2011-10-18T11:10:57-04:00 2010-12-31 ERNST & YOUNG US LLP 178 S RIO GRANDE STREET SUITE 400 SALT LAKE CITY UT 84101 990 2010-01-01 942690415 SUTTER EAST BAY MEDICAL FOUNDATION SUTT 9162866665 3687 MT DIABLO BLVD SUITE 200 LAFAYETTE CA 94549 WOJTEK NOWAK 9162866665 2011-10-11 8013503300 2010 2016-03-07 17:11:31Z LEN ALISON 3687 MT DIABLO BLVD STE 200 LAFAYETTE CA 94549 93554195 false X WWW.SUTTERHEALTH.ORG X 1980 CA SEE SCHEDULE O 20 19 303 0 0 0 1000 77074423 93438748 23270 26594 68604 79068 77166297 93545410 40000 37000 0 0 13017880 15232644 0 0 0 73181913 86779069 86239793 102048713 -9073496 -8503303 30606334 31706773 8192127 5999843 22414207 25706930 X SEE SCHEDULE O false false 85971776 37000 93438748 SEE SCHEDULE O 85971776 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 true false false false false false true false false false false true 1227 0 303 true false false false false false false false false false false X 20 19 false false false false true true true true true false false false true true true true true true true false CA X WOJTEK NOWAK 5102046601 3687 MT DIABLO BLVD SUITE 200 LAYFAYETTE CA 94549 CHRISTOPHER BECNEL 1.0 X 0 0 0 ED BERDICK 1.0 X X 0 1403417 648513 JAMES G CUTHBERTSON MD 1.0 X 0 0 0 MICHAEL DAVIES 1.0 X 0 0 0 DAVID DAVINI 1.0 X 0 0 0 WILLIAM R DEWOLF MD 1.0 X 0 0 0 MICHAEL DIGIACOMO DPM 1.0 X 0 0 0 THOMAS DRESE 1.0 X X 0 0 0 VINCENT FORTE 1.0 X 0 0 0 DAVID L FREY 1.0 X 0 0 0 OWEN GARRICK MD 1.0 X 0 0 0 ROGER HENRY JR 1.0 X 0 0 0 CORNELIUS HOPPER MD 1.0 X 0 0 0 BARRY HORN MD 1.0 X 0 0 0 DAHLIA MOODIE 1.0 X 0 0 0 KENT MYERS 1.0 X X 0 0 0 DONALD G NELSON 1.0 X 0 0 0 JEFFREY B RANDALL MD 1.0 X 0 0 0 THEODORE SAENGER 1.0 X X 0 0 0 ANNETTE M SHAIEB MD 1.0 X 0 0 0 LEN ALISON 40.0 X 0 463754 165286 DAVID BRADLEY 2.0 X 0 849776 315851 AMY CELLA 1.0 X 0 313086 112227 WARREN KIRK 2.0 X 0 1040973 214353 ROBERT PETRINA 1.0 X 0 628489 193196 KAREN KALKOWSKI 40.0 X 0 235339 82212 WOJTEK NOWAK 40.0 X 0 319405 90859 GEORGE M BAUTISTA 40.0 X 106434 0 19637 VIOLA LAQUAY 40.0 X 120809 0 24551 CATHERINE PROSSER 40.0 X 118867 0 17794 JAQUELINE RAYFORD 40.0 X 113036 0 19620 ANGELINA YU 40.0 X 161518 0 15748 620664 5254239 1919847 6 false true false EAST BAY PHYSICIANS MEDICAL GROUP 3687 MT DIABLO BLVD LAFAYETTE CA 94549 MEDICAL SERVICES 40511243 SUTTER CONNECT CARE OF FINANCE DEPT PO BOX 25544 SACRAMENTO CA 95865 MANAGEMENT SERVICES 3517468 DOME CONSTRUCTION 2121 OAKDALE AVE SAN FRANCISCO CA 94124 CONSTRUCTION MGMT 815243 AEROTEK INC 3689 COLLECTION CENTER DR CHICAGO IL 60693 STAFFING SERVICES 591759 INTL PROGRAMMING AND SYSTEMS INC 1875 SO GRANT ST STE 300 SAN MATEO CA 944022668 CONSULTING 499680 11 1000 1000 PATIENT SERVICE REVENUE 900099 93438748 93438748 93438748 26594 26594 0 0 87853 8785 79068 79068 79068 0 0 0 0 0 93545410 93438748 0 105662 37000 37000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 10153118 5955409 4197709 0 0 0 0 0 4987822 2925655 2062167 0 91704 53790 37914 0 1035966 0 1035966 0 54112 0 54112 0 15792 0 15792 0 0 0 0 0 0 0 40134 0 40134 0 1685862 0 1685862 0 56454 0 56454 0 329765 0 329765 0 1701652 1701652 0 0 0 0 0 0 4497122 4497122 0 0 50336 29525 20811 0 0 0 0 0 51920 30454 21466 0 471000 0 471000 0 0 0 0 0 2694937 2694937 0 0 141426 141426 0 0 MEDICAL GROUP COMPENSATION 40511243 40511243 0 0 CAPITATED PURCHASED SERVICES 12612401 12612401 0 0 PURCHASED SERVICES 11655479 6425516 5229963 0 PROVISIONS FOR BAD DEBTS 3015478 3015478 0 0 SUPPLIES 4187604 4184419 3185 0 1970386 1155749 814637 0 102048713 85971776 16076937 0 3327544 3488225 4801669 6722830 119624 175913 27741002 7339210 21154408 20401792 1203089 918013 30606334 31706773 6213025 4018131 1979102 1981712 8192127 5999843 X 22339869 25632592 74338 74338 22414207 25706930 30606334 31706773 X -8503303 11796026 X false true true X X X SUTTER EAST BAY HOSPITALS (FKA ABSMC) 941196176 03 true 0 SUTTER HEALTH 942788907 03 true 0 2 2749583 2749583 7649899 657859 6992040 8112554 3031385 5081169 8462816 3649967 4812849 766150 0 766150 20401791 0 INSURANCE LIABILITIES 11980 INTERCOMPANY PAYABLES 1930794 OTHER LIABITIES 38938 1981712 FIN 48 (ASC 740) FOOTNOTE FROM AUDIT PART XIV This organization was part of a consolidated financial system audit. The ASC 740 audit footnote disclosure for the Sutter system is as follows: Deferred income tax assets, which as of December 31, 2010 and 2009 were fully reserved, reflect the net tax effect of temporary differences between the carrying amounts of assets and the liabilities for financial reporting and the amounts used for income tax purposes. As of December 31, 2010 and 2009, Sutter had deferred tax assets of $13 (million) relating principally to net operating loss carryovers. As of December 31, 2010 and 2009, such deferred tax assets were offset by a valuation allowance of $13 (million). The valuation allowance did not change in 2010 or 2009. Federal net operating loss carryovers totaled $32 (million) at December 31, 2010 and will expire between 2015 and 2030. true EDEN HOSPITAL FOUNDATION 20103 LAKE CHABOT RD CASTRO VALLEY CA 94546 942883457 501(c)(3) 10000 COMMUNITY BENEFIT/DONATION MARCH OF DIMES 6536 TELEGRAPH AVE 201C OAKLAND CA 94609 131846366 501(c)(3) 9500 COMMUNITY BENEFIT/DONATION 2 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 X X true true X X X X false true false false false false false true false LEN ALISON 0 286467 0 173381 0 3906 0 147245 0 18041 0 629040 0 137987 ED BERDICK 0 804437 0 581230 0 17750 0 630154 0 18359 0 2051930 0 493734 DAVID BRADLEY 0 590355 0 254040 0 5381 0 305904 0 9947 0 1165627 0 317865 AMY CELLA 0 249776 0 59500 0 3810 0 97920 0 14307 0 425313 0 0 KAREN KALKOWSKI 0 201139 0 31000 0 3200 0 70249 0 11963 0 317551 0 37050 WARREN KIRK 0 673478 0 358489 0 9006 0 199631 0 14722 0 1255326 0 465402 WOJTEK NOWAK 0 261032 0 58000 0 373 0 80172 0 10687 0 410264 0 50525 ROBERT PETRINA 0 456281 0 170900 0 1308 0 179786 0 13410 0 821685 0 143669 ANGELINA YU 97756 0 0 63762 0 7252 0 8496 0 177266 0 0 0 RELEVANT INFORMATION REGARDING COMPENSATION ITEMS PART I, QUESTION 1A FIRST-CLASS TRAVEL: OFFICERS PAID BY SUTTER HEALTH MAY UPGRADE TO FIRST-CLASS TRAVEL FOR FLIGHTS GREATER THAN FOUR HOURS IN DURATION. TRAVEL FOR COMPANIONS: OFFICERS AND KEY EMPLOYEES PAID BY SUTTER HEALTH ARE ELIGIBLE TO BRING A COMPANION ON ONE BUSINESS TRIP PER CALENDAR YEAR AND HAVE THE COST OF THE AIRFARE AND MEALS PAID FOR BY SUTTER HEALTH. THE COST IS ADDED TO EMPLOYEE'S WAGES. 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. SUPPLEMENTAL COMPENSATION INFORMATION PART I, QUESTION 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. NONQUALIFIED RETIREMENT PLAN PART I, QUESTION 4B THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE ADDITIONAL DEFERRED COMPENSATION BENEFITS TO THE PARTICIPANTS, WHO ARE MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES, BY PROVIDING FOR THE PAYMENT OF DEFERRED COMPENSATION AFTER THE COMPLETION OF THE SPECIFIED NUMBER OF YEARS OF SERVICE. ANNUALLY, SUTTER HEALTH MAKES A CONTRIBUTION TO EACH PARTICIPANT'S ACCOUNT BASED ON 4% OF BASE PAY. THERE IS AN ADDITIONAL CONTRIBUTION FOR EXECUTIVES WHOSE PENSION ELIGIBLE EARNINGS WERE GREATER THAN THE PENSION PAY CAP IN THE PREVIOUS YEAR. THE CALCULATION IS AS FOLLOWS: * PENSION ELIGIBLE EARNINGS * LESS PENSION PAYCAP AMOUNT * TIMES A SPECIFIC % BASED ON YEARS OF SERVICE THE PENSION RESTORATION PLAN IS DESIGNED TO HELP MAXIMIZE EACH PARTICIPANT'S RETIREMENT POTENTIAL BY PROVIDING A TARGETED BENEFIT THAT, ALONG WITH EACH PARTICIPANT'S OTHER RETIREMENT INCOME, PROVIDES: * 65% OF FINAL 4-YEAR AVERAGE SALARY IF PARTICIPANT RETIRES AT AGE 65 WITH 22.5 YEARS OF SERVICE. * 50% OF FINAL 4-YEAR AVERAGE SALARY IF PARTICIPANT RETIRES AT AGE 65 WITH 15 YEARS OF SERVICE. SINCE IT IS A TARGETED BENEFIT, ANNUAL CONTRIBUTION AMOUNTS VARY BASED ON ASSUMPTIONS MADE TAKING INTO ACCOUNT EACH PARTICIPANTS' AGE, YEARS OF SERVICE, AND OTHER RETIREMENT ACCOUNT BALANCES. NAME AND AMOUNT FOR 2010 LEN ALISON 20,800 ED BERDICK 217,500 DAVID BRADLEY 43,000 AMY CELLA 13,400 KAREN KALKOWSKI 13,000 WARREN KIRK 120,100 WOJTEK NOWAK 10,500 ROBERT PETRINA 32,200 NON-FIXED PAYMENTS PART 1, 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 PLAN (LTPP) Sutter Health also employs long term performance plans which are designed to focus on longer term strategic objectives of the organization. Sutters 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 Healths overall Mission, Vision, and Values, Sutters long term incentive plan approach also incorporates a CEO discretionary component. This unique feature allows the President & CEO the ability 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 and are reviewed by the Compensation Committee. WILLIAM R DEWOLF MD TRUSTEE 40511243 SEE SCHEDULE L PART V false DESCRIPTION OF BUSINESS TRANSACTION INVOLVING INTERESTED PERSONS SCHEDULE L, PART IV WILLIAM DEWOLF, TRUSTEE OF SUTTER EAST BAY MEDICAL FOUNDATION (SEBMF), IS ALSO THE PRESIDENT OF EAST BAY PHYSICIANS MEDICAL GROUP (EBPMG). DURING THE YEAR, EBPMG PROVIDED MEDICAL SERVICES TO SEBMF VIA A PHYSICIAN SERVICES AGREEMENT. MISSION STATEMENT 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 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 160 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 SERVICES, 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 NATIONS' LEADING NOT-FOR-PROFIT NETWORKS OF COMMUNITY BASED HEALTH CARE PROVIDERS. WITH OVER 26 HOSPITALS (INCLUDING ALTA BATES SUMMIT MEDICAL CENTER, EDEN MEDICAL CENTER AND SAN LEANDRO HOSPITAL) 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. 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 11A 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, OFFICE OF THE GENERAL COUNSEL, AND HUMAN RESOURCES. ADDITIONALLY, THE CHIEF FINANCIAL OFFICER SIGNS OFF ON THIS DATA BEFORE THE RETURN GOES TO THE PREPARATION STAGE. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT AND THE AFFILIATE WITH THE CHIEF FINANCIAL OFFICER GIVING HIS/HER APPROVAL BEFORE THE RETURN IS FILED. DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST FORM 990, PART VI, QUESTION 12 EACH INDIVIDUAL BOARD MEMBER AND OFFICER HAS TO SIGN AN ACKNOWLEDGEMENT FORM THAT THEY HAVE READ THE POLICY. ANNUALLY A DISCLOSURE STATEMENT IS COMPLETED BY ALL OFFICERS AND BOARD MEMBERS. 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 TRUSTEE 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 TRUSTEE TO LEAVE THE ROOM OR NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED TRUSTEE 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 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. ALL OFFICERS OF THE ORGANIZATION (I.E., CEO, CFO, COO) UNDERGO A REVIEW AND BOARD APPROVAL ANNUALLY. KEY EMPLOYEES AND OTHER EXECUTIVES OF SUTTER HEALTH WHO ARE CONSIDERED DISQUALIFIED PERSONS FOR FORM 990 REPORTING PURPOSES ARE HANDLED IN THE SAME MANNER. 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. COMPILATION, REVIEW AND AUDIT OF INDEPENDENT ACCOUNTANT FORM 990, PART XI, QUESTION 2 ANNUALLY THE SUTTER HEALTH SYSTEM HAS AN AUDIT OF COMBINED BALANCE SHEETS AND STATEMENTS OF OPERATIONS PERFORMED BY INDEPENDENT AUDITORS. AN AUDIT COMMITTEE SELECTS THE AUDITORS AND REVIEWS RESULTS. HOURS FOR RELATED ORGANIZATIONS FORM 990, PART VII, SECTION A, QUESTION 1A COLUMN B THE FOLLOWING BOARD MEMBERS/OFFICERS OF THE ORGANIZATION ARE FULL-TIME (40 HOURS PER WEEK) EMPLOYEES OF SUTTER HEALTH AND THEIR SUTTER HEALTH SALARIES ARE REPORTED HEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS/OFFICERS OF THIS ORGANIZATION. ED BERDICK DAVID BRADLEY AMY CELLA WARREN KIRK ROBERT PETRINA OTHER CHANGES IN FUND BALANCE FORM 990, PART XI, LINE 5 CHANGE IN UNREALIZED GAIN/(LOSS) ON INVESTMENTS $ 853 EQUITY TRANSFERS (NET) $ 11,795,173 TOTAL & 11,796,026 ADOLESCENT TREATMENT CENTERS INC 390 40TH STREET OAKLAND CA 94609 680088443 HEALTHCARE CA 501(C)(3) 3 SUTTER EBH ALTA BATES SUMMIT FOUNDATION 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 510160184 FUNDRAISING CA 501(C)(3) 11a - I SUTTER EBH CALIFORNIA PACIFIC MEDICAL CTR FOUND 2015 STEINER STREET 2ND FLOOR SAN FRANCISCO CA 94115 942728423 FUNDRAISING CA 501(C)(3) 11a - I SUTTER WBH DELTA MEMORIAL HOSPITAL FOUNDATION 3901 LONE TREE WAY ANTIOCH CA 94509 942417022 FUNDRAISING CA 501(C)(3) 11a - I SUTTER EBH EAST BAY PERINATAL CENTER 350 HAWTHORNE AVE OAKLAND CA 94609 510172285 HEALTHCARE CA 501(C)(3) 3 SUTTER EBH EDEN MEDICAL CENTER 20103 LAKE CHABOT ROAD CASTRO VALLEY CA 94546 942948100 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH MARIN COMMUNITY HEALTH 250 BON AIRE ROAD GREENBRAE CA 94904 942994751 SUPPORTING OR CA 501(C)(3) 11b - II SUTTER HLTH MILLS-PENINSULA HEALTH SERVICES 1501 TROUSDALE DRIVE BURLINGAME CA 94010 941156265 HOSPITAL CA 501(C)(3) 3 PAMF MILLS-PENINSULA HOSPITAL FOUNDATION 1501 TROUSDALE DRIVE BURLINGAME CA 94010 237288765 FUNDRAISING CA 501(C)(3) 11a - I MPHS PALO ALTO MEDICAL FOUNDATION 2350 EL CAMINO REAL MOUNTAIN VIEW CA 94040 941156581 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH SAMUEL MERRITT UNIVERSITY 450 30TH STREET 2840 OAKLAND CA 94609 942992642 UNIVERSITY CA 501(C)(3) 2 SUTTER EBH SUTTER AUBURN FAITH HOSPITAL FOUNDATION 11815 EDUCATION ST AUBURN CA 95602 942594966 FUNDRAISING CA 501(C)(3) 7 SUTTER SSR SUTTER CENTRAL VALLEY HOSPITALS 1800 COFFEE ROAD SUITE 76 MODESTO CA 95355 941080917 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH SUTTER COAST HOSPITAL 800 E WASHINGTON BLVD CRESCENT CITY CA 95531 942988520 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH SUTTER DAVIS HOSPITAL FOUNDATION PO BOX 1617 DAVIS CA 95617 680217870 FUNDRAISING CA 501(C)(3) 11a - I SUTTER SSR SUTTER EAST BAY HOSPITALS 3012 SUMMIT STREET 3RD FLOOR OAKLAND CA 94609 941196176 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH SUTTER EAST BAY MEDICAL FOUNDATION 3687 MT DIABLO BLVD 200 LAFAYETTE CA 94549 942690415 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH SUTTER GOULD MEDICAL FOUNDATION 600 COFFEE ROAD MODESTO CA 95355 941682256 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH SUTTER HEALTH 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 942788907 SUPPORTING OR CA 501(C)(3) 11c III-FI NA SUTTER HEALTH PACIFIC 91-2301 FT WEAVER RD EWA BEACH HI 96706 990298651 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH SUTTER HEALTH SACRAMENTO SIERRA REGION PO BOX 160727 SACRAMENTO CA 95816 941156621 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 800 HONOLULU HI 96813 990289310 INSURANCE SER HI 501(C)(3) 11b - II SUTTER HLTH SUTTER MEDICAL CENTER FOUNDATION PO BOX 160727 SACRAMENTO CA 95816 942788906 FUNDRAISING CA 501(C)(3) 7 SUTTER SSR SUTTER MEDICAL CENTER CASTRO VALLEY 20130 LAKE CHABOT RD 103 CASTRO VALLEY CA 94546 770146047 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH SUTTER MEDICAL FOUNDATION 2800 L STREET 7TH FLOOR SACRAMENTO CA 95816 680273974 HEALTH CARE CA 501(C)(3) 11b - II SUTTER HLTH SUTTER ROSEVILLE MEDICAL CTR FOUNDATION ONE MEDICAL PLAZA ROSEVILLE CA 95661 680040113 FUNDRAISING CA 501(C)(3) 11a - I SUTTER SSR SUTTER SOLANO CHARITABLE FOUNDATION 300 HOSPITAL DRIVE VALLEJO CA 94589 942668262 FUNDRAISING CA 501(C)(3) 11a - I SUTTER SSR SUTTER VISITING NURSE ASSOC AND HOSPICE 1900 POWELL ST 300 EMERYVILLE CA 94608 946068843 HEALTH CARE CA 501(C)(3) 9 SUTTER HLTH SUTTER WEST BAY HOSPITALS 2333 BUCHANAN STREET SAN FRANCISCO CA 94115 940562680 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH SUTTER WEST BAY MEDICAL FOUNDATION 2015 STEINER STREET 1ST FLOOR SAN FRANCISCO CA 94115 942948131 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH TRACY HOSPITAL FOUNDATION 1420 N TRACY BLVD TRACY CA 95376 680318845 FUNDRAISING CA 501(C)(3) 11a - I SUTTER CVH true true true true true true true true true true true true true true true true true true