2017-05-15T11:04:55-05:00 2016-06-30 KPMG LLP 550 S Hope St Suite 1500 Los Angeles CA 90071 990 2015-07-01 330612565 CRC Real Estate Corporation % DONALD NOBLE CRCR 7149973000 1201 West La Veta Avenue Orange CA 92868 KERRI RUPPERT SCHILLER CFO/Assistant secret 7149973000 2017-05-12 true Valerie J BALL P00178114 4083675764 2017-05-02 2015 2021-01-29 14:40:06Z KIMBERLY C CRIPE 1201 West La Veta Avenue Orange CA 92868 20869978 false X WWW.CHOC.ORG X 1994 CA TO HOLD, MAINTAIN AND OPERATE COMMERCIAL MEDICAL OFFICE BUILDINGS NEAR THE PRINCIPAL OFFICES OF CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC) AND ITS AFFILIATES. 6 5 0 0 97906 -6149 0 14337000 3749375 3931189 1655 5162 291865 565423 4042895 18838774 1800000 0 0 0 0 0 0 0 0 2875939 3335543 4675939 3335543 -633044 15503231 28827052 74972064 1180868 31822649 27646184 43149415 X TO HOLD, MAINTAIN AND OPERATE COMMERCIAL BUILDINGS NEAR THE PRINCIPAL OFFICES OF CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC) AND ITS AFFILIATES. ALL NET FUNDS DERIVED BY THIS ORGANIZATION FROM ITS OPERATIONS WILL BE TRANSFERRED TO OR WILL BE AVAILABLE FOR TRANSFER TO CHC, THE EXEMPT PARENT AND SOLE CORPORATE MEMBER OF CRC REAL ESTATE CORPORATION. false false 3060603 3931189 THE TWO COMMERCIAL OFFICE BUILDINGS OWNED BY CRC HOUSE HOSPITAL ADMINISTRATIVE FUNCTIONS INCLUDING FINANCE, HUMAN RESOURCES, QUALITY, BUSINESS OFFICE AND INFORMATION SYSTEMS DEPARTMENTS. THEY ALSO HOUSE SOME CLINICAL DEPARTMENTS AS WELL AS PHYSICIAN PRACTICES THAT SUPPORT CHILDREN'S HOSPITAL OF ORANGE COUNTY. 3060603 true true false false false false false false false false true false false false false true false true false false false false false false false false false false false true false false false false false false false false false false false false false true false false false true 3 0 true 0 true true false false false false false false false false false X 6 5 false false true false true true true true true false false true true true true true true true true false CA X DONALD NOBLE 7145094038 1201 WEST LA VETA AVENUE ORANGE CA 928683874 KIMBERLY C CRIPE DIRECTOR/PRESIDENT 0.5 39.5 X X 0 1413813 83775 MARSHALL ROWEN MD Director/Chair 1.0 6.0 X X 0 0 0 JANET T DAVIDSON Director/Vice Chair 0.5 2.0 X X 0 0 0 David Dukes Director 0.5 6.0 X 0 0 0 JEFF ELGHANAYAN DIRECTOR 0.5 2.0 X 0 0 0 Patrick Salas Director 0.5 0.5 X 0 0 0 KERRI RUPPERT SCHILLER CFO/ASSISTANT SECRETARY 4.0 36.0 X 0 776744 75322 Jay Gabriel Secretary 0.5 39.5 X 0 588875 49026 Matthew Gerlach EVP/COO 0.5 39.5 X 0 665662 106464 0 3445094 314587 0 false true false PACIFIC COAST COMM'L RE 41 CORPORATE PK SUITE 230 IRVINE CA 92606 Management Services 522656 ABM Janitorial Southwest Lockbox 53120 LOS ANGELES CA 90074 BUILDING Services 215818 PacWest Security Services 3303 Harbor Blvd Suite A-103 COSTA MESA CA 92626 Security Services 173389 DBAC Inc 101 Shipyard Way Suite A NEWPORT BEACH CA 92663 CONSTRUCTION 254956 4 14337000 0 14337000 RENTAL-AFFILIATES 3931189 3931189 3931189 5162 5162 0 0 2351180 2031204 319976 0 319976 97906 222070 0 0 0 0 PARKING LOT INCOME 900099 245447 245447 245447 18838774 3931189 97906 472679 0 0 0 0 0 0 0 0 0 0 588926 588926 6538 6538 90468 90468 0 0 0 171346 153526 17820 0 11930 11930 0 0 954189 854953 99236 240 240 0 623 623 38510 38510 0 1228296 1228296 31377 31377 EQUIPMENT RENTAL/MAINTENANCE 141752 141752 SUPPLIES 58224 58224 TENANT RELATIONS EXPENSE 9575 9575 ALL OTHER 3549 3549 3335543 3060603 274940 0 312680 980241 916339 2961106 0 0 80207 102690 0 0 0 0 0 0 0 0 5531 36739 86678304 16229799 27120758 70448505 0 0 0 0 0 0 0 0 391537 442783 28827052 74972064 321288 1150276 0 0 139955 186313 0 0 0 0 0 0 719625 30486060 0 0 0 0 1180868 31822649 X 27646184 43149415 0 0 0 0 27646184 43149415 28827052 74972064 15503231 X false true X true false X X 1 CHILDREN'S HEALTHCARE OF CALIFORNIA 330265266 3 true 0 2107247 1 2107247 true false false false false false false false false false false false false false false true false Schedule A, Part I, Line 11h CRC REAL ESTATE CORPORATION WAS FORMED TO PROVIDE OR PURCHASE FOR THE BENEFIT OF CHILDREN'S HEALTHCARE OF CALIFORNIA VARIOUS SERVICES AND FACILITIES. THE AMOUNT LISTED BELOW IS THE TOTAL FUNCTIONAL EXPENSES LESS GRANTS PAID AND DEPRECIATION EXPENSE. SEE FORM 990, PART IX FOR FURTHER DETAILS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 10249759 10249759 70142941 11582148 58560793 5923404 4647651 1275753 362200 362200 70448505 0 0 X 20869978 2031204 2031204 18838774 18838774 5366747 2031204 2031204 3335543 3335543 ORGANIZATION'S LIABILITY FOR UNCERTAIN TAX POSITIONS UNDER ASC 740 PART X U.S. generally accepted accounting principles require the Organization's management to evaluate tax positions taken by the Organization and recognize a tax liability if the Organization has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. Management has analyzed tax positions taken by the Organization and has concluded that as of June 30, 2016, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability or disclosure in the consolidated financial statements. AMOUNTS INCLUDED ON LINE 1 OF FORM 990, PART VIII, LINE 12 part xi, line 2d rental expenses reclass - $2,031,204 AMOUNTS INCLUDED ON LINE 1 BUT NOT ON FORM 990, PART IX, LINE 25 part xii, line 2d rental expenses reclass - $2,031,204 AS REQUIRED BY THE FORM 990 INSTRUCTIONS, EXPENSES RELATED TO RENTAL INCOME ON FORM 990, PART VIII LINE 6A ARE RECLASSED FROM FUNCTIONAL EXPENSES TO FORM 990, PART VIII LINE 6B. X X X X false true false false false false false false false KIMBERLY C CRIPE DIRECTOR/PRESIDENT 0 838732 0 317258 0 257823 0 63390 0 20385 0 1497588 0 44445 KERRI RUPPERT SCHILLER CFO/ASSISTANT SECRETARY 0 495562 0 139228 0 141954 0 49440 0 25882 0 852066 0 22282 Jay Gabriel Secretary 0 394002 0 95920 0 98953 0 23120 0 25906 0 637901 0 51763 Matthew Gerlach EVP/COO 0 474320 0 140238 0 51104 0 89986 0 16478 0 772126 0 0 SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN PART I, LINE 4B The Company established a nonqualified deferred compensation plan effective January 1, 2010 in which certain individuals listed on the form 990, Part VII and Schedule J are participants. Under the established Supplemental Executive Retirement Plan (the Plan) or SERP, for each Plan year that begins prior to the participant's cash date, CHOC shall create a new SERP account on its books for the Participant and shall credit to such account at times specified. The participants of the plan are general creditors of the company. The participant's SERP account shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the participant under this plan. The participant is entitled to his/her SERP benefit amount upon the earliest of (1) remaining employed with the Company to the third anniversary of the first day of the Plan Year for which the SERP account was created; (2) remaining employed with the Company to the Participant's 60th birthday; (3) remaining employed with the Company to the date the Participant has both attained at least age 55 and has completed at least 10 years of service; (4) disability; (5) involuntary separation from service without reasonable cause; (6) voluntary separation from service for good reason or (7) death. The following individuals received payments from the plan during the calendar year 2015: Ms. Cripe ($165,908), and Ms. Schiller ($83,035). COMPENSATION FOOTNOTES KIMBERLY CRIPE IS COMPENSATED THROUGH CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC), HOWEVER, IN ADDITION TO HER RESPONSIBILITIES FOR CHC, SHE ALSO SERVES AS AN OFFICER OF CHILDREN'S HOSPITAL OF ORANGE COUNTY, CHOC FOUNDATION, CRC REAL ESTATE CORPORATION AND CHILDREN'S HOSPITAL AT MISSION (ALL IRC section 501(C)(3)affiliates). KERRI RUPPERT SCHILLER IS COMPENSATED THROUGH CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC), HOWEVER, IN ADDITION TO THE RESPONSIBILITIES FOR CHC, SHE ALSO SERVES AS AN OFFICER OF CHILDREN'S HOSPITAL OF ORANGE COUNTY, CHOC FOUNDATION, CRC REAL ESTATE CORPORATION AND CHILDREN'S HOSPITAL AT MISSION (All IRC Section 501(C)(3) AFFILIATES). MATTHEW GERLACH IS COMPENSATED THROUGH CHILDREN'S HEALTHCARE OF CALIFORNIA(CHC), HOWEVER, IN ADDITION TO HIS RESPONSIBILITIES FOR CHC, HE ALSO SERVES AS AN OFFICER OF CHILDREN'S HOSPITAL OF ORANGE COUNTY, CRC REAL ESTATE CORPORATION AND CHILDREN'S HOSPITAL AT MISSION (ALL IRC SECTION 501 (C)(3) AFFILIATES). CHANGES TO BYLAWS FORM 990, PART VI, SECTION A, LINE 4 CHANGES TO BYLAWS INCLUDED THE FOLLOWING BELOW: RESERVED POWERS: REMOVES THE REQUIREMENT OF THE MEMBER'S APPROVAL TO ENTER INTO A CONTRACT THAT INVOLVES A TERM IN EXCESS OF FIVE YEARS. THE MEMBER'S APPROVAL IS REQUIRED TO MAKE ANY CHANGE TO THE BYLAWS, NOT JUST THOSE THAT WOULD AFFECT THE MEMBER'S RIGHTS. POWERS: CLARIFIED THAT THE MEMBER HAS THE POWER TO INITIATE AN ACTION AS TO A SUBSIDIARY AS WELL AS APPROVE THE SUBSIDIARY'S ACTION. QUALIFICATIONS OF DIRECTORS: REMOVED REQUIREMENT THAT EXCLUDED RELATIVES EMPLOYED BY THE CORPORATION FROM SERVING ON THE BOARD. QUALIFICATIONS OF DIRECTORS: ADDED THE CHIEF OPERATING OFFICER (COO) AND CHIEF LEGAL OFFICER (CLO) TO THE LIST OF INDIVIDUALS PERMITTED TO ATTEND BOARD MEETINGS. VACANCIES: REVISED SO THAT A VACANCY ON THE BOARD MAY BE FILLED BY THE VOTE OF THE REMAINING DIRECTORS, SUBJECT TO RATIFICATION BY THE MEMBER. VACANCIES: CLARIFIED THAT A VACANCY IN THE POSITION TO BE OCCUPIED BY THE PRESIDENT AND CEO MUST BE FILLED BY THE APPOINTMENT OF AN INDIVIDUAL TO SERVE AS PRESIDENT AND CEO. QUORUM: REVISED SO A QUORUM SHALL BE A MAJORITY OF THE DIRECTORS THEN IN OFFICE. REMOVAL AND RESIGNATION: REVISED SO THE REMOVAL OF THE PRESIDENT/CEO CANNOT BE EFFECTED BY A MAJORITY OF DIRECTORS. REMOVAL AND RESIGNATION: REVISED TO MODIFY THE SECRETARY'S OBLIGATION TO REPORT ON THE REMOVAL OR RESIGNATION OF THE PRESIDENT/CEO BEING TRIGGERED BY UNEXCUSED ABSENSES FROM A MAJORITY OF THE MEETINGS. REMOVAL AND RESIGNATION: REVISED SO THE REMOVAL AND RESIGNATION OF THE EXECUTIVE VICE PRESIDENT (EVP) AND COO WILL BE THE SUBJECT TO THE EXECUTIVE MANAGEMENT AGREEMENT. COMMITTEES: REVISED SO THAT THE BOARD APPROVAL IS NOT REQUIRED FOR EXPENDITURES LESSER THAN $50,000. OFFICERS: ADDED COO TO THE LIST OF OFFICERS. ELECTIONS: UPDATED TO INCLUDE THE EVP AND COO. PRESIDENT AND CEO: UPDATED OFFICER TITLE. EVP AND COO: ADDED A SECTION DESCRIBING THE ROLE OF EVP/COO. OFFICES: UPDATED THE ORGANIZATION'S CURRENT ADDRESS. AMENDMENTS: REVISED SO THAT BYLAWS MAY BE AMENDED OR REPEALED BY A MAJORITY VOTE OF THE AUTHORIZED NUMBER OF DIRECTORS. MEMBERS OR STOCKHOLDERS FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF CRC REAL ESTATE CORPORATION (CRC) IS CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC). PERSONS WHO MAY ELECT MEMBERS OF THE GOVERNING BODY FORM 990, PART VI, SECTION A, LINE 7A DIRECTORS OF CRC (EXCEPT THE PRESIDENT) SHALL BE APPOINTED ANNUALLY BY THE MEMBER, BASED ON THE NOMINATION(S) PROVIDED BY CRC REAL ESTATE CORPORATION'S BOARD OF DIRECTORS. THE GOVERNING BODY'S DECISIONS SUBJECT TO APPROVAL FORM 990, PART VI, SECTION A, LINE 7B THE APPROVAL OF THE MEMBER SHALL BE REQUIRED WITH RESPECT TO ANY OF THE FOLLOWING ACTIONS: (1) CHANGING THE PURPOSES AND POWERS OF CRC; (2) OBLIGATING CRC TO UNDERTAKE ANY CAPITAL EXPENDITURE IN EXCESS OF $5,000,000; (3) ADOPTING CRC'S ANNUAL OPERATING AND CAPITAL BUDGETS; (4) BUYING, SELLING, LEASING, MORTGAGING, PLEDGING, OR OTHERWISE HYPOTHECATING ANY REAL PROPERTY; (5) INCURRING ANY INDEBTEDNESS IN EXCESS OF $5,000,000; (6) OBLIGATING CRC TO ACT AS GUARANTOR WITH RESPECT TO ANY DEBT OF ANY PERSON OR OTHER ENTITY; (7) ACCEPTING ANY DONATION WHICH IS (I) CONDITIONED UPON CRC'S UNDERTAKING ANY CAPITAL EXPENDITURE IN EXCESS OF $5,000,000 OR (II) CONTAINS CONDITIONS, WHEN COMPLIANCE WITH THE CONDITIONS WOULD HAVE SIGNIFICANT IMPACT UPON THE PURPOSE, NATURE, PLANS OR IDENTITY OF CRC; (8) ENTERING INTO ANY CONTRACT WHICH INVOLVES ANY OF THE FOLLOWING: (I) ANY FINANCIAL OBLIGATION ON THE PART OF CRC IN AN AMOUNT IN EXCESS OF $5,000,000, (II) ANY PURPOSE OR ACTIVITY WHICH IS OUTSIDE THE SCOPE OF CRC'S ORDINARY COURSE OF BUSINESS; (9) INVOLVING CRC IN ANY MERGER, ACQUISITION, CORPORATE RESTRUCTURING, OR FORMAL AFFILIATION; (10) INVOLVING CRC AS A MEMBER, SHAREHOLDER, OR PARTNER IN ANY NEW CORPORATION, PARTNERSHIP, OR OTHER LEGAL ENTITY; (11) DISSOLVING CRC; (12) ENTERING INTO ANY TRANSACTION INVOLVING THE SALE, LEASE,CONVEYANCE, EXCHANGE, TRANSFER OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF CRC'S ASSETS; (13) AMENDING CRC'S ARTICLES OF INCORPORATION; (14) ADOPTING NEW BYLAWS OR AMENDING EXISTING BYLAWS. PROCESS OF REVIEW Form 990, Part VI, Section A, Line 11B PRIOR TO FILING, THE TAX RETURN AND RELATED SCHEDULES ARE PROVIDED TO THE FULL BOARD OF DIRECTORS OF CRC REAL ESTATE CORPORATION. THE CHIEF FINANCIAL OFFICER ALSO REVIEWS THE REPORT WITH THE CHC EXECUTIVE CORPENSATION COMMITTEE, AN EMPOWERED COMMITTEE WITH DELEGATED AUTHORITY, AND A COMPLETE COPY OF THE RETURN IS PROVIDED TO ALL VOTING BOARD MEMBERS PRIOR TO FILING THE FINAL RETURN. MONITORING AND ENFORCING COMPLIANCE OF CONFLICT OF INTEREST POLICY FORM 990, PART VI, SECTION B, LINE 12C THE CHOC CHIEF COMPLIANCE OFFICER IS CHARGED WITH MONITORING PROPOSED OR ONGOING TRANSACTIONS FOR CONFLICTS OF INTEREST AND ADDRESSING ANY POTENTIAL OR ACTUAL CONFLICTS. PURSUANT TO THE CONFLICTS OF INTEREST POLICY, AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE, AIMED AT DETERMINING ANY FAMILY AND BUSINESS RELATIONSHIPS AND TRANSACTIONS OR OTHER TRANSACTIONS THAT MAY POSE A POTENTIAL CONFLICT, IS DISTRIBUTED TO ALL COVERED PERSONS (I.E., BOARD MEMBERS, OFFICERS AND EXECUTIVE LEADERSHIP). COVERED PERSONS ARE REQUIRED TO DISCLOSE REAL OR POTENTIAL CONFLICTS AT THE TIME WHEN SUCH CONFLICTS ARISE. WHEN AN INDIVIDUAL BECOMES A COVERED PERSON AND ANNUALLY THEREAFTER, EACH COVERED PERSON IS REQUIRED TO SIGN A STATEMENT AFFIRMING THAT HE/SHE: (1)HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY AND UNDERSTANDS SAID POLICY; (2)HAS READ THE POLICY AND UNDERSTANDS SAID POLICY; AND (3)AGREES TO COMPLY WITH ALL REQUIREMENTS OF THE POLICY, INCLUDING COMPLETING THE CONFLICTS OF INTEREST QUESTIONNAIRE. THE COMPLETED QUESTIONNAIRES ARE REVIEWED BY THE COMPLIANCE OFFICER AND ANY PERSONS WITH ACTUAL OR POTENTIAL CONFLICTS ARE CONTACTED VIA WRITTEN COMMUNICATION. THE PROCEDURES FOR ADDRESSING ANY CONFLICT OF INTEREST MAY INCLUDE BUT ARE NOT LIMITED TO THE FOLLOWING: (1)THE CONFLICTING INTEREST IS FULLY DISCLOSED TO THE BOARD OF DIRECTORS; (2)THE INTERESTED PERSON RESPONDS TO FACTUAL QUESTIONS RELATED TO THE CONFLICT, THE SUBSTANCE OF THE TRANSACTION OR THE ARRANGEMENT BEING CONSIDERED; (3)THE PERSON WITH THE CONFLICT OF INTEREST IS EXCLUDED FROM ANY DISCUSSION OR APPROVAL OF SUCH TRANSACTION; (4)IF APPLICABLE ALTERNATIVES TO THE PROPOSED TRANSACTION ARE INVESTIGATED, COMPETITIVE BIDS OR COMPARABLE VALUATIONS ARE OBTAINED; AND (5)THE TRANSACTION OR ACTION MUST BE APPROVED BY A MAJORITY OF DISINTERESTED PERSONS. PROCESS OF DETERMINING COMPENSATION OF THE CEO AND OTHER OFFICERS FORM 990, PART VI, SECTION B, LINE 15 AN INDEPENDENT BOARD COMMITTEE OF CHC, CHARGED WITH THE DUTIES OF THE COMPENSATION COMMITTEE, WHOSE MEMBERS ARE DISINTERESTED AND INDEPENDENT, IS IN PLACE WITH A WRITTEN COMPENSATION COMMITTEE CHARTER. THIS COMMITTEE ANNUALLY RETAINS AN INDEPENDENT HEALTHCARE COMPENSATION FIRM TO PROVIDE RELEVANT COMPARABILITY DATA AND OTHER COMPENSATION STUDIES. THE CEO, OFFICERS AND EXECUTIVE MANAGEMENT SALARIES AND INCENTIVES, AS WELL AS OVERALL COMPENSATION PHILOSOPHY AND POLICIES, ARE DISCUSSED WITH THE INDEPENDENT CONSULTANT REPRESENTATIVES AND THE COMPENSATION COMMITTEE MEMBERS, IN PERSON, IN CLOSED SESSIONS WITH NO STAFF MEMBERS PRESENT. THIS REVIEW WAS LAST PERFORMED IN OCTOBER, 2015. ALL COMPARATIVE SALARY DATA, SUCH AS ANNUAL COMPENSATION SURVEY COMPRISING OF A PEER GROUP OF COMPARABLY-SIZED PEDIATRIC HOSPITALS, IS WELL DOCUMENTED AND THERE ARE MINUTES FROM THESE MEETINGS THAT DOCUMENT THE MEMBERS PRESENT AND VOTING, THE COMPARATIVE DATA USED AND HOW IT WAS OBTAINED AND THE DELIBERATIONS AND DECISIONS OF THE COMMITTEE. THE RESULTS AND RECOMMENDATIONS FROM THE COMMITTEE ARE SHARED IN AN EXECUTIVE SESSION WITH THE CHC BOARD OF DIRECTORS. DISCLOSURE COPY FORM 990, PART VI, SECTION C, LINE 19 WHILE FEDERAL TAX LAWS DO NOT MANDATE THAT THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS BE MADE AVAILABLE FOR PUBLIC INSPECTION, THE ORGANIZATION MAKES ITS FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. CHILDREN'S HEALTHCARE OF CALIFORNIA(CHC) 1201 West La Veta Avenue ORANGE CA 92868 330265266 health care CA 501(C)(3) 7 NA false CHILDREN'S HOSPITAL OF ORANGE COUNTY 1201 West La Veta Avenue ORANGE CA 92868 952321786 health care CA 501(C)(3) 3 CHC false CHILDREN'S HOSPITAL AT MISSION 1201 West La Veta Avenue ORANGE CA 92868 330528802 health care CA 501(C)(3) 3 CHC false CHOC FOUNDATION 1201 West La Veta Avenue ORANGE CA 92868 956097416 fund raising CA 501(C)(3) 7 CHC false CHOC THRIFT STORES INC 455 S MAIN STREET ORANGE CA 92868 330266422 FUND RAISING CA 501(C)(3) 9 CHC false false false true false true false false false false true false false true false false false false false false