2012-11-05T16:00:31-06:00 2011-12-31 346565596 ERNST & YOUNG US LLP 178 S RIO GRANDE STREET SUITE 400 SALT LAKE CITY UT 84101 990 2011-01-01 770146047 SUTTER MEDICAL CENTER CASTRO VALLEY SUTT 9162866665 2200 River Plaza Drive Sacramento CA 95833 JOHN GATES 2012-10-15 true P00712229 8013503300 2011 2016-02-24 21:20:13Z ED BERDICK 2200 River Plaza Drive Sacramento CA 95833 2688779 false X WWW.SUTTERHEALTH.ORG X 1986 CA TO ESTABLISH, EQUIP AND MAINTAIN ONE OR MORE NON-PROFIT HOSPITALS, MEDICAL CENTERS, INSTITUTIONS OR OTHER PLACES FOR THE RECEPTION AND CARE OF THE SICK, INJURED AND DISABLED, WITH PERMANENT FACILITIES THAT INCLUDE INPATIENT BEDS AND MEDICAL SERVICES; TO PROVIDE DIAGNOSIS AND TREATMENT FOR PATIENTS; TO PROVIDE ASSOCIATED SERVICES, OUTPATIENT CARE AND HOME CARE IN FURTHERANCE OF THIS CORPORATION'S CHARITABLE PURPOSES. 3 2 0 0 0 0 0 0 4431282 0 28462 2688777 21210 2 4480954 2688779 0 0 0 0 0 0 0 0 0 2600259 4421503 2600259 4421503 1880695 -1732724 161139546 372342038 20429 293509662 161119117 78832376 TO ESTABLISH, EQUIP AND MAINTAIN ONE OR MORE NON-PROFIT HOSPITALS, MEDICAL CENTERS, INSTITUTIONS OR OTHER PLACES FOR THE RECEPTION AND CARE OF THE SICK, INJURED AND DISABLED, WITH PERMANENT FACILITIES THAT INCLUDE INPATIENT BEDS AND MEDICAL SERVICES; TO PROVIDE DIAGNOSIS AND TREATMENT FOR PATIENTS; TO PROVIDE ASSOCIATED SERVICES, OUTPATIENT CARE AND HOME CARE IN FURTHERANCE OF THIS CORPORATION'S CHARITABLE PURPOSES. false false 0 0 0 SUTTER MEDICAL CENTER CASTRO VALLEY HAS BEEN ESTABLISHED TO CONTRIBUTE TO THE GROWTH, DEVELOPMENT AND FINANCIAL STRENGTH OF SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION AND ALL ITS AFFILIATED CORPORATIONS THAT COMPRISE AN INTEGRATED HEALTH SYSTEM. THIS ORGANIZATION WHICH WAS IN START UP MODE IN 2010 IS BUILDING A 130 BED ACUTE CARE HOSPITAL DUE TO BE COMPLETED IN 2012. WHEN COMPLETED, THE $310 MILLION FACILITY WILL SERVE THE CITY OF CASTRO VALLEY, CALIFORNIA AND SURROUNDING COMMUNITIES. 0 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 true false false false false false false false false false false false false false false false true true true false false true 0 0 0 false false false false false false false false false false X 3 2 false false false false true true true true true false false false true true true true true true true false CA X Jim Reich 9162866665 2200 River Plaza Drive Sacramento CA 95833 X ED BERDICK 1.00 X X 0 1409116 848319 TED SAENGER 1.00 X X 0 0 0 KENT MEYERS 1.00 X 0 0 0 AMY CELLA 1.00 X 0 350900 116305 BRIAN HUNTER 1.00 X 0 583847 131007 ROBERT PETRINA 1.00 X 0 319055 67604 DAVID BENN 0.00 X 0 965529 565375 JOE HIRT 0.00 X 0 446974 148203 LAURENCE DEMPSEY 0.00 X 0 375855 101900 STEVEN MITCHELL 0.00 X 0 445668 99400 0 4896944 2078113 0 true true false 0 0 0 0 0 0 0 0 0 0 0 0 0 0 138433 0 138433 2550344 0 0 2550344 0 0 0 0 2 0 0 0 2 0 2 0 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2688779 0 0 2688779 0 0 0 0 0 0 0 0 0 0 0 136379 136379 5700 5700 0 0 15632 15632 0 0 0 0 0 38282 38282 0 0 0 3932991 3932991 0 292519 292519 0 0 0 0 0 4421503 0 4421503 0 0 48725 20039204 0 68935 271263075 0 161074787 271263075 16034 78034668 0 0 0 0 0 2936156 161139546 372342038 20429 6113977 0 287395685 0 0 20429 293509662 X 161119117 78832376 161119117 78832376 161139546 372342038 X -1732724 -80554017 X false true true X false X 17407749 17407749 0 0 0 253855326 253855326 271263075 0 0 2554210 4405871 -1851661 0 0 0 0 0 0 -1851661 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 FIN 48 (ASC 740) footnote Schedule D, 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 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 FOR-PROFIT SUBSIDIARIES AND 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, 2011 AND 2010, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS. false true false false false false false true false ED BERDICK 0 842726 0 549089 0 17301 0 828633 0 19686 0 2257435 0 549089 ROBERT PETRINA 0 177261 0 141359 0 435 0 63445 0 4159 0 386659 0 141359 AMY CELLA 0 230108 0 116305 0 4487 0 103052 0 13253 0 467205 0 83438 BRIAN HUNTER 0 409121 0 111033 0 63693 0 112705 0 18302 0 714854 0 125308 DAVID BENN 0 635937 0 323427 0 6165 0 546680 0 18695 0 1530904 0 406155 LAURENCE DEMPSEY 0 292623 0 79021 0 4211 0 88660 0 13240 0 477755 0 93721 JOE HIRT 0 344403 0 96342 0 6229 0 130059 0 18144 0 595177 0 113942 STEVEN MITCHELL 0 341888 0 102349 0 1431 0 92220 0 7180 0 545068 0 124273 CEO COMPENSATION SCHEDULE J, PART I, LINE 3 THE CEO OF THE ORGANIZATION IS AN EMPLOYEE OF SUTTER HEALTH. 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. Supplemental nonqualified retirement plan Schedule J, Part I, Line 4b THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS 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 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% 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. CHFFA 2011B 521643828 13033LKW6 2011-02-10 470318145 CONSTRUCTION OF NEW HOSPITAL false false false 0 0 474920124 0 0 0 0 0 0 325553395 0 149366729 false false true true false false false false 0.0000 0.0000 0.0000 true false false false 0.0 false 0.0 false false SUPPLEMENTAL INFORMATION PART VI 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(E), THE SCHEDULE K FOR THIS ORGANIZATION IS REPORTING INFORMATION FOR THE ENTIRE BOND ISSUE. THE FILING ORGANIZATION RECEIVED BOND PROCEEDS IN THE AMOUNT OF: $287,141,586. ISSUANCE COSTS FROM PROCEEDS: PART II, LINE 7 ISSUANCE COSTS WERE FUNDED THROUGH EQUITY CONTRIBUTIONS. PRIVATE BUSINESS USE PART III ISSUED TO CONSTRUCT AND EQUIP A NEW HOSPITAL THAT WAS NOT SUBSTANTIALLY COMPLETE IN 2011 AND, THUS, NOT YET OCCUPIED. Classes of members or stockholders Form 990, Part VI, Section A, Line 6 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. Members or stockholders electing members of governing body Form 990, Part VI, Section A, Line 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. Decisions requiring approval by members or stockholders Form 990, Part VI, Section A, Line 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. Review of form 990 by governing body Form 990, Part VI, Section B, 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. Conflict of interest policy Form 990, Part VI, Section B, Line 12c 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 used to establish compensation of top management official Form 990, Part VI, Section B, Line 15a 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) 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. Process used to establish compensation of other officers/key employees Form 990, Part VI, Section B, Line 15b 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) 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. Governing documents, conflict of interest policy and financial statements available to the public Form 990, Part VI, Section C, 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. COMPENSATION, HOURS PER WEEK RELATED ORGANIZATIONS FORM 990, PART VII, SECTION A THE FOLLOWING BOARD MEMBERS/OFFICERS ARE FULL-TIME (40 HOURS PER WEEK) EMPLOYEES OF SUTTER HEALTH AND THEIR SUTTER HEALTH SALARY IS REPORTED THEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS/OFFICERS OF THIS ORGANIZATION: ED BERDICK, ROBERT PETRINA, BRIAN HUNTER, AND AMY CELLA. Other changes in net assets or fund balances Form 990, Part XI, Line 5 NET UNREALIZED GAINS (LOSSES) ON INVESTMENTS - -1670204; EQUITY TRANSFERS - -78883813; ADOLESCENT TREATMENT CENTERS INC 390 40TH STREET OAKLAND CA 94609 680088443 HEALTH CARE 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) 11 - Type I SUTTER EBH true CALIFORNIA PACIFIC MEDICAL CENTER FOUNDATION 2015 STEINER STREET 2ND FLOOR SAN FRANCISCO CA 94115 942728423 FUNDRAISING CA 501(C)(3) 11 - Type I SUTTER WBH true DELTA MEMORIAL HOSPITAL FOUNDATION 3901 LONE TREE WAY ANTIOCH CA 94509 942417022 FUNDRAISING CA 501(C)(3) 11 - Type I SUTTER EBH true EAST BAY PERINATAL CENTER 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 510172285 HEALTH CARE 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 HEALTH true MARIN COMMUNITY HEALTH 250 BON AIR ROAD GREENBRAE CA 94904 942994751 SUPPORTING ORGANIZATION CA 501(C)(3) 11 - Type II SUTTER HEALTH true MILLS-PENINSULA HEALTH SERVICES 1501 TROUSDALE DRIVE BURLINGGAME CA 94010 941156265 HOSPITAL CA 501(C)(3) 3 PAMF true MILLS-PENINSULA HOSPITAL FOUNDATION 1501 TROUSDALE DRIVE BURLINGGAME CA 94010 237288765 FUNDRAISING CA 501(C)(3) 11 - Type I MPHS true PALO ALTO MEDICAL FOUNDATION 2350 EL CAMINO REAL MOUNTAIN VIEW CA 94040 941156581 HEALTH CARE CA 501(C)(3) 3 SUTTER HEALTH true SAMUEL MERRITT UNIVERSITY 450 30TH STREET 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 SHSSR true SUTTER CENTRAL VALLEY HOSPITALS 1800 COFFEE ROAD SUTIE 76 MODESTO CA 95355 941080917 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER COAST HOSPITAL 800 E WASHINGTON BLVD CRESCENT CITY CA 95531 942988520 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER DAVIS HOSPITAL FOUNDATION PO BOX 1617 DAVIS CA 95617 680217870 FUNDRAISING CA 501(C)(3) 11 - Type I SHSSR true SUTTER EAST BAY HOSPITALS 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 941196176 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER EAST BAY MEDICAL FOUNDATION 3687 MT DIABLO BLVD LAFAYETTE CA 94549 942690415 HEALTH CARE CA 501(C)(3) 3 SUTTER HEALTH true SUTTER GOULD MEDICAL FOUNDATION 600 COFFEE ROAD MODESTO CA 95355 941682256 HEALTH CARE CA 501(C)(3) 3 SUTTER HEALTH true SUTTER HEALTH 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 942788907 SUPPORTING ORGANIZATION CA 501(C)(3) 11 - Type III - FI NA false SUTTER HEALTH PACIFIC 91-2301 FT WEAVER ROAD EWA BEACH HI 96706 990298651 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER HEALTH SACRAMENTO SIERRA REGION PO BOX 160727 SACRAMENTO CA 95816 941156621 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 1100 HONOLULU HI 96813 990289310 INSURANCE SERVICES HI 501(C)(3) 11 - Type II SUTTER HEALTH true SUTTER MEDICAL CENTER CASTRO VALLEY 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 770146047 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER MEDICAL CENTER FOUNDATION PO BOX 160727 SACRAMENTO CA 95816 942788906 FUNDRAISING CA 501(C)(3) 7 SHSSR true SUTTER MEDICAL FOUNDATION 2800 L STREET 7TH FLOOR SACRAMENTO CA 95816 680273974 HEALTH CARE CA 501(C)(3) 11 - Type II SUTTER HEALTH true SUTTER ROSEVILLE MEDICAL CENTER FOUNDATION ONE MEDICAL PLAZA ROSEVILLE CA 95661 680040113 FUNDRAISING CA 501(C)(3) 7 SHSSR true SUTTER SOLANO CHARITABLE FOUNDATION 300 HOSPITAL DRIVE VALLEJO CA 94589 942668262 FUNDRAISING CA 501(C)(3) 7 SHSSR true SUTTER VISITING NURSE ASSOCIATION AND HOSPICE 1900 POWELL ST 300 EMERYVILLE CA 94608 946068843 HEALTH CARE CA 501(C)(3) 9 SUTTER HEALTH true SUTTER WEST BAY HOSPITALS 2333 BUCHANAN STREET SAN FRANCISCO CA 94115 940562680 HOSPITAL CA 501(C)(3) 3 SUTTER HEALTH true SUTTER WEST BAY MEDICAL FOUNDATION 2015 STEINER STREET 1ST FLOOR SAN FRANCISCO CA 94115 942948131 HEALTH CARE CA 501(C)(3) 3 SUTTER HEALTH true TRACY HOSPITAL FOUNDATION 1420 N TRACY BLVD TRACY CA 95376 680318845 FUNDRAISING CA 501(C)(3) 11 - Type I SCVH true MAGNETIC IMAGING AFFILIATES 175 LENNON WALNUT CREEK CA 94598 942953833 PATIENT CARE CA N/A SURGICAL CENTER OF ABSMC 3875 TELEGRAPH OAKLAND CA 94609 470946086 OUTPATIENT SURGERY CA N/A ALTA CT SERVICES LLP 175 LENNON WALNUT CREEK CA 94598 943083464 PATIENT CARE CA N/A CALIFORNIA PACIFIC ADV IMAGING PO BOX 6102 NOVATO CA 94948 562311840 MRI JOINT VENTURE CA N/A SAN FRANCISCO ENDOSCOPY CTR 3000 RIVERCHASE BIRMINGHAM AL 35244 912160588 ENDOSCOPY JV CA N/A PRESIDIO SURGERY CTR 1635 DIVISADERO SAN FRANCISCO CA 94115 320144060 AMBULATORY SURGERY CA N/A SUTTER FAIRFIELD SURGERY CTR 2700 LOW CT FAIRFIELD CA 94533 300233892 SURGERY CA N/A TWIN CITIES SURGICAL HOSPITAL 250 S WACKER CHICAGO IL 60606 352182617 SURGERY CA N/A HEALTH VENTURES INC 350 HAWTHORNE ST OAKLAND CA 94609 942918780 HEALTH SERVICES CA NA C CORPORATION false false false false false false false true true false false false false false false false false false