##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2005
 OR
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 Commission file number: 1-10858
 Manor Care, Inc.
  Delaware
    
    34-1687107(State or other jurisdiction of
incorporation or organization)
    
    (IRS Employer
Identification No.)333 N. Summit Street, Toledo, Ohio
(Address of principal executive offices)
    
    43604-2617
(Zip Code)
 Registrants telephone number, including area code: (419) 252-5500
 þ o
 þ o
 o þ




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Manor Care, Inc.
Form 10-Q
Table of Contents
  
 PageNumberPart I. Financial InformationItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets  September 30, 2005 and December 31, 2004
    
    
    3Consolidated Statements of Income  Three and nine months ended September 30, 2005 and 2004
    
    
    4Consolidated Statements of Cash Flows  Nine months ended September 30, 2005 and 2004
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    26Part II. Other InformationItem 1. Legal Proceedings
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3. Defaults Upon Senior Securities
    
    
    27Item 4. Submission of Matters to a Vote of Security Holders
    
    
    27Item 5. Other Information
    
    
    27Item 6. Exhibits
    
    
    28Signatures
    
    
    29Exhibit Index
    
    
    30EX-10.1 Second Amendment to the Amendment and Restatement of the Equity Incentive PlanEX-31.1 Chief Executive Officer CertificationEX-31.2 Chief Financial Officer CertificationEX-32.1 906 Chief Executive Officer CertificationEX-32.2 906 Chief Financial Officer Certification
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##### Table of Contents



Part I. Financial Information
 
 Financial Statements
 Manor Care, Inc.
 
  September 30,
    
    
    December 31,2005
    
    
    2004(Unaudited)
    
    
    (Note1)(In thousands, except per share data)AssetsCurrent assets:Cash and cash equivalents
    
    $
    143,869
    
    
    $
    32,915Receivables, less allowances for doubtful
accounts of $56,153 and $54,532, respectively
    
    
    464,410
    
    
    
    425,278Prepaid expenses and other assets
    
    
    24,099
    
    
    
    24,762Deferred income taxes
    
    
    60,801
    
    
    
    57,412Total current assets
    
    
    693,179
    
    
    
    540,367Property and equipment, net of accumulated
depreciation of $848,032 and $768,915, respectively
    
    
    1,481,453
    
    
    
    1,495,152Goodwill
    
    
    100,080
    
    
    
    92,672Intangible assets, net of amortization of $3,380 and $4,499, respectively
    
    
    10,641
    
    
    
    9,099Other assets
    
    
    195,014
    
    
    
    203,408Total assets
    
    $
    2,480,367
    
    
    $
    2,340,698Liabilities And Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    104,798
    
    
    $
    102,178Employee compensation and benefits
    
    
    149,326
    
    
    
    139,900Accrued insurance liabilities
    
    
    98,287
    
    
    
    102,973Income tax payable
    
    
    69,976
    
    
    
    4,710Other accrued liabilities
    
    
    62,799
    
    
    
    49,992Long-term debt due within one year
    
    
    2,539
    
    
    
    2,501Total current liabilities
    
    
    487,725
    
    
    
    402,254Long-term debt
    
    
    854,819
    
    
    
    555,275Deferred income taxes
    
    
    104,363
    
    
    
    134,518Other liabilities
    
    
    274,251
    
    
    
    264,492Shareholders equity:Preferred stock, $.01 par value, 5 million shares authorizedCommon stock, $.01 par value, 300 million shares authorized,
111.0 million shares issued
    
    
    1,110
    
    
    
    1,110Capital in excess of par value
    
    
    350,836
    
    
    
    366,649Retained earnings
    
    
    1,298,721
    
    
    
    1,208,493Accumulated other comprehensive loss
    
    
    (1,199
    )
    
    
    (1,227
    )1,649,468
    
    
    
    1,575,025Less treasury stock, at cost (32.3 and 25.0 million shares, respectively)
    
    
    (890,259
    )
    
    
    (590,866
    )Total shareholders equity
    
    
    759,209
    
    
    
    984,159Total liabilities and shareholders equity
    
    $
    2,480,367
    
    
    $
    2,340,698
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Manor Care, Inc.
 
   Three Months Ended
    
    
    Nine Months EndedSeptember 30
    
    
    September 302005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands, except per share amounts)Revenues
    
    $
    840,279
    
    
    $
    806,818
    
    
    $
    2,553,240
    
    
    $
    2,403,291ExpensesOperating
    
    
    688,154
    
    
    
    663,403
    
    
    
    2,116,525
    
    
    
    1,982,518General and administrative
    
    
    39,673
    
    
    
    34,045
    
    
    
    116,619
    
    
    
    101,942Depreciation and amortization
    
    
    34,592
    
    
    
    31,943
    
    
    
    103,668
    
    
    
    95,966Asset impairment
    
    
    2,451
    
    
    
    
    
    
    
    2,451764,870
    
    
    
    729,391
    
    
    
    2,339,263
    
    
    
    2,180,426Income before other income (expenses) and
income taxes
    
    
    75,409
    
    
    
    77,427
    
    
    
    213,977
    
    
    
    222,865Other income (expenses):Interest expense
    
    
    (11,026
    )
    
    
    (10,150
    )
    
    
    (31,358
    )
    
    
    (32,117
    )Early extinguishment of debt
    
    
    (4,053
    )
    
    
    (11,162
    )
    
    
    (4,053
    )
    
    
    (11,162
    )Gain on sale of assets
    
    
    17,296
    
    
    
    1,696
    
    
    
    17,505
    
    
    
    3,371Equity in earnings of affiliated companies
    
    
    1,276
    
    
    
    1,765
    
    
    
    4,099
    
    
    
    5,662Interest income and other
    
    
    1,635
    
    
    
    278
    
    
    
    2,708
    
    
    
    1,195Total other income (expenses), net
    
    
    5,128
    
    
    
    (17,573
    )
    
    
    (11,099
    )
    
    
    (33,051
    )Income before income taxes
    
    
    80,537
    
    
    
    59,854
    
    
    
    202,878
    
    
    
    189,814Income taxes
    
    
    30,350
    
    
    
    20,779
    
    
    
    74,249
    
    
    
    69,514Net income
    
    $
    50,187
    
    
    $
    39,075
    
    
    $
    128,629
    
    
    $
    120,300Earnings per share:Basic
    
    $
    .61
    
    
    $
    .45
    
    
    $
    1.52
    
    
    $
    1.38Diluted
    
    $
    .60
    
    
    $
    .45
    
    
    $
    1.49
    
    
    $
    1.35Weighted-average shares:Basic
    
    
    81,699
    
    
    
    86,158
    
    
    
    84,737
    
    
    
    87,250Diluted
    
    
    83,651
    
    
    
    87,802
    
    
    
    86,482
    
    
    
    89,220Cash dividends declared per common share
    
    $
    .15
    
    
    $
    .14
    
    
    $
    .45
    
    
    $
    .42
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Manor Care, Inc.
 
   Nine Months Ended September 302005
    
    
    2004(In thousands)Operating ActivitiesNet income
    
    $
    128,629
    
    
    $
    120,300Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    103,668
    
    
    
    95,966Asset impairment
    
    
    2,451Restricted stock compensation
    
    
    4,819
    
    
    
    1,421Early extinguishment of debt
    
    
    4,053
    
    
    
    11,162Provision for bad debts
    
    
    23,388
    
    
    
    20,421Deferred income taxes
    
    
    (4,221
    )
    
    
    1,848Net gain on sale of assets
    
    
    (17,505
    )
    
    
    (3,371
    )Equity in earnings of affiliated companies
    
    
    (4,099
    )
    
    
    (5,662
    )Changes in assets and liabilities, excluding sold facilities and acquisitions:Receivables
    
    
    (67,045
    )
    
    
    (33,917
    )Prepaid expenses and other assets
    
    
    17,286
    
    
    
    11,040Liabilities
    
    
    99,225
    
    
    
    61,166Total adjustments
    
    
    162,020
    
    
    
    160,074Net cash provided by operating activities
    
    
    290,649
    
    
    
    280,374Investing ActivitiesInvestment in property and equipment
    
    
    (97,137
    )
    
    
    (122,187
    )Investment in systems development
    
    
    (1,888
    )
    
    
    (2,196
    )Acquisitions
    
    
    (7,086
    )
    
    
    (4,025
    )Proceeds from sale of assets
    
    
    27,909
    
    
    
    32,220Proceeds from sale of minority interests in consolidated entity
    
    
    
    
    
    
    2,778Net cash used in investing activities
    
    
    (78,202
    )
    
    
    (93,410
    )Financing ActivitiesProceeds from issuance of senior notes
    
    
    400,000Principal payments of long-term debt
    
    
    (101,325
    )
    
    
    (105,990
    )Net payment of convertible note hedge and warrant option transactions
    
    
    (53,800
    )Payment of financing costs and debt prepayment premium
    
    
    (13,581
    )
    
    
    (10,949
    )Purchase of common stock for treasury
    
    
    (303,571
    )
    
    
    (108,248
    )Dividends paid
    
    
    (38,401
    )
    
    
    (37,195
    )Proceeds from exercise of stock options
    
    
    9,185
    
    
    
    14,953Net cash used in financing activities
    
    
    (101,493
    )
    
    
    (247,429
    )Net increase (decrease) in cash and cash equivalents
    
    
    110,954
    
    
    
    (60,465
    )Cash and cash equivalents at beginning of period
    
    
    32,915
    
    
    
    86,251Cash and cash equivalents at end of period
    
    $
    143,869
    
    
    $
    25,786
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\

Manor Care, Inc.
 
   Note 1  Accounting Policies
 Basis of Presentation
    Lease Accounting
  6




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Comprehensive Income
  Insurance Liabilities
  Restricted Stock Accounting
  Stock-Based Compensation
  7




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Three months ended
    
    
    Nine months endedSeptember 30
    
    
    September 302005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands, except earnings per share)Net income  as reported
    
    $
    50,187
    
    
    $
    39,075
    
    
    $
    128,629
    
    
    $
    120,300Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects
    
    
    (34
    )
    
    
    (898
    )
    
    
    (10,410
    )
    
    
    (3,420
    )Net income
 pro forma
    
    $
    50,153
    
    
    $
    38,177
    
    
    $
    118,219
    
    
    $
    116,880Earnings per
share  as reported:Basic
    
    $
    .61
    
    
    $
    .45
    
    
    $
    1.52
    
    
    $
    1.38Diluted
    
    $
    .60
    
    
    $
    .45
    
    
    $
    1.49
    
    
    $
    1.35Earnings per
share  pro forma:Basic
    
    $
    .61
    
    
    $
    .44
    
    
    $
    1.40
    
    
    $
    1.34Diluted
    
    $
    .60
    
    
    $
    .43
    
    
    $
    1.36
    
    
    $
    1.31
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New Accounting Standard
   9




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Note 2  Debt
  September 30,
    
    
    December 31,2005
    
    
    2004(In thousands)Senior Notes:7.5%, due June 15, 2006 (1)(2)
    
    
    
    
    
    $
    98,0378%, due March 1, 2008 (2)
    
    $
    145,886
    
    
    
    146,8846.25%, due May 1, 2013 (1)
    
    
    199,526
    
    
    
    199,480Convertible Senior Notes:2.125%, due April 15, 2023 (3)Old Notes
    
    
    6,552
    
    
    
    6,561New Notes
    
    
    93,433
    
    
    
    93,4392.125%, due August 1, 2035
    
    
    400,000Other debt
    
    
    4,740
    
    
    
    5,099Capital lease obligations
    
    
    7,221
    
    
    
    8,276857,358
    
    
    
    557,776Less amounts due within one year
    
    
    2,539
    
    
    
    2,501Long-term debt
    
    $
    854,819
    
    
    $
    555,275
 
 (1)
    
    Net of discount(2)
    
    Net of fair value adjustment related to interest rate swap agreements(3)
    
    Interest rate increased to 2.625% from Aug. 20, 2003 through Dec. 31, 2008   10




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11




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Note 3  Stock Purchase
   12




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Note 4  Divestitures
  Note 5  Asset Impairment
  Note 6
 Revenues
  Three Months Ended
    
    
    Nine Months EndedSeptember 30
    
    
    September 302005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Skilled nursing and assisted living services
    
    $
    709,203
    
    
    $
    680,902
    
    
    $
    2,162,692
    
    
    $
    2,032,300Hospice and home health services
    
    
    99,450
    
    
    
    96,745
    
    
    
    292,263
    
    
    
    285,095Rehabilitation services
(excludes intercompany revenues)
    
    
    24,600
    
    
    
    21,192
    
    
    
    73,972
    
    
    
    63,526Other services
    
    
    7,026
    
    
    
    7,979
    
    
    
    24,313
    
    
    
    22,370$
    840,279
    
    
    $
    806,818
    
    
    $
    2,553,240
    
    
    $
    2,403,291
 Note 7  Contingencies
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Note 8  Earnings Per Share
  Three Months Ended
    
    
    Nine Months EndedSeptember 30
    
    
    September 302005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands, except earnings per share)Numerator:Numerator
for basic EPS  net income
    
    $
    50,187
    
    
    $
    39,075
    
    
    $
    128,629
    
    
    $
    120,300After-tax amount of interest expense on
Convertible Senior Notes (Old Notes)
    
    
    27
    
    
    
    27
    
    
    
    82
    
    
    
    81Numerator for diluted EPS
    
    $
    50,214
    
    
    $
    39,102
    
    
    $
    128,711
    
    
    $
    120,381Denominator:Denominator
for basic EPS  weighted-
average shares
    
    
    81,699
    
    
    
    86,158
    
    
    
    84,737
    
    
    
    87,250Effect of dilutive securities:Stock options
    
    
    1,105
    
    
    
    969
    
    
    
    1,077
    
    
    
    1,136Non-vested restricted stock
    
    
    
    
    
    
    464
    
    
    
    
    
    
    
    461Convertible Senior Notes due 2023
    
    
    789
    
    
    
    211
    
    
    
    649
    
    
    
    373Forward contract
    
    
    58
    
    
    
    
    
    
    
    19Denominator
for diluted EPS 
adjusted for weighted-average
shares and assumed conversions
    
    
    83,651
    
    
    
    87,802
    
    
    
    86,482
    
    
    
    89,220EPS:Basic
    
    $
    .61
    
    
    $
    .45
    
    
    $
    1.52
    
    
    $
    1.38Diluted
    
    $
    .60
    
    
    $
    .45
    
    
    $
    1.49
    
    
    $
    1.35
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Note 9
 Employee Benefit Plans
  Three Months Ended
    
    
    Nine Months EndedSeptember 30
    
    
    September 302005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Service cost
    
    $
    429
    
    
    $
    396
    
    
    $
    1,288
    
    
    $
    1,189Interest cost
    
    
    990
    
    
    
    986
    
    
    
    2,969
    
    
    
    2,959Expected return on plan assets
    
    
    (1,183
    )
    
    
    (1,194
    )
    
    
    (3,550
    )
    
    
    (3,583
    )Amortization of unrecognized transition asset
    
    
    (12
    )
    
    
    (12
    )
    
    
    (36
    )
    
    
    (36
    )Amortization of prior service cost
    
    
    490
    
    
    
    490
    
    
    
    1,471
    
    
    
    1,471Amortization of net loss
    
    
    235
    
    
    
    178
    
    
    
    705
    
    
    
    532Net pension cost
    
    $
    949
    
    
    $
    844
    
    
    $
    2,847
    
    
    $
    2,532
 Note 10  Segment Information
  16




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Long-Term
    
    
    Hospice andCare
    
    
    Home Health
    
    
    Other
    
    
    Total(In thousands)Three months ended September 30, 2005Revenues from external customers
    
    $
    709,203
    
    
    $
    99,450
    
    
    $
    31,626
    
    
    $
    840,279Intercompany revenues
    
    
    
    
    
    
    
    
    
    
    27,225
    
    
    
    27,225Depreciation and amortization
    
    
    32,808
    
    
    
    761
    
    
    
    1,023
    
    
    
    34,592Operating margin
    
    
    131,448
    
    
    
    17,437
    
    
    
    3,240
    
    
    
    152,125Three months ended September 30, 2004Revenues from external customers
    
    $
    680,902
    
    
    $
    96,745
    
    
    $
    29,171
    
    
    $
    806,818Intercompany revenues
    
    
    
    
    
    
    
    
    
    
    17,994
    
    
    
    17,994Depreciation and amortization
    
    
    30,260
    
    
    
    732
    
    
    
    951
    
    
    
    31,943Operating margin
    
    
    123,562
    
    
    
    18,067
    
    
    
    1,786
    
    
    
    143,415Nine months ended September 30, 2005Revenues from external customers
    
    $
    2,162,692
    
    
    $
    292,263
    
    
    $
    98,285
    
    
    $
    2,553,240Intercompany revenues
    
    
    
    
    
    
    
    
    
    
    72,615
    
    
    
    72,615Depreciation and amortization
    
    
    96,968
    
    
    
    2,331
    
    
    
    4,369
    
    
    
    103,668Operating margin
    
    
    382,641
    
    
    
    44,704
    
    
    
    9,370
    
    
    
    436,715Nine months ended September 30, 2004Revenues from external customers
    
    $
    2,032,300
    
    
    $
    285,095
    
    
    $
    85,896
    
    
    $
    2,403,291Intercompany revenues
    
    
    
    
    
    
    
    
    
    
    51,806
    
    
    
    51,806Depreciation and amortization
    
    
    90,928
    
    
    
    2,216
    
    
    
    2,822
    
    
    
    95,966Operating margin
    
    
    357,880
    
    
    
    53,339
    
    
    
    9,554
    
    
    
    420,773
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Results of Operations  Overview
 Federal Medicare Payment Legislation.
 Critical Accounting Policies
 General and Professional Liability.
 Workers Compensation Liability.
 18




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Results
of Operations 
 Quarter and Year-To-Date September 30, 2005 Compared with September 30, 2004
 Revenues.
   Third Quarter
    
    
    
    
    
    
    First Nine Months2005
    
    
    2004
    
    
    Increase

    
    2005
    
    
    2004
    
    
    IncreaseMedicare
    
    $
    361.13
    
    
    $
    338.60
    
    
    
    7
    %
    
    $
    356.26
    
    
    $
    335.83
    
    
    
    6
    %Medicaid
    
    $
    146.49
    
    
    $
    136.64
    
    
    
    7
    %
    
    $
    146.52
    
    
    $
    135.14
    
    
    
    8
    %Private and other (skilled only)
    
    $
    213.70
    
    
    $
    200.45
    
    
    
    7
    %
    
    $
    212.83
    
    
    $
    199.48
    
    
    
    7
    %
  19




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##### Table of Contents



Third Quarter
    
    First Nine Months2005
    
    2004
    
    2005
    
    2004Total
    
    
    88
    %
    
    
    89
    %
    
    
    88
    %
    
    
    88
    %Excluding start-up facilities
    
    
    88
    %
    
    
    89
    %
    
    
    88
    %
    
    
    88
    %Skilled nursing facilities
    
    
    89
    %
    
    
    89
    %
    
    
    89
    %
    
    
    89
    %
   Operating Expenses  Quarter.
   Operating
Expenses  First Nine Months.
 20




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General and Administrative Expenses.
  Depreciation and Amortization.
 Asset Impairment.
 Interest Expense.
 21




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Early Extinguishment of Debt.
  Gain on Sale of Assets.
 Equity in Earnings of Affiliated Companies.
 Interest Income and Other.
 Income Taxes.
  Financial
Condition  September 30, 2005 and December 31, 2004
   22




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##### Table of Contents



Liquidity and Capital Resources
 Cash Flows.
 Investing Activities.
 Debt Agreements.
   23




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##### Table of Contents



Stock Purchase.
 Cash Dividends.
  Cautionary Statement Concerning Forward-Looking Statements
   24




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##### Table of Contents



Quantitative and Qualitative Disclosures About Market Risk
   25




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##### Table of Contents



FairValueExpected Maturity Dates
    
    
    
    
    
    
    Sept. 30,2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    Thereafter
    
    
    Total
    
    
    2005(Dollars in thousands)Long-term debt:Fixed rate debt
    
    
    
    
    
    
    
    
    
    $
    150,000
    
    
    
    
    
    
    
    
    
    
    $
    699,985
    
    
    $
    849,985
    
    
    $
    908,340Average interest rate
    
    
    
    
    
    
    
    
    
    
    8.0
    %
    
    
    
    
    
    
    
    
    
    
    3.4
    %
    
    
    4.2
    %Interest
rate swaps 
fixed to variable:Notional amount
    
    
    
    
    
    
    
    
    
    $
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    100,000
    
    
    $
    4,114Pay variable rate
    
    
    
    
    
    
    
    
    
    
    L+ 5.0
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    L+ 5.0
    %Receive fixed rate
    
    
    
    
    
    
    
    
    
    
    8.0
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8.0
    %
  
 Controls and Procedures
  
 Part II. Other Information
 
 Legal Proceedings.
  26




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##### Table of Contents



Unregistered Sales of Equity Securities and Use of Proceeds.
  Total Number of
    
    
    Approximate DollarShares Purchased as
    
    
    Value of Shares thatTotal Number
    
    
    Average
    
    
    Part of Publicly
    
    
    May Yet Be Purchasedof Shares
    
    
    Price Paid
    
    
    Announced Plans or
    
    
    Under the Plans orPeriod
    
    Purchased
    
    
    per Share
    
    
    Programs (1)
    
    
    Programs (1)7/1/057/31/05
    
    
    2,733,200
    
    
    $
    37.35
    
    
    
    2,733,200
    
    
    $
    241,782,2928/1/058/31/05
    
    
    4,946,300
    
    
    $
    38.02
    
    
    
    4,946,300
    
    
    $
    53,701,7889/1/059/30/05
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    53,701,788Total
    
    
    7,679,500
    
    
    $
    37.79
    
    
    
    7,679,500
 
 (1)
    
    On July 23, 2004, the Company announced that its Board of Directors authorized management
to spend $100 million to purchase common stock through December 31, 2005, but this
authorization was utilized by July 2005. On July 22, 2005, the Company announced that its
Board of Directors authorized management to spend an additional $300 million to purchase
common stock through December 31, 2006. 
 Defaults Upon Senior Securities.
  
 Submission of Matters to a Vote of Security Holders.
  
 Other Information.
  27




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##### Table of Contents



Exhibits.
 S-K Item601 No.4.1
    
    Third Supplemental Indenture, dated as of August 5, 2005, between Manor Care of America, Inc.
and Wilmington Trust Company, Trustee (filed as Exhibit 4.1 to Manor Care, Inc.s Form 8-K
filed on August 9, 2005 and incorporated herein by reference)10.1*
    
    Second Amendment to the Amendment and Restatement of the Equity Incentive Plan, effective as
of October 6, 200531.1*
    
    Chief Executive Officer Certification31.2*
    
    Chief Financial Officer Certification32.1*
    
    Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2*
    
    Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.1
    
    Accelerated Share Repurchase Agreement, dated August 11, 2005, among Manor Care, Inc. and
J.P. Morgan Securities, Inc. as agent for JPMorgan Chase Bank, National Association, London
Branch (filed as Exhibit 99.1 to Manor Care, Inc.s Form 8-K filed on August 12, 2005 and
incorporated herein by reference)
 
 *
    
    Filed herewith. 28




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##### Table of Contents



Signatures
  Manor Care, Inc.
(Registrant)Date November 4, 2005
    
    By
    
    /s/ Geoffrey G. MeyersGeoffrey G. Meyers, Executive Vice President
and Chief Financial Officer
 29




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##### Table of Contents



Exhibit Index
 Exhibit10.1
    
    Second Amendment to the Amendment and Restatement of the Equity Incentive Plan, effective as
of October 6, 200531.1
    
    Chief Executive Officer Certification31.2
    
    Chief Financial Officer Certification32.1
    
    Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
 30