2017-10-26T19:47:09-05:00 2016-12-31 ERNST & YOUNG US LLP 560 MISSION ST STE 1600 SAN FRANCISCO CA 94105 990 2016-01-01 237288765 MILLS-PENINSULA HOSPITAL FOUNDATION % SHAWNA CHIARAVALOTTI MILL 9162866665 C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 JOHN LODER PRESIDENT 2017-10-19 true EVA NITTA P01286320 4158948000 2016 2022-09-23 18:48:47Z JOHN LODER C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 11167850 false X WWW.SUTTERHEALTH.ORG X 1973 CA SEE SCHEDULE O 22 20 0 54 0 4786486 6046291 3102836 3236886 1473770 1489678 -51486 -54722 9311606 10718133 3938376 3325717 0 0 1654012 1098637 0 0 0 1913590 2276273 7505978 6700627 1805628 4017506 43933040 50194230 2744433 3761794 41188607 46432436 X SEE SCHEDULE O false false 4845532 3325717 3236886 SEE SCHEDULE O 4845532 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 false 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 true true true true true true true true false CA X SHAWNA CHIARAVALOTTI 9162866665 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 X HARRIET BOROFSKY MD TRUSTEE 1.0 0.0 X 0 0 0 PEGGY JONES BORT 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 MARGARET HO TRUSTEE 1.0 0.0 X 0 0 0 REID LEIBHABER TRUSTEE 1.0 0.0 X 0 0 0 JOHN LODER TRUSTEE / PRESIDENT MPHF 40.0 0.0 X X 0 326458 34011 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 626184 161614 CATHERINE MESSMAN CFO MPHS 1.0 40.0 X 0 380905 37059 MARA HOOK REGIONAL PHIL. DIR, PENN COAST 1.0 40.0 X 0 597111 147965 0 1930658 380649 0 false true false C I PARTNERS DIRECT 4484 MARKET STREET VENTURA CA 93003 DIRECT MAIL 179202 1 3803 318561 44439 5679488 346107 6046291 HOSPITAL SUPPORT 900099 3236886 3236886 3236886 789341 789341 0 0 0 0 0 700337 700337 700337 700337 371234 318561 442545 -71311 -71311 13050 7172 5878 5878 0 0 0 MISCELLANEOUS INCOME 900099 10711 10711 10711 10718133 3236886 1434956 X 3288217 3288217 37500 37500 0 0 581371 394874 186497 0 74978 74978 0 442288 244450 197838 0 2406 2406 0 15595 15595 0 0 82693 82693 8825 8825 0 70985 28152 42833 0 0 119868 119868 1867 1867 0 0 0 0 0 42333 42333 0 REGIONAL ALLOCATION 1157057 561311 595746 PURCHASED SERVICES 516558 153265 363293 COMMUNITY SUPPORT 115370 115370 LICENSES & TAXES 26311 26311 116405 22393 94012 6700627 4845532 1855095 0 0 0 12317084 18015562 0 0 4571129 2348910 0 0 0 0 0 0 0 0 129095 28415 108039 108039 26314059 29105073 0 0 0 0 0 0 601673 696270 43933040 50194230 622746 1690788 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2121687 2071006 2744433 3761794 X 8985238 11863106 25467427 27516082 6735942 7053248 41188607 46432436 43933040 50194230 X 4017506 704062 522261 X false true X true false X 8537979 3929853 6107505 4786486 6046291 29408114 0 0 8537979 3929853 6107505 4786486 6046291 29408114 4868079 24540035 740285 793252 902271 989245 789341 4214394 0 0 33622508 15120209 0.72987 0.58359 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 8739899 169538 571536 115745 9365228 9002263 -172076 90288 8739899 8592203 471783 61723 9002263 7581254 1043729 32780 8592203 6698130 222000 724668 63544 7581254 0.75310 0.24690 false false 108039 108039 0 0 0 INSURANCE LIABILITIES 19836 OTHER LIABILITIES 2051170 2071006 X SCHEDULE D, PART V, LINE 4 THE ENDOWMENTS ARE USED TO SUPPORT THE PROGRAMS OF MILLS-PENINSULA HEALTH SERVICES, WHICH IS PART OF SUTTER BAY HOSPITALS. 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. WOMENS LUNCHEON 689795 318561 371234 16615 107085 251100 67745 0 689795 318561 371234 16615 107085 251100 67745 442545 -71311 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 true MILLS-PENINSULA HEALTH SERVICES C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156265 501(c)(3) 375600 CAPITAL IMPROV. SUTTER BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 501(C)(3) 2477619 CAPITAL IMPROV. SUTTER HEALTH 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942788907 501(C)(3) 434998 PROGRAM SUPPORT 3 NURSING SCHOLARSHIPS 12 37500 SCHEDULE I, Part I, LIne 2 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 0 284169 0 35794 0 6495 0 15576 0 18435 0 360469 0 0 JANET WAGNER CEO MPHS 0 410723 0 160000 0 55461 0 144126 0 17488 0 787798 0 93371 CATHERINE MESSMAN CFO MPHS 0 234605 0 72645 0 73655 0 25320 0 11739 0 417964 0 56675 MARA HOOK REGIONAL PHIL. DIR, PENN COAST 0 374356 0 186692 0 36063 0 136378 0 11587 0 745076 0 0 SCHEDULE J, PART I, LINE 3 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 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 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. SUTTERS PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF SOCIAL SECURITY, 403B EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PENSION PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. ADDITIONALLY, QUALIFIED PENSION PLAN BENEFITS 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 457F) 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 PENSION 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: MARA HOOK - $28,609 SCHEDULE J, PART I, LINE 7 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. 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 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 15 335588 FMV X 252 Test Tubes with Mini M&Ms 1 893 FMV X 200 Styr-O-Lites 1 1000 FMV X 2 La Mienne Beauty Parties 1 500 FMV X 5 Cases Concannon wine 1 650 FMV X Event supplies 1 7476 FMV false true false SCHEDULE M LINE 25 THE NUMBER ENTERED IN COLUMN B LINE 25 REPRESENTS THE NUMBER OF CONTRIBUTIONS RECEIVED. FORM 990, PART I & PART III, LINE 1 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 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 2016, community support made it possible for the Foundation to purchase the Avinger Ocelot device which allows physicians more visibility when drilling through blocked arteries in the leg. This technology provides two dimensional x-rays which help guide the procedure. Philanthropic contributions helped fund new ophthalmology equipment such as Zeiss cataract microscopes and the Centurian Vision system which offer improved procedural accuracy and will lead to decreased surgery time. Mills-Peninsula Hospital Foundation continues to fund improvements to the cardiovascular equipment including new ECG machines and upgrades with integration to the electronic health record for patient safety, new Cardiac MRI Software which will allow Mills-Peninsula Health Services to provide new services to our patients, and the upgrades for 3D imaging equipment as Mills-Peninsula Health Services begins its Trans Aortic Valve Replacement (TAVR) program. The Foundation supported the laboratory with funding for the Sunquest Collection Manager, a new collection process system. This system will significantly improve workflow efficiencies, ensure patient safety, and ultimately reduce the length of inpatient stay. The Womens Center received funding for new equipment such as state of the art ultrasounds which deliver high resolution images to identify suspicious tissue and provide fewer false positives. Additionally, philanthropic contributions funded new monitors for the already Foundation funded breast tomosynthesis equipment. 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 Health Services with other new equipment in its new hospital which opened its doors in May 2011. FORM 990, PART V, LINE 2A 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 TRUSTEES ELIZABETH R. CODY AND JAMES CODY HAD A FAMILY RELATIONSHIP. FORM 990, PART VI, LINE 6, 7A 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 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 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 A,B,C 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, LINE 15A 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 2016. FORM 990, PART VI, LINE 15B 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 CALIFORNIAS 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 2016. FORM 990, PART VI, LINE 19 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 & PART IX COLUMN (A) 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 XI, LINE 9 OTHER CHANGES IN NET ASSETS: ANNUITY TRUE-UP TEMP $(147,671) CHANGE IN SPLIT INTEREST $ 669,932 TOTAL $ 522,261 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 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 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 GOULD MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941682256 HEALTHCARE CA 501(C)(3) 3 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 MEDICAL CENTER CASTRO VALLEY C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 770146047 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER VALLEY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680273974 HEALTH CARE CA 501(C)(3) 12b-II 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 CVH 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 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 OUTPATIENT SURG 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 MRI JV CA N/A SAN FRANCISCO ENDOSCOPY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 912160588 ENDOSCOPY JV CA N/A PRESIDIO SURGERY CTR 1635 DIVISADERO SAN FRANCISCO CA 94115 320144060 AMBULATORY SURG CA N/A SUTTER FAIRFIELD SURGERY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 300233892 SURGERY CA N/A TWIN CITIES SURGICAL HOSPITAL C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 352182617 SURGERY CA N/A SUTTER AMADOR SURGERY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 461398093 SURGERY CA N/A ROSEVILLE ENDOSCOPY CTR C/O SH TAX 2200 RIBER PLAZA DRIVE SACRAMENTO CA 95833 870710513 ENDOSCOPY JV 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 SURGERY CA N/A ASC OPERATORS SANTA ROSA C/O SH TX 2200 RIVER PLAZA SACRAMENTO CA 95833 263386169 PATIENT CARE CA N/A CHARITABLE REMAINDER TRUSTS-19 C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 CRT MPHF TRUST NORTHWOOD EUROPE TE FEEDER LP 1819 WAZEE STREET 2ND FLOOR DENVER CO 80202 981272216 HOLDING COMPANY CJ NA C CORP true false true false false false false false false false false false true false false false true true false false Sutter Bay Hospitals P 362334 FMV Mills-Peninsula Health Services B 375600 FMV Sutter Bay Hospitals B 2477619 FMV Sutter Bay Hospitals L 3236886 FMV