TY 2015 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) CHRISTOPHER BECNEL...................................................................... TRUSTEE, CHAIR	1.0 ................. 0.0	X	X	0	0
(2) DIANA BELL...................................................................... TRUSTEE	1.0 ................. 0.0	X		0	0
(3) DAVID BLACK MD...................................................................... TRUSTEE, VICE CHAIR	1.0 ................. 0.0	X	X	0	0
(4) DAVID BRADLEY...................................................................... PRES SH BAY AREA (PART YEAR)	1.0 ................. 40.0	X	X	2,095,299	225,863
(5) WILLIAM BRUNETTI...................................................................... TRUSTEE (PART YEAR)	1.0 ................. 0.0	X		0	0
(6) EILEEN CONSORTI MD...................................................................... TRUSTEE (PART YEAR)	1.0 ................. 0.0	X		0	0
(7) MICHAEL DAVIES...................................................................... TRUSTEE (PART YEAR)	1.0 ................. 0.0	X		0	0
(8) THEODORE DEIKEL...................................................................... TRUSTEE (PART YEAR)	1.0 ................. 0.0	X		0	0
(9) MICHAEL DIGIACOMO DPM...................................................................... TRUSTEE, CHAIR F&P (PT YR)	1.0 ................. 0.0	X	X	0	0
(10) ERIC DOVICHI MD...................................................................... TRUSTEE (PART YEAR)	1.0 ................. 0.0	X		0	0
(11) EMIL ROY EISENHARDT...................................................................... TRUSTEE (PART YEAR)	1.0 ................. 0.0	X		0	0
(12) ERIC FLOWERS...................................................................... TRUSTEE	1.0 ................. 0.0	X		0	0
(13) VINCENT FORTE...................................................................... TRUSTEE (PART YEAR)	1.0 ................. 0.0	X		0	0
(14) DAVID FREY...................................................................... TRUSTEE (PART YEAR)	1.0 ................. 0.0	X		0	0
(15) PATRICK FRY...................................................................... PRES & CEO, SH (PART YEAR)	1.0 ................. 40.0	X		3,841,745	3,627,909
(16) OWEN GARRICK MD...................................................................... TRUSTEE	1.0 ................. 0.0	X		0	0
(17) MICHAEL GAULKE...................................................................... TRUSTEE SH BOARD	1.0 ................. 7.0	X		27,500	0

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(18) JEFF GERARD........................................................................ PRES SH BAY AREA (PART YEAR)	1.0 .......................40.0	X	X				0	1,503,468	414,818
(19) VINITA GUPTA........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(20) RICHARD CARY HILL MD........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(21) KATHERINE HSIAO MD........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(22) STEVEN KATZNELSON MD........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(23) JUNAID KHAN MD........................................................................ TRUSTEE, COS (PART YEAR)	1.0 .......................0.0	X					0	0	0
(24) SARAH KREVANS........................................................................ ASST SECR, COO SUTTER HEALTH	1.0 .......................40.0	X	X				0	2,077,694	496,140
(25) JOSEPH LACY MD........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(26) RICHARD LEVY........................................................................ TRUSTEE, CHAIR FIN (PART YEAR)	1.0 .......................7.0	X					0	27,500	0
(27) TIMOTHY MURPHY MD........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(28) DONALD G NELSON........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(29) DENNIS O'CONNELL........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(30) STEVEN OLIVER........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(31) JEFFREY RANDALL MD........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(32) JOHN RYAN........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(33) THEODORE SANGER........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(34) ANNETTE SHAIEB MD........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(35) RON SINHA MD........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(36) MARGARET TAYLOR........................................................................ TRUSTEE (PART YEAR)	1.0 .......................0.0	X					0	0	0
(37) ANTHONY WAGNER........................................................................ TRUSTEE, CHAIR (PT YR)	1.0 .......................0.0	X	X				0	0	0
(38) GREGORY BROWN........................................................................ VP & REG COUNSEL, EB (PT YR)	1.0 .......................40.0		X				0	478,623	97,354
(39) JOHN GATES........................................................................ CFO, EAST & WEST BAY REGION	1.0 .......................40.0		X				0	967,966	183,142
(40) KAREN HALL........................................................................ CHIEF LEGAL OFFICER BAY AREA	1.0 .......................40.0		X				0	588,758	116,427
(41) WOJTEK NOWAK........................................................................ CFO, SUTTER EAST BAY MED FOUND	40.0 .......................0.0			X			0	407,479	52,615
(42) CATHERINE PROSSER........................................................................ REG DIR - REVENUE CYCLE	40.0 .......................0.0			X			209,580	0	23,533
(43) GARY ZUFELT........................................................................ CEO, SUTTER EAST BAY MED FOUND	40.0 .......................0.0			X			0	703,438	139,825
(44) ADIMIKA MEADOWS ARTHUR........................................................................ DIR OPS CENTRAL ZONE	40.0 .......................0.0				X		181,117	0	28,035
(45) KATHERINE BLANTON........................................................................ DIR INTEGRATED QUALITY SVCS	40.0 .......................0.0				X		195,852	0	28,834
(46) CATHLEEN CONNELLY........................................................................ DIR OFFICE BASE CARE TRNSFRMT	40.0 .......................0.0				X		192,537	0	19,435
(47) KENNETH FARR........................................................................ MANAGER BUSINESS SERVICES	40.0 .......................0.0				X		164,886	0	18,107
(48) CECILIA FISHER........................................................................ DIR-CLINICAL OPS (LICENSED)	40.0 .......................0.0				X		194,760	0	19,583
(49) ED BERDICK........................................................................ SVP SH SHARED SVCS (FRMR OFCR)	0.0 .......................40.0					X	0	2,978,415	329,900
(50) BRIAN HUNTER........................................................................ VP SH SHARED SVCS (FRMR OFCR)	0.0 .......................40.0					X	0	825,313	145,337

(A) Name and business address	(B) Description of services	(C) Compensation
EAST BAY PHYSICIANS MEDICAL GROUP, 3687 MT DIABLO BLVD STE 200 LAFAYETTE,CA94549	MEDICAL SERVICES	78,304,593
SUTTER CONNECT, 10470 OLD PLACERVILLE RD SACRAMENTO,CA95827	MANAGEMENT SERVICES	13,113,903
TOWERS WATSON DELAWARE, LOCKBOX 28025 28025 NETWORK PL CHICAGO,IL606731280	MANAGEMENT SERVICES	564,748
CALIFORNIA EMERGENCY PHYSICIANS MED, 2100 POWELL ST STE 900 EMERYVILLE,CA94608	MEDICAL SERVICES	305,401
DIVERSIFIED HEALTHCARE RESOURCES LL, PO BOX 4950 THE WOODLANDS,TX77387	MANAGEMENT SERVICES	259,125
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 14

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
right arrow

Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public
Inspection

Name of the organization

SUTTER EAST BAY MEDICAL FOUNDATION

Employer identification number

94-2690415

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E (Form 990 or 990-EZ))

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............. 1

Provide the following information about the supported organization(s).

(i)Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 9 above (see instructions))	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN		Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(A) SUTTER EAST BAY HOSPITALS	941196176	3	Yes		0	0

Total 1					0	0

For Paperwork Reduction Act Notice, see the Instructions for
Form 990 or 990-EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2015

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any unusual grants.) ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support. Add lines 7 through 10.

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2015 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2014 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2015. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2014. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2015. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the facts-and-circumstances test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2014. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2015

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513...
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support. (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2015 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2014 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2015 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2014 Schedule A, Part III, line 17 .............

19a

331/3% support tests—2015. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2014. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2015

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990 or 990-EZ) 2015

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Yes

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2015

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2015

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2015 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2015	(iii) Distributable Amount for 2015
1 Distributable amount for 2015 from Section C, line 6
2 Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2015:
a
b
c
d From 2013.......
e From 2014.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2015 distributable amount
i Carryover from 2010 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2015 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2015 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2016. Add lines 3j and 4c.
8 Breakdown of line 7:
a
b
c Excess from 2013.......
d From 2014.......
e From 2015.......

Schedule A (Form 990 or 990-EZ) (2015)

Schedule A (Form 990 or 990-EZ) 2015

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
SCHEDULE A, PART I, LINE 11G	SUTTER EAST BAY MEDICAL FOUNDATION SUPPORTS SUTTER EAST BAY HOSPITALS (EIN 94-1196176), A RELATED 501(C)(3) HOSPITAL, BY PROVIDING PHYSICIANS AND MEDICAL CARE FOR PATIENTS.
SCHEDULE A, PART IV, SECTION A, LINE 1	SUTTER EAST BAY MEDICAL FOUNDATION (SEBMF) IS A SUPPORTING ORGANIZATION TO SUTTER EAST BAY HOSPITALS (SEBH), A RELATED NOT-FOR-PROFIT HOSPITAL ORGANIZATION. SEBMF IS A MEDICAL CLINIC THAT PROVIDES PHYSICIANS AND PATIENTS TO SEBH. THESE ORGANIZATIONS SHARE A MAJORITY OF COMMON OFFICERS AND TRUSTEES. BOTH OF THESE ORGANIZATIONS HAVE A COMMON PARENT, SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. PURSUANT TO THE BYLAWS OF EACH SUPPORTED ORGANIZATION, SUTTER HEALTH IS ALSO THE SOLE CORPORATE MEMBER AND HAS THE POWER TO APPOINT OR REMOVE AT LEAST A MAJORITY OF THE DIRECTORS. IN ADDITION, THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS CERTAIN "RESERVED POWERS" WHICH REQUIRE THAT CERTAIN DECISIONS MADE BY SUPPORTED ORGANIZATION BOARDS MUST BE APPROVED BY THE SUTTER HEALTH BOARD OF DIRECTORS BEFORE BEING EFFECTIVE.

Return Reference

Explanation

SCHEDULE A, PART I, LINE 11G

SUTTER EAST BAY MEDICAL FOUNDATION SUPPORTS SUTTER EAST BAY HOSPITALS (EIN 94-1196176), A RELATED 501(C)(3) HOSPITAL, BY PROVIDING PHYSICIANS AND MEDICAL CARE FOR PATIENTS.

SCHEDULE A, PART IV, SECTION A, LINE 1

SUTTER EAST BAY MEDICAL FOUNDATION (SEBMF) IS A SUPPORTING ORGANIZATION TO SUTTER EAST BAY HOSPITALS (SEBH), A RELATED NOT-FOR-PROFIT HOSPITAL ORGANIZATION. SEBMF IS A MEDICAL CLINIC THAT PROVIDES PHYSICIANS AND PATIENTS TO SEBH. THESE ORGANIZATIONS SHARE A MAJORITY OF COMMON OFFICERS AND TRUSTEES. BOTH OF THESE ORGANIZATIONS HAVE A COMMON PARENT, SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. PURSUANT TO THE BYLAWS OF EACH SUPPORTED ORGANIZATION, SUTTER HEALTH IS ALSO THE SOLE CORPORATE MEMBER AND HAS THE POWER TO APPOINT OR REMOVE AT LEAST A MAJORITY OF THE DIRECTORS. IN ADDITION, THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS CERTAIN "RESERVED POWERS" WHICH REQUIRE THAT CERTAIN DECISIONS MADE BY SUPPORTED ORGANIZATION BOARDS MUST BE APPROVED BY THE SUTTER HEALTH BOARD OF DIRECTORS BEFORE BEING EFFECTIVE.

Schedule A (Form 990 or 990-EZ) 2015

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

SUTTER EAST BAY MEDICAL FOUNDATION

Employer identification number

94-2690415

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.

			(a) Donor advised funds	(b) Funds and other accounts

1	Total number at end of year ....
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ....

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ...........

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ............................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" on Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ...	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included on Form 990, Part VIII, line 1 ......................... SchDMd Bullet

(ii)

Assets included in Form 990, Part X ............................... SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included on Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2015

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
c	Beginning balance .............................	1c
d	Additions during the year ............................	1d
e	Distributions during the year ..........................	1e
f	Ending balance ................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" on Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	(c)Two years back	(d)Three years back	(e)Four years back

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages on lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations .................

3a(i)

(ii) related organizations .................

3a(ii)

If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land ...	3,738,608		3,738,608
b	Buildings	28,431,465	7,440,108	20,991,357
c	Leasehold improvements	17,219,756	8,218,584	9,001,172
d	Equipment ...	19,807,193	11,418,637	8,388,556
e	Other ...	2,867,996	884,256	1,983,740
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				44,103,433

Schedule D (Form 990) 2015

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c)Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) OTHER ASSETS				29,336
(2) OTHER RECEIVABLES				511,338
(3) INTERCOMPANY RECEIVABLES				3,965,231
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				4,505,905

Part X

Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes	0
INSURANCE LIABILITIES	48,630
OTHER LIABILITIES	747,032
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	795,662
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2015

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1..................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d....................		2e
3	Subtract line 2e from line 1...................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.....................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
SCHEDULE D, PART X, LINE 2	THIS ORGANIZATION WAS PART OF A CONSOLIDATED FINANCIAL SYSTEM AUDIT. THE ASC 740 AUDIT FOOTNOTE DISCLOSURE FOR THE SUTTER SYSTEM IS AS FOLLOWS: SUTTER HEALTH, THE LEGAL ENTITY, AND MOST AFFILIATES HAVE BEEN DETERMINED TO BE EXEMPT ORGANIZATIONS BY THE INTERNAL REVENUE SERVICE, (PURSUANT TO INTERNAL REVENUE CODE SECTION 501 (C)(3)), AND THE CALIFORNIA FRANCHISE TAX BOARD (PURSUANT TO CALIFORNIA REVENUE AND TAXATION CODE 23701(D)) AND, GENERALLY, ARE NOT SUBJECT TO TAXES ON INCOME. CERTAIN ACTIVITIES OF SUTTER ARE SUBJECT TO INCOME TAXES; HOWEVER, SUCH ACTIVITIES ARE NOT SIGNIFICANT TO THE CONSOLIDATED FINANCIAL STATEMENTS. WITH RESPECT TO ITS TAXABLE ACTIVITIES, SUTTER RECORDS INCOME TAXES USING THE LIABILITY METHOD, UNDER WHICH DEFERRED TAX ASSETS AND LIABILITIES ARE DETERMINED BASED ON THE DIFFERENCES BETWEEN THE FINANCIAL ACCOUNTING AND TAX BASIS OF ASSETS AND LIABILITIES. DEFERRED TAX ASSETS OR LIABILITIES AT THE END OF EACH PERIOD ARE DETERMINED USING THE CURRENTLY ENACTED TAX RATE EXPECTED TO APPLY TO TAXABLE INCOME IN THE PERIODS THAT THE DEFERRED TAX ASSET OR LIABILITY IS EXPECTED TO BE REALIZED OR SETTLED. SUTTER RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. SUTTER RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. AT DECEMBER 31, 2015 AND 2014, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS.

Return Reference

Explanation

SCHEDULE D, PART X, LINE 2

THIS ORGANIZATION WAS PART OF A CONSOLIDATED FINANCIAL SYSTEM AUDIT. THE ASC 740 AUDIT FOOTNOTE DISCLOSURE FOR THE SUTTER SYSTEM IS AS FOLLOWS: SUTTER HEALTH, THE LEGAL ENTITY, AND MOST AFFILIATES HAVE BEEN DETERMINED TO BE EXEMPT ORGANIZATIONS BY THE INTERNAL REVENUE SERVICE, (PURSUANT TO INTERNAL REVENUE CODE SECTION 501 (C)(3)), AND THE CALIFORNIA FRANCHISE TAX BOARD (PURSUANT TO CALIFORNIA REVENUE AND TAXATION CODE 23701(D)) AND, GENERALLY, ARE NOT SUBJECT TO TAXES ON INCOME. CERTAIN ACTIVITIES OF SUTTER ARE SUBJECT TO INCOME TAXES; HOWEVER, SUCH ACTIVITIES ARE NOT SIGNIFICANT TO THE CONSOLIDATED FINANCIAL STATEMENTS. WITH RESPECT TO ITS TAXABLE ACTIVITIES, SUTTER RECORDS INCOME TAXES USING THE LIABILITY METHOD, UNDER WHICH DEFERRED TAX ASSETS AND LIABILITIES ARE DETERMINED BASED ON THE DIFFERENCES BETWEEN THE FINANCIAL ACCOUNTING AND TAX BASIS OF ASSETS AND LIABILITIES. DEFERRED TAX ASSETS OR LIABILITIES AT THE END OF EACH PERIOD ARE DETERMINED USING THE CURRENTLY ENACTED TAX RATE EXPECTED TO APPLY TO TAXABLE INCOME IN THE PERIODS THAT THE DEFERRED TAX ASSET OR LIABILITY IS EXPECTED TO BE REALIZED OR SETTLED. SUTTER RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. SUTTER RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. AT DECEMBER 31, 2015 AND 2014, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS.

Schedule D (Form 990) 2015

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

SUTTER EAST BAY MEDICAL FOUNDATION

Employer identification number

94-2690415

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .........

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed on Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization?

If "Yes," on line 5a or 5b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization?

Any related organization? .........................

If "Yes," on line 6a or 6b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2015

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1DAVID BRADLEYPRES SH BAY AREA (PART YEAR)	(i) (ii)	0 ------------- 651,755	0 ------------- 1,347,536	0 ------------- 96,008	0 ------------- 217,742	0 ------------- 8,121	0 ------------- 2,321,162	0 ------------- 431,393
2PATRICK FRYPRES & CEO, SH (PART YEAR)	(i) (ii)	0 ------------- 1,562,833	0 ------------- 1,913,420	0 ------------- 365,492	0 ------------- 3,592,743	0 ------------- 35,166	0 ------------- 7,469,654	0 ------------- 1,281,022
3JEFF GERARDPRES SH BAY AREA (PART YEAR)	(i) (ii)	0 ------------- 763,104	0 ------------- 627,231	0 ------------- 113,133	0 ------------- 394,192	0 ------------- 20,626	0 ------------- 1,918,286	0 ------------- 406,467
4SARAH KREVANSASST SECR, COO SUTTER HEALTH	(i) (ii)	0 ------------- 1,045,572	0 ------------- 888,993	0 ------------- 143,129	0 ------------- 470,092	0 ------------- 26,048	0 ------------- 2,573,834	0 ------------- 559,293
5GREGORY BROWNVP & REG COUNSEL, EB (PT YR)	(i) (ii)	0 ------------- 324,794	0 ------------- 147,062	0 ------------- 6,767	0 ------------- 80,642	0 ------------- 16,712	0 ------------- 575,977	0 ------------- 36,813
6JOHN GATESCFO, EAST & WEST BAY REGION	(i) (ii)	0 ------------- 633,354	0 ------------- 285,096	0 ------------- 49,516	0 ------------- 163,042	0 ------------- 20,100	0 ------------- 1,151,108	0 ------------- 135,078
7KAREN HALLCHIEF LEGAL OFFICER BAY AREA	(i) (ii)	0 ------------- 357,431	0 ------------- 206,850	0 ------------- 24,477	0 ------------- 99,242	0 ------------- 17,185	0 ------------- 705,185	0 ------------- 107,824
8WOJTEK NOWAKCFO, SUTTER EAST BAY MED FOUND	(i) (ii)	0 ------------- 259,122	0 ------------- 128,477	0 ------------- 19,880	0 ------------- 41,773	0 ------------- 10,842	0 ------------- 460,094	0 ------------- 54,593
9CATHERINE PROSSERREG DIR - REVENUE CYCLE	(i) (ii)	187,382 ------------- 0	22,198 ------------- 0	------------- 0	10,898 ------------- 0	12,635 ------------- 0	233,113 ------------- 0	0 ------------- 0
10GARY ZUFELTCEO, SUTTER EAST BAY MED FOUND	(i) (ii)	0 ------------- 399,575	0 ------------- 257,064	0 ------------- 46,799	0 ------------- 117,742	0 ------------- 22,083	0 ------------- 843,263	0 ------------- 155,456
11ADIMIKA MEADOWS ARTHURDIR OPS CENTRAL ZONE	(i) (ii)	167,956 ------------- 0	13,161 ------------- 0	0 ------------- 0	9,418 ------------- 0	18,617 ------------- 0	209,152 ------------- 0	0 ------------- 0
12KATHERINE BLANTONDIR INTEGRATED QUALITY SVCS	(i) (ii)	174,918 ------------- 0	20,934 ------------- 0	0 ------------- 0	10,184 ------------- 0	18,650 ------------- 0	224,686 ------------- 0	0 ------------- 0
13CATHLEEN CONNELLYDIR OFFICE BASE CARE TRNSFRMT	(i) (ii)	174,593 ------------- 0	17,944 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	192,537 ------------- 0	0 ------------- 0
14KENNETH FARRMANAGER BUSINESS SERVICES	(i) (ii)	148,966 ------------- 0	15,920 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	164,886 ------------- 0	0 ------------- 0
15CECILIA FISHERDIR-CLINICAL OPS (LICENSED)	(i) (ii)	175,674 ------------- 0	19,086 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	194,760 ------------- 0	0 ------------- 0
16ED BERDICKSVP SH SHARED SVCS (FRMR OFCR)	(i) (ii)	0 ------------- 793,580	0 ------------- 771,333	0 ------------- 1,413,502	0 ------------- 307,192	0 ------------- 22,708	0 ------------- 3,308,315	0 ------------- 375,044
17BRIAN HUNTERVP SH SHARED SVCS (FRMR OFCR)	(i) (ii)	0 ------------- 355,328	0 ------------- 290,443	0 ------------- 179,542	0 ------------- 128,992	0 ------------- 16,345	0 ------------- 970,650	0 ------------- 319,077

Schedule J (Form 990) 2015

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.

Return Reference	Explanation
SCHEDULE J, PART I, LINE 1A	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 EMPLOYEES WAGES AND TAXED ACCORDINGLY.
SCHEDULE J, PART I, LINE 3	SUPPLEMENTAL COMPENSATION INFORMATION: THE CEO OF THIS ORGANIZATION IS AN EMPLOYEE OF SUTTER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION. THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO 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 SUTTERS EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATIONS OVERALL MISSION. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH.
SCHEDULE J, PART I, LINE 4B	NONQUALIFIED RETIREMENT PLAN: THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTHS OVERALL COMPENSATION PHILOSOPHY FOR ALL EMPLOYEES. CONTRIBUTIONS ARE DESIGNED TAKING INTO CONSIDERATION LOST RETIREMENT BENEFITS THAT WOULD OTHERWISE BE OBTAINED THROUGH THE QUALIFIED PENSION PLAN. SUTTERS PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF SOCIAL SECURITY, 403(B) EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. ADDITIONALLY, QUALIFIED PLAN BENEFITS CAPS HAVE THE EFFECT OF SUBSTANTIALLY REDUCING RETIREMENT BENEFITS THAT ARE OTHERWISE PROVIDED TO ALL EMPLOYEES. THE EFFECT IS THAT EXECUTIVES OFTEN DO NOT RECEIVE THE SAME LEVEL OF RETIREMENT BENEFIT ON AN INCOME REPLACEMENT BASIS AS OTHER EMPLOYEES. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT AND TO ADDRESS THE SHORTFALLS DESCRIBED ABOVE, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA HAS TWO PARTS: (1) 4% TO 7% OF BASE SALARY (COMMENSURATE WITH MANAGEMENT LEVEL), PLUS (2) A CONTRIBUTION STARTING AT 5% (BASED UPON TENURE) FOR ELIGIBLE EARNINGS BEYOND THE IRS DEFINITION OF INCLUDIBLE COMPENSATION ("PENSION PAY CAP"), THE LATTER OF WHICH IS DESIGNED TO HELP RESTORE LOST PENSION BENEFITS FORFEITED UNDER THE QUALIFIED PLAN FOR EARNINGS OVER THE PENSION PAY CAP LIMIT. CONTRIBUTIONS ARE ALSO MADE FOR A SMALL GROUP OF SENIOR LEVEL EXECUTIVES WHOSE ESTIMATED RETIREMENT BENEFIT (SOCIAL SECURITY PLUS QUALIFIED PLAN BENEFITS PLUS 457(F)) FALLS BELOW 50% - 65% OF FINAL 4-YEAR AVERAGE BASE SALARY WHEN RETIRING AT AGE 65 WITH 22.5 YEARS OF SERVICE. TARGET BENEFIT LEVELS ARE DISCOUNTED FOR YEARS OF SERVICE LESS THAN 22.5 AT AGE 65. UNLIKE SUTTER HEALTHS QUALIFIED PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTERS NON-QUALIFIED PLAN BENEFITS ARE NOT GUARANTEED BY SUTTER HEALTH. INVESTMENT RISK IS BORNE BY PARTICIPANTS AND BENEFITS ARE NOT PROTECTED SHOULD SUTTER HEALTH BECOME INSOLVENT. THE FOLLOWING INDIVIDUAL RECEIVED 457(F) NON-QUALIFIED PAYMENTS DURING THE YEAR: ED BERDICK - $1,394,752
SCHEDULE J, PART I, LINE 7	NON-FIXED PAYMENTS: 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% TO 10% OF GROSS ANNUAL SALARY. 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 UP TO 5% TO THE AWARD PROVIDED THE TOTAL AWARD (FORMULA PORTION PLUS DISCRETIONARY) DOES NOT EXCEED THE MAXIMUM ESTABLISHED FOR ANY GIVEN EXECUTIVE. LONG TERM PERFORMANCE PLANS SUTTER HEALTH ALSO EMPLOYS LONG TERM PERFORMANCE PLANS WHICH ARE DESIGNED TO FOCUS ON LONGER TERM STRATEGIC OBJECTIVES OF THE ORGANIZATION. 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 COMBINATION OF CEO AND SUTTER HEALTH COMPENSATION COMMITTEE DISCRETION. IN SOME CASES, THE SUTTER HEALTH COMPENSATION COMMITTEE HAS DELEGATED AUTHORITY TO THE PRESIDENT & CEO TO MODIFY INDIVIDUAL AWARDS WITHIN LIMITS THAT HAVE BEEN PRE-APPROVED BY THE SUTTER HEALTH COMPENSATION COMMITTEE. THIS INCLUDES BOTH THE REDUCTION AND INCREASE OF AWARD AMOUNTS. SUCH MODIFICATIONS GENERALLY DO NOT EXCEED +/- 20% AND ARE EMPLOYED JUDICIOUSLY. IN ALL CASES, THE COMPENSATION COMMITTEE OF THE BOARD DETERMINES ACHIEVEMENT OF ORGANIZATION GOALS AND MAKES FINAL AWARD DETERMINATION WHICH MAY RESULT IN A REDUCTION OF AWARD IF APPROPRIATE. ALL SENIOR EXECUTIVE AWARDS ARE REVIEWED FOR COMPENSATION REASONABLENESS AND APPROVED PRIOR TO PAYMENT BY THE COMPENSATION COMMITTEE.

Schedule J (Form 990) 2015

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public
Inspection

Name of the organization

SUTTER EAST BAY MEDICAL FOUNDATION

Employer identification number

94-2690415

Return Reference	Explanation
FORM 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.
FORM 990, PART III, LINE 4A	SUTTER EAST BAY MEDICAL FOUNDATION (SEBMF) 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 200 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 SERVICE, 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, ONE OF THE NATIONS LEADING NOT-FOR-PROFIT NETWORKS OF COMMUNITY BASED HEALTH CARE PROVIDERS. WITH OVER 24 HOSPITALS AND OVER 3,500 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. SUTTER EAST BAY MEDICAL FOUNDATION SERVED 120,780 PATIENTS IN 2015.
FORM 990, PART VI, LINE 1A	THE EXECUTIVE COMMITTEE SHALL HAVE THE POWER TO TRANSACT ALL REGULAR BUSINESS OF THE CORPORATION DURING THE PERIOD BETWEEN MEETINGS OF THE BOARD. THE EXECUTIVE COMMITTEE CONSISTS OF THE CORPORATIONS CHAIR, THE CHAIR OF THE FINANCE AND PLANNING COMMITTEE, THE PRESIDENT OF THE CORPORATION, THE CHIEF OPERATING OFFICER OF THE GENERAL MEMBER, AND TWO ADDITIONAL DIRECTORS. AT LEAST ONE EXECUTIVE COMMITTEE MEMBER SHALL BE A PHYSICIAN DIRECTOR. FORM 990, PART VI, LINE 4 BOARD COMPENSATION CHANGES FORMER: THE BOARD OF DIRECTORS SHALL CONSIST OF BETWEEN 5 AND 20 DIRECTORS. REVISED: THE BOARD OF DIRECTORS SHALL CONSIST OF BETWEEN 17 AND 25 DIRECTORS. FORMER: NO APPOINTED DIRECTOR MAY SERVE FOR MORE THAN NINE (9) CONSECUTIVE YEARS. REVISED: NO APPOINTED DIRECTOR MAY SERVE FOR MORE THAN TEN (10) CONSECUTIVE YEARS. FORMER: EX OFFICIO DIRECTORS: THE PRESIDENT OF THE GENERAL MEMBER MAY DESIGNATE TWO VOTING MEMBERS. REVISED: EX OFFICIO DIRECTORS: THE PRESIDENT OF THE CORPORATION AND THE CHIEF OPERATING OFFICER OF THE GENERAL MEMBER SHALL BE EX OFFICIO DIRECTORS. FORM 990, PART VI, LINES 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.
FORM 990, PART VI, LINE 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.
FORM 990, PART VI, LINE 11B	SUTTER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION, HAS A CENTRALIZED TAX DEPARTMENT RESPONSIBLE FOR THE PREPARATION OF THE FORM 990. ANNUALLY THE TAX DEPARTMENT PROVIDES TRAINING AND EDUCATION TO AFFILIATE PERSONNEL WHO ASSIST THE TAX DEPARTMENT IN COLLECTING AND REVIEWING DATA TO BE REPORTED ON THE FORM 990. THE PREPARATION MATERIAL IS REVIEWED BY VARIOUS DEPARTMENTS INCLUDING TAX, FINANCE, LEGAL, AND HUMAN RESOURCES. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT, THE AFFILIATE, AND THE CFO BEFORE THE RETURN IS FILED.
FORM 990, PART VI, LINE 12	EMPLOYEES ARE EDUCATED ON THE CONFLICT OF INTEREST POLICY AND THE NEED TO MAKE DISCLOSURE AS PART OF ANNUAL COMPLIANCE EDUCATION. IN ADDITION, ANNUALLY A DISCLOSURE STATEMENT IS COMPLETED BY ALL DIRECTORS AND OFFICERS THAT INCLUDES AN ACKNOWLEDGEMENT THAT THEY HAVE READ THE CONFLICT OF INTEREST POLICY. ON THIS STATEMENT THE INDIVIDUAL WILL LIST A WIDE RANGE OF INFORMATION WHICH INCLUDES BUSINESS RELATIONSHIPS, EMPLOYMENT RELATIONSHIPS, PROPERTY INTERESTS, AND THOSE OF RELATED PARTIES. THE CEO AND BOARD CHAIR WILL REVIEW THE STATEMENTS AND MONITOR SITUATIONS THAT MAY POSE A POTENTIAL CONFLICT OF INTEREST. THE CEO AND BOARD CHAIR MAY CONSULT WITH THE OFFICE OF THE GENERAL COUNSEL AS NECESSARY. IF THERE IS A POTENTIAL CONFLICT OF INTEREST RELATED TO A PARTICULAR TRANSACTION, THE INTERESTED INDIVIDUAL MUST DISCLOSE THE EXISTENCE AND NATURE OF THE RELATIONSHIP. THE BOARD CHAIR MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE THE CONFLICT. UNTIL THE POTENTIAL CONFLICT IS RESOLVED, THE BOARD CHAIR MAY REQUEST THE INDIVIDUAL TO NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED INDIVIDUAL SHALL REFRAIN FROM VOTING ON ANY MATTER RELATED TO THE TRANSACTION.
FORM 990, PART VI, LINE 15	THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ENSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTER'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. IN ORDER TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL, CALIFORNIA AND LOCAL MARKET AREA COMPENSATION DATA COMPARISONS ARE REVIEWED. COMPETITIVE ANALYSIS INCLUDES: (A) BASE SALARY, (B) TOTAL CASH (BASE SALARY + ANNUAL INCENTIVE) AND (C) TOTAL REMUNERATION (BASE SALARY + ANNUAL INCENTIVE + BENEFITS AND LONG TERM INCENTIVE). THIS ANALYSIS INCLUDES COMPARABLE ORGANIZATIONS AND GEOGRAPHIC CONSIDERATIONS. FOR THE MOST SENIOR EXECUTIVE POSITIONS, NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH ARE MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. ON THE OTHER HAND, BECAUSE CALIFORNIA'S UNDERLYING COMPENSATION STRUCTURE IS HIGHER THAN NATIONAL DATA (ESPECIALLY IN THE BAY AREA), REGIONAL PAY COMPARISONS AND ADJUSTMENTS ARE MADE. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION WHO ARE SUTTER HEALTH EMPLOYEES UNDERGO A REVIEW AND COMPENSATION COMMITTEE APPROVAL, AND SUCH APPROVAL IS RECORDED IN THE MINUTES. THE COMPENSATION PROCESS WAS LAST COMPLETED IN DECEMBER OF 2015.
FORM 990, PART VI, LINE 19	THE SUTTER HEALTH SYSTEM POSTS ITS CURRENT AND PAST AUDITED FINANCIAL STATEMENTS AT SUTTERHEALTH.ORG. OTHER DOCUMENTS ARE ALSO LOCATED AT THIS WEBSITE INCLUDING THE ANNUAL REPORT, MISSION STATEMENT, HISTORY, AND LINKS TO AFFILIATE WEBSITES. THE GOVERNING DOCUMENTS ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME.
FORM 990, PART XI, LINE 9	OTHER CHANGES IN FUND BALANCE: EQUITY TRANSFERS (NET) $ 18,437,529 PARTNERSHIP INVESTMENT ON BOOKS $ 1,453,101 K-1 ORDINARY INCOME $(1,400,185) K-1 INTEREST INCOME $ (21) K-1 1231 GAIN(LOSS) $ (85) OTHER CHANGES $ (4,054) ----------- TOTAL $18,486,285 ===========
FORM 990 PART IX LINE 11G	DESCRIPTION:MEDICAL GROUP COMPENSATION TOTAL FEES:77531593
FORM 990 PART IX LINE 11G	DESCRIPTION:THERAPISTS AND OTHER MEDICAL TOTAL FEES:463941
FORM 990 PART IX LINE 11G	DESCRIPTION:PROFESSIONAL FEES - PHYSICIANS TOTAL FEES:423776
FORM 990 PART IX LINE 11G	DESCRIPTION:NURSE REGISTRY TOTAL FEES:26644

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2015

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

SUTTER EAST BAY MEDICAL FOUNDATION

Employer identification number

94-2690415

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)ADOLESCENT TREATMENT CENTERS INC C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 68-0088443	HEALTHCARE	CA	501(C)(3)	3	SUTTER EBH	Yes
(2)BETTER HEALTH EAST BAY FOUNDATION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 51-0160184	FUNDRAISING	CA	501(C)(3)	7	SUTTER EBH	Yes
(3)CALIFORNIA PACIFIC MEDICAL CTR FOUND C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-2728423	FUNDRAISING	CA	501(C)(3)	7	SUTTER WBH	Yes
(4)EAST BAY PERINATAL CENTER 3012 SUMMIT STREET 3RD FLOOR OAKLAND,CA94609 51-0172285	HEALTHCARE	CA	501(C)(3)	3	SUTTER EBH	Yes
(5)EDEN MEDICAL CENTER C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-2948100	HEALTHCARE	CA	501(C)(3)	9	SUTTER HLTH	Yes
(6)MEMORIAL HOSPITAL FOUNDATION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-2290244	FUNDRAISING	CA	501(C)(3)	11a - I	SUTTER CVH	Yes
(7)MILLS-PENINSULA HEALTH SERVICES C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-1156265	HOSPITAL	CA	501(C)(3)	3	PAMF	Yes
(8)MILLS-PENINSULA HOSPITAL FOUNDATION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 23-7288765	FUNDRAISING	CA	501(C)(3)	7	MPHS	Yes
(9)PALO ALTO MEDICAL FOUNDATION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-1156581	HEALTHCARE	CA	501(C)(3)	3	SUTTER HLTH	Yes
(10)SAMUEL MERRITT UNIVERSITY 450 30TH STREET SUITE 2820 OAKLAND,CA94609 94-2992642	UNIVERSITY	CA	501(C)(3)	2	SUTTER EBH	Yes
(11)SUTTER AUBURN FAITH HOSPITAL FOUNDATION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-2594966	FUNDRAISING	CA	501(C)(3)	7	SUTTER SSR	Yes
(12)SUTTER CENTRAL VALLEY HOSPITALS C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-1080917	HOSPITAL	CA	501(C)(3)	3	SUTTER HLTH	Yes
(13)SUTTER COAST HOSPITAL C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-2988520	HOSPITAL	CA	501(C)(3)	3	SUTTER HLTH	Yes
(14)SUTTER DAVIS HOSPITAL FOUNDATION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 68-0217870	FUNDRAISING	CA	501(C)(3)	7	SUTTER SSR	Yes
(15)SUTTER EAST BAY HOSPITALS C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-1196176	HOSPITAL	CA	501(C)(3)	3	SUTTER HLTH	Yes
(16)SUTTER GOULD MEDICAL FOUNDATION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-1682256	HEALTHCARE	CA	501(C)(3)	3	SUTTER HLTH	Yes
(17)SUTTER HEALTH C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO,CA95833 94-2788907	SUPPORTING OR	CA	501(C)(3)	11c III-FI	NA		No
(18)SUTTER HEALTH PACIFIC 91-2301 FT WEAVER RD EWA BEACH,HI96706 99-0298651	HOSPITAL	CA	501(C)(3)	3	SUTTER HLTH	Yes
(19)SUTTER HEALTH PLAN C/O SH TAX 2200 RIVER PLAZA DRIVE SACRAMENTO,CA95833 46-1183948	HEALTH PLAN	CA	PENDING	PENDING	SUTTER HLTH	Yes
(20)SUTTER HEALTH SACRAMENTO SIERRA REGION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-1156621	HOSPITAL	CA	501(C)(3)	3	SUTTER HLTH	Yes
(21)SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 1100 HONOLULU,HI96813 99-0289310	INSURANCE SER	HI	501(C)(3)	11C III-FI	SUTTER HLTH	Yes
(22)SUTTER MEDICAL CENTER FOUNDATION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-2788906	FUNDRAISING	CA	501(C)(3)	7	SUTTER SSR	Yes
(23)SUTTER MEDICAL CENTER CASTRO VALLEY C/O SH TAX 2200 RIVER PLAZA DRIVE SACRAMENTO,CA95833 77-0146047	HOSPITAL	CA	501(C)(3)	3	SUTTER HLTH	Yes
(24)SUTTER VALLEY MEDICAL FOUNDATION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 68-0273974	HEALTHCARE	CA	501(C)(3)	11b - II	SUTTER HLTH	Yes
(25)SUTTER ROSEVILLE MEDICAL CTR FOUNDATION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 68-0040113	FUNDRAISING	CA	501(C)(3)	7	SUTTER SSR	Yes
(26)SUTTER SOLANO CHARITABLE FOUNDATION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-2668262	FUNDRAISING	CA	501(C)(3)	7	SUTTER SSR	Yes
(27)SUTTER VISITING NURSE ASSOC AND HOSPICE C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-6068843	HEALTHCARE	CA	501(C)(3)	9	SUTTER HLTH	Yes
(28)SUTTER WEST BAY HOSPITALS C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-0562680	HOSPITAL	CA	501(C)(3)	3	SUTTER HLTH	Yes
(29)SUTTER WEST BAY MEDICAL FOUNDATION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 94-2948131	HEALTHCARE	CA	501(C)(3)	3	SUTTER HLTH	Yes
(30)TRACY HOSPITAL FOUNDATION C/O SH TAX 2200 River Plaza Drive SACRAMENTO,CA95833 68-0318845	FUNDRAISING	CA	501(C)(3)	11a - I	SUTTER CVH	Yes

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2015

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) MAGNETIC IMAGING AF 2125 OAK GROVE RD WALNUT CREEK,CA94598 94-2953833	PATIENT CARE	CA	NA
(2) SURG CTR OF ABSMC 3875 TELEGRAPH AVENUE OAKLAND,CA94609 47-0946086	OUTPATIENT SURG	CA	NA
(3) ALTA CT SERVICES LP 2125 OAK GROVE RD WALNUT CREEK,CA94598 94-3083464	PATIENT CARE	CA	NA
(4) CALIFORNIA PACIFIC ADV IMAGING LLC PO BOX 6102 NOVATO,CA94948 56-2311840	MRI JOINT VENTURE	CA	NA
(5) SAN FRANCISCO ENDOSCOPY CENTER LLC 2200 RIVER PLAZAZ DRIVE SACRAMENTO,CA95833 91-2160588	ENDOSCOPY JV	CA	NA
(6) PRESIDIO SURGERY CENTER LLC 1635 DIVISADERO STREET SAN FRANCISCO,CA94115 32-0144060	AMBULATORY SURG	CA	NA
(7) SUTTER FAIRFIELD SURGERY CTR 2200 RIVER PLAZA DRIVE SACRAMENTO,CA95833 30-0233892	SURGERY	CA	NA
(8) TWIN CITIES SURGICAL HOSPITAL LLC 2200 RIVER PLAZA DRIVE SACRAMENTO,CA95833 35-2182617	SURGERY	CA	NA
(9) SUTTER AMADOR SURGERY CENTER 2200 RIVER PLAZA DRIVE SACRAMENTO,CA95833 46-1398093	SURGERY	CA	NA
(10) ROSEVILLE ENDOSCOPY CENTER LLC 2200 RIVER PLAZAZ DRIVE SACRAMENTO,CA95833 87-0710513	ENDOSCOPY JV	CA	NA
(11) MEMORIAL MEDICAL OFFICE BUILDING PRTNR I 1800 COFFEE RD SUITE 76 MODESTO,CA95355 77-0234236	OFFICE RENTAL	CA	NA
(12) MEMORIAL MEDICAL OFFICE BUILDING PRTNR I 1800 COFFEE RD SUITE 76 MODESTO,CA95355 77-0287288	OFFICE RENTAL	CA	NA
(13) DRZ EMERGING MARKETS 250 PARK AVE S WINTER PARK,FL32789 61-1729869	INVESTMENTS	FL	NA
(14) ASC OPERATORS - SAN LUIS OBISPO LLC 2200 RIVER PLAZA SACRAMENTO,CA95833 27-2673776	PATIENT CARE	CA	NA
(15) MAGNETIC IMAGING AFFILIATES LLC 2125 OAK GROVE RD STE 200 WALNUT CREEK,CA94598 47-3696091	PATIENT CARE	CA	NA

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No

Schedule R (Form 990) 2015

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................

b Gift, grant, or capital contribution to related organization(s) ............................

c Gift, grant, or capital contribution from related organization(s) ............................

d Loans or loan guarantees to or for related organization(s) ............................

e Loans or loan guarantees by related organization(s) ............................

f Dividends from related organization(s) ............................

g Sale of assets to related organization(s) ............................

h Purchase of assets from related organization(s) ............................

i Exchange of assets with related organization(s) ............................

j Lease of facilities, equipment, or other assets to related organization(s) .......................

k Lease of facilities, equipment, or other assets from related organization(s) ......................

l Performance of services or membership or fundraising solicitations for related organization(s) .....................

m Performance of services or membership or fundraising solicitations by related organization(s) .................

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................

o Sharing of paid employees with related organization(s) ............................

p Reimbursement paid to related organization(s) for expenses ............................

q Reimbursement paid by related organization(s) for expenses ............................

Yes

r Other transfer of cash or property to related organization(s) ............................

s Other transfer of cash or property from related organization(s) ............................

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) SUTTER INSURANCE SERVICES CORPORATION	Q	106,837	FMV
(2) SUTTER MEDICAL CENTER CASTRO VALLEY	Q	111,080	FMV
(3) BETTER HEALTH EAST BAY FOUNDATION	Q	115,076	FMV
(4) SUTTER EAST BAY HOSPITALS	Q	2,517,012	FMV

Schedule R (Form 990) 2015

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2015

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2015

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: SEE SCHEDULE O
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	25
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	23
5	Total number of individuals employed in calendar year 2015 (Part V, line 2a) ......	5	526
6	Total number of volunteers (estimate if necessary) .............	6	15
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	146,914,064	165,149,047
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	33,864	92,183
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	146,947,928	165,241,230
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	26,151,953	29,209,427
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	127,231,745	148,434,661
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	153,383,698	177,644,088
19	Revenue less expenses. Subtract line 18 from line 12.......	-6,435,770	-12,402,858
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	64,785,358	75,545,406
21	Total liabilities (Part X, line 26).............	15,812,063	20,529,222
22	Net assets or fund balances. Subtract line 21 from line 20.....	48,973,295	55,016,184

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 159,728,633 including grants of $ 0 ) (Revenue $ 165,149,047 )
	SEE SCHEDULE O

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses159,728,633

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	1,138,732	16,523,198	5,966,857

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c
d	Related organizations		1d
e	Government grants (contributions)		1e

f	All other contributions, gifts, grants, and similar amounts not included above		1f

g	Noncash contributions included in lines 1a-1f:$
h Total.Add lines 1a-1f.......		0

			Business Code
2a	PATIENT SERVICE REVENUE	622110	163,748,862	163,748,862
b	ASC OPERATORS - EAST BAY, LLC	900099	1,400,185	1,400,185
c
d
e
f	All other program service revenue.
g Total.Add lines 2a–2f.....			165,149,047

3 Investment income (including dividends, interest, and othersimilar amounts) ..........			92,183			92,183
4 Income from investment of tax-exempt bond proceeds			0
5 Royalties...........			0
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss)......			0
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss).....			0
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities..			0
10a	Gross sales of inventory, less returns and allowances ..
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Business Code			Miscellaneous Revenue
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See Instructions......			165,241,230	165,149,047		92,183

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21	0
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	2,579,617		2,579,617
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	16,866,077	14,856,380	2,009,697
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	602,133	460,026	142,107
9	Other employee benefits .......	7,444,111	5,687,251	1,756,860
10	Payroll taxes ...........	1,717,489	1,312,150	405,339
11	Fees for services (non-employees):
a	Management ......	657,070		657,070
b	Legal .........	29,276		29,276
c	Accounting ...........	0
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	16,435		16,435
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	78,445,954	78,409,954	36,000
12	Advertising and promotion ....	1,005		1,005
13	Office expenses .......	2,122,904	1,364,307	758,597
14	Information technology ......	3,261,326	3,181,056	80,270
15	Royalties ..	0
16	Occupancy ...........	6,894,219	6,894,219
17	Travel ............	106,501	85,201	21,300
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .	0
19	Conferences, conventions, and meetings ....	41,136	39,054	2,082
20	Interest ...........	1,203,939	1,203,939
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization ..	5,784,113	5,784,113
23	Insurance ...	110,431	27,926	82,505
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	PURCHASED SERVICES	33,021,348	28,428,264	4,593,084
b	MEDICAL SUPPLIES	9,868,593	9,868,593
c	SYSTEM ALLOCATION FEES	4,574,967		4,574,967
d	REPAIRS & MAINTENANCE	1,783,456	1,772,671	10,785
e	All other expenses	511,988	353,529	158,459
25	Total functional expenses. Add lines 1 through 24e	177,644,088	159,728,633	17,915,455	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			0	1	0
2	Savings and temporary cash investments .........			4,910,657	2	15,034,357
3	Pledges and grants receivable, net ......			0	3	0
4	Accounts receivable, net .............			8,944,979	4	9,374,152
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net ....			0	7	0
8	Inventories for sale or use ........			0	8	0
9	Prepaid expenses and deferred charges ......			559,891	9	294,400
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	72,065,018
b	Less: accumulated depreciation	10b	27,961,585	45,174,981	10c	44,103,433
11	Investments—publicly traded securities .			0	11	0
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 ..			2,960,061	13	2,233,159
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			2,234,789	15	4,505,905
16	Total assets. Add lines 1 through 15 (must equal line 34)...			64,785,358	16	75,545,406

17	Accounts payable and accrued expenses .....	15,185,857	17	19,733,560
18	Grants payable ...	0	18	0
19	Deferred revenue .........	0	19	0
20	Tax-exempt bond liabilities .........	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D	0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ..	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D	626,206	25	795,662
26	Total liabilities. Add lines 17 through 25..	15,812,063	26	20,529,222

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	48,915,804	27	54,958,693
28	Temporarily restricted net assets ...........	57,491	28	57,491
29	Permanently restricted net assets	0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund ...		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	48,973,295	33	55,016,184
34	Total liabilities and net assets/fund balances ........	64,785,358	34	75,545,406