Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 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) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
SUMMA HEALTH SYSTEM |
340714755 | 3 | Yes | 0 | 0 | |
|
Total 1
|
0 | 0 | ||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | 16,292,512 | 16,292,512 | ||||
| 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 | 16,292,512 | 16,292,512 | ||||
| 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) .. | 1,375,319 | |||||
| 6 | Public support. Subtract line 5 from line 4. | 14,917,193 | |||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 16,292,512 | 16,292,512 | ||||
| 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 | 16,292,512 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (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 on 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.).. | ||||||
| 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 0.015 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 0.035 | 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 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2021 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2021 |
(iii) Distributable Amount for 2021 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2021 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2021 (reasonable cause required-- explain in Part VI). See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2021: | ||||
| a From 2016....... | ||||
| b From 2017....... | ||||
| c From 2018....... | ||||
| d From 2019....... | ||||
| e From 2020....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2021 distributable amount | ||||
|
i
Carryover from 2016 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2021 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2021 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2021, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2021. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
7 Excess distributions carryover to 2022. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2017..... | ||||
| b Excess from 2018..... | ||||
| c Excess from 2019..... | ||||
| d Excess from 2020..... | ||||
| e Excess from 2021..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| SCHEDULE A, PART I, LINE 3, 7, 12: | SUMMA HEALTH SYSTEM, EIN 34-0714755, IS A SUBORDINATE MEMBER OF THE SUMMA HEALTH GROUP RULING. THE ORGANIZATION'S PUBLIC CHARITY STATUS IS AS A HOSPITAL ORGANIZATION DESCRIBED IN SECTION 170(B)(1)(A)(III). SUMMA PHYSICIANS, INC. DBA SUMMA HEALTH MEDICAL GROUP (SHMG), EIN 34-1790929, IS A SUBORDINATE MEMBER OF THE SUMMA HEALTH GROUP RULING. THE ORGANIZATION'S PUBLIC CHARITY STATUS IS SECTION 509(A)(3) TYPE III FUNCTIONALLY INTEGRATED AND MUST COMPLETE SCHEDULE A, PART IV, SECTIONS A, D, AND E. THE NUMBER OF SUPPORTING ORGANIZATIONS FOR LINE 12F IS 1. THE SUPPORTED ORGANIZATION FOR LINE 12G IS SUMMA HEALTH SYSTEM, EIN 34-0714755, WHOSE ORGANIZATION TYPE DESCRIBED ON LINES 1-10 IS 3, AND WHICH IS LISTED IN THE SHMG ORGANIZING DOCUMENTS. LISTING ZERO IN SUPPORT FOR LINE 12G COLUMN (V) AND (VI). SUMMA FOUNDATION, EIN 34-1219001, IS A SUBORDINATE MEMBER OF THE SUMMA HEALTH GROUP RULING. THE ORGANIZATION'S PUBLIC CHARITY STATUS IS 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) AND MUST COMPLETE SCHEDULE A PART II. PURSUANT TO THE INSTRUCTIONS FOR GROUP FILINGS, THE ABOVE LISTED ORGANIZATIONS HAVE SEPARATELY DOCUMENTED THEIR COMPLIANCE REQUIREMENTS ON SCHEDULE A, PART VI, SUPPLEMENTAL INFORMATION. |
| SCHEDULE A, PART II, SECTION A, PUBLIC SUPPORT: | SCHEDULE A PUBLIC SUPPORT SCHEDULE IS BEING PREPARED FOR SUMMA FOUNDATION, EIN 34-1219001. SUMMA FOUNDATION IS A SUBORDINATE MEMBER OF THE SUMMA HEALTH GROUP RULING. THE ORGANIZATION'S PUBLIC CHARITY STATUS IS 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) AND MUST COMPLETE SCHEDULE A PART II. |
| SCHEDULE A, PART IV, SECTIONS A, D, AND E: | SHMG, EIN 34-1790929, IS A SUBORDINATE MEMBER OF THE SUMMA HEALTH GROUP RULING. THE ORGANIZATION'S PUBLIC CHARITY STATUS IS SECTION 509(A)(3) TYPE III FUNCTIONALLY INTEGRATED AND MUST COMPLETE SCHEDULE A, PART IV, SECTIONS A, D, AND E. THE ANSWERS PROVIDED ON SCHEDULE A, PART VI, FOR SCHEDULE A PART IV, SECTIONS A, D AND E ARE PROVIDED FOR SHMG. |
| SCHEDULE A, PART IV, SECTION A, LINE 1: | THE ANSWER FOR LINE 1 IS YES. SUPPORTED ORGANIZATIONS LISTED BY NAME: SHMG, EIN 34-1790929, WAS THE SUPPORTING ORGANIZATION TO THE FOLLOWING SUPPORTED ORGANIZATION - SUMMA HEALTH SYSTEM, INC. EIN 34-0714755. SUMMA HEALTH SYSTEM IS DESIGNATED AS A SUPPORTED ORGANIZATION BY NAME IN THE ARTICLES OF INCORPORATION OF SUMMA PHYSICIANS, INC. DBA SUMMA HEALTH MEDICAL GROUP. AN HISTORIC AND CONTINUING RELATIONSHIP OF SUPPORT EXISTS BETWEEN SUMMA PHYSICIANS, INC. DBA SUMMA HEALTH MEDICAL GROUP, AND SUMMA HEALTH SYSTEM, THE SUPPORTED HOSPITAL LISTED ON PART I LINE 12G. |
| SCHEDULE A, PART IV, SECTION A, LINES 2 - 4A: | THE ANSWERS FOR LINES 2-4A ARE AS FOLLOWS: 2, NO 3A, NO 4A, NO |
| SCHEDULE A, PART IV, SECTION A, LINE 5A: | THE ANSWER FOR LINE 5A IS NO. |
| SCHEDULE A, PART IV, SECTION A, LINES 6-11C : | THE ANSWERS FOR LINES 6 - 11C ARE AS FOLLOWS: 6, NO 7, NO 8, NO 9A-9C, NO 10A, NO 11A-11C, NO |
| SCHEDULE A, PART IV, SECTION D, LINES 1-3: | THE ANSWERS FOR LINES 1 - 3 ARE AS FOLLOWS: 1, YES 2, YES 3, YES. SUMMA HEALTH SYSTEM HAS A SIGNIFICANT VOICE IN SHMG'S INVESTMENT POLICIES AND IN DIRECTING THE USE OF SHMG'S INCOME OR ASSETS AT ALL TIME DURING THE TAX YEAR THROUGH COMMON BOARD MEMBERSHIP AND THROUGH COMMON CONTROL PROVIDED BY SUMMA HEALTH, THE PARENT ORGANIZATION OF SUMMA HEALTH SYSTEM, THE SUPPORTED ORGANIZATION. |
| SCHEDULE A, PART IV, SECTION E, LINE 1A: | THE ANSWER FOR LINE 1A IS "X" |
| SCHEDULE A, PART IV, SECTION E, LINE 2A: | THE ANSWER FOR LINE 2A IS YES: ORGANIZATION ACTIVITIES DIRECTLY FURTHER THE EXEMPT PURPOSES: SHMG PROMOTES THE STRONGER AFFILIATION AND EMPLOYMENT OF PHYSICIANS TO ENSURE THE SUPPORTED HOSPITALS LISTED IN PART I LINE 12G MEET COMMUNITY AND HOSPITAL NEEDS FOR PHYSICIAN SERVICES, AND ALSO DEVELOPS PHYSICIAN COVERAGE IN NEW MARKETS. SHMG DIRECTORS AND OFFICERS SERVE AS DIRECTORS AND OFFICERS ON THE BOARDS OF THE SUPPORTED ORGANIZATIONS, ENSURING RESPONSIVENESS. SHMG'S PROGRAM SERVICE ACCOMPLISHMENTS INCLUDE HOSPITAL-BASED PRACTICES, MISSION-BASED PRACTICES, AND STRATEGIC-BASED PRACTICES, ALL BASED EXCLUSIVELY IN THE IDENTIFIED SUPPORTED HOSPITAL AND CONSTITUTING SUBSTANTIALLY ALL OF SHMG'S ACTIVITIES. |
| SCHEDULE A, PART IV, SECTION E, LINE 2B: | THE ANSWER FOR LINE 2B IS YES. ACTIVITIES THAT ONE OR MORE SUPPORTED ORGANIZATIONS ENGAGED IN: BUT FOR SHMG'S WORK TO ENSURE A STRONG AFFILIATION AND EMPLOYMENT OF PHYSICIANS TO ENSURE THE SUPPORTED HOSPITAL LISTED IN PART I LINE 12G MEETS COMMUNITY AND HOSPITAL NEEDS FOR PHYSICIAN SERVICES, THE IMPORTANT RELATIONSHIPS BETWEEN THE SUPPORTED HOSPITAL AND ITS PHYSICIANS WOULD HAVE TO BE MANAGED BY THE HOSPITAL. |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART V, LINE 2A AND 2B | THE PARENT ORGANIZATION, SUMMA HEALTH, EIN 34-1887844, IS THE EMPLOYER OF RECORD FOR EMPLOYEES WORKING FOR GROUP RETURN ENTITIES. |
| FORM 990, PART VI, SECTION A, LINE 1A | LINES 1A AND 1B: THE DIRECTOR COUNT INFORMATION IS PRESENTED IN THE FOLLOWING FORMAT: ENTITY NAME - NUMBER OF VOTING MEMBERS - NUMBER OF INDEPENDENT VOTING MEMBERS SUMMA HEALTH SYSTEM ("SHS") - 11 - 8 SUMMA FOUNDATION ("SF") - 22 - 19 SUMMA PHYSICIANS, INC. DBA SUMMA HEALTH MEDICAL GROUP ("SHMG") - 5 - 4 TOTALS FOR GROUP RETURN - 38 - 31 ALL OF THE ORGANIZATIONS LISTED ABOVE ARE SUBORDINATES UNDER THE CONTROL OF SUMMA HEALTH ("SH"). AS OF DECEMBER 31, 2021, SH HAD 11 VOTING DIRECTORS, 8 OF WHOM WERE INDEPENDENT VOTING DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 2 | FAMILY/BUSINESS RELATIONSHIPS AMONGST INTERESTED PERSONS: SUMMA HEALTH SYSTEM: THE FOLLOWING INDIVIDUALS HAVE A BUSINESS RELATIONSHIP AS BOARD MEMBERS OF AN ENTITY IN WHICH SUMMA HEALTH SYSTEM HAS AN OWNERSHIP INTEREST: SUMMA REHAB HOSPITAL: DAVID CUSTODIO, MD, AND BENJAMIN SUTTON THE FOLLOWING INDIVIDUALS HAVE A BUSINESS RELATIONSHIP AS BOARD MEMBERS OF A SUMMA HEALTH OWNED ENTITY: MIDDLEBURY ASSURANCE COMPANY: T. CLIFFORD DEVENY, MD, ROBERT GERBERRY, VIVEK BHALLA, MD AND KEITH COLEMAN SUMMA ACO DBA NEWHEALTH COLLABORATIVE: T. CLIFFORD DEVENY, MD, KEITH COLEMAN, ROBERT GERBERRY, LYDIA COOK, MD, MICHAEL HUGHES, MD, KATHLEEN BLAKE SUMMA HEALTH SYSTEM CORP: T. CLIFFORD DEVENY, MD, KEITH COLEMAN, ROBERT GERBERRY THE FOLLOWING INDIVIDUALS HAVE A BUSINESS RELATIONSHIP AS BOARD MEMBERS OF A SUMMA HEALTH SYSTEM CORP., A SUMMA HEALTH OWNED ENTITY: SUMMA MANAGEMENT SERVICES ORG.: KEITH COLEMAN, ROBERT GERBERRY SUMMACARE AND SUMMA INSURANCE COMPANY: T. CLIFFORD DEVENY, MD, BENJAMIN SUTTON, GEORGE STRICKLER, ROBERT GERBERRY, KEITH COLEMAN, LYDIA COOK, MD SUMMA FOUNDATION: T. CLIFFORD DEVENY, M.D., PAUL TESTA BUSINESS RELATIONSHIP |
| FORM 990, PART VI, SECTION A, LINE 6 | CLASSES OF MEMBERS OR STOCKHOLDERS: SUMMA HEALTH SYSTEM: SUMMA HEALTH IS THE SOLE MEMBER OF SUMMA HEALTH SYSTEM. SUMMA FOUNDATION: SUMMA HEALTH IS THE SOLE MEMBER OF SUMMA FOUNDATION SUMMA PHYSICIANS, INC. DBA SUMMA HEALTH MEDICAL GROUP: SUMMA PHYSICIANS, INC. HAS STOCKHOLDERS; THE STOCK IS HELD IN TRUST FOR THE BENEFIT OF SUMMA HEALTH. |
| FORM 990, PART VI, SECTION A, LINE 7A | MEMBERS OR STOCKHOLDERS ELECTING MEMBERS OF GOVERNING BODY: SUMMA HEALTH SYSTEM: THE CODE OF REGULATIONS OF SUMMA HEALTH SYSTEM PROVIDES THAT THOSE DIRECTORS OF SUMMA HEALTH, THE SOLE MEMBER OF SUMMA HEALTH SYSTEM, WOULD BE THE DIRECTORS OF SUMMA HEALTH SYSTEM. SUMMA FOUNDATION: IN ADDITION TO DIRECTORS ELECTED BY THE SUMMA HEALTH BOARD AS THE SOLE MEMBER OF SUMMA FOUNDATION, THE PRESIDENT AND CEO OF SUMMA HEALTH, THE CHAIR OF THE BOARD OF DIRECTORS OF SUMMA HEALTH, THE PRESIDENT OF SUMMA FOUNDATION, THE PRESIDENT OF THE WOMEN'S BOARD OF SUMMA HEALTH SHALL SERVE AS DIRECTORS OF SUMMA FOUNDATION. SUMMA PHYSICIANS, INC. DBA SUMMA HEALTH MEDICAL GROUP: THE SOLE SHAREHOLDER OF SUMMA PHYSICIANS, INC. IS SUBJECT TO A SHARE CONTROL AGREEMENT WHEREIN WHICH THEY MAY ELECT ONLY PERSONS APPROVED BY SUMMA HEALTH AS DIRECTORS OF SUMMA PHYSICIANS, INC. TO ENSURE SUMMA HEALTH SYSTEM MAINTAINS A SIGNIFICANT VOICE IN THE INVESTMENT POLICIES, GRANT-MAKING POLICIES, AND OTHERWISE IN THE USE OF INCOME AND ASSETS OF SUMMA PHYSICIANS, INC., AT LEAST ONE DIRECTOR OF SUMMA PHYSICIANS, INC. MUST ALSO BE A MEMBER OF SUMMA HEALTH SYSTEM'S BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7B | DECISIONS REQUIRING APPROVAL BY MEMBERS OR STOCKHOLDERS: SUMMA HEALTH SYSTEM: SUMMA HEALTH IS THE SOLE MEMBER OF SUMMA HEALTH SYSTEM. AS THE SOLE MEMBER, SUMMA HEALTH HAS THE POWER AND AUTHORITY TO APPROVE OR DISAPPROVE OF EACH OF THE FOLLOWING ON BEHALF OF SUMMA HEALTH SYSTEM: (I) ANY MODIFICATION OF THE ESSENTIAL NATURE, PURPOSE, MISSION OR OPERATIONS OF THE CORPORATION; (II) APPROVAL OF THE CODE OF REGULATIONS, BYLAWS OR OTHER CONSTITUTIVE DOCUMENT OF THE CORPORATION AND ANY AND ALL AMENDMENTS THERETO; (III) ADOPTION OF ANY AMENDMENTS TO THE ARTICLES OF INCORPORATION OR SIMILAR CHARTER OR ORGANIZATIONAL DOCUMENT OR AGREEMENT AND/OR ANY OTHER CHANGE IN THE CORPORATE STRUCTURE OR GOVERNANCE OF THE CORPORATION; (IV) ESTABLISHMENT OF QUALIFICATIONS FOR THE SELECTION OF DIRECTORS, DIRECTORS OR MANAGERS OF THE CORPORATION; (V) APPOINTMENT OR ELECTION AND REMOVAL OF MEMBERS OF THE GOVERNING BODY OF THE CORPORATION; (VI) APPOINTMENT OR ELECTION AND REMOVAL OF THE PRESIDENT AND/OR CHIEF EXECUTIVE OFFICER OR SIMILAR OFFICER(S) OF THE CORPORATION; (VII) ADOPTION OF ANNUAL OPERATING AND CAPITAL BUDGETS OF THE CORPORATION; (VIII) ADOPTION OF STRATEGIC PLANS OF THE CORPORATION; (IX) DETERMINATIONS AS TO THE USE AND OCCUPANCY OF ANY BUILDING OWNED OR LEASED BY THE CORPORATION; (X) THE SALE, ENCUMBRANCE, LEASE OR DISPOSITION OF REAL PROPERTY OF THE CORPORATION OTHER THAN IN THE ORDINARY COURSE OF THE OPERATIONS OF THE CORPORATION; AND (XI) THE MERGER, REORGANIZATION, DISSOLUTION OR OTHER CORPORATE ACTION OF A SIMILAR NATURE, INCLUDING PARTICIPATION IN A JOINT VENTURE, PROPOSED BY THE CORPORATION. SUMMA FOUNDATION: SUMMA HEALTH IS THE SOLE MEMBER ("MEMBER") OF SUMMA FOUNDATION. THE FOLLOWING ARE THE MATTERS ("RESERVED POWERS") WHICH MUST BE SUBMITTED TO, AND RECEIVE THE APPROVAL OF BOTH THE BOARD OF DIRECTORS OF SUMMA FOUNDATION AND THE MEMBER: (I) ANY MODIFICATION OF THE ESSENTIAL NATURE, PURPOSE, MISSION OR OPERATIONS OF THE CORPORATION; (II) ADOPTION OF A CODE OF REGULATIONS, BYLAWS OR OTHER CONSTITUTIVE DOCUMENT OF THE CORPORATION AND ANY AND ALL AMENDMENTS THERETO; (III) ADOPTION OF ANY AMENDMENTS TO THE ARTICLES OF INCORPORATION OR SIMILAR CHARTER OR ORGANIZATIONAL DOCUMENT OR AGREEMENT AND/OR ANY OTHER CHANGE IN THE CORPORATE STRUCTURE OR GOVERNANCE OF THE CORPORATION; (IV) ESTABLISHMENT OF QUALIFICATIONS FOR THE SELECTION OF DIRECTORS, DIRECTORS OR MANAGERS OF THE CORPORATION; (V) APPOINTMENT OR ELECTION AND REMOVAL OF MEMBERS OF THE GOVERNING BODY OF THE CORPORATION; (VI) APPOINTMENT OR ELECTION AND REMOVAL OF THE PRESIDENT AND/OR CHIEF EXECUTIVE OFFICER OR SIMILAR OFFICER(S) OF THE CORPORATION; (VII) ADOPTION OF ANNUAL OPERATING AND CAPITAL BUDGETS OF THE CORPORATION; (VIII) THE BORROWING OF MONEY OR OTHER INCURRING OR CREATING OF ANY INDEBTEDNESS OF THE CORPORATION, INCLUDING BY WAY OF A GUARANTY OF THE DEBT OF ANOTHER, IN AN AMOUNT GREATER THAN $1,000,000 OR THAT WILL INCREASE THE AMOUNT OF INDEBTEDNESS INCURRED IN THE CURRENT CALENDAR YEAR, IN THE AGGREGATE, TO MORE THAN $3,500,000; (IX) ADOPTION OF THE LONG RANGE PLANS OF THE CORPORATION; (X) DETERMINATIONS AS TO THE USE AND OCCUPANCY OF ANY BUILDING OWNED OR LEASED BY THE CORPORATION; (XI) THE SALE, ENCUMBRANCE, LEASE OR DISPOSITION OF REAL PROPERTY OF THE CORPORATION OTHER THAN IN THE ORDINARY COURSE OF THE OPERATIONS OF THE CORPORATION; AND (XII) THE MERGER, REORGANIZATION, DISSOLUTION OR OTHER CORPORATE ACTION OF A SIMILAR NATURE, INCLUDING PARTICIPATION IN A JOINT VENTURE, PROPOSED BY THE CORPORATION. SUMMA PHYSICIANS, INC. DBA SUMMA HEALTH MEDICAL GROUP: A SHARE CONTROL AGREEMENT AMONG SUMMA HEALTH, SUMMA PHYSICIANS, INC. AND THE SOLE SHAREHOLDER OF SUMMA PHYSICIANS, INC. PROVIDES THAT THE SOLE SHAREHOLDER SHALL VOTE EACH SHARE OF SUMMA PHYSICIANS, INC.'S CAPITAL STOCK NOW OR HEREAFTER OWNED BY THE SHAREHOLDER ON ANY MATTER SUBMITTED FOR A VOTE TO THE SHAREHOLDERS OF SUCH STOCK, ONLY AS APPROVED IN ADVANCE BY SUMMA HEALTH, INCLUDING, BUT NOT LIMITED TO THE MATTERS LISTED BELOW: (A) LEASE, SELL, EXCHANGE, TRANSFER OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL OF THE SUMMA PHYSICIANS, INC.'S ASSETS; (B) BE MERGED, CONSOLIDATED OR OTHERWISE REORGANIZED WITH OR INTO ANY OTHER CORPORATION OR TRADE OR BUSINESS; (C) ISSUE ANY SHARES OF ANY CLASS OF SUMMA PHYSICIANS, INC.'S CAPITAL STOCK (WHETHER FROM TREASURY OR FROM AUTHORIZED BUT UNISSUED SHARES); (D) AMEND OR OTHERWISE MODIFY ITS ARTICLES OF INCORPORATION OR CODE OF REGULATIONS; (E) DISSOLVE (OTHER THAN BY ACTION OF A COURT OF COMPETENT JURISDICTION); OR ENTER INTO ANY AGREEMENT WITH ANY PERSON TO DO ANY OF THE FOREGOING. |
| FORM 990, PART VI, SECTION B, LINE 11B | REVIEW OF FORM 990 BY GOVERNING BODY: THE RETURN WAS REVIEWED IN DETAIL BY A COMMITTEE CONSISTING OF INTERNAL LEGAL COUNSEL, FINANCIAL MANAGEMENT, AND AN EXTERNAL TAX ADVISOR. THE REVIEW COMMITTEE INCLUDED THE SENIOR VICE PRESIDENT, FINANCE & CFO AND THE SENIOR VICE PRESIDENT, LEGAL SERVICES & GENERAL COUNSEL. THIS DETAILED REVIEW OCCURRED IN OCTOBER 2022. FOLLOWING THIS REVIEW AND INCORPORATION OF CHANGES RECOMMENDED BY THIS COMMITTEE, THE RETURN WAS PROVIDED TO THE SUMMA HEALTH COMMITTEE ON GOVERNANCE PRIOR TO ITS OCTOBER 2022 MEETING FOR FURTHER REVIEW. THE COMMITTEE ON GOVERNANCE IS A STANDING COMMITTEE APPOINTED BY THE SUMMA HEALTH BOARD OF DIRECTORS AND INCLUDES MEMBERS OF THE BOARD OF DIRECTORS. SCHEDULE H OF THE RETURN WAS ALSO REVIEWED BY THE SUMMA HEALTH COMMUNITY BENEFITS COMMITTEE. AFTER THESE REVIEWS BY THE COMMITTEE ON GOVERNANCE AND THE COMMUNITY BENEFITS COMMITTEE, AND PRIOR TO FILING WITH THE IRS, AN EMAIL WAS SENT TO EACH VOTING MEMBER OF THE BOARDS 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, PART VI, SECTION B, LINE 12C | CONFLICT OF INTEREST POLICY: A CONFLICT OF INTEREST QUESTIONNAIRE IS SENT ANNUALLY TO ALL SUMMA HEALTH ENTITIES' BOARDS OF DIRECTORS, KEY EMPLOYEES, SENIOR MANAGERS, MEDICAL DIRECTORS, 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 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 POLICY ON CONFLICT OF INTEREST AS APPROVED BY THE SUMMA HEALTH 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. |
| FORM 990, PART VI, SECTION B, LINE 15 | PROCESS TO ESTABLISH COMPENSATION OF TOP MANAGEMENT OFFICIAL AND OTHER EMPLOYEES: COMPENSATION REVIEW IS DELEGATED TO SUMMA HEALTH, WHICH SHARES A COMMON BOARD WITH MEMBERS OF THE GROUP. EXECUTIVE COMPENSATION: THE COMPENSATION COMMITTEE OF THE SUMMA HEALTH 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. THE COMPENSATION COMMITTEE HAS USED KORN FERRY, A NATIONALLY RECOGNIZED CONSULTING FIRM, TO ASSIST THEIR EFFORTS. KORN FERRY 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. THE COMPENSATION COMMITTEE CONTEMPORANEOUSLY DOCUMENTS ITS DELIBERATIONS AND DECISIONS REGARDING COMPENSATION ARRANGEMENTS FOR EACH POSITION LISTED BELOW. EACH YEAR THE COMPENSATION COMMITTEE REVIEWS AND APPROVES THE COMPENSATION FOR THE FOLLOWING POSITIONS: SUMMA HEALTH: PRESIDENT & CEO SENIOR VICE PRESIDENT, FINANCE & CFO SENIOR VICE PRESIDENT, CHIEF LEGAL OFFICER & GENERAL COUNSEL PRESIDENT, AMBULATORY CARE CLINICAL SERVICE LINES, CHIEF STRATEGY OFFICER SENIOR VICE PRESIDENT, IT&S & CIO SENIOR VICE PRESIDENT, CHIEF HUMAN RESOURCES OFFICER PRESIDENT, SUMMACARE SENIOR VICE PRESIDENT, POPULATION HEALTH, PRESIDENT, ACO/NHC SENIOR VICE PRESIDENT, SYSTEM CHIEF NURSING EXECUTIVE SUMMA HEALTH SYSTEM: PRESIDENT, SUMMA AKRON AND ST. THOMAS PRESIDENT, SUMMA BARBERTON PRESIDENT, AMBULATORY CARE AND CLINICAL SERVICE LINES VICE PRESIDENT AND CFO SUMMA HEALTH SYSTEM SUMMA FOUNDATION: PRESIDENT, CHIEF DEVELOPMENT OFFICER SUMMA PHYSICIANS, INC. DBA SUMMA HEALTH MEDICAL GROUP: PRESIDENT SUMMA HEALTH MEDICAL GROUP |
| FORM 990, PART VI, SECTION C, LINE 19 | REQUIRED DOCUMENTS AVAILABLE TO THE PUBLIC: SUMMA HEALTH MAKES ITS CONFLICTS OF INTEREST POLICY AVAILABLE UPON REQUEST. THE ARTICLES OF INCORPORATION OF SUMMA HEALTH AND ITS RELATED ENTITIES ARE AVAILABLE ON THE WEBSITE OF THE OHIO SECRETARY OF STATE (WWW.SOS.STATE.OH.US). SUMMA HEALTH 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) AND ON SUMMA'S WEBSITE (WWW.SUMMAHEALTH.ORG). |
| FORM 990, PART VII, SECTION B, LINE 1 | BEGINNING WITH THE 2014 TAX YEAR ALL INDEPENDENT CONTRACTORS WERE PAID BY SUMMA HEALTH (EIN 34-1887844) WHICH IS THE PARENT ORGANIZATION OF THE FILING ORGANIZATION. |
| FORM 990, PART XI, LINE 9: | PENSION LIABILITY ADJUSTMENT 16,632,000. POST RETIREMENT BENEFIT ADJUSTMENT -88,000. NET ASSETS RELEASED FROM RESTRICTION FOR CAPITAL 416,000. NET ASSET CONTRIBUTION TO(FROM) AFFILIATED ORGANIZATION 34,664,000. OTHER CHANGES IN NET ASSETS - ADJUSTMENTS 74,000. CHANGE IN RESTRICTED ACTIVITY -3,511,158. OTHER CHANGES IN NET ASSETS - ADJUSTMENTS 2,663. |
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