2013-10-29T17:17:36-04:00 2012-12-31 ERNST & YOUNG US LLP 4370 LA JOLLA VILLAGE DR SUITE 500 SAN DIEGO CA 92122 990 2012-01-01 941682256 SUTTER GOULD MEDICAL FOUNDATION % CHARLES SANDERS SUTT 9162866665 600 COFFEE ROAD Suite MODESTO CA 95355 JOE HIRT 9162866665 2013-10-17 true 8585357200 2012 2016-02-25 16:41:14Z DAVID BENN 600 COFFEE ROAD MODESTO CA 95355 308205813 false X WWW.SUTTERHEALTH.ORG X 1985 CA SEE SCHEDULE O 17 10 1211 51 0 0 29814 31236 304925574 307950272 313806 219463 1485 4842 305270679 308205813 98601 14958 0 0 68956490 67860035 0 0 167345 225371014 229880521 294426105 297755514 10844574 10450299 199011537 194795274 192088174 187395222 6923363 7400052 X SEE SCHEDULE O false false 285866459 14958 307950272 SEE SCHEDULE O 285866459 true true false false false false false false false false true false false false true true false true false false false false false false false false false false true true true false false false false false false false false false true false false false false false true true false false false true 699 0 true 1211 true false false false false false false false false false false X 17 10 false false false false true true true true true false false false true true true true true true true false CA X CHARLES SANDERS 2095216097 600 COFFEE ROAD MODESTO CA 95355 DAVID ADKINS MD 1.0 0.0 X 0 0 0 RICHARD ASCHIERIS 1.0 0.0 X 0 0 0 DAVID BENN 1.0 40.0 X X 0 1037565 639864 MICHAEL CADRA MD DMD 1.0 0.0 X 0 0 0 CATHERINE CARDOZA-CONNER 1.0 0.0 X 0 0 0 BEVERLY FINLEY 1.0 0.0 X 0 0 0 PATRICK FRY 1.0 40.0 X 0 3862787 2531096 KENNI FRIEDMAN 1.0 0.0 X 0 0 0 STEPHEN GEORGIOU MD 1.0 0.0 X 0 0 0 PETER HOLTZ 1.0 0.0 X X 0 0 0 SARAH KREVANS 1.0 40.0 X 0 1546710 974314 TED LELAND PHD 1.0 0.0 X 0 0 0 FRANCES MIZUNO 1.0 0.0 X X 0 0 0 SUNIL PATEL MD 1.0 0.0 X 0 23410 0 TIMA SEWARD 1.0 0.0 X 0 0 0 TODD SMITH MD 1.0 0.0 X X 0 0 0 JOHN WICKS ESQ 1.0 0.0 X X 0 0 0 PHILLIP YU 1.0 0.0 X 0 0 0 PAUL DECHANT MD 40.0 0.0 X 0 726374 323802 LARRY DEMPSEY 1.0 40.0 X 0 363795 29920 GARY HARELL 1.0 40.0 X 0 260061 133138 JOE HIRT 1.0 40.0 X 0 450170 208874 KATHERINE MANUEL 40.0 0.0 X 0 336583 142239 CHARLES SANDERS 40.0 0.0 X 0 251555 115227 STEPHANIE MILLER 40.0 0.0 X 231837 0 20098 CAROL TURNER 40.0 0.0 X 169119 0 10615 PATRICIA HACKEMACK 40.0 0.0 X 151344 0 20300 ROBERTA EDGE 40.0 0.0 X 147058 0 11289 LEE KERR-BRESHEARS 40.0 0.0 X 146175 0 19901 JAMES CONFORTI 0.0 0.0 X 0 812769 526031 845533 9671779 5706708 42 true true false GOULD MEDICAL GROUP INC 600 COFFEE ROAD MODESTO CA 95355 MEDICAL SERVICES 114580735 CENTRAL VALLEY MEDICAL GROUP PO BOX 6900 RANCHO CUCAMONGA CA 91729 MEDICAL SERVICES 16593724 MCKESSON SPECIALTY CARE 15212 COLLECTION CENTER DR CHICAGO IL 60693 MAINTENANCE SERVICES 1843928 CALIFORNIA EMERGENCY PHYSICIANS PO BOX 582663 MODESTO CA 95358 MEDICAL SERVICES 990611 PRASAD'S DELIVERY SERVICE 3212 MERLE AVENUE MODESTO CA 95355 COURIER SERVICES 874121 50 31236 31236 PATIENT SERVICE REVENUE 622110 307935713 307935713 RENTAL TO AFFILIATES 900099 14559 14559 307950272 211309 211309 0 0 4842 4842 0 4842 4842 8154 8154 8154 8154 0 0 0 0 308205813 307950272 224305 X 0 14958 14958 0 0 1314512 1314512 0 41637615 41253489 267210 116916 2683710 2584882 98828 18423554 17703629 681249 38676 3800644 3660684 139960 9739181 9019416 717105 2660 298302 298302 215627 215627 0 0 44020 44020 107947332 107947332 740734 740734 3444867 2857360 587152 355 3648515 2349648 1295186 3681 0 6609903 6507405 102498 285643 239416 44510 1717 0 144288 26875 117267 146 4579510 4579510 0 12170700 11661588 509112 407675 209957 197718 PURCHASED SERVICES 14313844 9578201 4735629 14 MEDICAL SUPPLIES 19045078 19045078 CAPITATED PURCHASED SERVICES 29257169 29257169 THIRD PARTY ADMINISTRATOR 15591135 15591135 1396998 1037993 355825 3180 297755514 285866459 11721710 167345 0 0 22943268 27082196 0 0 22690108 25951117 0 0 0 0 0 0 1946883 1770679 326147 494407 190438816 60920749 134690653 129518067 7250401 2611842 0 0 0 0 0 0 9164077 7366966 199011537 194795274 41037141 39292497 0 0 0 0 150581820 147646656 0 0 0 0 0 0 0 0 469213 456069 192088174 187395222 X 6827597 7389655 95766 10397 0 0 6923363 7400052 199011537 194795274 X 10450299 -31198 -9942412 X false true X true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 19609157 19609157 109691619 20010340 89681279 4746423 2178119 2568304 43473242 33283160 10190082 12918375 5449130 7469245 129518067 0 INSURANCE LIABILITIES 235250 OTHER LIABILITIES 220819 456069 X ASC 740 (FIN 48) AUDIT FOOTNOTE PART X, LINE 2 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 MOST AFFILIATES HAVE BEEN DETERMINED TO BE EXEMPT ORGANIZATIONS BY THE INTERNAL REVENUE SERVICE, (PURSUANT TO INTERNAL REVENUE CODE SECTION 501(C)(3)), AND THE CALIFORNIA FRANCHISE TAX BOARD (PURSUANT TO CALIFORNIA REVENUE AND TAXATION CODE 23701(D)) 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 COMBINED 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 BASIS 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. SUTTER RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. AT DECEMBER 31, 2012 AND 2011, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS. true EDUCATION ASSISTANCE 24 14958 PROCEDURES FOR MONITORING THE USE OF GRANT FUNDS PART I, LINE 2 EDUCATION ASSISTANCE WAS FOR EMPLOYEES TO TAKE CLASSES OR SEMINARS TO IMPROVE JOB SKILLS AND/OR OBTAIN VARIOUS CERTIFICATIONS. X true true false true false false false false false true false DAVID BENN 0 668795 0 364191 0 4579 0 620783 0 19081 0 1677429 0 446390 PAUL DECHANT MD 0 460789 0 244925 0 20660 0 302072 0 21730 0 1050176 0 284682 LARRY DEMPSEY 0 310121 0 51631 0 2043 0 23452 0 6468 0 393715 0 51631 PATRICK FRY 0 2387975 0 1357150 0 117662 0 2498328 0 32768 0 6393883 0 2250657 GARY HARELL 0 247739 0 0 0 12322 0 119892 0 13246 0 393199 0 0 JOE HIRT 0 343246 0 100565 0 6359 0 190342 0 18532 0 659044 0 120156 SARAH KREVANS 0 1006640 0 527546 0 12524 0 951242 0 23072 0 2521024 0 652265 KATHERINE MANUEL 0 276385 0 59800 0 398 0 129222 0 13017 0 478822 0 59800 CHARLES SANDERS 0 203010 0 44872 0 3673 0 101890 0 13337 0 366782 0 54941 STEPHANIE MILLER 179379 0 43567 0 8891 0 3344 0 16754 0 251935 0 0 0 CAROL TURNER 140827 0 28292 0 0 0 2251 0 8364 0 179734 0 0 0 PATRICIA HACKEMACK 137215 0 14129 0 0 0 2107 0 18193 0 171644 0 0 0 ROBERTA EDGE 132465 0 13551 0 1042 0 1553 0 9736 0 158347 0 0 0 LEE KERR-BRESHEARS 115005 0 23259 0 7911 0 1725 0 18176 0 166076 0 0 0 JAMES CONFORTI 0 553935 0 223323 0 35511 0 506487 0 19544 0 1338800 0 252129 RELEVANT INFORMATION REGARDING COMPENSATION ITEMS PART I, QUESTION 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 EMPLOYEE'S WAGES AND TAXED ACCORDINGLY. SUPPLEMENTAL COMPENSATION INFORMATION PART I, QUESTION 3 THE CEO OF THE 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 ENSURE 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. NONQUALIFIED RETIREMENT PLAN PART I, QUESTION 4B 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, 403B EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. ADDITIONALLY, QUALIFIED 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 EARNINGS BEYOND THE PENSION PAY CAP. THE LATTER OF WHICH IS DESIGNED TO HELP RESTORE LOST PENSION BENEFITS FORFEITED UNDER THE QUALIFIED 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. TARGET BENEFIT LEVELS VARY BY YEARS OF SERVICE. UNLIKE SUTTER HEALTH'S QUALIFIED 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. NON-FIXED PAYMENTS PART I, QUESTION 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% OF GROSS PAY. 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, AND SYSTEM-WIDE OBJECTIVES THAT DRIVE OVERALL ORGANIZATION PERFORMANCE. A PORTION OF THE PLAN AWARD IS DISCRETIONARY IN THAT THE SUPERVISOR MAY ADD +/- 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 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. A CSCDA 2005A 680164610 130911U24 2005-10-19 276217522 CONSTRUCTION & REFUNDING false false false B CSCDA 2005BC 680164610 130795EG8 2007-05-01 49994066 CONSTRUCTION & REFUNDING false false false C CHFFA 2007A 521643828 13033PQ37 2007-05-01 790998316 CONSTRUCTION false false false D CSCDA 2008BC 680164610 130795TD9 2008-05-14 291999417 CONSTRUCTION false false false A 0 0 285484397 20303996 0 0 0 0 0 189282478 75897923 0 2008 true false true true B 0 0 52315711 3453973 0 0 0 0 0 0 48861738 0 true false true true C 0 0 858347460 0 55398317 0 0 0 0 771593452 584502 30771189 2011 false false true true D 0 0 307343877 0 31655776 0 0 0 0 262793524 11427323 1467345 false false true true A false true true true true true 0.00250 0.00250 false false false true B false true true true true true 0.00250 0.00250 false false false true C false true true true true true 0.00720 0.00720 false false false true D false true true true true true 0.00320 0.00320 false false false true A false true false false 0 false 0 false true B true false false 0 false 0 false true C true false false 0 false 0 false true D false true false false 0 false 0 false true A true B true C true D true GLOBAL DISCLOSURE 0 PART I, COLUMN (E): THE ORGANIZATION'S SOLE CORPORATE MEMBER IS A CONDUIT BORROWER OF TAX-EXEMPT BOND ISSUES THAT ALLOCATES PORTIONS OF EACH ISSUE TO CERTAIN SUBSIDIARY ORGANIZATIONS. THE OUTSTANDING BOND LIABILITY ALLOCATED TO THIS ORGANIZATION IS REPORTED ON FORM 990, PART X, BALANCE SHEET. WITH THE EXCEPTION OF PART I, COLUMN (F), THE SCHEDULE K FOR THIS ORGANIZATION IS REPORTING INFORMATION FOR THE ENTIRE BOND ISSUE. PART II, LINE 7: ISSUANCE COSTS WERE FUNDED THROUGH EQUITY CONTRIBUTIONS. SGMF SPECIFIC 0 PART I, COLUMN (E): THE FILING ORGANIZATION RECEIVED BOND PROCEEDS IN THE AMOUNTS OF: $23,105,476 FROM THE 2005A ISSUE, $4,965,040 FROM THE 2005BC ISSUE, $38,236,648 FROM THE 2007A ISSUE AND $89,674,042 FROM THE 2008BC ISSUE. PART I, LINE B, COLUMN (F): THE INITIAL BONDS ISSUED IN 2005 WERE "NEW MONEY" BONDS THAT WERE RETIRED AND REISSUED ON MAY 1, 2007. ACCORDINGLY, WHERE APPROPRIATE, SCHEDULE K REFLECTS THE CURRENT REFUNDING BONDS THAT WERE TREATED AS REISSUED RATHER THAN REFLECTING THE ORIGINAL "NEW MONEY" BONDS. PART IV, LINE 2C, COLUMN A: COMPUTATION CALCULATED 10/19/10. GOULD MEDICAL GROUP SEE PART V 114580735 SEE PART V false DESCRIPTION OF BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS PART IV TODD SMITH, MD, DAVID ADKINS, MD AND PHILLIP YU, MD, TRUSTEES OF SUTTER GOULD MEDICAL FOUNDATION (SGMF), ARE ALSO MEMBERS AND SHAREHOLDERS OF GOULD MEDICAL GROUP (GMG). DURING THE YEAR, GMG PROVIDED MEDICAL SERVICES TO SGMF VIA A PHYSICIAN'S SERVICE AGREEMENT. MISSION STATEMENT PART I, LINE 1 AND PART III, LINE 1 THE MISSION OF SUTTER GOULD MEDICAL FOUNDATION IS TO ENHANCE THE HEALTH AND WELL-BEING OF PEOPLE IN THE COMMUNITIES WE SERVE, THROUGH A NON-PROFIT COMMITMENT TO COMPASSION AND EXCELLENCE IN HEALTH CARE SERVICES. THE FOUNDATION CONTRACTS WITH GOULD MEDICAL GROUP, INC., A PROFESSIONAL CORPORATION THAT EMPLOYS LICENSED PHYSICIANS AND PROVIDERS. THE MISSION OF THE GROUP IS TO PROVIDE AND MANAGE HIGH QUALITY, COST EFFECTIVE, COMPASSIONATE HEALTH CARE FOR THE PATIENTS OF SUTTER GOULD MEDICAL FOUNDATION. EXEMPT PURPOSE ACHIEVEMENTS FORM 990, PART III, LINE 4A HISTORY GOULD MEDICAL GROUP, INC. WAS FORMED IN 1948 BY DOCTORS J.H. BARR, BROTHERS C.R. AND V.J. MAINO, EVELYN MAYMAN AND HARRY STEWARD. THE CLINIC WAS NAMED IN HONOR OF LONGTIME LOCAL PHYSICIAN NED GOULD. OVER THE YEARS, THE GROUP CONTINUED TO ADD PROVIDERS AND BEGAN TO OUTGROW ITS SMALL CLINIC. IN 1955, THE MAIN CLINIC LOCATED AT 600 COFFEE ROAD WAS BUILT. DURING THE 1980S, GOULD OPENED CARE CENTERS IN MODESTO, CERES AND PATTERSON. THESE CARE CENTERS BRING HIGH QUALITY HEALTHCARE TO WHERE PATIENTS LIVE. IN 1986, THE PHYSICIANS FORMED THE GOULD MEDICAL FOUNDATION, A 501(C)(3) NON-PROFIT COMMUNITY BENEFIT ORGANIZATION. A CLINICAL RESEARCH DEPARTMENT, HEALTH EDUCATION DEPARTMENT AND THE HEALTH LIBRARY SUPPORT OUR COMMUNITY BENEFIT EFFORTS. IN 1993, GOULD MEDICAL FOUNDATION AFFILIATED WITH SUTTER HEALTH, ONE OF THE LARGEST NON-PROFIT HEALTH CARE SYSTEMS IN NORTHERN CALIFORNIA. SUTTER GOULD MEDICAL FOUNDATION HAS EXPANDED ITS CARE CENTERS TO CERES, TURLOCK, PATTERSON, LOS BANOS, TRACY, STOCKTON AND LODI. TODAY, THE FOUNDATION CONSISTS OF OVER 300 PROVIDERS IN 24 CARE CENTER LOCATIONS THROUGHOUT THE CENTRAL VALLEY. IN 2012, THE NUMBER OF PATIENT VISITS WERE 1,390,060 COMMUNITY BENEFIT AND CHARITY CARE BENEFITS SUTTER GOULD MEDICAL FOUNDATION (SGMF) AND SUTTER HEALTH ARE NOT-FOR-PROFIT ORGANIZATIONS WHOSE PRIMARY MISSION IS TO PROVIDE HIGH-QUALITY AFFORDABLE HEALTH CARE TO THE PUBLIC. AS SUCH, THEIR FACILITIES PROVIDE A NUMBER OF COMMUNITY BENEFITS, IN THE FORM OF CHARITABLE CONTRIBUTIONS, INDIGENT CARE AND COMMUNITY PROGRAMS. IN 2012, FOR EXAMPLE, SGMF PROVIDED OVER $10.5 MILLION DOLLARS IN TOTAL QUANTIFIABLE COMMUNITY BENEFITS. SGMF WILL CONTINUE THIS TRADITION, INCLUDING THE SERVICES DETAILED BELOW. MEDICARE, MEDI-CAL, HEALTHY FAMILIES AND CARING FOR THE UNINSURED FOR THE CONVENIENCE OF PATIENTS, SGMF PARTICIPATES IN MORE THAN 16 MAJOR HEALTH INSURANCE PLANS, INCLUDING MANAGED CARE PLANS (HMOS), AND CARES FOR MEDICARE, MEDI-CAL AND SELF-PAY PATIENTS. AS THE LOCAL POPULATION AGES AND MEDICARE REIMBURSEMENT INCREASINGLY FAILS TO COVER COSTS, MANY SENIOR PERSONS HAVE DIFFICULTY ACCESSING HEALTH CARE SERVICES. SGMF REMAINS COMMITTED TO SERVING THE ENTIRE LOCAL COMMUNITY, AND IS ONE OF A SHRINKING NUMBER OF HEALTH CARE ENTITIES THAT ACCEPTS NEW MEDICARE PATIENTS, THROUGH ARRANGEMENTS WITH HEALTH INSURANCE COMPANIES SUCH AS UNITED HEALTHCARE (AARP MEDICAL COMPLETE) AND HEALTH NET (SENIORITY PLUS). MANY SGMF PATIENTS ARE INSURED THROUGH MEDICARE, MEDI-CAL OR HEALTHY FAMILIES. THIS GROUP ACCOUNTS FOR A SIGNIFICANT PORTION OF THE HEALTH CARE SERVICES WE PROVIDE, IN LARGE PART DUE TO THE INCREASED HEALTH CARE NEEDS OF SENIOR PATIENTS ON MEDICARE. IN 2012, SGMF CARED FOR OVER 21,282 MEDI-CAL PATIENTS, AND GOULD OB/GYNS DELIVERED 405 BABIES OF MEDI-CAL PATIENTS. REIMBURSEMENT FROM MEDI-CAL AND OTHER SERVICES FOR THE POOR AND UNDERSERVED DOES NOT MEET THE ACTUAL COST OF PROVIDING CARE, AND EACH YEAR SGMF SPENDS MILLIONS OF DOLLARS TO CARE FOR THESE PATIENTS. IN 2012, FOR EXAMPLE, SGMF PROVIDED OVER $6.1 MILLION DOLLARS IN TOTAL QUANTIFIABLE SERVICES FOR THE POOR AND UNDERSERVED. THIS INCLUDES PROVIDING UNPAID CARE TO MEDICALLY INDIGENT PATIENTS AND DISCOUNTED CARE TO QUALIFIED PATIENTS. SGMF ALSO HELPS WORK OUT NO-INTEREST PAYMENT PLANS TO HELP PATIENTS WHO HAVE BECOME UNINSURED DUE TO LOSS OF EMPLOYMENT. DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS FORM 990, PART VI, QUESTIONS 6 & 7A 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. DESCR CLASSES OF PERSONS, DECISIONS REQUIRING APPR & TYPE OF VOTING RIGHTS FORM 990, PART VI, QUESTION 7B 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. DESCRIBE THE PROCESS USED BY MGMT &/OR GOVERNING BODY TO REVIEW FORM 990 FORM 990, PART VI, QUESTION 11B SUTTER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION, 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. DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST FORM 990, PART VI, QUESTION 12 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. PROCESS FOR DETERMINING COMPENSATION FORM 990, PART VI, QUESTION 15 THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ENSURE 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) AND (C) 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 COMPARISONS AND ADJUSTMENTS ARE MADE. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION WHO ARE SUTTER HEALTH EMPLOYEES UNDERGO A REVIEW AND COMPENSATION COMMITTEE APPROVAL, AND SUCH APPROVAL IS RECORDED IN THE MINUTES. AVAIL OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FIN STMTS TO GEN PUBLIC FORM 990, PART VI, QUESTION 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. OTHER FEES FOR SERVICES FORM 990, PART IX, LINE 11G MEDICAL GROUP COMPENSATION $105,147,332 PROFESSIONAL FEES-PHYSICIANS 2,800,000 ------------ TOTAL $107,947,332 ============ OTHER CHANGES IN FUND BALANCE FORM 990, PART XI, LINE 9 EQUITY TRANSFERS (NET) $(9,942,412) ADOLESCENT TREATMENT CENTERS INC 390 40TH STREET OAKLAND CA 94609 680088443 HEALTHCARE CA 501(C)(3) 3 SUTTER EBH true ALTA BATES SUMMIT FOUNDATION 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 510160184 FUNDRAISING CA 501(C)(3) 7 SUTTER EBH true CALIFORNIA PACIFIC MEDICAL CTR FOUND 2015 STEINER STREET 2ND FLOOR SAN FRANCISCO CA 94115 942728423 FUNDRAISING CA 501(C)(3) 7 SUTTER WBH true DELTA MEMORIAL HOSPITAL FOUNDATION 3901 LONE TREE WAY ANTIOCH CA 94509 942417022 FUNDRAISING CA 501(C)(3) 11a - I SUTTER EBH 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 20103 LAKE CHABOT ROAD CASTRO VALLEY CA 94546 942948100 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true MARIN COMMUNITY HEALTH 250 BON AIRE ROAD GREENBRAE CA 94904 942994751 SUPPORTING OR CA 501(C)(3) 11b - 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