2026-05-11T09:16:56-05:00 2025-06-30 990 2024-07-01 410883623 THE DULUTH CLINIC LTD DULU 2187868364 400 E 3RD ST DULUTH MN 55805 KEVIN BOREN VICE PRESIDENT, FINANCE 2187868364 2026-05-11 0 2024 2025-03-06 01:10:19Z KRISTA SKORUPA MD 400 E 3RD ST DULUTH MN 55805 364900748 0 X WWW.ESSENTIAHEALTH.ORG X 1964 MN WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES. 12 10 1155 22 4260238 298412 415805 189084 272105507 333733278 523920 671119 4552352 5098575 277597584 339692056 1728 1798 0 0 66251737 71848379 0 0 0 185274787 229015539 251528252 300865716 26069332 38826340 137349725 136157923 610300237 568860916 -472950512 -432702993 X WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES. 0 0 200321278 278971495 THE DULUTH CLINIC, LTD. OPERATES SEVERAL RETAIL PHARMACIES SERVING BOTH PATIENTS AND NON-PATIENTS OF ESSENTIA HEALTH EAST. THE PHARMACY FILLED OVER 1.3 MILLION PRESCRIPTIONS DURING THE FISCAL YEAR ENDED JUNE 30, 2025. 68168815 1798 56326640 THE DULUTH CLINIC, LTD. IS CREATED AND ORGANIZED EXCLUSIVELY FOR CHARITABLE, RELIGIOUS, EDUCATIONAL, AND SCIENTIFIC PURPOSES TO ADVANCE THE PROMOTION OF HEALTH WITHIN ITS COMMUNITY BY PROVIDING MEDICAL SERVICES, INCLUDING CHARITABLE CARE TO PERSONS UNABLE TO PAY. THE DULUTH CLINIC, LTD. EMPLOYS APPROXIMATELY 350 FULL TIME EQUIVALENTS THAT SUPPORT ESSENTIA HEALTH EAST'S EIGHT HOSPITALS AND VARIOUS CLINICS ACROSS NORTHEASTERN MINNESOTA AND NORTHWESTERN WISCONSIN. OUR PHYSICIANS COVER A WIDE RANGE OF MEDICAL SPECIALTIES AND SUBSPECIALTIES.THE DULUTH CLINIC, LTD. OFFERS A BROAD RANGE OF OUTPATIENT SERVICES FOR ITS PATIENTS, INCLUDING SURGERY, LAB, FAMILY PRACTICE, INTERNAL MEDICINE, PEDIATRICS SERVICES, IMAGING/RADIOLOGY, HEART AND VASCULAR, ORTHOPEDICS, WEIGHT MANAGEMENT, AND REHABILITATION.THE CLINICS HAD NEARLY 71,000 ENCOUNTERS DURING THE FISCAL YEAR ENDED JUNE 30, 2025.DURING THE FISCAL YEAR ENDED JUNE 30, 2025, THE DULUTH CLINIC, LTD. PROVIDED THE FOLLOWING COMMUNITY BENEFITS: $463,000 IN CHARITY CARE, $12.9 MILLION COSTS IN EXCESS OF MEDICAID PAYMENTS, AND $22,000 IN HEALTH PROFESSION EDUCATION.ESSENTIA HEALTH IS THE PARENT ORGANIZATION OF AN INTEGRATED HEALTH SYSTEM THAT INCLUDES THIS ORGANIZATION AND ALL ENTITIES THAT ARE OWNED OR CONTROLLED, DIRECTLY OR INDIRECTLY, BY ESSENTIA HEALTH (COLLECTIVELY, THE "SYSTEM OR "ESSENTIA HEALTH"). 268490093 1 0 0 1 0 0 0 0 0 0 1 0 0 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 X 0 0 1155 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 12 10 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MN X KEVIN BOREN 2187868364 400 E 3RD ST DULUTH MN 55805 ANTHONY BURROWS MD PHYSICIAN 60.00 0.00 X 1566372 0 70200 JUSTIN HILL MD PHYSICIAN & SECTION CHAIR 60.00 0.00 X 1530644 0 70251 MICHAEL WOLZ MD PHYSICIAN & SECTION CHAIR 60.00 0.00 X 1498567 0 43353 NINGMEI HU MD PHYSICIAN 60.00 0.00 X 1215626 0 42888 DINO TERZIC MD PHYSICIAN & SECTION CHAIR 60.00 0.00 X 1196648 0 40483 TRACI MORRIS TREASURER/REL ORG CHIEF FINCL OFF 1.00 59.00 X 0 1054730 144686 BRADLEY BEARD CHIEF OPERATING OFFICER 1.00 59.00 X 0 1000148 179046 WILLIAM HEEGAARD MD FORMER PRESIDENT 0.00 23.00 X 0 975947 122346 KRISTA SKORUPA MD PRESIDENT 1.00 59.00 X 0 806396 146142 JASON SCHULTZ MD CHIEF MEDICAL OFFICER 1.00 59.00 X 287719 483724 171138 DANIEL NIKCEVICH MD FORMER PRESIDENT 58.00 2.00 X 871257 0 61115 MICHAEL WATTERS SECRETARY/REL ORG CHIEF LEGAL OFF 1.00 59.00 X 0 773128 151399 RHONDA KAZIK CHIEF NURSE EXECUTIVE 1.00 59.00 X 0 685390 133586 JANICE SCHADE SENIOR VP, OPERATIONS THRU 3/24 1.00 59.00 X 0 636028 47564 KEVIN BOREN VICE PRESIDENT, FINANCE 1.00 59.00 X 0 554813 123808 TAMMY KRITZER SENIOR VICE PRESIDENT, OPERATIONS 1.00 59.00 X 0 537081 98465 TROY DUININCK MD BD DIRECTOR/REL ORG PHYS & DIV CHAIR 0.10 59.90 X 0 547906 69761 ANNE STEPHEN MD CHIEF MEDICAL OFFICER THRU 5/24 1.00 59.00 X 200424 298679 70794 TRENT NOBLES SENIOR VP, OPERATIONS THRU 3/25 1.00 59.00 X 0 314139 71700 JAN BALDWIN MD BOARD DIRECTOR & PHYSICIAN 57.90 2.10 X 251262 6800 50172 ERIC NELSON SENIOR VICE PRESIDENT, OPERATIONS 1.00 59.00 X 0 219557 29005 THOMAS WITT MD FORMER PHYSICIAN LEADER 11.00 0.00 X 107714 0 8106 JOSEPH MIHALEK BOARD CHAIR THRU 12/24 0.10 2.00 X X 0 7800 0 THOMAS JAMAR BOARD VICE CHAIR 0.10 1.10 X X 0 6600 0 ALAN ROCK BOARD DIRECTOR THRU 12/24 0.10 1.00 X 0 6000 0 GEORGE LOBAN BOARD DIRECTOR 0.10 1.10 X 0 5600 0 ANTHONY SERTICH BOARD CHAIR 0.10 2.10 X X 0 5400 0 AMY BERGSTROM BOARD DIRECTOR 0.10 1.10 X 0 5000 0 ANTHONY YUNG BOARD DIRECTOR 0.10 1.10 X 0 3600 0 ADAM BACHAND BOARD DIRECTOR 0.10 1.10 X 0 0 0 BECKY URBANSKI BOARD DIRECTOR 0.10 1.10 X 0 0 0 NANCY ARONSON NORR BOARD DIRECTOR 0.10 1.10 X 0 0 0 SISTER BEVERLY RAWAY BOARD DIRECTOR 0.10 3.10 X 0 0 0 SISTER JEANNE ANN WEBER BOARD DIRECTOR 0.10 1.10 X 0 0 0 SISTER THERESE CARSON BOARD DIRECTOR THRU 12/24 0.10 3.00 X 0 0 0 8726233 8934466 1946008 685 1 1 0 0 4709 184375 189084 RETAIL PHARMACY 456110 278971495 278971495 OUTPATIENT REVENUES 621110 47154868 46427643 727225 ASHLAND CANCER CENTER INVESTMENT 900099 7606915 7606915 333733278 784268 784268 851201 99215 824467 239098 26734 -139883 -113149 -113149 27678140 24145127 3533013 3533013 ASHLAND CARE CENTER MSA 541900 1564857 1564857 PARKING REVENUE 812930 705 705 1565562 339692056 334570910 4260238 671824 X 1798 1798 1745 1745 60555922 58818663 1737259 2322536 2432198 -109662 5617791 4761227 856564 3350385 3234955 115430 2670 2670 664 664 102 102 4466 4466 9492414 9330842 161572 8458 8458 2601963 2527478 74485 286236 278024 8212 3878818 3767541 111277 393651 368614 25037 61406 57959 3447 4914236 4914236 5106434 4959938 146496 1889408 1865449 23959 MEDICAL SUPPLIES 158017148 158017148 UNRELATED BUSINESS INCO 42304 42304 AFFILIATE SUPPORT FEE 29394948 13457398 15937550 AFFILIATE REVENEU/EXPEN 9254737 -3886989 13141726 3665476 3573411 92065 300865716 268490093 32375623 0 1040930 24751 189383 153277 6172 20405437 27087903 7408077 7391405 15899295 17286061 12472 180 197278217 133997940 68521354 63280277 1346475 1217513 3900000 3900000 332309 300407 18293993 15509977 137349725 136157923 43313688 61438532 2478600 2273994 97178187 88774339 48434663 45855256 418895099 370518795 610300237 568860916 X -472950512 -432702993 -472950512 -432702993 137349725 136157923 X 38826340 80171 1341008 X X 0 1 X 1 1 1 X 0 0 0 0 0 0 0 0 1 102 102 0 PART II-B, LINE 1: LOBBYING ACTIVITY EXPLANATION: THE DULUTH CLINIC, LTD. PAYS DUES TO A CERTAIN ORGANIZATION RELATED TO THE INDUSTRY WHICH HAS LOBBYING EXPENSES. THE AMOUNT LISTED IS THE PERCENTAGE OF THE DUES PAID THAT WERE USED FOR LOBBYING. 2173011 2173011 168198538 109903342 58295196 2430319 1809403 620916 23422994 21552325 1870669 1053355 732870 320485 63280277 OPERATING LEASES 9906362 LEASE RECEIVABLE 5603615 15509977 PAYABLES TO RELATED TAX-EXEMPT ORGANIZATIONS 353958837 OPERATING LEASES 10201058 POST RETIREMENT BENEFIT - NON PENSION 5057515 ASSET RETIREMENT OBLIGATION FIN 47 1301041 UNCLAIMED PROPERTY 344 370518795 X X X X 1 1 0 0 0 0 0 0 1 1 ANTHONY BURROWS MD PHYSICIAN 1530969 0 0 0 35403 0 27600 0 42600 0 1636572 0 0 0 JUSTIN HILL MD PHYSICIAN & SECTION CHAIR 1528256 0 0 0 2388 0 27600 0 42651 0 1600895 0 0 0 MICHAEL WOLZ MD PHYSICIAN & SECTION CHAIR 1497232 0 0 0 1335 0 27600 0 15753 0 1541920 0 0 0 NINGMEI HU MD PHYSICIAN 1211205 0 0 0 4421 0 27600 0 15288 0 1258514 0 0 0 DINO TERZIC MD PHYSICIAN & SECTION CHAIR 1195508 0 0 0 1140 0 24405 0 16078 0 1237131 0 0 0 TRACI MORRIS TREASURER/REL ORG CHIEF FINCL OFF 0 702675 0 269075 0 82980 0 142406 0 2280 0 1199416 0 71480 BRADLEY BEARD CHIEF OPERATING OFFICER 0 644035 0 243376 0 112737 0 134559 0 44487 0 1179194 0 90640 WILLIAM HEEGAARD MD FORMER PRESIDENT 0 330418 0 136878 0 508651 0 80633 0 41713 0 1098293 0 0 KRISTA SKORUPA MD PRESIDENT 0 593854 0 210216 0 2326 0 129886 0 16256 0 952538 0 0 JASON SCHULTZ MD CHIEF MEDICAL OFFICER 287234 482166 0 0 485 1558 21429 106094 16624 26991 325772 616809 0 0 DANIEL NIKCEVICH MD FORMER PRESIDENT 865357 0 0 0 5900 0 23575 0 37540 0 932372 0 0 0 MICHAEL WATTERS SECRETARY/REL ORG CHIEF LEGAL OFF 0 506819 0 192028 0 74281 0 109834 0 41565 0 924527 0 62797 RHONDA KAZIK CHIEF NURSE EXECUTIVE 0 468896 0 189548 0 26946 0 105482 0 28104 0 818976 0 13802 JANICE SCHADE SENIOR VP, OPERATIONS THRU 3/24 0 105903 0 124911 0 405214 0 17445 0 30119 0 683592 0 22221 KEVIN BOREN VICE PRESIDENT, FINANCE 0 422051 0 86826 0 45936 0 80855 0 42953 0 678621 0 23244 TAMMY KRITZER SENIOR VICE PRESIDENT, OPERATIONS 0 363233 0 131986 0 41862 0 85264 0 13201 0 635546 0 23346 TROY DUININCK MD BD DIRECTOR/REL ORG PHYS & DIV CHAIR 0 546405 0 0 0 1501 0 27600 0 42161 0 617667 0 0 ANNE STEPHEN MD CHIEF MEDICAL OFFICER THRU 5/24 0 222571 200424 0 0 76108 39988 15608 684 14514 241096 328801 0 65980 TRENT NOBLES SENIOR VP, OPERATIONS THRU 3/25 0 246386 0 51877 0 15876 0 42232 0 29468 0 385839 0 0 JAN BALDWIN MD BOARD DIRECTOR & PHYSICIAN 249418 6800 0 0 1844 0 20737 0 29435 0 301434 6800 0 0 ERIC NELSON SENIOR VICE PRESIDENT, OPERATIONS 0 168270 0 50000 0 1287 0 28000 0 1005 0 248562 0 0 THOMAS WITT MD FORMER PHYSICIAN LEADER 101325 0 0 0 6389 0 8106 0 0 0 115820 0 6384 0 PART I, LINE 3 ESTABLISHING CEO'S COMPENSATION: ESSENTIA HEALTH, AS A RELATED ORGANIZATION, USED THE FOLLOWING METHODS TO ESTABLISH THE DULUTH CLINIC, LTD'S PRESIDENT'S COMPENSATION: A COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. PART I, LINES 4A-B SEVERANCE PAYMENT: FORMER OFFICER WILLIAM HEEGAARD, MD RECEIVED PAYMENTS TOTALING $393,086 IN CALENDAR YEAR 2024 RELATED TO A TERMINATION AGREEMENT. UNDER THE TERMS OF THE AGREEMENT, HEEGAARD WILL RECEIVE PAY TOTALING $1,095,026 AND BENEFITS TOTALING $45,337 FROM JUNE 2, 2024 TO DECEMBER 2, 2025. KEY EMPLOYEE JANICE SCHADE RECEIVED PAYMENTS TOTALING $266,083 IN CALENDAR YEAR 2024 RELATED TO A TERMINATION AGREEMENT. UNDER THE TERMS OF THE AGREEMENT, SCHADE WILL RECEIVE PAY TOTALING $576,514 AND BENEFITS TOTALING $24,526 FROM MARCH 29, 2024 TO SEPTEMBER 30, 2025. ALL OTHER INDIVIDUALS LISTED AS FORMERS IN FORM 990, PART VII, SECTION A, LINE 1A DID NOT RECEIVE A SEVERANCE PAYMENT DURING CALENDAR YEAR 2024. THESE INDIVIDUALS REMAIN EMPLOYED WITHIN ESSENTIA HEALTH AND ITS SUBSIDIARIES. SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: ESSENTIA HEALTH'S NONQUALIFIED RETIREMENT PLAN IS OFFERED TO DESIGNATED ESSENTIA HEALTH EXECUTIVES. THERE IS A MINIMUM FOUR YEAR VESTING DATE, OR VESTING IS AUTOMATIC UPON REACHING RETIREMENT AGE, DEATH, DISABILITY OR INVOLUNTARY TERMINATION WITHOUT CAUSE. BENEFITS ARE SUBJECT TO INCOME TAXES UPON VESTING AND PAYABLE FROM ESSENTIA HEALTH'S GENERAL ASSETS. REPORTED AS OTHER REPORTABLE COMPENSATION IN SCHEDULE J, PART II, COLUMN B (III), THE FOLLOWING INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A, LINE 1A RECEIVED PAYMENT OF THE VESTED BENEFIT FROM THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN DURING THE YEAR: TRACI MORRIS $78,928 BRADLEY BEARD $90,640 WILLIAM HEEGAARD, MD $112,499 MICHAEL WATTERS $62,797 RHONDA KAZIK $15,955 JANICE SCHADE $38,499 KEVIN BOREN $27,172 TAMMY KRITZER $36,428 ANNE STEPHEN, MD $65,980 THOMAS WITT, MD $6,384 REPORTED AS RETIREMENT AND OTHER DEFERRED COMPENSATION IN SCHEDULE J, PART II, COLUMN C, ESSENTIA HEALTH MADE CONTRIBUTIONS, SUBJECT TO THE VESTING TERMS, DURING THE YEAR INTO THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN ON BEHALF OF THE FOLLOWING INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A, LINE 1A: TRACI MORRIS $114,806 BRADLEY BEARD $106,959 WILLIAM HEEGAARD, MD $48,668 KRISTA SKORUPA, MD $91,234 JASON SCHULTZ, MD $85,394 MICHAEL WATTERS $84,801 RHONDA KAZIK $77,882 KEVIN BOREN $53,255 TAMMY KRITZER $60,450 ANNE STEPHEN, MD $32,992 TRENT NOBLES $42,232 ERIC NELSON $28,000 PART I, LINE 8 INITIAL CONTRACT EXCEPTION: THE DULUTH CLINIC LTD.'S CHIEF MEDICAL OFFICER, JASON SCHULTZ, MD, RECEIVED COMPENSATION DURING THE YEAR UNDER AN INITIAL EMPLOYMENT AGREEMENT SUBJECT TO THE INITIAL CONTRACT EXCEPTION. THROUGH THE ESSENTIA HEALTH EXECUTIVE COMPENSATION COMMITTEE, THIS COMPENSATION ARRANGEMENT WAS REVIEWED AND APPROVED BY INDEPENDENT PERSONS USING COMPARABILITY DATA; DELIBERATIONS AND DECISIONS WERE DOCUMENTED. A DULUTH ECONOMIC DEVELOPMENT AUTHORITY 900848286 26444CHF2 2018-11-01 704253406 SRS 2018A (SEE PART VI) 0 0 0 B CASS COUNTY ND 456002205 000000000 2020-02-18 61320000 SRS 2020A (SEE PART VI) 0 0 0 C WI HEALTH & EDU FAC AUTH 391337855 000000000 2020-02-18 13095000 SRS 2020B (SEE PART VI) 0 0 0 D DULUTH ECONOMIC DEVELOPMENT AUTHORITY 900848286 000000000 2020-02-18 116955000 SRS 2020C (SEE PART VI) 0 0 0 A 15296427 132245 15164182 2023 1 0 1 1 B 37196099 133450 37062649 2020 1 0 1 1 C 7943296 72791 7870505 2020 1 0 1 1 D 42006358 70943734 436745 70506989 2020 1 0 1 1 A 0 1 0 0 0.00500 0.00500 0 0 1 B 0 0 0 0 0.00000 0.00000 0 0 1 C 0 1 0 0 0.00100 0.00100 0 0 1 D 0 1 0 0 0.00300 0.00300 0 0 1 A 0 0 0 1 0 0 1 SEE PART VI 1 1 1 B 0 0 1 0 1 0 0 0 1 C 0 0 1 0 1 0 0 0 1 D 0 0 1 0 1 0 0 0 1 A 1 B 1 C 1 D 1 DATE REBATE COMPUTATION PERFORMED ISSUER NAME: DULUTH ECONOMIC DEVELOPMENT AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 06/30/2023 SCHEDULE K: ADDITIONAL INFORMATION/COMMENTS RELATING TO THE REPORTING OF LIABILITIES BY RELATED ORGANIZATIONS: ESSENTIA HEALTH HAS AN OBLIGATED GROUP CREATED UNDER THE MASTER TRUST INDENTURE WHICH IS COMPOSED OF THE FOLLOWING MEMBERS: ESSENTIA HEALTH, ESSENTIA HEALTH EAST, ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER, ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES, ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER, ESSENTIA HEALTH DULUTH, ESSENTIA HEALTH POLINSKY MEDICAL REHABILITATION CENTER, ESSENTIA HEALTH ST. MARY'S HOSPITAL-SUPERIOR, ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC, ST. MARY'S INNOVIS HEALTH, THE DULUTH CLINIC, LTD. AND ESSENTIA HEALTH WEST (THE "OBLIGATED GROUP MEMBERS"). THE OBLIGATED GROUP MEMBERS ARE JOINTLY AND SEVERALLY OBLIGATED ON ALL INDEBTEDNESS EVIDENCED OR SECURED BY NOTES ISSUED UNDER THE MASTER TRUST INDENTURE. SERIES 2018A: THE SERIES 2018A BONDS ARE SECURED BY NOTES ISSUED UNDER THE MASTER TRUST INDENTURE. THE OBLIGATED GROUP MEMBERS: ESSENTIA HEALTH, ESSENTIA HEALTH EAST, THE DULUTH CLINIC, LTD., ESSENTIA HEALTH DULUTH, ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER, ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER, ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES, ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC, AND ESSENTIA HEALTH WEST ARE THE CONDUIT BORROWERS OF THE SERIES 2018A BONDS. THE CONDUIT BORROWERS ESSENTIA HEALTH, ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES, ESSENTIA HEALTH DULUTH, THE DULUTH CLINIC, LTD., ESSENTIA HEALTH WEST, AND ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER HAVE RECORDED A PORTION OF THE BOND LIABILITY ON THEIR BALANCE SHEETS WHICH ARE CONSOLIDATED WITH ESSENTIA HEALTH. SERIES 2020A: THE SERIES 2020A BONDS ARE SECURED BY NOTES ISSUED UNDER THE MASTER TRUST INDENTURE. THE OBLIGATED GROUP MEMBERS: ESSENTIA HEALTH, ESSENTIA HEALTH WEST, THE DULUTH CLINIC, LTD., ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES, ESSENTIA HEALTH EAST, ESSENTIA HEALTH DULUTH, ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER, ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER, ESSENTIA HEALTH ST. MARY'S HOSPITAL-SUPERIOR, AND ESSENTIA HEALTH POLINSKY MEDICAL REHABILITATION CENTER ARE THE CONDUIT BORROWERS OF THE SERIES 2020A BONDS. THE CONDUIT BORROWERS ESSENTIA HEALTH, THE DULUTH CLINIC, LTD., ESSENTIA HEALTH WEST, ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES, AND ST. MARY'S INNOVIS HEALTH HAVE RECORDED A PORTION OF THE BOND LIABILITY ON THEIR BALANCE SHEETS WHICH ARE CONSOLIDATED WITH ESSENTIA HEALTH. SERIES 2020B: THE SERIES 2020B BONDS ARE SECURED BY NOTES ISSUED UNDER THE MASTER TRUST INDENTURE. THE OBLIGATED GROUP MEMBERS: ESSENTIA HEALTH, ESSENTIA HEALTH WEST, THE DULUTH CLINIC, LTD., ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES, ESSENTIA HEALTH EAST, ESSENTIA HEALTH DULUTH, ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER, ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER, ESSENTIA HEALTH ST. MARY'S HOSPITAL-SUPERIOR, AND ESSENTIA HEALTH POLINSKY MEDICAL REHABILITATION CENTER ARE THE CONDUIT BORROWERS OF THE SERIES 2020B BONDS. THE CONDUIT BORROWERS ESSENTIA HEALTH, THE DULUTH CLINIC, LTD., ESSENTIA HEALTH WEST, ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES, AND ST. MARY'S INNOVIS HEALTH HAVE RECORDED A PORTION OF THE BOND LIABILITY ON THEIR BALANCE SHEETS WHICH ARE CONSOLIDATED WITH ESSENTIA HEALTH. SERIES 2020C: THE SERIES 2020C BONDS ARE SECURED BY NOTES ISSUED UNDER THE MASTER TRUST INDENTURE. THE OBLIGATED GROUP MEMBERS: ESSENTIA HEALTH, ESSENTIA HEALTH WEST, THE DULUTH CLINIC, LTD., ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES, ESSENTIA HEALTH EAST, ESSENTIA HEALTH DULUTH, ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER, ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER, ESSENTIA HEALTH ST. MARY'S HOSPITAL-SUPERIOR, AND ESSENTIA HEALTH POLINSKY MEDICAL REHABILITATION CENTER ARE THE CONDUIT BORROWERS OF THE SERIES 2020C BONDS. THE CONDUIT BORROWERS ESSENTIA HEALTH, THE DULUTH CLINIC, LTD., ESSENTIA HEALTH WEST, ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES, AND ST. MARY'S INNOVIS HEALTH HAVE RECORDED A PORTION OF THE BOND LIABILITY ON THEIR BALANCE SHEETS WHICH ARE CONSOLIDATED WITH ESSENTIA HEALTH. SCHEDULE K, PART 1, COLUMN (F): DESCRIPTION OF PURPOSE: SERIES 2018A: ACQUIRE, CONSTRUCT, BUILD, AND EQUIP MEDICAL CAMPUS PROJECT IN DULUTH, MN; REFUND SERIES 2008E BONDS ISSUED MAY 2, 2008 TO REFINANCE SERIES 1997 BONDS ISSUED DECEMBER 18, 1997 TO FINANCE EQUIPMENT PURCHASES IN DULUTH, MN AND FINANCE PROPERTY ACQUISITIONS, CAPITAL IMPROVEMENTS AND EQUIPMENT PURCHASES IN NORTHERN MINNESOTA; AND REFUND SERIES 2014 BONDS ISSUED JULY 29, 2014 TO REFINANCE PRIOR NOTE USED FOR CAPITAL IMPROVEMENTS TO SKILLED NURSING FACILITY LOCATED IN DETROIT LAKES, MN AND VARIOUS CONSTRUCTION PROJECTS AND EQUIPMENT PURCHASES IN BAXTER, FRAZEE, AND PELICAN RAPIDS, MN AND FINANCE CAPITAL EXPENDITURES TO REPLACE THE CHILLER UNIT FOR ESSENTIA HEALTH VIRGINIA, RENOVATE APPROXIMATELY 118,000 SQUARE FEET OF CLINIC SPACE FOR ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC, REMODEL AND EQUIP EXISTING CLINIC SPACE IN EMILY, MN FOR ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER, AND EXPAND AND REMODEL THE IMAGING AREA IN THE EMERGENCY ROOM OF ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES' HOSPITAL. SERIES 2020A: REFUND SERIES 2008A BONDS ISSUED FEBRUARY 25, 2010 TO REOFFER BONDS ORIGINALLY ISSUED MARCH 4, 2008 TO REFINANCE A PORTION OF THE ACQUISITION OF CERTAIN ASSETS OF ESSENTIA HEALTH WEST IN CONNECTION WITH THE AFFILIATION OF ESSENTIA HEALTH WITH ESSENTIA HEALTH WEST. SERIES 2020B: REFUND SERIES 2008B BONDS ISSUED FEBRUARY 25, 2010 TO REOFFER BONDS ORIGINALLY ISSUED MARCH 4, 2008 TO REFUND SERIES 1999B BONDS ISSUED MAY 18, 1999 FOR CONSTRUCTION PROJECTS AND EQUIPMENT PURCHASES IN SUPERIOR, WI AND VARIOUS DULUTH CLINIC LOCATIONS IN NORTHWESTERN WISCONSIN. SERIES 2020C: REFUND SERIES 2008C BONDS ISSUED FEBRUARY 25, 2010 TO REOFFER BONDS ORIGINALLY ISSUED MARCH 4, 2008 TO REFUND SERIES 2004 BONDS ISSUED MARCH 19, 2004 FOR VARIOUS ACQUISITIONS, CONSTRUCTION PROJECTS, CAPITAL IMPROVEMENTS AND EQUIPMENT PURCHASES IN DULUTH, BRAINERD, AND DETROIT LAKES, MN AND REFUND SERIES 1999A BONDS ISSUED MAY 18, 1999 FOR VARIOUS ACQUISITIONS, CONSTRUCTION PROJECTS, CAPITAL IMPROVEMENTS AND EQUIPMENT PURCHASES IN BRAINERD, DETROIT LAKES AND DULUTH, MN AND VARIOUS DULUTH CLINIC SITES IN NORTHERN MINNESOTA. SCHEDULE K, PART II, LINE 3: ISSUE PRICE: THE SERIES 2018A, 2020A, 2020B AND 2020C BONDS WERE ISSUED BY THE ESSENTIA HEALTH OBLIGATED GROUP. THE ISSUE PRICE LISTED IN THE DULUTH CLINIC, LTD.'S SCHEDULE K, PART I, COLUMN (E) REPRESENTS THE ESSENTIA HEALTH OBLIGATED GROUP'S TOTAL BORROWING. SCHEDULE K, PART II, LINES 3 THROUGH 12: PROCEEDS: THE SERIES 2018A, 2020A, 2020B AND 2020C BONDS WERE ISSUED BY THE ESSENTIA HEALTH OBLIGATED GROUP. A PORTION OF THE SERIES 2018A, 2020A, 2020B AND 2020C BORROWINGS WERE ALLOCATED TO THE DULUTH CLINIC, LTD., AN ESSENTIA HEALTH OBLIGATED GROUP MEMBER. THE PROCEEDS LISTED IN THE DULUTH CLINIC, LTD.'S SCHEDULE K, PART II, LINES 3 THROUGH 12 REPRESENT THE DULUTH CLINIC, LTD.'S ALLOCATED PORTION OF THE PROCEEDS. SCHEDULE K, PART IV, LINE 5B: NAME OF PROVIDER OF GIC: NATIXIS FUNDING CORP & THE TORONTO-DOMINION BANK FORM 990, PART V, LINE 1A: 1099 REPORTING: VENDOR PAYMENTS AND FORM 1099S WERE PROCESSED THROUGH ESSENTIA HEALTH ON BEHALF OF THE LEGAL ENTITIES COMPRISING ESSENTIA HEALTH. FORM 990, PART VI, SECTION A, LINE 6 MEMBER OF ORGANIZATION: ESSENTIA HEALTH IS THE SOLE MEMBER OF THE DULUTH CLINIC, LTD. ESSENTIA HEALTH HAS RESERVED POWERS WITH RESPECT TO THE DULUTH CLINIC, LTD. AS DESCRIBED IN SCHEDULE O, PART VI, LINES 7A & 7B. FORM 990, PART VI, SECTION A, LINE 7A MEMBER WITH RIGHT TO ELECT GOVERNING BODY: THE DULUTH CLINIC, LTD.'S GOVERNING BODY CONSISTS OF THE SAME INDIVIDUALS SERVING ON ESSENTIA HEALTH EAST'S BOARD OF DIRECTORS. ESSENTIA HEALTH, AS THE SOLE MEMBER OF ESSENTIA HEALTH EAST, HAS THE POWER TO APPOINT AND REMOVE ESSENTIA HEALTH EAST'S GOVERNING BODY. FORM 990, PART VI, SECTION A, LINE 7B MEMBER WITH RIGHT TO APPROVE GOVERNING BODY DECISION: ESSENTIA HEALTH SHALL HAVE THE FOLLOWING RESERVED POWERS, FOR THE PURPOSES OF SERVING AS THE PARENT ORGANIZATION OF AN INTEGRATED HEALTH CARE NETWORK THAT INCLUDES ALL ENTITIES THAT ARE OWNED OR CONTROLLED, DIRECTLY OR INDIRECTLY, BY ESSENTIA HEALTH (COLLECTIVELY, THE "SYSTEM"): (A) STRATEGIC AND BUSINESS PLANS. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S STRATEGIC AND BUSINESS PLANS. (B) MISSION. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S MISSION, PURPOSE, AND VISION STATEMENTS. (C) DEBT. APPROVAL OF THE INCURRENCE OF DEBT AND THE CREATION OF ALL MORTGAGES, LIENS, SECURITY INTERESTS, OR OTHER ENCUMBRANCES ON THE CORPORATION'S ASSETS IN EXCESS OF THE SINGLE OR ANNUAL AGGREGATE DOLLAR LIMITS PRESCRIBED IN WRITING BY THE MEMBER'S BOARD OF DIRECTORS, AND THE AUTHORITY TO CAUSE THE CORPORATION TO PARTICIPATE IN SYSTEM BORROWING. (D) GOVERNING INSTRUMENTS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL AMENDMENTS TO THE CORPORATION'S ARTICLES OF INCORPORATION AND BYLAWS. (E) APPOINTMENT AND REMOVAL OF DIRECTORS. AUTHORITY TO APPOINT AND REMOVE ALL DIRECTORS ON THE CORPORATION'S BOARD OF DIRECTORS, WITH OR WITHOUT CAUSE. (F) MERGERS AND ACQUISITIONS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL MERGERS, CONSOLIDATIONS, AND DISSOLUTIONS OF THE CORPORATION. (G) AFFILIATIONS AND JOINT VENTURES. AUTHORITY TO CAUSE, AND TO APPROVE, ALL AFFILIATIONS, JOINT VENTURES, AND OTHER ALLIANCES WITH THIRD PARTIES BY THE CORPORATION. (H) TRANSFER OF ASSETS WITHIN THE SYSTEM. AUTHORITY TO TRANSFER THE CORPORATION'S ASSETS, INCLUDING CASH, BETWEEN AND AMONG ENTITIES WITHIN THE SYSTEM; PROVIDED, HOWEVER, THAT THE MEMBER SHALL NOT HAVE AUTHORITY TO REQUIRE THE CORPORATION TO TRANSFER ASSETS (I) THAT WOULD CAUSE IT TO BE IN DEFAULT OF ITS COVENANTS OR OBLIGATIONS UNDER ANY BOND OR OTHER FINANCING DOCUMENTS, (II) FROM THE CATHOLIC ENTITIES TO THE SECULAR ENTITIES OR FROM THE SECULAR ENTITIES TO THE CATHOLIC ENTITIES IN A MANNER OR TO AN EXTENT THAT WOULD CAUSE THE CATHOLIC ENTITIES TO BE IN VIOLATION OF THE ETHICAL AND RELIGIOUS DIRECTIVES FOR CATHOLIC HEALTH CARE SERVICES ("ERDS"), IN THE JUDGMENT OF THE LOCAL ORDINARY, OR (III) SUCH THAT MONEY GENERATED BY SERVICES AT SECULAR FACILITIES WITHIN THE SYSTEM BY PROCEDURES THAT ARE CONTRARY TO THE ERDS WOULD BE USED AT THE CATHOLIC ENTITIES OR MONEY GENERATED BY THE CATHOLIC ENTITIES WOULD BE USED IN THE PROVIDING OF SERVICES CONTRARY TO THE ERDS AT SECULAR FACILITIES WITHIN THE SYSTEM. (I) TRANSFER OF ASSETS OUTSIDE THE SYSTEM. AUTHORITY TO CAUSE, AND TO APPROVE, THE SALE, LEASE OR OTHER TRANSFER OF THE CORPORATION'S ASSETS TO PARTIES OUTSIDE OF THE SYSTEM WHEN THE ASSET'S VALUE EXCEEDS THE SINGLE OR AGGREGATE LIMITS PRESCRIBED IN WRITING BY THE MEMBER'S BOARD OF DIRECTORS. (J) SERVICES. AUTHORITY TO CAUSE, AND TO APPROVE, THE OFFERING OR DISCONTINUANCE OF SERVICES AND SERVICE LOCATIONS BY THE CORPORATION. (K) BUDGETS. APPROVAL OF THE CORPORATION'S CAPITAL AND OPERATING BUDGETS. (L) PROFESSIONAL SERVICES. SELECTION OF THE CORPORATION'S GENERAL LEGAL COUNSEL AND EXTERNAL AUDITORS. (M) CORPORATE ACQUISITIONS. AUTHORITY TO CAUSE, AND TO APPROVE, ALL CORPORATE ACQUISITIONS BY THE CORPORATION. (N) MARKETING. THE CORPORATION'S PARTICIPATION IN SYSTEM-WIDE MARKETING AND PROMOTIONAL ACTIVITIES. (O) COMPLIANCE PLANS. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S COMPLIANCE, SAFETY AND RISK MANAGEMENT PLANS. (P) QUALITY PLAN. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S QUALITY PLAN. (Q) NON-BUDGETED PURCHASES. APPROVAL OF NON-BUDGETED CAPITAL PURCHASES AND LEASES IN EXCESS OF THE SINGLE OR ANNUAL AGGREGATE DOLLAR LIMITS PRESCRIBED IN WRITING BY THE MEMBER'S BOARD OF DIRECTORS. (R) HUMAN RESOURCES. AUTHORITY TO CREATE, APPROVE AND AMEND THE CORPORATION'S HUMAN RESOURCE POLICIES AND PROCEDURES. (S) SYSTEM COMPENSATION. AUTHORITY, ON BEHALF OF THE CORPORATION, TO DEVELOP AND IMPLEMENT COMPENSATION STRATEGIES, POLICIES, AND PROCEDURES ON A SYSTEM-WIDE BASIS. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS: THE CURRENT FORM 990, INCLUDING ALL SCHEDULES, WAS REVIEWED BY MANAGEMENT AND THE GOVERNING BODY PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. THE FINANCE LEADER REVIEWED THE FORM AND SCHEDULES AND ANY QUESTIONS WERE DISCUSSED. EACH CURRENT DIRECTOR OF THE GOVERNING BODY RECEIVED A FINAL COPY OF FORM 990. FORM 990, PART VI, SECTION B, LINE 12C MONITORING AND ENFORCING CONFLICT OF INTEREST POLICY: ESSENTIA HEALTH'S COMPREHENSIVE CONFLICT OF INTEREST PROGRAM PREVENTS, DETECTS, AND RESOLVES ACTUAL CONFLICTS OF INTERESTS OR THE ACTUAL OR POTENTIAL APPEARANCE OF SUCH. FIDUCIARIES, DEFINED AS AN ESSENTIA HEALTH BOARD MEMBER/TRUSTEE, OFFICER, BOARD COMMITTEE MEMBER, SENIOR MANAGEMENT EMPLOYEE, OR ANY OTHERS CONSIDERED TO BE IN A POSITION OF INFLUENCE, ARE COVERED UNDER ESSENTIA HEALTH'S CONFLICT OF INTEREST PROGRAM. UPON INITIAL APPOINTMENT, EACH FIDUCIARY MUST COMPLETE AN INITIAL CONFLICT OF INTEREST STATEMENT AND DISCLOSURE QUESTIONNAIRE. AT THE CONCLUSION OF EACH CALENDAR YEAR, EACH FIDUCIARY MUST COMPLETE AN ANNUAL CONFLICT OF INTEREST STATEMENT AND DISCLOSURE QUESTIONNAIRE. AS NEEDED, A FIDUCIARY WILL UPDATE THEIR MOST RECENTLY COMPLETED QUESTIONNAIRE EACH TIME THE FIDUCIARY BECOMES AWARE OF A FINANCIAL INTEREST, A POTENTIAL CONFLICT, OR CHANGE TO ANY INFORMATION THAT THE FIDUCIARY PREVIOUSLY REPORTED. ESSENTIA HEALTH'S CHIEF COMPLIANCE OFFICER WILL COLLECT THE QUESTIONNAIRES AND EVALUATE THE DISCLOSURES. IF A FIDUCIARY HAS A POTENTIAL CONFLICT OF INTEREST, THE CHIEF COMPLIANCE OFFICER OR THEIR DESIGNEE MAY REQUEST ADDITIONAL INFORMATION FROM THE FIDUCIARY, THE MANAGEMENT TEAM, AND OTHERS. DURING THE EVALUATION PROCESS, THE CHIEF COMPLIANCE OFFICER MAY ALSO CONSULT WITH ESSENTIA HEALTH'S BOARD AND AUDIT COMMITTEE CHAIRS, SENIOR MANAGEMENT, LEGAL DEPARTMENT, OR APPROPRIATE REPRESENTATIVES FROM ESSENTIA HEALTH. THE CHIEF COMPLIANCE OFFICER REPORTS TO THE ESSENTIA HEALTH AUDIT COMMITTEE AND THE ESSENTIA HEALTH BOARD OF DIRECTORS ANY ACTUAL OR POTENTIAL CONFLICTS OF INTEREST DISCLOSED BY THE FIDUCIARY, ALONG WITH RECOMMENDED ACTIONS. THE ESSENTIA HEALTH BOARD OF DIRECTORS (OR DESIGNEE) WILL THEN DETERMINE WHETHER TO APPROVE THE SITUATION OR TO IMPLEMENT SPECIAL CONTROLS TO MANAGE THE POTENTIAL CONFLICT OF INTEREST. THE CHIEF COMPLIANCE OFFICER WILL THEN OFFICIALLY NOTIFY THE FIDUCIARY IN WRITING OF THE BOARD'S DECISION. THE DECISION OF WHETHER OR NOT THE DISCLOSURE CONSTITUTES A CONFLICT WILL BE AT THE ESSENTIA HEALTH BOARD OF DIRECTOR'S (OR DESIGNEE) SOLE DISCRETION, AND ITS CONCERN MUST BE THE WELFARE OF ESSENTIA HEALTH AND ITS AFFILIATE(S) AND THE ADVANCEMENT OF ITS PURPOSES. WHEN THE ESSENTIA HEALTH BOARD OF DIRECTORS (OR DESIGNEE) CONSIDERS A FIDUCIARY'S DISCLOSURE AS A CONFLICT OF INTEREST, SPECIAL CONTROLS WILL BE IDENTIFIED TO MANAGE, ELIMINATE OR REDUCE THE LIKELIHOOD AND/OR APPEARANCE OF A CONFLICT ARISING. CONTROLS MAY INCLUDE, BUT ARE NOT LIMITED TO: A. IF THE CONFLICT INVOLVES AN ON-GOING MATTER OR RELATIONSHIP, THE FIDUCIARY MUST NOT PARTICIPATE IN BOARD, BOARD COMMITTEE, OR MANAGEMENT DISCUSSIONS RELATED TO THE CONFLICT AND MUST RECUSE THEMSELVES AND, IF APPROPRIATE, WITHDRAW FROM ANY BOARD MEETING OR PORTION THEREOF WHERE THE MATTER IS BEING DISCUSSED AND DURING THE VOTE ON THE POTENTIAL CONFLICT OF INTEREST. THE FIDUCIARY MAY ANSWER QUESTIONS AT THE BOARD'S OR THE BOARD COMMITTEE'S REQUEST. B. IF THE CONFLICT INVOLVES A SPECIFIC TRANSACTION OR DECISION, THE FIDUCIARY WILL FULLY DISCLOSE THEIR INTEREST AND ALL RELATED MATERIAL FACTS. THE BOARD OR COMMITTEE OF THE BOARD WILL DETERMINE WHETHER THE CONTEMPLATED TRANSACTION MAY BE AUTHORIZED AS JUST, FAIR, AND REASONABLE TO ESSENTIA HEALTH OR ITS AFFILIATE(S). IF THE BOARD DETERMINES A CONFLICT DOES NOT EXIST, THE FIDUCIARY MAY PROCEED WITH THE TRANSACTION; HOWEVER, THEY WILL NOT BE ELIGIBLE TO VOTE ON RELATED ISSUES SHOULD THEY ARISE. IF THE BOARD DETERMINES A CONFLICT DOES EXIST, THE FIDUCIARY WILL BE NOTIFIED OF THE DECISION REGARDING WHETHER THE CONTEMPLATED TRANSACTION WILL BE AUTHORIZED AS JUST, FAIR, AND REASONABLE. FORM 990, PART VI, LINE 12: POLICY APPLIES TO DISREGARDED ENTITIES: ESSENTIA HEALTH SANDSTONE MEDICAL, LLC AND HORSESHOE SURGERY CENTER, LLC. FORM 990, PART VI, LINE 13: POLICY APPLIES TO DISREGARDED ENTITIES: ESSENTIA HEALTH SANDSTONE MEDICAL, LLC AND HORSESHOE SURGERY CENTER, LLC. FORM 990, PART VI, LINE 14: POLICY APPLIES TO DISREGARDED ENTITIES: ESSENTIA HEALTH SANDSTONE MEDICAL, LLC AND HORSESHOE SURGERY CENTER, LLC. FORM 990, PART VI, LINE 15: PROCESS APPLIES TO DISREGARDED ENTITIES: ESSENTIA HEALTH SANDSTONE MEDICAL, LLC AND HORSESHOE SURGERY CENTER, LLC. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION: THE INDEPENDENT EXECUTIVE COMPENSATION COMMITTEE OF ESSENTIA HEALTH'S BOARD OF DIRECTORS IS AUTHORIZED TO FULFILL THE BOARD'S RESPONSIBILITIES REGARDING EXECUTIVE COMPENSATION CONSISTENT WITH ESSENTIA'S MISSION, VALUES AND TAX-EXEMPT STATUS, AND THE EXECUTIVE COMPENSATION COMMITTEE'S CHARTER. THE EXECUTIVE COMPENSATION COMMITTEE MEETS AT LEAST TWICE ANNUALLY TO CARRY OUT ITS RESPONSIBILITIES, WHICH INCLUDE, BUT ARE NOT LIMITED TO, ESTABLISHING, REVIEWING AND MODIFYING, AS APPROPRIATE, REASONABLE COMPENSATION AND BENEFITS FOR DESIGNATED ESSENTIA EXECUTIVES WHO ARE OFFICERS OR KEY EMPLOYEES OF ESSENTIA OR ANY OF ITS AFFILIATES WHICH MAY BE PAID BY RELATED ORGANIZATIONS. THE EXECUTIVE COMPENSATION COMMITTEE ENGAGES QUALIFIED INDEPENDENT COMPENSATION ADVISORS TO PROVIDE OBJECTIVE AND IMPARTIAL COMPARATIVE DATA AND TO EXPRESS OPINIONS ON TOTAL COMPENSATION REASONABLENESS. THE EXECUTIVE COMPENSATION COMMITTEE MAY REQUEST ITS INDEPENDENT ADVISORS TO: MONITOR COMPARABILITY DATA AND MARKETPLACE TRENDS; MAKE APPROPRIATE RECOMMENDATIONS REGARDING SALARY RANGES; AND PERIODICALLY REVIEW THE MARKET COMPETITIVENESS OF ESSENTIA EXECUTIVE COMPENSATION PACKAGES. PRIOR TO ESTABLISHING OR ADJUSTING EXECUTIVE COMPENSATION, THE EXECUTIVE COMPENSATION COMMITTEE WILL OBTAIN AND RELY UPON APPROPRIATE DATA AS TO COMPARABILITY OF THE PROPOSED COMPENSATION OR ADJUSTMENTS. THE EXECUTIVE COMPENSATION COMMITTEE WILL ADEQUATELY DOCUMENT THE BASIS FOR ITS DETERMINATION CONCURRENTLY WITH MAKING THOSE DETERMINATIONS. THE EXECUTIVE COMPENSATION COMMITTEE MINUTES WILL INCLUDE: THE TERMS OF THE APPROVED COMPENSATION AND THE DATE APPROVED; THE EXECUTIVE COMPENSATION COMMITTEE MEMBERS PRESENT DURING THE REVIEW, DISCUSSION AND APPROVAL OF THE PROPOSED COMPENSATION AND THOSE WHO VOTED ON THE PROPOSED COMPENSATION; IDENTIFICATION OF THE COMPARABILITY DATA OBTAINED AND RELIED UPON BY THE EXECUTIVE COMPENSATION COMMITTEE AND HOW THE DATA WAS OBTAINED; ANY ACTIONS BY A MEMBER OF THE EXECUTIVE COMPENSATION COMMITTEE HAVING A CONFLICT OF INTEREST; AND DOCUMENTATION OF THE BASIS FOR THE DETERMINATION. THIS PROCESS WAS LAST UNDERTAKEN IN 2025 FOR THE DULUTH CLINIC, LTD.'S CHIEF OPERATING OFFICER, PRESIDENT, CHIEF MEDICAL OFFICER, CHIEF NURSE EXECUTIVE, AND SENIOR VICE PRESIDENTS OF OPERATIONS, AND IN 2024 FOR ITS VICE PRESIDENT OF FINANCE. FORM 990, PART VI, SECTION C, LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, & FINANCIAL STATEMENTS TO THE PUBLIC: GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). FORM 990, PART IX, LINE 24D: AFFILIATE REVENUE AND EXPENSE ALLOCATION: ESSENTIA HEALTH DULUTH, ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER, THE DULUTH CLINIC, LTD., AND ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER ALLOCATE CERTAIN REVENUES AND EXPENSES DIRECTLY TO ESSENTIA HEALTH DULUTH, ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER, THE DULUTH CLINIC, LTD., ESSENTIA HEALTH SANDSTONE, ESSENTIA HEALTH ST. MARY'S HOSPITAL-SUPERIOR, ESSENTIA HEALTH NORTHERN PINES, ESSENTIA HEALTH POLINSKY MEDICAL REHABILITATION CENTER, ESSENTIA HEALTH DEER RIVER, ESSENTIA HEALTH VIRGINIA, ESSENTIA HEALTH SURGERY CENTERS, ESSENTIA HEALTH MOOSE LAKE, ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER, AND ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC, ALL RELATED ORGANIZATIONS. NET AFFILIATE REVENUE AND EXPENSE ALLOCATIONS OF $9,254,737 INCLUDE THE FOLLOWING TYPES OF REVENUE AND EXPENSES: PATIENT REVENUE; NONPATIENT REVENUE; AMORTIZATION AND DEPRECIATION; INTEREST; PROFESSIONAL FEES; PURCHASED SERVICES; REPAIRS AND MAINTENANCE; SALARIES, WAGES, AND RELATED BENEFITS; SUPPLIES; UTILITIES; AGENCY FEES; PROVIDER AND OTHER TAXES; AND OTHER EXPENSES. FORM 990, PART XI, LINE 9: NET ASSET TRANSFERS WITH RELATED ORGANIZATIONS 1,491,914. DEFINED BENEFIT PENSION PLAN LIABILITY ADJUSTMENT -150,906. ESSENTIA HEALTH SANDSTONE MEDICAL LLC 502 E 2ND ST DULUTH MN 55805 475153885 LESSOR OF MEDICAL BUILDING DE 252288 6809804 THE DULUTH CLINIC LTD HORSESHOE SURGERY CENTER LLC THRU 13125 1542 GOLF COURSE ROAD GRAND RAPIDS MN 55744 202137172 SURGERY CENTER MN 1044430 0 THE DULUTH CLINIC LTD BRAINERD MEDICAL CENTER INC 2024 S 6TH ST BRAINERD MN 56401 371532148 CLINIC MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 BRIDGES MEDICAL CENTER 201 9TH ST W ADA MN 56510 200479568 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 DEER RIVER HEALTHCARE CENTER INC 115 10TH AVE NE DEER RIVER MN 56636 410844574 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ESSENTIA HEALTH 502 E 2ND ST DULUTH MN 55805 200360007 SUPPORTING ORG MN 501(C)(3) LINE 12C, III-FI N/A 0 ESSENTIA HEALTH ACO INC 502 E 2ND ST DULUTH MN 55805 993256474 SUPPORTING ORG DE 501(C)(3) LINE 12A, I ESSENTIA HEALTH 1 ESSENTIA HEALTH FOUNDATION 502 E 2ND ST DULUTH MN 55805 271984704 FOUNDATION MN 501(C)(3) LINE 7 ESSENTIA HEALTH 1 ESSENTIA HEALTH MOOSE LAKE 4572 COUNTY ROAD 61 MOOSE LAKE MN 55767 845099016 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ESSENTIA HEALTH SURGERY CENTERS 502 E 2ND ST DULUTH MN 55805 881577422 SURGERY CENTER MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ESSENTIA INSTITUTE OF RURAL HEALTH 502 E 2ND ST DULUTH MN 55805 271291124 RESEARCH MN 501(C)(3) LINE 4 THE DULUTH CLINIC LTD 1 FIRST CARE MEDICAL SERVICES 900 HILLIGOSS BLVD SE FOSSTON MN 56542 410706143 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 INNOVIS HEALTH LLC 1 GRACEVILLE HEALTH CENTER 115 WEST 2ND ST GRACEVILLE MN 56240 410726173 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 INNOVIS HEALTH LLC 3000 32ND AVE S FARGO ND 58103 261175213 HOSPITAL/CLINIC DE 501(C)(3) LINE 3 ESSENTIA HEALTH 1 MIDWEST MEDICAL EQUIPMENT AND SUPPLIES INC 502 E 2ND ST DULUTH MN 55805 411674021 MEDICAL EQUIPMENT MN 501(C)(3) LINE 10 ST MARY'S MEDICAL CENTER 1 NORTHERN PINES MEDICAL CENTER 5211 HWY 110 AURORA MN 55705 410841441 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 PINE MEDICAL CENTER 705 LUNDORFF DR S SANDSTONE MN 55072 411884597 HOSPITAL MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 POLINSKY MEDICAL REHABILITATION CENTER 1600 MILLER TRUNK HWY BLDG C DULUTH MN 55811 410691275 REHABILITATION SERVICES MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 SMDC MEDICAL CENTER 502 E 2ND ST DULUTH MN 55805 411878730 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ST JOSEPH'S MEDICAL CENTER 523 N 3RD ST BRAINERD MN 56401 410695602 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ST MARY'S DULUTH CLINIC HEALTH SYSTEM 502 E 2ND ST DULUTH MN 55805 411836633 SUPPORTING ORG MN 501(C)(3) LINE 12B, II ESSENTIA HEALTH 1 ST MARY'S EMS 1027 WASHINGTON AVE DETROIT LAKES MN 56501 411805811 EMERGENCY SERVICES MN 501(C)(3) LINE 10 ESSENTIA HEALTH 1 ST MARY'S HOSPITAL OF SUPERIOR 3500 TOWER AVE SUPERIOR WI 54880 411811073 HOSPITAL/CLINIC MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ST MARY'S INNOVIS HEALTH 1027 WASHINGTON AVE DETROIT LAKES MN 56501 262861321 PHARMACY MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ST MARY'S MEDICAL CENTER 402 E 2ND ST DULUTH MN 55805 410695604 HOSPITAL MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 ST MARY'S REGIONAL HEALTH CENTER 1027 WASHINGTON AVE DETROIT LAKES MN 56501 411620386 HOSPITAL/CLINIC/SKILLED NURSING FACILITY MN 501(C)(3) LINE 3 ESSENTIA HEALTH 1 BRIGHTSIDE SURGICAL LLC 401 N 9TH ST BISMARCK ND 58501 831888619 AMBULATORY SURGERY CENTER ND N/A N/A 0 0 ESSENTIA HEALTH INSURANCE SERVICES SPC LTD PO BOX 1159 GRAND CAYMAN CJ K71-1102 981829514 SELF INSURANCE CJ N/A C 1 MID DAKOTA CLNINC INC 502 E 2ND ST DULUTH MN 55805 450311334 CLINIC OPERATIONS CEASED 9/30/22 ND N/A C 1 1 0 1 1 1 0 0 0 0 0 0 0 1 0 0 1 1 1 0 ESSENTIA HEALTH E 151363 ACTUAL COSTS ESSENTIA HEALTH M 27627588 ACTUAL COSTS ESSENTIA HEALTH P 6685102 ACTUAL COSTS ESSENTIA INSTITUTE OF RURAL HEALTH R 1767360 ACTUAL COSTS PINE MEDICAL CENTER A 4941 ACTUAL COSTS PINE MEDICAL CENTER Q 240000 ACTUAL COSTS SMDC MEDICAL CENTER A 110310 ACTUAL COSTS ST MARY'S HOSPITAL OF SUPERIOR A 370641 ACTUAL COSTS SCHEDULE R, PART II, COLUMN (A): THE FOLLOWING ESSENTIA HEALTH ENTITIES HAVE A DOING BUSINESS AS NAME: LEGAL NAME; DOING BUSINESS AS NAME BRAINERD MEDICAL CENTER, INC.; ESSENTIA HEALTH BRAINERD SPECIALTY CLINIC BRIDGES MEDICAL CENTER; ESSENTIA HEALTH ADA DEER RIVER HEALTHCARE CENTER, INC.; ESSENTIA HEALTH DEER RIVER FIRST CARE MEDICAL SERVICES; ESSENTIA HEALTH FOSSTON GRACEVILLE HEALTH CENTER; ESSENTIA HEALTH HOLY TRINITY HOSPITAL INNOVIS HEALTH, LLC; ESSENTIA HEALTH WEST MIDWEST MEDICAL EQUIPMENT AND SUPPLIES, INC.; ESSENTIA HEALTH MEDICAL EQUIPMENT & SUPPLIES NORTHERN PINES MEDICAL CENTER; ESSENTIA HEALTH NORTHERN PINES PINE MEDICAL CENTER; ESSENTIA HEALTH SANDSTONE POLINSKY MEDICAL REHABILITATION CENTER; ESSENTIA HEALTH POLINSKY MEDICAL REHABILITATION CENTER SMDC MEDICAL CENTER; ESSENTIA HEALTH DULUTH ST. JOSEPH'S MEDICAL CENTER; ESSENTIA HEALTH ST. JOSEPH'S MEDICAL CENTER ST. MARY'S DULUTH CLINIC HEALTH SYSTEM; ESSENTIA HEALTH EAST ST. MARY'S EMS; ESSENTIA HEALTH EMS ST. MARY'S HOSPITAL OF SUPERIOR; ESSENTIA HEALTH ST. MARY'S HOSPITAL-SUPERIOR ST. MARY'S MEDICAL CENTER; ESSENTIA HEALTH ST. MARY'S MEDICAL CENTER ST. MARY'S REGIONAL HEALTH CENTER; ESSENTIA HEALTH ST. MARY'S-DETROIT LAKES