2011-10-18T18:47:22-04:00 2010-12-31 ERNST & YOUNG US LLP 178 S RIO GRANDE STREET SUITE 400 SALT LAKE CITY UT 84101 990 2010-01-01 941156581 PALO ALTO MEDICAL FOUNDATION PALO 9162866665 2350 EL CAMINO REAL MOUNTAIN VIEW CA 94040 SHARON KUTIS 9162866665 2011-10-06 8013503300 2010 2016-03-07 17:11:31Z RICHARD SLAVIN 2350 EL CAMINO REAL MOUNTAIN VIEW CA 94040 1282139515 false X WWW.SUTTERHEALTH.ORG X 1948 CA SEE SCHEDULE O 33 27 4873 112 976291 11223 9265065 11754378 1183213261 1260777844 8859334 7426391 1585486 1898763 1202923146 1281857376 2009257 1254228 0 0 336850560 344544043 0 0 0 772141541 845714491 1111001358 1191512762 91921788 90344614 1011225633 1060828791 401314470 401346309 609911163 659482482 X SEE SCHEDULE O false false 968749804 1254228 1260777844 SEE SCHEDULE O 968749804 true true false false false false true false true true false false true true true false true false false false false false false false false false true true true true true false false false false false false true false true true false false false false true true true false false true 667 0 true 4873 true true true false false false false false false false false false X 33 27 false false false false true true true true true false false true true true true true true true true true true CA X GARY B COLVIN 6506916470 2350 W EL CAMINO REAL THIRD FLOOR MOUNTAIN VIEW CA 94040 X ARNOLD AIGEN MD 1.0 X 0 0 0 THOMAS E BAILARD 1.0 X 0 0 0 JAMES B BASSETT MD 1.0 X 0 0 0 AUGUST BENZ 1.0 X 0 0 0 JORDAN BLOOM 1.0 X 0 0 0 ROBERT BREMNER 1.0 X 0 0 0 C TERRIGAL BURN MD 1.0 X 0 0 0 MARY ANN CARMACK MD 1.0 X 0 0 0 GEORGE COHEN MD 1.0 X 0 0 0 LAWRENCE DEGHETALDI MD 40.0 X X 0 750504 268427 SUSAN FORD DORSEY 2.0 X 0 0 0 DAVID DRUKER MD 10.0 X X 0 2927390 450030 PATRICK FRY 1.0 X 0 2699636 2088912 MICHAEL R GAULKE 1.0 X 0 0 0 JEFF GERARD 40.0 X X 0 972294 465572 CHRISTINE A GRIGER MD 1.0 X 0 0 0 VINITA GUPTA 1.0 X 0 0 0 HARRY HANSON 1.0 X 0 0 0 CARY HILL MD 1.0 X 0 0 0 ROBERT JAUNICH II 1.0 X X 0 0 0 JOSEPH LACY MD 5.0 X 0 0 0 RICHARD M LEVY PHD 15.0 X X 0 0 0 DUNCAN L MATTESON 1.0 X 0 0 0 LAURENCE MAY 1.0 X 0 0 0 ANTHONY P MEIER 1.0 X 0 0 0 ROBERT MERWIN 1.0 X 0 882238 404581 LAWRENCE G MOHR 1.0 X 0 0 0 RICHARD MORGAN MD 1.0 X 0 0 0 JON NORDGAARD DMD 1.0 X 0 0 0 MARGARET I RAFFIN 1.0 X 0 0 0 RICHARD SLAVIN MD 40.0 X X 0 761998 10077 MARGARET TAYLOR 1.0 X X 0 0 0 ELIZABETH VILARDO MD 1.0 X 0 0 0 KAREN HALL ESQ 1.0 X 0 0 0 SHARON KUTIS 40.0 X 0 512555 173274 DEBBIE GOODIN 40.0 X 0 410781 151855 DAVID JURY 40.0 X 309328 0 37895 KATHERINE MANUEL 40.0 X 0 282463 103918 FRANCIS MARZONI 40.0 X 1065607 0 33479 CECILIA MONTALVO 40.0 X 0 481249 155863 MICHAEL REANDEAU 40.0 X 0 388098 125174 PAUL TANG MD 40.0 X 558983 0 41857 MUHAMMED AKHTAR 40.0 X 308825 0 34766 HAROLD LUFT 40.0 X 479799 0 37514 ALBERT J NOCELLA JR 40.0 X 0 241128 83296 CLAIRE RENZI 40.0 X 327146 0 31011 VIVIAN K YOUNG 40.0 X 0 273245 95865 PAUL DECHANT MD 40.0 X 0 820596 263893 MARK MCLAUGHLIN 40.0 X 214007 0 0 3263695 12404175 5057259 566 true true false PALO ALTO FOUNDATION MEDICAL GROUP 2350 W EL CAMINO REAL THIRD FLOOR MOUNTAIN VIEW CA 94040 MEDICAL SERVICES 452933283 BOGARD CONSTRUCTION INC 350 CORAL STREET SANTA CRUZ CA 95060 CONSTRUCTION 4673887 WL BUTLER CONSTRUCTION INC 204 FRANKLIN STREET REDWOOD CITY CA 94063 CONSTRUCTION 4440223 STANFORD MEDICAL CENTER PRO FILE 74432 PO BOX 60000 SAN FRANCISCO CA 94160 MEDICAL SERVICES 3077679 MIDA INDUSTRIES INC 6101 OBISPO AVENUE LONG BEACH CA 90805 JANITORIAL SERVICES 2172464 43 546098 70 3644907 7563303 1136029 11754378 PATIENT SERVICE REVENUE 622110 1260777844 1260777844 1260777844 6367387 6367387 0 0 1202811 280339 922472 922472 922472 1057804 3000 0 1800 1057804 1200 1059004 1059004 0 0 0 UBI - CONTRACTED ANIMAL SERVICES 541900 947441 947441 UBI - HEALTH MGMT RESOURCES 454110 28850 28850 976291 1281857376 1260777844 976291 8348863 1202228 1202228 52000 52000 0 0 0 0 1930918 0 1930918 0 0 0 0 0 224037983 176371745 47666238 0 17808647 14186220 3622427 0 82545590 60092696 22452894 0 18220905 14249942 3970963 0 4150119 3556964 593155 0 1003309 410154 593155 0 469150 197368 271782 0 0 0 0 0 0 0 602756 0 602756 0 445998554 445998554 0 0 3304969 295447 3009522 0 124024445 100871297 23153148 0 25636741 2798647 22838094 0 0 0 0 0 42723958 32062194 10661764 0 545872 310948 234924 0 0 0 0 0 718974 536718 182256 0 8793098 8793098 0 0 0 0 0 0 49274340 46722847 2551493 0 5670217 5116458 553759 0 SUTTER CHARGEBACKS 36001802 0 36001802 0 MANAGED CARE PURCHASED SVCS 26393357 3998431 22394926 0 PROVISION FOR BAD DEBT 23992533 23992533 0 0 PURCHASED SVCS & MEDICAL LAB 17107017 17107017 0 0 ALL OTHER EXPENSES 29303280 9826298 19476982 0 1191512762 968749804 222762958 0 72251029 72645850 4942822 3425842 110143573 123493653 2981210 3412707 3209043 4505418 941871464 303230851 625438596 638640613 126438885 130376030 0 2211004 65820475 82117674 1011225633 1060828791 102120227 103829240 266515479 263349078 1292762 1343597 31386002 32824394 401314470 401346309 X 571996632 615629517 27963992 34401672 9950539 9451293 609911163 659482482 1011225633 1060828791 X 90344614 -40773295 X X false true true X X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1545081 X false 28386314 569017 2324258 1316985 163943 29798661 22798516 2079571 5015365 1339118 168020 28386314 28024903 2982394 -6174934 1875346 158500 22798517 0.44516 0.55485 0.00000 false false 141370011 141370011 405790135 105424221 300365914 37588252 15997223 21591029 257756583 181165369 76591214 99366483 644038 98722445 638640613 INTERCOMPANY RECEIVABLES 4855833 GOODWILL 2586390 UNAMORTIZED FINANCING COSTS 1520950 OTHER RECEIVABLES 22465801 OTHER ASSETS 50688700 82117674 0 INSURANCE LIABILITIES 25226722 OTHER LIABILITIES 7597672 32824394 INTENDED USES OF THE ORGANIZATION'S ENDOWMENT FUNDS PART V, QUESTION 4 GOODHEART ENDOWMENT - GENERAL RESEARCH MILO FELLOWSHIP - RESEARCH FELLOWSHIPS ELY FELLOWSHIP - RESEARCH INSTITUTE EXEC DIRECTOR SALARY SUPPORT RES. INST. ENDOW-U - GENERAL RESEARCH AMES ENDOWMENT-P - GENERAL RESEARCH SAIER ENDOWMENT-PR - GENERAL RESEARCH DUSTERBERRY ENDOWMENT-TR - HEALTH CARE PROJECTS IN THE FREMONT, NEWARK AND UNION CITY AREAS EDUCATION ENDOWMENT - GENERAL EDUCATION PROGRAM PHYSICIAN ENDOWMENT TR - GENERAL HEALTHCARE PROGRAMS PHYSICIANS ENDOWMENT SCHOLARSHIP - MEDICAL SCHOOL SCHOLARSHIP PAMF NURSING ENDOWMENT - NURSING SCHOLARSHIP KILBANE ENDOWMENT - RADIATION ONCOLOGY PROGRAMS STEVENS ENDOW-PR - ELDERLY/AGING CARE PROGRAMS PEDIATRIC ENDOWMENT-PR - GENERAL PEDIATRIC PROGRAMS SHOCKLY ENDOWMENT-PR - GENERAL HEALTHCARE PROGRAMS RHOADES ENDOWMENT PR - GENERAL HEALTHCARE PROGRAMS RUSSELL ENDOWMENT - GENERAL PEDIATRIC PROGRAMS MITCHELL ENDOWMENT - MEDICAL ONCOLOGY PROGRAMS ASC 740 (FIN48) 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: 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. DESCRIPTION OF THE ORGANIZATION'S COLLECTIONS SCHEDULE D, PART III, LINE 4 ORGANIZATION HAS ARTWORK BEING DISPLAYED IN PUBLIC PLACES OF THE MEDICAL FACILITY FOR DECORATIVE PURPOSES. true LIFE ELDERCARE INC 3300 CAPITOL AVE FREMONT CA 94537 237455567 501(c)(3) 10000 DONATION ABILITIES UNITED 525 E CHARLESTON RD PALO ALTO CA 94306 941546643 501(c)(3) 10000 DONATION MAYVIEW COMMUNITY HEALTHER CTR 270 GRAND AVE PALO ALTO CA 94306 942239648 501(c)(3) 10000 DONATION FRIENDS OF CHILDREN WITH SPECIAL NEEDS 2300 PERALTA BLVD FREMONT CA 94536 770446853 501(c)(3) 10000 DONATION SANTA CRUZ WOMENS HEALTH CENTER 250 LOCUST ST SANTA CRUZ CA 95060 237428303 501(c)(3) 10000 DONATION ADOLESCENT COUNSELING SERVICES 4000 MIDDLEFIELD RD PALO ALTO CA 94303 510192551 501(c)(3) 12500 DONATION TEEN PREGNANCY COALITION SAN MATEO COUNTY 120 JAMES AVE REDWOOD CITY CA 94062 943227947 501(c)(3) 10000 DONATION LEGAL AID SOCIETY OF SAN MATEO COUNTY 521 E 5TH AVE SAN MATEO CA 94402 941451894 501(c)(3) 10000 DONATION STANFORD UNIVERSITY 251 CAMPUS DR STANFORD CA 94305 999373929 501(c)(3) 10000 DONATION SALUD PARA LA GENTE 195 AVIATION WY WATSONVILLE CA 95076 942705747 501(c)(3) 20000 DONATION FAMILY CAREGIVER ALLIANCE 180 MONTGOMERY ST SAN FRANCISCO CA 94104 942687079 501(c)(3) 10000 DONATION COMMUNITY HEALTH PARTNERSHIP INC 100 NO WINCHESTER SANTA CLARA CA 95050 770352645 501(c)(3) 10000 DONATION HOSPICE OF SANTA CRUZ COUNTY 940 DISC DR SCOTTS VALLEY CA 95066 942497618 501(c)(3) 10000 DONATION AVENIDAS 450 BRYANT ST PALO ALTO CA 94301 941480548 501(c)(3) 10000 DONATION SENIOR NETWORK SERVICES 1777-A CAPITOLA RD SANTA CRUZ CA 65062 942259716 501(c)(3) 10000 DONATION OMBUDSMAN SERVICES OF SAN MATEO COUNTY INC 711 NEVADA ST REDWOOD CITY CA 94061 943397402 501(c)(3) 10000 DONATION CARDIAC THERAPY FOUNDATION 4000 MIDDLEFIELD RD PALO ALTO CA 94303 770336212 501(c)(3) 10000 DONATION MARCH OF DIMES PO BOX 1657 WILKSBARRE PA 18703 131846366 501(c)(3) 15000 DONATION AMERICAN RED CROSS 2731 N 1ST STREET SAN JOSE CA 95134 945516472 501(c)(3) 10000 DONATION EL CAMINO HOSPITAL 2500 GRANT RD MOUNTAIN VIEW CA 54040 943167314 501(c)(3) 55562 DONATION SANTA CLARA UNIVERSITY 500 EL CAMINO REAL SANTA CLARA CA 95053 941156617 501(c)(3) 25000 DONATION AMERICAN RED CROSS BAY AREA 85 SECOND ST SAN FRANCISCO CA 94105 943045430 501(c)(3) 25000 DONATION SAN FRANCISCO FOUNDATION 885 BUSH SUITE 500 SAN FRANCISCO CA 94105 010679337 501(c)(3) 25000 DONATION PALO ALTO HILLS GOLF (CME EDUCATION EVENT) 3000 ALEXIS DR PALO ALTO CA 94304 941463217 501(c)(3) 13459 DONATION PATHWAYS HOSPICE FOUNDATION 201 SAN ANTONIO CIR MOUNTAIN VIEW CA 94040 770390660 501(c)(3) 10000 DONATION SANTA CLARA FAMILY HEALTH 201 E HACIENDA AVE CAMPBELL CA 95008 770545774 501(c)(3) 10000 DONATION AMERICAN CANCER SOCIETY 1720 SO AMPHLETT BLVD SAN MATEO CA 94402 941170350 501(c)(3) 30000 DONATION SUNNYVALE COMMUNITY SERVICES 725 KIFER RD SUNNYVALE CA 94086 941713897 501(C)(3) 10000 DONATION AMERICAN SOCIETY OF CLINICAL ONCOLOGY 1900 DUKE ST SUITE 200 ALEXANDRA VA 22314 136180380 501(C)(3) 40000 DONATION O'CONNOR HOSPITAL FOUNDATION 2105 FOREST AVE SAN JOSE CA 95128 912154436 501(C)(3) 125000 DONATION 30 0 PAMF NURSING SCHOLARSHIPS 14 52000 PROCEDURES FOR MONITORING THE USE OF GRANT FUNDS PART I, LINE 2 THE HEALTH CARE ENDOWMENT COMMITTEE (HCEC) (CURRENT/PAST TRUSTEES AND PHYSICIANS) APPROVE THE GRANTS. THE OUTSIDE FIRM OF KRAMER, BLUM AND ASSOCIATES IS RETAINED AND IT SENDS OUT THE REQUEST FOR PROPOSALS (RFP'S) TO THE AGENCIES THAT ARE INVITED TO APPLY. THE FIRM DOES THE DUE DILIGENCE TO DETERMINE IF THE AGENCIES ARE QUALIFIED, AND WORTHY OF A HCEC GRANT. THE FIRM PROVIDES THE ENDOWMENT COMMITTEE WITH A DOCKET AND ITS RECOMMENDATIONS PRIOR TO THE MEETING TO APPROVE OR NOT APPROVE THE PROPOSALS. 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 MUHAMMED AKHTAR 263825 0 45000 0 0 0 15925 0 18841 0 343591 0 0 0 PAUL DECHANT MD 0 433802 0 301194 0 85600 0 245246 0 18647 0 1084489 0 189075 LAWRENCE DEGHETALDI MD 0 500305 0 247922 0 2277 0 249991 0 18436 0 1018931 0 271453 DAVID DRUKER MD 0 2135005 0 780457 0 11928 0 440614 0 9416 0 3377420 0 565132 PATRICK FRY 0 1450576 0 1233950 0 15110 0 2058620 0 30292 0 4788548 0 973771 JEFF GERARD 0 613953 0 353400 0 4941 0 447307 0 18265 0 1437866 0 331232 DEBBIE GOODIN 0 300973 0 108640 0 1168 0 135317 0 16538 0 562636 0 99347 DAVID JURY 252441 0 25000 0 31887 0 20825 0 17070 0 347223 0 0 0 SHARON KUTIS 0 380433 0 131350 0 772 0 161119 0 12155 0 685829 0 110770 HAROLD LUFT 414799 0 65000 0 0 0 15925 0 21589 0 517313 0 0 0 KATHERINE MANUEL 0 232572 0 49600 0 291 0 91936 0 11982 0 386381 0 37670 FRANCIS MARZONI 667338 0 350094 0 48175 0 18375 0 15104 0 1099086 0 0 0 MARK MCLAUGHLIN 214007 0 0 0 0 0 0 0 0 0 214007 0 0 0 ROBERT MERWIN 0 555175 0 319660 0 7403 0 387854 0 16727 0 1286819 0 288231 CECILIA MONTALVO 0 320059 0 157591 0 3599 0 139324 0 16539 0 637112 0 95641 ALBERT J NOCELLA JR 0 196749 0 41300 0 3079 0 71374 0 11922 0 324424 0 39421 MICHAEL REANDEAU 0 320340 0 59700 0 8058 0 118680 0 6494 0 513272 0 62677 CLAIRE RENZI 262229 0 60000 0 4917 0 20825 0 10186 0 358157 0 0 0 RICHARD SLAVIN MD 0 581365 0 175000 0 5633 0 4956 0 5121 0 772075 0 0 PAUL TANG MD 513889 0 25000 0 20094 0 18176 0 23681 0 600840 0 0 0 VIVIAN K YOUNG 0 219317 0 50500 0 3428 0 89579 0 6286 0 369110 0 46081 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: LAWRENCE DEGHETALDI $35,100 DAVID DRUKER MD $122,700 PATRICK FRY $1,127,856 JEFF GERARD $101,700 SHARON KUTIS $23,700 PAUL DECHANT MD $32,800 DEBBIE GOODIN $19,900 KATHERINE MANUEL $8,200 ROBERT MERWIN $135,200 CECILIA MONTALVO $19,100 MICHAEL REANDEAU $16,200 VIVIAN K YOUNG $9,500 ALBERT J NOCELLA JR $6,800 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 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. CSCDA 2005A 680164610 130911U24 2005-10-19 141858436 CONSTRUCT & EQUIP FACILITY false false false CSCDA 2005BC 680164610 130795EG8 2007-05-01 31395146 REFUNDING - 10/19/2005 false false false CSCDA 2008BC 680164610 130795TD9 2008-05-14 90320108 CONSTRUCT & EQUIP FACILITY false false false 148293125 14758815 162264080 2008 false false true true 31866092 2341948 true false true true 94769437 25671812 79643155 false false true true false true true true true 0.01100 0.00000 0.01100 true false true true true true 0.00900 0.00000 0.00900 true false true true false true 0.00100 0.00000 0.00100 true false false false false false false false false false false false false false false false false false false SEE SCHEDULE O BASSETT GRIGER VILLARDO NORDGAAR TRUSTEES 452933283 SEE PART V false BURN HILL LACY AND CARMACK RICHARD LEVY BOD 1138256 SEE PART V false DESCRIPTIONS OF BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS SCHEDULE L, PART IV JAMES BASSETT MD, CHRISTINE GRIGER MD, ELIZABETH VILLARDO MD, JON NORDGAARD DPM, C TERRIGAL BURN MD, CARY HILL MD, JOSEPH LACY MD AND MARY ANN CARMACK MD, THE PAMF TRUSTEES, WERE ALSO SHAREHOLDERS & ON THE BOARD OF DIRECTORS OF PALO ALTO FOUNDATION MEDICAL GROUP(PAFMG). CONTRACTED SERVICES WERE PROVIDED BY PAFMG THROUGH THE PROFESSIONAL SERVICES AGREEMENT WHEREIN PAFMG PROVIDES THE PROFESSIONAL SERVICES RENDERED TO PAMF PATIENTS. RICHARD LEVY IS A TRUSTEE OF PAMF AND PART OWNER AND DIRECTOR OF VARIAN MEDICAL SYSTEMS. DURING THE YEAR PAMF PAID VARIAN FOR MEDICAL EQUIPMENT VIA AN ARMS-LENGTH AGREEMENT. X 9 271029 FMV OF STOCK X 1 865000 FMV OF CONDO 0 false true false MISSION STATEMENT FORM 990, PART I, LINE 1 AND PART III, LINE 1 WE ENHANCE THE WELL-BEING OF THE PEOPLE IN OUR COMMUNITIES THROUGH COMPASSION, EXCELLENCE AND INNOVATION IN HEALTH CARE SERVICE, RESEARCH AND EDUCATION. EXEMPT PURPOSE ACHIEVEMENTS FORM 990, PART III, LINE 4A THE PALO ALTO MEDICAL FOUNDATION FOR HEALTH CARE, RESEARCH AND EDUCATION (PAMF) IS A NOT-FOR-PROFIT HEALTH CARE ORGANIZATION THAT IS A PIONEER IN BOTH MULTISPECIALTY GROUP PRACTICE OF MEDICINE AND OUTPATIENT MEDICINE. IN 1993, PAMF AFFILIATED WITH SUTTER HEALTH, A FAMILY OF NOT-FOR-PROFIT HOSPITALS AND PHYSICIAN ORGANIZATIONS THAT SHARE RESOURCES AND EXPERTISE TO ADVANCE HEALTH CARE QUALITY. IN 2009, PAMF, MILLS-PENINSULA HEALTH SERVICES (MPHS), SUTTER MATERNITY AND SURGERY CENTER AND MENLO PARK SURGICAL HOSPITAL CAME TOGETHER TO FORM SUTTER HEALTH'S PENINSULA COASTAL REGION. SERVING MORE THAN 100 COMMUNITIES IN NORTHERN CALIFORNIA, SUTTER HEALTH IS A REGIONAL LEADER IN CARDIAC CARE AS WELL AS CARE OF WOMEN AND CHILDREN, AND IS A PIONEER IN ADVANCED PATIENT SAFETY TECHNOLOGY. IN 2008, THE PHYSICIANS OF THE FORMER CAMINO MEDICAL GROUP, PALO ALTO MEDICAL CLINIC AND SANTA CRUZ MEDICAL CLINIC MERGED INTO A SINGLE PHYSICIAN GROUP CALLED THE PALO ALTO FOUNDATION MEDICAL GROUP (PAFMG) TO CONTRACT WITH PAMF TO PROVIDE PHYSICIAN SERVICES AND IN 2010, A NEW MULTISPECIALTY PHYSICIAN GROUP, PENINSULA MEDICAL CLINIC (PMC), WAS FORMED. NOW, PAMF'S 1,058 AFFILIATED PHYSICIANS AND 4,350 EMPLOYEES SERVE MORE THAN 660,000 PATIENTS AT 35 SITES THROUGHOUT THE BAY AREA. PAMF'S MISSION IS TO ENHANCE THE WELL-BEING OF THE PEOPLE IN OUR COMMUNITIES THROUGH COMPASSION, EXCELLENCE AND INNOVATION IN HEALTH CARE SERVICES, RESEARCH AND EDUCATION. PAMF HAS THREE DIVISIONS: 1. HEALTH CARE 2. EDUCATION 3. RESEARCH HEALTH CARE DIVISION PAMF'S HEALTH CARE DIVISION CONSISTS OF FOUR DIVISIONS: 1. PALO ALTO, SERVING ALAMEDA, SAN MATEO AND SANTA CLARA COUNTIES 2. CAMINO, SERVING SANTA CLARA COUNTY 3. SANTA CRUZ , SERVING SANTA CRUZ COUNTY 4. MILLS-PENINSULA, SERVING SAN MATEO COUNTY THESE DIVISIONS OFFER MORE THAN 45 MEDICAL SPECIALTIES, A FULL RANGE OF MEDICAL SERVICES, AND STATE-OF-THE-ART TECHNOLOGY. THIS TECHNOLOGY INCLUDES THE MOST ADVANCED DIAGNOSTIC IMAGING AND TREATMENT DEVICES, AN ELECTRONIC HEALTH RECORD SYSTEM, THREE LICENSED ACUTE-CARE FACILITIES, AND ONE ACCREDITED HOME HEALTH AGENCY. PAMF'S ADVANCED CAPABILITIES AND EMPHASIS ON OUTPATIENT CARE ALLOW PHYSICIANS AND STAFF TO MINIMIZE HOSPITALIZATION OF PATIENTS, REDUCING THE OVERALL COST OF MEDICAL CARE SIGNIFICANTLY WHILE MAINTAINING THE HIGHEST QUALITY OF CARE FOR PATIENTS. AS PART OF ITS COMMITMENT TO SERVING ITS COMMUNITY, PAMF PROVIDES CARE TO MEDICALLY INDIGENT PATIENTS AND THOSE ENROLLED IN MEDICARE, MEDI-CAL, AND OTHER GOVERNMENT PROGRAMS WHOSE REIMBURSEMENTS FALL SHORT OF COVERING THE COST OF PROVIDING CARE. ACHIEVEMENTS * PAMF RECEIVED A THREE-YEAR ACCREDITATION FROM THE INSTITUTE OF MEDICAL QUALITY (IMQ) IN 2010. RECOGNIZED BY THE MEDICAL BOARD OF CALIFORNIA, MANY LIABILITY CARRIERS, WORKERS' COMPENSATION AND INSURERS, IMQ'S AMBULATORY PROGRAM WAS DESIGNED TO PROMOTE QUALITY CARE AND ASSURE COMPLIANCE WITH GOVERNMENT REGULATIONS. * THE INTEGRATED HEALTHCARE ASSOCIATION (IHA) HAS NAMED THE PALO ALTO MEDICAL FOUNDATION (PAMF) AS ONE OF THE MOST OUTSTANDING PHYSICIAN GROUPS IN CALIFORNIA BASED ON ITS PAY-FOR-PERFORMANCE (P4P) PROGRAM MEASURE FOR SIX CONSECUTIVE YEARS. IN OVERALL PERFORMANCE, PAMF RANKED AS A "TOP PERFORMER" IN PATIENT EXPERIENCE, INFORMATION TECHNOLOGY AND CLINICAL QUALITY, SUCH AS CANCER SCREENINGS, IMMUNIZATIONS AND DIABETES CARE. * IN 2010, PAMF WAS RANKED IN THE TOP TEN OF THE TOP WORK PLACES IN THE BAY AREA, IN THE FIRST EMPLOYEE-BASED SURVEY OF BAY AREA COMPANIES. PAMF PLACED FIRST AS THE TOP NON-PROFIT WORKPLACE AND SIXTH IN THE TOP 10 LARGE COMPANIES TO WORK FOR. * FOR THE SECOND YEAR IN A ROW, MODERN HEALTHCARE SELECTED SUTTER MATERNITY AND SURGERY CENTER AS ONE OF THE "BEST PLACES TO WORK IN HEALTHCARE." (2010) * SUTTER MATERNITY AND SURGERY CENTER (SMSC) RECEIVED THE 2010 PRESS GANEY SUMMIT AWARD FOR BEING IN THE TOP FIVE PERCENT NATIONALLY IN PATIENT SATISFACTION FOR HEALTH CARE FACILITIES. A SECOND AWARD, "THE BEST PLACE TO PRACTICE AWARD," RECOGNIZED SMSC FOR REACHING AND SUSTAINING THE 95TH PERCENTILE ON THEIR PHYSICIAN SATISFACTION SURVEYS. * MORE THAN 242,000 PAMF PATIENTS ARE ENROLLED IN PAMFONLINE, AN INNOVATIVE SET OF INTERNET-BASED SERVICES THAT ALLOWS PATIENTS TO CONNECT TO KEY PORTIONS OF THEIR ELECTRONIC HEALTH RECORD. (2010) * ON THE ANNUAL SURVEY OF HEALTH CARE PROVIDERS FROM THE OFFICE OF THE PATIENT ADVOCATE (OPA), A STATE AGENCY THAT ISSUES AN ANNUAL REPORT CARD TO HELP CONSUMERS EVALUATE HEALTH COVERAGE, PAMF RECEIVED THE HIGHEST RATING - FOUR STARS OUT OF A POSSIBLE FOUR - FOR PATIENT SATISFACTION. (2009) * PAMF'S RESEARCH INSTITUTE HAS RECEIVED MORE THAN $6 MILLION IN GRANTS FROM THE AGENCY FOR HEALTHCARE RESEARCH AND QUALITY AND NATIONAL INSTITUTES OF HEALTH. (2009) * SUTTER HEALTH PRESIDENT'S AWARD - THIS AWARD RECOGNIZES OUTSTANDING PERFORMANCE IN THE AREAS OF CLINICAL QUALITY, SERVICE EXCELLENCE, COMMUNITY BENEFIT AND CHARITY CARE, EMPLOYEE AND PHYSICIAN SATISFACTION, TARGETED GROWTH AND FINANCIAL HEALTH. (2008) * WORKING WITH ENIGMA CKM INC., PAMF DEVELOPED MEDICAL INFORMATICS TECHNOLOGY TO PERSONALIZE THE CARE OF INDIVIDUALS WITH CHRONIC HEALTH CONDITIONS. * PAMF BECAME THE FIRST HEALTH CARE ORGANIZATION IN THE WORLD TO USE A NEW HIGH-DEFINITION MULTI-LEAF COLLIMATOR. THIS ULTRA-FINE DEVICE FOR RADIOSURGERY ALLOWS DOCTORS TO TREAT BRAIN TUMORS AND CANCER IN ALL PARTS OF THE BODY WITH UNSURPASSED ACCURACY - ALL WITH FEWER SIDE EFFECTS, GREATER PATIENT COMFORT AND IMPROVED OUTCOMES AS COMPARED TO CONVENTIONAL "OPEN" SURGERY. * PAMF'S DEPARTMENT OF RADIATION ONCOLOGY IS AMONG JUST A MINORITY OF OUTPATIENT FACILITIES THAT OFFER TWO ADVANCED RADIATION THERAPY TECHNIQUES: THREE-DIMENSIONAL CONFORMAL RADIOTHERAPY (3DCRT) AND AN EXTENSION OF THIS APPROACH KNOWN AS INTENSITY MODULATED RADIATION THERAPY (IMRT). * PAMF'S MOUNTAIN VIEW CENTER WAS THE FIRST MEDICAL CENTER IN NORTHERN CALIFORNIA WITH A POWERFUL DUAL-SOURCE CARDIAC COMPUTER TOMOGRAPHY (CT) SCANNER THAT ALLOWS CARDIOLOGIST TO FIND PATIENTS' HEART PROBLEMS QUICKLY AND PAINLESSLY. EDUCATION DIVISION PAMF'S EDUCATION DIVISION PROVIDES HEALTH EDUCATION THROUGH HEALTH PROMOTION CLASSES, SUPPORT GROUPS AND COMMUNITY OUTREACH. IT PROVIDES FINANCIAL SUPPORT TO COMMUNITY ORGANIZATIONS, PROJECTS RELATED TO HEALTH CARE, IN-KIND ASSISTANCE THROUGH DONATIONS OF MEDICAL EQUIPMENT, AND HEALTH FAIRS AND PROGRAMS. THE HEALTH EDUCATION PROGRAMS OFFERED BY PAMF'S EDUCATION DIVISION FOCUS ON WELLNESS, PRENATAL/POSTPARTUM CARE AND DISEASE MANAGEMENT. PAMF ALSO OFFERS NEED-BASED SCHOLARSHIPS FOR EDUCATION CLASSES. IN ADDITION, THE EDUCATION DIVISION OFFERS FREE COMMUNITY LECTURES, HEALTH RESOURCE CENTERS, SUPPORT GROUPS, AND PROVIDES RELIABLE HEALTH INFORMATION TO THE PUBLIC THROUGH PAMF'S WEBSITE, PAMF.ORG. SEPARATE WEB SITES FOR PRETEENS, TEENS AND PARENTS OFFER MEDICALLY ACCURATE AND AGE-APPROPRIATE INFORMATION FOR THOSE IN THE COMMUNITY AND AROUND THE WORLD. THE TEEN SITE HAS RECEIVED MORE THAN 13 MILLION VISITS FROM AROUND THE WORLD SINCE IT LAUNCHED IN 2001, AND THE PRETEEN SITE HAS RECEIVED MORE THAN 1.7 MILLION VISITS SINCE IT WAS LAUNCHED IN 2004. PAMF IS COMMITTED TO BEING AN ACTIVE MEMBER OF THE COMMUNITIES IT SERVES, AND SUPPORTS VARIOUS COMMUNITY PROGRAMS AND SERVICES SUCH AS PROJECTS AND EDUCATIONAL ACTIVITIES WITH LOCAL SCHOOL DISTRICTS, AND PARTNERSHIPS WITH COMMUNITY ORGANIZATIONS, INCLUDING CLOSE PARTNERSHIPS WITH COMMUNITY CLINICS IN UNDERSERVED AREAS. PAMF'S PHYSICIANS AND STAFF MEMBERS ALSO DONATE HUNDREDS OF HOURS TO COMMUNITY SERVICE. RESEARCH DIVISION THE MISSION OF THE PAMF RESEARCH INSTITUTE IS TO BE A WORLD LEADER IN THE AREAS OF BIOMEDICAL, CLINICAL, HEALTH POLICY, PUBLIC HEALTH RESEARCH AND RESEARCH TRAINING. THE RESEARCH INSTITUTE ALSO OVERSEES CLINICAL TRIALS CONDUCTED BY PAMF PHYSICIANS. PAMF'S RESEARCH PROGRAMS ARE NATIONALLY KNOWN AND HAVE MADE NUMEROUS DISCOVERIES LEADING TO IMPROVEMENT OF CARE FOR THE ENTIRE COMMUNITY. THE RESEARCH INSTITUTE RECEIVES FUNDING FROM THE NATIONAL INSTITUTES OF HEALTH, OTHER GOVERNMENT GRANTS, AND FROM INDIVIDUAL GIFTS FROM DONORS. 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 OF DIRECTORS: (A) MERGER, CONSOLIDATION, REORGANIZATION OR DISSOLUTION OF THE CORPORATION. (B) AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE CORPORATION. (C) ADOPTION OF OPERATING BUDGETS AND CAPITAL BUDGETS (ALTHOUGH THE BOARD IS EMPOWERED TO DEVELOP ITS OWN BUDGETS WITHIN THE GUIDELINES AND OBJECTIVES SET BY THE GENERAL MEMBER). (D) EXPENDITURES BEYOND APPROVED BUDGETS AND IN EXCESS OF A DOLLAR AMOUNT, NOT LESS THAN $200,000, TO BE SET BY THE GENERAL MEMBER. (E) BORROWING IN EXCESS OF A DOLLAR AMOUNT, NOT LESS THAN $200,000, TO BE SET BY THE GENERAL MEMBER (FOR THE PURPOSE OF THIS SECTION 14.1, "BORROWING" INCLUDES, BUT IS NOT LIMITED TO, LEASE AGREEMENTS AND INSTALLMENT CONTRACTS). (F) PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE OR ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, WITH A VALUE IN EXCESS OF A DOLLAR AMOUNT, NOT LESS THAN $200,000, TO BE SET BY THE GENERAL MEMBER AND NOT PREVIOUSLY INCLUDED IN THE CAPITAL BUDGET. (G) APPOINTMENT OF AN INDEPENDENT AUDITOR AND CORPORATE COUNSEL. (H) APPROVAL OF TRANSACTIONS OF THIS CORPORATION IN WHICH A TRUSTEE OR OFFICER OF THIS CORPORATION HAS A MATERIAL FINANCIAL INTEREST. (I) APPROVAL OF SELECTION OF THE CHIEF EXECUTIVE OFFICER. (J) ADOPTION OF QUALITY IMPROVEMENT PROCEDURES OR STANDARDS THAT DO NOT MEET OR EXCEED GUIDELINES OR PROCEDURES ESTABLISHED BY THE GENERAL MEMBER. (NOTWITHSTANDING THE FOREGOING, IT IS UNDERSTOOD AND AGREED THAT THE GENERAL MEMBER WILL NOT IMPOSE GUIDELINES OR PROCEDURES THAT MAY HAVE A MATERIAL ADVERSE EFFECT ON THE CORPORATION, WITHOUT THE PRIOR APPROVAL OF THIS CORPORATION.) (K) THE CREATION OF ANY SUBSIDIARY ORGANIZATION. 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 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 COMPENSATION COMMITTEE 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. HOURS PER WEEK DEVOTED TO RELATED ORGANIZATION FORM 990, PART VII 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. DAVID DRUKER MD PATRICK FRY ROBERT MERWIN OTHER CHANGES IN FUND BALANCE FORM 990, PART XI, LINE 5 EQUITY TRANSFERS (NET) $(45,595,008) CHANGE IN UNREALIZED GAIN/(LOSS) ON INVESTMENTS 2,915,649 INTEREST INCOME FROM K-1 (211) RENTAL INCOME FROM K-1 (47,889) PARTNERSHIP INCOME ON BOOKS 69,577 ADJUSTMENTS TO BEGINNING BALANCE 1,868,786 ANNUITY TRUE-UP 10,947 CHANGE IN SPLIT INTEREST 4,854 ------------ $(40,773,295) ============ COMPILATION, REVIEW AND AUDIT OF INDEPENDENT ACCOUNTANT FORM 990, PART XII, 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. SCHEDULE K SUPPLEMENTAL INFORMATION SCHEDULE K, PART V GLOBAL DISCLOSURE PART I, COLUMN (E): THE ORGANIZATION'S SOLE CORPORATE MEMBER IS A CONDUIT BORROWER OF TAX-EXEMPT BOND ISSUES THAT ALLOCATES PORTIONS OF EACH ISSUE TO SUBSIDIARY ORGANIZATIONS. THE ORGANIZATION IS ONLY REPORTING THE AMOUNT IT HAS BEEN ALLOCATED. PART II, LINE 7: ISSUANCE COSTS WERE FUNDED THROUGH AN EQUITY CONTRIBUTION. PAMF SPECIFIC PART I, LINE B, COLUMN (F): THE INITIAL BONDS ISSUED IN 2005 WERE NEW MONEY BONDS THAT WERE RETIRED AND REISSUED ON MAY 1, 2007. ACCORDINGLY, WHERE APPROPRIATE, SCHEDULE K REFLECTS THE CURRENT REFUNDING BONDS THAT WERE TREATED AS REISSUED RATHER THAN REFLECTING THE "NEW MONEY" BONDS. 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 MILLS PENINSULA HEALTH SERVICES O 38618726 MILLS PENINSULA HEALTH SERVICES P 24265615