2013-10-25T17:10:01-05:00 2012-12-31 ERNST & YOUNG US LLP 4370 LA JOLLA VILLAGE DR SUITE 500 SAN DIEGO CA 92122 990 2012-01-01 942690415 SUTTER EAST BAY MEDICAL FOUNDATION % WOJTEK NOWAK SUTT 9162866665 3687 MT DIABLO BLVD SUITE 200 Suite LAFAYETTE CA 94549 DAVID BRADLEY 9162866665 2013-10-17 true 8585357200 2012 2016-02-25 16:41:14Z Gary Zufelt 3687 MT DIABLO BLVD LAYFAYETTE CA 94549 113373833 false X WWW.SUTTERHEALTH.ORG X 1980 CA SEE SCHEDULE O 22 17 374 0 0 5000 5000 102939088 113340953 9335 21513 10017 5730 102963440 113373196 32025 8000 0 0 20835576 24461084 0 0 0 91094276 100508495 111961877 124977579 -8998437 -11604383 41951381 58077866 7486666 5727412 34464715 52350454 X SEE SCHEDULE O false false 111390868 8000 113340953 SEE SCHEDULE O 111390868 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 true false true false false false false false false false false false false false false false true true true false false true 1020 0 true 374 true false false false false false false false false false false X 22 17 false false false false true true true true true false false false true true true true true true true true true CA X WOJTEK NOWAK 5102046601 3687 MT DIABLO BLVD SUITE 200 LAYFAYETTE CA 94549 CHRISTOPHER BECNEL 1.0 0.0 X X 0 0 0 ED BERDICK 1.0 40.0 X X 0 1529687 878098 DAVID BLACK MD 1.0 0.0 X 0 0 0 DAVID BRADLEY 1.0 40.0 X X 0 1019301 967268 JAMES G CUTHBERTSON MD 1.0 0.0 X 0 0 0 MICHAEL DAVIES 1.0 0.0 X 0 0 0 DAVID DAVINI 1.0 0.0 X 0 0 0 WILLIAM R DEWOLF MD 1.0 0.0 X 0 0 0 MICHAEL DIGIACOMO DPM 1.0 0.0 X 0 0 0 THOMAS DRESE 1.0 0.0 X X 0 0 0 VINCENT FORTE 1.0 0.0 X 0 0 0 DAVID L FREY 1.0 0.0 X 0 0 0 PAT FRY 1.0 40.0 X 0 5298100 2531096 OWEN GARRICK MD 1.0 0.0 X 0 0 0 ROGER HENRY JR 1.0 0.0 X 0 0 0 CORNELIUS HOPPER MD 1.0 0.0 X 0 0 0 SARAH KREVANS 1.0 40.0 X 0 2047280 974314 KENT MYERS 1.0 0.0 X 0 0 0 DONALD G NELSON 1.0 0.0 X 0 0 0 KEYVAN NOURI MD 1.0 0.0 X 0 0 0 JEFFREY B RANDALL MD 1.0 0.0 X 0 0 0 THEODORE SAENGER 1.0 0.0 X X 0 0 0 ANNETTE M SHAIEB MD 1.0 0.0 X 0 0 0 AMY CELLA 1.0 40.0 X 0 347717 209753 JOHN GATES 1.0 40.0 X 0 800731 315616 BRIAN HUNTER 1.0 40.0 X 0 635711 321541 LEN ALISON 40.0 0.0 X 0 568488 40650 KAREN KALKOWSKI 40.0 0.0 X 0 259224 106336 WOJTEK NOWAK 40.0 0.0 X 0 331562 133704 GARY ZUFELT 40.0 0.0 X 0 568067 266242 KENNETH FARR 40.0 0.0 X 149556 0 17792 CATHLEEN CONNELLY 40.0 0.0 X 144682 0 17203 VIOLA LAQUAY 40.0 0.0 X 144549 0 22637 CATHERINE PROSSER 40.0 0.0 X 142321 0 21037 LINDA MILLER 40.0 0.0 X 135878 0 22123 ROBERT PETRINA 0.0 0.0 X 0 173833 0 716986 13579701 6845410 16 true true false EAST BAY PHYSICIANS MEDICAL GROUP 3687 MT DIABLO BLVD STE 200 LAFAYETTE CA 94549 MEDICAL SERVICES 51405459 SUTTER CONNECT CARE OF FINANCE DEPT PO BOX 255448 SACRAMENTO CA 95865 BILLING SERVICES 6571572 AEROTEK INC 3689 COLLECTION CENTER DRIVE CHICAGO IL 60693 STAFFING SERVICES 748809 QUEST DIAGNOSTICS INC 3924 COLLECTION CENTER DRIVE CHICAGO IL 606930039 LAB SERVICES 330598 THERACOM INC 6931 ARLINGTON ROAD BETHESDA MD 20814 CONSULTING SERVICES 310171 15 5000 5000 PATIENT SERVICE REVENUE 622110 112007159 112007159 ASC OPERATORS - EAST BAY, LLC 900099 1298641 1298641 RENTAL TO AFFILIATES 900099 35153 35153 113340953 21513 21513 0 0 6367 637 5730 0 5730 5730 0 0 0 0 0 113373196 113340953 27243 8000 8000 0 0 0 1727341 1727341 0 14940265 12550194 2390071 395103 297500 97603 6119336 4607672 1511664 1279039 963077 315962 219074 219074 54709 54709 35081 35081 0 0 6033 6033 1309080 1309080 5682 5682 1169912 1169912 3484862 3484862 0 5054378 5054378 84697 63774 20923 0 96591 72730 23861 723245 723245 0 6670289 6670289 235329 235329 MEDICAL GROUP COMPENSATION 51317439 51317439 CAPITATED PURCHASED SERVICES 13945027 13945027 PURCHASED SERVICES 10127450 7625658 2501792 SUPPLIES 5377693 4049237 1328456 591924 445702 146222 124977579 111390868 13586711 0 0 0 3493236 5069953 0 0 7305046 7207924 0 0 0 0 0 0 0 0 101189 129295 55364421 13822730 27512727 41541691 0 0 0 0 2161392 2894506 0 0 1377791 1234497 41951381 58077866 7342512 5580566 0 0 0 0 0 0 0 0 0 0 0 0 0 0 144154 146846 7486666 5727412 X 34394520 52292963 70195 57491 0 0 34464715 52350454 41951381 58077866 X -11604383 -4630 -17704 29512456 X false true X true false X X SUTTER EAST BAY HOSPITALS 941196176 03 true 0 SUTTER HEALTH 942788907 03 true 0 2 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 3572131 3572131 26611716 2421395 24190321 8611330 4831115 3780215 10408588 6172996 4235592 6160656 397224 5763432 41541691 0 INSURANCE LIABILITIES 35051 OTHER LIABILITIES 111795 146846 X FIN 48 (ASC 740) FOOTNOTE FROM AUDIT 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 EDEN HOSPITAL FOUNDATION 20103 LAKE CHABOT CASTRO VALLEY CA 94546 942883457 501(c)(3) 8000 GENERAL SUPPORT 1 0 PROCEDURES FOR MONITORING THE USE OF GRANT FUNDS PART I, LINE 2 ALL CHARITABLE ORGANIZATIONS ARE REPUTABLE AND WELL ESTABLISHED CHARITIES. ALL GRANTS ARE REVIEWED BY THE CEO PRIOR TO FUNDING. THE SUTTER HEALTH SYSTEM HAS AN OVERLAP IN LEADERSHIP WHICH MONITORS THE USE OF GRANTS BETWEEN AFFILIATES. X true true true true false false false false false true false LEN ALISON 0 407996 0 158434 0 2058 0 31721 0 8929 0 609138 0 341997 ED BERDICK 0 898111 0 615049 0 16527 0 859052 0 19046 0 2407785 0 583683 DAVID BRADLEY 0 695702 0 310663 0 12936 0 953697 0 13571 0 1986569 0 357763 AMY CELLA 0 275739 0 67023 0 4955 0 196155 0 13598 0 557470 0 67023 PAT FRY 0 3823288 0 1357150 0 117662 0 2498328 0 32768 0 7829196 0 2250657 JOHN GATES 0 573502 0 203662 0 23567 0 298717 0 16899 0 1116347 0 188989 BRIAN HUNTER 0 533552 0 65800 0 36359 0 303839 0 17702 0 957252 0 92544 KAREN KALKOWSKI 0 219578 0 36023 0 3623 0 92840 0 13496 0 365560 0 36023 SARAH KREVANS 0 1507210 0 527546 0 12524 0 951242 0 23072 0 3021594 0 652265 WOJTEK NOWAK 0 274521 0 56746 0 295 0 121651 0 12053 0 465266 0 62065 GARY ZUFELT 0 369027 0 146476 0 52564 0 247662 0 18580 0 834309 0 158487 KENNETH FARR 149556 0 0 0 0 0 9033 0 8759 0 167348 0 0 0 CATHLEEN CONNELLY 144682 0 0 0 0 0 8739 0 8464 0 161885 0 0 0 VIOLA LAQUAY 144549 0 0 0 0 0 8731 0 13906 0 167186 0 0 0 CATHERINE PROSSER 137178 0 5143 0 0 0 8596 0 12441 0 163358 0 0 0 LINDA MILLER 135878 0 0 0 0 0 8207 0 13916 0 158001 0 0 0 ROBERT PETRINA 0 0 0 0 0 173833 0 0 0 0 0 173833 0 173833 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 4A LEN ALISON RECIEVED A SEVERANCE PAYMENT OF $191,094. 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. THE FOLLOWING INDIVIDUAL RECEIVED A TAXABLE DISTRIBUTION FROM THE PLAN: ROBERT PETRINA: $173,833 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. MISSION STATEMENT FORM 990, PART I, LINE 1 AND PART III, LINE 1 THE MISSION OF SUTTER EAST BAY MEDICAL FOUNDATION IS TO ENHANCE THE HEALTH AND WELL-BEING OF PEOPLE IN THE COMMUNITIES WE SERVE THROUGH COMPASSION AND EXCELLENCE. EXEMPT PURPOSE ACHIEVEMENTS FORM 990, PART III, LINE 4A SUTTER EAST BAY MEDICAL FOUNDATION (SEMBF) IS A NOT-FOR-PROFIT HEALTH CARE ORGANIZATION COMMITTED TO ENHANCING THE HEALTH AND WELL BEING OF THE COMMUNITIES WE SERVE. SUTTER EAST BAY MEDICAL FOUNDATION (SEBMF) AND EAST BAY PHYSICIANS MEDICAL GROUP (EBPMG) HAVE CREATED AN INTEGRATED HEALTH CARE DELIVERY SYSTEM WORKING IN PARTNERSHIP WITH LOCAL HOSPITALS, COMMUNITY PHYSICIANS, AND HEALTHCARE ORGANIZATIONS. THROUGH DEDICATION TO COMPASSION AND PATIENT CARE EXCELLENCE, OUR FAMILY OF MORE THAN 200 PHYSICIANS AND CLINICIANS IS TRANSFORMING HEALTH CARE IN THE EAST BAY. WITH CARE CENTERS IN ALBANY, ANTIOCH, BERKELEY, BRENTWOOD, CASTRO VALLEY, DUBLIN, OAKLAND, ORINDA AND RICHMOND, SEBMF IS ABLE TO OFFER HIGH QUALITY MEDICAL CARE CLOSE TO YOU AND YOUR FAMILY. WE SEEK TO ENHANCE THE HEALTH AND WELL-BEING OF PEOPLE IN THE COMMUNITY THROUGH A COMMITMENT TO COMPASSION AND EXCELLENCE IN PATIENT CARE, EDUCATION, AND RESEARCH. WE STRIVE TO PROVIDE THE HIGHEST LEVELS OF QUALITY CARE AND SERVICE, AS WELL AS TO IMPROVE HEALTH CARE ACCESS AND AFFORDABILITY THROUGH A MULTIDISCIPLINARY GROUP PRACTICE. AS A PART OF THE SUTTER HEALTH FAMILY OF COMMUNITY BASED, NOT-FOR-PROFIT HOSPITALS AND PHYSICIAN ORGANIZATIONS, SEBMF BENEFITS FROM SHARED RESOURCES AND EXPERTISE TO ADVANCE HEALTH CARE QUALITY TO OUR PATIENTS. SUTTER HEALTH IS ONE OF THE NATION'S LEADING NOT-FOR-PROFIT NETWORKS OF COMMUNITY BASED HEALTH CARE PROVIDERS. WITH OVER 26 HOSPITALS (INCLUDING ALTA BATES SUMMIT MEDICAL CENTER, EDEN MEDICAL CENTER, SAN LEANDRO HOSPITAL AND SUTTER DELTA MEDICAL CENTER) AND OVER 3500 CONTRACTING PHYSICIANS IN NORTHERN CALIFORNIA, SUTTER HEALTH ENABLES US TO FOCUS ON LOCAL NEEDS AND, AT THE SAME TIME, BENEFIT FROM PARTICIPATING IN A LARGER NETWORK. SUTTER EAST BAY MEDICAL FOUNDATION SERVED 364,218 PATIENTS IN 2012. 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 OR 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 CHANGES IN FUND BALANCE FORM 990, PART XI, LINE 9 PARTNERSHIP INVESTMENT ON BOOKS $ 1,238,015 EQUITY TRANSFERS (NET) 29,573,121 K-1 ORDINARY INCOME (1,298,641) K-1 INTEREST INCOME (39) ----------- TOTAL $29,512,456 =========== 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 - II SUTTER HLTH true MEMORIAL HOSPITAL FOUNDATION 1800 COFFEE ROAD SUITE 76 MODESTO CA 95355 942290244 FUNDRAISING CA 501(C)(3) 11a - I SUTTER CVH true MILLS-PENINSULA HEALTH SERVICES 1501 TROUSDALE DRIVE BURLINGAME CA 94010 941156265 HOSPITAL CA 501(C)(3) 3 PAMF true MILLS-PENINSULA HOSPITAL FOUNDATION 1501 TROUSDALE DRIVE BURLINGAME CA 94010 237288765 FUNDRAISING CA 501(C)(3) 7 MPHS true PALO ALTO MEDICAL FOUNDATION 2350 EL CAMINO REAL MOUNTAIN VIEW CA 94040 941156581 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SAMUEL MERRITT UNIVERSITY 450 30TH STREET 2840 OAKLAND CA 94609 942992642 UNIVERSITY CA 501(C)(3) 2 SUTTER EBH true SUTTER AUBURN FAITH HOSPITAL FOUNDATION 11815 EDUCATION ST AUBURN CA 95602 942594966 FUNDRAISING CA 501(C)(3) 7 SUTTER SSR true SUTTER CENTRAL VALLEY HOSPITALS 1800 COFFEE ROAD SUITE 76 MODESTO CA 95355 941080917 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER COAST HOSPITAL 800 E WASHINGTON BLVD CRESCENT CITY CA 95531 942988520 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER DAVIS HOSPITAL FOUNDATION PO BOX 1617 DAVIS CA 95617 680217870 FUNDRAISING CA 501(C)(3) 7 SUTTER SSR true SUTTER EAST BAY HOSPITALS 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 941196176 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER GOULD MEDICAL FOUNDATION 600 COFFEE ROAD MODESTO CA 95355 941682256 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER HEALTH 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 942788907 SUPPORTING OR CA 501(C)(3) 11c 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 HEALTH PLAN 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 461183948 HEALTH PLAN CA PENDING PENDING SUTTER HLTH true SUTTER HEALTH SACRAMENTO SIERRA REGION PO BOX 160727 SACRAMENTO CA 95816 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) 11b - II SUTTER HLTH true SUTTER MEDICAL CENTER FOUNDATION PO BOX 160727 SACRAMENTO CA 95816 942788906 FUNDRAISING CA 501(C)(3) 7 SUTTER SSR true SUTTER MEDICAL CENTER CASTRO VALLEY 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 770146047 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER MEDICAL FOUNDATION 2800 L STREET 7TH FLOOR SACRAMENTO CA 95816 680273974 HEALTHCARE CA 501(C)(3) 11b - II SUTTER HLTH true SUTTER ROSEVILLE MEDICAL CTR FOUNDATION ONE MEDICAL PLAZA ROSEVILLE CA 95661 680040113 FUNDRAISING CA 501(C)(3) 7 SUTTER SSR true SUTTER SOLANO CHARITABLE FOUNDATION 300 HOSPITAL DRIVE VALLEJO CA 94589 942668262 FUNDRAISING CA 501(C)(3) 7 SUTTER SSR true SUTTER VISITING NURSE ASSOC AND HOSPICE 1900 POWELL ST 300 EMERYVILLE CA 94608 946068843 HEALTHCARE CA 501(C)(3) 9 SUTTER HLTH true SUTTER WEST BAY HOSPITALS 2333 BUCHANAN STREET SAN FRANCISCO CA 94115 940562680 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER WEST BAY MEDICAL FOUNDATION 2015 STEINER STREET 1ST FLOOR SAN FRANCISCO CA 94115 942948131 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true TRACY HOSPITAL FOUNDATION 1420 N TRACY BLVD TRACY CA 95376 680318845 FUNDRAISING CA 501(C)(3) 11a - 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