2024-11-14T13:35:39-06:00 2023-12-31 381357951 PLANTE & MORAN PLLC 10 S RIVERSIDE PLAZA 9TH FLOOR CHICAGO IL 60606 990 2023-01-01 825373223 HCR MANORCARE INC HCRM 4192525772 PO BOX 10086 ATTN TAX-5 TOLEDO OH 436990086 TERRENCE METZGER CFO 4192525772 2024-11-13 1 1 AMY CIMINELLO P00796388 3122071040 2024-11-13 2023 2024-10-15 13:58:12Z TERRENCE METZGER 100 MADISON AVE TOLEDO OH 43604 1049743119 0 X WWW.PROMEDICASENIORCARE.ORG X 2018 OH HCR MANORCARE, INC.'S POST-ACUTE DIVISION WILL SUPPORT HEALTH SYSTEMS, ACUTE CARE PROVIDERS, HEALTH PLANS AND COMMUNITY ORGANIZATIONS BY PROVIDING ACCESS TO A VARIETY OFPOST-HOSPITAL CARE SERVICES IN THE COMMUNITIES WE SERVE. X 5 0 464 250 -3907946 63970 55670305 13079923 2568542209 1038459588 -434957539 -3837879 33911533 2041487 2223166508 1049743119 0 0 0 0 1618481164 695952157 0 0 0 1484185085 625907378 3102666249 1321859535 -879499741 -272116416 2136703502 680591181 2042351922 1188247960 94351580 -507656779 X OUR MISSION IS TO IMPROVE YOUR HEALTH AND WELL-BEING 0 0 392888351 0 310550543 SKILLED NURSING AND REHABILITATION SERVICES:HCR MANORCARE'S SKILLED NURSING FACILITIES (SNF), THE MAJORITY OF WHICH DO BUSINESS UNDER THE TRADE NAMES "HEARTLAND AND "MANORCARE HEALTH SERVICES," PROVIDE SKILLED NURSING AND REHABILITATION SERVICES DURING RECOVERY AFTER A HOSPITALIZATION STAY. HCR MANORCARE IS THE POST-ACUTE DIVISION OF PROMEDICA HEALTH SYSTEM, INC. (PROMEDICA), A MISSION BASED, NOT-FOR-PROFIT HEALTHCARE ORGANIZATION FOCUSED ON THE HEALTH AND WELLBEING OF THE COMMUNITIES IT SERVES. HEADQUARTERED IN TOLEDO, OHIO, HCR MANORCARE OPERATES 157 SKILLED NURSING CENTERS WHICH PROVIDE SHORT TERM REHABILITATION AND LONG-TERM CARE ASSISTANCE 24 HOURS A DAY TO THOSE WHO MEET THE SKILLED NURSING REQUIREMENTS AND CANNOT LIVE INDEPENDENTLY. REHABILITATION SERVICES PROVIDE PATIENTS WITH THE TOOLS THEY NEED TO RETURN HOME OR TO FUNCTION AT THEIR HIGHEST POTENTIAL. THESE SERVICES INCLUDE PHYSICAL AND OCCUPATIONAL THERAPIES, AS WELL AS SPEECH AND LANGUAGE PATHOLOGY. ADDITIONAL SERVICES SUCH AS PALLIATIVE AND HOSPICE CARE CAN ALSO BE PROVIDED IN THE SKILLED NURSING SETTING. IN 2023, HCR MANORCARE'S SNFS PROVIDED OVER 979,266 CARE DAYS TO ITS PATIENTS AND RESIDENTS.IN 2023, HCR MANORCARE'S SNFS EXPENDED 237,356,793 IN NET PAYROLL. A TOTAL OF $6,720,184 WAS WITHHELD IN EMPLOYEE STATE AND LOCAL TAXES. PROMEDICA SENIOR CARE'S SKILLED NURSING AND REHABILITATION CENTERS, PRIMARILY OPERATING UNDER THE BRAND NAMES PROMEDICA, HEARTLAND AND MANORCARE, DEMONSTRATE PROMEDICA'S MISSION AND CORE VALUES BY PROVIDING HIGH-QUALITY HEALTH CARE TO ALL ELIGIBLE PATIENTS REGARDLESS OF THEIR RACE, CREED, NATIONAL ORIGIN, DISABILITY OR AGE. THE CENTERS PROVIDE PATIENTS WITH HOME ASSESSMENTS AND COMMUNITY RESOURCES FOR A SAFE AND HEALTHY TRANSITION HOME. THE CENTERS GRANT PATIENTS AND RESIDENTS THEIR WISHES THROUGH THE ORGANIZATION'S HEARTS' DESIRE PROGRAM. 263570533 0 471228840 HOME HEALTH AND HOSPICE SERVICES:HCR MANORCARE'S HOME HEALTH AND HOSPICE SERVICES (HHH), THE MAJORITY OF WHICH DO BUSINESS AS HEARTLAND HOME HEALTH CARE AND HEARTLAND HOSPICE CARE, PROVIDE NURSING, REHABILITATION, SOCIAL SERVICES, PALLIATIVE CARE, BEREAVEMENT AND PATIENT AND FAMILY COUNSELING SERVICES FOR PATIENTS RECOVERING FROM A HOSPITAL STAY OR DIAGNOSED WITH A TERMINAL ILLNESS. HCR MANORCARE IS THE POST-ACUTE DIVISION OF PROMEDICA HEALTH SYSTEM, INC. (PROMEDICA), A MISSION BASED, NOT-FOR-PROFIT HEALTHCARE ORGANIZATION FOCUSED ON THE HEALTH AND WELLBEING OF THE COMMUNITIES IT SERVES. HCR MANORCARE PROVIDES HOME HEALTH AND HOSPICE SERVICES IN MORE THAN 115 MARKETS ACROSS THE COUNTRY.HOME HEALTH CAREGIVERS PROVIDE NURSING AND REHABILITATION SERVICES TO PATIENTS AT HOME AND IN SKILLED NURSING OR ASSISTED LIVING FACILITIES. HOME HEALTH CARE SERVICES ARE DESIGNED TO ASSIST THOSE INDIVIDUALS WHO WISH TO STAY AT HOME OR IN ANOTHER RESIDENTIAL SETTING BUT STILL REQUIRE SOME DEGREE OF MEDICAL CARE OR ASSISTANCE WITH DAILY ACTIVITIES, AS WELL AS PATIENTS WHO CONTINUE TO REQUIRE SERVICES AFTER HAVING BEEN DISCHARGED FROM A HIGHER ACUITY SETTING. NURSES AND THERAPISTS PROVIDE SERVICES SUCH AS WOUND CARE, INFUSION THERAPY, REHABILITATION, AND ASSIST PATIENTS WITH DAILY ACTIVITIES. HOSPICE SERVICES ARE DESIGNED TO PROVIDE A BROAD RANGE OF SERVICES TO PATIENTS NEARING THE END OF LIFE. HOSPICE SERVICES CAN INCLUDE PAIN AND SYMPTOM MANAGEMENT, SKILLED NURSING CARE, PHYSICIAN SERVICES, HOME HEALTH AIDE, PATIENT COUNSELING, AND FAMILY BEREAVEMENT COUNSELING. SERVICES ARE PROVIDED BY AN INTERDISCIPLINARY TEAM CONSISTING OF NURSES, SOCIAL WORKERS, SPIRITUAL CARE COORDINATORS, BEREAVEMENT COORDINATORS AND NURSE PRACTITIONERS. IN 2023, HCR MANORCARE'S HOSPICE CARE PROVIDED 23,672 STARTS OF CARE TO ITS PATIENTS.IN 2023, HCR MANORCARE'S HOME HEALTH CARE PROVIDED 184,587 TOTAL VISITS TO ITS PATIENTS.IN 2023, HCR MANORCARE'S HHHS EXPENDED $321,274,802 IN NET PAYROLL. A TOTAL OF $10,532,894 WAS WITHHELD IN EMPLOYEE STATE AND LOCAL TAXES. PROMEDICA SENIOR CARE'S HOME HEALTH AND HOSPICE AGENCIES, PRIMARILY OPERATING UNDER THE BRAND NAMES PROMEDICA AND HEARTLAND, DEMONSTRATE PROMEDICA'S MISSION AND CORE VALUES BY PROVIDING HIGH-QUALITY CARE AND SUPPORT TO ALL ELIGIBLE PATIENTS AND FAMILIES REGARDLESS OF THEIR RACE, CREED, NATIONAL ORIGIN, DISABILITY OR AGE. AS WE NAVIGATE THROUGH COVID AND ADDRESS WORKFORCE CHALLENGES, THE FACILITIES ARE WORKING WITH OUR SOCIAL DETERMINANTS OF HEALTH TEAM TO HELP ASSESS EMPLOYEES' NEEDS SUCH AS TRANSPORTATION, ACCESS TO NUTRITIOUS FOOD AND CHILDCARE. ALSO, IN 2021, THE ORGANIZATION LAUNCHED A CUSTOM APP, PURPOSEFUL AND RESOURCEFUL WELL-BEING RESOURCES, TO EMPLOYEES. IN 2021, THE ORGANIZATION LAUNCHED DEI INITIATIVES ACROSS THE SYSTEM BY SPONSORING INCLUSION INNOVATION COMMUNITIES FOR EMPLOYEES AND HOSTING VIRTUAL AND IN-PERSON MEETINGS TO SHARE THE ORGANIZATION'S STRATEGIC DEI COMMITMENT TO INCREASE DIVERSITY, EQUITY AND INCLUSION FOR OUR EMPLOYEES, PATIENTS, RESIDENTS, VENDORS, AND THE COMMUNITIES WE SERVE. THE HOSPICE AGENCIES PREPARE PATIENTS AND THEIR FAMILY MEMBERS FOR END OF LIFE AND PROVIDE BEREAVEMENT COUNSELING AND FOLLOW-UP TO FAMILIES A YEAR AFTER THE PATIENT PASSES. THE AGENCIES ALSO PROVIDE UNIQUE SERVICES TO VETERANS, HOLIDAY SUPPORT, SUPPORT GROUPS, AND WORKSHOPS TO ANYONE IN THE COMMUNITY WHO NEEDS ADDITIONAL HELP TO GET THROUGH THE LOSS OF A LOVED ONE. PATIENTS' WISHES ARE GRANTED THROUGH THE ORGANIZATIONS HEART'S DESIRE PROGRAM. THROUGH GRANTS FROM THE HOSPICE MEMORIAL FUND, GRIEF CAMPS FOR CHILDREN AND ADULTS ARE OFFERED AS WELL AS EDUCATIONAL SESSIONS AND LIFE CELEBRATION EVENTS. THE FUND ALSO PROVIDES STABILIZING RESOURCES FOR HOSPICE PATIENTS AND FAMILIES IN FINANCIAL DISTRESS DUE TO THE LACK OF OR REDUCTION IN INCOME FROM TERMINAL ILLNESS OR DISEASE. 461886245 0 232766158 ASSISTED LIVING FACILITIES:HCR MANORCARE'S ASSISTED LIVING FACILITIES (ALF), THE MAJORITY OF WHICH DO BUSINESS UNDER THE TRADE NAME ARDEN COURTS, PRIMARILY PROVIDE ASSISTED LIVING SERVICES FOR THOSE WHO ARE LIVING WITH A DEMENTIA DIAGNOSIS OR REQUIRE ASSISTANCE WITH ACTIVITIES OF DAILY LIVING. HCR MANORCARE IS THE POST-ACUTE DIVISION OF PROMEDICA HEALTH SYSTEM, INC. (PROMEDICA), A MISSION BASED, NOT-FOR-PROFIT HEALTHCARE ORGANIZATION FOCUSED ON THE HEALTH AND WELLBEING OF THE COMMUNITIES IT SERVES. HEADQUARTERED IN TOLEDO, OHIO, HCR MANORCARE OPERATES MORE THAN 50 ASSISTED LIVING FACILITIES WITH THE MAJORITY OF THE COMMUNITIES DESIGNED SPECIFICALLY FOR THOSE LIVING WITH ALZHEIMER'S OR RELATED DEMENTIA. ASSISTED LIVING COMMUNITIES PROVIDE ASSISTANCE WITH DRESSING, BATHING, MEALS, ACTIVITIES AND MEDICATIONS IN A HOMELIKE SETTING. PROGRAMMING ACTIVITIES ARE DESIGNED SPECIFICALLY FOR THE INDIVIDUAL RESIDENT'S NEEDS AND ABILITIES. ADDITIONAL SERVICES SUCH AS PALLIATIVE AND HOSPICE CARE CAN ALSO BE PROVIDED IN THE ASSISTED LIVING SETTING.IN 2023, HCR MANORCARE'S ALFS PROVIDED 1,011,984 DAYS OF CARE TO ITS RESIDENTS.IN 2023, HCR MANORCARE'S ALFS EXPENDED 134,090,637 IN NET PAYROLL. A TOTAL OF $3,501,809 WAS WITHHELD IN EMPLOYEE STATE AND LOCAL TAXES. PROMEDICA SENIOR CARE'S ASSISTED LIVING FACILITIES, PRIMARILY OPERATING UNDER THE BRAND NAME ARDEN COURTS, PROMEDICA MEMORY CARE COMMUNITIES, DEMONSTRATE PROMEDICA'S MISSION AND CORE VALUES BY PROVIDING HIGH-QUALITY CARE AND ENGAGEMENT TO ALL ELIGIBLE RESIDENTS REGARDLESS OF THEIR RACE, CREED, NATIONAL ORIGIN, DISABILITY, OR AGE. THE COMMUNITIES PROVIDE RESIDENTS WITH A PLACE TO PARTICIPATE AND THRIVE IN MEANINGFUL ACTIVITIES AND LIVE IN A SAFE ENVIRONMENT. THEY CONTINUE TO BALANCE AN ENGAGING SOCIAL MODEL WITH THE CLINICAL CARE RESIDENTS NEED TO REMAIN SAFELY IN THE COMMUNITY. THE FACILITIES PROVIDE ACTIVITIES AND VIRTUAL VISITS WITH FAMILY, COMMUNITY ENTERTAINMENT AND PET THERAPY. THE FACILITIES CONTINUED TO PROVIDE FAMILY AND COMMUNITY RESOURCES TO HELP COPE AND LIVE WITH SOMEONE WITH A DEMENTIA DIAGNOSIS. THE FACILITIES ALSO GRANT RESIDENTS THEIR WISHES THROUGH THE ORGANIZATION'S HEARTS' DESIRE PROGRAM. 16904631 23848202 16904631 23848202 1135249760 1 1 0 1 0 0 0 0 1 0 1 0 1 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 1 1 1 1 1 0 0 1 X 0 0 464 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 5 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 1 0 CA IL MI PA FL X TERRENCE METZGER 4192525772 100 MADISON AVE TOLEDO OH 43604 X ANGELA BRANDT TRUSTEE-PART YEAR 1.00 44.00 X 0 1233231 2999 STEVE STAELIN TRUSTEE 1.00 7.00 X 0 0 0 ROBERT LACLAIR TRUSTEE 1.00 23.00 X 0 30000 0 RAVI NARRA TRUSTEE/PHYSICIAN 1.00 44.00 X 0 550819 5857 MARY JANE WURTH TRUSTEE - PART YEAR 1.00 7.00 X 0 30000 0 JUSTIN SKIVER TRUSTEE/PRESIDENT 1.00 44.00 X 0 914603 7106 JAMES F WHITE JR TRUSTEE 1.00 7.00 X 0 0 0 STEVE SADOWSKI SECRETARY/CHIEF LEGAL OFFICER 1.00 54.00 X 0 1407180 6028 LOUIS ROBICHAUX TREASURER 1.00 54.00 X 0 0 0 TERRENCE METZGER CHIEF FINANCIAL OFFICER 1.00 54.00 X 0 1055090 4079 ARTURO POLIZZI PRESIDENT AND CEO 1.00 54.00 X 0 2121593 5857 IBRAHIM AWADA PHYSICAL THERAPIST 45.00 0.00 X 162055 0 0 BRUCE SIBBERSEN OPERATIONS MANAGER 45.00 0.00 X 136259 0 0 BRADLEY WILT PHYSICAL THERAPIST 45.00 0.00 X 266439 0 1823 TERESE HIGGINS DIRECTOR OF HOME CARE OPERATIONS 45.00 0.00 X 145009 0 0 LINDA CHAMBERS ASSOCIATE VP, REHAB SERVICES 45.00 0.00 X 160193 0 0 STEVEN M CAVANAUGH TREASURER, CFO - FORMER 0.00 0.00 X 0 1335180 995 JEFFREY C KUHN CHIEF LEGAL OFFICER - FORMER 0.00 0.00 X 0 721900 30922 GARY AKENBERGER CHIEF EXECUTIVE OFFICER-FORMER 0.00 0.00 X 0 548330 3400 869955 9947926 69066 23 1 1 0 0 6375878 6675317 28728 13079923 SKILLED NURSING 623110 528674933 528674933 HOME HEALTH & HOSPICE 623312 496390656 496324811 65845 LAB TESTING REVENUE 621111 7719985 7719985 ASSISTED LIVING 621610 4408774 4408774 CORPORATE SERVICE FEES 561499 1265240 1265240 1038459588 -3847769 -4502896 655127 9890 0 9890 9890 9890 AUXILIARY DEPARTMENTAL 451600 945819 529105 416714 BEAUTY& BARBER REVENUE 900099 644831 644831 TRANSPORTATION REVENUE 480000 450837 450837 2041487 1049743119 1038393743 -3907946 2177399 599460904 586579070 12881834 5296738 5182916 113822 46228952 45235537 993415 44965563 43999297 966266 6903995 6903995 32825 32825 87021 87021 88925537 88054229 871308 9361664 6770497 2591167 13586221 11216349 2369872 13431638 10745310 2686328 124490157 123736970 753187 25041430 22348650 2692780 69821968 69821968 16770361 12870213 3900148 19997851 19997851 RESTRUCTURING COSTS 146005050 146005050 MEDICAL SUPPLIES 50834897 50834897 TAXES 20019003 17338421 2680582 BAD DEBT EXPENSE 19998997 19998997 598763 518588 80175 1321859535 1135249760 186609775 0 44729401 47544072 280152191 11068756 2574646 2574646 35641 0 11935866 5973454 117382962 47969570 92600506 69413392 143607319 113253802 1117922172 43670000 443145760 387093059 2136703502 680591181 604180075 338904680 2024912 287821 8622926 1742136 166982 162676 1427357027 847150647 2042351922 1188247960 X 94351580 -507656779 94351580 -507656779 2136703502 680591181 X -272116416 4004486 -333896429 X X 0 1 X 1 1 1 X 193380822 50697387 55670305 13079923 312828437 2930598682 2610079922 2536496388 2571282101 1038393743 11686850836 2930598682 2803460744 2587193775 2626952406 1051473666 11999679273 0 0 0 11999679273 2458999 817651 574560 334728 655127 4841065 2458999 817651 574560 334728 655127 4841065 439087 216468 292456 235343 63970 1247324 39512706 43167115 43253456 1457521 1512382 128903180 2973009474 2847661978 2631314247 2628979998 1053705145 12134670842 0.98890 0.00040 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: OTHER OPERATING REV - JOINT VENTURE INCOME - 2019 AMOUNT: $ 33,694,304. 2020 AMOUNT: $ 43,006,901. 2021 AMOUNT: $ 42,868,999. ALL OTHER REVENUE - 2019 AMOUNT: $ 5,818,402. 2020 AMOUNT: $ 160,214. 2021 AMOUNT: $ 384,457. 2022 AMOUNT: $ 1,457,521. 2023 AMOUNT: $ 1,512,382. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 87021 87021 0 PART II-B, LINE 1, LOBBYING ACTIVITIES: HCR MANORCARE, INC. PAYS DUES TO THE FOLLOWING ORGANIZATIONS- A PORTION OF WHICH IS ALLOCABLE TO LOBBYING: CALIFORNIA ASSOCIATION OF HEALTH FACILITIES COLORADO HEALTH CARE ASSOCIATION DELAWARE HEALTH CARE FACILITIES ASSOCIATION FLORIDA ASSISTED LIVING ASSOCIATION FLORIDA HEALTH CARE ASSOCIATION GEORGIA HEALTH CARE ASSOCIATION IOWA HEALTH CARE ASSOCIATION ILLINOIS HEALTH CARE ASSOCIATION HEALTH FACILITIES ASSOCIATION OF MARYLAND (HFAM) HEALTH CARE ASSOCIATION OF MICHIGAN (HCAM) HEALTH CARE ASSOCIATION OF NEW JERSEY OHIO HEALTH CARE ASSOCIATION PENNSYLVANIA HEALTH CARE ASSOCIATION SOUTH CAROLINA HEALTH CARE ASSOCIATION VIRGINIA HEALTH CARE ASSOCIATION HOSPICE ACTION NETWORK (HAN) 0 1 X 2944549 2944549 25030410 5263077 19767333 47334990 15389692 31945298 35049324 26528848 8520476 7023689 787953 6235736 69413392 WELL PM PROPERTIES, LLC 113253802 C 113253802 ASSETS LIMITED TO USE OR RESTRICTED 11707086 ESTIMATED THIRD PARTY RECEIVABLE 1884676 OTHER 255829 OPERATING LEASE ROU ASSET (NET) 373245468 387093059 DUE TO AFFILIATES 436224742 OTHER LONG TERM LIABILITIES 297690 SETTLEMENT RESERVE 14109458 PROVIDER TAXES PAYABLE 2043918 OPERATING LEASE LIABILITIES 394474839 847150647 PART IV, LINE 2B: THIS ENTITY HAS CUSTODIAL ACCOUNTS USED TO HOLD THE PORTION OF RESIDENTS' PAYMENTS ORIGINATING FROM SSI OR SIMILAR THAT RELATE TO PERSONAL NEEDS. THE ASSETS ARE BOOKED AS RESTRICTED CASH WITH AN OFFSETTING LIABILITY. 1 1 0 0 0 0 0 0 0 ARTURO POLIZZI PRESIDENT AND CEO 0 1315647 0 789979 0 15967 0 0 0 5857 0 2127450 0 0 STEVE SADOWSKI SECRETARY/CHIEF LEGAL OFFICER 0 625095 0 774925 0 7160 0 0 0 6028 0 1413208 0 0 STEVEN M CAVANAUGH TREASURER, CFO - FORMER 0 0 0 0 0 1335180 0 0 0 995 0 1336175 0 0 ANGELA BRANDT TRUSTEE-PART YEAR 0 630060 0 597921 0 5250 0 0 0 2999 0 1236230 0 0 TERRENCE METZGER CHIEF FINANCIAL OFFICER 0 480090 0 575000 0 0 0 0 0 4079 0 1059169 0 0 JUSTIN SKIVER TRUSTEE/PRESIDENT 0 509605 0 404998 0 0 0 0 0 7106 0 921709 0 0 JEFFREY C KUHN CHIEF LEGAL OFFICER - FORMER 0 0 0 0 0 721900 0 26526 0 4396 0 752822 0 0 RAVI NARRA TRUSTEE/PHYSICIAN 0 319380 0 229897 0 1542 0 0 0 5857 0 556676 0 0 GARY AKENBERGER CHIEF EXECUTIVE OFFICER-FORMER 0 243969 0 300000 0 4361 0 0 0 3400 0 551730 0 0 BRADLEY WILT PHYSICAL THERAPIST 134131 0 132308 0 0 0 0 0 0 0 266439 0 0 0 IBRAHIM AWADA PHYSICAL THERAPIST 160699 0 0 0 1356 0 1204 0 0 0 163259 0 0 0 LINDA CHAMBERS ASSOCIATE VP, REHAB SERVICES 154504 0 5657 0 32 0 0 0 0 0 160193 0 0 0 PART I, LINE 3 A RELATED ORGANIZATION, PROMEDICA HEALTH SYSTEM, INC., USES AN INDEPENDENT CONSULTANT, COMPENSATION COMMITTEE, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S EXECUTIVES. PART I, LINES 4A-B UNDER A VOLUNTARY TERMINATION AGREEMENT ENTERED INTO BY THE EMPLOYEE AND THE ORGANIZATION OR UPON A QUALIFYING TERMINATION DEFINED AS AN INVOLUNTARY SEPARATION FROM SERVICE OTHER THAN FOR CAUSE, THE EMPLOYEE IS ENTITLED TO SEVERANCE PAY BASED UPON YEARS OF SERVICE. THE TERMS AND CONDITIONS TO RECEIVE SEVERANCE PAYMENTS REQUIRE THE EMPLOYEE TO SIGN A RELEASE OF CLAIMS FORM THAT COVERS ALL SITUATIONS SURROUNDING THE EMPLOYEE'S EMPLOYMENT AND SEPARATION FROM PROMEDICA. GARY AKENBERGER RECEIVED SEVERANCE PAYMENTS FROM A RELATED ORGANIZATION, THE TOLEDO HOSPITAL, IN THE AMOUNT OF $195,150 DURING 2023. STEVEN CAVANAUGH RECEIVED SEVERANCE PAYMENTS FROM A RELATED ORGANIZATION, PROMEDICA HEALTH SYSTEM, IN THE AMOUNT OF $1,335,180 DURING 2023. JEFFERY KUHN RECEIVED SEVERANCE PAYMENTS FROM A RELATED ORGANIZATION, PROMEDICA HEALTH SYSTEM, IN THE AMOUNT OF $721,900 DURING 2023. ELIGIBLE EMPLOYEES PARTICIPATE IN VARIOUS NONQUALIFIED DEFERRED COMPENSATION PLANS ORGANIZED UNDER CODE SECTION 457(F). THE EXACT PURPOSE OF EACH PLAN VARIES, BUT THEY INCLUDE: COMPENSATION LIMITATION MAKE-UP PLANS, VOLUNTARY DEFERRAL PLANS, DEFERRAL OF A PORTION OF INCENTIVE BONUS TYPE PLANS, ETC. ANY AMOUNT ULTIMATELY PAID UNDER THE PROGRAM TO THE EMPLOYEE IS REPORTED AS COMPENSATION ON FORM 990, SCHEDULE J, PART II, COLUMN B IN THE YEAR PAID. NO SUPPLEMENTAL NONQUALIFIED PLAN PAYMENTS WERE MADE DURING THE YEAR TO ANY LISTED PERSONS IN PART VII. SCHEDULE J, SUPPLEMENTAL INFORMATION: IN ADDITION, THE ORGANIZATION PROVIDES A SPLIT-DOLLAR LIFE INSURANCE PLAN TO ITS CHIEF EXECUTIVE OFFICER FROM WHICH NO CASH PAYMENTS WERE MADE DURING THE YEAR. RANDALL OOSTRA PRESIDENT, EX OFFICIO LIFE INSURANCE PREMIUM PAYMENTS X 2574646 2574646 0 1 1 2574646 SKILLED NURSING FACILITIES 2023-04-01 1456112321 ACTUAL COST INTEGRA WIP TENANT LLC 351 SPOOK ROCK RD SUFFERN NY 10901 LIMITED LIABILITY COMPANY 0 0 0 0 SCHEDULE N , PART II THE SCHEDULE N IS FILED TO SHOW THE CONTINUATION OF THE DISBURSEMENT OF ASSETS RELATED TO THE 2022 SALE OF THE SKILLED NURSING SERVICES. FORM 990, PART IV, LINE 24A HCR MANORCARE, INC. IS A SUBSIDIARY OF PROMEDICA HEALTH SYSTEM, INC. (PHS). HCR MANORCARE, INC. HOLDS AN INTERCOMPANY NOTE PAYABLE TO THE TOLEDO HOSPITAL, WHICH IS ALSO A SUBSIDIARY OF PHS. THE NOTE PAYABLE REPRESENTS HCR MANORCARE, INC.'S PORTION OF TAXABLE AND TAX-EXEMPT BONDS ISSUED BY PROMEDICA HEALTHCARE OBLIGATED GROUP. PART V, LINE 1A THE PROMEDICA HEALTH SYSTEM PROCESSES ALL ACCOUNTS PAYABLE THROUGH ONE PAY COMPANY. ALL 1099 FORMS FOR PROMEDICA HEALTH SYSTEM, INC. AND SUBSIDIARIES ARE FILED UNDER PROMEDICA HEALTH SYSTEM, INC. FEIN 34-1517671. FORM 990, PART VI, SECTION A, LINE 6 AS AN OHIO NON-PROFIT ORGANIZATION, THIS CORPORATION HAS A CORPORATE MEMBER. FORM 990, PART VI, SECTION A, LINE 7A PROMEDICA HEALTH SYSTEM, INC. (PHS) IS THE PARENT CORPORATION AND SOLE MEMBER OF HCR MANORCARE, INC. AS THE MEMBER, PHS HAS THE RIGHT TO (A) ELECT AND REMOVE THE MEMBERS OF THE BOARD OF TRUSTEES OF HCR MANORCARE, INC.; AND (B) FILL ANY VACANCY ON THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION A, LINE 7B WHILE THE BOARD OF TRUSTEES OF EACH BUSINESS UNIT IS GRANTED CERTAIN POWERS WITH RESPECT TO SUCH BUSINESS UNIT'S OPERATIONS, AS THE MEMBER, PROMEDICA HEALTH SYSTEM, INC. RETAINS APPROVAL RIGHTS WITH RESPECT TO CERTAIN CORPORATE ACTIONS SUCH AS (I) ADOPTION OF THE BUSINESS UNIT'S STRATEGIC PLANS AND FINANCIAL PLANS, (II) EXPENDITURES FOR NON-BUDGETED ITEMS IN EXCESS OF CERTAIN DOLLAR LIMITS SET FROM TIME TO TIME BY THE MEMBER, (III) EXPENDITURES FOR ITEMS WHICH ARE INCLUDED IN THE BUSINESS UNIT'S ANNUAL BUDGETS BUT WHICH EXCEED THE BUDGETED AMOUNT BY AN AMOUNT IN EXCESS OF CERTAIN DOLLAR LIMITS SET FROM TIME TO TIME BY THE MEMBER, (IV) INCURRENCE, ASSUMPTION OR GUARANTEE OF ANY INDEBTEDNESS, (V) SALE, LEASE OR OTHER DISPOSITION OF REAL PROPERTY OR ASSETS WITH A VALUE IN EXCESS OF CERTAIN DOLLAR LIMITS SET FROM TIME TO TIME BY THE MEMBER AND (VI) ANY MERGER, CONSOLIDATION, REORGANIZATION, DISSOLUTION OR LIQUIDATION. FORM 990, PART VI, SECTION B, LINE 11B THE RETURN IS REVIEWED BY MANAGEMENT BEFORE BEING PROVIDED TO THE BOARD OF TRUSTEES PRIOR TO FILING. ANY COMMENTS OR QUESTIONS FROM THE BOARD ARE REVIEWED AND INCORPORATED INTO THE RETURN IF APPROPRIATE. FINAL RETURNS ARE PROVIDED TO A PRINCIPAL OFFICER FOR SIGNATURE PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C PROMEDICA HEALTH SYSTEM, INC. AND AFFILIATES (PHS) HAVE STANDARDS OF CONDUCT THAT APPLY TO ALL PHS BOARD MEMBERS AND EMPLOYEES. BOARD MEMBERS AND EMPLOYEES ARE EXPECTED TO CERTIFY THEIR COMPLIANCE WITH THE APPLICABLE STANDARDS PRIOR TO ELECTION/APPOINTMENT OR PRIOR TO BEGINNING EMPLOYMENT. BOARD MEMBERS ANNUALLY (OR IMMEDIATELY IF NEW POTENTIAL CONFLICTS OF INTEREST ARISE), ALL BOARD MEMBERS ARE REQUIRED TO COMPLETE AND RETURN THE BOARD MEMBER SOC SURVEY WITHIN 30 DAYS OF DISSEMINATION. BOARD MEMBER SOC SURVEYS ARE REVIEWED BY THE V.P., AUDIT & COMPLIANCE/CHIEF COMPLIANCE OFFICER (CCO). SUMMARIZED INFORMATION IS FORWARDED FOR REVIEW TO THE CHIEF FINANCIAL OFFICER, GENERAL COUNSEL, BUSINESS UNIT PRESIDENTS AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER (PRESIDENT/CEO), BASED UPON THEIR RESPECTIVE KNOWLEDGE OF THE BOARD MEMBERS. THE PURPOSE OF THIS REVIEW IS TO BOTH INFORM MANAGEMENT OF THE DISCLOSED CONFLICTS AND TO ALLOW THEM TO IDENTIFY TO THE V.P., AUDIT & COMPLIANCE, ANY POTENTIAL UNDISCLOSED CONFLICTS. THE AUDIT & COMPLIANCE DEPARTMENT THEN CONDUCTS AN AUDIT OF ALL BOARD MEMBER SOC SURVEYS (ALONG WITH ANY RELATIONSHIPS NOTED THROUGH THE ABOVE REVIEW) TO IDENTIFY ANY POSITIONAL CONFLICTS OF INTEREST AND TO TEST MATERIAL TRANSACTIONS WITH BOARD MEMBERS/THEIR AFFILIATES FOR FAIR MARKET VALUE. THE RESULTS OF THE AUDIT ARE REPORTED DIRECTLY TO THE CHAIR OF THE AUDIT & COMPLIANCE COMMITTEE WITH A COPY TO THE PRESIDENT/CEO. THE REPORT INCLUDES A SUMMARY OF THE AUDIT PROCEDURES PERFORMED, ANY SIGNIFICANT CONCERNS IDENTIFIED, AND THEIR RESOLUTION. ANY UNRESOLVED CONFLICTS ARE ADDRESSED BY THE AUDIT COMMITTEE WITH RECOMMENDATIONS TO THE FULL BOARD AS NEEDED. FAILURE TO COMPLETE THE SURVEY OR THE SUBMISSION OF A FALSE OR INCOMPLETE SURVEY, OR FAILURE TO DISCLOSE IMMEDIATELY ANY NEW CONFLICTS OF INTEREST THAT MAY ARISE, OR FAILURE TO COOPERATE WITHOUT CONDITION, HONESTLY AND COMPLETELY WITH ANY INVESTIGATION OR REVIEW OF THE BOARD MEMBER'S SURVEY RESULTS OR HIS/HER ACTIONS OR CIRCUMSTANCES SHALL BE GROUNDS FOR SANCTION BY THE BOARD OF TRUSTEES UP TO AND INCLUDING REMOVAL FROM THE BOARD/COMMITTEE/COUNCIL. EMPLOYEES, EXCLUDING EMPLOYED PROVIDERS ANNUALLY (OR IMMEDIATELY IF NEW CONFLICTS OF INTEREST ARISE), ALL BONUS-ELIGIBLE SENIOR LEADERSHIP AND SPECIFICALLY IDENTIFIED ADDITIONAL EMPLOYEES, ARE REQUIRED TO COMPLETE AND SUBMIT AN ELECTRONIC EMPLOYEE CERTIFICATION QUESTIONNAIRE BY AN ESTABLISHED DEADLINE THAT IS COMMUNICATED TO THE EMPLOYEE. THE HUMAN RESOURCES DEPARTMENT ENSURES THAT ALL QUESTIONNAIRES, WHICH ARE STORED ELECTRONICALLY, ARE COMPLETED AND PROVIDES NOTIFICATION TO THE V.P., AUDIT & COMPLIANCE OF THE NUMBER OF ANNUAL EMPLOYEE CERTIFICATION QUESTIONNAIRES SENT AND RECEIVED AND COPIES OF ANY QUESTIONNAIRES CONTAINING DISCLOSURES THAT WARRANT FURTHER REVIEW BY THE AUDIT & COMPLIANCE DEPARTMENT. ALL NEW EMPLOYEES, EXCLUDING EMPLOYED PROVIDERS, ARE PROVIDED EITHER AN ELECTRONIC OR PAPER COPY OF THE EMPLOYEE STANDARD OF CONDUCT AND THE EMPLOYEE CERTIFICATION STATEMENT WHICH THE NEW EMPLOYEE IS REQUIRED TO COMPLETE PRIOR TO BEGINNING EMPLOYMENT. THE AUDIT & COMPLIANCE DEPARTMENT HAS ACCESS TO A REPORT THAT IDENTIFIES ALL NEW HIRES. A SAMPLE OF EMPLOYEES IS IDENTIFIED AND AN AUDIT IS CONDUCTED TO ENSURE THAT REQUIRED DOCUMENTATION IS ON FILE. IDENTIFIED CONFLICTS ARE INITIALLY REVIEWED BY THE V.P., AUDIT & COMPLIANCE AND IF NECESSARY DISCUSSED WITH THE BUSINESS UNIT PRESIDENT IN WHICH THE EMPLOYEE WORKS, THE CHIEF HUMAN RESOURCE OFFICER, AND GENERAL COUNSEL. IF THE CONFLICT IS CONSIDERED A SIGNIFICANT EXPOSURE RISK FOR PHS, A RECOMMENDATION WILL BE PREPARED FOR FINAL APPROVAL OF THE PHS PRESIDENT/CEO. RESULTS OF THE EMPLOYEE PROCESS AUDIT ARE INCLUDED IN THE ABOVE REPORT TO THE CHAIR OF THE AUDIT & COMPLIANCE COMMITTEE. FAILURE TO COMPLETE THE CERTIFICATION QUESTIONNAIRE, OR THE COMPLETION OF A FALSE OR INCOMPLETE CERTIFICATION QUESTIONNAIRE, OR FAILURE TO DISCLOSE IMMEDIATELY ANY NEW CONFLICTS OF INTEREST THAT MAY ARISE, OR FAILURE TO COOPERATE WITHOUT CONDITION, HONESTLY AND COMPLETELY WITH ANY INVESTIGATION OR REVIEW OF THE EMPLOYEE'S CERTIFICATION QUESTIONNAIRE OR HIS/HER ACTIONS OR CIRCUMSTANCES SHALL BE GROUNDS FOR SANCTION UP TO AND INCLUDING TERMINATION OF EMPLOYMENT. ADDITIONALLY, AS PART OF THE ANNUAL MANDATORY COMPLIANCE TRAINING ASSIGNED TO ALL PROMEDICA EMPLOYEES, EACH EMPLOYEE IS REQUIRED TO ELECTRONICALLY ACKNOWLEDGE THAT THEY HAVE RECEIVED A COPY OF THE PROMEDICA STANDARDS OF CONDUCT, THAT THEY UNDERSTAND HOW THE STANDARDS APPLY TO THEM, ACKNOWLEDGE THEIR OBLIGATION TO FOLLOW THEM, THEIR OBLIGATION TO REPORT VIOLATIONS OF THE STANDARDS OR REQUESTS THAT WOULD RESULT IN VIOLATIONS OF THE STANDARDS TO APPROPRIATE COMPANY OFFICERS AND THAT THEY HAVE REPORTED ALL VIOLATIONS KNOWN TO THEM AS REQUIRED BY THE STANDARDS. IN ADDITION THE ATTESTATION STATES ANY CONFLICTS OF INTEREST OR OTHER MATTERS FOR WHICH THE STANDARDS REQUIRE WRITTEN DISCLOSURE TO THE COMPANY HAVE BEEN SO DISCLOSED BY THE EMPLOYEE AND THEY UNDERSTAND AND ACKNOWLEDGE THAT TO THE EXTENT THEY ARE AN AT-WILL EMPLOYEE, THE STANDARDS DO NOT AFFECT THE AT-WILL NATURE OF MY EMPLOYMENT RELATIONSHIP WITH THE COMPANY. EMPLOYED PROVIDERS ANNUALLY (OR IMMEDIATELY IF NEW CONFLICTS OF INTEREST ARISE), ALL EMPLOYED PROVIDERS ARE REQUIRED TO COMPLETE AND SUBMIT AN ELECTRONIC PROVIDER CERTIFICATION QUESTIONNAIRE BY THE ESTABLISHED AND COMMUNICATED DEADLINE. THE OFFICE OF THE PRESIDENT/CHIEF MEDICAL OFFICER FOR PROMEDICA PHYSICIAN GROUP, INC. (PPG) ENSURES THAT ALL QUESTIONNAIRES, WHICH ARE STORED ELECTRONICALLY, ARE COMPLETED AND REVIEWED AND ENSURES NOTIFICATION IS PROVIDED TO THE OFFICE OF THE PROMEDICA HEALTH SYSTEM, INC. ("PHS") V.P., AUDIT & COMPLIANCE OF THE NUMBER OF ANNUAL PROVIDER CERTIFICATION QUESTIONNAIRES SENT AND RECEIVED AND ALSO ENSURES COPIES OF ANY QUESTIONNAIRES CONTAINING DISCLOSURES THAT WARRANT FURTHER REVIEW BY THE PHS AUDIT & COMPLIANCE DEPARTMENT ARE FORWARDED ACCORDINGLY. ALL NEW EMPLOYED PROVIDERS ARE PROVIDED EITHER AN ELECTRONIC OR PAPER COPY OF THE EMPLOYED PROVIDER STANDARD OF CONDUCT AND THE PROVIDER CERTIFICATION STATEMENT WHICH THE NEW PROVIDER IS REQUIRED TO COMPLETE PRIOR TO BEGINNING EMPLOYMENT. IDENTIFIED CONFLICTS ARE INITIALLY REVIEWED BY THE PPG PRESIDENT/CHIEF MEDICAL OFFICER, OR DESIGNEE, AND IF APPROPRIATE, ARE SUBSEQUENTLY REPORTED TO THE OFFICE OF THE PHS V.P., AUDIT & COMPLIANCE. IF THE CONFLICT IS CONSIDERED A SIGNIFICANT EXPOSURE RISK FOR PHS, A RECOMMENDATION WILL BE PREPARED FOR FINAL APPROVAL BY THE PHS PRESIDENT/CHIEF EXECUTIVE OFFICER. RESULTS OF THE EMPLOYED PROVIDER AUDIT ARE INCLUDED IN THE ABOVE REPORT TO THE CHAIR OF THE AUDIT & COMPLIANCE COMMITTEE. ANY ITEMS THAT MEET CRITERIA FOR PUBLIC DISCLOSURE WILL BE COMMUNICATED TO THE IDENTIFIED PROVIDER BY THE PPG PRESIDENT/CHIEF MEDICAL OFFICER, OR DESIGNEE, IN ADVANCE OF THE POSTING. THE PPG PRESIDENT/CHIEF MEDICAL OFFICER, OR DESIGNEE, WILL PROVIDE THE PROVIDER-INDUSTRY RELATIONSHIP DISCLOSURES TO THE APPLICABLE PHS MARKETING/COMMUNICATIONS REPRESENTATIVE. THE PUBLIC DISCLOSURE WILL BE POSTED ON THE PHS WEBSITE (HTTPS://WWW.PROMEDICA.ORG/PAGES/ABOUT-US/INDUSTRY-RELATIONSHIPS.ASPX) DATABASE BY THE PHS MARKETING/COMMUNICATIONS REPRESENTATIVE. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION REVIEWS ARE COMPLETED BY PROMEDICA HEALTH SYSTEM, INC. EACH YEAR INDEPENDENT CONSULTANTS CONDUCT AN ANNUAL SURVEY AND RECOMMEND EXECUTIVE PAYROLL BASE SALARY RANGES BASED UPON THE MARKET. THE DATA IS REVIEWED AND APPROVED BY THE PROMEDICA HEALTH SYSTEM COMPENSATION COMMITTEE EVERY OCTOBER. SALARY ADJUSTMENTS ARE DETERMINED AT THE DECEMBER MEETING OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE APPROVES OTHER FORMS OF COMPENSATION BASED UPON THE PRIOR YEAR PERFORMANCE AT THE JANUARY MEETING EACH YEAR. FORM 990, PART VI, SECTION C, LINE 19 PROMEDICA HEALTH SYSTEM, INC. AND SUBSIDIARIES PROVIDE ANY DOCUMENT OPEN TO PUBLIC INSPECTION UPON REQUEST. FORM 990, PART VII, SECTION B: PROMEDICA HEALTH SYSTEM PROCESSES ALL ACCOUNTS PAYABLE THROUGH ONE PAY COMPANY, PROMEDICA HEALTH SYSTEM, INC. THE INDEPENDENT CONTRACTORS OVER $100,000 WILL BE LISTED ON THE 990 FILED FOR PROMEDICA HEALTH SYSTEM, INC. FEIN 34-1517671. FORM 990, PART VII, SECTION A LOUIS ROBICHAUX IS EMPLOYED BY A MANAGEMENT AGENCY THAT IS UNDER A CONTRACT TO PROVIDE MANAGEMENT SERVICES TO PROMEDICA HEALTH SERVICES. FORM 990, PART XI, LINE 9: TRANSFERS TO/FROM RELATED ORG -333,896,429. 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PROMEDICA PHYSICIAN GROUP INC 1 PROMEDICA PRIMARY CARE PROVIDERS 100 MADISON AVE TOLEDO OH 43604 831731861 PHYSICIAN HEALTH CARE SERVICES MI 501(C)(3) 10 PROMEDICA PHYSICIAN GROUP INC 1 THE HUG FUND 444 N SUMMIT ST TOLEDO OH 43604 202272848 FOUNDATION OH 501(C)(3) 12B, II PROMEDICA FOUNDATION 1 THE TOLEDO HOSPITAL 100 MADISON AVE TOLEDO OH 43604 344428256 HOSPITAL OH 501(C)(3) 3 PROMEDICA HEALTH SYSTEM INC 1 VISITING NURSE HOSPICE AND HEALTH CARE 100 MADISON AVE TOLEDO OH 43604 341831624 HOSPICE HOME CARE OH 501(C)(3) 10 HCR MANORCARE INC 1 PROMEDICA HEALTH SYSTEM INC 100 MADISON AVE TOLEDO OH 43604 341517671 PARENT COMPANY OF HEALTH SERVICES OH 501(C)(3) 12B, II N/A 0 NORMAN SPECIALTY HOSPITAL LLC PO BOX 10086 ATTN TAX-5 TOLEDO OH 43604 421627672 HEALTH CARE DE N/A 0 1 MERCYMANOR PARTNERSHIP PO BOX 10086 ATTN TAX-5 TOLEDO OH 43604 521931012 SKILLED NURSING PA N/A 0 1 THE SURGICAL INSTITUTE OF MONROE AMBULATORY SURGERY CENTER LLC 1051 S TELEGRAPH RD MONROE MI 48161 270843485 AMBULATORY 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FMV MANOR CARE OF GIG HARBOR WA ASSOCIATION O 1528249 FMV MANOR CARE OF LYNNWOOD WA ASSOCIATION L 79704 FMV MANOR CARE OF LYNNWOOD WA ASSOCIATION O 1468635 FMV MANOR CARE OF LACEY WA ASSOCIATION L 111176 FMV MANOR CARE OF LACEY WA ASSOCIATION O 1959261 FMV MANOR CARE OF SPOKANE WA ASSOCIATION L 97793 FMV MANOR CARE OF SPOKANE WA ASSOCIATION O 1510413 FMV MANOR CARE OF SALMON CREEK WA ASSOCIATION L 121327 FMV MANOR CARE OF SALMON CREEK WA ASSOCIATION O 1767496 FMV MONROE COMMUNITY HEALTH SERVICES L 186228 FMV MONROE COMMUNITY HEALTH SERVICES O 3278337 FMV LENAWEE LONG TERM CARE L 155202 FMV LENAWEE LONG TERM CARE O 2427765 FMV VISITING NURSE HOSPICE & HEALTH CARE L 264425 FMV VISITING NURSE HOSPICE & HEALTH CARE O 4537123 FMV PROMEDICA SENIOR CARE OF PISCATAWAY O 566507 FMV MANOR CARE OF TACOMA WA ASSOCIATION L 127654 FMV MANOR CARE OF TACOMA WA ASSOCIATION O 2384562 FMV SCHEDULE R, PART I IN 2023, OVER 100 SKILLED NURSING FACILITIES (SNFS) WERE DISSOLVED, RESULTING IN NO REVENUE OR ASSETS REMAINING ON THEIR BOOKS. DESPITE THIS, THEY ARE LISTED IN SCHEDULE R, PART I, AS HCR MANORCARE HELD AN INTEREST FOR A SHORT PERIOD OF TIME DURING THE YEAR.