Manor Care, Inc. (Form: 8-K)

Contact:
Geoffrey G. Meyers, Chief Financial Officer
419/252-5545
e-mail: gmeyers@hcr-manorcare.com

TOLEDO, Ohio, October 22, 2004 — Manor Care, Inc. (NYSE:HCR) today announced third-quarter earnings per diluted share of 45 cents, which includes unusual expenses related to debt reduction that were partly offset by a positive Medicaid reimbursement catch-up and a lower quarterly tax rate. This compares to 35 cents per share in the 2003 third quarter.

Third-quarter net income was $39 million, compared with $31 million in the 2003 third quarter. Revenues increased 6 percent to $807 million, despite divesting 12 skilled nursing centers and four assisted living centers during the first nine months of 2004.

For the nine months, revenues were $2.4 billion, compared to $2.2 billion for the first nine months of 2003. Net income was $120 million, or $1.35 per diluted share, compared with $81 million, or 89 cents per share, a year ago.

Earnings per share in the 2004 third quarter were affected by costs amounting to $11.2 million, or 8 cents per share, related to the company’s successful tender for $100 million of its bonds, and a retroactive Medicaid reimbursement increase in Pennsylvania to July 2003 providing a $5.6 million catch-up payment, or 4 cents per share. The increase also provided the company with a 2.6 percent higher Medicaid rate beginning this quarter in Pennsylvania, the state with the largest number of company facilities. In addition, a resolution in prior years’ estimated tax liability

Manor Care’s Board of Directors declared a quarterly cash dividend on the company’s common stock of 14 cents per share, which is payable on November 22, 2004 to shareholders of record on November 8, 2004.

Paul A. Ormond, Manor Care chairman, president and CEO, said, “Our third-quarter results are testament to our ongoing commitment to the fundamentals of our growth strategies. Occupancy of 89 percent in our skilled nursing centers remained around its five-year high, and our quality mix of Medicare, private pay and managed care/insurance revenues improved two percentage points from a year ago, aided by increased Medicare census and a mix shift to higher acuity patients.

“Our emphasis on providing care for those with complex medical conditions and in need of intensive rehabilitation has increased our Medicare revenues for our skilled nursing centers more than 20 percent through the first nine months. Our hospice revenues have increased 27 percent for the nine-month period, which has driven our combined hospice and home health care business to an annual revenue run rate of more than $385 million.

“Our Medicaid rate increases this year have been consistent with our expectations, and for the 2004 third quarter average rates were up over 4 percent from the year-ago quarter, excluding the retroactive increase in Pennsylvania. We continued to manage our costs, with labor rate increases steady in the 4-1/2 percent to 5 percent range. Costs related to patient liability claims remained stable, and our efforts to gain further tort reform continued to be intensive on both a state and federal level.

“Once again, we generated significant cash during the quarter, and net cash flow from operations of $280 million through the first nine months enabled us to repurchase nearly $110 million of our shares, pay down $100 million of debt through a debt tender, pay our quarterly dividends, and invest more than $60 million in acquisitions and facility expansions.” Manor Care opened a new nursing center during the quarter, acquired

a rehabilitation therapy clinic and a hospice and home health care operation, and completed a nursing center expansion. Two new skilled nursing centers are under construction, and 16 nursing center expansions are ongoing. In addition, in September, the company and its joint venture partners began converting a Manor Care Oklahoma skilled nursing center into a long-term acute care hospital (LTACH). Two nursing centers were sold during the quarter, and the lease for a third center was transferred.

“We have been successful by emphasizing fundamentals — growing occupancy, managing costs, leveraging our market presence and capabilities, and generating the cash to finance growth, enhance shareholder value and maintain our strong balance sheet,” Mr. Ormond said. “We remain optimistic that this emphasis, combined with encouraging market trends, is the key to ongoing success.”

At 9:00 a.m. Eastern Time today, Manor Care will hold a conference call to discuss the company’s results and performance for the 2004 third quarter. The toll-free number for the call is 1-888-634-8435. Callers to this number will be able to listen to the company’s discussion and have the opportunity to ask questions. The call will also be webcast live in the Investor Information section of Manor Care’s website www.hcr-manorcare.com. For those unable to listen to the call live, a taped rebroadcast will be available beginning two hours after completion of the live call. To access the rebroadcast, dial 1-800-642-1687. The conference ID number is 1163754. This rebroadcast will be available until midnight, October 28. A recording of the call will also be available on Manor Care’s website for 90 days.

Manor Care, Inc., through its operating group HCR Manor Care, is the leading owner and operator of long-term care centers in the United States. The company’s 61,000 employees provide high-quality care for patients, residents and clients through a network of more than 500 skilled nursing centers, assisted living facilities, outpatient rehabilitation clinics, and hospice and home health care offices. Alliances and other

ventures supply high-quality pharmaceutical products and management services for professional organizations. The company operates primarily under the respected Heartland, ManorCare and Arden Courts names. Manor Care is committed to being the preeminent care provider in the industry. Shares are traded on the New York Stock Exchange under the ticker symbol HCR.

Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of federal law. Such forward-looking statements reflect management’s beliefs and assumptions and are based on information currently available to management. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the company to differ materially from those expressed or implied in such statements. Such factors are identified in the public filings made by the company with the Securities and Exchange Commission and include changes in the health care industry because of political and economic influences, changes in regulations governing the industry, changes in reimbursement levels including those under the Medicare and Medicaid programs, changes in the competitive marketplace, and changes in current trends in the cost and volume of general and professional liability claims. There can be no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements.


	Three months ended Sept. 30,						Nine months ended Sept. 30,
	2004			2003			2004			2003
				(In thousands, except per share amounts)
Revenues	$	806,818		$	761,279		$	2,403,291		$	2,242,385
Expenses
Operating		663,403			638,235			1,982,518			1,882,746
General and administrative		34,045			36,649			101,942			113,995
Depreciation and amortization		31,943			32,058			95,966			95,595

		729,391			706,942			2,180,426			2,092,336

Income before other income (expenses) and
income taxes		77,427			54,337			222,865			150,049
Other income (expenses):
Interest expense		(10,150	)		(10,842	)		(32,117	)		(31,034	)
Early extinguishment of debt		(11,162	)					(11,162	)
Gain on sale of assets		1,696			1,731			3,371			4,054
Equity in earnings of affiliated companies		1,765			2,090			5,662			5,230
Interest income and other		278			307			1,195			1,439

Total other expenses, net		(17,573	)		(6,714	)		(33,051	)		(20,311	)

Income before income taxes		59,854			47,623			189,814			129,738
Income taxes		20,779			16,584			69,514			48,652

Net income	$	39,075		$	31,039		$	120,300		$	81,086

Earnings per share:
Basic	$	.45		$	.35		$	1.38		$	.90
Diluted	$	.45		$	.35		$	1.35		$	.89
Weighted-average shares:
Basic		86,158			88,060			87,250			90,272
Diluted		87,591			89,720			88,848			91,532
Cash dividends declared per common share	$	.14		$	.125		$	.42		$	.125


	September 30,		December 31,
	2004		2003
	(In thousands)
Cash	$	25,786	$	86,251
Other current assets		510,431		499,148
Property and equipment		1,517,079		1,514,250
Other		295,166		297,062

Total assets	$	2,348,462	$	2,396,711

Current liabilities	$	418,596	$	387,502
Long-term debt		554,599		659,181
Other long-term liabilities		405,647		374,923
Shareholders’ equity		969,620		975,105

Total liabilities and shareholders’ equity	$	2,348,462	$	2,396,711

Shares outstanding		86,532		89,014
YTD shares repurchased $108.2 million		3,363


	Quarter ended September 30,
	2004			2003
Occupancy		89	%		88	%
Revenue allocation:
Private and other		33	%		35	%
Medicare		36	%		32	%
Medicaid		31	%		33	%
Quality Mix		69	%		67	%
Per Diems:
Private and other (excluding assisted living)	$	200.45		$	190.34
Private and other (assisted living)	$	113.95		$	104.72
Medicare	$	338.60		$	311.98
Medicaid	$	136.64		$	131.04
Number of Facilities:
Skilled nursing facilities		282			293
Assisted living facilities:
Springhouses		12			16
Arden Courts		54			54

Total		66			70

Number of Beds:
Skilled nursing facilities		38,973			40,815
Assisted living facilities		5,079			5,459
Outpatient therapy clinics		88			94
Hospice and home health offices		94			89
Skilled nursing facility wage rate increases
third quarter 2004 to 2003		5	%
Cash flow from operations (in millions)	$	87		$	61
Capital Expenditures (in millions):
Maintenance and renovations	$	25		$	22
New construction	$	9		$	6


Delaware	1-10858	34-1687107
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

333 N. Summit Street, Toledo, Ohio		43604-2617
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Manor Care, Inc.

October 22, 2004	By:	Geoffrey G. Meyers

		Name: Geoffrey G. Meyers
		Title: Executive Vice President and Chief Financial Officer


Exhibit No.		Description

99.1		Press Release dated October 22, 2004 issued by Manor Care, Inc.


Date of Report (Date of Earliest Event Reported):		October 22, 2004


Registrant’s telephone number, including area code:		419-252-5500