2012-10-19T17:40:13-05:00 2011-12-31 ERNST & YOUNG US LLP 178 S RIO GRANDE STREET SUITE 400 SALT LAKE CITY UT 84101 990 2011-01-01 942948131 SUTTER WEST BAY MEDICAL FOUNDATION % JAMES VAUGHN SUTT 9162866665 2015 STEINER STREET 1ST FLOOR SAN FRANCISCO CA 94115 JOHN GATES 9162866665 2012-10-15 true 8013503300 2011 2016-02-24 21:20:13Z MARTIN BROTMAN MD 2015 STEINER STREET SAN FRANCISCO CA 94115 180598029 false X WWW.SUTTERHEALTH.ORG X 1984 CA SEE SCHEDULE O 28 23 774 0 0 1654200 1625980 153873734 178883253 35879 17223 0 -16114 155563813 180510342 83217 96990 0 0 44543797 51335736 0 0 0 137859192 154118362 182486206 205551088 -26922393 -25040746 40277335 43346768 11736389 16297697 28540946 27049071 X SEE SCHEDULE O false false 201690905 96990 178883253 SEE SCHEDULE O 201690905 true true false false false false false false false false true false true true true true false true false false false false false false false false false true false true false false false false false false false true false false false false false true true true false false true 249 0 true 774 true false false false false false false false false false false X 28 23 false false false false true true true true true false false true true true true true true true true true true CA X JAMES VAUGHN 4156004262 2015 STEINER STREET SAN FRANCISCO CA 94115 X REVEREND MARC ANDRUS 10.0 X 0 0 0 MARTIN BROTMAN MD 10.0 X X 0 1374850 713389 WILLIAM BRUNETTI 10.0 X 0 0 0 THEODORE DEIKEL 10.0 X 0 0 0 THOMAS DIETZ PHD 10.0 X 0 0 0 ROY EISENHARDT 10.0 X 0 0 0 PAT FRY 10.0 X 0 3045216 2196089 PETER FULCHIRON 10.0 X X 0 0 0 PETER JACOBI 10.0 X 0 0 0 JOAN KAHR 10.0 X 0 0 0 STEVEN KATZNELSON MD 10.0 X 0 0 0 RON KAUFMAN 10.0 X 0 0 0 STEVEN LEVENBERG DO 10.0 X 0 0 0 TOM LINCOLN 10.0 X 0 0 0 ALASTAIR MACTAGGART 10.0 X 0 0 0 ANTHONY MILES 10.0 X 0 0 0 SCOTT MINICK 10.0 X 0 0 0 CYNTHIA NESTLE 10.0 X 0 0 0 DENNIS O'CONNELL 10.0 X 0 0 0 STEVEN OLIVER 10.0 X 0 0 0 ROBERT OSORIO MD 10.0 X 0 0 0 ROBERT ROSENSFELD 10.0 X 0 0 0 LEO SOONG 10.0 X X 0 0 0 ROSS E STROMBERG JD 10.0 X 0 0 0 ROBERT TOMASELLO 10.0 X X 0 0 0 MICHAEL VALAN MD 10.0 X 0 0 0 ANTHONY G WAGNER 10.0 X 0 0 0 DEBORAH WYATT MD 10.0 X 0 0 0 MICHAEL DUNCHEON 10.0 X 0 405094 152376 JOHN GATES 10.0 X 0 735733 275268 TONI BRAYER 10.0 X 0 599216 212759 MORRIS FLAUM MD 10.0 X 0 868347 34643 ANABEL ANDERSON IMBERT MD 40.0 X 0 548412 120182 MARC LAMONICA 40.0 X 253600 32536 85772 CHISTOPHER E ROGERS 40.0 X 0 255664 37642 LYNN TROMBLE 40.0 X 0 339220 39445 DOUGLAS WONG 40.0 X 215760 0 23262 MARGARET E DRACKER 40.0 X 182862 0 31655 RODNEY D SHILLINGER 40.0 X 175271 0 23023 KARMI SODER 40.0 X 168645 0 26743 MATTHEW BUTLER 40.0 X 152275 0 13179 ED BERDICK 0.0 X 0 1409116 848319 1148413 9613404 4833746 52 true true false PHYSICIAN FOUNDATION MEDICAL ASSOCI 2000 POWELL ST STE 200 EMERYVILLE CA 94608 MEDICAL SERVICES 52050437 SUTTER MEDICAL GROUP OF THE REDWOOD 3883 AIRWAY DR STE 300 SANTA ROSA CA 95403 MEDICAL SERVICES 28619236 MARIN HEADLANDS MED GROUP INC 2000 POWELL ST STE 200 EMERYVILLE CA 94608 MEDICAL SERVICES 3523734 ALLIANCE HEALTHCARE SVC INC PO BOX 55826 LOS ANGELES CA 90074 CONTRACTED SERVICES 993100 ROBERT HALF INTL INC FILE 73484 PO BOX 60000 SAN FRANCISCO CA 941603484 STAFFING SERVICES 802244 39 1625980 1625980 PATIENT SERVICE REVENUE 622110 175306176 175306176 NORTH BAY K-1 ORDINARY INCOME 622110 1981515 1981515 ASC OPERATORS SR ORDINARY INCOME 622110 1156433 1156433 ASC OPERATORS SF ORDINARY INCOME 622110 439129 439129 178883253 20850 20850 0 0 67946 84060 -16114 -16114 -16114 3627 -3627 -3627 -3627 0 0 0 0 180510342 178883253 1109 96990 96990 0 0 0 253600 253600 0 33135090 32409811 725279 0 1645402 1597162 48240 0 13677287 13243102 434185 0 2624357 2547417 76940 0 11861673 9579852 2281821 0 1324962 1324962 0 0 495257 495257 0 0 0 0 25156 0 25156 0 85727803 85727803 0 0 456368 456368 0 0 2456008 2456008 0 0 5093945 5093945 0 0 0 9456019 9456019 0 0 541368 541368 0 0 0 585185 585185 0 0 576130 576130 0 0 0 4456183 4456183 0 0 1786571 1786571 0 0 PURCHASED SERVICES 17094676 17079714 14962 0 MEDICAL SUPPLIES 5677258 5677258 0 0 CHARGEBACKS 3220931 3220931 0 0 ALL OTHER EXPENSES 3282869 3282869 0 0 205551088 201690905 3860183 0 0 0 5532573 4310806 0 0 14004400 12992397 0 0 0 0 0 0 3374 0 891683 1017751 31480230 13631654 13554650 17848576 0 0 0 0 3192241 4562337 0 0 3098414 2614901 40277335 43346768 11477898 15422522 0 0 0 0 0 0 0 0 0 0 0 0 0 0 258491 875175 11736389 16297697 X 28521048 27029173 19898 19898 0 0 28540946 27049071 40277335 43346768 X -25040746 23548871 X false true true X false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 11445091 3328991 8116100 17175233 10302663 6872570 2859906 0 2859906 17848576 NB SURGERY CTR LLC 1502044 C ASC SANTA ROSA LLC 1612878 C ASC SAN FRANCISCO LLC 1447415 C 4562337 INTERCOMPANY RECEIVABLES 1988866 OTHER RECEIVABLES 446332 CAPITATION RECEIVABLES 106000 OTHER ASSETS 73703 2614901 0 INSURANCE LIABILITIES 69111 CAPITAL LEASES 64391 OTHER LIABILITIES 741673 875175 FIN48 (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 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. true AMERICAN HEART ASSOCIATION INC 100 MONTGOMERY ST SAN FRANCISCO CA 94104 135613797 501(C)(3) 25000 GENERAL SUPPORT NORTHERN CALIFORNIA CENTER FOR WELL-BEING 365 TESCONI CIRCLE SANTA ROSA CA 95401 931144835 501(C)(3) 22000 SANTA ROSA MEMORIAL HOSPITAL 1165 MONTGOMERY DR SANTA ROSA CA 95402 941231005 501(C)(3) 10000 CITY OF SANTA ROSA AMGEN TOUR PO BOX 1806 SANTA ROSA CA 95402 946000428 10000 4 0 PROCEDURES FOR MONITORING THE USE OF GRANT FUNDS PART I, QUESTION 2 THE SUTTER HEALTH SYSTEM HAS AN OVERLAP IN LEADERSHIP WHICH MONITORS THE USE OF GRANTS BETWEEN AFFILIATES. X X true true X X X X 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 TONI BRAYER 0 439358 0 158102 0 1756 0 194426 0 18333 0 811975 0 185605 MARTIN BROTMAN MD 0 956111 0 407007 0 11732 0 694351 0 19038 0 2088239 0 407007 MICHAEL DUNCHEON 0 341507 0 56950 0 6637 0 134182 0 18194 0 557470 0 56950 MORRIS FLAUM MD 0 666953 0 197367 0 4027 0 29003 0 5640 0 902990 0 197367 PAT FRY 0 1556049 0 1472283 0 16884 0 2163921 0 32168 0 5241305 0 1637694 JOHN GATES 0 523371 0 177579 0 34783 0 258736 0 16532 0 1011001 0 151681 ANABEL ANDERSON IMBERT MD 0 411262 0 133759 0 3391 0 119157 0 1025 0 668594 0 155459 MARC LAMONICA 212188 32536 41113 0 299 0 10017 55104 18737 1914 282354 89554 0 0 CHISTOPHER E ROGERS 0 161237 0 94217 0 210 0 27231 0 10411 0 293306 0 102942 LYNN TROMBLE 0 240001 0 72514 0 26705 0 31202 0 8243 0 378665 0 72514 DOUGLAS WONG 154968 0 60000 0 792 0 8825 0 14437 0 239022 0 0 0 MARGARET E DRACKER 164740 0 17606 0 516 0 7479 0 24176 0 214517 0 0 0 RODNEY D SHILLINGER 157547 0 16932 0 792 0 7169 0 15854 0 198294 0 0 0 KARMI SODER 151906 0 16619 0 120 0 6898 0 19845 0 195388 0 0 0 MATTHEW BUTLER 110854 0 11987 0 29434 0 6228 0 6951 0 165454 0 0 0 RELEVANT INFORMATION REGARDING COMPENSATION ITEMS PART I, QUESTION 1A FIRST-CLASS TRAVEL: CERTAIN OFFICERS AND KEY EMPLOYEES OF SUTTER HEALTH MAY UPGRADE TO FIRST-CLASS TRAVEL FOR FLIGHTS GREATER THAN FOUR HOURS IN DURATION. 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. PHYSICIAN FOUNDATION MEDICAL ASSOCI SEE PART V 52050437 SEE PART V false MARIN HEADLANDS MEDICAL GROUP SEE PART V 3523734 SEE PART V false BROWN TOLAND MEDICAL GROUP SEE PART V 137010 SEE PART V false SUTTER MEDICAL GROUP OF THE REDWOOD SEE PART V 28619236 SEE PART V false DESCRIPTION OF BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS PART IV, COLUMN D 1) MICHAEL VALAN, MD, A TRUSTEE OF SUTTER WEST BAY MEDICAL FOUNDATION (SWBMF), IS ALSO A SHAREHOLDER AND BOARD CHAIR OF PHYSICIAN FOUNDATION MEDICAL ASSOCIATES, INC. (PFMA). DURING THE YEAR, PFMA PROVIDED MEDICAL SERVICES TO SWBMF VIA A PHYSICIAN SERVICES AGREEMENT. 2) MICHAEL VALAN, MD IS A TRUSTEE OF SUTTER WEST BAY MEDICAL FOUNDATION (SWBMF). HIS SPOUSE IS EMPLOYED WITH MARIN HEADLANDS MEDICAL GROUP (MHMG). MHMG PROVIDED MEDICAL SERVICES TO SWBMF VIA A PHYSICIAN SERVICES AGREEMENT. 3) MARTIN BROTMAN, MD, ROBERT OSORIO, MD, AND MICHAEL VALAN, MD ARE TRUSTEES OF SUTTER WEST BAY MEDICAL FOUNDATION (SWBMF) AND ARE ALSO MEMBERS OF BROWN & TOLAND MEDICAL GROUP (BTMG). DURING THE YEAR, BTMG PROVIDED MEDICAL SERVICES TO SWBMF VIA A PHYSICIAN SERVICES AGREEMENT. 4) STEVEN LEVENBERG, DO, A TRUSTEE OF SUTTER WEST BAY MEDICAL FOUNDATION (SWBMF), IS SECRETARY AND SHAREHOLDER OF SUTTER MEDICAL GROUP OF THE REDWOODS (SMGR). DURING THE YEAR, SMGR PROVIDED MEDICAL SERVICES TO SWBMF VIA A PHYSICIAN SERVICES AGREEMENT. MISSION STATEMENT & EXEMPT PURPOSE ACHIEVEMENTS FORM 990, PART I, LINE 1, AND PART III, LINE 1 AND LINE 4A SUTTER WEST BAY MEDICAL FOUNDATION IS COMMITTED TO THE FOLLOWING MISSION: 1. PROMOTE COMMUNITY HEALTH THROUGH THE PROVISION OF HEALTH CARE SERVICES TO THE SICK, INJURED AND DISABLED. 2. ESTABLISH, EQUIP AND MAINTAIN OUTPATIENT LOCATIONS THROUGHOUT NORTHERN CALIFORNIA FOR THE PROVISION OF HEALTH CARE SERVICES. THESE SERVICES ARE PARTICULARLY FOCUSED ON MEDICAL SERVICES INVOLVING ORGAN TRANSPLANTATION, CHILDREN WITH SPECIAL MEDICAL NEEDS, AND WOMEN IN ADVANCED STAGE OF HIGH-RISK PREGNANCY. 3. ACQUIRE, EQUIP, OWN AND OPERATE FACILITIES FOR THE CARE, DIAGNOSIS AND MEDICAL TREATMENT FOR PERSONS SUFFERING FROM MENTAL OR PHYSICAL ILLNESS, DISEASE OR DISABILITY, INCLUDING SUCH PERSONS WHO ARE FINANCIALLY UNABLE TO PAY ALL OR PART OF THE COST OF SUCH. 4. PROMOTE AND CARRY ON EDUCATIONAL ACTIVITIES RELATED TO THE CARE OF THE SICK, INJURED AND DISABLED, OR TO THE PROMOTION OF HEALTH. 5. SUPPORT MEDICAL EDUCATION OF RESIDENTS AND FELLOWS THROUGH CLASSROOM LECTURES, MEDICAL ROUNDS, AND "HANDS ON" TEACHING IN THE OUTPATIENT CLINICS. 6. PROMOTE AND CARRY ON SCIENTIFIC AND MEDICAL RESEARCH AS MAY BE DEEMED ADVISABLE FOR THE BETTERMENT OF THE GENERAL HEALTH OF THE COMMUNITY SERVED. 7. PROVIDE MEDICAL RESEARCH DATA TO ORGANIZATIONS SUCH AS THE MUSCULAR DYSTROPHY ASSOCIATION AND VARIOUS ORGAN PROCUREMENT ORGANIZATIONS. 8. SERVE AS PROFESSIONAL REVIEWERS OF MEDICAL JOURNALS. 9. PROMOTE AND CARRY ON SUCH OTHER ACTIVITIES AS MAY BE DEEMED ADVISABLE FOR THE BETTERMENT OF THE GENERAL HEALTH OF THE COMMUNITY SERVED. 10. IMPROVE ACCESS TO HEALTH CARE SERVICES FOR INDIVIDUALS WHO ARE UNABLE TO AFFORD THEM, AND PARTICIPATE IN PROGRAMS OPERATED PURSUANT TO TITLES XVIII AND XIX OF THE SOCIAL SECURITY ACT. 11. CONTRIBUTE TO THE GROWTH AND DEVELOPMENT, AND FINANCIAL STRENGTH OF SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION, AND ALL ITS AFFILIATED CORPORATIONS THAT COMPRISE A MULTI-INSTITUTIONAL, MULTI-SERVICE INTEGRATED HEALTH CARE SYSTEM. DURING THE YEAR, SUTTER WEST BAY MEDICAL FOUNDATION SERVED 52,740 PATIENTS. 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. A COPY OF THE FORM 990 HAS BEEN PROVIDED TO ALL MEMBERS OF THE GOVERNING BODY BEFORE FILING THE FORM. 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 LEADERS 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. HOURS PER WEEK DEVOTED TO RELATED ORGANIZATION FORM 990, PART VII THE FOLLOWING BOARD MEMBERS OF THE ORGANIZATION ARE FULL-TIME EMPLOYEES (40 HOURS PER WEEK) OF SUTTER HEALTH AND THEIR SUTTER HEALTH SALARIES ARE REPORTED HEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION. TONI BRAYER MARTIN BROTMAN MICHAEL DUNCHEON MORRIS FLAUM PAT FRY JOHN GATES OTHER CHANGES IN NET ASSETS OR FUND BALANCE FORM 990, PART XI, LINE 5 BOOKED HEALTHCARE INVESTMENT $ 3,256,037 K-1 ORDINARY INCOME (3,577,077) K-1 INTEREST INCOME (54) K-1 SECTION 1231 LOSS 3,627 EQUITY TRANSFER 23,857,709 CHANGE IN UNREALIZED GAIN/(LOSS)ON INVESTMENTS 8,629 ------------- TOTAL $ 23,548,871 ============= 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) 11a - I SUTTER EBH true CALIFORNIA PACIFIC MEDICAL CTR FOUND 2015 STEINER STREET 2ND FLOOR SAN FRANCISCO CA 94115 942728423 FUNDRAISING CA 501(C)(3) 11a - I 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 350 HAWTHORNE AVE 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 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) 11a - I 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) 11a - I 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 EAST BAY MEDICAL FOUNDATION 3687 MT DIABLO BLVD 200 LAFAYETTE CA 94549 942690415 HEALTHCARE 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 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 2800 L STREET 7TH FLOOR SACRAMENTO CA 95816 942788906 FUNDRAISING CA 501(C)(3) 7 SUTTER SSR true SUTTER MEDICAL CENTER CASTRO VALLEY 20130 LAKE CHABOT RD 103 CASTRO VALLEY CA 94546 770146047 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER MEDICAL FOUNDATION 2800 L STREET 7TH FLOOR SACRAMENTO CA 95816 680273974 HEALTH CARE 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 HEALTH CARE 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 TRACY HOSPITAL FOUNDATION 1420 N TRACY BLVD TRACY CA 95376 680318845 FUNDRAISING CA 501(C)(3) 11a - I SUTTER CVH true MAGNETIC IMAGING AF 175 LENNON WLN CK CA 94598 942953833 PATIENT CARE CA NA N/A SURG CTR OF ABSMC 3875 TELEGRAPH OAKLAND CA 94609 470946086 OUTPATIENT SURG CA NA N/A ALTA CT SERVICES LP 175 LENNON WLN CK CA 94598 943083464 PATIENT CARE CA NA N/A CALIFORNIA PACIFIC ADV IMAGING LLC PO BOX 6102 NOVATO CA 94948 562311840 MRI JOINT VENTURE CA NA N/A SAN FRANCISCO ENDOSCOPY CENTER LLC 3000 RIVERCHASE BIRMINGHAM AL 35244 912160588 ENDOSCOPY JV CA NA N/A PRESIDIO SURGERY CENTER LLC 1635 DIVISADERO SF CA 94115 320144060 AMBULATORY SURG CA NA N/A SUTTER FAIRFIELD SURGERY CTR 2700 LOW CT FAIRFIELD CA 94533 300233892 SURGERY CA NA N/A TWIN CITIES SURGICAL HOSPITAL LLC 250 S WACKER CHICAGO IL 60606 352182617 SURGERY CA NA N/A HEALTH VENTURES INC 350 HAWTHORNE ST OAKLAND CA 94609 942918780 HEALTH SERVICE CA NA C CORP false false true false false false false false false false true false false false true true true true SUTTER WEST BAY HOSPITALS K 23202611 FMV SUTTER WEST BAY HOSPITALS O 902024 FMV SUTTER WEST BAY HOSPITALS P 247175 FMV CALIFORNIA PACIFIC MEDICAL CTR FOUND C 1625980 FMV