2025-11-04T13:18:28-06:00 2024-12-31 135565207 KPMG LLP 1300 SW 15TH AVENUE SUITE 3800 PORTLAND OR 97201 990 2024-01-01 463264330 HEALTH PLAN OF CAREOREGON INC HEAL 5034164100 315 SW FIFTH AVE PORTLAND OR 97204 TERESA K LEARN CHIEF FINANCIAL OFFICER 5034161415 2025-11-04 1 0 JAMES R LANCASTER P00742579 5032216500 2025-10-28 2024 2025-03-06 01:10:19Z ERIC HUNTER 315 SW FIFTH AVE PORTLAND OR 97204 318921291 0 X WWW.CAREOREGONADVANTAGE.ORG X 2005 OR TO INSPIRE AND PARTNER TO CREATE QUALITY AND EQUITY IN INDIVIDUAL AND COMMUNITY HEALTH. 13 12 0 12 0 0 0 0 315815096 314309764 2810333 2378594 0 0 318625429 316688358 5000 0 0 0 28432699 28065734 0 0 0 288262940 371170291 316700639 399236025 1924790 -82547667 107028876 137957685 58918189 97142162 48110687 40815523 X SEE SCHEDULE O 0 0 377734912 314309764 MEDICARE PLAN - SEE SCHEDULE O 377734912 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 X 1254 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 13 12 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 OR X TERESA KENNEDY LEARN CFO 5034161415 315 SW FIFTH AVE PORTLAND OR 97204 DAMIEN R HALL BOARD CHAIR 1.00 3.00 X X 0 0 0 SUSAN M HENNESSY BOARD VICE CHAIR 1.00 3.00 X X 0 0 0 KERRY BARNETT BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 ANDREW MCCULLOCH BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 HYOSUK RHEE BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 TAEKYUNG HAN BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 WOODRUFF J ENGLISH II BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 LARRY GAINES DIDWAY JR BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 JACQUELINE MERCER BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 JONATHAN PAUL BETLINSKI BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 TINA EDLUND BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 KIM HELLER BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 ERIC C HUNTER CEO,PRESIDENT & BOARD OF DIRECTORS 6.77 33.23 X X 0 882380 48391 TERESA K LEARN CFO, BOARD TREASURER 6.38 33.62 X 0 439961 53621 JEREMIAH RIGSBY CHIEF OF STAFF & SECRETARY 7.96 32.04 X 0 294869 33365 AMIT R SHAH CHIEF MEDICAL OFFICER 5.30 34.70 X 0 633184 63954 AMY L DOWD CHIEF OPERATIONS OFFICER 6.77 33.23 X 0 476530 71425 JAMES MASON CHIEF EQUITY, DIVERSITY & INCLUSION OFFICER 5.00 35.00 X 0 352227 60860 NORA LEIBOWITZ CHIEF MEDICAID PROGRAM OFFICER 6.38 33.62 X 0 360192 53515 NATHAN CORLEY SVP, INFO SVCS/ANALYTICS 6.77 33.23 X 0 347701 51150 SAFINA F KOREISHI SR. MED. DIRECTOR, CLINICAL SERVICES 2.00 38.00 X 0 402731 56166 JOHN BISCHOF MEDICAL DIRECTOR - BEHAVIORAL HEALTH 7.67 32.33 X 0 379748 65581 MARY B ENGRAV SR MED. DIR. - BENEFIT/UTILIZATION 10.80 29.20 X 0 397827 72003 JAMES SLATER VICE PRESIDENT, PHARMACY 18.15 21.85 X 0 299836 59937 WILLIAM J KENNEDY MED. DIR. - BENEFIT/UTILIZATION 5.17 34.83 X 0 356791 73953 0 5623977 763921 0 0 1 0 CARRIE DUFFEY 327 NW 21ST AVE CAMAS WA 98607 BROKER COMMISSION 847937 PURFOODS 3210 SE CORPORATE WOODS DR ANKENY IA 50021 POST-DISCHARGE MEAL DELIVERY SERVICES 538574 STEVEN PEARSE 14830 NW MARGUERITE LN PORTLAND OR 97229 BROKER COMMISSION 258897 STEVEN RICHARDS 2334 SW 43RD STREET REDMOND OR 97756 BROKER COMMISSION 254951 BLOOM INSURANCE AGENCY 1801 S LIBERTY DR BLOOMINGTON IN 47403 CONSULTING SERVICES 223560 9 PREMIUM REVENUE 524114 314309764 314309764 314309764 2376530 2376530 2234997 2232933 2064 2064 2064 316688358 314309764 0 2378594 834915 415785 419130 19320075 10970099 8349976 2971201 1893443 1077758 3018925 2122856 896069 1920618 1241611 679007 42900 42900 74792 74792 10967569 3586772 7380797 158984 148235 10749 680456 672451 8005 631702 39 631663 5091 5091 86936 23023 63913 43476 15742 27734 471924 471924 MEMBER HEALTHCARE EXP 347476999 347476999 10529462 9167857 1361605 399236025 377734912 21501113 0 13618 2343806 59216994 20677392 27071308 10404073 7994763 70657059 43639422 2946546 21580 107028876 137957685 741390 620363 58176799 96521799 58918189 97142162 X 48110687 40815523 48110687 40815523 107028876 137957685 X -82547667 252503 75000000 X 0 1 X 1 0 X 25 25 199809085 218129991 259270182 315815096 314309764 1307334118 199809085 218129991 259270207 315815096 314309764 1307334143 0 0 0 1307334143 1581928 1555668 1168919 2810333 2376530 9493378 1581928 1555668 1168919 2810333 2376530 9493378 201391013 219685659 260439126 318625429 316686294 1316827521 0.99280 0.99250 0.00720 0.00750 X 0 MEDICAL CLAIMS PAYABLE 52555154 INTERCOMPANY LIABILITIES 7287916 PREMIUM RECOUPMENT PAYABLE 578729 PREMIUM DEFICIENCY RESERVE 36100000 96521799 X PART X, LINE 2: THE INTERNAL REVENUE SERVICE HAS RECOGNIZED HEALTH PLAN OF CAREOREGON, INC. AS EXEMPT FROM FEDERAL INCOME TAXES UNDER PROVISIONS OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE COMPANY RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE COMPANY RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN INTEREST EXPENSE AND OTHER ADMINISTRATIVE EXPENSES, RESPECTIVELY. X 1 1 X X X X 0 0 0 0 0 0 0 0 0 ERIC C HUNTER CEO,PRESIDENT & BOARD OF DIRECTORS 0 746855 0 134299 0 1226 0 29994 0 18397 0 930771 0 0 AMIT R SHAH CHIEF MEDICAL OFFICER 0 546184 0 78385 0 8615 0 30600 0 33354 0 697138 0 0 AMY L DOWD CHIEF OPERATIONS OFFICER 0 414979 0 60351 0 1200 0 30600 0 40825 0 547955 0 0 TERESA K LEARN CFO, BOARD TREASURER 0 384827 0 53573 0 1561 0 30215 0 23406 0 493582 0 0 MARY B ENGRAV SR MED. DIR. - BENEFIT/UTILIZATION 0 369988 0 26639 0 1200 0 30336 0 41667 0 469830 0 0 SAFINA F KOREISHI SR. MED. DIRECTOR, CLINICAL SERVICES 0 361797 0 38652 0 2282 0 30338 0 25828 0 458897 0 0 JOHN BISCHOF MEDICAL DIRECTOR - BEHAVIORAL HEALTH 0 336795 0 26335 0 16618 0 30600 0 34981 0 445329 0 0 WILLIAM J KENNEDY MED. DIR. - BENEFIT/UTILIZATION 0 333084 0 22507 0 1200 0 28310 0 45643 0 430744 0 0 NORA LEIBOWITZ CHIEF MEDICAID PROGRAM OFFICER 0 312828 0 46836 0 528 0 29730 0 23785 0 413707 0 0 JAMES MASON CHIEF EQUITY, DIVERSITY & INCLUSION 0 305997 0 46230 0 0 0 30428 0 30432 0 413087 0 0 NATHAN CORLEY SVP, INFO SVCS/ANALYTICS 0 312364 0 34137 0 1200 0 33719 0 17431 0 398851 0 0 JAMES SLATER VICE PRESIDENT, PHARMACY 0 262145 0 29703 0 7988 0 27326 0 32611 0 359773 0 0 JEREMIAH RIGSBY CHIEF OF STAFF & SECRETARY 0 257001 0 36668 0 1200 0 24428 0 8937 0 328234 0 0 PART I, LINE 1A RELATED ORGANIZATION CAREOREGON, INC. REIMBURSED LIFESTYLE SPENDING AND WELLNESS SPENDING FOR ERIC HUNTER, AMIT SHAH, AMY DOWD, TERESA LEARN, NORA LEIBOWITZ, JEREMIAH RIGSBY, MARY ENGRAV, SAFINA KOREISHI, NATHAN CORLEY & JAMES SLATER, WILLIAM KENNEDY IN THE AMOUNT OF $1,200, $805, $1,200, $1,200, $528, $1,200, $1,200, $2,282, $1,200, $1,200 & $1,200 RESPECTIVELY. THIS REIMBURSEMENT WAS INCLUDED AS TAXABLE COMPENSATION TO THESE PARTIES. FORM 990, PART III, LINE 1 TAX-EXEMPT PURPOSE AND MISSION OF HEALTH PLAN OF CAREOREGON HEALTH PLAN OF CAREOREGON IS A HEALTHCARE SERVICE CONTRACTOR INCORPORATED AND DOMICILED IN THE STATE OF OREGON, AND IS REGULATED BY THE STATE OF OREGON DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, DIVISION OF FINANCIAL REGULATION. WE CREATED CAREOREGON ADVANTAGE PLUS AS A SPECIAL NEEDS MEDICARE ADVANTAGE PRESCRIPTION DRUG PLAN (SNP PLAN) THAT IS ORGANIZED TO BENEFIT MEDICAID AND MEDICARE DUALLY ELIGIBLE MEMBERS IN SIX COUNTIES IN OREGON. WE PROVIDE MANAGED CARE SERVICES TO APPROXIMATELY 18,000 MEMBERS. WE PROVIDE HEALTH BENEFITS THROUGH OUR CONTRACTED NETWORK OF HOSPITALS, PARTICIPATING PHYSICIANS, AND OTHER HEALTHCARE ORGANIZATIONS AND OPERATE UNDER ANNUAL CONTRACTS WITH THE CENTERS FOR MEDICARE AND MEDICAID SERVICES (CMS), WHICH PAYS A RISK ADJUSTED RATE PER MEMBER. OUR SNP PLAN COORDINATES MEDICARE, OREGON HEALTH PLAN (MEDICAID) AND PRESCRIPTION DRUG BENEFITS FOR THE CONVENIENCE OF OUR MEMBERS, PROVIDING MEDICAID BENEFITS PLUS ALL OF THE BENEFITS OF ORIGINAL MEDICARE WITH NO MONTHLY PREMIUM AND $0 COPAYS. CAREOREGON (THE PARENT) IS A MEDICAID MANAGED HEALTHCARE PLAN THAT PROVIDES HEALTHCARE SERVICES TO MEMBERS WHO ARE ENROLLED IN THE OREGON HEALTH PLAN, WHICH IS ADMINISTERED BY THE OREGON HEALTH AUTHORITY (OHA) OF THE STATE OF OREGON'S DEPARTMENT OF HUMAN SERVICES. THE PARENT IS A STATE OF OREGON CHARITABLE NONPROFIT PUBLIC BENEFIT CORPORATION ORGANIZED AND OPERATED EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, AND SCIENTIFIC PURPOSES, INCLUDING, FOR SUCH PURPOSES, MAKING DISTRIBUTIONS TO ORGANIZATIONS THAT QUALIFY AS EXEMPT ORGANIZATIONS. CAREOREGON'S MISSION IS TO INSPIRE AND PARTNER TO CREATE QUALITY AND EQUITY IN INDIVIDUAL AND COMMUNITY HEALTH. CAREOREGON PROVIDES MANAGED CARE SERVICES TO OVER 550,000 OREGONIANS. HEALTH PLAN OF CAREOREGON MAINTAINS A MANAGEMENT SERVICES AGREEMENT WITH THE PARENT. UNDER THE TERMS OF THIS MANAGEMENT SERVICES AGREEMENT, WE UTILIZE THE PARENT'S PERSONNEL, OFFICE SPACE, EQUIPMENT, COMPUTER SYSTEMS, SOFTWARE, AND OPERATING METHODOLOGIES TO MANAGE OUR BUSINESS. PART III, LINE 4 STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS MEDICARE PLAN: HEALTH PLAN OF CAREOREGON ADMINISTERS A SNP PLAN, WHICH PROVIDES CONTINUITY OF COVERAGE FOR MEMBERS WHO ARE DUALLY ELIGIBLE FOR MEDICARE AND MEDICAID. THE CONTINUITY BENEFITS BOTH PATIENTS AND PROVIDERS BY ENSURING A COORDINATED AND CONVENIENT MEANS OF RECEIVING AND DELIVERING QUALITY CARE. EXAMPLES OF BENEFITS OFFERED BY OUR SNP PLAN ARE AS FOLLOWS: - CAREOREGON ADVANTAGE CARECARD FOR OTC ITEMS AND SUPPLEMENTAL DENTAL - EYE EXAMS, GLASSES AND LENSES EVERY YEAR - GYM MEMBERSHIP AND HOME FITNESS KITS - MEAL DELIVERY SERVICE AFTER HOSPITAL, REHAB OR SKILLED NURSING FACILITY DISCHARGE - 24/7 NURSE ADVISE LINE - PART D VACCINES AND MAINTENANCE DRUGS - REWARDS FOR COMPLETING HEALTHY ACTIVITIES PART IV, LINE 12/12A CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024, AN AUDIT WAS PERFORMED BY AN INDEPENDENT AUDITOR FOR THE CONSOLIDATED CAREOREGON GROUP WHICH INCLUDES CAREOREGON, INC., HEALTH PLAN OF CAREOREGON, INC., 900 S. HOLLADAY DR, LLC, COLUMBIA PACIFIC CCO, LLC, JACKSON COUNTY CCO, LLC, HOUSECALL PROVIDERS SERVICES LLC, HOUSECALL PROVIDERS, PC, AND CAREOREGON FOUNDATION. IN ADDITION, A STATUTORY AUDIT WAS PERFORMED ON HEALTH PLAN OF CAREOREGON, INC. ON A STANDALONE BASIS FOR THE PURPOSE OF REGULATORY FILING FOR THE YEAR ENDED DECEMBER 31, 2024. FORM 990, PART V, LINE 2A THE OFFICERS AND DIRECTORS DID NOT RECEIVED COMPENSATION FROM HEALTH PLAN OF CAREOREGON, INC.; INSTEAD, THEIR COMPENSATION WAS PROVIDED BY CAREOREGON, INC. (THE PARENT). FORM 990, PART VI, SECTION B, LINE 11B HEALTH PLAN OF CAREOREGON'S FORM 990 IS PREPARED BY AN EXTERNAL ACCOUNTING FIRM, UTILIZING DATA PROVIDED BY THE CAREOREGON FINANCE DEPARTMENT. THE DRAFT UNDERGOES MULTIPLE REVIEW PROCESSES BEFORE THE FINAL DRAFT IS PRESENTED TO THE FINANCE COMMITTEE AND THE BOARD OF DIRECTORS BY THE CHIEF FINANCIAL OFFICER OR VICE PRESIDENT & CONTROLLER. EACH REVIEWER IS GIVEN SUFFICIENT TIME TO EXAMINE AND PROVIDE FEEDBACK. FINAL APPROVAL IS OBTAINED PRIOR TO ELECTRONICALLY SUBMITTED TO THE IRS BY THE EXTERNAL ACCOUNTING FIRM. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT-OF-INTEREST POLICY OF THE PARENT AND ITS AFFILIATES, WHICH INCLUDES HEALTH PLAN OF CAREOREGON, IS DISTRIBUTED TO THE BOARD MEMBERS ANNUALLY. IT APPLIES TO DIRECTORS, OFFICERS AND KEY EMPLOYEES (ON THE BASIS OF TESTS SET FORTH IN FORM 990), AND ANY OTHER INDIVIDUAL IN A POSITION TO EXERCISE SIGNIFICANT INFLUENCE OVER A DECISION HAVING MATERIAL ECONOMIC IMPACT FOR HEALTH PLAN OF CAREOREGON (COLLECTIVELY COVERED PERSONS). THE CONFLICT-OF-INTEREST POLICY IS REVIEWED AND APPROVED ANNUALLY BY THE BOARD. AN ANNUAL CONFLICT OF INTEREST DECLARATION AND INDEPENDENCE QUESTIONNAIRE IS DISTRIBUTED TO ALL COVERED PERSONS FOR CAREOREGON (THE PARENT) AND ITS AFFILIATES. THROUGH THE DISTRIBUTED DOCUMENT, EACH COVERED PERSON SIGNS AND ACKNOWLEDGES THEIR COMPLIANCE WITH THE CONFLICT-OF-INTEREST POLICY AND REPORTS FAMILY AND BUSINESS RELATIONSHIPS THAT ARE USED TO DETERMINE THE INDEPENDENCE OF A DIRECTOR PURSUANT TO THE DEFINITION AND TESTS SET FORTH IN IRS FORM 990. THE GOVERNANCE COMMITTEE REVIEWS THE RESPONSES TO THE ANNUAL QUESTIONNAIRES AND MAKES RECOMMENDATIONS TO THE FULL BOARD ON ANY RESOLUTIONS OR ACTIONS REQUIRED TO MITIGATE ANY CONFLICTS OF INTEREST. FOR 2024, THERE WERE NO CONFLICTS OF INTEREST REQUIRING RESOLUTION OR ACTIONS. AT THE BEGINNING OF EACH MEETING OF THE BOARD OF DIRECTORS, THE CHAIR ASKS ALL MEMBERS PRESENT TO DECLARE ANY CONFLICTS OF INTEREST SO THE BOARD IS UPDATED ON ANY NEW CONFLICTS THAT MAY HAVE ARISEN SINCE THE LAST ANNUAL QUESTIONNAIRE. ALL SIGNED CONFLICT OF INTEREST POLICY ACKNOWLEDGEMENTS AND INDEPENDENCE QUESTIONNAIRES ARE RETAINED AT THE PARENT'S OFFICE. IF FOR A SPECIFIC MATTER REQUIRING BOARD ACTION A CONFLICT OF INTEREST EXISTS, AS DETERMINED BY THE BOARD, AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE MEETING, DISCLOSING THE EXISTENCE OF HIS OR HER INTEREST AND SHALL DISCLOSE ALL MATERIAL FACTS. FOLLOWING THE PERSON'S DISCLOSURES AND AFTER ANY DISCUSSION WITH THE BOARD, THE INDIVIDUAL LEAVES THE MEETING WHILE THE BOARD INDEPENDENTLY DISCUSSES THE MATTER BEFORE IT VOTES ON THE PROPOSED TRANSACTION OR ARRANGEMENT INVOLVING THE CONFLICT OF INTEREST. IF THERE IS REASONABLE QUESTION ABOUT THE APPROPRIATENESS OF THE PROPOSED TRANSACTION OR ARRANGEMENT, THE CHAIR SHALL APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTIONS OR ARRANGEMENTS. AFTER EXERCISING DUE DILIGENCE, THE BOARD SHALL EVALUATE THE RESULTING ALTERNATIVES PRESENTED BY THE APPOINTED PERSON OR COMMITTEE. IF AN APPROPRIATE CONFLICT-FREE ALTERNATIVE IS NOT REASONABLY ATTAINABLE, THE BOARD SHALL DETERMINE BY MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE ORIGINAL TRANSACTION OR ARRANGEMENT IS IN HEALTH PLAN OF CAREOREGON'S BEST INTERESTS, FOR HEALTH PLAN OF CAREOREGON'S OWN BENEFIT, WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO HEALTH PLAN OF CAREOREGON, AND WHETHER THE TRANSACTION IS IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. THE BOARD SHALL THEN VOTE WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH THE EVALUATION OF THE FOREGOING. AT THE BEGINNING OF EACH MEETING OF THE BOARD OF DIRECTORS, THE CHAIR ASKS ALL MEMBERS PRESENT TO DECLARE ANY CONFLICTS OF INTEREST SO THE BOARD IS UPDATED ON ANY NEW CONFLICTS THAT MAY HAVE ARISEN SINCE THE LAST ANNUAL QUESTIONNAIRE. ALL SIGNED CONFLICT OF INTEREST POLICY ACKNOWLEDGEMENTS AND INDEPENDENCE QUESTIONNAIRES ARE RETAINED AT THE PARENT'S OFFICE. IF FOR A SPECIFIC MATTER REQUIRING BOARD ACTION, A CONFLICT OF INTEREST EXISTS, AS DETERMINED BY THE BOARD, AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE MEETING, DISCLOSING THE EXISTENCE OF HIS OR HER INTEREST AND SHALL DISCLOSE ALL MATERIAL FACTS. FOLLOWING THE PERSON'S DISCLOSURES AND AFTER ANY DISCUSSION WITH THE BOARD, THE INDIVIDUAL LEAVES THE MEETING WHILE THE BOARD INDEPENDENTLY DISCUSSES THE MATTER BEFORE IT VOTES ON THE PROPOSED TRANSACTION OR ARRANGEMENT INVOLVING THE CONFLICT OF INTEREST. IF THERE IS A REASONABLE QUESTION ABOUT THE APPROPRIATENESS OF THE PROPOSED TRANSACTION OR ARRANGEMENT, THE CHAIR SHALL APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTIONS OR ARRANGEMENTS. AFTER EXERCISING DUE DILIGENCE, THE BOARD SHALL EVALUATE THE RESULTING ALTERNATIVES PRESENTED BY THE APPOINTED PERSON OR COMMITTEE. IF AN APPROPRIATE CONFLICT- FREE ALTERNATIVE IS NOT REASONABLY ATTAINABLE, THE BOARD SHALL DETERMINE BY MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE ORIGINAL TRANSACTION OR ARRANGEMENT IS IN HEALTH PLAN OF CAREOREGON'S BEST INTERESTS, FOR HEALTH PLAN OF CAREOREGON'S OWN BENEFIT, WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO HEALTH PLAN OF CAREOREGON, AND WHETHER THE TRANSACTION IS IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. THE BOARD SHALL THEN VOTE WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH THE EVALUATION OF THE FOREGOING. FORM 990, PART VI, SECTION B, LINE 15 MARKET DATA ON THE TOTAL COMPENSATION PACKAGE FOR EXECUTIVE POSITIONS ARE PROVIDED ANNUALLY BY AN OUTSIDE INDEPENDENT COMPENSATION CONSULTANT USING COMPARABLE ORGANIZATIONS BY INDUSTRY, FOR-PROFIT AND NON-PROFIT STATUS AND SIZE BY REVENUE. THE EXECUTIVE & COMPENSATION COMMITTEE OF THE BOARD, CONSISTING OF A MAJORITY OF INDEPENDENT BOARD MEMBERS, REVIEWS MARKET DATA, EVALUATES CEO PERFORMANCE AND REVIEWS CEO RECOMMENDATIONS FOR COMPENSATION FOR OTHER EXECUTIVE OFFICERS. THE COMMITTEE PRESENTS ITS RECOMMENDATIONS FOR CEO TO THE BOARD. COMPENSATION DECISIONS ARE APPROVED BY BOARD RESOLUTION. THE BOARD REVIEWS THE COMPENSATION COMMITTEE'S RECOMMENDATION FOR THE COMPENSATION OF ALL OTHER EMPLOYEES AS PART OF THE BUDGET APPROVAL PROCESS. THE PROCESS OF DETERMINING THE COMPENSATION OF TOP MANAGEMENT OFFICIALS AND KEY OFFICERS INCLUDES A REVIEW OF AN INDEPENDENT CONSULTANT'S REPORT OF COMPARABLE SALARIES OF SIMILAR ORGANIZATIONS AND IS GUIDED BY WRITTEN COMPENSATION PRACTICES. WITH THE CEO AND ALL OTHER OFFICERS ABSENT FROM THE EXECUTIVE SESSION, THE BOARD APPROVES THE SALARY OF THE CEO. THIS COMPENSATION APPROVAL PROCESS WAS LAST UNDERTAKEN ON MARCH 15, 2025 FOR THE CEO, AND THE CEO'S RECOMMENDATIONS FOR OTHER OFFICERS. THERE IS CONTEMPORANEOUS DOCUMENTATION OF THIS PROCESS AND THE RESULTS. FORM 990, PART VI, SECTION C, LINE 19 THE TAX RETURN INFORMATION IS AVAILABLE UPON REQUEST. WHILE NO REQUIREMENT TO MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC EXISTS, HEALTH PLAN OF CAREOREGON WILL CONSIDER ALL REQUESTS FOR THESE DOCUMENTS ON A CASE-BY-CASE BASIS. FORM 990, PART XI, LINE 9: TRANSFER FROM CAREOREGON, INC. 75,000,000. CAREOREGON INC 315 SW FIFTH AVE PORTLAND OR 97204 930933975 MANAGEMENT OR 501(C)(3) LINE 10 N/A 0 HOUSECALL PROVIDERS PC 315 SW FIFTH AVE PORTLAND OR 97204 821663503 CLINICAL OR 501(C)(3) LINE 10 CAREOREGON INC 0 CAREOREGON FOUNDATION 315 SW FIFTH AVE PORTLAND OR 97204 933690037 ASSIST CAREOREGON'S MISSION THROUGH CHARITABLE MEANS OR 501(C)(3) LINE 7 CAREOREGON INC 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 0 1