2015-05-15T13:47:01-05:00 2014-06-30 KPMG LLP 550 S Hope St Suite 1500 Los Angeles CA 90071 990 2013-07-01 330265266 CHILDREN'S HEALTHCARE OF CALIFORNIA % DONALD NOBLE CHIL 7149973000 1201 West La Veta Avenue Suite Orange CA 92868 KERRI RUPPERT SCHILLER SENIOR VP/CFO 2139724000 2015-05-12 true REGINA L PRINCE P00576936 2139724000 2015-05-11 2013 2016-04-25 22:37:26Z KIMBERLY C CRIPE 1201 West La Veta Avenue ORANGE CA 92868 53855109 false X www.choc.org X 1986 CA THE RECEIPT OF DISTRIBUTIONS & GRANTS TO MAKE DISTRIBUTIONS & GRANTS TO CHILDREN'S HOSPITAL OF ORANGE COUNTY AND TO AFFILIATED EXEMPT ORGS. FOR FURTHERANCE OF THEIR OBJECTIVES. 8 7 5 0 0 0 8700000 11000000 1980000 1999992 9582257 5821236 0 0 20262257 18821228 1000000 0 0 0 2001612 2384639 0 0 635216 3366168 3595331 6367780 5979970 13894477 12841258 112844454 135033489 1843927 1127543 111000527 133905946 X THE PRIMARY EXEMPT PURPOSE OF CHILDREN'S HEALTHCARE OF CALIFORNIA INCLUDES WITHOUT LIMITATION THE RECEIPT OF DISTRIBUTIONS AND GRANTS FOR THE MAKING OF DISTRIBUTIONS AND GRANTS TO CHILDREN'S HOSPITAL OF ORANGE COUNTY (CHOC) AND TO AFFILIATED EXEMPT ORGANIZATIONS IN THE FURTHERANCE OF THEIR CHARITABLE OBJECTIVES AND PURPOSES. THESE AFFILIATED ORGANIZATIONS INCLUDE: CHILDREN'S HOSPITAL OF ORANGE COUNTY CHILDREN'S HOSPITAL AT MISSION CHOC FOUNDATION CRC REAL ESTATE CORPORATION false false 5027146 1999992 CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC) SUPPORTS THE MISSION OF CHILDREN'S HOSPITAL OF ORANGE COUNTY (CHOC) AND CHILDREN'S HOSPITAL AT MISSION (CCMH). CHOC AND CCMH PROVIDE PEDIATRIC SERVICES TO CHILDREN IN ORANGE COUNTY AND ITS SURROUNDING AREA. THE ACTIVITIES OF CHC HELP TO OFFSET SERVICES TO INDIGENT FAMILIES AND PROVIDE CURRENT STATE OF THE ART MEDICAL EQUIPMENT AND FACILITIES. DURING THE YEAR, THERE WERE 64,600 DAYS OF INPATIENT CARE; 71,897 EMERGENCY ROOM VISITS; 8,209 SURGERIES; 7,527 OUTPATIENT VISITS; 1,819 DAY HEALTH VISITS AND 138,385 CLINIC VISITS PROVIDED BY CHOC AND CCMH. 5027146 true true false false false false false false false false false false false false true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true true true false false true X 8 0 true 5 true false false false false false false false false false false X 8 7 false false true false false true false true true false false true true true true true true true true false CA X DONALD NOBLE 7145094038 1201 WEST LA VETA AVENUE ORANGE CA 92868 kimberly cripe director/president 4.0 36.0 X X 1288268 0 81839 ralph clayman md director 0.5 3.0 X 0 0 0 Janet T Davidson Director 1.0 3.5 X 0 0 0 Jeff Elghanayan Director/Secretary 1.0 5.0 X X 0 0 0 Tim Ristoff Director 1.0 2.0 X 0 0 0 Marshall Rowen MD Director/Vice Chair 1.5 4.0 X X 0 0 0 Mark Stevens Director/Chair 2.0 6.0 X X 0 0 0 Thomas Tierney Director 0.5 3.0 X 0 0 0 Matthew Gerlach Exec. Vice President/COO 2.0 38.0 X 192513 0 36240 Kerri Ruppert Schiller CFO/Assistant Secretary 6.0 34.0 X 747883 0 47913 ELAINE BAUER Chief Strategy Officer 4.0 36.0 X 489434 0 86073 DEBRA MATHIAS Former Officer 0.0 0.0 X 470371 0 0 3188469 0 252065 5 true true false KPMG LLP PO BOx 120001 DALLAS TX 75312 Accounting/audit 675425 1 11000000 11000000 MANAGEMENT SERVICES 621990 1999992 1999992 1999992 3331444 0 0 3331444 0 0 0 0 0 37523673 35033881 2489792 2489792 2489792 0 0 0 0 18821228 1999992 0 5821236 X 0 0 0 0 1287994 1052796 78400 156798 424164 346709 25818 51637 372194 316365 18610 37219 0 220033 187028 11002 22003 80254 68216 4013 8025 568994 483644 28450 56900 807068 686008 40353 80707 698960 594116 34948 69896 0 0 605040 514284 30252 60504 775941 659550 38797 77594 0 2928 2489 146 293 0 0 0 5544 4713 277 554 0 0 0 0 0 129005 109654 6450 12901 DUES AND SUBSCRIPTIONS 1251 1063 63 125 RECRUITING 113 96 6 11 TAXES & LICENSES 236 200 12 24 MISCELLANEOUS EXPENSE 251 215 11 25 5979970 5027146 317608 635216 7331692 15431258 9693442 9694599 0 0 0 0 0 0 0 0 0 0 0 0 64496 64509 0 95667510 109756679 38147 35611 0 0 0 0 49167 50833 112844454 135033489 1744810 966466 0 0 0 0 0 0 0 0 0 0 0 0 0 0 99117 161077 1843927 1127543 X 19786049 28729140 91214478 105176806 0 0 111000527 133905946 112844454 135033489 12841258 10064161 X false true X true false X X X false false false CHILDREN'S HOSPITAL OF ORANGE COUNTY 952321786 03 true 5979970 CHILDREN'S HOSPITAL AT MISSION 330528802 03 true 0 2 5979970 Line 11(h) Column (vii) CHC provided or purchased for the benefit of the organizations listed on Line h various services, facilities, and goods. See form 990 Part IX for further details. The total amount of support listed was for both supported organizations and other related exempt organizations listed on Form 990 Schedule R. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 DUE TO RELATED PARTY 161077 161077 X 28885388 10064160 10064160 18821228 18821228 5979970 5979970 5979970 ORGANIZATION'S LIABILITY FOR UNCERTAIN TAX POSITIONS UNDER ASC 740 ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA REQUIRE THE ORGANIZATION'S MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN BY THE ORGANIZATION AND RECOGNIZE A TAX LIABILITY IF THE ORGANIZATION HAS TAKEN AN UNCERTAIN POSITION THAT MORE LIKELY THAN NOT WOULD NOT BE SUSTAINED UPON EXAMINATION BY THE INTERNAL REVENUE SERVICE. MANAGEMENT HAS ANALYZED TAX POSITIONS TAKEN BY THE ORGANIZATION AND HAS CONCLUDED THAT AS OF JUNE 30, 2014, THERE ARE NO UNCERTAIN POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY OR DISCLOSURE IN THE FINANCIAL STATEMENTS. X X X X true true false false false false false false false kimberly cripe director/president 773753 0 273755 0 240760 0 58990 0 22849 0 1370107 0 41205 0 Matthew Gerlach Exec. Vice President/COO 172127 0 0 0 20386 0 30686 0 5554 0 228753 0 0 0 Kerri Ruppert Schiller CFO/Assistant Secretary 470448 0 139073 0 138362 0 25064 0 22849 0 795796 0 88870 0 DEBRA MATHIAS Former Officer 0 0 0 0 470371 0 0 0 0 0 470371 0 0 0 ELAINE BAUER Chief Strategy Officer 368522 0 74283 0 46629 0 70480 0 15593 0 575507 0 57162 0 Severance Arrangements, PART I, LINE 4A The organization's personnel listed on form 990 Part VII and Schedule J participate in a separation arrangement that provides for a portion of the employee's annual salary based on their position in the organization. For the senior executive level, the amount is based on years of service up to a maximum number of months. Unpaid severance under the separation agreements for current key employees were reported at their full value in a previous tax year. One executive listed on Schedule J,part II, received severance payments in calender year 2013. The payment was received by Debra Mathias ($450,133). Supplemental Nonqualified Retirement Plan Part I, Line 4B The company established a nonqualified deferred compensation plan effective January 1, 2010 in which certain individuals listed on the form 990, Part VII and Schedule J are participants. Under the established Supplemental Executive Retirement Plan (the Plan) or SERP, for each Plan year that begins prior to the participant's cash date, CHOC shall create a new SERP account on its books for the Participant and shall credit to such account at times specified. The participants of the plan are general creditors of the company. The participant's SERP account shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the participant under this plan. The participant is entitled to his/her SERP benefit amount upon the earliest of (1) remaining employed with the Company to the third anniversary of the first day of the Plan Year for which the SERP account was created; (2) remaining employed with the Company to the Participant's 60th birthday; (3) remaining employed with the Company to the date the Participant has both attained at least age 55 and has completed at least 10 years of service; (4) disability; (5) involuntary separation from service without reasonable cause; (6) voluntary separation from service for good reason or (7) death. The following individuals received payments from the Plan during calendar year 2013: Ms. Cripe ($153,515) and Ms. Schiller ($80,973). Compensation Footnotes Kimberly C. Cripe is compensated through Children's HealthCare of California (CHC), however, in addition to her responsibilities for CHC, she also serves as an officer of Children's Hospital of Orange County, CHOC Foundation, CRC Real Estate Corporation and Children's Hospital at Mission (all IRC Section 501(c)(3) affiliates). Ms. Cripe devotes approximately 75% of her time each week to Children's Hospital of Orange County responsibilities with the balance of her time being spent on the other related organizations' business affairs. Kerri Ruppert Schiller is compensated through Children's HealthCare of California (CHC), however, in addition to her responsibilities for CHC, she also serves as an officer of Children's Hospital of Orange County, CHOC Foundation, CRC Real Estate Corporation and Children's Hospital at Mission (all IRC Section 501(c)(3) affiliates). Ms. Schiller devotes approximately 63% of her time each week to Children's Hospital of Orange County responsibilities with the balance of her time being spent on the other related organizations' business affairs. Matthew Gerlach IS COMPENSATED THROUGH CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC), HOWEVER, IN ADDITION TO His RESPONSIBILITIES FOR CHC, HE ALSO SERVES AS AN OFFICER OF CHILDREN'S HOSPITAL OF ORANGE COUNTY AND CHILDREN'S HOSPITAL AT MISSION (BOTH IRC SECTION 501(C)(3) AFFILIATES). Mr. Gerlach DEVOTES APPROXIMATELY 80% OF His TIME EACH WEEK TO CHILDREN'S HOSPITAL OF ORANGE COUNTY RESPONSIBILITIES WITH THE BALANCE OF His TIME BEING SPENT ON Children's Hospital at Mission's business AFFAIRS. ELAINE BAUER IS COMPENSATED THROUGH CHILDREN'S HEALTHCARE OF CALIFORNIA (CHC), HOWEVER, IN ADDITION TO HER RESPONSIBILITIES FOR CHC, SHE ALSO SERVES AS THE CHIEF STRATEGY OFFICER OF CHILDREN'S HOSPITAL OF ORANGE COUNTY AND CHILDREN'S HOSPITAL AT MISSION (BOTH IRC SECTION 501(C)(3) AFFILIATES). MS. BAUER DEVOTES APPROXIMATELY 90% OF HER TIME EACH WEEK TO CHILDREN'S HOSPITAL OF ORANGE COUNTY AND CHILDREN'S HOSPITAL AT MISSION BUSINESS AFFAIRS. INFORMATION REGARDING COMMON PAYMASTER form 990, part I, line 5, and Part V, line 2 Children's Hospital of Orange County (CHOC) acts as a common paymaster, issuing forms W-2 and 1099 on behalf of Children's Healthcare of California (CHC). CHC has 5 employees, however because of the common paymaster arrangement, the Forms W-2 were issued under CHOC's employer identification number. Governing body members form 990, part VI, line 7a In accordance with an affiliation agreement with the University of California, Irvine (University), two directors are representatives of and are appointed by the University. PROCESS OF REVIEW FORM 990, PART VI, SECITON B, LINE 11b Prior to filing, the tax return and related schedules are provided to the CHC Executive compensation Committee, an empowered Board committee delegated with this authority. The Chief Financial Officer reviews the report with the committee prior to filing the final return. Prior to the filing of the Form 990 with the Internal Revenue Service, a complete copy of the final Form 990 is also sent electronically to all Board members via Director's Desk, a secure web site that provides a confidential and secure access for all Board materials to our Board members. MONITORING AND ENFORCING COMPLIANCE OF CONFLICT OF INTEREST POLICY FORM 990, PART VI, SECTION B, LINE 12C The Chief Compliance Officer is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the conflict of interest policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e., board members, officers and executive leadership or key employees). Covered persons are required to disclose real or potential conflict at the time when such conflicts arise. When an individual becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1) has received a copy of the Conflict of Interest Policy and understands said policy; (2) has read the policy and understands said policy; and (3) agrees to comply with all requirements of the policy, including completing the conflict of interest questionnaire. The completed questionnaires are reviewed by the Compliance Officer and any persons with actual or potential conflicts are informed via written communication. The procedures for addressing any conflict of interest includes but is not limited to the following: (1) the conflicting interest is fully disclosed to the Board of Directors; (2)the interested person responds to factual questions related to the substance of the transaction or arrangement being considered; (3) the person with the conflict of interest is excluded from any discussion or approval of such transaction; (4) alternatives to the proposed transaction are investigated, competitive bids or comparable valuations are obtained; (5) the transaction or action must be approved by a majority of disinterested persons. PROCESS OF DETERMINING COMPENSATION OF THE CEO AND OTHER OFFICERS FORM 990, PART VI, SECTION B, LINE 15 An independent Board Committee of CHC charged with the duties of the compensation committee, whose members are disinterested and independent, is in place with a written compensation committee charter. This Committee annually retains an independent healthcare compensation firm to provide relevant comparability data and other compensation studies. The CEO, officers and executive management salaries and incentives, as well as overall compensation philosophy and policies, are discussed with the independent consultant representatives and the compensation committee members, in person, in closed sessions with no staff members present. This review was last performed in 2014. All comparative salary data, such as annual compensation survey comprising of a peer group of comparably-sized pediatric hospitals, is well documented and there are minutes from these meetings that document the members present and voting, the comparative data used and how it was obtained and the deliberations and decisions of the committee. The results and recommendations from the committee are shared in an executive session with the Board of Directors. DISCLOSURE POLICY FORM 990, PART VI, SECTION C, LINE 19 While federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection, the organization makes its financial statements available upon request. SIGNIFICANT CHANGES TO ORGANIZATIONAL DOCUMENTS FORM 990, PART VI, SECTION A, LINE 4 THE FOLLOWING CHANGES WERE MADE TO THE ORGANIZATION'S BYLAWS: - Qualifications of directors - deleted reference that an individual may not be a director if a relative is employed by CHC. - Composition of the board - Deleted references to the board including a director of CHOCO Realty Corporation, as that corporation was dissolved in a prior year and is no longer in existence. - Composition of the board - Added: A director who has served as Chair of the Board during the last year of his or her second three-year term may be reappointed to the Board for a third consecutive term. - Executive Compensation Committee - o the committee shall not include the Secretary if the Secretary is also the Chief Legal Officer or another employee of the Corporation or its affiliates; o Added the Executive Vice President and Chief Operating Officer to the list of persons whose compensation the Committee shall review and approve. - Officers - o added the executive vice president and chief operating officer to the list of officers and the removal or resignation of this position included in the terms of the Executive Management agreement. o Added that the positions of Executive Vice President and Chief Operating Officer and the Secretary are appointed by the President and Chief Executive Officer. FORM 990 PART IX LINE 11G DESCRIPTION:PHYSICIAN ALIGNMENT TOTAL FEES:557696 FORM 990 PART IX LINE 11G DESCRIPTION:STRATEGIC PLANNING TOTAL FEES:151431 FORM 990 PART IX LINE 11G DESCRIPTION:OTHER CONSULTING TOTAL FEES:66814 CHILDREN'S HOSPITAL OF ORANGE COUNTY 1201 West La Veta Avenue ORANGE CA 92868 952321786 HEALTH CARE CA 501(C)(3) 3 chc true children's hospital at mission 1201 West La Veta Avenue Orange CA 92868 330528802 HEALTH CARE CA 501(C)(3) 3 chc true CHOC FOUNDATION 455 S MAIN STREET ORANGE CA 92868 956097416 Fund Raising CA 501(C)(3) 7 chc true CRC REAL ESTATE CORPORATION 455 S MAIN STREET ORANGE CA 92868 330612565 REAL ESTATE CA 501(C)(3) 11 chc true CHOC Thrift Stores Inc 455 S MAIN STREET ORANGE CA 92868 330266422 Fund Raising CA 501(C)(3) 9 chc true Orange County MEDICAL RECIPROCAL INS CO 2999 North 4th Street Suite 250 PHOENIX AZ 85108 201620666 INSURANCE AZ CHOC C CORP 0 0 true false false true true false false false false false false false true false false false false false false false CHILDREN'S HOSPITAL OF ORANGE COUNTY L 1315000 SEE PART VII CHILDREN'S HOSPITAL AT MISSION L 520000 SEE PART VII CHOC FOUNDATION L 90000 SEE PART VII CRC REAL ESTATE CORPORATION L 75000 SEE PART VII CHILDREN'S HOSPITAL AT MISSION C 8500000 SEE PART VII CRC REAL ESTATE CORPORATION C 2500000 SEE PART VII CHILDREN'S HOSPITAL OF ORANGE COUNTY D 265486000 SEE PART VII part v, line 2, column (c) THE METHODS USED BY CHC TO DETERMINE THE VALUE OF THE AMOUNTS LISTED IN SCHEDULE R PART V LINE 2 COLUMN (C) WERE: (C) contributions from related organizations are determined based on the recipient charitable organization's annual operational and capital needs and were approved by CHC's board. (L) Management fees are developed internally by management in conjunction with the annual operating and capital budgets based on resources required by affiliates and supported by time studies, work products and other statistics to support allocations. (D) Loans with related exempt organizations are determined based on the recipient charitable organization's operational needs and are approved by CHC's board.