Legacy Health

“The Legacy articles of incorporation were amended and restated on March 20, 2025 and updates Article 5.7 to extend a director's term. The 2025 Articles add a new paragraph at the end of Article 5.7 allowing the Board, by majority vote, to extend any Director's term for up to one year after expiration. During that extension:1. The Director keeps all rights, powers, privileges and obligations, and2. The extended Director counts toward the number of voting members even if this temporarily exceeds the 18 member maximum.For the approval of such an extension, the affected Director is recused (does not vote and isnt counted for the majority). The Legacy bylaws were amended and restated on March 20, 2025 to update Article 3 & 3.3 as follows:The 2025 Bylaws add a paragraph authorizing the Board, by majority of Directors in office, to extend any Directors term for up to one (1) year after expiration. During that extension the Director retains full rights/obligations and counts toward the number of voting members even if this temporarily exceeds the stated maximum. For the extension decision, the affected Director does not vote and is not counted in determining the majority.”

“The Board of Directors includes the following members: (a) The Bishop of the Oregon Synod of the Evangelical Lutheran Church inAmerica (the Oregon Synod") or the Bishop's designee, who shall serve ex officio;(b) The Bishop of the Episcopal Diocese of Oregon (the "Episcopal Diocese")or the Bishop's designee, who shall serve ex officio;(c) One (1) person elected by the Legacy Health Board of Directors pursuant to the process set forth in the Bylaws; provided, however, that such person shall be an active member of a Lutheran congregation in the Oregon Synod ("Lutheran Director");(d) One (1) person elected by the Legacy Health Board of Directors pursuant to the process set forth in the Bylaws; provided, however, that such person shall be an active member of an Episcopal congregation in the Episcopal Diocese known to his/her parish priest, or alternatively a member of the clergy in the Episcopal Diocese ("Episcopal Director").”

“The election of Lutheran Director is subject to the approval by the Bishop of the Oregon Synod, who may object to the newly-elected director for any reason by delivering written notice to the Legacy President or the Chair of the Board of Directors no later than one week after the election. If the Bishop timely objects to the election of the new Lutheran Director, the election will be ineffective and that person will not be a director; otherwise, if no timely objection is received, that person shall be conclusively presumed to be the Lutheran Director for his/her full term or the remainder of an unexpired term to which elected. The election of the Episcopal Director is subject to approval by the Bishop of theEpiscopal Diocese, who may object to the newly elected director for any reason by delivering written notice to the Legacy President or Chair of the Board of Directors no later than one week after the election. The election of the Episcopal Director is also subject to approval by the Standing Committee of the Episcopal Diocese, who may object to the newly elected director only on the grounds that he/she is not an active member of an Episcopal congregation or a member of the Episcopal clergy in the Episcopal Diocese; such objection to be effected by delivering written notice to the Legacy President or Chair of the Board of Directors within five days after the next meeting of the Standing Committee or 45 days after the election, whichever isearlier. If the Bishop or Standing Committee timely object to the election of the new Episcopal Director, the election will be ineffective and that person will not be a director; otherwise, if no timely objection is received, that person shall be conclusively presumed to be the Episcopal Director for his/her full term or the remainder of an unexpired term to which elected.”

“The Legacy Board received a copy of the 990 return prior to filing. At the direction of the entire Board, the Board Compensation Committee reviewed the compensation disclosures and the Board Audit and Compliance Committee received a memorandum with a draft 990 return highlighting key areas and requesting feedback. Questions from the Board Audit and Compliance Committee are answered and changes made where appropriate. Any significant differences from the draft 990 to the final 990 return are provided to the Board Audit and Compliance Committee. Depending on the deadline for the 990 return filing and the Board Audit and Compliance Committee meeting this discussion may take place following the filing of the return.”

“The following is a summary of Legacy's policy and procedures for conflict of interest disclosure, monitoring and resolution.All Legacy employees and non-employees in leadership positions (e.g., Board members, Foundation Trustees, Medical Directors) are required to disclose potential conflicts of interest as the conflict arises. All employees are required to disclose any conflict of interest per the Standard of Conduct policy. Certain groups have annual formal disclosure requirements, Executives and non-employees in leadership positions complete the Conflict Disclosure Statement from the Standards of Conduct policy annually. Officers, Directors, Trustees, Key and Highly Compensated employees are also required to complete a questionnaire covering business relationships, business transactions with interested parties, loans and grants. Conflict Disclosure Statements and questionnaires are returned to Legacy Corporate Compliance or Tax Departments for review of the disclosure. If a conflict is disclosed, or identified through any other means, Legacy Corporate Compliance ensures that management mitigates the risk (e.g., discontinues relationship with vendor, segregates responsibilities, recuses Board member from voting in area of conflict) and that the conflict and mitigation steps are reported to the appropriate level (e.g. Audit and Compliance Committee of the Board).”

“The following describes the compensation practices of Legacy Health and its affiliates.Executive compensation for Legacy is designed to recruit, retain and motivate qualified senior leaders responsible for ensuring Legacy Health serves its mission and patients every day, and for ensuring a safe, inclusive and equitable workplace for all Legacy employees. The comprehensive compensation plan is designed for positions that have a significant impact on the high-level strategic and policy direction of Legacy and its affiliates, and are accountable for the effective day-to-day operation of the system.Base pay and total compensation (including incentive compensation) for similar positions is established at a level comparable to market compensation for healthcare organizations. External consultants are regularly used to review published compensation surveys of comparable organizations and comparable benchmark positions in the market. The Compensation Committee of the Board of Directors, none of whom is a Legacy employee, reviews the compensation for key executive positions. The Committee oversees the system's governance procedures with respect to the evaluation of reasonableness of compensation. The Committee reports to the Board in sufficient detail to enable the entire Board to take such actions as are required to obtain the rebuttable presumption of reasonableness. The Compensation Committee also reviews tax-reporting disclosures.”

“Legacy Health's audited and interim consolidated financial statements are publicly available on the Electronic Municipal Market Access(EMMA) (www.emma.msrb.org) and DAC Bond (www.dacbond.com) websites. When changes are made to the Legacy Articles or Bylaws, Legacy discloses the changes on the IRS Form 990. These documents are publicly available upon request. Other governing documents are not available to the public.”

“Change in additional minimum pension liability = -$674755”

“Interco clearing = $13053460”

“Rounding = $2”

“Transfer from foundation = -$99047”

“Legacy manages the investments for all affiliates through pooled funds which include professionally managed equity and fixed income securities in both separately managed portfolios and commingled investment accounts. Investment returns are prorated according to each affiliate's share of the pool. Legacy reports the gains or losses on the investment portfolio.”

“The number of employees reported on the W-3 is for all Legacy Health Affiliates. Legacy Health is a common pay agent for all of the affiliates and reports all employees under its EIN.”

“Total interest expense relating to tax exempt bonds for Legacy & its affiliates was $28,668,162.Entity AmountLHS 8,724,791LEHHC 14,796,668LGSMC 2,285,663LMPH 675,393LMHMC 1,151,904LSH 1,033,744 LSCH 0”