2023-11-08T21:51:18+00:00 2022-12-31 350921680 CROWE LLP 575 Market Street Suite 3300 San Francisco CA 941055829 990 2022-01-01 900532831 Banner Medical Group Colorado BANN 6027474000 2901 N Central Ave Suite 160 Phoenix AZ 85012 Shiva Birdi MD DIRECTOR/CEO 6027474000 2023-11-09 true CAROL KARP 999009999 DIANE KIRMACI P01578407 4155761100 2022 2023-04-26 12:10:37Z Shiva Birdi MD 2901 N Central Ave Suite 160 Phoenix AZ 85012 118276812 false X WWW.BANNERHEALTH.COM X 2009 CO ASSIST BANNER HEALTH COMPLETE ITS MISSION TO MAKE HEALTH CARE EASIER, SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. 5 0 1187 0 0 0 70267 262778 110863101 113512304 6133 277653 194835 111211021 113976050 0 0 130913586 133120948 0 0 53208001 41006110 184121587 174127058 -72910566 -60151008 23268499 21866833 23438318 22431455 -169819 -564622 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 163687279 113512304 Banner Medical Group Colorado (BUMG) is committed to PROVIDING INTEGRATED AND COORDINATED CARE AND POPULATION HEALTH MANAGEMENT. SEE SCHEDULE O FOR ADDITIONAL DETAILS. BMGC WAS FORMED FOR THE PURPOSES OF ENABLING THE BANNER HEALTH (BH) SYSTEM TO PROVIDE INTEGRATED AND COORDINATED CARE AND POPULATION HEALTH MANAGEMENT, THEREBY FURTHERING BH'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 PROVIDER EMPLOYMENT WITHIN A SINGLE ENTITY, BMGC IS ABLE TO COORDINATE AND INTEGRATE WITH BH IN ORDER TO IMPROVE TRANSPARENCY AND ACCOUNTABILITY IN THE PROVIDER OPERATIONS AND TO ALIGN THE PROVIDERS 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. BMGC ACTIVITIES ARE PRIMARILY FUNDED THROUGH PROFESSIONAL REVENUE EARNED THROUGH THE ACTIVITIES OF THE EMPLOYED PHYSICIANS AND SUPPORT FROM BH. BMGC'S EMPLOYED PROVIDERS PROVIDE THE FOLLOWING SERVICES: A. MOST OF THE PROVIDERS ARE HOUSED IN BH CLINICS LOCATED THROUGHOUT THE SERVICE AREA OF BH'S ACUTE CARE HOSPITALS. THESE PROVIDERS 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 PROVIDERS WILL EVENTUALLY BE GROUPED INTO LARGER BH CENTERS WHICH WILL PROVIDE A VARIETY OF PRIMARY AND SPECIALIST PROVIDER SERVICES AND ANCILLARY SERVICES SUCH AS CLINICAL LABORATORY, IMAGING, PHYSICAL THERAPY, AMBULATORY SURGERY, AND OTHER SERVICES FOUND IN MULTI-SPECIALTY PROVIDER CLINIC SITES. B. ANOTHER GROUP OF BMGC'S PROVIDERS 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 PROVIDERS 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 BMGC'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. 163687279 true true false false false false false false false true false false true 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 51 0 true 1187 true false false false false false false false false false false false false X 5 0 false false false false true true true true true false false false true true true true true false true false X Paul Nolde-Morrissey 6027474000 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 CAROL KARP DIRECTOR/TREASURER/Division CFO 20.0 20.0 X X 0 481976 38618 DENNIS BIERLE DIRECTOR/COO - Medical Group 20.0 20.0 X X 0 650891 43037 GARRICK RICHARDS MD Director/Secretary / COO - Medical Group 20.0 20.0 X X 0 315012 29750 PATRICK RANKIN MD DIRECTOR/CEO - BMG 20.0 20.0 X X 0 858238 7907 SHIVA BIRDI MD Director/CEO - BMG 20.0 64.0 X X 0 709977 154498 BETH GIBBONS MD PHYSICIAN 40.0 0 X 813600 0 36199 DWIGHT SLATER MD Physician 40.0 0 X 918541 0 31219 KENNETH RICHARDS MD Physician 40.0 0 X 946525 0 28884 MAURICE LYONS MD PHYSICIAN 40.0 0 X 1217420 0 38917 RYAN GRAVES MD PHYSICIAN 40.0 0 X 892414 0 36209 DAVID BIXBY FORMER SECRETARY 0.0 42.0 X 0 1364975 348343 ELIZABETH AVANT FORMER ASSISTANT SECRETARY 0.0 48.0 X 0 146583 11462 4788500 4527652 805043 339 true true false HEALTHCARE WORKFORCE LOGISTICS HOLDINGS LLC PO Box 860573 Minneapolis MN 55486 Medical Staffing 2965670 WEATHERBY LOCUMS INC PO Box 972633 Dallas TX 75397 Medical Staffing 2390250 CHG Companies PO Box 972651 Dallas TX 753972651 Medical Staffing 2302868 Allergan USA Inc 12975 Collections Center DR Chicago IL 606930129 Pharmaceuticals 1386267 Sanofi Pasteur Inc 12458 Collections Center Dr Chicago IL 60693 Pharmaceuticals 271369 17 231725 31053 262778 Healthcare Services 621111 113512304 113512304 0 0 0 0 113512304 6133 6133 4495597 0 4300762 194835 0 194835 194835 0 0 0 0 0 0 0 113976050 113512304 0 200968 116064569 113965819 2098750 2964534 2931347 33187 7967668 7649569 318099 6124177 5971376 152801 2660 2660 9986272 9990323 -4051 0 20758 20758 705718 702044 3674 139134 129778 9356 8607084 8046385 560699 179472 179472 474261 474261 798661 798661 2826522 2756870 69652 Medical Supplies 7905985 7905985 Billing and Coding 6488006 6488006 Recruitment 1868969 1866219 2750 Staff Development/Education 688128 688128 314480 105303 209177 0 174127058 163687279 10439779 0 4653 4848 5561422 5883141 0 0 229433 102373 15183726 8152333 7615933 7031393 0 0 9857058 8845078 23268499 21866833 13231528 13329210 0 10206790 9102245 23438318 22431455 X -169819 -564622 -169819 -564622 23268499 21866833 X -60151008 59756205 X false true X true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 154196 154196 3576561 1429697 2146864 963911 806443 157468 10065172 5705713 4359459 423886 210480 213406 7031393 Right of Use Assets 8845078 8845078 0 Finance Lease Obligations 9102245 9102245 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote BANNER HAS NOT RECORDED ANY EXPENSE OR ACCRUED FOR ANY RELATED EXPENSE FOR ANY UNCERTAIN TAX POSITIONS. BANNER'S 2019 THROUGH 2022 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR FEDERAL INCOME TAX PURPOSES, WHEREAS THE 2018 THROUGH 2022 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR STATE TAXING JURISDICTIONS IN WHICH BANNER OPERATES. true true false false false false false true false DENNIS BIERLE DIRECTOR/COO - Medical Group 0 255069 0 233787 0 162035 0 22454 0 20583 0 693928 0 116855 SHIVA BIRDI MD Director/CEO - BMG 0 483853 0 175851 0 50273 0 123992 0 30506 0 864475 0 25559 CAROL KARP DIRECTOR/TREASURER/Division CFO 0 333142 0 110116 0 38718 0 16264 0 22354 0 520594 0 15902 PATRICK RANKIN MD DIRECTOR/CEO - BMG 0 75551 0 309310 0 473377 0 3078 0 4829 0 866145 0 159469 GARRICK RICHARDS MD Director/Secretary / COO - Medical Group 0 220976 0 75882 0 18154 0 6532 0 23218 0 344762 0 0 ELIZABETH AVANT FORMER ASSISTANT SECRETARY 0 129604 0 16341 0 638 0 4077 0 7385 0 158045 0 0 DAVID BIXBY FORMER SECRETARY 0 333414 0 938190 0 93371 0 346108 0 2235 0 1713318 0 508871 BETH GIBBONS MD PHYSICIAN 754410 0 40296 0 18894 0 12144 0 24055 0 849799 0 0 0 RYAN GRAVES MD PHYSICIAN 518927 0 353391 0 20096 0 12200 0 24009 0 928623 0 0 0 MAURICE LYONS MD PHYSICIAN 473012 0 724058 0 20350 0 12200 0 26717 0 1256337 0 0 0 KENNETH RICHARDS MD Physician 505641 0 418370 0 22514 0 12180 0 16704 0 975409 0 0 0 DWIGHT SLATER MD Physician 700144 0 217600 0 797 0 0 0 31219 0 949760 0 0 0 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation THE FILING ORGANIZATION, BMGC DOES NOT COMPENSATE OR PROVIDE BENEFITS TO BMGC'S CEO. ALL COMPENSATION AND BENEFITS OF BMGC'S CEO ARE DETERMINED BY BH AND PAID BY BANNER MEDICAL GROUP, BOTH RELATED TAX-EXEMPT ORGANIZATIONS. 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 Severance or change-of-control payment The following individuals received severance pay during 2022 (included in Schedule J, Part II, Column (B)(iii): Patrick Rankin - $358,013 Dennis Bierle - $75,856 Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan EXEC 457(F) - COVERED APPROXIMATELY 109 FORMER AND CURRENT EXECUTIVES. 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). 2022 457(F) Distributions: Patrick Rankin - $111,895 Shiva Birdi - $29,241 Dennis Bierle - $58,326 David Bixby - $73,458 Carol Karp - $15,902 2022 457(F) Contributions: Shiva Birdi - $22,414 Dennis Bierle - $12,515 Carol Karp - $7,870 Schedule J, Part I, Line 7 Non-fixed payments 1. Some INDIVIDUALS PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING THREE-YEAR CYCLES FROM 2019-2021, 2020-2022, 2021-2023, AND 2022-2024. THE LTIP WAS DESIGNED AT THE INITIATIVE OF THE BH BOARD OF DIRECTORS WITH THE ASSISTANCE OF WILLIS TOWERS WATSON, AND ALL COMPONENTS WERE APPROVED BY THE BOARD. THE PLANS' AREAS OF PERFORMANCE TARGETS INCLUDE: Starts Rating improvement, Transform Revenue Cycle ($ improvement), and Build Our Bench to Reflect Communities (VOICE, Minority %, Succession. AWARDS ARE CALCULATED AS A PERCENTAGE OF BASE SALARY ON THE LAST DAY OF THE THREE-YEAR CYCLE, AND PPORTUNITY 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 30% TO 255% OF THE AVERAGE THREE-YEAR BASE SALARY as of December 31 in the last year of the three-year plan. AWARDS HAVE BEEN ACCRUED UNDER THE LTIP, BUT NO PAYMENTS ARE MADE UNTIL AFTER YEAR-END AND ACHIEVEMENT IS VERIFIED BY THE BH BOARD COMPENSATION COMMITTEE AND APPROVED BY THE FULL BOARD OF DIRECTORS OF BH. ALL LTIP COMPENSATION PAYMENTS ARE REPORTED IN THE INCENTIVE AND BONUS COMPENSATION SHOWN IN SCHEDULE J, PART II, COLUMN (B)(II). AMOUNTS PAID FOR THE 2019-2021 CYCLE ARE REPORTED IN SCHEDULE J, PART II, COLUMN (B) AS BONUS & INCENTIVE COMPENSATION. AMOUNTS ACCRUED FOR 2022 FOR THE 2020-2022, 2021-2023, AND 2022-2024 CYCLES (TO BE PAID OUT IN 2023, 2024 AND 2025 RESPECTIVELY) ARE REPORTED IN SCHEDULE J, PART II, COLUMN (C) AS DEFERRED COMPENSATION. 2. BH HAS A MANAGEMENT INCENTIVE PLAN (MIP) WHICH IS BASED ON COMPANY ACHIEVEMENT OF 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 2022, THERE WERE 1,420 MIP PARTICIPANTS. THE MIP WAS ACCRUED IN 2022 FOR THE 2022 MIP, AND PAYOUTS ON THE 2021 MIP WERE PAID IN 2022. 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 VI, Line 6 Classes of members or stockholders BMGC's SOLE MEMBER IS BANNER HEALTH (BH), 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 Members or stockholders electing members of governing body THE BOARD OF DIRECTORS OF BH, THE SOLE MEMBER, ELECTS THE BOARD OF DIRECTORS OF BANNER MEDICAL GROUP COLORADO. ANY DIRECTOR MAY BE REMOVED BY BH AT ANY TIME, WITH OR WITHOUT CAUSE. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders BH, 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 PROVIDERS EMPLOYED BY THE CORPORATION; (N) APPROVAL OF THE PATIENT FINANCIAL ASSISTANCE POLICIES APPLICABLE TO SERVICES PROVIDED BY THE PRACTICING CLINICAL PROVIDERS 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 Review of form 990 by governing body BH's Tax Department (BH Tax) is RESPONSIBLE FOR OVERSEEING THE PROCESSES FOR PREPARING THE FORM 990. BH Tax TAKES THE LEAD ROLE IN THE PROCESS AND IS CHARGED WITH THE DUTY TO COLLECT THE FINANCIAL AND OTHER INFORMATION NEEDED TO COMPLETE THE FORM 990. THIS INCLUDES COORDINATING WITH OTHER BH DEPARTMENTS, SUCH AS THE LEGAL, PAYROLL, GOVERNMENT RELATIONS, LICENSING, COMMUNITY BENEFIT, COMPENSATION AND BENEFITS, ACCOUNTS PAYABLE, RISK MANAGEMENT, CERTIFICATION, CREDENTIALING, FINANCIAL SERVICES, AND TREASURY DEPARTMENTS IN ORDER TO ENSURE THAT THE EXPERTISE OF EACH DEPARTMENT IS UTILIZED IN THE INFORMATION-GATHERING PROCESS. ONCE THE INFORMATION IS GATHERED, IT IS ORGANIZED AND ASSEMBLED INTO AN ORGANIZER THAT WILL BE USED BY Banner Tax and an OUTSIDE ACCOUNTING FIRM TO PREPARE THE FORM 990. The accounting firm has expertise in non-profit hospital systems and has specific knowledge of BH's operations and return complexity. A FIRST DRAFT OF THE FORM 990 IS PREPARED by BH Tax and READIED FOR REVIEW. THE REVIEW PROCESS BEGINS WITH AN INITIAL REVIEW DONE BY BH Tax. DURING THIS REVIEW, A LIST OF QUESTIONS, ISSUES AND ADDITIONAL TASKS IS COMPILED. THIS LIST IS THEN DISSEMINATED TO THE APPROPRIATE BH DEPARTMENTS FOR FURTHER ACTION. ONCE ALL QUESTIONS, ISSUES AND TASKS HAVE BEEN COMPLETED, A SECOND REVIEW BY BH Tax and the accounting firm is DONE. AGAIN, IF APPLICABLE, A LIST OF QUESTIONS, ISSUES AND ADDITIONAL TASKS IS COMPILED. THIS LIST IS THEN DISSEMINATED TO THE APPROPRIATE BH DEPARTMENTS FOR FURTHER ACTION. ONCE THIS SECOND REVIEW PROCESS IS COMPLETED, A FINAL DRAFT OF THE FORM 990 IS PRESENTED TO certain BMGC officers. CHANGES TO THE FORM 990 ARE MADE IF NECESSARY. THE FINAL VERSION OF THE FORM 990 IS SIGNED BY a BMGC OFFICER and the return is made available to the governing body. Form 990, Part VI, Line 12c Conflict of interest policy BANNER MEDICAL GROUP COLORADO (BMGC) HAS ADOPTED THE BANNER HEALTH (BH) CONFLICT OF INTEREST POLICY. THIS POLICY REQUIRES THE INTERNAL ASSURANCE DEPARTMENT OF BANNER HEALTH TO PROVIDE EACH PARTY WITH A DISCLOSURE QUESTIONNAIRE. THE INTERNAL ASSURANCE 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 INTERNAL ASSURANCE MUST DISCLOSE THE EXISTENCE OF ANY FINANCIAL INTEREST THAT MAY GIVE RISE TO A CONFLICT OF INTEREST. Form 990, Part VI, Line 15b Process to establish compensation of other employees 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 BMGC CEO IS DETERMINED BY THE BH EXECUTIVE VICE-PRESIDENT/CHIEF MEDICAL OFFICER AND IS SUBJECT TO OVERSIGHT BY THE BH BOARD OF DIRECTORS COMPENSATION COMMITTEE IN THE SAME MANNER AS SUCH OVERSIGHT IS EXERCISED OVER OTHER VICE PRESIDENTS AND HIGHER EXECUTIVES OF BH. THE COMPENSATION OF OTHER OFFICERS OF BMGC IS ESTABLISHED BY THE BMGC's CEO, IF THEY ARE EMPLOYEES OF BMGC , OR BY BH, IF THEY ARE EMPLOYEES OF BH, IN EACH CASE WITHIN COMPENSATION RANGES SET BY THE BH COMPENSATION AND BENEFITS DEPARTMENT BASED ON MARKET DATA. BH'S PROCESS TO DETERMINE THE COMPENSATION OF BMGC IS AS FOLLOWS: BH 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 CEO AND ALL OTHER SENIOR OF BANNER HEALTH AND ANY OF ITS AFFILIATES, INCLUDING THE BMGC CEO, AND ALL OTHER PERSONS WHO CONSTITUTE "DISQUALIFIED PERSONS" WITH RESPECT TO BH UNDER CODE SECTION 4958. THE COMMITTEE: - ASSESSES ANNUALLY THE PERFORMANCE OF THE CEO - EXERCISES OVERSIGHT OVER ALL ASPECTS OF COMPENSATION FOR THE CEO - REVIEWS AND DETERMINES THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY OF BH - 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 BANNER HEALTH WITH THE PHILOSOPHY AND DESIGN COMPONENTS OF EXECUTIVE COMPENSATION - RECEIVES THE 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 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 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. THE COMPENSATION COMMITTEE RETAINS AN EXTERNAL INDEPENDENT COMPENSATION CONSULTING FIRM TO ASSIST THE COMMITTEE. THE COMMITTEE ENGAGES 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 CEO, SENIOR EXECUTIVE MANAGEMENT, AND OTHER EXECUTIVE MANAGEMENT IDENTIFIED BY THE COMMITTEE AS POTENTIAL DISQUALIFIED PERSONS. THE COMMITTEE ANNUALLY REVIEWS THE RELATIONSHIP BETWEEN BH 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 BH 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 BH TO THE CONSULTANT IN ITS CAPACITY AS AN EXTERNAL COMPENSATION CONSULTANT TO THE COMMITTEE, AND THE AMOUNTS PAID BY BH, 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 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 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 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 CEO AND 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 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 CEO AND REVIEWING AND MONITORING THE COMPENSATION FOR ALL OTHER SENIOR EXECUTIVES AND TOP MANAGEMENT. THE COMPENSATION REVIEW PROCESS WAS LAST COMPLETED IN 2022. Form 990, Part VI, Line 19 Required documents available to the public 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 KEY EMPLOYEES 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 INDEPENDENT CONTRACTORS 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 or fund balances INTERCOMPANY TRANSFERS - 59756205; BANNER ANESTHESIOLOGISTS - COLORADO LLC 1801 16TH STREET GREELEY CO 80631 900933809 MEDICAL SERVICES CO 0 0 BMGC BANNER HEALTH PHYSICIANS - COLORADO LLC 1801 16TH STREET GREELEY CO 80631 900733283 MEDICAL SERVICES CO 107948846 16417692 BMGC BANNER HOSPITAL BASED PHYSICIANS- CO LLC 1801 16TH STREET GREELEY CO 80631 900733285 MEDICAL SERVICES CO 5832262 638172 BMGC BANNER OCCUPATIONAL HEALTH-COLORADO LLC 1801 16TH STREET GREELEY CO 80631 900733286 MEDICAL SERVICES CO 0 102571 BMGC BANNER MEDICAL GROUP CO ADULT SLEEP LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861396133 MEDICAL SERVICES CO 0 0 BMGC BANNER URGENT CARE - COLORADO 1801 16TH STREET GREELEY CO 80631 900733287 MEDICAL SERVICES CO 0 0 BMGC BANNER HEALTH 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 450233470 HOSPITAL AZ 501(c)(3) 3 NA false BANNER ALZHEIMER'S FOUNDATION 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 204862361 SUPPORT AZ 501(c)(3) 7 BANNER HEALTH true BANNER HEALTH FOUNDATION 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 942545356 SUPPORT AZ 501(c)(3) 7 BANNER HEALTH true BANNER MEDICAL GROUP 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900532830 MEDICAL SERVICES AZ 501(c)(3) 3 BANNER HEALTH true BANNER UNIVERSITY MEDICAL GROUP 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 942958258 MEDICAL SERVICES AZ 501(c)(3) 3 BANNER HEALTH true BANNER-UNIVERSITY CARE ADVANTAGE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463757358 HEALTH INSURANCE AZ 501(c)(3) 10 BANNER HEALTH true BANNER-UNIVERSITY FAMILY CARE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463766901 HEALTH INSURANCE AZ 501(c)(3) 10 BANNER HEALTH true BANNER HEALTH INSURANCE GROUP INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85331 843248878 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH true BANNER HEALTH PLAN INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 843237280 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH true WYOMING MEDICAL CENTER INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 830279242 HOSPITAL WY 501(c)(3) 3 BANNER HEALTH false BANNER AIR LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 862878425 MEDICAL TRANSPORT DE NA N/A BANNER ATLAS JV LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 831276122 OUTPATIENT SURGERY CENTER AZ NA N/A BANNER WEST VALLEY CARDIOLOGY MANAGEMENT LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861559257 MEDICAL MANAGEMENT AZ NA N/A BHSM REHABILITATION LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 823481322 MEDICAL SERVICES DE NA N/A BANNER HEALTH NETWORK 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900750689 ACCOUNTABLE CARE AZ NA C Corporation true BANNER INDEMNITY LTD PO BOX 1051 GRAND CAYMAN CJ 450233470 INVESTMENTS CJ NA C Corporation true BANNER PLAN ADMINISTRATION INC 445 W 5TH PLACE SUITE 101 MESA AZ 85201 860800246 THIRD PARTY ADMINISTRATION AZ NA C Corporation true NMSI INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 742354291 PPO INSURANCE PROVIDER CO NA C Corporation true THE UNIVERSITY OF ARIZONA HEALTH PLAN - UNIVERSITY HEALTHCARE INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 454370907 HEALTH INSURANCE AZ NA C Corporation true false false false false false false false false false true true true true true true true false false true