2018-11-13T12:41:40-06:00 2017-12-31 ERNST & YOUNG US LLP 560 MISSION ST STE 1600 SAN FRANCISCO CA 94105 990 2017-01-01 237288765 MILLS-PENINSULA HOSPITAL FOUNDATION % SHAWNA CHIARAVALLOTI MILL 9162866665 C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 PETER GIELNIAK PRESIDENT 2018-10-29 true EVA NITTA P01286320 4158948000 198.217.64.23 68127220183175000012 2018-11-13 P 856506003E7717BB4C5FA0BAF50AAA2B61E0405F 3BBDD47BB3891F63F7D2FD4074CF90EF9080FD61 2017 2019-02-21 02:37:17Z PETER GIELNIAK C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 9096703 false X WWW.SUTTERHEALTH.ORG X 1973 CA SEE SCHEDULE O 22 20 0 54 0 0 6046291 4789699 3236886 2991891 1489678 1255418 -54722 -141756 10718133 8895252 3325717 2997832 0 0 1098637 1469043 0 0 0 2276273 1626285 6700627 6093160 4017506 2802092 50194230 57171916 3761794 6447143 46432436 50724773 X SEE SCHEDULE O false false 4308271 2997832 2991891 SEE SCHEDULE O 4308271 true true false false false false false false false true true false false false true true false true false false false false false false true true false true true true false false false false false false false false true false false false false true true true false false true X 0 0 0 false false false false false true true false false false false X 22 20 true false false false true true true true true false false false true true true true true true true false CA X SHAWNA CHIARAVALLOTI 9162866665 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 X HARRIET BOROFSKY MD TRUSTEE 1.0 0.0 X 0 0 0 PEGGY BORT-JONES TRUSTEE 1.0 0.0 X 0 0 0 DANIEL BROWN TRUSTEE 1.0 0.0 X 0 0 0 ELIZABETH CODY TRUSTEE 1.0 0.0 X 0 0 0 JAMES CODY TRUSTEE 1.0 0.0 X 0 0 0 GEORGE COHEN MD TRUSTEE 1.0 0.0 X 0 0 0 BRAD CRAIG TRUSTEE 1.0 0.0 X 0 0 0 JILL FLYNN TRUSTEE 1.0 0.0 X 0 0 0 PAULA GILMARTIN RN BSN TRUSTEE 1.0 0.0 X 0 0 0 SUSAN HERMAN TRUSTEE / CHAIR 1.0 0.0 X X 0 0 0 REID LEIBHABER TRUSTEE 1.0 0.0 X 0 0 0 JOHN LODER TRUSTEE / PRESIDENT MPHF 1.0 40.0 X X 0 293571 34691 KEITH MCWILLIAMS TRUSTEE / TREASURER 1.0 0.0 X X 0 0 0 ANDREA METKUS MD TRUSTEE 1.0 0.0 X 0 0 0 CAROLE MIDDLETON TRUSTEE 1.0 0.0 X 0 0 0 GILBERT MINTZ PHD TRUSTEE 1.0 0.0 X 0 0 0 DENISE ORWIN TRUSTEE 1.0 0.0 X 0 0 0 SCOTT PETERSON TRUSTEE / VICE-CHAIR 1.0 0.0 X X 0 0 0 PATTI RUEFF TRUSTEE 1.0 0.0 X 0 0 0 KIM SCHOKNECHT TRUSTEE 1.0 0.0 X 0 0 0 JUDY SWANSON TRUSTEE / SECRETARY 1.0 0.0 X X 0 0 0 JANET WAGNER CEO MPHS 1.0 40.0 X 0 869864 166322 IRIS WOHN CFO MPHS/MPSH/SMSC 1.0 40.0 X 0 163839 26151 MARA HOOK VP Philanthropy SH Bay Area 1.0 40.0 X 0 735689 112459 0 2062963 339623 0 false true false C I PARTNERS DIRECT 4484 MARKET STREET VENTURA CA 93003 DIRECT MAIL 179349 1 2169 302216 325 4484989 448881 4789699 HOSPITAL SUPPORT 900099 2991891 2991891 2991891 990933 990933 0 0 0 0 0 264485 264485 264485 264485 44080 302216 196129 -152049 -152049 15615 5322 10293 10293 0 0 0 0 8895252 2991891 1113662 X 2984332 2984332 13500 13500 0 0 729025 360660 368365 0 434026 222712 211314 0 305992 208484 97508 0 0 0 9628 9628 0 0 92467 92467 900 900 0 59610 23647 35963 0 0 127278 127278 3624 3624 0 0 0 0 0 33535 33535 0 AREA ALLOCATION 725535 232049 493486 SUTTER CHARGEBACKS 207153 207153 PRINTING 208436 104768 103668 PURCHASED SERVICES 158119 158119 6093160 4308271 1784889 0 0 0 18015562 22365199 2348910 1149443 0 0 0 0 0 0 0 0 0 0 28415 38000 108039 108039 29105073 32900312 0 0 0 0 0 0 696270 718962 50194230 57171916 1690788 4326835 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2071006 2120308 3761794 6447143 X 11863106 14177074 27516082 29150110 7053248 7397589 46432436 50724773 50194230 57171916 X 2802092 3097031 -1606786 X false true X true false X 3929853 6107505 4786486 6046291 4789699 25659834 0 0 3929853 6107505 4786486 6046291 4789699 25659834 1729401 23930433 793252 902271 989245 789341 990933 4465042 0 0 30124876 15359205 0.79437 0.72987 X 9365228 1078105 81924 10361409 8739899 169538 571536 115745 9365228 9002263 -172076 90288 8739899 8592203 471783 61723 9002263 7581254 1043729 32780 8592203 0.71400 0.28600 false false 108039 108039 0 INSURANCE LIABILITIES 18651 OTHER LIABILITIES 2101657 2120308 X SCHEDULE D, PART V, LINE 4 INTENDED USE OF ENDOWMENT FUNDS: THE ENDOWMENTS ARE USED TO SUPPORT THE PROGRAMS OF MILLS-PENINSULA HEALTH SERVICES, WHICH IS PART OF SUTTER BAY HOSPITALS. Barshad Endowment Fund for Senior Focus - Income to be used to benefit the Senior Focus Program. Coakley Permanent Endowment - Income shall be used to support any purpose except construction or general expenses of Mills-Peninsula Medical Center. Kay Ellis Permanent Endowment - Income to be used to provide scholarships and grants to needy girls seeking careers in medical and allied fields. John & Rose Zielinsky Memorial - Fund income, but no part of the principal or appreciation (realized or unrealized), shall be used to further the general objects and purposes of the Mills Peninsula Hospital Foundation. Malmquist Perm Endowment - Income to support the hospital's health care services related to arthritis, until and unless such a use would not be possible at the hospitals, in which case, the Foundation's Board of Trustees may choose another use for the income and may, if necessary and in the best interests of the hospitals expend the principal. McKay Permanent Endowment - Income only (interest), but no part of the fund principal or appreciation (realized or unrealized), shall be used to further the general objectives and purposes of Mills Peninsula Hospital Foundation. Raffo Endowment - Cancer and Cardiac Care - To support cancer and cardiac care, but not for animal research. Reid Permanent Endowment - Earnings to support free beds, clinics and medical services to the poor and needy. Ruppert Memorial Fund - Income used to support purposes deemed most appropriate by the Board of Trustees of Mills Peninsula Hospital Foundation and the principal be maintained in its entirely. Desired, but not mandatory is that the income be used to fund care and maintain the Special Care Unit and Short Stay Surgical Recovery Unit. Zielinsky Perm Endowment - Fund income, but no part of the principal or appreciation (realized or unrealized), shall be used to further the general objectives and purposes of the Mills Peninsula Hospital Foundation. SCHEDULE D, PART X, LINE 2 ASC 740 FOOTNOTE FROM AUDIT: THIS ORGANIZATION WAS PART OF A CONSOLIDATED FINANCIAL SYSTEM AUDIT. THE ASC 740 AUDIT FOOTNOTE DISCLOSURE FOR THE SUTTER SYSTEM IS AS FOLLOWS: SUTTER HEALTH, THE LEGAL ENTITY, AND MANY AFFILIATES HAVE BEEN DETERMINED TO BE EXEMPT ORGANIZATIONS BY THE INTERNAL REVENUE SERVICE AND THE CALIFORNIA FRANCHISE TAX BOARD AND GENERALLY ARE NOT SUBJECT TO TAXES ON INCOME. CERTAIN ACTIVITIES OF SUTTER ARE SUBJECT TO INCOME TAXES; HOWEVER, SUCH ACTIVITIES ARE NOT SIGNIFICANT TO THE CONSOLIDATED FINANCIAL STATEMENTS. WITH RESPECT TO ITS TAXABLE ACTIVITIES, SUTTER RECORDS INCOME TAXES USING THE LIABILITY METHOD, UNDER WHICH DEFERRED TAX ASSETS AND LIABILITIES ARE DETERMINED BASED ON THE DIFFERENCES BETWEEN THE FINANCIAL ACCOUNTING AND TAX BASES OF ASSETS AND LIABILITIES. DEFERRED TAX ASSETS OR LIABILITIES AT THE END OF EACH PERIOD ARE DETERMINED USING THE CURRENTLY ENACTED TAX RATE EXPECTED TO APPLY TO TAXABLE INCOME IN THE PERIODS THAT THE DEFERRED TAX ASSET OR LIABILITY IS EXPECTED TO BE REALIZED OR SETTLED. SUTTER RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS, ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE STATUTE OF LIMITATIONS FOR TAX YEARS 2014 THROUGH 2016 REMAIN OPEN IN U.S. TAX JURISDICTIONS IN WHICH SUTTER AND ITS AFFILIATES ARE SUBJECT TO TAXATION. SUTTER RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. AT DECEMBER 31, 2017 AND 2016, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS. THE TAX CUTS AND JOBS ACT (TAX ACT) WAS ENACTED ON DECEMBER 22, 2017. THE TAX ACT REDUCES THE US FEDERAL CORPORATE TAX RATE FROM 35% TO 21%, REQUIRES COMPANIES TO PAY A ONE-TIME TRANSITION TAX ON EARNINGS OF CERTAIN FOREIGN SUBSIDIARIES THAT WERE PREVIOUSLY TAX DEFERRED, CREATES NEW TAXES ON CERTAIN FOREIGN SOURCED EARNINGS, PROVIDES FOR A NEW EXCISE TAX ON CERTAIN COMPENSATION OF EXEMPT ORGANIZATIONS OVER $1 MILLION, AND REQUIRES THE SEPARATE CALCULATION OF UNRELATED BUSINESS TAXABLE INCOME FOR EACH TRADE OR BUSINESS CARRIED ON. AS OF DECEMBER 31, 2017, WE HAVE NOT COMPLETED OUR ACCOUNTING FOR THE TAX EFFECTS OF ENACTING THE TAX ACT, THEREFORE WE CONTINUE TO ACCOUNT FOR THOSE ITEMS BASED ON OUR EXISTING ACCOUNTING UNDER ASC 740, INCOME TAXES, AND THE PROVISIONS OF THE TAX LAWS THERE WERE IN EFFECT IMMEDIATELY PRIOR TO ENACTMENT. WE WILL CONTINUE TO MAKE AND REFINE OUR CALCULATIONS AS ADDITIONAL ANALYSIS IS COMPLETED. IN ADDITION, OUR ESTIMATES MAY ALSO BE AFFECTED AS WE GAIN A MORE THOROUGH UNDERSTANDING OF THE TAX LAW AS WELL AS RECEIVING GUIDANCE FROM THE INTERNAL REVENUE SERVICE ON HOW THESE PROVISIONS APPLY TO TAX-EXEMPT ORGANIZATIONS AND TAXABLE AFFILIATES. WOMENS LUNCHEON 346296 302216 44080 0 0 0 60997 40000 95132 0 346296 302216 44080 0 0 0 60997 40000 95132 196129 -152049 15615 5322 true 0.90909 15615 5322 5322 10293 CA true false true false 1.00000 EVA VATHIS 1501 trousdale dr burlingame CA 94010 false Kelly dolan 108 COORDINATES MPHF WOMEN'S LUNCHEON RAFFLE X true 10293 true SBH DBA MILLS-PENINSULA MEDICAL CENTER C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 501(c)(3) 2910202 PROGRAM AND CAPITAL IMPROV. SUTTER HEALTH 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942788907 501(C)(3) 74130 PROGRAM SUPPORT 2 NURSING SCHOLARSHIPS 5 12500 employee assistance 1 1000 SCHEDULE I, Part I, LIne 2 PROCEDURE FOR MONITORING USE OF GRANT FUNDS: 1. Various Departments of the hospital request funding from the foundation. 2. The Board of Trustees and the Executive Director approve the hospital's request. 3. The approval is sent to the requesting department. 4. The requesting department provides the Foundation a copy of the invoice substantiating the cost incurred. 5. The Foundation forwards the request from the hospital, the Board of Trustee minutes approving the funding, and the copy of the invoice to the accountants for the release of funds. false true false false false false false true false JOHN LODER TRUSTEE / PRESIDENT MPHF 256803 29925 6843 15357 19334 328262 0 JANET WAGNER CEO MPHS 425597 374580 69687 148603 17719 1036186 222740 IRIS WOHN CFO MPHS/MPSH/SMSC 132053 30000 1786 18308 7843 189990 0 MARA HOOK VP Philanthropy SH Bay Area 397248 303575 34866 99986 12473 848148 146703 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: EXECUTIVE DIRECTOR POSITION EVALUATION AND RESULTING COMPENSATION RANGE IS DETERMINED AS FOLLOWS: A.KNOW HOW B.PROBLEM SOLVING C.ACCOUNTABILITY CHECK RESULTING EVALUATION AGAINST: A.SALARY SURVEY DATA FOR BENCHMARK JOBS B.RELATIONSHIP TO LIKE POSITIONS IN OTHER LOCAL SUTTER COMPANIES C.ANECDOTAL INFO FROM MANAGER (CANDIDATE REQUIREMENTS,ETC) D.EXISTING EVALUATIONS OF SUBORDINATES, SUPERVISOR AND PEERS E.OTHER RELEVANT INFORMATION. SEE SCHEDULE O NARRATIVE PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH. SCHEDULE J, PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: INDIVIDUALS PAID BY SUTTER HEALTH PARTICIPATE IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTH'S OVERALL COMPENSATION PHILOSOPHY FOR ALL EMPLOYEES. CONTRIBUTIONS ARE DESIGNED TAKING INTO CONSIDERATION LOST RETIREMENT BENEFITS THAT WOULD OTHERWISE BE OBTAINED THROUGH THE QUALIFIED PENSION PLAN. SUTTER'S PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF SOCIAL SECURITY, 403(B) EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PENSION PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT AND TO ADDRESS THE SHORTFALLS DESCRIBED ABOVE, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA HAS TWO PARTS: (1) 4% TO 7% OF BASE SALARY (COMMENSURATE WITH MANAGEMENT LEVEL), PLUS (2) A CONTRIBUTION STARTING AT 5% (BASED UPON TENURE) FOR ELIGIBLE EARNINGS BEYOND THE IRS DEFINITION OF INCLUDIBLE COMPENSATION ("PENSION PAY CAP"). THE LATTER OF WHICH IS DESIGNED TO HELP RESTORE LOST PENSION BENEFITS FORFEITED UNDER THE QUALIFIED PENSION PLAN FOR EARNINGS OVER THE PENSION PAY CAP LIMIT. CONTRIBUTIONS ARE ALSO MADE FOR A SMALL GROUP OF SENIOR LEVEL EXECUTIVES WHOSE ESTIMATED RETIREMENT BENEFIT (SOCIAL SECURITY PLUS QUALIFIED PLAN BENEFITS PLUS 457(F)) FALLS BELOW 50% - 65% OF FINAL 4-YEAR AVERAGE BASE SALARY WHEN RETIRING AT AGE 65 WITH 22.5 YEARS OF SERVICE. TARGET BENEFIT LEVELS ARE DISCOUNTED FOR YEARS OF SERVICE LESS THAN 22.5 AT AGE 65. UNLIKE SUTTER HEALTH'S QUALIFIED PENSION PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTER'S NON-QUALIFIED PLAN BENEFITS ARE NOT GUARANTEED BY SUTTER HEALTH. INVESTMENT RISK IS BORNE BY PARTICIPANTS AND BENEFITS ARE NOT PROTECTED SHOULD SUTTER HEALTH BECOME INSOLVENT. SCHEDULE J, PART I, LINE 7 NON-FIXED PAYMENTS: SPOT AWARDS ARE INFREQUENTLY USED TO REWARD EMPLOYEES. THERE ARE NO SPECIFIC GUIDELINES FOR THE AMOUNT OF THE SPOT AWARD BUT THE AMOUNT TENDS TO NOT EXCEED 5% TO 10% OF GROSS ANNUAL SALARY. ANNUAL INCENTIVE PLAN (AIP) THE PURPOSE OF THE PLAN IS TO FOCUS EXECUTIVES ON SPECIFIC, SHORTER-TERM GOALS THAT ARE CRITICAL TO THE ACHIEVEMENT OF AFFILIATE, REGION, OPERATING UNIT AND SYSTEM-WIDE OBJECTIVES THAT DRIVE OVERALL ORGANIZATION PERFORMANCE. A PORTION OF THE PLAN AWARD IS DISCRETIONARY IN THAT THE SUPERVISOR MAY ADD UP TO 5% TO THE AWARD, PROVIDED THE TOTAL AWARD (FORMULA PORTION PLUS DISCRETIONARY) DOES NOT EXCEED THE MAXIMUM ESTABLISHED FOR ANY GIVEN EXECUTIVE. LONG TERM PERFORMANCE PLANS SUTTER HEALTH ALSO EMPLOYS LONG TERM PERFORMANCE PLANS WHICH ARE DESIGNED TO FOCUS ON LONGER TERM STRATEGIC OBJECTIVES OF THE ORGANIZATION. SUTTER'S LONG TERM PERFORMANCE PLAN APPROACH IS A COMBINATION OF BOTH LONGER TERM MEASURES OF ORGANIZATION SUCCESS AND KEY ORGANIZATION STRATEGIES WHICH REQUIRE THE COMBINED EFFORT OF ALL LEADERSHIP TO ACHIEVE SUCCESS. SUTTER USES A COMMON FATE APPROACH IN THAT ALL LONG TERM PERFORMANCE PLAN PARTICIPANTS ARE MEASURED AGAINST THE SAME, ORGANIZATION-WIDE CRITERIA VS. INDIVIDUAL EFFORTS. THIS FOSTERS A COMMON PURPOSE ACROSS LEADERSHIP AND A SHARED SENSE OF ACCOUNTABILITY FOR THE OVERALL SUCCESS OF SUTTER HEALTH. TO ENSURE THAT EXTRAORDINARY EFFORTS BY INDIVIDUALS CAN BE RECOGNIZED AND THAT ACTIONS OF LEADERSHIP ARE CONSISTENT WITH SUPPORTING SUTTER HEALTH'S OVERALL MISSION, VISION, AND VALUES, SUTTER'S LONG TERM INCENTIVE PLAN APPROACH ALSO INCORPORATES A COMBINATION OF CEO AND SUTTER HEALTH COMPENSATION COMMITTEE DISCRETION. IN SOME CASES, THE SUTTER HEALTH COMPENSATION COMMITTEE HAS DELEGATED AUTHORITY TO THE PRESIDENT & CEO TO MODIFY INDIVIDUAL AWARDS WITHIN LIMITS THAT HAVE BEEN PRE-APPROVED BY THE SUTTER HEALTH COMPENSATION COMMITTEE. THIS INCLUDES BOTH THE REDUCTION AND INCREASE OF AWARD AMOUNTS. SUCH MODIFICATIONS GENERALLY DO NOT EXCEED +/- 20% AND ARE EMPLOYED JUDICIOUSLY. IN ALL CASES, THE COMPENSATION COMMITTEE OF THE BOARD DETERMINES ACHIEVEMENT OF ORGANIZATION GOALS AND MAKES FINAL AWARD DETERMINATION WHICH MAY RESULT IN A REDUCTION OF AWARD IF APPROPRIATE. ALL SENIOR EXECUTIVE AWARDS ARE REVIEWED FOR COMPENSATION REASONABLENESS AND APPROVED PRIOR TO PAYMENT BY THE COMPENSATION COMMITTEE. X 21 393596 FMV X TINY PRINTS FOR EVENT 2 55285 FMV false true false SCHEDULE M, Column b THE NUMBER ENTERED IN COLUMN B REPRESENTS THE NUMBER OF CONTRIBUTIONS RECEIVED. FORM 990, PART I & PART III, LINE 1 MISSION STATEMENT: MILLS-PENINSULA HOSPITAL FOUNDATION SERVES THE COMMUNITY BY ENCOURAGING FINANCIAL SUPPORT FROM INDIVIDUALS, FOUNDATIONS, AND CORPORATIONS WHO BELIEVE IN QUALITY HEALTH CARE. THE FOUNDATION BOARD OF TRUSTEES AND THE MILLS-PENINSULA BOARD OF DIRECTORS ARE MADE UP OF COMMUNITY LEADERS WHO SERVE WITHOUT COMPENSATION. OUR FIRST AND FOREMOST CONCERN IS TO PROVIDE THE BEST POSSIBLE CARE FOR THE PEOPLE OF THE COMMUNITY WHO SUPPORT US. FORM 990, PART III, LINE 4 Program Service Accomplishments: Mills-Peninsula Hospital Foundation serves the community by encouraging financial support from the community and corporations to enhance the quality of healthcare in the region. The Foundation's primary method to do this is to raise funds in support of Mills-Peninsula Health Services, a related 501(C)(3) hospital. In 2017, community support made it possible for the Foundation to purchase numerous pieces of capital equipment to better serve our patients. Some of the equipment purchased includes a Tissue Ablation System for the Surgery Department which is a specialized Ultrasound system used for Neuro Craniotomy procedures. This system offers increased patient safety during these types of procedures. An Electronic Fetal Monitor Upgrade for the Family Birth Center which allows laboring mothers to be mobile and not bedridden or restricted to sitting in a chair. Being ambulant can potentially reduce the cesarean section rate. Our philanthropic community also helped fund Cataract Microscopes for Surgery which are used for advanced eye procedures such as corneal transplants, cataract removal and retinal procedures. Other notable equipment includes two new, state-of-the-art GE Logic E9 ultrasound units for the Women's Center which deliver high resolution images for enhanced identification of suspicious tissue and which provides fewer false positives; an AIM Video Imaging System for Surgery which reduces surgical errors by visualizing vessels, blood flow and tissue perfusion, and major extra-hepatic bile ducts; and an ENT Microscope which is designed for intuitive control and offers significantly improved visualization of the cranial sinuses during surgery. With philanthropic funds we were also able to provide a Jackson Spine Table which provides advanced technology for optimal spinal surgery positioning. The table helps reduce vena caval compre, minimizes epidural venus bleeding and dramatically improves surgeon visualization. Additionally, we purchased an Ultrasound Breast Unit which provides enhanced images allowing for early detection and diagnosis of breast cancer. Funding was also provided to support screenings for the underserved in our community as well as help our Senior Focus medical day program. Mills Peninsula Hospital Foundation continues to support Mills Peninsula Medical Center with other new equipment in its new hospital which opened its doors in May 2011. FORM 990, PART V, LINE 2A EMPLOYEE SUPPLEMENTAL INFORMATION: MILLS-PENINSULA HOSPITAL FOUNDATION DOES NOT HAVE EMPLOYEES BUT SHARES THE COSTS OF PERSONNEL, SERVICES, FACILITIES AND EXPENSES WITH ITS PARENTS: SUTTER HEALTH AND SUTTER BAY HOSPITALS. FORM 990, PART VI, LINE 2 FAMILY RELATIONSHIP: TRUSTEES ELIZABETH R. CODY AND JAMES CODY HAVE A FAMILY RELATIONSHIP. FORM 990, PART VI, LINE 6, 7A Classes of Persons and the Nature of Their Rights: SUTTER BAY HOSPITALS IS THE SOLE MEMBER OF THIS CORPORATION WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 7B Classes of Persons, Decisions Requiring Approval & Type of Voting Rights: SUTTER BAY HOSPTIALS, AS THE SOLE MEMBER OF THE ORGANIZATION, IS ENTITLED TO EXERCISE FULLY ALL RIGHTS AND PRIVILEGES OF MEMBERS OF NONPROFIT CORPORATIONS UNDER THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, AND ALL OTHER APPLICABLE LAWS. THE MEMBER HAS THE RIGHTS AND POWERS TO APPOINT (AND REMOVE) MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, SUBJECT TO THE PROVISIONS OF THE BYLAWS. IN ADDITION, THE MEMBER HAS THE RIGHT TO APPROVE THE FOLLOWING ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS: A. MERGER, CONSOLIDATION OR DISSOLUTION OF THIS CORPORATION; B. CONTRACTING WITH ANY UNRELATED THIRD PARTY FOR ALL OR SUBSTANTIALLY ALL OF THE MANAGEMENT OF THIS CORPORATION'S ASSETS OR OPERATIONS. C. CREATION OF A CORPORATION OR AFFILIATE ENTITY WHICH HAS, OR IS PROJECTED TO HAVE DURING THE FIRST YEAR OF ITS CREATION, TOTAL ASSETS OR NET OPERATING REVENUES IN EXCESS OF A DOLLAR AMOUNT TO BE SET BY THE MEMBER FROM TIME TO TIME; OR ACQUISITION OF A CORPORATION OR AFFILIATE ENTITY WHICH HAS TOTAL ASSETS OR NET OPERATING REVENUES IN EXCESS OF A DOLLAR AMOUNT TO BE SET BY THE MEMBER FROM TIME TO TIME. D. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THIS CORPORATION. E. APPROVAL OF OPERATING AND CAPITAL BUDGETS OF THIS CORPORATION, ALTHOUGH THE BOARD IS EMPOWERED TO DEVELOP ITS OWN BUDGET WITHIN THE CORPORATE GUIDELINES AND OBJECTIVES SET BY THE MEMBER FROM TIME TO TIME; THE MEMBER MAY DELEGATE APPROVAL AND/OR GUIDELINE SETTING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OF THE MEMBER. F. AGGREGATE EXPENDITURES BY THIS CORPORATION EXCEEDING APPROVED OPERATING OR CAPITAL BUDGETS OF THIS CORPORATION BY MORE THAN A DOLLAR AMOUNT TO BE SET BY THE MEMBER FROM TIME TO TIME; THE MEMBER MAY DELEGATE APPROVAL AND/OR GUIDELINE SETTING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OF THE MEMBER. G. PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE AND ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, WITH A VALUE IN EXCESS OF A DOLLAR AMOUNT TO BE ESTABLISHED BY THE MEMBER FROM TIME TO TIME, NOT PREVIOUSLY INCLUDED IN THE CAPITAL BUDGET; THE MEMBER MAY DELEGATE APPROVAL AND/OR GUIDELINE SETTING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OF THE MEMBER. H. AGGREGATE UNSECURED BORROWING BY THIS CORPORATION IN EXCESS OF A DOLLAR AMOUNT TO BE SET BY THE MEMBER FROM TIME TO TIME. FOR THE PURPOSE OF THIS SUBPARAGRAPH, THE TERM AGGREGATE BORROWING INCLUDES BUT IS NOT LIMITED TO LEASE AGREEMENTS AND CONTRACTS OF PURCHASE; THE MEMBER MAY DELEGATE APPROVAL AND/OR GUIDELINE SETTING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OF THE MEMBER. I. APPOINTMENT OF THE INDEPENDENT AUDITOR AND CORPORATE COUNSEL; OR J. APPROVAL OF TRANSACTIONS OF THIS CORPORATION IN WHICH A TRUSTEE OR OFFICER OF THIS CORPORATION HAS A MATERIAL FINANCIAL INTEREST. FORM 990, PART VI, LINE 11B Process Used by Management &/or Governing Body to Review Form 990: SUTTER HEALTH HAS A CENTRALIZED TAX DEPARTMENT RESPONSIBLE FOR THE PREPARATION OF THE FORM 990. ANNUALLY THE TAX DEPARTMENT PROVIDES TRAINING AND EDUCATION TO AFFILIATE PERSONNEL WHO ASSIST THE TAX DEPARTMENT IN COLLECTING AND REVIEWING DATA TO BE REPORTED ON THE FORM 990. THE PREPARATION MATERIAL IS REVIEWED BY VARIOUS DEPARTMENTS INCLUDING TAX, FINANCE, LEGAL, AND HUMAN RESOURCES. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT, THE AFFILIATE, AND THE CFO BEFORE THE RETURN IS FILED. FORM 990, PART VI, LINE 12 PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST: EMPLOYEES ARE EDUCATED ON THE CONFLICT OF INTEREST POLICY AND THE NEED TO MAKE DISCLOSURE AS PART OF ANNUAL COMPLIANCE EDUCATION. IN ADDITION, ANNUALLY A DISCLOSURE STATEMENT IS COMPLETED BY ALL DIRECTORS, OFFICERS AND KEY EMPLOYEES THAT INCLUDES AN ACKNOWLEDGEMENT THAT THEY HAVE READ THE CONFLICT OF INTEREST POLICY. ON THIS STATEMENT THE INDIVIDUAL WILL LIST A WIDE RANGE OF INFORMATION WHICH INCLUDES BUSINESS RELATIONSHIPS, EMPLOYMENT RELATIONSHIPS, PROPERTY INTERESTS, AND THOSE OF RELATED PARTIES. THE BOARD MAY CONSULT WITH THE OFFICE OF THE GENERAL COUNSEL AS NECESSARY. IF THERE IS A POTENTIAL CONFLICT OF INTEREST RELATED TO A PARTICULAR TRANSACTION, THE INTERESTED INDIVIDUAL MUST DISCLOSE THE EXISTENCE AND NATURE OF THE RELATIONSHIP. THE BOARD CHAIR MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE THE CONFLICT. UNTIL THE POTENTIAL CONFLICT IS RESOLVED, THE BOARD CHAIR (OR COMMITTEE CHAIR AS APPLICABLE) MAY REQUEST THE INDIVIDUAL TO NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED INDIVIDUAL SHALL LEAVE THE ROOM PRIOR TO THE BOARD'S FINAL DISCUSSION AND VOTE. FORM 990, PART VI, LINE 15A PROCESS FOR DETERMINING TOP MANAGEMENT COMPENSATION: THE COMPENSATION FOR THE POSITION OF THE TOP MANAGEMENT OFFICIAL IS DETERMINED THROUGH A QUANTITATIVE POINT FACTOR REVIEW OF THE KNOW-HOW, PROBLEM SOLVING, AND ACCOUNTABILITY ASSOCIATED WITH A GIVEN POSITION AS IDENTIFIED IN THE DETAILED POSITION DESCRIPTION. ADDITIONALLY, ALL APPLICABLE MARKET SALARY SURVEY DATA IS REVIEWED TO ENSURE THE POSITION IS BOTH INTERNALLY EQUITABLE AND EXTERNALLY COMPETITIVE/MARKET APPROPRIATE. THE COMPENSATION COMMITTEE OF SUTTER HEALTH ANNUALLY APPROVES COMPENSATION, AND SUCH APPROVAL IS RECORDED IN THE MINUTES OF SUTTER HEALTH. THE MOST RECENT APPROVAL WAS DECEMBER 2017. FORM 990, PART VI, LINE 15B PROCESS FOR DETERMINING OTHER OFFICERS OR KEY EMPLOYEE COMPENSATION: FOR SUTTER HEALTH EMPLOYEES THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTER'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. IN ORDER TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL, CALIFORNIA AND LOCAL MARKET AREA COMPENSATION DATA COMPARISONS ARE REVIEWED. COMPETITIVE ANALYSIS INCLUDES: (A) BASE SALARY, (B) TOTAL CASH (BASE SALARY + ANNUAL INCENTIVE), (C) TOTAL DIRECT CASH (BASE SALARY + ANNUAL INCENTIVE + LONG TERM INCENTIVE) AND (D) TOTAL REMUNERATION (BASE SALARY + ANNUAL INCENTIVE + BENEFITS AND LONG TERM INCENTIVE). THIS ANALYSIS INCLUDES COMPARABLE ORGANIZATIONS AND GEOGRAPHIC CONSIDERATIONS. FOR THE MOST SENIOR EXECUTIVE POSITIONS, NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH ARE MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. ON THE OTHER HAND, BECAUSE CALIFORNIA'S UNDERLYING COMPENSATION STRUCTURE IS HIGHER THAN NATIONAL DATA (ESPECIALLY IN THE BAY AREA), REGIONAL PAY ADJUSTMENTS MAY BE MADE. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO A REVIEW AND COMPENSATION COMMITTEE APPROVAL ANNUALLY, AND SUCH APPROVAL IS RECORDED IN THE MINUTES. THE MOST RECENT APPROVAL WAS DECEMBER 2017. FORM 990, PART VI, LINE 19 Availability of Governing Documents, COI Policy, & Financial Statements: THE SUTTER HEALTH SYSTEM POSTS ITS CURRENT AND PAST AUDITED FINANCIAL STATEMENTS AT SUTTERHEALTH.ORG. OTHER DOCUMENTS ARE ALSO LOCATED AT THIS WEBSITE INCLUDING THE ANNUAL REPORT, MISSION STATEMENT, HISTORY, AND LINKS TO AFFILIATE WEBSITES. THE GOVERNING DOCUMENTS ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME. FORM 990 PART VII, LINE 1A & PART IX, LINE 7 EMPLOYEE COMPENSATION: MILLS-PENINSULA HOSPITAL FOUNDATION DOES NOT HAVE EMPLOYEES BUT SHARES THE COSTS OF PERSONNEL, SERVICES, FACILITIES AND EXPENSES WITH ITS PARENTS: SUTTER HEALTH AND SUTTER BAY HOSPITALS. FORM 990, PART VII, SECTION A COMPENSATION OF BOARD MEMBERS: THE FOLLOWING BOARD MEMBERS OF MILLS PENINSULA HOSPITAL FOUNDATION ARE FULL-TIME EMPLOYEES (40 HOURS PER WEEK) OF RELATED ORGANIZATIONS, SUTTER BAY HOSPITALS AND SUTTER HEALTH, AND THEIR SUTTER SALARIES ARE REPORTED HEREIN. THE FOLLOWING INDIVIDUALS RECEIVED NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION. - JOHN LODER - JANET WAGNER FORM 990, PART XI, LINE 9 Other Changes in Fund Balance: ANNUITY TRUE-UP TEMP $(286,822) CHANGE IN SPLIT INTEREST $80,229 UNCOLLECTIBLE PLEDGE $(1,400,193) ---------- TOTAL $(1,606,786) ADOLESCENT TREATMENT CENTERS INC C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680088443 HEALTHCARE CA 501(C)(3) 3 SUTTER EBH true BETTER HEALTH EAST BAY FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 510160184 FUNDRAISING CA 501(C)(3) 7 SUTTER EBH true CALIFORNIA PACIFIC MEDICAL CTR FOUND C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942728423 FUNDRAISING CA 501(C)(3) 7 SUTTER BH true EAST BAY PERINATAL CENTER 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 510172285 HEALTHCARE CA 501(C)(3) 3 SUTTER EBH true EDEN MEDICAL CENTER C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942948100 HEALTHCARE CA 501(C)(3) 10 SUTTER HLTH true SUTTER BAY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156581 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SAMUEL MERRITT UNIVERSITY 450 30TH STREET SUITE 2840 OAKLAND CA 94609 942992642 UNIVERSITY CA 501(C)(3) 2 SUTTER EBH true SUTTER AUBURN FAITH HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942594966 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER CENTRAL VALLEY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941080917 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER COAST HOSPITAL C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942988520 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER DAVIS HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680217870 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER EAST BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941196176 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER EAST BAY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942690415 HEALTHCARE CA 501(C)(3) 12B-II SUTTER HLTH true SUTTER HEALTH C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942788907 SUPPORTING OR CA 501(C)(3) 12c-III-FI NA false SUTTER HEALTH PACIFIC 91-2301 FT WEAVER RD EWA BEACH HI 96706 990298651 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER VALLEY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 800 HONOLULU HI 96813 990289310 INSURANCE SER HI 501(C)(3) 12C-III-FI SUTTER HLTH true SUTTER MEDICAL CENTER FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942788906 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER VALLEY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680273974 HEALTH CARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER ROSEVILLE MEDICAL CTR FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680040113 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER SOLANO CHARITABLE FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942668262 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER VISITING NURSE ASSOC AND HOSPICE C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 946068843 HEALTH CARE CA 501(C)(3) 10 SUTTER HLTH true SUTTER BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER WEST BAY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942948131 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true TRACY HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680318845 FUNDRAISING CA 501(C)(3) 12a-I SUTTER VH true MEMORIAL HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942290244 FUNDRAISING CA 501(C)(3) 12a-I Sutter VH true SUTTER HEALTH PLAN C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 461183948 HEALTH PLAN CA 501(c)(4) N/A SUTTER HLTH true MAGNETIC IMAGING AFFILIATES 2125 OAK GROVE RD WALNUT CREEK CA 94598 942953833 PATIENT CARE CA N/A SURGERY CENTER OF ABSMC 3875 TELEGRAPH OAKLAND CA 94609 470946086 PATIENT CARE CA N/A ALTA CT SERVICES LP 2125 OAK GROVE RD WALNUT CREEK CA 94598 943083464 PATIENT CARE CA N/A CALIFORNIA PACIFIC ADVIMAGING PO BOX 6102 NOVATO CA 94948 562311840 PATIENT CARE CA N/A SAN FRANCISCO ENDOSCOPY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 912160588 PATIENT CARE CA N/A PRESIDIO SURGERY CTR 1635 DIVISADERO SAN FRANCISCO CA 94115 320144060 PATIENT CARE CA N/A SUTTER FAIRFIELD SURGERY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 300233892 PATIENT CARE CA N/A SUTTER AMADOR SURGERY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 461398093 PATIENT CARE CA N/A ROSEVILLE ENDOSCOPY CTR C/O SH TAX 2200 RIBER PLAZA DRIVE SACRAMENTO CA 95833 870710513 PATIENT CARE CA N/A MEMORIAL MEDICAL OFFICE BLDG PHASE I 1800 COFFEE MODESTO CA 95355 770234236 OFFICE RENTAL CA N/A MEMORIAL MEDICAL OFFICE BLDG PHASE II 1800 COFFEE MODESTO CA 95355 770287288 OFFICE RENTAL CA N/A MAGNETIC IMAGING AFFILIATES LLC 2125 OAK GROVE RD WALNUT CREEK CA 94598 473696091 PATIENT CARE CA NA STANISLAUS SURGICAL HOSPITAL 1421 OAKDALE RD MODESTO CA 95355 911754157 PATIENT CARE CA N/A ASC OPERATORS SANTA ROSA C/O SH TX 2200 RIVER PLAZA SACRAMENTO CA 95833 263386169 CARE MANAGEMENT CA N/A CHARITABLE REMAINDER TRUSTS-19 C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 CRT CA MPHF NORTHWOOD EUROPE TE FEEDER LP 1819 WAZEE STREET 2ND FLOOR DENVER CO 80202 981272216 HOLDING COMPANY CJ NA C CORP true SUTTER HEALTH DEFERRED COMP PLANs' trust 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 276851989 RABBI TRUST CA NA TRUST true false true false false false false false false false false false true false false false true false false false Sutter Bay Hospitals P 2047649 FMV Sutter Bay Hospitals B 2910202 FMV Sutter Bay Hospitals L 2991891 FMV