2013-11-11T14:34:47-06:00 2012-12-31 ERNST & YOUNG US LLP 111 MONUMENT CIRCLE SUITE 2600 INDIANAPOLIS IN 46204 990 2012-01-01 341887844 Summa Health System % BRIAN K DERRICK SUMM 3303753196 525 East Market Street Suite Akron OH 44309 Brian K Derrick 3303753196 2013-11-07 true 3176817000 2012 2016-03-07 17:11:31Z THOMAS J STRAUSS 525 EAST MARKET STREET AKRON OH 44309 14904605 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. 25 13 23 0 1138735 338876 0 0 9043825 11443688 298375 231872 -55070 182792 9287130 11858352 15000 15000 0 0 2251521 2273882 0 0 0 2308011 2044308 4574532 4333190 4712598 7525162 104484276 109314398 21937847 19319238 82546429 89995160 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 false 3536235 0 3809676 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. 250000 15000 7634012 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. 3786235 true false false false false false false false true true false true false false true false true false false true false false false false false false true false true false false false false false false false true false false false false true true true true false false true 54 0 true 23 true true true true CJ false false false false false false false false X 25 13 true false false false false true false true true false false true true true true true false true true true true OH X BRIAN K DERRICK 3303753196 525 EAST MARKET STREET AKRON OH 44309 Michael Bage MD 2.0 48.0 X 0 501608 11162 Vincent DiGirolamo 2.0 4.0 X 0 0 0 Daniel Finelli MD 2.0 0.0 X 0 0 0 Robert Flora MD 2.0 48.0 X 0 301825 14555 William Ginter 2.0 0.0 X 0 0 0 Russell Gregory 2.0 4.0 X 0 0 0 Stephen Hailer 2.0 4.0 X 0 0 0 Thomas Harnden 2.0 4.0 X 0 0 0 Thomas Knoll 2.0 48.0 X 0 214908 0 David Lieberth 2.0 0.0 X 0 0 0 Anthony Lockhart 2.0 4.0 X 0 0 0 Michael Maggio MD 2.0 48.0 X 0 216594 15464 Richard Marsh 2.0 2.0 X 0 0 0 James McIlvaine 2.0 0.0 X 0 0 0 Dale Murphy MD 2.0 48.0 X 0 572275 47495 Joseph Myers MD 2.0 48.0 X 0 481339 12387 Joseph Nienaltowski DO 2.0 2.0 X 0 0 0 Gordon Ober 2.0 0.0 X 0 0 0 Theresa Proenza 2.0 0.0 X 0 0 0 Robert Schaal MD 2.0 10.0 X 0 75000 0 Martin Spector 4.0 2.0 X X 0 0 0 Leila Vespoli 2.0 0.0 X 0 0 0 Jeffrey Wright MD 2.0 0.0 X 0 0 0 Joseph Zarconi MD 2.0 48.0 X 0 517890 57992 Norman Wells 2.0 4.0 X X 0 0 0 Thomas Strauss 4.0 46.0 X X 0 1434283 114053 William Powel III 4.0 46.0 X 0 616537 67761 Brian Derrick 4.0 46.0 X 0 691767 0 Charles Vignos 50.0 0.0 X 359738 0 47306 Charles Ross MD 4.0 46.0 X 0 431078 37722 Robert Harrigan 4.0 46.0 X 0 993301 86844 Gregory Kall 4.0 46.0 X 0 433827 52595 Martin Hauser 4.0 46.0 X 0 635064 59084 Kyle Klawitter 4.0 46.0 X 0 433025 44285 Unhee Kim 4.0 46.0 X 0 565965 61983 Patrice Lange 4.0 46.0 X 0 423364 43871 Thomas O'Neill 4.0 46.0 X 0 468430 57141 Mary Ward 4.0 46.0 X 0 512094 50340 Kevin Theiss 4.0 46.0 X 0 290205 29994 Michael Hillman MD 4.0 46.0 X 0 786414 0 A Gus Kious MD 4.0 46.0 X 0 324308 339 Jeffrey Price 50.0 0.0 X 146666 0 12405 Laura McCafferty 50.0 0.0 X 107456 0 274 Kathleen Rice 0.0 0.0 X 0 148439 90 Jay Williamson MD 0.0 50.0 X 0 288897 536 613860 12358437 925678 3 true true false 0 0 HEALTHCARE REVENUE 524298 3809676 3809676 PROGRAM RELATED INVESTMENTS 900099 7634012 6443723 1190289 11443688 231872 231872 0 0 3229045 3046253 182792 0 182792 -51554 234346 0 0 0 0 0 11858352 10253399 1138735 466218 15000 15000 0 0 0 407044 407044 0 1251495 1251495 34822 34822 473966 473966 106555 106555 81064 68440 12624 0 107832 100707 7125 0 0 0 0 0 17894 17894 113726 113726 319557 319557 0 399074 201481 197593 13025 13025 0 48177 48177 0 0 373576 373576 0 TAX EXPENSE 329613 329613 SPONSORSHIPS 235000 235000 DUES & LICENSES 5770 5770 4333190 3786235 546955 0 200 200 16416629 8627106 0 0 12126053 11329458 0 0 0 0 0 0 0 0 0 0 32536298 20698785 14048848 11837513 12158670 12316159 0 0 46524672 62224758 0 0 3209204 2979204 104484276 109314398 3447437 3373479 3209204 2975315 406417 439167 0 0 0 0 0 0 0 0 14874789 12531277 0 0 21937847 19319238 X 82546429 89995160 0 0 0 0 82546429 89995160 104484276 109314398 7525162 -76431 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 (FKA SACSTHF) 341219001 07 true 0 CUYAHOGA FALLS GENERAL HOSPITAL 340718383 09 true 0 FORMER SUMMA FOUNDATION (MERGED 612012) 320323002 07 true 0 6 15896470 347618 486766 16730854 15633841 113108 149521 15896470 13145135 2481325 7380 15633840 13311624 -183166 16677 13145135 9445067 3890076 -23519 13311624 1.00000 true false 30511298 19180571 11330727 19978 19423 555 2005022 1498791 506231 11837513 OHIO HEALTH CHOICE, INC 1356007 F MIDDLEBURY ASSURANCE COMPANY 26556349 F SUMMACARE, INC 1000000 C SUMMA INSURANCE COMPANY 25226327 C SUMMA INTEGRATED SERVICES ORG 8086075 F 62224758 0 0 X Part X Line 2, FIN 48 (ASC 70) 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 SHS 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 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 income tax expense account. 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 52218076 Central America and the Caribbean Unrelated Trade or Business 62713 52280789 52280789 true false true false false false Part I, Line 3 (1), Col f Investment $51,568,410 Expenses $ 649,666 true University of Akron 302 Buchtel Common Akron OH 44301 346002924 501(c)(3) 15000 Educational 1 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 0 404384 0 96624 0 600 0 0 0 11162 0 512770 0 0 Robert Flora MD 0 292303 0 7902 0 1620 0 0 0 14555 0 316380 0 0 Thomas Knoll 0 214908 0 0 0 0 0 0 0 0 0 214908 0 0 Michael Maggio MD 0 214661 0 1093 0 840 0 0 0 15464 0 232058 0 0 Dale Murphy MD 0 360038 0 127945 0 84292 0 36383 0 11112 0 619770 0 28865 Joseph Myers MD 0 385016 0 96323 0 0 0 0 0 12387 0 493726 0 0 Joseph Zarconi MD 0 301596 0 126451 0 89843 0 47612 0 10380 0 575882 0 36586 Thomas Strauss 0 764126 0 379050 0 291107 0 102923 0 11130 0 1548336 0 81772 William Powel III 0 351398 0 143770 0 121369 0 54022 0 13739 0 684298 0 38653 Brian Derrick 0 473268 0 98515 0 119984 0 0 0 0 0 691767 0 0 Charles Vignos 225000 0 75577 0 59161 0 27296 0 20010 0 407044 0 14573 0 Charles Ross MD 0 248304 0 86468 0 96306 0 27494 0 10228 0 468800 0 17758 Robert Harrigan 0 541403 0 242971 0 208927 0 76009 0 10835 0 1080145 0 57726 Gregory Kall 0 260569 0 106446 0 66812 0 42327 0 10268 0 486422 0 28546 Martin Hauser 0 344302 0 140752 0 150010 0 59084 0 0 0 694148 0 39068 Kyle Klawitter 0 239730 0 97180 0 96115 0 38723 0 5562 0 477310 0 25732 Unhee Kim 0 332183 0 133797 0 99985 0 49797 0 12186 0 627948 0 34198 Patrice Lange 0 239086 0 98814 0 85464 0 38835 0 5036 0 467235 0 28012 Thomas O'Neill 0 250613 0 120346 0 97471 0 46357 0 10784 0 525571 0 18784 Mary Ward 0 313291 0 122047 0 76756 0 44944 0 5396 0 562434 0 30136 Kevin Theiss 0 175577 0 60904 0 53724 0 15900 0 14094 0 320199 0 11084 Michael Hillman MD 0 305730 0 160370 0 320314 0 0 0 0 0 786414 0 0 Jeffrey Price 132314 0 12972 0 1380 0 0 0 12405 0 159071 0 0 0 Jay Williamson MD 0 192738 0 55915 0 40244 0 0 0 536 0 289433 0 0 Kathleen Rice 0 936 0 0 0 147503 0 0 0 90 0 148529 0 0 A Gus Kious MD 0 258097 0 0 0 66211 0 0 0 339 0 324647 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, and tax preparation services were paid on behalf of certain officers. The personal use is reflected as wages. Part I, Line 4a In 2012, Kathleen Rice received $148,529 in severance and benefits from a related 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 2012: Thomas J. Strauss $91,848, Joseph Zarconi, MD $36,551, William A. Powel, III $42,842, Thomas P. O'Neill $35,181, Robert Harrigan $64,838, Martin Hauser $42,084 Gregory Kall $31,749, Unhee Kim $40,593, Kyle Klawitter $29,120, Patrice Lange $28,857, Kevin Theiss $14,523, Charles Vignos $17,783, Mary H. Ward $37,444, Dale P. Murphy, MD $28,883, and Charles E. Ross, MD $20,030. Part I, Line 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. OAPO LLC Part V 912506 Lease payments false Schedule L, Part IV, Business Transactions The following person(s) have a financial interest in OAPO, LLC: William Ginter, director, is a principal of OAPO, LLC. Form 990, Page 5, Part V, Line 2a Summa Akron City and St. Thomas Hospitals (SACSTH) 34-0714755 is the paymaster for Summa Health System. All wages of Summa Health System have been appropriately included in the payroll related reporting and tax filings of SACSTH. Summa Health System employees are included as part of the SACSTH payroll tax filings, the employees and related expenses are shown on the Summa Health System Form 990. Form 990, Page 6, Part VI, Line 2 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. Thomas O'Neill and Mary Ward have a business relationship through Crystal Clinic Orthopaedic Center, LLC: both are Directors of Crystal Clinic Orthopaedic Center, LLC. Stephen Hailer, Thomas Knoll, Thomas Strauss, and William A. Powel, III have a business relationship: all are Directors of Summa Western Reserve Hospital, LLC. Thomas O'Neill and Unhee Kim have a business relationship through ARIS Teleradiology Holdings, Inc. and through ARIS Teleradiology Professional Corporation: each is a Director of both entities. Form 990, Page 6, Part VI, Line 7a Summa Health System - the following entities had the right to elect directors to Summa Health System during fiscal year 2012: (i) The medical staff of Summa Akron City and St. Thomas Hospitals elects six (6) physicians to be directors of Summa Health System. These are the President of the Medical Staff, Vice President of the Medical Staff, Immediate Past President of the Medical Staff, and three (3) other members of the medical staff. (ii) The Board of Directors of Cuyahoga Falls General Hospital elects two (2) directors. (iii) The Board of Directors of Summa Barberton Citizens Hospital elects one (1) director. (iv) The Board of Directors of Summa Wadsworth-Rittman Hospital elects one (1) director. Form 990, Page 6, Part VI, Line 11b This Form 990 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 System Vice President, Finance & CFO and the System Vice President, Legal Services & General Counsel. This detailed review occurred in early October 2013. 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 mid-October 2013 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 this 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 three 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: Summa Health System President & CEO System Vice President, Finance & CFO System Vice President, Legal Services & General Counsel System Vice President, IT&S & CIO System Vice President, Service Lines, Ambulatory & Ancillary System Vice President, Planning & Marketing System Vice President & Chief Nursing Officer System Vice President, Human Resources System Vice President, Quality & Medical Affairs Form 990, Page 6, Part VI, Line 18 This Form 990 is posted on the organization's website at www.summahealth.org. Form 990, Page 6, Part VI, Line 19 Summa Health System makes its Conflicts of Interest Policy available on its website (www.summahealth.org). 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). The financial statements are available through the Electronic Municipal Market Access (www.emma.msrb.org). Summa Health Network LLC 525 East Market Street Akron OH 44304 341887844 Contracting OH 4009906 28082215 SHS Summa Barberton Wadsworth-Rittman Hosp 525 East Market Street Akron OH 44304 Holding Co OH 0 0 SHS Ohio Sleep Disorders Centers LLC 130 W Exchange Akron OH 44302 341872278 Phys. offices OH NA related 0 0 false 0 false 0.66600 Summa Rehab Hospital LLC 29 North Adams Street Akron OH 44304 271952573 Rehab Hospital OH SACSTH related 7915911 2999783 false 0 false 0.52000 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 false false false false false true false false false false false false false SummaCare Inc a 2233582 FMV Summa Akron City & St Thomas Hospitals a 719730 FMV Ohio Health Choice Inc a 74250 FMV Summa Physicians Inc l 1078230 FMV Summa Akron City and St Thomas Hospitals l 532644 FMV Summa Barberton Citizens Hospital l 103992 FMV The Wadsworth-Rittman Area Hospital Assn l 83211 FMV SummaCare Inc l 912288 FMV