2011-11-14T17:52:51-06:00 2010-12-31 DELOITTE TAX LLP 555 MISSION STREET SUITE 1400 SAN FRANCISCO CA 94105 990 2010-01-01 942650855 JOHN MUIR HEALTH FOUNDATION JOHN 9259393000 1400 TREAT BOULEVARD NO 300 WALNUT CREEK CA 94597 MICHAEL MOODY 9259393000 2011-11-09 1 MICHAEL P WALTON 4157834000 2010 2016-02-24 21:20:13Z MICHAEL MOODY 1400 TREAT BOULEVARD NO 300 WALNUT CREEK CA 94597 12357607 0 X WWW.JOHNMUIRHEALTH.COM X 1979 CA TO SOLICIT AND MANAGE FUNDS FOR JOHN MUIR HEALTH 26 23 0 0 0 0 13072119 12266329 15388 30100 45612 61178 0 0 13133119 12357607 19500534 1248392 0 0 0 0 490957 526954 695704 2126899 2209641 22118390 3984987 -8985271 8372620 29227321 40625006 3610655 6091992 25616666 34533014 TO SOLICIT AND MANAGE FUNDS FOR JOHN MUIR HEALTH 0 0 2729440 1248392 30100 ALL EXPENSES ARE RELATED TO THE ACTIVITIES OF ARRANGING FOR, AND THE SOLICITATION OF, FUNDS AND CONTRIBUTIONS FOR, AND ON BEHALF OF, JOHN MUIR HEALTH 2729440 1 1 0 0 0 0 0 0 1 1 0 0 0 1 0 0 1 0 0 0 0 0 1 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 X 26 23 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 0 0 1 1 0 CA X X MICHAEL MOODY 9259393000 1400 TREAT BLVD STE 300 WALNUT CREEK CA 94597 SUSAN D WOODS 5.00 X 0 0 0 ROBERT F SAYDAH 5.00 X 0 0 0 MARION B ILES 5.00 X X 0 0 0 CARLOTTA R DATHE 5.00 X 0 0 0 GERALD J ORIGLIA 5.00 X 0 0 0 GERALD D STROFFOLINO 5.00 X 0 0 0 MILT J SMITH 60.00 X X 0 313580 97616 J KENDALL ANDERSON 5.00 X 0 1615016 778553 CHRIS BASMAN 5.00 X 0 0 0 WILLIAM B CHIASSON 5.00 X 0 0 0 NOUROLLAH B GHORBANI MD 5.00 X 0 0 0 GUY R HENSHAW 5.00 X 0 0 0 MICHAEL L LEVINE MD 5.00 X 0 0 0 HOWARD D MACCABEE MD 5.00 X 0 0 0 KENNETH L MEEHAN 5.00 X 0 912126 523759 SCOTT L SINGLEY 5.00 X 0 0 0 ELLIOT D STEIN 5.00 X 0 0 0 VIVIAN W WING MD 5.00 X 0 0 0 JOHN SAYRES 5.00 X 0 0 0 JACK THOMPSON 5.00 X 0 0 0 SHELLEY LAVIGNE 5.00 X 0 0 0 SIS CONNOLLY 5.00 X 0 0 0 ROBIN HEINSCHEL 5.00 X 0 0 0 JAMES MITCHELL 5.00 X 0 0 0 DAVID WOODWORTH 5.00 X 0 0 0 PETER D GRUEBELE 5.00 X 0 0 0 MICHAEL MOODY 5.00 X 0 579564 250786 0 3420286 1650714 0 0 1 0 DIRECTLINE TECHNOLOGIES INC 1600 N CARPENTER ROAD BLD D MODESTO CA 95351 FUNDRAISING CAMPAIGN 200000 ADVANCED MARKETING INC 99 THIELMAN DRIVE BUFFALO NY 14206 FUNDRAISING CAMPAIGN 140348 2 70000 26945 12169384 12266329 PROGRAM SERVICE REVENU 900099 30100 30100 30100 61178 61178 12357607 30100 0 61178 1248392 1248392 6468 3751 2717 7479 4337 3142 526954 526954 47099 27313 19786 123696 92772 30924 3005 2254 751 PURCHASED SERVICES 1750150 1146792 434608 168750 SUPPLIES 62000 46500 15500 EQUIP RENTAL/MAINT 20661 15496 5165 TELEPHONE 12075 9056 3019 177008 132777 44231 3984987 2729440 559843 695704 1095708 3197116 13844724 22430873 14286889 14967017 30000 29227321 40625006 540398 3070257 6091992 3610655 6091992 X -2514281 -2864451 23849839 32998402 4281108 4399063 25616666 34533014 29227321 40625006 X 8372620 543728 X 0 1 1 X 0 X 5645439 6967414 3977048 13072119 12266330 41928350 5645439 6967414 3977048 13072119 12266330 41928350 18210667 23717683 563542 978470 548433 45612 61178 2197235 47203 38997 86200 44211785 0.53650 0.47340 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 28132000 9915590 599321 1249446 37397465 33638031 12706231 1333441 19545703 28132000 33409949 3165122 -2340525 596515 33638031 0.12000 0.88000 0 0 0 PAYABLE TO AFFILIATES 6045397 OTHER LIABILITIES 46595 6091992 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: FURTHERANCE OF THE MISSION AND MOST SIGNIFICANT ACTIVITIES OF JOHN MUIR HEALTH. X X 1 ADVANCED MARKETING INC 99 THIELMAN DRIVE BUFFALO NY 14206 MAIL AND PHONE SOLICITATIONS 0 345137 140348 204789 DIRECTLINE TECHNOLOGIES INC 1600 N CARPENTER ROAD BLDG D MODESTO CA 95351 MAIL AND PHONE SOLICITATIONS 0 39390 200000 -160610 384527 340348 44179 CA 1 JOHN MUIR MEDICAL CENTER (PART OF JOHN MUIR HEALTH) 1601 YGNACIO VALLEY ROAD WALNUT CREEK CA 94598 941461843 501(C)(3) 1248392 RESTRICTED FUNDS 1 0 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: JOHN MUIR HEALTH FOUNDATION AND THE FINANCIAL MANAGEMENT MONITOR THE USE OF THE RESTRICTED FUNDS TO MEET THE INTENDED PURPOSES. X X 1 1 X X X X X 0 1 0 0 0 1 1 0 0 MILT J SMITH 0 230293 0 61601 0 21686 0 76007 0 21609 0 411196 0 61601 J KENDALL ANDERSON 0 838108 0 749244 0 27664 0 750461 0 28092 0 2393569 0 749244 KENNETH L MEEHAN 0 503658 0 379522 0 28946 0 492235 0 31524 0 1435885 0 379522 MICHAEL MOODY 0 378736 0 192966 0 7862 0 222808 0 27978 0 830350 0 192966 PART I, LINE 1A THE COMPANY HAS A POLICY WHEREBY CERTAIN PAYMENTS TO EMPLOYEES AND MEMBERS OF THE BOARD OF DIRECTORS ARE GROSSED UP. THESE PAYMENTS ARE NOT A USUAL OCCURRENCE AND ARE EVALUATED AND APPROVED BY THE CEO OR A KEY EMPLOYEE AND THE CFO. FOR CERTAIN MEMBERS OF MANAGEMENT A REIMBURSEMENT OF UP TO 50% OF HEALTH CLUB DUES IS AVAILABLE. THIS PERQUISITE IS INCLUDED AS PART OF THE EVALUATION OF THE ANNUAL COMPENSATION EVALUATION PROCESS. ALL COMPONENTS DISCUSSED IN THIS SECTION ARE TREATED AS TAXABLE INCOME FOR THE EMPLOYEE RECEIVING THE PAYMENT. PART I, LINE 6 JOHN MUIR HEALTH ("THE CORPORATION"), THE PARENT OF JOHN MUIR HEALTH FOUNDATION, WITH THE OVERSIGHT AND APPROVAL OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS, BASES A PORTION OF ANNUAL MANAGEMENT INCENTIVE PAYMENTS ON THE CONSOLIDATED NET EARNINGS TARGETS OF JOHN MUIR HEALTH. ADDITIONALLY, WHERE APPROPRIATE MANAGEMENT OVERSIGHT EXISTS, A PORTION OF AN EXECUTIVE'S MANAGEMENT INCENTIVE CAN ALSO BE BASED ON THE NET EARNINGS TARGETS OF THE CORPORATION AND VARIOUS SUBSIDIARIES. PAYMENTS TO MANAGEMENT PERSONNEL ARE MADE IN THE SUBSEQUENT YEAR BASED ON THE LEVEL OF ACHIEVEMENT OF ALL ELEMENTS OF THE INCENTIVE PROGRAM, OF WHICH NET EARNINGS TARGETS ARE A COMPONENT. THEREFORE, EACH YEAR AN ACCRUAL OF THE ESTIMATED PAYMENTS FOR MANAGEMENT INCENTIVES IS INCLUDED IN THE CALCULATION OF NET EARNINGS TARGETS FOR THAT YEAR. THE INCENTIVE PROGRAMS FOR THE MANAGEMENT OF JOHN MUIR HEALTH AND SUBSIDIARIES, INCLUDING JOHN MUIR HEALTH FOUNDATION, ARE DEVELOPED AND REVIEWED BY AN OUTSIDE CONSULTANT WHOSE EXPERTISE IS IN COMPENSATION AND WHO DEVELOPS MARKET DATA FOR SIMILAR ORGANIZATIONS AS A BASIS FOR THE CORPORATION'S INCENTIVE PROGRAM. THE INCENTIVE PROGRAM AND MARKET DATA IS REVIEWED WITH THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF JOHN MUIR HEALTH. SUPPLEMENTAL INFORMATION PART III COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER IS ESTABLISHED ANNUALLY BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS UTILIZES AN OUTSIDE CONSULTANT WHO IS A COMPENSATION EXPERT. THE OUTSIDE CONSULTANT PROVIDES MARKET DATA FOR EACH INDIVIDUAL BASED UPON THEIR LEVEL OF RESPONSIBILITIES AND THAT DATA IS USED BY THE BOARD OF DIRECTORS TO ESTABLISH THE ANNUAL COMPENSATION PACKAGE FOR EACH INDIVIDUAL. IT IS THE PHILOSOPHY OF THE ORGANIZATION TO ESTABLISH A COMPENSATION PACKAGE FOR EACH INDIVIDUAL THAT REFLECTS THE MEDIAN OF THE MARKET AS ESTABLISHED BY THE OUTSIDE CONSULTANT. COMPENSATION FOR THE CHIEF FINANCIAL OFFICER IS ESTABLISHED ANNUALLY BY THE COMPENSATION COMMITTEE OF JOHN MUIR HEALTH. FORM 990, PART VI, SECTION A, LINE 6 JOHN MUIR HEALTH IS THE SOLE CORPORATE MEMBER OF JOHN MUIR HEALTH FOUNDATION, AND, IN SUCH CAPACITY, HAS THE RIGHT TO APPROVE THE ELECTION OF ALL OF THE DIRECTORS OF JOHN MUIR HEALTH FOUNDATION (OTHER THAN CERTAIN DIRECTORS WHO SERVE EX-OFFICIO), AS WELL AS THE RIGHT TO APPROVE CERTAIN SIGNIFICANT CORPORATE ACTIONS (AS DESCRIBED IN SCHEDULE O). FORM 990, PART VI, SECTION A, LINE 7A SEE SCHEDULE O, FORM 990, PART VI, SECTION A, LINE 6. FORM 990, PART VI, SECTION A, LINE 7B THE BYLAWS OF JOHN MUIR HEALTH FOUNDATION PROVIDE THAT (I) JOHN MUIR HEALTH SHALL APPROVE THE ELECTION OF ALL OF THE DIRECTORS OF JOHN MUIR HEALTH FOUNDATION (OTHER THAN THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF JOHN MUIR HEALTH, THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF JOHN MUIR HEALTH FOUNDATION, THE PRESIDENT OF THE JOHN MUIR MEDICAL CENTER - WALNUT CREEK CAMPUS AUXILIARY, THE PRESIDENT OF JOHN MUIR MEDICAL CENTER - CONCORD VOLUNTEERS, AND THE EXECUTIVE VICE PRESIDENT OF OPERATIONS - JOHN MUIR HEALTH, EACH OF WHOM SERVE EX-OFFICIO AS A MEMBER OF THE JOHN MUIR HEALTH FOUNDATION BOARD OF DIRECTORS), (II) JOHN MUIR HEALTH MAY REMOVE ANY OR ALL OF THE MEMBERS OF THE BOARD OF DIRECTORS OF JOHN MUIR HEALTH FOUNDATION AT ANY TIME, (III) JOHN MUIR HEALTH FOUNDATION MAY NOT TAKE ANY OF THE FOLLOWING ACTIONS WITHOUT THE PRIOR APPROVAL OF JOHN MUIR HEALTH: (A) THE MERGER, CONSOLIDATION OR DISSOLUTION OF JOHN MUIR HEALTH FOUNDATION; (B) THE AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF JOHN MUIR HEALTH FOUNDATION; (C) THE APPROVAL OF OPERATING AND CAPITAL BUDGETS, ALTHOUGH THE BOARD IS EMPOWERED TO DEVELOP ITS OWN BUDGET WITHIN THE GUIDELINES AND OBJECTIVES SET BY JOHN MUIR HEALTH; (D) AGGREGATE BORROWING IN EXCESS OF A DOLLAR AMOUNT TO BE ESTABLISHED BY JOHN MUIR HEALTH FROM TIME TO TIME; (E) THE PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE AND ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL; (F) THE APPOINTMENT OF AN INDEPENDENT AUDITOR AND CORPORATE COUNSEL; (G) THE APPROVAL OF TRANSACTIONS OF JOHN MUIR HEALTH FOUNDATION IN WHICH A DIRECTOR OR OFFICER OF JOHN MUIR HEALTH FOUNDATION HAS A MATERIAL FINANCIAL INTEREST; AND (H) ANY OTHER ACTIVITIES OF JOHN MUIR HEALTH FOUNDATION WHICH JOHN MUIR HEALTH DETERMINES REPRESENT MAJOR TRANSACTIONS OR MAJOR POLICIES. FORM 990, PART VI, SECTION B, LINE 11 THE COMPLETED FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS SUFFICIENTLY IN ADVANCE OF THE FILING DEADLINE TO ENABLE A DETAILED AND CONSCIENTIOUS REVIEW BY ALL MEMBERS. ALL QUESTIONS AND CONCERNS OF THE BOARD OF DIRECTORS WILL BE ADDRESSED BY THE CHIEF FINANCIAL OFFICER OR THEIR DESIGNEE AND INCORPORATED INTO THE FORM 990 AS APPROPRIATE. AFTER ALL OF THE INPUT FROM THE BOARD OF DIRECTORS HAS BEEN APPROPRIATELY ADDRESSED, SENIOR MANAGEMENT OF JOHN MUIR HEALTH FOUNDATION WILL FILE THE FINAL FORM 990 AS REQUIRED. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, BOARD MEMBERS ARE PROVIDED WITH A COPY OF THE CONFLICT OF INTEREST POLICY AND THEY ARE ASKED TO SIGN A STATEMENT ACKNOWLEDGING THEY HAVE READ THE POLICY AND AGREE TO COMPLY WITH ITS TERMS, INCLUDING THE DISCLOSURE OF ANY POTENTIAL CONFLICTS. THE JOHN MUIR HEALTH FOUNDATION PRESIDENT MONITORS ANY POTENTIAL CONFLICTS OF INTEREST AND DISCUSSES THEM WITH THE BOARD MEMBER AND OFFICERS. IF A POTENTIAL CONFLICT AROSE, THE BOARD MEMBER WOULD BE EXCUSED FROM THE MEETING FOR THE DISCUSSION AND VOTE. IN THE EVENT A BOARD MEMBER FAILED TO DISCLOSE A POTENTIAL CONFLICT, THE EXECUTIVE COMMITTEE WOULD DETERMINE ANY ACTION TO BE TAKEN. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER IS ESTABLISHED ANNUALLY BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS UTILIZES AN OUTSIDE CONSULTANT WHO IS A COMPENSATION EXPERT. THE OUTSIDE CONSULTANT PROVIDES MARKET DATA FOR EACH INDIVIDUAL BASED UPON THEIR LEVEL OF RESPONSIBILITIES AND THAT DATA IS USED BY THE BOARD OF DIRECTORS TO ESTABLISH THE ANNUAL COMPENSATION PACKAGE FOR EACH INDIVIDUAL. IT IS THE PHILOSOPHY OF THE ORGANIZATION TO ESTABLISH A COMPENSATION PACKAGE FOR EACH INDIVIDUAL THAT REFLECTS THE MEDIAN OF THE MARKET AS ESTABLISHED BY THE OUTSIDE CONSULTANT. COMPENSATION FOR THE CHIEF FINANCIAL OFFICER IS ESTABLISHED ANNUALLY BY THE COMPENSATION COMMITTEE OF JOHN MUIR HEALTH. FORM 990, PART VI, SECTION C, LINE 19 JOHN MUIR HEALTH PROVIDES FINANCIAL INFORMATION ON A QUARTERLY BASIS THROUGH VARIOUS BOND DISCLOSURE DATABASES. THIS FINANCIAL INFORMATION IS AVAILABLE FOR JOHN MUIR HEALTH ON A CONSOLIDATED AND CONSOLIDATING BASIS, INCLUDING SUBSIDIARIES. REQUESTS FOR THE PROVISION OF OUR GOVERNING DOCUMENTS AND OUR CONFLICT OF INTEREST POLICY ARE DIRECTED TO OUR LEGAL DEPARTMENT FOR THE APPROPRIATE RESPONSE. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED GAINS ON INVESTMENTS: 288,631. NET CHANGE IN PRESENT VALUE FUTURE INTEREST IN CRT 255,097. TOTAL TO FORM 990, PART XI, LINE 5: 543,728. JOHN MUIR HEALTH 1400 TREAT BLVD WALNUT CREEK CA 94597 941461843 PROVISION OF HEALTHCARE SERVICES TO THE COMMUNITY CA 501(C)(3) 3 N/A 0 JOHN MUIR PHYSICIAN NETWORK 1400 TREAT BLVD WALNUT CREEK CA 94597 680360801 PROVIDE CLINIC SERVICES & MANAGE HEALTHCARE RISK OPERATIONS WITH JM HEALTH CA 501(C)(3) 11 TYPE I N/A 0 JOHN MUIR BEHAVIORAL HEALTH 1400 TREAT BLVD WALNUT CREEK CA 94597 680249685 PROVIDE BEHAVIORAL HEALTH SERVICES INCLUDING MENTAL HEALTH & SUBSTANCE ABUSE CA 501(C)(3) 3 N/A 0 JOHN MUIRMT DIABLO COMMUNITY HEALTH FUND 1400 TREAT BLVD WALNUT CREEK CA 94597 911788973 PROVIDE GRANTS THAT ENHANCE HEALTHCARE SERVICES TO UNDERSERVED CA 501(C)(3) 11 TYPE III N/A 0 0 1 1 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0