The Cleveland Clinic Foundation

“Deborah a. Crawford, ccf director & patrick v. Auletta, ccf director - business william m. Peacock iii, ccf officer & timothy l. Longville, ccf officer - business william m. Peacock iii, ccf/ccef officer & k. Kelly hancock, dnp, rn, ne-bc, ccf/ccef officer - business william m. Peacock iii, ccf officer & dennis laraway, ccf officer - business william m. Peacock iii, ccf officer & connor delaney, m.d., ph.d., ccf officer - business timothy longville, ccf officer & connor delaney, m.d., ph.d., ccf officer - business timothy longville, ccf officer & dennis laraway, ccf officer - business dennis laraway, ccf officer & connor delaney, m.d., ph.d., ccf officer - business ronald e. Weinberg, ccf/ccef director & stewart a. Kohl, ccf/ccef director - business the following individuals may share a business relationship through their association as an officer, director, or trustee of wholly owned related corporations: beri ridgeway, m.d.; david w. Rowan; deborah gordon; dennis laraway; jorge guzman, m.d.; r. Jason oblander; timothy l. Longville; and william m. Peacock iii.”

“Ccf hotel services, llc, a single member disregarded entity of ccf has entered into a management agreement with intercontinental hotels corporation to manage the two hotels owned by ccf hotel services, llc. The cleveland clinic foundation entered into a management agreement with kessler rehabilitation services, inc. As part of a joint venture with hospital holdings corporation (select medical") to manage and operate three inpatient rehabilitation hospital facilities. The cleveland clinic foundation entered into a management agreement with regency hospitals, llc as part of a joint venture with select unit management, inc. (select medical") to manage and operate four long term acute care facilities.”

“Pursuant to nonprofit corporation law, there can be no shareholders or other "equity owners" of a nonprofit corporation. Management and control rights are held and exercised by the "members" of the nonprofit corporation. Ccf is an ohio nonprofit corporation and it has both members and directors. It does not have stockholders.”

“Pursuant to nonprofit corporation law, the "members" of the corporation elect the board of directors or board of trustees, and the board then conducts the affairs of the corporation. In addition, one nonprofit corporation may be the "member" of another nonprofit corporation. Ccf is an ohio nonprofit corporation and it has members who elect the directors.”

“Pursuant to nonprofit corporation law, certain decisions of the governing bodies must be approved by the members. For example, any changes to the articles of incorporation and code of regulations must be approved by a vote of the members.”

“The form 990 is reviewed by experienced and qualified members of the finance division tax department. Prior to filing, key sections of the form are reviewed with experienced and qualified members of the law department. In addition, the entire return is also reviewed with the cfo, and members of the audit committee. The paid preparer (big 4 public accounting firm) conducts an in depth review of the form. Annually, the 990 filing is discussed with the entire audit committee. Upon confirmation of successful e-filing from the irs, a copy of the final e-filed return will be made available to appropriate members of the governing body. The final e-filed return will be posted on the organization's website at www.clevelandclinic.org.”

“Board members and officers of ccf and its subsidiaries are required to complete a conflict of interest questionnaire annually. The disclosures are reviewed by staff reporting to the chief governance officer and any items that may create a conflict are brought to her attention. If there any disclosure changes during the year or a new disclosure, the policy requires that those individuals inform the chief governance officer. The board of directors audit and conflict of interest committee meets four times per year and reviews the disclosures, any proposed arrangements that may involve a potential conflict of interest, and documents its conclusions. Under the policy, the interested person may attend a meeting at the discretion of the board or committee to provide information or answer questions, but they may not be present during the final consideration or voting on the arrangements.”

“All cleveland clinic officers and significant management executive positions have their compensation reviewed in advance annually by the compensation committee of the cleveland clinic board of directors, which is vested with board-delegated powers to act on behalf of the board with respect to compensation matters. In reviewing and establishing compensation for these officers, the committee uses a process that is intended to create the presumption in regulation 53.4958-6(a) that payments of compensation to these persons constitute reasonable compensation, defined as amounts that are within the range of compensation paid by similarly situated organizations to similarly qualified persons in functionally comparable positions. In this process, no member of the committee who has a conflict of interest within the meaning of regulation 53.4958-9(c)(1)(iii) with respect to the compensation arrangement at issue is permitted to participate in the review and approval of that compensation arrangement. In establishing compensation for employed physicians for physician services, cleveland clinic participates in productivity and compensation surveys with similarly situated organizations across the u.s. In addition, cleveland clinic engages the services of an independent compensation consultant who each year provides cleveland clinic with a customized compensation report regarding physician compensation. By using this data, cleveland clinic has been able to develop market-based compensation for physician services. In establishing compensation for officers and significant management executive employees performing non-physician services, the compensation committee retains and consults with an independent compensation consultant, who prepares a customized report for the committee regarding amounts paid by similarly situated organizations to similarly qualified persons in functionally comparable positions. The committee uses the market-based data provided by the consultant, and, where appropriate, performance reviews and compensation recommendations by the chief executive officer and chief of staff, to establish marked-based compensation. After making its compensation decisions, the committee contemporaneously documents its deliberations and decisions in cleveland clinic's written or electronic books and records.”

“The most recently filed form 990 is available on the ccf website, www.clevelandclinic.org, under the "about us" section. All other documents which are required to be available to the public can be obtained upon request.”

“Ccf makes certain of its key documents available to the public on its website, www.clevelandclinic.org, under the "about cleveland clinic" section. In this section, the financial statements, annual report, community benefit report, ccf's conflict of interest policy, and corporate compliance policies are available.”

“Cleveland clinic, headquartered in cleveland, ohio, is a nonprofit, tax-exempt academic medical center that integrates clinical and hospital care with research and education. The cleveland clinic foundation is the parent of the cleveland clinic health system ("system"). Cleveland clinic was established in 1921. The system's mission statement is as follows: caring for life, researching for health and educating those who serve. Consistent with its tripartite mission, cleveland clinic's primary program services are focused on patient care provided on a charitable basis, medical research, and education of both medical professionals and the community. The founders recognized that it is in the best interest of patients to pool the talents of medical specialists to develop, teach and apply the best medical techniques. This statement is not intended to identify all the activities by which the system fulfills its charitable purposes, but rather is a summary of its primary program services and contributions to the community. The system defines and measures community benefit (including financial assistance) using the catholic health association ("cha") community benefit model, which recommends reporting community benefit on a cost basis. Using this model, in 2024 cleveland clinic and its affiliates provided $1.49 billion in benefits to the communities served. The community benefit that the system provides includes patient care provided on a charitable basis, research, education, medicaid shortfall, subsidized health services, and community outreach programs. The current community benefit report is available at www.clevelandclinic.org. I. Patient care the system is a world-renowned provider of healthcare services that attracted patients from across the united states and from 178 other countries in 2024. As of december 31, 2024, the system operates 21 hospitals and is the leading provider of healthcare services in northeast ohio. 15 of the hospitals are operated in the northeast ohio area, anchored by the cleveland clinic foundation. The system operates 22 outpatient family health centers, nine ambulatory surgery centers, as well as numerous physician offices, which are located throughout northeast ohio, and specialized cancer centers in sandusky and mansfield, ohio. In florida, the system operates five hospitals, and a clinic located throughout southeast florida, outpatient family health centers in port st. Lucie, stuart and west palm beach, an outpatient family health and ambulatory surgery center in coral springs and numerous physician offices located throughout southeast florida. In addition, the system operates a health and wellness center and a sports medicine clinic in toronto, canada and a specialized neurological clinical center in las vegas, nevada. Pursuant to agreements, the system also provides management services for ashtabula county medical center, located in ashtabula, ohio, and cleveland clinic abu dhabi, a multispecialty hospital offering critical and acute care services that is part of m42 health's network of healthcare facilities located in abu dhabi, united arab emirates. The system is dedicated to the communities it serves striving to provide compassionate, high-quality healthcare to all who need it; and supporting programs and initiatives that improve the health and well-being of our communities. Through its financial assistance efforts and as a leading medicaid provider in ohio, cleveland clinic provides healthcare to those who otherwise could not afford it. In 2024, cleveland clinic recorded 1,227 total staffed beds, 135,005 emergency visits, 95,087 surgical cases, 54,792 admissions, and more than 14 million total clinic visits. It is the policy of the system to treat all patients with compassion, dignity and respect, regardless of their race, creed, or ability to pay. After years of planning, in 2024 the system implemented a new operating model that redefines how cleveland clinic organizes and administers its clin”

“Ii. Research cleveland clinic's mission includes conducting research to advance biomedical science and ultimately improve patient care, prevent disease, and find cures for medical issues. The system's research activities are intended to improve patient care and the health of the public at large, by providing the latest advances in medicine directly to patients and by refining the practice of medicine through the development and promulgation of new techniques, devices, and treatment protocols. Cleveland clinic's lerner research institute ("lri") is its research institute located on the main campus and home to a complete spectrum of laboratory-, translational-, and clinical-based research. Lri has approximately 235 faculty-level scientists organized in the following departments: biomedical engineering, cancer biology, cardiovascular and metabolic sciences, computational life sciences, genomic medicine, immunotherapy & precision immuno-oncology, infection biology, inflammation and immunity, neurosciences, ophthalmic research, quantitative health sciences, and translational hematology and oncology research. Lri is one of the leading nih-funded research institutes in the united states and has spearheaded numerous advances in the diagnosis and treatment of complex medical problems. Scientists and their teams are pursuing a wide range of biomedical questions at lri, including those related to cardiovascular, cancer, neurological, musculoskeletal, and metabolic diseases. Altogether, 1,917 scientists and support personnel work at lri. This includes approximately 260 research fellows, 200 graduate students and 240 undergraduate students. In addition to basic pre-clinical research, the cleveland clinic, its affiliates, and employed physicians participate or are primary investigators in many clinical trials. In 2024, cleveland clinic was involved in 3,655 active institutional review board approved human subjects' research studies. The ongoing collaboration between physician investigators and study volunteers is central to testing the safety and effectiveness of drugs and medical procedures and helps to set the standards for patient care. Research at cleveland clinic is funded by external sources, such as federal grants, but is also substantially supported by the clinic's own internal resources. In 2024, cleveland clinic provided community benefit in research at a subsidized cost of more than $147.3 million, which is net of grants and other external funding of $243.0 million. Iii. Education on its main campus, cleveland clinic operates a medical school and related research institute. The primary focus of cleveland clinic lerner college of medicine of case western reserve university (the "lerner college of medicine") is the teaching and training of medical students who have a particular interest in research. Many cleveland clinic physicians serve as faculty for the lerner college of medicine, furthering the integration of clinical care with research and education. The lerner college of medicine currently provides all students with full tuition scholarships. In addition to training the nation's future doctors, cleveland clinic sponsors a wide range of high-quality medical education training throughout the health system including accredited training programs for nurses and health science professionals. The system devotes substantial resources to education programs, which, in 2024, provided a net community benefit of $357.9 million. These educational activities ensure residents and patients in all the system's communities receive the highest standard of medical care and have trained health professionals to care for them in the future. Some of these education programs include: -graduate medical education: cleveland clinic maintains one of the largest graduate medical education programs in the country. In 2024, 1,148 residents and fellows trained in 89 accredited training programs, approved by the accreditation council for graduate medical educa”

“Iv. Additional community benefit patient care provided on a charitable basis, research, and education described above are integral components of the community benefit the system annually reports to the community. The other components of the cleveland clinic's community benefit are: medicaid shortfall the system is a leading provider of medicaid services in ohio. In many states, including ohio, medicaid payments have not been sufficient to cover the cost of treating medicaid beneficiaries. In 2024, the health system's unpaid medicaid costs were $608.1 million (this figure includes an hcap assessment of $7.2 million). Subsidized health services in addition to financial assistance and costs not covered by medicaid payments, another clinical community benefit category is "subsidized health services." these services yield low or negative margins but are needed in the community. Cleveland clinic provided subsidized health services in 2024 at a cost of $8.8 million. Community outreach programs the system is actively engaged in a broad array of community outreach programs, providing or contributing to outreach activities for a total net community benefit of $7.5 million, partially offset by external funding. Excluding $34m in offsetting reimbursements received from fema for covid-19 activities in prior years. These programs are designed to serve the vulnerable and at-risk populations, as well as the broader population in our communities. Our responsive outreach programs range from free wellness initiatives, health screenings, clinical services, education, and youth workforce development to enrollment assistance for government-funded health programs. Outreach programs address documented health needs of our communities, align with our community health needs assessments and fall into three main categories: community health services, cash and in-kind donations, and community building. In 2024, some highlights included: -wellness initiatives to residents, schools and community-based organizations in the areas of disease prevention, personal safety, behavioral health, stress management, nutrition improvement and exercise. -community farmers markets, urban gardens, drive-through food distribution events and food pantries provided access to fresh local products, nutritional guidance and supplemental food programs to address food insecurity issues. -no-cost clinical care to under- and uninsured families at community sites, including langston hughes health & education center in the fairfax neighborhood. Care includes multigenerational wellness classes, cancer screening and chronic disease management services. -collaborative initiatives with community nonprofit organizations and local governments addressed critical population issues. Taskforce strategies focused on eliminating lead exposure in homes and childcare centers, decreasing substance use disorders and overdose deaths, and increasing child and maternal health. -workforce development programs conducted for middle school and high school students to enhance graduation rates, pursue secondary education and obtain employment. Local workforce readiness programs initiated in hospital communities. - supported a women's addiction treatment and recovery center, to address safe housing and infant/maternal health, including an expanded center. -connecting patients with health and social organizations to reduce barriers to care through the unite us program. Providing community health workers (chws) to bridge healthcare and community support. -expanding access to mental health, vision and primary care services to local youth through school-based programs. V. Conclusion the purpose of the system is to benefit humanity through the efficient, effective, and ethical practice of medicine, by advancing scientific investigation and medical education, by maintaining the highest standards of quality, and by fostering creativity and innovation.”

“Donated capital and assets released from restrictions for capital purposes 37,496,197. Gifts and bequests 189,945,780. Transfers of net assets 492,420,527. Net investment income 70,167,779. Net assets released from restrictions for operations -130,758,028. Retirement benefits adjustment 780,223. Equity transfers & other transfers 8,531,095.”

“The prior period adjustment in the amount of $272,239,446 is due to various entities that converted and are now included into the cleveland clinic foundation.”