS A MARKET COMPETITIVE INCENTIVE COMPENSATION PROGRAM FOR MEMBERS OF MANAGEMENT. INCENTIVE COMPENSATION IS BASED ON ACHIEVING OBJECTIVE ORGANIZATIONAL AND INDIVIDUAL GOALS. THE WEIGHTS ASSIGNED TO EACH GOAL MAY CHANGE ON AN ANNUAL BASIS. COMPENSATION OF OFFICERS, DIRECTORS, TRUSTEES & KEY EMPLOYEES SCHEDULE J, PART II IN KEEPING WITH BRYAN HEALTH'S BELIEFS AND STANDARDS OF BEHAVIOR REGARDING STEWARDSHIP, NO BOARD MEMBER SERVING ON THIS ORGANIZATION'S BOARD, OR ANY AFFILIATED BOARD, IS COMPENSATED FOR THEIR SERVICES AS A BOARD MEMBER. COMPENSATION AMOUNTS REPORTED IN SCHEDULE J, PART II ARE FOR SERVICES PERFORMED AS EXECUTIVES OF BRYAN HEALTH AND BRYAN MEDICAL CENTER; AND NOT FOR SERVICES PERFORMED AS BOARD MEMBERS. COMPENSATION AMOUNTS REPORTED IN SCHEDULE J, PART II ARE BASED ON THE CALENDAR YEAR ENDED DECEMBER 31, 2011. Family/business relationships amongst interested persons Form 990, Part VI, Section A, Line 2 STEVE ERWIN AND GENE BRAKE - BUSINESS RELATIONSHIP, STEVE ERWIN AND KENNETH FOSTER - BUSINESS RELATIONSHIP, STEVE ERWIN AND WILLIAM LESTER - BUSINESS RELATIONSHIP, STEVE ERWIN AND MICHAEL MINNICK - BUSINESS RELATIONSHIP, STEVE ERWIN AND ROBERT RAVENSCROFT - BUSINESS RELATIONSHIP, STEVE ERWIN AND KIMBERLY RUSSEL - BUSINESS RELATIONSHIP, STEVE ERWIN AND JOHN WOODRICH - BUSINESS RELATIONSHIP, ROSS WILCOX AND JACK HUCK - BUSINESS RELATIONSHIP, MANY OF THE PERSONS LISTED IN PART VII, SECTION A HAVE A "BUSINESS RELATIONSHIP" WITH EACH OTHER BY VIRTUE OF THEIR EMPLOYMENT BY A BRYAN HEALTH SYSTEM ENTITY. - Significant changes to organizational documents Form 990, Part VI, Section A, Line 4 BRYAN HEALTH'S BYLAWS WERE AMENDED EFFECTIVE JULY 11, 2011. THERE WERE A NUMBER OF MINOR CHANGES TO THE BYLAWS; HOWEVER THE FOLLOWING IS A SIGNIFICANT CHANGE: THE NUMBER OF BOARD MEMBERS REQUIRED TO PROVIDE A WRITTEN CONSENT TO APPROVE AN ACTION OF A BOARD, IN LIEU OF A MEETING, INCREASED FROM "THREE-FOURTHS (3/4)" OF ALL TRUSTEES ENTITLED TO VOTE TO "AT LEAST FOUR-FIFTHS (4/5)" OF ALL TRUSTEES. Review of form 990 by governing body Form 990, Part VI, Section B, Line 11b THIS 990 WAS PREPARED BY BRYAN HEALTH'S TAX DIVISION. DURING THE RETURN PREPARATION PROCESS, THE TAX DIVISION WORKS DILIGENTLY WITH OTHER DEPARTMENTS INCLUDING HUMAN RESOURCES, FINANCE, LEGAL, AND DEVELOPMENT TO GATHER INFORMATION TO COMPLETE FORM 990 AND ATTACHED SCHEDULES IN AN ACCURATE AND THOROUGH MANNER. THIS 990 WAS REVIEWED BY THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, AND OTHER KEY OFFICERS OF BRYAN HEALTH. THIS 990 WAS ALSO REVIEWED BY AN INDEPENDENT ACCOUNTING FIRM. BRYAN HEALTH'S BOARD OF TRUSTEES HAS DELEGATED THE REVIEW OF THE FORM 990 TO THE BOARD'S FINANCE COMMITTEE. EACH MEMBER OF THE FINANCE COMMITTEE RECEIVED A COMPLETE COPY OF THIS 990, PRIOR TO FILING THE FORM WITH THE INTERNAL REVENUE SERVICE. Conflict of interest policy Form 990, Part VI, Section B, Line 12c BRYAN HEALTH HAS ADOPTED A WRITTEN CONFLICT OF INTEREST POLICY THAT IS MONITORED AND ENFORCED BY THE GOVERNANCE COMMITTEE OF THE BOARD OF TRUSTEES. BOARD MEMBERS, OFFICERS AND KEY EMPLOYEES ARE REQUIRED TO ANNUALLY COMPLETE A CONFLICT OF INTEREST AND DISCLOSURE QUESTIONNAIRE TO IDENTIFY ANY FAMILY AND BUSINESS RELATIONSHIPS AND TRANSACTIONS, OR OTHER TRANSACTIONS THAT MAY POSE A POTENTIAL CONFLICT. THE QUESTIONNAIRES REQUIRES EACH COVERED PERSON TO SIGN A STATEMENT CERTIFYING THAT HE/SHE: (1) HAS REPORTED INFORMATION THAT IS CORRECT AND COMPLETE TO THE BEST OF THEIR KNOWLEDGE; (2) HAS READ THE CONFLICT OF INTEREST POLICY AND UNDERSTANDS THE POLICY, AND (3) AGREES TO COMPLY WITH ALL REQUIREMENTS OF THE POLICY. COVERED PERSONS ARE ALSO REQUIRED TO DISCLOSE REAL OR POTENTIAL CONFLICTS AT THE TIME SUCH CONFLICTS ARISE. PERSONS WHO HAVE NOT RETURNED QUESTIONNAIRES ARE CONTACTED ADDITIONAL TIMES IN AN EFFORT TO RECEIVE COMPLETE AND ACCURATE RESPONSES FROM ALL PERSONS. FAILURE TO COMPLETE THE QUESTIONNAIRE CAN RESULT IN DISCIPLINARY ACTIONS. THE QUESTIONNAIRES ARE REVIEWED IN DETAIL BY THE GOVERNANCE COMMITTEE OF BRYAN HEALTH. CONFLICTS ARE CLOSELY MONITORED BY MEMBERS OF THE GOVERNANCE COMMITTEE. THE CONFLICT OF INTEREST POLICY HAS RESTRICTIONS FOR ANY BOARD MEMBER WITH A CONFLICT OF INTEREST; SUCH AS, PROHIBITING THEM FROM PARTICIPATING IN DELIBERATIONS AND VOTING WITH REGARD TO CERTAIN TRANSACTIONS IN WHICH THEY HAVE AN INTEREST. Process used to establish compensation of top management official Form 990, Part VI, Section B, Line 15a BRYAN HEALTH'S BOARD OF TRUSTEES BELIEVES COMPENSATION FOR THE SENIOR MANAGEMENT TEAM MUST REFLECT THE COMPLEXITIES OF LEADING AND MANAGING A MULTI-HOSPITAL HEALTH SYSTEM THAT PROVIDES SERVICES THROUGHOUT MUCH OF THE STATE. RECOGNIZING THAT ITS LEADERS ARE RESPONSIBLE FOR THE QUALITY OF CARE, PATIENT SERVICES AND OVERALL FINANCIAL HEALTH OF THE LARGEST PRIVATE EMPLOYER IN LINCOLN/LANCASTER COUNTY, BRYAN HEALTH'S BOARD HAS ESTABLISHED A COMPENSATION PLAN THAT MATCHES THIS LEVEL OF RESPONSIBILITY. THIS PLAN, KNOWN AS THE SENIOR MANAGEMENT COMPENSATION PHILOSOPHY IS REVIEWED AT LEAST ANNUALLY BY BRYAN HEALTH'S BOARD OF TRUSTEES AND THE COMPENSATION COMMITTEE. THIS COMPENSATION PHILOSOPHY TARGETS BASE SALARY FOR SENIOR MANAGERS AT THE 50TH PERCENTILE OF THE MARKET. THE COMPENSATION COMMITTEE IS APPOINTED BY BRYAN HEALTH'S BOARD OF TRUSTEES AND IS MADE UP OF INDEPENDENT COMMUNITY LEADERS WHO ALL SERVE VOLUNTARILY, AND WHO MUST ADHERE TO A STRINGENT CONFLICT OF INTEREST POLICY. EXECUTIVE COMPENSATION IS DETERMINED AND REVIEWED PURSUANT TO GUIDELINES OUTLINED IN THE INTERMEDIATE SANCTION RULES UNDER IRC SECTION 4958 INCLUDING TAKING STEPS TO MEET THE REBUTTABLE PRESUMPTION STANDARD OF REASONABLENESS UNDER TREASURY REGULATION SECTION 53.4958-6. THE COMPENSATION COMMITTEE CONDUCTS A COMPREHENSIVE ANNUAL REVIEW OF ALL COMPENSATION PROVIDED BY THE ORGANIZATION TO THE SENIOR MANAGEMENT TEAM. THIS REVIEW IS CONDUCTED BY THE COMMITTEE BY UTILIZING NATIONAL SALARY SURVEYS, CONDUCTED BY INDEPENDENT EXTERNAL FIRMS. COMPENSATION FOR SENIOR MANAGERS IS COMPARED TO COMPENSATION OF SENIOR MANAGERS AT LIKE INSTITUTIONS ACROSS THE U.S. TO DETERMINE THAT THE VALUE OF COMPENSATION PROVIDED ARE REASONABLE AND AT FAIR MARKET VALUE. THE COMPENSATION COMMITTEE ALSO WORKS DIRECTLY WITH AN EXTERNAL INDEPENDENT COMPENSATION CONSULTANT TO REVIEW THE REASONABLENESS OF TOTAL COMPENSATION PROVIDED TO THE SENIOR MANAGEMENT TEAM, AND TO ASSURE THAT THE TOTAL COMPENSATION PAID CONFORMS TO THE OVERALL COMPENSATION PHILOSOPHY. THE COMPENSATION CONSULTANT PROVIDES WRITTEN OPINIONS TO THE COMPENSATION COMMITTEE THAT ASSESSES THE REASONABLENESS OF THE TOTAL EXECUTIVE COMPENSATION PAID TO SENIOR MANAGERS. THE ANNUAL COMPENSATION REVIEW PROCEDURE WAS COMPLETED BY THE COMPENSATION COMMITTEE ON MAY 22, 2012 ALL DECISIONS OF THE COMPENSATION COMMITTEE ARE CONTEMPORANEOUSLY DOCUMENTED IN THE COMPENSATION COMMITTEE MINUTES WHICH ARE TIMELY REVIEWED AND APPROVED BY THE COMMITTEE. Process used to establish compensation of other officers/key employees Form 990, Part VI, Section B, Line 15b SEE FORM 990, PART VI, SECTION B, LINE 15A. Governing documents, conflict of interest policy and financial statements available to the public Form 990, Part VI, Section C, Line 19 THE ORGANIZATION'S ARTICLES OF INCORPORATION AND AMENDMENTS ARE AVAILABLE TO THE PUBLIC ON THE NEBRASKA SECRETARY OF STATE'S WEBSITE AT WWW.SOS.NE.GOV. ALSO, THIS ORGANIZATION IS INCLUDED WITHIN THE CONSOLIDATED FINANCIAL STATEMENTS OF BRYAN HEALTH THAT ARE MADE AVAILABLE TO THE PUBLIC BY THE POSTING OF THESE DOCUMENTS THROUGH THE MUNICIPAL SECURITIES RULEMAKING BOARD WEBSITE AT EMMA.MSRB.ORG. THE ORGANIZATION'S OTHER GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE GENERALLY NOT MADE AVAILABLE TO THE PUBLIC. FEDERAL TAX LAWS DO NOT REQUIRE THAT GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICIES AND FINANCIAL STATEMENTS BE MADE AVAILABLE FOR PUBLIC INSPECTION. Other Expenses Form 990, Part IX, Line 24 BOOKS & SUBSCRIPTIONS - TOTAL EXPENSE: 78125, PROGRAM SERVICE EXPENSE: 19379, MANAGEMENT AND GENERAL EXPENSES: 58746, FUNDRAISING EXPENSES: ; ALL OTHER EXPENSES - TOTAL EXPENSE: 17182, PROGRAM SERVICE EXPENSE: 13474, MANAGEMENT AND GENERAL EXPENSES: 3708, FUNDRAISING EXPENSES: ; Other changes in net assets or fund balances Form 990, Part XI, Line 5 TRANSFERS (TO) FROM RELATED ENTITY - 34004831; TRANSFERS (TO) FROM RELATED ENTITY (CORPORATE OVERHEAD) - -24712941; PENSION LIABILITY ADJUSTMENT - -2868470; ADDITIONAL INVESTMENTS IN SUBSIDIARIES - -6659138; COMPENSATION OF OFFICERS, DIRECTORS, TRUSTEES & KEY EMPLOYEES FORM 990, PART VII, SECTION A IN KEEPING WITH BRYAN HEALTH'S BELIEFS AND STANDARDS OF BEHAVIOR REGARDING STEWARDSHIP, NO BOARD MEMBER SERVING ON BRYAN HEALTH'S BOARD, OR ANY AFFILIATED BOARD, IS COMPENSATED FOR THEIR SERVICES AS A BOARD MEMBER. COMPENSATION AMOUNTS REPORTED IN FORM 990, PART VII, SECTION A ARE FOR SERVICES PERFORMED AS EXECUTIVES OF BRYAN HEALTH AND BRYAN MEDICAL CENTER AND NOT FOR SERVICES PERFORMED AS MEMBERS OF BRYAN HEALTH'S BOARD. COMPENSATION AMOUNTS REPORTED IN PART VII, SECTION A ARE BASED ON THE CALENDAR YEAR ENDING DECEMBER 31, 2011. 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