2014-11-11T08:42:56-06:00 2013-12-31 ERNST & YOUNG US LLP 111 MONUMENT CIRCLE SUITE 4000 INDIANAPOLIS IN 46204 990 2013-01-01 341887844 Summa Health System % BRIAN K DERRICK SUMM 3303753196 525 East Market Street Suite Akron OH 443041619 Brian K Derrick CFO 3303753196 2014-11-06 true Jennifer D Rhoderick P00395735 3303753196 2013 2015-11-30 17:44:51Z THOMAS J STRAUSS 525 EAST MARKET STREET AKRON OH 44304 50393703 false X www.summahealth.org X 1999 OH The mission of Summa Health System is to provide the highest quality, compassionate care to patients and members and contribute to a healthier community. 15 9 330 0 1472262 -754601 0 0 11443688 47569109 231872 147202 182792 -346002 11858352 47370309 15000 535100 0 0 2273882 28122497 0 0 0 2044308 17025782 4333190 45683379 7525162 1686930 109314398 374672189 19319238 70816500 89995160 303855689 X THE MISSION OF SUMMA HEALTH SYSTEM IS TO PROVIDE THE HIGHEST QUALITY, COMPASSIONATE CARE TO PATIENTS AND MEMBERS AND CONTRIBUTE TO A HEALTHIER COMMUNITY. false true 29944715 535100 43018900 Summa Health System directs the activities of the System so that all System resources and assets are best allocated and utilized for the benefit of the community. Summa Health System represents the collaborative efforts of health care providers to better administer, manage, provide and plan for the delivery of a full-range of health care services to all persons within the communities served by Summa Health System without regard to the race, creed, color, national origin or economic status of such persons. See Summa Health System Group Return (EIN 90-0640432) for further details. 3342031 0 4873753 Summa Health Network, LLC, a disregarded entity of Summa Health System, partners with community physicians, regional and national payers to improve the clinical quality and efficiency of care, lower the cost of care to patients and employers and assist physicians with technology and resources necessary to achieve these goals. 33286746 true false false false false false false false false true true false true true false true false true false false true false false false false false false true false true false false false false false false false false false false false false true true true true false false true 56 0 true 330 true true true true CJ false false false false false false false false X 15 9 true false true false true true true true true false false true true true true true false true true false OH X X BRIAN K DERRICK 3303753196 525 EAST MARKET STREET AKRON OH 44304 Michael Bage MD Director (end 9/2013) 2.0 48.0 X 0 502517 15755 Nicholas Browning Director & Treasurer 2.0 2.0 X X 0 0 0 Daryl Cameron Director 2.0 0.0 X 0 0 0 Vincent DiGirolamo Director (end 9/2013) 2.0 4.0 X 0 0 0 Daniel Finelli MD Director (end 9/2013) 2.0 4.0 X 0 0 0 Robert Flora MD Director (end 9/2013) 2.0 48.0 X 0 293911 14924 James Gravell Director 2.0 0.0 X 0 0 0 Russell Gregory Director (end 9/2013) 2.0 2.0 X 0 0 0 Stephen Hailer Director (end 9/2013) 2.0 4.0 X 0 0 0 Thomas Harnden Director (end 9/2013) 2.0 4.0 X 0 0 0 Michael Hughes MD Director 2.0 48.0 X 0 603028 15000 Thomas Knoll Director (end 9/2013) 2.0 4.0 X 123662 0 0 James Kravec MD Director 2.0 0.0 X 0 0 0 David Lieberth Director (end 9/2013) 2.0 2.0 X 0 0 0 Anthony Lockhart Director 2.0 4.0 X 0 0 0 Michael Maggio MD Director (end 9/2013) 2.0 48.0 X 0 217128 12800 Richard Marsh Director 2.0 2.0 X 0 0 0 James McIlvaine Director & Vice Chairman 2.0 2.0 X X 0 0 0 Dale Murphy MD Director (end 9/2013) 2.0 48.0 X 478498 0 40145 Joseph Myers MD Director (end 9/2013) 2.0 48.0 X 0 369433 13247 Joseph Nienaltowski DO Director (end 9/2013) 2.0 2.0 X 0 0 0 Gordon Ober Director (end 9/2013) 2.0 0.0 X 0 0 0 Theresa Proenza Director 2.0 2.0 X 0 0 0 Robert Schaal MD Director (end 9/2013) 2.0 2.0 X 0 0 0 Brian Smith Director 2.0 0.0 X 0 0 0 Martin Spector Director/Treas (end 9/2013) 2.0 0.0 X X 0 0 0 Thomas Strauss Director, System Pres & CEO 46.0 4.0 X X 1273746 0 108510 R Douglas Trochelman MD Director 2.0 48.0 X 0 766450 16124 Leila Vespoli Director 2.0 2.0 X 0 0 0 Vivian Von Gruenigen MD Director 2.0 48.0 X 0 461759 12538 Norman Wells Director & Chairman 4.0 2.0 X X 0 0 0 Jeffrey Wright MD Director (end 9/2013) 2.0 0.0 X 0 0 0 Joseph Zarconi MD Director (end 9/2013) 2.0 48.0 X 447725 0 52318 William Powel III Secretary & General Counsel 46.0 4.0 X 575932 0 61741 Brian Derrick System CFO 46.0 4.0 X 797298 0 40264 Robert Harrigan COO,Summa Hospitals(end 9/13) 4.0 46.0 X 1050809 0 83645 Martin Hauser CEO, SummaCare 4.0 46.0 X 0 559713 63329 Greg Kall Sr VP, CIO 50.0 0.0 X 374593 0 46992 Unhee Kim Sr VP, Clinical Services 4.0 46.0 X 490130 0 55550 Kyle Klawitter Barr Sr VP, System HR 50.0 0.0 X 377912 0 43768 Patrice Lange Sr VP, Planning & Support 50.0 0.0 X 388651 0 43223 Thomas Malone MD President, SACSTH 4.0 46.0 X 166020 0 812 Thomas ONeill VP, CFO Summa SACSTH 4.0 46.0 X 409249 0 34443 Erik Steele DO CMO, Summa Hospitals 4.0 46.0 X 349981 0 2606 Mark Terpylak DO President, Summa ACO 4.0 46.0 X 0 222362 498 Kevin Theiss VP, System Revenue Cycle 50.0 0.0 X 249140 0 20880 Charles Vignos Pres, Summa Health Network 50.0 0.0 X 309479 0 36299 Claude Vincenti President, SummaCare 4.0 46.0 X 0 528388 37375 Mary Ward Sr VP, Chief Nursing Officer 4.0 46.0 X 446111 0 48356 Ed Friedl VP, Construction 50.0 0.0 X 256534 0 11344 Roxia Boykin VP, Comm. Benefit & Diversity 50.0 0.0 X 230382 0 8271 Brenda Spear Admin Dir, Patient Care 50.0 0.0 X 193447 0 8297 Jay Mitzel VP, Supply Chain 50.0 0.0 X 182268 0 9282 Carl Aquila VP, Marketing 50.0 0.0 X 176993 0 6309 9348560 4524689 964645 59 false true false 0 0 CORPORATE ALLOCATION FEES 900099 35268005 35268005 PROGRAM RELATED INVESTMENTS 900099 7427351 5907568 1519783 HEALTHCARE REVENUE 524298 4873753 4873753 47569109 250976 250976 0 0 2250075 2919620 -669545 0 -669545 -47521 -622024 103774 -103774 -103774 -103774 0 0 0 PURCHASE DISCOUNTS/FEES EARNED 900099 323543 323543 323543 47370309 46372869 1472262 -474822 X 535100 535100 0 0 0 8904823 4625300 4279523 0 0 0 15279893 12835110 2444783 390951 328399 62552 2503393 2102850 400543 1043437 876487 166950 0 1735603 0 1735603 517536 0 517536 0 0 8666 0 8666 8491656 6725895 1765761 0 1565315 1314864 250451 1066223 895627 170596 409546 344018 65528 0 970032 814827 155205 141505 118864 22641 0 125062 105052 20010 24 0 24 0 1234266 1036784 197482 6982 5865 1117 DUES & LICENSES 562803 472755 90048 MEDICAL SUPPLIES 91500 91500 0 RECRUITMENT 68392 57449 10943 TAX EXPENSE 15135 0 15135 15536 15536 45683379 33286746 12396633 0 200 0 8627106 2095775 0 0 11329458 436319 0 0 0 0 0 0 0 2996776 0 259817 51402160 22103151 11837513 29299009 12316159 184724085 0 0 62224758 80897170 0 0 2979204 73963238 109314398 374672189 3373479 60643112 2975315 2459204 439167 477155 0 0 0 0 0 0 0 0 12531277 7237029 0 0 19319238 70816500 X 89995160 303855689 0 0 0 0 89995160 303855689 109314398 374672189 X 1686930 -231826 212405425 X false true X true true true X X X false false false SUMMA AKRON CITY AND ST THOMAS HOSPITALS 340714755 03 true 0 THE WADSWORTH-RITTMAN AREA HOSPITAL ASSOCIATION 346549371 03 true 0 SUMMA BARBERTON CITIZENS HOSPITAL 261375072 03 true 0 SUMMA FOUNDATION 341219001 07 true 0 CUYAHOGA FALLS GENERAL HOSPITAL 340718383 09 true 0 5 16730854 70706 762707 17564267 15896470 347618 486766 16730854 15633841 113108 149521 15896470 13145135 2481325 7380 15633840 13311624 -183166 16677 13145135 1.00000 false false 1081433 1081433 35964392 21214658 14749734 0 0 0 7515437 888493 6626944 6840898 0 6840898 29299009 OHIO HEALTH CHOICE, INC 2244124 F MIDDLEBURY ASSURANCE COMPANY 43480875 F SUMMACARE, INC 1000000 C SUMMA INSURANCE COMPANY 25226327 C SUMMA INTEGRATED SERVICES ORG 8086075 F PCCN, LLC 859769 F 80897170 RECEIVABLES FROM AFFILIATES 71254034 UNIVERSITY OF AKRON PLEDGE 2709204 73963238 0 0 X Part X, Line 2, FIN 48 (ASC 740) Footnote The System and most of its subsidiaries are not-for-profit corporations as described in Section 501(c)(3) of the Internal Revenue Code (Code) and are exempt from federal income taxes pursuant to Section 501(a) of the Code. The System also has certain subsidiaries that are taxable for federal income tax purposes. Summa Insurance Company ("SIC"), together with affiliates of Summa Health System Corporation ("SHSC"), file a consolidated federal income tax return in accordance with a tax sharing agreement dated January 1, 2010. The entities utilize a consolidated approach to the allocation of federal income taxes, whereas SHSC's tax sharing agreement with its subsidiaries allows it to make certain code elections in its consolidated federal tax return. In the event such code elections are made, any benefit or liability is the responsibility of SHSC and is accrued and paid by the participating subsidiaries. SIC is not subject to state income taxes as it is licensed as a health insurance company under Chapter 1751 of the Ohio Revised Code. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The System recognizes interest income, interest expense, and penalties related to uncertain tax positions within the provision for income tax. Part V, Line 4 Endowment funds provide income to be used to fulfill the tax-exempt purposes of Summa Foundation. Central America and the Caribbean Program Services Self Insurance 56718857 Central America and the Caribbean Unrelated Trade or Business 72305 56791162 56791162 true false true false false false Part I, Line 3 (1), Col f Investment $56,076,980 Expenses $ 641,877 true University of Akron 302 Buchtel Common Akron OH 44301 346002924 Governmental 15000 Educational Austen Bioinnovation Institute of Akron 47 north main street akron OH 44308 383793003 501(c)(3) 520000 healthcare research 2 0 Part I, Line 2 The procedure for monitoring grant funds is based on the criteria established prior to awarding the grant or assistance. Once the criteria is met, a payment will be made to the University or agency utilizing the funds. X X X true true X X X X true true false false false false false true false Michael Bage MD Director (end 9/2013) 0 410711 0 91156 0 650 0 7650 0 8105 0 518272 0 0 Robert Flora MD Director (end 9/2013) 0 292561 0 0 0 1350 0 8925 0 5999 0 308835 0 0 Michael Hughes MD Director 0 594975 0 7203 0 850 0 7650 0 7350 0 618028 0 0 Michael Maggio MD Director (end 9/2013) 0 209381 0 6867 0 880 0 5308 0 7492 0 229928 0 0 Dale Murphy MD Director (end 9/2013) 183477 0 45629 0 249392 0 36014 0 4131 0 518643 0 30317 0 Joseph Myers MD Director (end 9/2013) 0 269685 0 58522 0 41226 0 6900 0 6347 0 382680 0 0 Thomas Strauss Director, System Pres & CEO 763884 0 194287 0 315575 0 102035 0 6475 0 1382256 0 85619 0 R Douglas Trochelman MD Director 0 626005 0 138845 0 1600 0 8925 0 7199 0 782574 0 0 Vivian Von Gruenigen MD Director 0 455587 0 5522 0 650 0 3000 0 9538 0 474297 0 0 Joseph Zarconi MD Director (end 9/2013) 302009 0 57267 0 88449 0 47660 0 4658 0 500043 0 37900 0 William Powel III Secretary & General Counsel 350982 0 102721 0 122229 0 54327 0 7414 0 637673 0 39937 0 Brian Derrick System CFO 464776 0 202792 0 129730 0 31054 0 9210 0 837562 0 0 0 Robert Harrigan COO,Summa Hospitals(end 9/13) 438797 0 195934 0 416078 0 77637 0 6008 0 1134454 0 60441 0 Martin Hauser CEO, SummaCare 0 346803 0 62900 0 150010 0 62098 0 1231 0 623042 0 40601 Greg Kall Sr VP, CIO 260587 0 48241 0 65765 0 42495 0 4497 0 421585 0 31418 0 Unhee Kim Sr VP, Clinical Services 331016 0 60338 0 98776 0 49824 0 5726 0 545680 0 38829 0 Kyle Klawitter Barr Sr VP, System HR 238327 0 45002 0 94583 0 38976 0 4792 0 421680 0 29572 0 Patrice Lange Sr VP, Planning & Support 238666 0 64019 0 85966 0 40206 0 3017 0 431874 0 28729 0 Thomas Malone MD President, SACSTH 80705 0 50000 0 35315 0 0 0 812 0 166832 0 0 0 Thomas ONeill VP, CFO Summa SACSTH 250655 0 62719 0 95875 0 30445 0 3998 0 443692 0 26959 0 Erik Steele DO CMO, Summa Hospitals 228256 0 50000 0 71725 0 0 0 2606 0 352587 0 0 0 Mark Terpylak DO President, Summa ACO 0 190800 0 0 0 31562 0 0 0 498 0 222860 0 0 Kevin Theiss VP, System Revenue Cycle 175461 0 21235 0 52444 0 15399 0 5481 0 270020 0 13536 0 Charles Vignos Pres, Summa Health Network 227904 0 26603 0 54972 0 27966 0 8333 0 345778 0 16575 0 Claude Vincenti President, SummaCare 0 394700 0 43738 0 89950 0 37375 0 0 0 565763 0 0 Mary Ward Sr VP, Chief Nursing Officer 313069 0 57498 0 75544 0 45607 0 2749 0 494467 0 37658 0 Ed Friedl VP, Construction 199240 0 30844 0 26450 0 5500 0 5844 0 267878 0 0 0 Roxia Boykin VP, Comm. Benefit & Diversity 168666 0 21588 0 40128 0 5082 0 3189 0 238653 0 0 0 Brenda Spear Admin Dir, Patient Care 48563 0 0 0 144884 0 2868 0 5429 0 201744 0 0 0 Jay Mitzel VP, Supply Chain 146024 0 0 0 36244 0 5208 0 4074 0 191550 0 0 0 Carl Aquila VP, Marketing 151694 0 41 0 25258 0 5320 0 989 0 183302 0 0 0 Part I, Line 1a Summa Health System grossed-up taxes for supplemental executive retirement programs paid to certain officers, key employees, and the highly compensated. Health and social club dues, tax preparation services and housing allowances were paid on behalf of certain officers. The personal use is reflected as wages. Part I, Line 4a In 2013, Brenda Spear received $80,988 in severance and benefits from the organization. Robert Harrigan received $148,922 in severance and benefits from the organization. Part I, Line 4b Summa Health System has a 457(f) program for the executive staff which rewards certain officers, directors and key employees for meeting key long term strategic objectives of the organization. Amounts paid in 2013: Thomas J. Strauss $98,336, Joseph Zarconi, MD $38,735, William A. Powel, III $45,402, Brian K. Derrick $23,404, Robert Harrigan $68,712, Martin Hauser $44,598, Dale P. Murphy, MD $30,624, Greg Kall $33,646, Unhee Kim $43,018, Kyle Klawitter Barr $30,860, Patrice Lange $30,581, Thomas O'Neill $21,520, Kevin Theiss $15,399, Charles Vignos $20,058, Claude Vincenti $19,875 and Mary Ward $39,682. Part I, Part 7 Summa Health System management incentive program is designed to reward employees for meeting quality performance and financial targets. These include clinical quality, patient satisfaction, employee/physician satisfaction, net operating income and the strengthening of the balance sheet. Payment is based on a factor of base compensation and is subject to review and approval by Summa's compensation committee. Form 990, Page 2, Part III, Line 3 In 2013, Summa Health System acted as the corporate services operating entity for the System. Corporate services include the Systems Executive Office, Human Resources Administrative Services, Employee Benefits Management, Treasury Services (including payroll and accounts payable), Finance, Legal Services, Risk Management, Supply Chain, Marketing and Corporate Communications, Planning, Corporate Compliance, Internal Audit and Operations Improvement. The cost of these corporate services are funded by the Systems benefitting subsidiary entities with the funding recognized as Other Revenue within the Parents statement of operations. Operational changes implemented for the System include the centralized payroll management, accounts payable disbursements, and supply chain services now transacted by the Parent and funded through a single concentration cash account by the subsidiary entities that utilize Lawsons ERP functionality. The associated obligations and liabilities to various third parties now reside on the Parents Statement of Financial Position with such obligations at the subsidiary entities relieved as evidenced by the Parents increase in current liabilities and a corresponding reduction in net assets. All operating cash flow needs of the Parent are funded by the subsidiary entities. Form 990, Page 6, Part VI, Line 1a HealthSpan Partners is a member of the Corporation and has the right to elect five (5) of the sixteen (16) Directors of the Corporation. The Corporation's Code of Regulations provides that an affirmative vote of a majority of the HealthSpan Partners Designated Directors is required for the following actions: (1) Actions that would adversely impact the tax-exempt status of the Corporation or MercyHealth (f/k/a Catholic Health Partners); (2) Appointment of a new CEO; (3) Dissolution, merger, conversion, or consolidation of the Corporation, or sale/lease/disposition of substantially all of the Corporation's assets; (4) Sale, lease, disposition of Corporation's core operating assets as defined in Definitive Agreement; (5) Addition of a new corporate member of the Corporation; (6) Any amendment to the Corporation's organization documents that would impair the rights of Community Member; (7) The addition of any service or change in operations that would violate the Statement of Common Values. Form 990, Page 6, Part VI, Line 2 Nicholas Browning, Michael Hughes, M.D., Anthony Lockhart, Richard Marsh, James McIlvaine, Theresa Proenza, Thomas Strauss, R. Douglas Trochelman, M.D., Leila Vespoli, Vivian Von Gruenigen, M.D., Norman Wells, Brian Derrick and William A. Powel, III have business relationships through Summa Health System Community: Nicholas Browning, Michael Hughes, M.D., Anthony Lockhart, Richard Marsh, James McIlvaine, Theresa Proenza, Thomas Strauss, R. Douglas Trochelman, M.D., Leila Vespoli, Vivian Von Gruenigen, M.D., and Norman Wells are Directors of Summa Health System Community; Brian Derrick and William A. Powel, III are Officers of Summa Health System Community. Michael Bage, M.D., Robert Flora, M.D., Michael Hughes, M.D., Michael Maggio, M.D., Dale P. Murphy, M.D., Joseph Myers, M.D., Douglas Trochelman, M.D., Vivian Von Gruenigen, M.D., Thomas O'Neill and William A. Powel, III have business relationships through Summa Physicians, Inc.: Michael Bage, M.D., Robert Flora, M.D., Michael Hughes, M.D., Michael Maggio, M.D., Douglas Trochelman, M.D. and Vivian Von Gruenigen, M.D. are employed by Summa Physicians, Inc.; Dale P. Murphy, M.D. is employed by Summa Physicians, Inc. and is a Director of Summa Physicians, Inc.; and Thomas O'Neill and William A. Powel, III are Directors of Summa Physicians, Inc. Richard Marsh, Leila Vespoli, and Anthony Lockhart have a business relationship through First Energy: Leila Vespoli is employed as an officer at First Energy and Richard Marsh and Anthony Lockhart are retired officers of First Energy. Stephen Hailer, Thomas Knoll, Thomas Strauss, William A. Powel, III, have a business relationship through Summa Western Reserve Hospital, LLC: all are on the Board of Managers of Summa Western Reserve Hospital, LLC. Robert Harrigan, Thomas O'Neill, and Erik Steele, D.O. have a business relationship through Crystal Clinic Orthopaedic Center, LLC: Robert Harrigan, Thomas O'Neill and Erik Steele, D.O. all were on the Board of Managers of Crystal Clinic Orthopaedic Center, LLC during the year. Thomas Knoll, William A. Powel, III, Brian Derrick and Thomas Strauss have a business relationship through Middlebury Assurance Corporation: all are Directors of Middlebury Assurance Corporation. all are Directors of Middlebury Assurance Corporation. all are Directors of Middlebury Assurance Corporation. Form 990, Page 6, Part VI, Line 4 The Code of Regulations was amended in July 2013. The significant changes were: Members - Specified that the Members are Summa Health System Community ("Summa Member") and HealthSpan Partners ("Community Member") Specified Membership Interests: 1. Summa Member - 70% 2. Community Member - 30% Described the Definitive Agreement between Corporation and MercyHealth. (Note: In September 2013, MercyHealth assigned its interest in the Definitive Agreement to HealthSpan Partners). Added reserved powers for Members: 1. Actions that would adversely impact the tax-exempt status of the Corporation or MercyHealth 2. Appointment of a new CEO 3. Dissolution, merger, conversion, or consolidation of the Corporation, or sale/lease/disposition of substantially all of the Corporation's assets 4. Sale, lease, disposition of Corporation's core operating assets as defined in Definitive Agreement 5. Addition of a new corporate member of the Corporation 6. Amendment to the Statement of Common Values 7. Amendment to the Articles of Incorporation or Code of Regulations Reserved Powers 1, 3, 4, 5, 6, and 7 require the approval of each of the Members Board of Directors 1. Reduced the number of directors from a maximum of 33 to 16 2. The 16 directors will include 12 Elected Lay Directors, 3 Physician Directors, and the President & CEO as a Special Voting Director 3. The 3 Physician Directors will be nominated by a process to be developed by the Medical Staffs of the Summa Hospitals 4. Deleted the following designated directors: 3 Medical Officer directors; 2 SHN/SummaCare Directors; 5 At-Large Physician Directors; 2 directors appointed by CFGH; 1 SBH Director; 1 WRH Director; and the RMH ex-officio non-voting representative 5. Community Member to elect 5 Directors (at least 1 to be a resident or community leader active in Summa's market area and at least 1 to be a physician; these may be same individual) 6. Summa Member to elect 10 Directors (7 Elected Lay Directors and 3 Physician Directors) 7. Changed the definition of quorum from 40% to twelve (12) Directors 8. Added provision that an affirmative vote of a majority of the Community Member Designated Directors is required for the following actions: a. Actions that would adversely impact the tax-exempt status of the Corporation or MercyHealth b. Appointment of a new CEO c. Dissolution, merger, conversion, or consolidation of the Corporation, or sale/lease/disposition of substantially all of the Corporation's assets d. Sale, lease, disposition of Corporation's core operating assets as defined in Definitive Agreement e. Addition of a new corporate member of the Corporation f. Any amendment to the Corporation's organization documents that would impair the rights of Community Member g. The addition of any service or change in operations that would violate the Statement of Common Values 9. Specified that a Director may only be removed by the Member which elected such Director 10. Included a requirement that following that removed Director(s) be replaced by the respective Member who caused the vacancy Officers 1. Officers shall be Chair, Vice Chair (new), President & CEO, Treasurer, and Secretary. Deleted the Chair Elect and Past Chair 2. Changed the term of office from 3 years to 2 years with an additional year at the discretion of the Board 3. Specified that removal of an officer requires the affirmative vote of 12 Directors Statement of Common Values Corporation has adopted a Statement of Common Values; amendment of the Statement of Common Values requires the approval of each of the Members Fiscal Matters - Liquidation Preference Added a new section specifying that upon a complete liquidation of the Corporation, Community Member would get a preferential distribution following the distribution of indebtedness and other priority obligations. Form 990, Page 6, Part VI, Line 6 The Members of Summa Health System are Summa Health System Community ("Summa Member") and Healthspan Partners ("Community Member"). Summa Member's interest is 70%; Community Member's interest is 30%. Form 990, Page 6, Part VI, Line 7a The Members of the Corporation are Summa Health System Community ("Summa Member") and HealthSpan Partners ("Community Member"). The Members have the following powers: 1. Community Member to elect 5 Directors (at least 1 to be a resident or community leader active in Summa's market area and at least 1 to be a physician; these may be same individual) 2. Summa Member to elect 10 Directors (7 Elected Lay Directors and 3 Physician Directors) A Director may only be removed by the Member which elected such Director, and if a Member removes a Director elected by such Member, then that Member may replace elect a Director to fill the vacancy. Form 990, Page 6, Part VI, Line 7b The following are reserved powers for the Members of the Corporation: 1. Actions that would adversely impact the tax-exempt status of the Corporation or MercyHealth 2. Appointment of a new CEO 3. Dissolution, merger, conversion, or consolidation of the Corporation, or sale/lease/disposition of substantially all of the Corporation's assets 4. Sale, lease, disposition of Corporation's core operating assets as defined in Definitive Agreement 5. Addition of a new corporate member of the Corporation 6. Amendment to the Statement of Common Values 7. Amendment to the Articles of Incorporation or Code of Regulations Reserved Powers 1, 3, 4, 5, 6, and 7 require the approval of each of the Members. Form 990, Page 6, Part VI, Line 11b The return was reviewed in detail by a committee consisting of internal and external legal counsel, financial management, and an external auditor. The review committee included the Senior Vice President, Finance & CFO and the Senior Vice President, Legal Services & General Counsel. This detailed review occurred in September 2014. Following this review and incorporation of changes recommended by this committee, the return was provided to the Summa Health System Committee on Governance prior to its September 2014 meeting for further review. The Committee on Governance is a standing committee appointed by the Summa Health System Board of Directors and includes members of the Board of Directors. After the review by the Committee on Governance, and prior to filing with the IRS, an email was sent to each voting member of the Board of Directors. This email included instructions and a link to a password-protected web site on which the entire Form 990 was available for viewing. Form 990, Page 6, Part VI, Line 12c Conflict of Interest Process Summary: A Conflict of Interest Questionnaire is sent annually to all Summa Health System entities' Boards of Directors, Key Employees, Senior Managers, Medical Directors, Employed Physicians, Contracted Physicians, Administrative Directors, Executive Directors, Department Heads, Managers, Supervisors, and Members of Purchasing Committees for completion. Responses are individually reviewed for determination of potential conflicts. Those responses deemed to present potential conflicts are then presented to the Governance Committee (Sub-Committee of the Summa Health System Board of Directors). The Governance Committee reviews each response that presents a potential conflict and determines whether additional action is required to eliminate or mitigate the potential conflict. This annual conflict of interest questionnaire process is managed by the Corporate Compliance Department pursuant to the Summa Health System Policy on Conflict of Interest as approved by the Summa Health System Board of Directors. In addition to the annual Conflict of Interest Questionnaire, the Conflict of Interest Policy imposes a duty to disclose conflicting interests on an ongoing basis. Disclosure Procedure: Any person with a conflicting interest in any transaction or arrangement is required to disclose the conflicting interest to the Board or committee considering such transaction or arrangement prior to or at the beginning of any meeting at which such transaction or arrangement is under consideration. The person with a conflicting interest is prohibited from using his/her personal influence on the matter but may briefly state his/her position on the transaction or arrangement and answer questions raised by members of the Board or committee. The person with a conflicting interest is prohibited from otherwise participating in the decision and may be required to leave the meeting during the discussion and vote on the transaction or arrangement. In addition, if appropriate, a non-interested person or committee may be appointed to investigate alternatives to the proposed transaction or arrangement. The minutes of Board meetings and committee meetings reflect whether any conflicting interests were disclosed, the nature of the conflicting interests, and the names of persons who were present for discussion and votes relating to the transaction or arrangement. Form 990, Page 6, Part VI, line 15 Executive Compensation: The Compensation Committee of the Summa Health System Board of Directors meets at least twice each year to review and approve base compensation and total remuneration for executive staff. Each voting member of the Compensation Committee is an independent director and is not affiliated with management. The Compensation Committee engages outside consulting support to provide independent market data, advice and counsel to the Compensation Committee. For the past four years, the Compensation Committee has used Hay Group, a nationally recognized consulting firm, to assist their efforts. The Hay Group provides the following services to the Compensation Committee: (a) education of Committee members regarding executive compensation trends and best practices in healthcare organizations; (b) assessment of the market competitiveness and reasonableness of Summa's executive compensation programs including base salary, incentive compensation, core and executive benefits, as well as their alignment with the mission and future performance expectations; (c) written, detailed evaluation of the market reasonableness of Summa's executive compensation and benefits program; and (d) ongoing support and independent advice to the Compensation Committee on matters related to executive compensation. Each year the Compensation Committee reviews and approves the compensation for the following positions: 1. System President & CEO 2. Senior Vice President, Finance & CFO 3. Senior Vice President, Legal Services & General Counsel 4. Senior Vice President, IT&S & CIO 5. Senior Vice President, Service Lines, Ambulatory & Ancillary 6. Senior Vice President, Planning & Marketing 7. Senior Vice President & Chief Nursing Officer 8. Senior Vice President, Human Resources 9. Senior Vice President, Chief Medical Officer 10. President, SummaCare Form 990, Page 6, Part VI, Line 19 Summa Health System makes its Conflicts of Interest policy available upon request. The Articles of Incorporation of Summa Health System and its related entities are available on the website of the Ohio Secretary of State (www.sos.state.oh.us). Summa Health System makes its financial statements available on its website (www.summahealth.org). The financial statements are also available through the Electronic Municipal Market Access (www.emma.msrb.org). Form 990, Page 12, Part XI, Line 9 Other changes in Net Assets or Fund Balances: Investment by HealthSpan Partners $250,000,000 Transfers to/from Affiliates (24,251,362) Elimination of SHN liability (13,343,213) ------------- Total change in Net Assets $212,405,425 FORM 990 PART IX LINE 11G DESCRIPTION:NON-BILLABLE PURCHASED SERVICE TOTAL FEES:3339115 FORM 990 PART IX LINE 11G DESCRIPTION:CONSULTANT FEES TOTAL FEES:4335864 FORM 990 PART IX LINE 11G DESCRIPTION:CORPORATE SPONSORSHIPS TOTAL FEES:522612 FORM 990 PART IX LINE 11G DESCRIPTION:HEALTH SCREENING TOTAL FEES:199358 FORM 990 PART IX LINE 11G DESCRIPTION:REPAIR & MAINTENANCE TOTAL FEES:94707 Summa Health Network LLC 525 East Market Street Akron OH 44304 341887844 Contracting OH 4873753 10718064 SHS Summa Health System Community 525 East Market Street Akron OH 44304 463018310 Support Org OH applied for 11 true Ohio Sleep Disorders Centers LLC 130 W Exchange Akron OH 44302 341872278 Phys. offices OH NA related Summa Rehab Hospital LLC 29 North Adams Street Akron OH 44304 271952573 Rehab Hospita OH SACSTH related Ohio Health Choice Inc 525 East Market Street Akron OH 44304 341895396 PPO OH SHS Corp C Corp Summa Insurance Company Inc 10 North Main Street Akron OH 44308 341809108 Prop/Cas Ins OH SHS Corp C Corp Summa Health System Corp 525 East Market Street Akron OH 44304 341515252 Mgmt Svcs OH SHS C Corp Wadsworth Rittman Hosp Prof Svc Corp 195 Wadsworth Rd Wadsworth OH 44281 010842997 Prof Med Svcs OH SHS Corp C Corp Middlebury Assurance Company PO Box 1051 KY1-1102 Grand Cayman Cayman Islands CJ 980405096 Self Insuranc CJ SHS Foreign Co SummaCare Inc 10 North Main Street Akron OH 44308 341726655 Prop/Cas Ins OH SIC C Corp Aris Teleradiology Holdings Inc 5655 Hudson Drive Suite 210 Hudson OH 44236 453697866 Radiology Svc OH SACSTH C Corp Summa Accountable Care Organization 525 East Market Street Akron OH 44304 273857055 Contracting OH SHS C Corp Health Care Centers Physicians Inc 1900 23rd Street Cuyahoga Falls OH 44223 341692767 Inactive OH SHS Corp C Corp Summa Management Services Organization 10 North Main Street Akron OH 44308 461145832 Mgmt services OH SHS Corp C Corp Summa Integrated Services Organization 10 North Main Street Akron OH 44308 461159251 Mgmt services OH SHS Corp C Corp true false false false false true false true false false false true false false false true true true true SummaCare Inc a 2233582 FMV Ohio Health Choice Inc a 74250 FMV Middlebury Assurance Company f 3092111 FMV Summa Integrated Services Organization h 263652 FMV Summa Physicians Inc l 1305530 FMV Summa Akron City and St Thomas Hospitals l 1032648 FMV Summa Barberton Citizens Hospital l 103992 FMV The Wadsworth-Rittman Area Hospital Assn l 80208 FMV SummaCare Inc l 272041 FMV Middlebury Assurance Company p 641877 FMV Summa Rehab Hospital LLC q 148250 FMV Summa Accountable Care Organization q 120500 FMV Summa Akron City and St Thomas Hospitals q 26579941 cost Summa Barberton Citizens Hospital q 5782043 cost The Wadsworth-Rittman Area Hospital Assn q 2142996 cost Summa Physicians Inc q 1417884 cost Summa Insurance Company q 3525041 FMV Summa Foundation r 5199999 cost Middlebury Assurance Company s 6031002 cost