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SCHEDULE D, PART X, LINE 2 ASC 740 (FIN 48) 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 2013 THROUGH 2015 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, 2016 AND 2015, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS. GOLF EVENT 72770 41670 31100 10473 2500 20785 GATSBY GALA 58753 40281 18472 115 2000 19002 6310 17345 2 19359 6839 12520 12519 1076 150882 88790 62092 115 2000 41994 8810 39206 92125 -30033 true PATIENT ASSISTANCE 499 262511 FMV SEE PART IV SCHEDULE I, PART I, LINE 2 IN ORDER TO CLOSELY MONITOR EFFICIENCY AND EFFECTIVENESS, THE COMMUNITY BENEFIT FUNCTION OUTLINES MEASURABLE REPORTING (QUARTERLY, SIX-MONTH AND/OR YEAR-END), PROGRAM AND FUNDING REQUIREMENTS IN A MEMORANDUM OF UNDERSTANDING (MOU), BUSINESS SERVICES AGREEMENT (BSA), OR JOINT VENTURE AGREEMENT FOR EACH INVESTMENT MADE WITH A COMMUNITY PARTNER. WHERE IT IS DETERMINED NECESSARY, ADDITIONAL EFFORTS ARE MADE TO MONITOR EFFECTIVENESS AND EFFICIENCY OF INVESTMENTS, WHICH COULD INCLUDE: - QUARTERLY MEETINGS WITH COMMUNITY PARTNERS - E-MAIL AND TELEPHONIC COMMUNICATIONS WITH COMMUNITY PARTNERS - CONTINUED DIALOGUE WITH INVOLVED HOSPITAL STAFF AND COMMUNITY PARTNERS THROUGHOUT DURATION OF PROGRAM - SITE VISITS WITH COMMUNITY PARTNERS - BI-ANNUAL "OUTCOMES" SURVEY (6-MONTH AND YEAR-END OUTCOMES) - REVIEW OF HOSPITAL USAGE AND PATIENT LEVEL DATA - COLLECTION OF PATIENT STORIES AND NARRATIVES - COLLABORATIVE DISCUSSIONS AROUND AD-HOC SUCCESSES AND CHALLENGES THAT ARISE - REPORTING TO INCLUDE YEAR-END FINANCIAL SUMMARY THAT COMPARES ACTUAL EXPENDITURES TO THE FUNDED PROJECTS BUDGET, INDICATING ANY UNUSED AMOUNT OF GRANT FUNDS. AT THE END OF EACH YEAR/REPORTING PERIOD, COMMUNITY BENEFIT ANALYZES FULL-YEAR DATA TO ENSURE COMMUNITY PARTNERS MET THE OBJECTIVES OUTLINED IN THE MOU OR BAA. IF THE COMMUNITY PARTNERS DID NOT REACH THE ANTICIPATED OUTCOMES, COMMUNITY BENEFIT WORKS TO UNDERSTAND WHAT CIRCUMSTANCES PREVENTED THE ORGANIZATION FROM NOT MEETING THE GOALS TO HELP IDENTIFY WAYS TO IMPROVE OR PERHAPS RE-EVALUATE WHAT SUCCESS OF THIS PROGRAM LOOKS LIKE, AND MAKES THE DETERMINATION TO CONTINUE OR TERMINATE FUNDING. SCHEDULE I, PART III, LINE 1 DESCRIPTION OF NON-CASH ASSISTANCE PAYMENTS TO FUNERAL HOMES, UTILITY COMPANIES, EQUIPMENT PURCHASES, ATTENDANT CARE, LIFELINE AND TRANSPORTATION. X true true X X X X true true false false false false false true false JOHN MESIC MD Phys Exec, SH Valley Area 0 555497 0 199555 0 68197 0 174176 0 16660 0 1014085 0 111947 SARAH KREVANS PRESIDENT & CEO, SUTTER HEALTH 0 1528303 0 647289 0 190356 0 1484076 0 27074 0 3877098 0 345896 MARCIA REISSIG RN MS CEO & President, Sutter VNA 0 497057 0 145759 0 55896 0 142126 0 20141 0 860979 0 107126 GREG BROWN Secretary 0 334451 0 114660 0 6339 0 83926 0 16733 0 556109 0 0 GREGG DAVIS CFO, SUTTER VNA 0 304445 0 78157 0 56671 0 57676 0 8176 0 505125 0 74517 ELISE BECKERMAN HR DIRECTOR SUTTER VNA 0 209270 0 43998 0 21556 0 32739 0 12486 0 320049 0 15000 PHILIP CHUANG VP STRATEGY & BUS DEVELOPMENT 0 233121 0 57412 0 3794 0 62591 0 21772 0 378690 0 0 JANICE POTTS COO 0 253542 0 56164 0 42566 0 43420 0 8598 0 404290 0 74685 Monique Reese Chief Clinical Executive 0 285423 0 37870 0 342 0 51276 0 1404 0 376315 0 0 Karen Stander Chief Home Health Executive 192490 0 13711 0 292 0 11318 0 13100 0 230911 0 0 0 MARGARET VAN OOSTEN CHIEF HOSPICE EXECUTIVE 126052 0 23531 0 594 0 7412 0 5221 0 162810 0 0 0 Paula Alderson ADMIN. Reg. AIM & Hospice 29897 0 0 0 181002 0 1758 0 171 0 212828 0 0 0 Julie Eckardt Director of Philanthropy 177034 0 51832 0 428 0 10410 0 1695 0 241399 0 0 0 Neal Slatkin Medical Director 0 0 0 0 394679 0 0 0 0 0 394679 0 0 0 Russell Williamson Reg Dir, Hospice Operations 211072 0 13630 0 462 0 12411 0 9009 0 246584 0 0 0 FRANK WONG SIPS DIRECTOR 227316 0 28008 0 671 0 13366 0 18343 0 287704 0 0 0 JENNIFER DAVIS LEGAL COUNSEL 0 217394 0 30638 0 1049 0 12783 0 12111 0 273975 0 0 BETSY GORNET CHIEF HOSPICE EXECUTIVE 21413 118906 0 56154 0 33903 0 16955 9 6747 21422 232665 0 0 ANDREANNA KSIDAKIS VP Asst Gen Counsel/CORP SUPRT 0 366606 0 145170 0 34044 0 95326 0 2635 0 643781 0 0 MARYELLEN ROTA HME & PRIVATE DUTY EXECUTIVE 0 136303 0 60693 0 19533 0 22099 0 9718 0 248346 0 29000 SCHEDULE J, PART I, LINE 1A TAX INDEMNIFICATION: STANDARD POLICY FOR ALL SUTTER HEALTH EMPLOYEES IS THAT NON-CASH GIFTS AND AWARDS ARE GROSSED-UP FOR TAX PURPOSES. THE AMOUNT OF THE GROSS-UP IS ADDED TO THE EMPLOYEES WAGES AND TAXED ACCORDINGLY. SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: THE CEO OF THIS ORGANIZATION IS AN EMPLOYEE OF SUTTER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION. 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 SUTTERS EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATIONS OVERALL MISSION. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH. SCHEDULE J, PART I, LINE 4A SEVERANCE PAYMENTS: PAULA ANDERSON RECEIVED SEVERANCE PAYMENTS OF $170,870 NEAL SLATKIN RECEIVED SEVERANCE PAYMENTS OF $154,526 SCHEDULE J, PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTHS 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 AND SOCIAL SECURITY BENEFITS. SUTTERS 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. ADDITIONALLY, QUALIFIED PENSION PLAN AND SOCIAL SECURITY BENEFIT CAPS HAVE THE EFFECT OF SUBSTANTIALLY REDUCING RETIREMENT BENEFITS THAT ARE OTHERWISE PROVIDED TO ALL EMPLOYEES. THE EFFECT IS THAT EXECUTIVES OFTEN DO NOT RECEIVE THE SAME LEVEL OF RETIREMENT BENEFIT ON AN INCOME REPLACEMENT BASIS AS OTHER EMPLOYEES. 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 HEALTHS QUALIFIED PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTERS 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. THE FOLLOWING INDIVIDUAL RECEIVED 457(F) NON-QUALIFIED PAYMENTS DURING THE YEAR: BETSY GORNET - $10,397 ANDREANNA KSIDAKIS - $32,995 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, 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 A LONG TERM PERFORMANCE PLAN WHICH IS DESIGNED TO FOCUS ON LONGER TERM STRATEGIC OBJECTIVES OF THE ORGANIZATION. SUTTERS 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 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 HEALTHS OVERALL MISSION, VISION, AND VALUES, SUTTERS LONG TERM PERFORMANCE 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 BY THE COMPENSATION COMMITTEE PRIOR TO PAYMENT. FORM 990, PART I, LINE 1 AND PART III, LINE 1 MISSION STATEMENT: Sutter Visiting Nurse Association and Hospice, dba Sutter Care At Home (SCAH) enhances the health and well-being of the people in the communities we serve through a not-for-profit commitment to compassion and excellence in home-based services and products. The Sutter Care at Home Foundation supports local home health and end-of-life care, bereavement support services, and community wellness programs provided by Sutter Care at Home. FORM 990, PART III, LINE 4A PRIMARY EXEMPT PURPOSE: Provide health care to patients in their homes. SERVICE ACCOMPLISHMENTS: Sutter VNA & Hospice is a state licensed, Medicare-certified home care agency that provides a broad spectrum of multi-disciplinary services and offers a range of specialty programs to residents of Northern California. Sutter VNA & Hospice provides health care services to patients who require these services outside of a hospital setting (primarily in the home), for which a fee is charged to cover the cost of providing these services. These services are provided to Medicare, Medi-Cal, and private insurance patients. Charitable care is provided when deemed appropriate. There were a total of 38,369 patients served in 2016. The health care services provided by Sutter VNA & Hospice include the following: - Skilled Nursing; Nurses work with patients who have heart disease, cancer, diabetes, ostomies, AIDS, or other chronic diseases and illnesses, or who have recently had surgery or an acute care episode. - Rehabilitation services including physical, occupational, and speech therapy. Physical and occupational therapy is provided for patients with difficulties due to strokes, amputation or fractures, surgery, and for patients who are paraplegics or quadriplegics. Speech therapy is provided for patients with speech or swallowing problems. - Home infusion therapy services; provided for patients who need intravenous treatments. Services include hydration, chemotherapy, total parenteral nutrition, antibiotics, injectable medications, pain management, and enteral nutrition - Maternal/child care services; provided to women with difficult pregnancies and new mothers needing assistance. - Psychiatric Home Care: This program provides home health services with focus on psychiatric care (assessment, teaching, referrals and follow-up) by specialty trained clinicians. - Medical Social Work services; provides assistance to persons who need guidance in developing self-help and problem solving skills, and access to community resources - Hospice and Bereavement Services; helps terminally ill patients and their families who need support and care. Services include nursing care, pain management, symptom control, and bereavement counseling. - Home health aides and volunteer respite care; provides aid to patients who cannot care for themselves; includes bathing and personal care, companionship, and relief for caregivers - Respiratory Therapy and Durable Medical Equipment; provides patients with respiratory therapy services, equipment, and supplies, beds, wheelchairs, and other durable medical equipment. Specialty Programs: - Advanced Illness Management: provides care management for patients with high disease burden, whose health is declining and who are at risk for death in the next 12 months. Innovative program developed to provide home-based palliative care and transition management for patients with advanced chronic illness. This team based disease management program is geared toward reducing health care utilization, lowering costs and better managing 30-day readmissions. - Telemonitoring Program: Piloted for home health high risk heart failure patients in the SF location, patients are monitored for key physiologic changes as well as questionnaire-driven subjective findings. Data and clinical decisions are managed by a centralized Telemonitoring nurse who is an adjunct to the care team. The goal of the pilot is to improve quality and efficiency of care. - Flu and Wellness Program: The Flu and Wellness program provides flu prevention and health screening services. Other vaccinations offered include pneumonia and Tdap. Wellness services, which are offered year-round, include TB testing, cholesterol screenings, blood pressure and body composition clinics and biometric screenings. All services are delivered by licensed and professional nurses. - Lifeline: Lifeline is a personal emergency medical response system that enables individuals to maintain their independence by living in their own homes, while giving family members peace of mind that help is available for their loved ones at the push of a button. - Integrated Chronic Care Model: A core care model and set of competencies for all clinicians at SCAH, with focus on effective and meaningful engagement between patients and clinicians to drive patient-centered, coordinated, evidence-based care. The model is structured with 4 pillars: high touch delivery system, theory-based self management support, specialist oversight and use of technology. Community Benefit Services In 2016, Sutter VNA & Hospice provided $382,419 worth of Community Benefit. The Community Benefit programs and services provided include the following: - Hospice bereavement groups (ex. Adult Grief Support Groups, Childrens Workshops, Daughter/Mom Loss Support Group, Adult Traumatic Loss) - Blood Pressure clinics, flu shots, health fairs, etc. - Preceptorships and internships provided for students Charitable Activity In 2016 Sutter VNA & Hospice provided $1,324,378 worth of Charity Care. Charity Care was provided in the form of home health services, hospice services, respiratory therapy and durable medical equipment service and products, and home infusion therapy services. Unpaid Cost of Medicaid In 2016 Sutter VNA & Hospice provided $13,128,787 worth of unpaid services to Medicaid patients. FORM 990, PART VI, LINE 1A EXECUTIVE COMMITTEE: THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIR OF THE BOARD WHO SHALL SERVE AS CHAIR OF THE COMMITTEE, THE VICE CHAIR, THE CHAIR OF THE FINANCE AND PLANNING COMMITTEE, AND THE PRESIDENT. THE EXECUTIVE COMMITTEE SHALL CONSIST OF FOUR (4) MEMBERS, INCLUDING THE CORPORATION'S CHAIR WHO SHALL SERVE AS CHAIR OF THE COMMITTEE, THE VICE CHAIR, THE CHAIR OF THE FINANCE AND PLANNING COMMITTEE AND THE PRESIDENT OF THE CORPORATION. SHOULD ONE (1) OR MORE DIRECTORS HOLD MORE THAN ONE (1) OF THE POSITIONS LISTED ABOVE, THEN SUCH ADDITIONAL DIRECTORS SHALL BE APPOINTED BY THE BOARD TO SERVE ON THE COMMITTEE SUCH THAT THERE WILL BE FOUR (4) TOTAL MEMBERS. THE AFFAIRS AND MANAGEMENT OF THE CORPORATION SHALL BE SUPERVISED BY THE EXECUTIVE COMMITTEE WHICH SHALL HAVE POWER TO TRANSACT ALL REGULAR BUSINESS OF THE CORPORATION DURING THE PERIOD BETWEEN MEETINGS OF THE BOARD, SUBJECT TO ANY PRIOR LIMITATIONS IMPOSED BY THE BOARD. FORM 990, PART VI, LINE 4 BOARD COMPOSITION CHANGES FORMER: THE BOARD OF DIRECTORS SHALL CONSIST OF BETWEEN 7 AND 13 DIRECTORS. REVISED: THE BOARD OF DIRECTORS SHALL CONSIST OF BETWEEN 7 AND 17 DIRECTORS. FORMER: NO MORE THAN 49% OF BOARD DIRECTORS SHALL BE INTERESTED PERSONS. REVISED: BETWEEN 4 AND 14 INDIVIDUALS FROM THE COMMUNITY SHALL BE APPOINTED AS DIRECTORS. FORMER: NO APPOINTED DIRECTOR MAY SERVE FOR MORE THAN 9 CONSECUTIVE YEARS. REVISED: NO APPOINTED DIRECTOR MAY SERVE FOR MORE THAN 10 CONSECUTIVE YEARS. FORM 990, PART VI, LINES 6 & 7A DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS: THIS CORPORATION IS AN AFFILIATE OF SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. SUTTER HEALTH IS THE SOLE MEMBER WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 7B DESCRIBE CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS: SUTTER HEALTH 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, REORGANIZATION, OR DISSOLUTION OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; B. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; C. ADOPTION OF OPERATING BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY, INCLUDING CONSOLIDATED OR COMBINED BUDGETS OF THE CORPORATION AND ALL SUBSIDIARY ORGANIZATIONS OF THE CORPORATION; D. ADOPTION OF CAPITAL BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; E. AGGREGATE OPERATING OR CAPITAL EXPENDITURES ON AN ANNUAL BASIS THAT EXCEED APPROVED OPERATING OR CAPITAL BUDGETS BY A SPECIFIED DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE GENERAL MEMBER; F. LONG-TERM OR MATERIAL AGREEMENTS INCLUDING, BUT NOT LIMITED TO, BORROWINGS, EQUITY FINANCINGS, CAPITALIZED LEASES AND INSTALLMENT CONTRACTS; AND PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE, OR ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, WITH A FAIR MARKET VALUE IN EXCESS OF A DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE DIRECTORS OF THE GENERAL MEMBER, WHICH SHALL NOT BE LESS THAN 10% OF THE TOTAL ANNUAL CAPITAL BUDGET OF THE CORPORATION; G. APPOINTMENT OF AN INDEPENDENT AUDITOR AND HIRING OF INDEPENDENT COUNSEL EXCEPT IN CONFLICT SITUATIONS BETWEEN THE GENERAL MEMBER AND THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; H. THE CREATION OR ACQUISITION OF ANY SUBSIDIARY OR AFFILIATE ENTITY; I. CONTRACTING WITH AN UNRELATED THIRD PARTY FOR ALL OR SUBSTANTIALLY ALL OF THE MANAGEMENT OF THE ASSETS OR OPERATIONS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; J. APPROVAL OF MAJOR NEW PROGRAMS AND CLINICAL SERVICES OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY. THE GENERAL MEMBER SHALL FROM TIME TO TIME DEFINE THE TERM "MAJOR" IN THIS CONTEXT; K. APPROVAL OF STRATEGIC PLANS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; L. ADOPTION OF QUALITY ASSURANCE POLICIES NOT IN CONFORMITY WITH POLICIES ESTABLISHED BY THE GENERAL MEMBER; M. ANY TRANSACTION BETWEEN THE CORPORATION, A SUBSIDIARY OR AFFILIATE AND A DIRECTOR OF THE CORPORATION OR AN AFFILIATE OF SUCH DIRECTOR. IN ADDITION, THE GENERAL MEMBER SHALL HAVE THE AUTHORITY (BY A VOTE OF NOT LESS THAN TWO-THIRDS (2/3) OF ITS BOARD), TO DECLARE A MAJOR ACTIVITY REQUIRING APPROVAL. FORM 990, PART VI, LINE 11B DESCRIBE THE 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 12C DESCRIPTION OF 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 AND OFFICERS 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 CEO AND BOARD CHAIR WILL REVIEW THE STATEMENTS AND MONITOR SITUATIONS THAT MAY POSE A POTENTIAL CONFLICT OF INTEREST. THE CEO AND BOARD CHAIR 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 MAY REQUEST THE INDIVIDUAL TO NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED INDIVIDUAL SHALL REFRAIN FROM VOTING ON ANY MATTER RELATED TO THE TRANSACTION. FORM 990, PART VI, LINES 15A & 15B PROCESS FOR DETERMINING COMPENSATION: 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 SUTTERS EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATIONS OVERALL MISSION. IN ORDER TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL 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 NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH. THIS METHOD IS MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO AN ANNUAL REVIEW BY THE COMPENSATION COMMITTEE OR A DELEGATED SUB-COMMITTEE. APPROVAL IS RECORDED IN THE MINUTES. EXECUTIVE COMPENSATION REVIEW WAS LAST COMPLETED IN DECEMBER 2016. FORM 990, PART VI, LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS TO THE GENERAL PUBLIC: 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, COMPENSATION, HOURS PER WEEK RELATED ORGANIZATION THE FOLLOWING BOARD MEMBERS OF THE ORGANIZATION ARE FULL-TIME EMPLOYEES (40 HOURS PER WEEK) OF SUTTER HEALTH AND THEIR SUTTER HEALTH SALARIES ARE REPORTED HEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION. FORM 990, PART XI, LINE 9 OTHER CHANGES IN NET ASSETS: EQUITY TRANSFER (NET) $ 8,373,324 NET ASSETS RELEASED FOR CAPITAL ACQUISITIONS $ (251,902) ------------ TOTAL $ 8,121,422 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 C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 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 MEMORIAL HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942290244 FUNDRAISING CA 501(C)(3) 12A - I SUTTER CVH true MILLS-PENINSULA HEALTH SERVICES C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156265 HOSPITAL CA 501(C)(3) 3 SUTTER BMF true MILLS-PENINSULA HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 237288765 FUNDRAISING CA 501(C)(3) 7 SUTTER BH true SAMUEL MERRITT UNIVERSITY 450 30TH STREET STE 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 BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 HOSPITAL CA 501(C)(3) 3 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 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 - 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