2013-11-14T18:42:15-06:00 2012-12-31 861065772 DELOITTE TAX LLP 555 MISSION STREET SAN FRANCISCO CA 94105 990 2012-01-01 680360801 JOHN MUIR PHYSICIAN NETWORK JOHN 9259393000 1400 TREAT BOULEVARD NO 400 WALNUT CREEK CA 94597 MICHAEL MOODY 9259393000 2013-11-12 1 MICHAEL P WALTON P00017550 4157834000 2012 2016-02-25 16:41:14Z MICHAEL MOODY 1400 TREAT BOULEVARD NO 400 WALNUT CREEK CA 94597 221100599 0 X WWW.JOHNMUIRHEALTH.COM X 1995 CA TO IMPROVE THE HEALTH OF THE COMMUNITIES WE SERVE WITH QUALITY AND COMPASSION 12 6 556 0 0 0 0 0 211601181 221100599 0 0 0 0 211601181 221100599 0 51040 0 0 35950977 34285733 0 0 0 172963144 180927887 208914121 215264660 2687060 5835939 49140552 98055219 10151588 53335355 38988964 44719864 X TO ESTABLISH, OPERATE AND MAINTAIN MULTI-SPECIALTY MEDICAL CLINICS FOR THE PROVISION OF HEALTHCARE SERVICES AND ENGAGE IN, SPONSOR AND PROMOTE CHARITABLE HEALTHCARE, EDUCATIONAL AND MEDICAL RESEARCH ACTIVITIES. 0 0 82738761 51040 105071150 MANAGED CARE DIVISION:THE JOHN MUIR PHYSICIAN NETWORK, A CALIFORNIA MEDICAL FOUNDATION, IS DELEGATED BY HMO HEALTH PLANS TO PROVIDE THE ADMINISTRATIVE AND MANAGEMENT SERVICES FOR HEALTH PLAN MEMBERS. THE MANAGED CARE DIVISION CONDUCTS MEDICAL MANAGEMENT, CLAIMS PROCESSING, ELIGIBILITY, PROVIDER CREDENTIALING, AUTHORIZATIONS, UTILIZATION MANAGEMENT AND QUALITY IMPROVEMENT. THE PHYSICIAN NETWORK MANAGES AND PROVIDES A PHYSICIAN PANEL FOR THE SELF INSURED JOHN MUIR HEALTH EPO HEALTH PLAN FOR 9,500 EMPLOYEES AND THEIR DEPENDENTS. AS PART OF ITS OPERATIONS, JOHN MUIR PHYSICIAN NETWORK OPERATES A MEDICARE ACCOUNTABLE CARE ORGANIZATION, WHICH BRINGS TOGETHER GROUPS OF PROVIDERS WHO AGREE TO COORDINATE CARE FOR MEDICARE FEE-FOR-SERVICE BENEFICIARIES AND BE ACCOUNTABLE FOR THE QUALITY AND COST OF THEIR CARE (THROUGH A SYSTEM OF QUALITY METRICS AND SHARED SAVINGS). 110289353 114937168 CLINIC OPERATIONS DIVISION:THE CLINIC OPERATIONS DIVISION PROVIDES PRIMARY CARE AND URGENT CARE SERVICES TO OVER 250,000 PATIENTS AT MORE THAN 20 CENTERS THROUGHOUT THE SERVICE AREA. THE PHYSICIAN NETWORK'S PRIMARY CARE AND URGENT CARE CENTERS ARE STAFFED BY APPROXIMATELY 95 PRIMARY CARE PHYSICIANS (FAMILY PRACTICE, INTERNAL MEDICINE AND PEDIATRICS, AMONG OTHERS) AFFILIATED WITH JOHN MUIR MEDICAL GROUP, INC., A CALIFORNIA PROFESSIONAL CORPORATION.IN ADDITION TO THE FOREGOING, THE CLINIC OPERATIONS DIVISION OPERATES THE PHYSICIAN NETWORK'S OSTEOPOROSIS CENTER, WEIGHT MANAGEMENT PROGRAM, AND HOSPITALIST PROGRAMS. 1239527 1092281 CLINICAL RESEARCH DIVISION:JOHN MUIR PHYSICIAN NETWORK CLINICAL RESEARCH CENTER IS A TOP-RATED AND HIGHLY REPUTABLE CLINICAL RESEARCH SITE IN OUR REGION. THE CLINICAL RESEARCH CENTER HAS COMPLETED OVER 450 CLINICAL TRIALS SPONSORED BY THE PHARMACEUTICAL AND BIOTECHNOLOGICAL INDUSTRY. JOHN MUIR PHYSICIAN NETWORK CLINICAL RESEARCH CENTER FOCUSES ON PHASE II, III & IV CLINICAL TRIALS. WE PROVIDE RAPID ENROLLMENT, HIGH DATA INTEGRITY, AS WELL AS COMPASSIONATE AND QUALITY CARE TO OUR RESEARCH SUBJECTS. OUR RESEARCH MEDICAL DIRECTOR IS BOARD-CERTIFIED IN ENDOCRINOLOGY AND INTERNAL MEDICINE AND IS ALSO A CERTIFIED PRINCIPAL INVESTIGATOR BY THE ASSOCIATION OF CLINICAL RESEARCH PROFESSIONALS (ACRP). FIVE OF THE CLINICAL COORDINATORS ARE ALSO CERTIFIED BY ACRP.HEALTH PLAN CONTRACTING (HPC) DIVISION:THE HEALTH PLAN CONTRACTING DIVISION IS RESPONSIBLE FOR NEGOTIATING HEALTH PLAN CONTRACTS FOR THE JOHN MUIR PHYSICIAN NETWORK, JOHN MUIR MEDICAL CENTERS-CONCORD AND WALNUT CREEK AND THE JOHN MUIR BEHAVIORAL HEALTH CENTER.JOHN MUIR HEALTH PHYSICIAN RECRUITING:THE MISSION OF PHYSICIAN RECRUITMENT IS TO ASSURE THAT A SUFFICIENT NUMBER OF PRIMARY CARE, SPECIALTY AND SUBSPECIALTY PHYSICIANS ARE AVAILABLE TO MEET THE NEEDS OF THE COMMUNITIES SERVED BY JOHN MUIR HEALTH. 194267641 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 1 91 0 1 556 1 0 0 0 0 0 0 0 0 0 0 0 X 12 6 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 CA X X MICHAEL MOODY 9259393000 1400 TREAT BLVD STE 300 WALNUT CREEK CA 94597 MICHAEL ROBINSON 3.00 X 0 0 0 RON BANDUCCI 3.00 X X 0 0 0 ARLENE SARGENT 3.00 X X 0 0 0 NANCY MOSCHEL 3.00 X X 0 0 0 KENNETH BOWERS MD 3.00 X 0 0 0 WILLIAM DOW PHD 3.00 X 0 0 0 WILLIAM HODDICK MD 3.00 X 0 27050 0 RAVI HUNDAL MD 3.00 X 0 0 0 CALVIN KNIGHT 0.00 60.00 X 0 1303701 653194 KATHLEEN ODNE 3.00 X 0 0 0 JOHN ZUORSKI MD 3.00 X 0 0 0 MICHAEL MOODY 0.00 60.00 X 0 601383 262640 HAROLD HUSKINS JR 60.00 X 475899 0 198511 MITCHELL ZACK 60.00 X 410176 0 190688 UTE BURNESS 60.00 X 438979 0 208174 RICHARD FRAIOLI MD 60.00 X 366616 0 107021 M KATHERINE SORENSON 60.00 X 321772 0 187794 CATHERINE SMITH 60.00 X 188808 0 44858 JEFFREY FRANK MD 60.00 X 179536 29040 47564 PAUL SWENSON 0.00 0.00 X 0 408257 2879 MICHAEL LINN 0.00 X 172164 0 13056 2553950 2369431 1916379 52 1 1 0 JOHN MUIR MEDICAL GROUP 1340 TREAT BOULEVARD WALNUT CREEK CA 94596 MEDICAL SERVICE 4571893 MUIR MEDICAL GROUP IPA INC 1340 TREAT BOULEVARD WALNUT CREEK CA 94596 MEDICAL SERVICE 4556697 NARAMORE BAIN BRADY & JOHANSON 88 KEARNY STREET 900 SAN FRANCISCO CA 94108 ARCHITECT SERVICE 1640037 JONES DAY 555 CALIFORNIA STREET SAN FRANCISCO CA 94104 LEGAL SERVICE 132837 CODING SOURCE LLC 3415 S SEPULVEDA BOULEVARD LOS ANGELES CA 90034 MEDICAL SERVICE 107600 5 PREMIUM REVENUE 624100 101542129 101542129 OTHER SERVICE REVENUE 624100 63056813 63056813 NET PATIENT REVENUE 624100 56501657 56501657 221100599 221100599 221100599 0 0 X 51040 51040 24502887 23201124 1301763 9782846 9718719 64127 49281519 48125659 1155860 1689634 1469683 219951 10993 10993 IPA PAYMENTS 97024696 97024696 ADMINISTRATIVE SERVICES 15093985 15093985 SUPPLIES 5453836 5018933 434903 BAD DEBT EXPENSE 1346599 1346599 11026625 8300195 2726430 215264660 194267641 20997019 0 5852074 5206817 37656560 48160689 609132 629147 68444154 24795145 4787762 43649009 235024 409557 49140552 98055219 8424893 9767872 1726695 43567483 10151588 53335355 X 38988964 44719864 38988964 44719864 49140552 98055219 5835939 -105039 0 X 0 1 X 0 0 X X X 0 0 0 JOHN MUIR HEALTH 941461843 3 1 1 1 0 1 0 6730621 5419030 1311591 20777095 19376115 1400980 40936438 40936438 43649009 OTHER LONG-TERM LIABILITIES 2717483 FINANCING OBLIGATION 40850000 43567483 219754000 0 219754000 1346599 1346599 221100599 213874000 6979 6979 213867021 1397639 1397639 215264660 PART XI, LINE 4B - OTHER ADJUSTMENTS: RECLASS BAD DEBT EXPENSE 1,346,599. PART XII, LINE 2D - OTHER ADJUSTMENTS: NET ASSETS RELEASED FROM RESTRICTION 6,979. PART XII, LINE 4B - OTHER ADJUSTMENTS: RECLASS BAD DEBT EXPENSE 1,346,599. GRANT TO AFFILIATE 51,040. 1 JOHN MUIR BEHAVIORAL HEALTH 1400 TREAT BOULEVARD STE 300 WALNUT CREEK CA 94597 680249685 501(C)(3) 51040 GENERAL SUPPORT 1 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: JOHN MUIR PHYSICIAN NETWORK AND FINANCIAL MANAGEMENT MONITOR THE USE OF THE RESTRICTED FUNDS TO MEET THE INTENDED PURPOSES. X 1 1 X X X X 0 1 0 0 0 1 1 0 0 CALVIN KNIGHT 0 834970 0 362831 0 105900 0 625905 0 27289 0 1956895 0 362831 MICHAEL MOODY 0 410142 0 177597 0 13644 0 236582 0 26058 0 864023 0 177597 HAROLD HUSKINS JR 333712 0 139144 0 3043 0 177500 0 21011 0 674410 0 139144 0 MITCHELL ZACK 269558 0 125693 0 14925 0 164890 0 25798 0 600864 0 125693 0 UTE BURNESS 312875 0 110000 0 16104 0 182869 0 25305 0 647153 0 110000 0 RICHARD FRAIOLI MD 327825 0 31689 0 7102 0 80821 0 26200 0 473637 0 31689 0 M KATHERINE SORENSON 216260 0 94638 0 10874 0 167232 0 20562 0 509566 0 94638 0 CATHERINE SMITH 175115 0 16798 0 -3105 0 29500 0 15358 0 233666 0 16798 0 JEFFREY FRANK MD 174947 29040 13581 0 -8992 0 30491 0 17073 0 227100 29040 13581 0 PAUL SWENSON 0 29396 0 321903 0 56958 0 717 0 2162 0 411136 0 321903 MICHAEL LINN 131008 0 14747 0 26409 0 0 0 13056 0 185220 0 14747 0 PART I, LINE 1A THE COMPANY HAS A POLICY WHEREBY CERTAIN PAYMENTS TO EMPLOYEES AND MEMBERS OF THE BOARD OF DIRECTORS ARE GROSSED UP. THESE PAYMENTS ARE NOT A USUAL OCCURRENCE AND ARE EVALUATED AND APPROVED BY THE CEO OR A KEY EMPLOYEE AND THE CFO. FOR CERTAIN MEMBERS OF MANAGEMENT A REIMBURSEMENT OF UP TO 50% OF HEALTH CLUB DUES IS AVAILABLE. THIS PERQUISITE IS INCLUDED AS PART OF THE EVALUATION OF THE ANNUAL COMPENSATION EVALUATION PROCESS. ALL COMPONENTS DISCUSSED IN THIS SECTION ARE TREATED AS TAXABLE INCOME FOR THE EMPLOYEE RECEIVING THE PAYMENT. PART 1, LINE 3: SEE PART 1, LINE 6. PART I, LINE 4B PART I, LINE 4B: CALVIN KNIGHT $147,469 SERP DEFERRED MICHAEL D MOODY $63,592 RESTORATION PLAN HAROLD HUSKINS JR. $35,315 RESTORATION PLAN MITCHELL ZACK $51,069 RESTORATION PLAN RICHARD L. FRAIOLI $49,915 RESTORATION PLAN M. KATHERINE SORENSON $71,058 RESTORATION PLAN PART I, LINE 6 FOR EMPLOYEES OF JOHN MUIR PHYSICIAN NETWORK, THE BOARD OF DIRECTORS OF THE JOHN MUIR PHYSICIAN NETWORK, WITH THE APPROVAL AND OVERSIGHT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS, BASES A PORTION OF ANNUAL MANAGEMENT INCENTIVE PAYMENTS ON THE CONSOLIDATED NET EARNINGS TARGETS OF JOHN MUIR HEALTH. ADDITIONALLY, WHERE APPROPRIATE MANAGEMENT OVERSIGHT EXISTS, A PORTION OF AN EXECUTIVE'S MANAGEMENT INCENTIVE CAN ALSO BE BASED ON THE NET EARNINGS TARGETS OF THE CORPORATION. PAYMENTS TO MANAGEMENT PERSONNEL ARE MADE IN THE SUBSEQUENT YEAR BASED ON THE LEVEL OF ACHIEVEMENT OF ALL ELEMENTS OF THE INCENTIVE PROGRAM, OF WHICH NET EARNINGS TARGETS ARE A COMPONENT. THEREFORE, EACH YEAR AN ACCRUAL OF THE ESTIMATED PAYMENTS FOR MANAGEMENT INCENTIVES IS INCLUDED IN THE CALCULATION OF NET EARNINGS TARGETS FOR THAT YEAR. THE INCENTIVE PROGRAMS FOR THE MANAGEMENT OF JOHN MUIR HEALTH AND SUBSIDIARIES, INCLUDING JOHN MUIR PHYSICIAN NETWORK, ARE DEVELOPED AND REVIEWED BY AN OUTSIDE CONSULTANT WHOSE EXPERTISE IS IN COMPENSATION AND WHO DEVELOPS MARKET DATA FOR SIMILAR ORGANIZATIONS AS A BASIS FOR THE CORPORATION'S INCENTIVE PROGRAM. THE INCENTIVE PROGRAM AND MARKET DATA IS REVIEWED WITH THE COMPENSATION COMMITTEES OF THE BOARDS OF DIRECTORS OF THE PHYSICIAN NETWORK AND JOHN MUIR HEALTH. SUPPLEMENTAL INFORMATION PART III COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER AND KEY EMPLOYEES ARE ESTABLISHED ANNUALLY BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS UTILIZES AN OUTSIDE CONSULTANT WHO IS A COMPENSATION EXPERT. THE OUTSIDE CONSULTANT PROVIDES MARKET DATA FOR EACH INDIVIDUAL BASED UPON THEIR LEVEL OF RESPONSIBILITIES AND THAT DATA IS USED BY THE BOARD OF DIRECTORS TO ESTABLISH THE ANNUAL COMPENSATION PACKAGE FOR EACH INDIVIDUAL. IT IS THE PHILOSOPHY OF THE ORGANIZATION TO ESTABLISH A COMPENSATION PACKAGE FOR EACH INDIVIDUAL THAT REFLECTS THE MEDIAN OF THE MARKET AS ESTABLISHED BY THE OUTSIDE CONSULTANT. COMPENSATION FOR THE CHIEF FINANCIAL OFFICER IS ESTABLISHED ANNUALLY BY THE COMPENSATION COMMITTEE OF JOHN MUIR HEALTH. JOHN MUIR MEDICAL GROUP COMMON BOARD MEMBER 42040427 CONTRACT FOR PROFESSIONAL SERVICES 0 MUIR MEDICAL GROUP IPA INC COMMON BOARD MEMBER 88942252 CONTRACT FOR PROFESSIONAL SERVICES 0 SHIRLEY ZUORSKI SPOUSE OF A BOARD MEMBER 15981 CLINICAL TRIAL - $11,005NETWORK CONSULTING AGREEMENT - $4,976 0 FORM 990, PART VI, SECTION A, LINE 2 JOHN MUIR PHYSICIAN NETWORK BOARD MEMBER JOHN ZUORSKI MD IS PRESIDENT OF JOHN MUIR MEDICAL GROUP AND RAVI HUNDAL MD IS THE CHIEF FINANCIAL OFFICER OF JOHN MUIR MEDICAL GROUP. JOHN MUIR PHYSICIAN NETWORK BOARD MEMBERS WILLIAM HODDICK MD AND KENNETH BOWERS MD ARE ALSO BOARD MEMBERS AND PRESIDENT AND VICE PRESIDENT RESPECTIVELY OF MUIR MEDICAL GROUP IPA, INC. FORM 990, PART VI, SECTION A, LINE 6 JOHN MUIR HEALTH IS THE SOLE CORPORATE MEMBER OF JOHN MUIR PHYSICIAN NETWORK, AND, IN SUCH CAPACITY, HAS THE RIGHT TO APPOINT AND APPROVE THE APPOINTMENT OF CERTAIN DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK, AS WELL AS THE RIGHT TO APPROVE CERTAIN SIGNIFICANT CORPORATE ACTIONS (AS DESCRIBED IN SCHEDULE O). THE PRESIDENT OF JOHN MUIR MEDICAL GROUP ("GROUP") SERVES EX-OFFICIO AS A MEMBER OF THE BOARD OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK, AND GROUP HAS THE RIGHT TO DESIGNATE ONE (1) ADDITIONAL PHYSICIAN TO SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK. IN ADDITION, GROUP HAS THE RIGHT TO NOMINATE ONE (1) PERSON FROM THE COMMUNITY WHO IS NOT A PHYSICIAN TO SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK. THIS NOMINATION MAY BE ACCEPTED OR REJECTED BY JOHN MUIR HEALTH. THE PRESIDENT OF MUIR MEDICAL GROUP IPA ("IPA") SERVES EX-OFFICIO AS A MEMBER OF THE BOARD OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK, AND IPA HAS THE RIGHT TO DESIGNATE ONE (1) ADDITIONAL PHYSICIAN TO SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK. IN ADDITION, IPA HAS THE RIGHT TO NOMINATE ONE (1) PERSON FROM THE COMMUNITY WHO IS NOT A PHYSICIAN TO SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK. THIS NOMINATION MAY BE ACCEPTED OR REJECTED BY JOHN MUIR HEALTH. GROUP AND IPA MAY EACH DESIGNATE, ON AN ANNUAL BASIS, ONE PHYSICIAN TO ATTEND EACH MEETING OF THE BOARD OF DIRECTORS AS A NON-VOTING REPRESENTATIVE. FORM 990, PART VI, SECTION A, LINE 7A REFER TO FORM 990, PART VI, SECTION A, LINE 6. FORM 990, PART VI, SECTION A, LINE 7B THE BYLAWS OF JOHN MUIR PHYSICIAN NETWORK PROVIDE THAT JOHN MUIR HEALTH (I) SHALL SELECT EIGHT (8) OF THE TWELVE (12) MEMBERS OF THE BOARD OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK, (II) MAY REMOVE ANY OR BOTH OF THE TWO (2) JOHN MUIR HEALTH EMPLOYED DIRECTORS AT ANY TIME, (III) MAY REMOVE ANY OR ALL OF THE FOUR (4) JOHN MUIR HEALTH NON-EMPLOYED DIRECTORS AT ANY TIME IF SUCH DIRECTOR HAS BEEN A MEMBER OF JOHN MUIR HEALTH'S BOARD OF DIRECTORS AND THEREAFTER CEASES TO SERVE IN SUCH CAPACITY FOR ANY REASON, AND (IV) HAS THE ABSOLUTE RIGHT AT ANY REASONABLE TIME TO INSPECT ALL BOOKS, RECORDS, AND DOCUMENTS OF EVERY KIND AND THE PHYSICAL PROPERTIES OF JOHN MUIR PHYSICIAN NETWORK AND EACH OF ITS SUBSIDIARY CORPORATIONS. JOHN MUIR HEALTH, AS THE SOLE CORPORATE MEMBER OF JOHN MUIR PHYSICIAN NETWORK, ALSO HAS THE RIGHT TO APPROVE CERTAIN ACTIONS IN ACCORDANCE WITH THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, INCLUDING THE VOLUNTARY DISSOLUTION OF JOHN MUIR PHYSICIAN NETWORK, THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF JOHN MUIR PHYSICIAN NETWORK, AND THE MERGER OF JOHN MUIR PHYSICIAN NETWORK WITH OR INTO ANY OTHER ENTITY. FORM 990, PART VI, SECTION B, LINE 11 THE COMPLETED FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS SUFFICIENTLY IN ADVANCE OF THE FILING DEADLINE TO ENABLE A DETAILED AND CONSCIENTIOUS REVIEW BY ALL MEMBERS. AN OVERVIEW OF THE FORM 990, WITH SUFFICIENT DETAIL, IS PRESENTED TO THE BOARD WITH THE COMPLETED FORM 990. ALL QUESTIONS AND CONCERNS OF THE BOARD OF DIRECTORS WILL BE ADDRESSED BY THE CHIEF FINANCIAL OFFICER OR HIS DESIGNEE AND INCORPORATED INTO THE FORM 990 AS APPROPRIATE. AFTER ALL OF THE INPUT FROM THE BOARD OF DIRECTORS HAS BEEN APPROPRIATELY ADDRESSED, SENIOR MANAGEMENT OF THE JOHN MUIR PHYSICIAN NETWORK WILL FILE THE FINAL FORM 990 AS REQUIRED. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, THE CONFLICT OF INTEREST POLICY IS DISTRIBUTED TO BOARD MEMBERS, ALONG WITH A CONFLICT OF INTEREST DISCLOSURE FORM REQUIRED TO BE COMPLETED AND SIGNED. FOLLOWING DISTRIBUTION OF THE POLICY, JOHN MUIR HEALTH GENERAL COUNSEL ("GENERAL COUNSEL") PROVIDES AN EDUCATIONAL SESSION RELATING TO BOARD MEMBER FIDUCIARY DUTIES AND CONFLICTS OF INTEREST COVERING, AMONG OTHER THINGS, REQUIRED DISCLOSURES AND THE PROCESS FOR APPROVAL OF TRANSACTIONS INVOLVING A POTENTIAL CONFLICT. DISCLOSED CONFLICTS ARE COMPILED IN A DOCUMENT AND REVIEWED BY THE BOARD CHAIR, THE CHIEF EXECUTIVE OFFICER AND THE GENERAL COUNSEL. TOGETHER, THESE INDIVIDUALS MONITOR ANY POTENTIAL CONFLICTS AND THE GENERAL COUNSEL ATTENDS BOARD MEETINGS TO ENSURE COMPLIANCE. TRANSACTIONS INVOLVING A POTENTIAL CONFLICT ARE REVIEWED AND APPROVED IN ADVANCE BY COUNSEL, A BOARD COMPLIANCE COMMITTEE AND THE BOARD. THE POLICY ALSO REQUIRES BOARD MEMBERS TO DISCLOSE ANY POTENTIAL CONFLICTS ARISING DURING THE YEAR. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER AND KEY EMPLOYEES IS ESTABLISHED ANNUALLY BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS UTILIZES AN OUTSIDE CONSULTANT WHO IS A COMPENSATION EXPERT. THE OUTSIDE CONSULTANT PROVIDES MARKET DATA FOR EACH INDIVIDUAL BASED UPON THEIR LEVEL OF RESPONSIBILITIES AND THAT DATA IS USED BY THE BOARD OF DIRECTORS TO ESTABLISH THE ANNUAL COMPENSATION PACKAGE FOR EACH INDIVIDUAL. IT IS THE PHILOSOPHY OF THE ORGANIZATION TO ESTABLISH A COMPENSATION PACKAGE FOR EACH INDIVIDUAL THAT REFLECTS THE MEDIAN OF THE MARKET AS ESTABLISHED BY THE OUTSIDE CONSULTANT. COMPENSATION FOR THE CHIEF FINANCIAL OFFICER IS ESTABLISHED ANNUALLY BY THE COMPENSATION COMMITTEE OF JOHN MUIR HEALTH. FORM 990, PART VI, SECTION C, LINE 19 JOHN MUIR HEALTH PROVIDES FINANCIAL INFORMATION ON A QUARTERLY BASIS THROUGH VARIOUS BOND DISCLOSURE DATABASES. THIS FINANCIAL INFORMATION IS AVAILABLE FOR JOHN MUIR HEALTH ON A CONSOLIDATED AND CONSOLIDATING BASIS, INCLUDING JOHN MUIR PHYSICIAN NETWORK AND OTHER SUBSIDIARIES. REQUESTS FOR THE PROVISION OF JOHN MUIR PHYSICIAN NETWORK'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE DIRECTED TO THE GENERAL COUNSEL FOR THE APPROPRIATE RESPONSE. OTHER FEES FORM 990, PART IX, LINE 11G PROVIDER FEES: PROGRAM SERVICE EXPENSES 35,264,000. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 35,264,000. PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 11,618,627. MANAGEMENT AND GENERAL EXPENSES 641,962. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 12,260,589. CONSULTING, LEGAL AND AUDIT: PROGRAM SERVICE EXPENSES 1,243,032. MANAGEMENT AND GENERAL EXPENSES 513,898. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,756,930. JOHN MUIR HEALTH 1400 TREAT BLVD WALNUT CREEK CA 94597 941461843 PROVIDER OF HEALTH CARE SERVICES TO THE COMMUNITY CA 501(C)(3) 3 N/A 0 JOHN MUIR HEALTH FOUNDATION 1400 TREAT BLVD WALNUT CREEK CA 94597 942650855 SOLICITATION OF FUNDS FOR JOHN MUIR HEALTH CA 501(C)(3) 7 N/A 0 JOHN MUIR HEALTH BEHAVIORAL HEALTH 1400 TREAT BLVD WALNUT CREEK CA 94597 680249685 PROVIDE BEHAVIORAL HEALTH SERVICES INCLUDING MENTAL HEALTH & SUBSTANCE ABUSE CA 501(C)(3) 3 N/A 0 JOHN MUIRMT DIABLO COMMUNITY HEALTH FUND 1400 TREAT BLVD WALNUT CREEK CA 94597 911788973 PROVIDE GRANTS THAT ENHANCE HEALTH CARE SERVICES TO UNDERSERVED CA 501(C)(3) 11 TYPE III N/A 0 0 1 0 0 0 0 0 0 0 1 1 1 1 0 0 1 1 0 0