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 | |||||
|
Total |
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Calendar year (or fiscal year beginning in) ![]() |
(a) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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 | ||||||
| 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).. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 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 | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (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) 2016 | (b) 2017 | (c) 2018 | (d) 2019 | (e) 2020 | (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 in 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) |
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| 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) |
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| 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): |
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| 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 2020 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-2020 |
(iii) Distributable Amount for 2020 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2020 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2020: | ||||
| a From 2015....... | ||||
| b From 2016....... | ||||
| c From 2017....... | ||||
| d From 2018....... | ||||
| e From 2019....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2020 distributable amount | ||||
|
i
Carryover from 2015 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2020 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2020 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2020, 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 2020. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
7 Excess distributions carryover to 2021. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2016..... | ||||
| b Excess from 2017..... | ||||
| c Excess from 2018..... | ||||
| d Excess from 2019..... | ||||
| e Excess from 2020..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
|---|
| 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 III, LINE 2 | IN SEPTEMBER 2020, PROMEDICA CHARLES AND VIRGINIA HICKMAN HOSPITAL OPENED TO CONTINUE MEETING THE NEEDS OF ADRIAN AND ITS SURROUNDING COMMUNITIES WITH INNOVATIVE CARE, SUPERIOR QUALITY AND PREMIER CUSTOMER SERVICE. THIS FACILITY REPLACED THE PREVIOUSLY OPERATING HERRICK MEMORIAL HOSPITAL AND EMMA L. BIXBY MEDICAL CENTER HOSPITAL. |
| FORM 990, PART III, LINE 3 | THE HOSPITAL FACILITIES OPERATING AS EMMA L. BIXBY MEDICAL CENTER AND HERRICK MEMORIAL HOSPITAL WERE CLOSED IN 2020 DUE TO THE OPENING OF A NEW STATE OF THE ART FACILITY TO SERVE THE COMMUNITIES SURROUNDING ADRIAN MICHIGAN. THE NEW HOSPITAL FACILITY, DOING BUSINESS AS PROMEDICA CHARLES AND VIRGINIA HICKMAN HOSPITAL, OPENED IN SEPTEMBER 2020 AND WILL CONTINUE TO SERVE THE MEDICAL NEEDS OF ADRIAN AND SOUTHEAST MICHIGAN WITH THE SAME INNOVATIVE CARE, SUPERIOR QUALITY AND PREMIER CUSTOMER SERVICE. |
| FORM 990, PART III, LINE 4: | EMMA L. BIXBY MEDICAL CENTER PROGRAM SERVICE ACCOMPLISHMENTS FOUNDED IN 1911, EMMA L. BIXBY MEDICAL CENTER (D/B/A PROMEDICA BIXBY HOSPITAL) CONTINUES TO MEET THE HEALTHCARE NEEDS OF ADRIAN, MICHIGAN AND SURROUNDING SOUTHEAST MICHIGAN COMMUNITIES AS THE LARGEST ACUTE CARE FACILITY IN LENAWEE COUNTY. IT IS A MEMBER OF PROMEDICA HEALTH SYSTEM, INC. (PROMEDICA), A MISSION-BASED, LOCALLY OWNED, NONPROFIT HEALTHCARE ORGANIZATION HIGHLY FOCUSED ON ACHIEVING CORE VALUES. HEADQUARTERED IN TOLEDO, OHIO, PROMEDICA SERVES 28 STATES ACROSS THE COUNTRY AND IS ONE OF THE NATION'S LEADING HEALTH SYSTEMS. OUR STEWARDSHIP OF RESOURCES HAS ENABLED US TO WISELY INVEST 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 HEALTH CARE IN THE MOST APPROPRIATE SETTING, REGARDLESS OF PATIENTS' ABILITY TO PAY. PROMEDICA BIXBY HOSPITAL (BH) IS AN 88-BED, FULL-SERVICE, ACUTE CARE HOSPITAL STAFFED BY MORE THAN 120 ACTIVE PROVIDERS WORKING TO MEET IDENTIFIED NEEDS OF THE COMMUNITY. THE HOSPITAL PROVIDES NUMEROUS INPATIENT AND OUTPATIENT SERVICES, WITH ITS STAFF OF PROFESSIONALS OFFERING CARE IN GENERAL SURGERY, HEART AND VASCULAR CARE, WOMEN'S HEALTH, ORTHOPAEDICS, PEDIATRICS, FAMILY MEDICINE, CRITICAL CARE, AND CANCER TREATMENT SERVICES. IN 2020, PROMEDICA BIXBY HOSPITAL (BH) RECEIVED AN A+ OVERALL SCORE IN THE NEW LOWN INSTITUTE HOSPITALS INDEX, WHICH EVALUATES CLINICAL CARE AS WELL COMMUNITY IMPACT IN TERMS OF HEALTH EQUITY AND INCLUSIVITY. BH WAS ALSO AMONG THE TOP 10 HIGHEST-RANKING HOSPITALS IN MICHIGAN. BH ALSO WAS NAMED A TOP RURAL HOSPITAL NATIONALLY BY THE LEAPFROG GROUP IN 2020. THE LEAPFROG TOP HOSPITAL AWARD IS KNOWN AS ONE OF THE MOST COMPETITIVE AWARDS AMERICAN HOSPITALS CAN RECEIVE FOR PATIENT QUALITY AND SAFETY. IN 2020, BH SERVED 3,510 INPATIENTS; 75,286 OUTPATIENTS; AND 22,041 EMERGENCY CENTER PATIENTS. BH OFFERS EMERGENCY MEDICINE SERVICES AND PROVIDES INPATIENT AND OUTPATIENT SERVICES WITH STATE-OF-THE-ART TECHNOLOGY AND STRIVES TO OFFER EXCEPTIONAL CARE TO BEST RESPOND TO COMMUNITY NEED. THIS IS REFLECTED IN THE PROGRAMS AND SERVICES OFFERED, SUCH AS THE HICKMAN CANCER CENTER, WHICH IS ACCREDITED BY THE AMERICAN COLLEGE OF SURGEONS. AS PART OF THE PROMEDICA CANCER INSTITUTE, HICKMAN CANCER CENTER OFFERS DIAGNOSTIC SERVICES, AS WELL AS RADIATION AND MEDICAL ONCOLOGY TREATMENT FOR HUNDREDS OF NEW PATIENTS ANNUALLY. AS A MEMBER OF THE TOLEDO COMMUNITY HOSPITAL ONCOLOGY PROGRAM, HICKMAN CANCER CENTER OFFERS PATIENTS THE OPPORTUNITY TO PARTICIPATE IN NATIONAL CANCER TRIALS. FURTHER, BH'S CARDIAC AND PULMONARY REHABILITATION PROGRAM IS CERTIFIED BY THE AMERICAN ASSOCIATION OF CARDIOVASCULAR AND PULMONARY REHABILITATION. ADDITIONALLY, BH OFFERS TELEMEDICINE SERVICE TO ITS INPATIENT CARE UNITS TO HELP PROVIDE REAL-TIME PATIENT DIAGNOSIS AND TREATMENT FROM A PHYSICIAN. THE SERVICE ALLOWS A DOCTOR'S VISIT TO BE CONDUCTED WITH A SPECIAL COMPUTER AND INTERNET CONNECTION AND HELPS THE HOSPITAL PROVIDE SAFE, QUALITY CARE WHEN IT'S NEEDED DURING NIGHT SHIFTS WHEN FEWER PHYSICIANS MAY BE AVAILABLE. BH ALSO RECEIVED THE AMERICAN HEART ASSOCIATION/AMERICAN STROKE ASSOCIATION'S GET WITH THE GUIDELINES GOLD PLUS ACHIEVEMENT FOR ITS COMMITMENT TO ENSURING STROKE PATIENTS RECEIVE THE MOST APPROPRIATE TREATMENT ACCORDING TO NATIONALLY RECOGNIZED STANDARDS OF CARE. IN 2020, BH WAS AWARDED A $1 MILLION GRANT OVER THE NEXT THREE YEARS TO PARTNER WITH THE LENAWEE HEALTH NETWORK (LHN) AND THE LENAWEE SUBSTANCE ABUSE PREVENTION COALITION (LSAPC) TO REDUCE THE MORBIDITY AND MORTALITY ASSOCIATED WITH OPIOID USE AND SUBSTANCE USE DISORDER IN LENAWEE COUNTY. BH IS ONE OF FIVE HEALTHCARE PROVIDERS IN MICHIGAN SELECTED TO RECEIVE A $1 MILLION GRANT TO SUPPORT EFFORTS TO COMBAT THE OPIOID CRISIS. IN SEPTEMBER 2020 BH MOVED OPERATIONS TO A NEW STATE-OF-THE-ART FACILITY AND BEGAN DOING BUSINESS AS PROMEDICA CHARLES AND VIRGINIA HICKMAN HOSPITAL (CVHH). THE NEW HOSPITAL ALLOWED FOR THE CONSOLIDATION OF BH AND PROMEDICA HERRICK HOSPITAL TO PROVIDE A SINGLE POINT OF CARE TO THE LENAWEE COUNTY COMMUNITY. CVHH IS MORE THAN 200,000 SQUARE FEET, CONSISTING OF 40 MEDICAL-SURGICAL BEDS, 10 CRITICAL CARE BED, FOUR OPERATING ROOMS WITH THREE MINOR PROCEDURE ROOMS, 27 EMERGENCY ROOMS AND EIGHT LABOR AND DELIVERY ROOMS AS WELL AS A FULL ARRAY OF DIAGNOSTIC SERVICES. THE HOSPITAL CONTRIBUTED $6,858,000 IN COMMUNITY BENEFIT THROUGH COMMUNITY BENEFIT EXPENDITURES, FINANCIAL ASSISTANCE AND GOVERNMENT-SPONSORED, MEANS-TESTED HEALTH CARE IN 2020. THROUGH COMMUNITY HEALTH SERVICES, HEALTH PROFESSIONAL EDUCATION, SUBSIDIZED HEALTH SERVICES, RESEARCH ACTIVITIES, CASH AND IN-KIND CONTRIBUTIONS, AND COMMUNITY BENEFIT OPERATIONS, BH CONTRIBUTED $2,149,000 TO THE COMMUNITY DURING 2020. THE FOLLOWING ARE EXAMPLES OF SUCH CONTRIBUTIONS: SUPPORT OF PROMEDICA FARMS AND VEGGIE MOBILE, WHICH BRINGS FRESH PRODUCE TO THE LENAWEE COUNTY COMMUNITY, INCLUDING BH/CVHH PATIENTS WHO SCREEN POSITIVE FOR FOOD INSECURITY. SUPPORT GROUPS FOR INDIVIDUALS WITH CHRONIC DISEASES, FOCUSED ON PATIENTS' EMOTIONAL, PHYSIOLOGICAL AND PSYCHOLOGICAL NEEDS; CHILDHOOD AND ADULT IMMUNIZATIONS AND ASTHMA CARE COMMUNITY HEALTH AND WELLNESS SERVICES, WHICH INCLUDED TOBACCO CESSATION PROGRAMS, NUTRITION AND HEALTHY LIFESTYLES CLASSES, PRENATAL CLASSES, AND CPR TRAINING; AND COLLECTION AND RESPONSIBLE DISPOSAL OF UNUSED MEDICATIONS THROUGH TWO COMMUNITY TAKE BACK EVENTS AND MEDSAFE COLLECTION BINS WITH THE EMERGENCY DEPARTMENT. BH PROVIDED A SIGNIFICANT AMOUNT OF FINANCIAL ASSISTANCE TO THE COMMUNITY DURING 2020, OF WHICH $629,000 REPRESENTED UNCOMPENSATED AMOUNTS FOR TREATMENT TO THOSE PATIENTS WHO DID NOT HAVE THE FINANCIAL RESOURCES TO PAY FOR HOSPITAL SERVICES. FINANCIAL ASSISTANCE REPRESENTS THE COST TO PROVIDE SERVICE AND DOES NOT INCLUDE THE COSTS FOR ACCOUNTS WRITTEN OFF TO BAD DEBT FOR PATIENTS WHO DO NOT PAY THEIR BILLS. BH'S COST OF BAD DEBT FOR 2020 WAS $1,106,000. THIS AMOUNT IS NOT INCLUDED IN THE COMMUNITY BENEFIT AMOUNT OF $6,858,000 NOTED ABOVE. FURTHER, BH PROVIDED $4,079,000 OF COMMUNITY BENEFIT THROUGH COSTS - NOT REIMBURSED BY THE GOVERNMENT - FOR TREATING MEDICAID AND OTHER MEANS-TESTED PATIENTS. ALSO, IN 2020, THE TOTAL COSTS - NOT REIMBURSED BY THE GOVERNMENT - FOR TREATING MEDICARE PATIENTS WAS $5,131,000 AND IS NOT INCLUDED IN THE COMMUNITY BENEFIT AMOUNT OF $6,858,000 NOTED ABOVE. BH PROVIDED 681 JOBS THROUGH DIRECT EMPLOYMENT IN 2020, EXPENDING $21,582,000 IN NET PAYROLL. A TOTAL OF $990,900 WAS WITHHELD FROM HOSPITAL EMPLOYEES IN STATE AND LOCAL TAXES. IN SUMMARY, BH DEMONSTRATES PROMEDICA'S MISSION AND CORE VALUES BY PROVIDING HIGH-QUALITY HEALTH CARE TO ALL PATIENTS, REGARDLESS OF THEIR RACE, CREED, SEX, NATIONAL ORIGIN, DISABILITY, OR AGE. AND, WE RECOGNIZE THAT NOT ALL INDIVIDUALS POSSESS THE ABILITY TO PURCHASE ESSENTIAL MEDICAL CARE. THEREFORE, WE PROVIDE THESE HEALTHCARE SERVICES; RECRUIT AND TRAIN HEALTHCARE PROFESSIONALS TO SERVE THE BROADER COMMUNITY; PROVIDE APPROPRIATE FINANCIAL ASSISTANCE; OFFER SERVICES AND CONTRIBUTIONS TO OTHER NONPROFIT ORGANIZATIONS THAT ALLOW THEM TO PROVIDE KEY SERVICES TO THEIR CONSTITUENTS; AND PRESENT FREE EDUCATIONAL CLASSES, HEALTH FAIRS AND OTHER OUTREACH ACTIVITIES TO OUR LOCAL COMMUNITY TO HELP ENSURE ALL MEMBERS HAVE EQUAL ACCESS TO CARE. |
| FORM 990, PART VI, SECTION A, LINE 6 | AS A MICHIGAN 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 EMMA L. BIXBY MEDICAL CENTER. AS THE MEMBER, PHS HAS THE RIGHT TO (A) ELECT AND REMOVE THE MEMBERS OF THE BOARD OF TRUSTEES OF EMMA L. BIXBY MEDICAL CENTER, 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, CONSOLIDATIONS, 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 PHYSICIANS 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 PHYSICIANS, 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 PHYSICIANS ANNUALLY (OR IMMEDIATELY IF NEW CONFLICTS OF INTEREST ARISE), ALL EMPLOYED PHYSICIANS ARE REQUIRED TO COMPLETE AND SUBMIT AN ELECTRONIC PHYSICIAN CERTIFICATION QUESTIONNAIRE BY THE ESTABLISHED AND COMMUNICATED DEADLINE. THE OFFICE OF THE PRESIDENT/CHIEF MEDICAL OFFICER AND THE CHIEF OPERATING OFFICER FOR PROMEDICA PHYSICIAN GROUP (PPG) ENSURES THAT ALL QUESTIONNAIRES, WHICH ARE STORED ELECTRONICALLY, ARE COMPLETED AND REVIEWED AND ENSURES NOTIFICATION IS PROVIDED TO THE V.P., AUDIT & COMPLIANCE OF THE NUMBER OF ANNUAL PHYSICIAN CERTIFICATION QUESTIONNAIRES SENT AND RECEIVED AND ALSO ENSURES COPIES OF ANY QUESTIONNAIRES CONTAINING DISCLOSURES THAT WARRANT FURTHER REVIEW BY THE AUDIT & COMPLIANCE DEPARTMENT ARE FORWARDED ACCORDINGLY. ALL NEW EMPLOYED PHYSICIANS ARE PROVIDED EITHER AN ELECTRONIC OR PAPER COPY OF THE EMPLOYED PHYSICIAN STANDARD OF CONDUCT AND THE PHYSICIAN CERTIFICATION STATEMENT WHICH THE NEW PHYSICIAN IS REQUIRED TO COMPLETE PRIOR TO BEGINNING EMPLOYMENT. IDENTIFIED CONFLICTS ARE INITIALLY REVIEWED BY THE PPG PRESIDENT/CHIEF MEDICAL OFFICER, CHIEF OPERATING OFFICER OR THEIR DESIGNEE, AND IF APPROPRIATE, ARE SUBSEQUENTLY REPORTED TO THE OFFICE OF THE 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 PHYSICIAN 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 APPROPRIATE PHYSICIAN 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 PHYSICIAN-INDUSTRY RELATIONSHIP DISCLOSURES TO THE APPLICABLE PHS MARKETING/COMMUNICATIONS REPRESENTATIVE. THE PUBLIC DISCLOSURE WILL BE POSTED ON THE PROMEDICA HEALTH SYSTEM, INC. 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 | EMMA L. BIXBY MEDICAL CENTER'S TOP MANAGEMENT OFFICIAL AND OTHER OFFICERS ARE COMPENSATED BY PROMEDICA HEALTH SYSTEM, INC. (PHS), A RELATED TAX-EXEMPT ORGANIZATION. COMPENSATION DETERMINATIONS OF PROMEDICA FOUNDATION'S TOP MANAGEMENT OFFICIAL AND OTHER OFFICERS ARE MADE BY A COMPENSATION COMMITTEE OF PHS. 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 VI, SECTION B, LINE 16B: | JOINT VENTURE OPERATING AGREEMENTS INVOLVING PROMEDICA HEALTH SYSTEM, INC. OR ITS SUBSIDIARIES (COLLECTIVELY, PHS) INCLUDE PROVISIONS TO PROTECT PHS'S TAX-EXEMPT STATUS. EACH AGREEMENT CONTAINS SPECIFIC LANGUAGE RELATED TO THE PROVISION OF HEALTH CARE SERVICES WITH FOCUS ON COMMUNITY HEALTH BENEFIT AND MUST FOLLOW A FORMAL REVIEW PROCESS PRIOR TO CONTRACT EXECUTION. PHS CONTINUALLY ENSURES THAT ITS TAX-EXEMPT STATUS IS PROTECTED BY ACTIVELY PARTICIPATING IN THE GOVERNANCE OF ALL PHS JOINT VENTURES. |
| FORM 990, PART IX, LINE 11G | CONTRACTED PHYSICIANS: PROGRAM SERVICE EXPENSES 4,738,316. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,738,316. TEMP AGENCY FEES: PROGRAM SERVICE EXPENSES 984,731. MANAGEMENT AND GENERAL EXPENSES 63,189. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,047,920. LAB HOSPITAL FEES: PROGRAM SERVICE EXPENSES 3,722,915. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,722,915. TESTING FEES: PROGRAM SERVICE EXPENSES 331,252. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 331,252. LAUNDRY FEES: PROGRAM SERVICE EXPENSES 308,827. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 308,827. OTHER CONTRACT FEES: PROGRAM SERVICE EXPENSES 6,338,125. MANAGEMENT AND GENERAL EXPENSES 406,714. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 6,744,839. |
| FORM 990, PART X, LINE 16 | DUE TO THE CLOSURE OF HERRICK MEMORIAL HOSPITAL, ASSETS WERE TRANSFERRED TO EMMA L. BIXBY MEDICAL CENTER, INCLUDING THE ENDOWMENT FUND. |
| FORM 990, PART XI, LINE 9: | PENSION/POST-RETIREMENT EXPENSE ADJUSTMENT -2,934. BENEFICIAL INTEREST IN FOUNDATION 26,320,602. TRANSFERS BETWEEN RELATED ENTITIES 35,641,665. NET TRANSFER OF ASSETS TO HCR MANORCARE INC -5,650,865. NET TRANSFER OF ASSETS TO AFFILIATES -112,801. TRANSFER ASSETS FROM HERRICK MEMORIAL HOSPITAL 2,501,449. TRANSFER OF SECURITIES TO TOLEDO HOSPITAL -93,933,975. |
| FORM 990, PART XII, LINE 2C | THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR |
| FORM 990, PART XII, LINE 3B: | THE REQUIRED SINGLE AUDIT AS SET FORTH IN THE SINGLE AUDIT ACT AND OMB CIRCULAR A-133 HAS NOT YET BEEN COMPLETED. PLANS HAVE BEEN MADE TO HAVE THE REQUIRED SINGLE AUDIT COMPLETED BY THE EXTENDED DUE DATE AS ESTABLISHED IN OMB M-20-26. |
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