2022-11-08T12:18:05-06:00 2021-12-31 990 2021-01-01 260624696 MANOR CARE OF TACOMA WA ASSOCIATION MANO 4192525772 PO BOX 10086 ATTN TAX-5 TOLEDO OH 436990086 LOUIS ROBICHAUX TREASURER 4192525772 2022-11-07 LOUIS ROBICHAUX 999009999 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z LOUIS ROBICHAUX 100 MADISON AVE TOLEDO OH 43604 12220932 0 X WWW.PROMEDICASENIORCARE.ORG X 2007 DE MANORCARE PROVIDES INDIVIDUALIZED POST-HOSPITAL SKILLED NURSING CARE IN A COMFORTABLE ENVIRONMENT. CLINICAL AND THERAPY TEAMS ARE EXPERIENCED IN PROVIDING SPECIALIZED CARE FOCUSED ON PATIENTS' NEEDS, INTERESTS, AND ABILITY. THIS COMMITMENT RESULTS IN A SMOOTHER AND SAFER TRANSITION THROUGHOUT RECUPERATION. 8 0 0 8 0 0 933602 258195 12011830 11959642 73 86 1704 3009 12947209 12220932 0 0 0 0 7048753 7435377 0 0 0 7717181 6915881 14765934 14351258 -1818725 -2130326 1019164 1605997 2635888 5353047 -1616724 -3747050 X OUR MISSION IS TO IMPROVE YOUR HEALTH AND WELL-BEING. 0 0 13757630 11959642 SKILLED NURSING AND REHABILITATION SERVICES:MANOR CARE OF TACOMA WA, ASSOCIATION PROVIDES SHORT-TERM REHABILITATION AND SKILLED NURSING SERVICES FOR THOSE PATIENTS TRANSITIONING BETWEEN HOSPITAL AND HOME. AN INTERDISCIPLINARY TEAM APPROACH HELPS ENSURE THE PATIENT AND THEIR FAMILY ARE READY FOR A SAFE AND HEALTHY RETURN HOME. THE CENTER ALSO PROVIDES LONG-TERM RESIDENTIAL CARE DESIGNED TO PROVIDE ASSISTANCE TO THOSE WHO ARE NO LONGER ABLE TO CARE FOR THEMSELVES DUE TO PHYSICAL LIMITATIONS, CHRONIC CONDITIONS OR CHANGES IN MENTAL CAPACITY. - SEE SCHEDULE O. 13757630 1 1 0 1 0 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 X 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 8 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X JENNIFER SARPALIUS 5675855652 100 MADISON AVE TOLEDO OH 43604 X MARTIN ALLEN TRUSTEE/VP BUSINESS OFFICE SUPPORT 1.00 42.00 X 0 358687 28460 KATHRYN SUE HOOPS TRUSTEE 1.00 10.00 X 0 31823 0 JOHN HUBER TRUSTEE/VP OPERATIONS SUPPORT 1.00 40.00 X 0 310260 23287 THOMAS R KILE TRUSTEE (PARTIAL YEAR) 1.00 40.00 X 0 118367 5519 DELAINE RICE-WHITE TRUSTEE/VP REHAB SERVICES 1.00 40.00 X 0 327477 22178 TIM ROBERTS TRUSTEE/VP OF TREASURY 1.00 40.00 X 0 395398 24849 ROBERT SHARON TRUSTEE/VP OF FINANCE 1.00 42.00 X 0 282448 27702 ANDREA SYPE TRUSTEE/AVP TAX 1.00 40.00 X 0 141212 0 RAMI UBAYDI TRUSTEE/VP OPERATIONS 1.00 40.00 X 0 503098 36063 RANDALL OOSTRA PHS PRES. & CEO 1.00 55.00 X 0 7155772 300344 ANGELA BRANDT PRESIDENT 1.00 55.00 X 0 827767 26535 DAVID PARKER PRESIDENT (PARTIAL YEAR) 1.00 54.00 X 0 1921499 15313 JEFFREY C KUHN SECRETARY, CHIEF LEGAL OFFICER 1.00 55.00 X 0 1347615 68186 STEVEN M CAVANAUGH TREASURER, CFO 1.00 55.00 X 0 3497904 60660 SUSAN MOREY SVP, SKILLED NURSING 0.00 50.00 X 0 619909 26721 0 17839236 665817 0 0 1 0 0 258195 258195 NET PATIENT REVENUE 623000 11959642 11959642 11959642 86 86 BEAUTY AND BARBER 812900 1097 1097 VENDING MACHINE INCOME 900099 706 706 1206 1206 3009 12220932 11959642 0 3095 X 6330397 6330397 45724 45724 531540 531540 527716 527716 433205 433205 11922 11922 27306 27306 3453 3453 2301384 2301384 10425 10425 301630 301630 13463 13463 1339164 1339164 26733 26733 171551 171551 449645 449645 PROVIDER TAXES 577738 577738 DRUGS 328829 328829 FOOD 275361 275361 MEDICAL SUPPLIES 177640 177640 466432 348690 117742 14351258 13757630 593628 0 1636 700 578850 1189317 24183 24183 865847 490668 414495 375179 16618 1019164 1605997 1241643 1045482 1394245 4307565 2635888 5353047 X -1616724 -3747050 -1616724 -3747050 1019164 1605997 -2130326 0 X X 0 1 X 1 1 1 X 933602 258195 1191797 3624875 12011830 11959642 27596347 3624875 12945432 12217837 28788144 0 0 0 28788144 73 86 159 73 86 159 1704 3009 4713 3624875 12947209 12220932 28793016 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: VENDING MACHINE INCOME - 2020 AMOUNT: $ 1,556. 2021 AMOUNT: $ 706. MISC INCOME - 2020 AMOUNT: $ 100. MEAL INCOME - 2020 AMOUNT: $ 48. BEAUTY AND BARBER - 2021 AMOUNT: $ 1,097. PERSONAL PURCHASES - 2021 AMOUNT: $ 1,206. PART III, SHORT YEAR EXPLANATION MANOR CARE OF TACOMA WA ASSOCIATION WAS RECOGNIZED AS A 501(C)(3) TAX-EXEMPT ORGANIZATION AS OF SEPTEMBER 1, 2019. AS A RESULT, TAX YEAR 2019 WAS A SHORT YEAR COVERING THE PERIOD FROM SEPTEMBER 1, 2019 THROUGH DECEMBER 31, 2019. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 3453 3453 0 PART II-B, LINE 1: MANOR CARE OF TACOMA WA, ASSOCIATION PAYS DUES TO THE WASHINGTON HEALTH CARE ASSOICIATION. A PORTION OF THESE DUES ARE USED BY THAT ORGANIZATION FOR LOBBYING ACTIVITIES. 121665 39786 81879 744182 450882 293300 375179 MEDICARE SETTLEMENT ACCOUNT 20352 DUE FROM AFFILIATE 4235624 PROVIDER TAXES PAYABLE 51589 4307565 X 1 1 1 1 0 0 0 0 0 0 0 RANDALL OOSTRA PHS PRES. & CEO 0 1956043 0 5028392 0 171337 0 283814 0 16530 0 7456116 0 0 STEVEN M CAVANAUGH TREASURER, CFO 0 1300553 0 2196109 0 1242 0 35041 0 25619 0 3558564 0 0 DAVID PARKER PRESIDENT (PARTIAL YEAR) 0 1116902 0 534563 0 270034 0 0 0 15313 0 1936812 0 0 JEFFREY C KUHN SECRETARY, CHIEF LEGAL OFFICER 0 724534 0 616992 0 6089 0 53463 0 14723 0 1415801 0 0 ANGELA BRANDT PRESIDENT 0 505278 0 315704 0 6785 0 12350 0 14185 0 854302 0 0 SUSAN MOREY SVP, SKILLED NURSING 0 433973 0 174665 0 11271 0 14813 0 11908 0 646630 0 0 RAMI UBAYDI TRUSTEE/VP OPERATIONS 0 343570 0 157903 0 1625 0 5104 0 30959 0 539161 0 0 TIM ROBERTS TRUSTEE/VP OF TREASURY 0 279321 0 113796 0 2281 0 11704 0 13145 0 420247 0 0 MARTIN ALLEN TRUSTEE/VP BUSINESS OFFICE SUPPORT 0 273320 0 81851 0 3516 0 3628 0 24832 0 387147 0 0 DELAINE RICE-WHITE TRUSTEE/VP REHAB SERVICES 0 225894 0 98249 0 3334 0 3322 0 18856 0 349655 0 0 JOHN HUBER TRUSTEE/VP OPERATIONS SUPPORT 0 227389 0 80731 0 2140 0 3162 0 20125 0 333547 0 0 ROBERT SHARON TRUSTEE/VP OF FINANCE 0 230755 0 50482 0 1211 0 4315 0 23387 0 310150 0 0 PART I, LINE 1A CHARTER TRAVEL: 1 OFFICER- NOT INCLUDED IN TAXABLE COMPENSATION PART I, LINE 3 PROMEDICA HEALTH SYSTEM, INC., A RELATED TAX-EXEMPT ORGANIZATION OF MANOR CARE OF TACOMA WA, ASSOCIATION, USES THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - COMPENSATION SURVEY OR STUDY - APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE 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. SEVERANCE PAYMENTS WERE MADE DURING THE YEAR TO THE FOLLOWING LISTED PERSONS IN PART VII: DAVID PARKER $268,557.66 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. SUPPLEMENTAL NONQUALIFIED PLAN PAYMENTS WERE MADE DURING THE YEAR TO THE FOLLOWING LISTED PERSONS IN PART VII: SUSAN MOREY $6,637.57 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. FORM 990, PART III, LINE 4 MANOR CARE OF TACOMA WA, ASSOCIATION PROGRAM SERVICE ACCOMPLISHMENTS HCR MANORCARE'S SKILLED NURSING FACILITIES (SNF), PRIMARILY OPERATING UNDER THE BRAND NAME MANORCARE IN THE STATE OF WASHINGTON, 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, PROMEDICA IS THE COUNTRY'S 15TH LARGEST HEALTHCARE PROVIDER. THE COMPANY'S STEWARDSHIP OF RESOURCES HAS ENABLED WISE INVESTMENT IN PATIENT-CENTERED CARE, ADVANCED TECHNOLOGY, INNOVATIVE PROGRAMS AND FAMILY-ORIENTED FACILITIES THAT HELP TO ENSURE PATIENTS AND AREA RESIDENTS HAVE EQUAL ACCESS TO HIGH-QUALITY, SAFE CARE IN THE MOST APPROPRIATE SETTING. HCR MANORCARE OPERATES 157 SKILLED NURSING FACILITIES, WHERE NURSES AND PHYSICIANS WORK COLLABORATIVELY TO MANAGE COMPLEX MEDICAL CONDITIONS PROVIDING CARDIOLOGY, NEUROLOGY, ONCOLOGY, PULMONARY, ORTHOPAEDIC AND WOUND CARE SERVICES. REHABILITATION SERVICES PROVIDE PATIENTS WITH THE TOOLS THEY NEED TO FUNCTION AT THEIR HIGHEST POTENTIAL. THESE SERVICES INCLUDE PHYSICAL AND OCCUPATIONAL THERAPIES, AS WELL AS SPEECH AND LANGUAGE PATHOLOGY. HCR MANORCARE FACILITIES PROVIDE LONG-TERM CARE ASSISTANCE 24 HOURS A DAY TO THOSE WHO MEET THE SKILLED NURSING REQUIREMENTS AND CANNOT LIVE INDEPENDENTLY. ADDITIONAL SERVICES SUCH AS PALLIATIVE AND HOSPICE CARE CAN ALSO BE PROVIDED IN THE SKILLED NURSING SETTING. IN 2021, MANOR CARE OF TACOMA WA, ASSOCIATION PROVIDED OVER 33,274 CARE DAYS TO ITS PATIENTS AND RESIDENTS. IN 2021, UNDER A CO-EMPLOYMENT ARRANGEMENT, MANOR CARE OF TACOMA WA, ASSOCIATION EXPENDED $4,986,000 NET PAYROLL, PROVIDING 204 JOBS IN WASHINGTON. 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. 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 CHILD CARE. THE CENTERS GRANT PATIENTS AND RESIDENTS THEIR WISHES THROUGH THE ORGANIZATION'S HEARTS' DESIRE PROGRAM. THE FACILITIES CONTINUE TO FACILITATE LONG DISTANCE VISITS THROUGH THE HUNDREDS OF IPADS THAT WERE ACQUIRED TO KEEP RESIDENTS AND PATIENTS ENGAGED WITH THE OUTSIDE COMMUNITY DURING COVID. IN 2021, THE ORGANIZATION CONTINUED TO OFFER COMMUNITY HEALTH RELATED EDUCATIONAL EVENTS SUCH AS REDUCING STRESS AND HEALTH AND WELLNESS THROUGH VIRTUAL AND ONLINE EDUCATION. 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. AS PART OF THEIR REBRANDING ANNOUNCEMENTS, FACILITIES HOSTED DRIVES TO COLLECT DONATIONS SUCH AS FOOD FOR NON-PROFIT ORGANIZATIONS. THROUGHOUT THE YEAR, THE SKILLED NURSING FACILITIES WERE PROACTIVE IN PROTECTING AND ENGAGING PATIENTS WITH ACTIVITIES SUCH AS EVENTS WITH FAMILY, COMMUNITY ENTERTAINMENT AND PET THERAPY. THE SKILLED NURSING CENTERS PROVIDED NEARLY 50 COMMUNITY-BASED HEALTH CARE PROFESSIONALS WITH CONTINUING EDUCATION CREDITS THROUGH THE OFFERING OF 5 COURSES. IN ADDITION, MANOR CARE OF TACOMA'S COST OF BAD DEBT FOR 2021 WAS $156,000. THESE INITIATIVES NOT ONLY INDICATE HCR MANORCARE'S COMMITMENT TO THE COMMUNITY, BUT ALSO FULFILL OUR NOT-FOR-PROFIT STATUS BY PROVIDING ACCESS TO A VARIETY OF POST-HOSPITAL CARE SERVICES IN THE COMMUNITIES WE SERVE. 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 A DELAWARE NON-PROFIT ORGANIZATION, THIS CORPORATION HAS A CORPORATE MEMBER. FORM 990, PART VI, SECTION A, LINE 7A PROMEDICA HEALTH SYSTEM, INC. (PHS) IS THE ULTIMATE MEMBER/PARENT CORPORATION OF MANOR CARE OF TACOMA WA, ASSOCIATION. AS THE ULTIMATE MEMBER/PARENT CORPORATION, PHS HAS THE RIGHT TO (A) ELECT AND REMOVE THE MEMBERS OF THE BOARD OF TRUSTEES OF MANOR CARE OF TACOMA WA, ASSOCIATION, AND (B) FILL ANY VACANCY. 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 990 RETURNS OF PROMEDICA HEALTH SYSTEM, INC. (PHS) AND ITS SUBSIDIARIES ARE PREPARED BY THE PHS TAX DEPARTMENT WITH THE ASSISTANCE OF FINANCE. THE RETURNS ARE REVIEWED BY THE AVP OF TAX BEFORE BEING PROVIDED TO THE RESPECTIVE COMPANY'S 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. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION OF HCR MANORCARE, INC. AND SUBSIDIARIES' TOP MANAGEMENT OFFICIAL AND OTHER OFFICERS WAS DETERMINED BY A COMPENSATION COMMITTEE OF PROMEDICA HEALTH SYSTEM, INC. (PHS), A RELATED TAX-EXEMPT ORGANIZATION. 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. 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 IX, LINE 11G PURCHASED SERVICES - MEDICAL STAFF: PROGRAM SERVICE EXPENSES 2,074,412. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,074,412. CONSULTING FEES: PROGRAM SERVICE EXPENSES 180,124. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 180,124. MEDICAL TRANSPORT: PROGRAM SERVICE EXPENSES 10,177. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 10,177. REPAIRS AND MAINTENANCE: PROGRAM SERVICE EXPENSES 36,671. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 36,671. FORM 990, PART XII, LINE 2C THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. BAY PARK COMMUNITY HOSPITAL 100 MADISON AVE TOLEDO OH 43604 341883132 HOSPITAL OH 501(C)(3) 3 PROMEDICA HEALTH SYSTEM INC 1 COMMUNITY HEALTH CENTER OF BRANCH COUNTY 100 MADISON AVE TOLEDO OH 43604 386108110 HOSPITAL MI 501(C)(3) 3 PROMEDICA HEALTH SYSTEM INC 1 DEFIANCE HOSPITAL AUXILIARY 1200 RALSTON DEFIANCE OH 43512 510173779 HOSPITAL / FOUNDATION SUPPORT OH 501(C)(3) 10 DEFIANCE HOSPITAL INC 1 DEFIANCE HOSPITAL INC 100 MADISON AVE TOLEDO OH 43604 344446484 HOSPITAL OH 501(C)(3) 3 PROMEDICA HEALTH SYSTEM INC 1 EMMA L BIXBY MEDICAL CENTER 100 MADISON AVE TOLEDO OH 43604 382796005 HOSPITAL MI 501(C)(3) 3 PROMEDICA HEALTH SYSTEM INC 1 EMMA L BIXBY MEDICAL CENTER AUXILIARY 818 RIVERSIDE AVE ADRIAN MI 43604 382149602 HOSPITAL / FOUNDATION SUPPORT MI 501(C)(3) 12B, II EMMA L BIXBY MEDICAL CENTER 1 FOSTORIA HOSPITAL ASSOCIATION 100 MADISON AVE TOLEDO OH 43604 340898745 HOSPITAL OH 501(C)(3) 3 PROMEDICA HEALTH SYSTEM INC 1 FOSTORIA HOSPITAL AUXILIARY PO BOX 907 FOSTORIA OH 44830 346517634 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