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)
BAY PARK COMMUNITY HOSPITAL |
341883132 | 3 | No | 0 | 0 | |
| (B)
COMMUNITY HEALTH CENTER OF BRANCH COUNTY |
386108110 | 3 | No | 0 | 0 | |
| (C)
DEFIANCE HOSPITAL INC |
344446484 | 3 | No | 0 | 0 | |
| (D)
EMMA L BIXBY MEDICAL CENTER |
382796005 | 3 | No | 0 | 0 | |
| (E)
FOSTORIA HOSPITAL ASSOCIATION |
340898745 | 3 | No | 0 | 0 | |
| (F)
HCR MANORCARE INC |
825373223 | 10 | No | 0 | 0 | |
| (G)
HERRICK MEMORIAL HOSPITAL INC |
383049015 | 3 | No | 0 | 0 | |
| (H)
KAITLYN'S COTTAGE INC |
454781053 | 10 | No | 0 | 0 | |
| (I)
LENAWEE LONG TERM CARE |
382879330 | 10 | No | 0 | 0 | |
| (J)
MANOR CARE OF GIG HARBOR WA ASSOCIATION |
260624719 | 10 | No | 0 | 0 | |
| (K)
MANOR CARE OF LACEY WA ASSOCIATION |
260624391 | 10 | No | 0 | 0 | |
| (L)
MANOR CARE OF LYNNWOOD WA ASSOCIATION |
260624675 | 10 | No | 0 | 0 | |
| (M)
MANOR CARE OF SALMON CREEK WA ASSOCIATION |
260624375 | 10 | No | 0 | 0 | |
| (N)
MANOR CARE OF SPOKANE WA ASSOCIATION |
260624687 | 10 | No | 0 | 0 | |
| (O)
MANOR CARE OF TACOMA WA ASSOCIATION |
260624696 | 10 | No | 0 | 0 | |
| (P)
MEMORIAL HOSPITAL |
344430849 | 3 | No | 0 | 0 | |
| (Q)
MEMORIAL PROFESSIONAL SERVICES |
273763993 | 10 | No | 0 | 0 | |
| (R)
MERCY MEMORIAL HOSPITAL CORPORATION |
381984289 | 3 | No | 0 | 0 | |
| (S)
MONROE COMMUNITY HEALTH SERVICES |
382934134 | 10 | No | 0 | 0 | |
| (T)
PROMEDICA CENTRAL PHYSICIANS |
341881137 | 10 | No | 0 | 0 | |
| (U)
PROMEDICA CHILDRENS SPECIALISTS |
208734161 | 10 | No | 0 | 0 | |
| (V)
PROMEDICA CONTINUING CARE SERVICES CORPORATION |
344492440 | 10 | No | 0 | 0 | |
| (W)
PROMEDICA GENITO-URINARY SURGEONS |
461120436 | 10 | No | 0 | 0 | |
| (X)
PROMEDICA MONROE CARDIOLOGY |
272920342 | 10 | No | 0 | 0 | |
| (Y)
PROMEDICA MONROE PHYSICIANS |
461111822 | 10 | No | 0 | 0 | |
| (Z)
PROMEDICA MULTI SPECIALTY PHYSICIANS |
454976786 | 10 | No | 0 | 0 | |
| (AA)
PROMEDICA NORTHWEST OHIO CARDIOLOGY CONSULTANTS |
263888045 | 10 | No | 0 | 0 | |
| (AB)
PROMEDICA PHYSICIAN GROUP |
341899439 | 10 | No | 0 | 0 | |
| (AC)
PROMEDICA PHYSICIANS AT HOME INC |
852181349 | 10 | No | 0 | 0 | |
| (AD)
PROMEDICA PRIMARY CARE PROVIDERS |
831731861 | 10 | No | 0 | 0 | |
| (AE)
THE TOLEDO HOSPITAL |
344428256 | 3 | No | 0 | 0 | |
| (AF)
TOLEDO DISTRICT NURSE ASSOCIATION |
344427949 | 10 | No | 0 | 0 | |
| (AG)
VISITING NURSE HOSPICE AND HEALTH CARE |
341831624 | 10 | No | 0 | 0 | |
|
Total 33
|
0 | 0 | ||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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 2023 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-2023 |
(iii) Distributable Amount for 2023 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2023 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2023: | ||||
| a From 2018....... | ||||
| b From 2019....... | ||||
| c From 2020....... | ||||
| d From 2021....... | ||||
| e From 2022....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2023 distributable amount | ||||
|
i
Carryover from 2018 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2023 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2023 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2023, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
6
Remaining underdistributions for 2023. 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 2024. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2019..... | ||||
| b Excess from 2020..... | ||||
| c Excess from 2021..... | ||||
| d Excess from 2022..... | ||||
| e Excess from 2023..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| PART IV, SECTION A, LINE 1: | PROMEDICA HEALTH SYSTEM, INC. (34-1517671) AFFILIATES DESIGNATED BY CLASS AND PURPOSE LISTED IN SCHEDULE R, PART II THAT ARE ORGANIZATIONS DESCRIBED IN INTERNAL REVENUE CODE SECTION 501(C)(3) THAT ARE NOT PRIVATE FOUNDATIONS BECAUSE THEY ARE DESCRIBED IN CODE SECTION 509(A)(1) OR SECTION 509(A)(2). |
| PART IV, SECTION C, LINE 1 | PROMEDICA HEALTH SYSTEM, INC. (PHS) IS THE PARENT OF AN INTEGRATED HEALTH CARE DELIVERY NETWORK MADE UP OF AN AFFILIATED GROUP OF EXEMPT ORGANIZATIONS WHICH INCLUDES HOSPITALS, HEALTH CARE PROVIDERS, CONTINUING CARE SERVICES, SPECIALIZED HEALTH SERVICES, ENTITIES PROVIDING SUPPORT SERVICES, AND FOUNDATIONS. PHS PROVIDES OVERALL DIRECTION, MANAGEMENT, AND CONTROL TO ITS FIRST TIER SUBSIDIARIES, INCLUDING PROMEDICA INDEMNITY CORPORATION, AND INDIRECTLY THROUGH ITS FIRST TIER SUBSIDIARIES, TO ALL AFFILIATED SECOND TIER SUBSIDIARIES OF EACH FIRST TIER SUBSIDIARY. THE ACTIVITIES OF PHS SUPPORT THE EXEMPT PURPOSES OF THE AFFILIATED ORGANIZATIONS IN THE PHS NETWORK AND ENHANCE AND IMPROVE THE DELIVERY OF EFFECTIVE HEALTH CARE SERVICES TO THE COMMUNITIES SERVED BY THE PHS NETWORK. CONTROL AND MANAGEMENT EFFECTIVELY IS VESTED IN THE SAME PERSONS THAT CONTROL AND MANAGE ALL SUBSIDIARY ORGANIZATIONS THROUGH RESERVED POWERS. PHS HAS RESERVED POWERS IN EACH SUBSIDIARY'S CODE OF REGULATIONS OR BYLAWS ALONG WITH THE RIGHT TO APPROVE CERTAIN ACTIONS OF EACH SUBSIDIARY'S BOARD OF TRUSTEES. THE FIRST TIER SUBSIDIARIES HAVE IN TURN RESERVED SIMILAR POWERS OVER THE SECOND TIER SUBSIDIARIES TO INTEGRATE OVERALL DIRECTION, MANAGEMENT, AND CONTROL. THE RESERVED POWERS AND OVERALL SYSTEM CONTROL ENSURE THAT PHS WILL BE RESPONSIVE TO THE NEEDS OF EACH SUPPORTED ORGANIZATION. PHS IS AN INTEGRAL PART OF THE PHS NETWORK. PHS QUALIFIES AS A TYPE II SUPPORTING ORGANIZATION BECAUSE OF COMMON SUPERVISION AND CONTROLS THAT ARE SHARED THROUGH THE STRUCTURAL RELATIONSHIP OF PHS. THERE HAS ALSO BEEN A HISTORIC AND CONTINUING RELATIONSHIP BETWEEN PHS ITS SUPPORTED ORGANIZATIONS AND A SUBSTANTIAL IDENTITY OF INTERESTS BETWEEN THE ORGANIZATIONS AS A RESULT OF THIS RELATIONSHIP SUPPORTING COMMON CONTROL CONSISTENT WITH TYPE II SUPPORTING ORGANIZATION CLASSIFICATION. PHS HAS MAINTAINED, AND WILL CONTINUE TO MAINTAIN, A SIGNIFICANT INVOLVEMENT IN EACH SUPPORTED ORGANIZATION'S OPERATIONS. |
| Software ID: | |
| Software Version: |
| Return Reference | Explanation |
|---|---|
| FORM 990, PART III, LINE 4: | PROMEDICA HEALTH SYSTEM, INC. - PROGRAM SERVICE ACCOMPLISHMENTS ESTABLISHED IN 1986, PROMEDICA HEALTH SYSTEM, INC. (PROMEDICA) IS A MISSION-BASED, LOCALLY OWNED, NOT-FOR-PROFIT HEALTHCARE ORGANIZATION HIGHLY FOCUSED ON ACHIEVING CORE VALUES. HEADQUARTERED IN TOLEDO, OHIO, WE ARE AMONG THE REGION'S LARGEST EMPLOYERS, PROMEDICA PLAYS A SIGNIFICANT ROLE IN ECONOMIC DEVELOPMENT AND STABILITY IN OUR REGION. WE CREATE A DIRECT ECONOMIC IMPACT WITH OUR REVENUE, PAYROLL AND EMPLOYMENT. ADDITIONALLY, SPENDING ON SERVICES AND MATERIALS WITH VENDORS IN OUR REGION CREATES AN INDIRECT ECONOMIC BENEFIT. PROMEDICA HAS BEEN NATIONALLY RECOGNIZED FOR ITS ADVOCACY PROGRAMS AND EFFORTS TO ADDRESS SOCIAL DETERMINANTS OF HEALTH. BASED ON NEEDS THAT WE HAVE ASSESSED WITHIN THE COMMUNITIES WE SERVE; PROMEDICA LAUNCHES NEW SERVICES AND PROGRAMS ANNUALLY TO HELP MEET THE GROWING DEMANDS OF LOCAL CONSUMERS ACROSS ALL SPECTRUMS OF LIFE, INCLUDING THOSE INDIVIDUALS WHO ARE OFTEN THE MOST VULNERABLE WHEN IT COMES TO HEALTH CARE: THE ELDERLY, POOR AND UNDERSERVED. OUR PHYSICIANS AND PROVIDERS, LEADERSHIP TEAM MEMBERS, RESIDENTS, AND EMPLOYEES INDIVIDUALLY CONTRIBUTE PERSONAL RESOURCES TO THE COMMUNITY IN NUMEROUS WAYS - SUCH AS THROUGH TUTORING ELEMENTARY STUDENTS IN READING AND OTHER LIFE SKILLS, PROVIDING HEALTH AND WELLNESS PROGRAMMING FOR OUR COMMUNITIES , GENEROUSLY CONTRIBUTING TO COMMUNITY FUNDRAISING CAMPAIGNS SUCH AS UNITED WAY, SERVING ON LOCAL NOT-FOR-PROFIT BOARDS, AND DONATING NONPERISHABLE FOODS AND CLOTHING ITEMS TO NUMEROUS LOCAL COMMUNITY ORGANIZATIONS - UNDERSCORING A KEY BENEFIT OF PROMEDICA BEING LOCALLY OWNED AND OPERATED. PROMEDICA'S SPECIALIZED CARE INCLUDES ONCOLOGY, ORTHOPAEDICS, HEART AND VASCULAR, NEUROLOGY, REHABILITATIVE, AND BEHAVIORAL MEDICINE, AS WELL AS WOMEN'S SERVICES AND PEDIATRIC CARE. A FUNDAMENTAL PART OF OUR MISSION IS THAT OUR SERVICES ARE TAILORED TO THE NEEDS OF OUR COMMUNITIES, AND THEY ARE AVAILABLE TO EVERYONE IN OUR COMMUNITY, REGARDLESS OF THEIR ABILITY TO PAY. PROMEDICA GOES BEYOND INDUSTRY STANDARDS IN MEETING THE GOAL OF PROVIDING CARE TO EVERYONE, REGARDLESS OF THEIR ABILITY TO PAY. WE PROVIDE HOSPITAL CARE FREE-OF-CHARGE TO ALL FAMILIES WITHOUT INSURANCE WITH INCOMES AT OR BELOW 200% OF THE FEDERAL POVERTY LEVEL. IN ADDITION TO FREE CARE FOR THOSE FAMILIES UNDER THIS FEDERAL POVERTY LEVEL, MEDICALLY NECESSARY SERVICES ARE PROVIDED AT DISCOUNTED RATES BASED ON A SLIDING SCALE DEPENDING ON INCOME LEVEL AND INSURANCE STATUS. IN SUMMARY, PROMEDICA DEMONSTRATES ITS 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 HEALTH CARE SERVICES; RECRUIT AND TRAIN HEALTH CARE 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 ACTIVITIES TO OUR LOCAL COMMUNITY TO HELP ENSURE ALL MEMBERS HAVE EQUAL ACCESS TO CARE. |
| FORM 990, PART V, LINE 2A | IN 2022, THE HEALTH SYSTEM CENTRALIZED ITS PAYROLL PROCESS, TRANSITIONING FROM MULTIPLE PAYROLL ENTITIES. AS A RESULT, EMPLOYEES RECEIVED UP TO THREE DIFFERENT W-2S UNDER PROMEDICA HEALTH SYSTEM AND DISREGARDED ENTITIES' EINS. IN 2023, EMPLOYEES WERE ISSUED A SINGLE W-2. |
| FORM 990, PART VI, SECTION A, LINE 3 | IN 2022 AND 2023, PROMEDICA HEALTH SYSTEM ENTERED INTO AN AGREEMENT WITH ANKURA TO PROVIDE EXECUTIVE GUIDANCE TO THE HEALTH SYSTEM. THOSE SERVICES INCLUDE, ACTING AS INTERIM CFO OF THE HEALTH SYSTEM, COORDINATING VARIOUS FINANCIAL ACTIVITIES INCLUDING, REVIEW AND ANALYSIS OF FINANCIAL AND OPERATIONAL PERFORMANCE, GUIDANCE AND SUPPORT REGARDING ORGANIZATIONAL STRUCTURE, AND SUPPORT OF PERFORMANCE IMPROVEMENT INITIATIVES. LOUIS ROBICHAUX, ACTING AS INTERIM CFO OF PROMEDICA HEALTH SYSTEM WAS EMPLOYED AND COMPENSATED BY ANKURA. ANKURA RECEIVED $858,454 IN EXCHANGE FOR THE SERVICES PROVIDED BY LOUIS ROBICHAUX DURING 2023. |
| 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 | 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 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 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 IX, LINE 11G | HEALTHCARE SERVICES: PROGRAM SERVICE EXPENSES 103,831,259. MANAGEMENT AND GENERAL EXPENSES 25,957,815. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 129,789,074. MAINTENANCE SERVICES: PROGRAM SERVICE EXPENSES 874,759. MANAGEMENT AND GENERAL EXPENSES 218,690. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,093,449. CONSULTING SERVICES: PROGRAM SERVICE EXPENSES 5,797,190. MANAGEMENT AND GENERAL EXPENSES 1,336,877. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 7,134,067. |
| FORM 990, PART XI, LINE 9: | TRANSFERS BETWEEN RELATED ENTITIES 12,800,713. NET PERIODIC PENSION CHANGE 12,291,484. |
| FORM 990, PART XII, LINE 2C | THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. |
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