TY 2022 Form 990

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(1) JOHN GOODNOW...................................................................... DIRECTOR/CHIEF EXECUTIVE OFFICER	60.00 ................. 0.00	X	X			1,489,202	34,203
(2) GREGORY TIERNEY MD...................................................................... CHIEF MEDICAL OFFICER & EVP	19.00 ................. 41.00			X		654,721	197,703
(3) FORREST EHLINGER...................................................................... CHIEF RESOURCES OFFICER & EVP	27.00 ................. 33.00		X			648,517	169,523
(4) PAUL DOLAN MD...................................................................... CHIEF MEDICAL INFORMATION OFFICER	50.00 ................. 0.00				X	408,592	41,315
(5) CASEY BUCKINGHAM...................................................................... SENIOR VP OF HUMAN RESOURCES	50.00 ................. 0.00			X		354,500	66,899
(6) BRIDGET BRENNAN MD...................................................................... CHIEF MEDICAL OFFICER, BENEFIS MEDICAL GROUP	30.00 ................. 30.00			X		379,610	49,728
(7) BRUCE HOULIHAN...................................................................... CHIEF FINANCIAL OFFICER & SENIOR VICE PRESIDENT	50.00 ................. 0.00		X			302,260	73,061
(8) VICKIE NELSON...................................................................... CHIEF INFORMATION OFFICER	50.00 ................. 0.00			X		223,060	48,385
(9) PATTY HARRIS...................................................................... DIRECTOR REVENUE CYCLE	50.00 ................. 0.00				X	228,225	32,788
(10) JULIE WALL...................................................................... VICE PRES, QUALITY AND INFECTION CONTROL	50.00 ................. 0.00				X	211,094	35,090
(11) KACI HUSTED...................................................................... VICE PRES. SYSTEM COMMUNICATION AND BUSINESS DEVEL	50.00 ................. 0.00				X	140,398	53,491
(12) DEBBIE MCCRACKEN...................................................................... CHIEF RISK AND CORPORATE COMPLIANCE OFFICER	50.00 ................. 0.00				X	153,522	38,360
(13) BILL BOURRET...................................................................... DIRECTOR	4.00 ................. 0.00	X				1,825	0
(14) EUGENE MCALLISTER...................................................................... DIRECTOR	4.00 ................. 0.00	X				1,725	0
(15) GENE THAYER...................................................................... DIRECTOR	4.00 ................. 0.00	X				1,625	0
(16) ED BUTTREY...................................................................... CHAIR	4.00 ................. 0.00	X				981	0
(17) SHANNON HOILAND...................................................................... VICE CHAIR	4.00 ................. 0.00	X	X			0	0

(A) Name and business address	(B) Description of services	(C) Compensation
SLETTEN CONSTRUCTION PO BOX 2467 GREAT FALLS,MT59403	GENERAL CONTRACTOR	4,778,597
L' HEUREUX PAGE WERNER 15 FIFTH STREET SOUTH GREAT FALLS,MT59401	ARCHITECT/ENGINEERING FIRM	2,278,630
MANATT PHELPS & PHILLIPS 151 N FRANKLIN STREET STE 2600 CHICAGO,IL60606	LEGAL SERVICES	2,130,240
WAKEFIELD & ASSOCIATES PO BOX 50250 KNOXVILLE,TN37950	COLLECTIONS SERVICES	1,553,336
FALLS MECHANICAL 600 2ND STREET SOUTH GREAT FALLS,MT59405	GENERAL CONTRACTOR	1,218,198
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 34

- TIN:

SCHEDULE A
(Form 990)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2022

Open to Public
Inspection

Name of the organization

BENEFIS HEALTH SYSTEM INC

Employer identification number

26-3538104

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 12, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E (Form 990).)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box on lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ...............................7

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 10 above (see instructions))	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i) Name of supported organization	(ii) EIN		Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(A) BENEFIS HOSPITALS INC	810232122	3	Yes		0	69,398,988
(B) BENEFIS HOSPITALS INC	810232122	3	Yes		0	19,647,547
(C) BENEFIS MEDICAL GROUP INC	263538192	3	Yes		0	3,856,829
(D) BENEFIS COMMUNITY CARE INC	810431871	10	Yes		0	2,408,019
(E) BENEFIS COMMUNITY CARE INC	810431871	10	Yes		0	1,526,780
(F) BENEFIS COMMUNITY HOSPITALS INC	473448483	3	Yes		0	1,168,856
(G) BENEFIS COMMUNITY HOSPITALS INC	473448483	3	Yes		0	488,685
Total 7					0	98,495,704

For Paperwork Reduction Act Notice, see the Instructions for
Form 990 or 990-EZ.

Cat. No. 11285F

Schedule A (Form 990) 2022

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization failed to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2018	(b) 2019	(c) 2020	(d) 2021	(e) 2022	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) ..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2018	(b) 2019	(c) 2020	(d) 2021	(e) 2022	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support. Add lines 7 through 10

Gross receipts from related activities, etc. (see instructions) ..................

First 5 years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here ........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2022 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2020 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2022. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2021. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2022. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ............ right arrow

10%-facts-and-circumstances test—2021. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ............ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990) 2022

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2018	(b) 2019	(c) 2020	(d) 2021	(e) 2022	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose
3	Gross receipts from activities that are not an unrelated trade or business under section 513 .....
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge
6	Total. Add lines 1 through 5
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support. (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2018	(b) 2019	(c) 2020	(d) 2021	(e) 2022	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included on line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First 5 years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here................................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2022 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2021 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2022 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2021 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests-2022. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2021. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990) 2022

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked box 12a, of Part I, complete Sections A and B. If you checked box 12b, of Part I, complete Sections A and C. If you checked box 12c, of Part I, complete Sections A, D, and E. If you checked box12d, of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Yes

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer lines 3b and 3c below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked box 12a or 12b in Part I, answer lines 4b and 4c below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer lines 5b and 5c below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Yes

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described on line 7? If “Yes,” complete Part I of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons, as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined on line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined on line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

Yes

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990) 2022

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described on lines 11b and 11c below, the governing body of a supported organization?

11a

A family member of a person described on 11a above?

11b

A 35% controlled entity of a person described on line 11a or 11b above? If “Yes” to 11a, 11b, or 11c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the officers, directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Yes

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

Yes

By reason of the relationship described in line 2 above, did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer lines 2a and 2b below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described on line 2a, above constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer lines 3a and 3b below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations?If "Yes" or "No", provide details in Part VI.

Yes

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Yes

Schedule A (Form 990) 2022

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by 0.035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990) 2022

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations(continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes	1
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity	2
3 Administrative expenses paid to accomplish exempt purposes of supported organizations	3
4 Amounts paid to acquire exempt-use assets	4
5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI)	5
6 Other distributions (describe in Part VI). See instructions	6
7Total annual distributions. Add lines 1 through 6.	7
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions	8
9 Distributable amount for 2022 from Section C, line 6	9
10 Line 8 amount divided by Line 9 amount	10

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2022	(iii) Distributable Amount for 2022
1 Distributable amount for 2022 from Section C, line 6
2 Underdistributions, if any, for years prior to 2022 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2022:
a From 2017.......
b From 2018.......
c From 2019.......
d From 2020.......
e From 2021.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2022 distributable amount
i Carryover from 2017 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from line 3f.
4Distributions for 2022 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2022 distributable amount
c Remainder. Subtract lines 4a and 4b from line 4.
5 Remaining underdistributions for years prior to 2022, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions.
6 Remaining underdistributions for 2022. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions.
7 Excess distributions carryover to 2023. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2018.....
b Excess from 2019.....
c Excess from 2020.....
d Excess from 2021.....
e Excess from 2022.....

Schedule A (Form 990) (2022)

Schedule A (Form 990) 2022

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
PART I, LINE 12G:	BENEFIS HOSPITALS, INC. MANAGEMENT FEE INCOME: $69,398,988 BENEFIS HOSPITALS, INC. HEALTH PLAN BENEFITS INCOME: $19,647,547 BENEFIS MEDICAL GROUP, INC. HEALTH PLAN BENEFITS INCOME $3,856,829 BENEFIS COMMUNITY CARE, INC. MANAGEMENT FEE INCOME: $2,408,019 BENEFIS COMMUNITY CARE, INC. HEALTH PLAN BENEFITS INCOME: $1,526,780 BENEFIS COMMUNITY HOSPITALS, INC. MANAGEMENT FEE INCOME: $1,168,856 BENEFIS COMMUNITY HOSPITALS, INC. HEALTH PLAN BENEFITS INCOME: $488,685
PART IV, SECTION A, LINE 9C:	BENEFIS HEALTH SYSTEM, INC. AND TRUSTS, IRAS, AND A FAMILY MEMBER OF DIRECTORS ARE INVESTED IN A JOINT VENTURE ORGANIZED AS A PARTNERSHIP. SEE SCHEDULE L FOR MORE INFORMATION ON INTERESTS OVER 10%.
PART IV, SECTION E, LINE 3A:	BENEFIS HEALTH SYSTEM, INC. (BHS) SERVES AS THE PARENT ENTITY OF AN INTEGRATED SYSTEM OF PROVIDER ORGANIZATIONS ADDRESSING THE HEALTH NEEDS OF PERSONS THROUGHOUT NORTH CENTRAL MONTANA. BHS HOLDS VARIOUS RESERVED POWERS IN RELATION TO EACH OF THE SUPPORTED ORGANIZATIONS, INCLUDING THE AUTHORITY TO ELECT ITS BOARD OF DIRECTORS.
PART IV, SECTION E, LINE 3B:	BHS PROVIDES CERTAIN MANAGEMENT AND ADMINISTRATIVE SERVICES TO ITS SUPPORTED ORGANIZATIONS. BHS PROVIDES THESE SERVICES TO ITS SUBSIDIARY TAX-EXEMPT OPERATING ENTITIES ON A CENTRALIZED BASIS. THE SERVICES INCLUDE THE FOLLOWING: - MANAGEMENT OF HUMAN RESOURCES INCLUDING POLICIES, PRACTICES, AND BENEFITS - MANAGEMENT, PLANNING, BUDGETING AND REPORTING OF FINANCIAL OPERATIONS - MANAGEMENT OF BILLING AND COLLECTIONS POLICIES AND FUNCTIONS - MANAGEMENT OF INFORMATION TECHNOLOGY SERVICES - OVERSIGHT OF QUALITY STANDARDS, COMPLIANCE AND RISK MANAGEMENT - MANAGEMENT OF REGIONAL, COMMUNITY AND GOVERNMENT RELATIONS AND MARKETING - MANAGEMENT OF GRANTS DEVELOPMENT THE BOARD OF DIRECTORS OF BHS ALSO GENERALLY OVERSEES THE GOVERNANCE FUNCTIONS CARRIED ON BY THE BOARDS OF THE SUPPORTED ORGANIZATIONS.
PART IV, SECTION A, LINE 5A:	(I) BENEFIS COMMUNITY HOSPITAL, EIN 47-3448483 (II) BENEFIS COMMUNITY HOSPITAL IS A TAX-EXEMPT HOSPITAL ORGANIZATION WITHIN THE INTEGRATED SYSTEM THAT BENEFIS HEALTH SYSTEM IS A PARENT OF. (III) THE BOARD OF DIRECTORS OF BENEFIS HEALTH SYSTEM HAS THE AUTHORITY TO ADD, REMOVE OR SUBSTITUTE SUPPORTED ORGANIZATION TO ITS ARTICLES OF INCORPORATION. (IV) BENEFIS COMMUNITY HOSPITAL WAS ADDED AS A SUPPORTED ORGANIZATION TO THE ARTICLE OF INCORPORATION OF BENEFIS HEALTH SYSTEM.

Schedule A (Form 990) 2022

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2022

Name of the organization

BENEFIS HEALTH SYSTEM INC

Employer identification number

26-3538104

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990) (2022)

Schedule B (Form 990) (2022) Page 2

Name of organization BENEFIS HEALTH SYSTEM INC

Part I Contributors	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	,	$ RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990) (2022)

Schedule B (Form 990) (2022)

Page 3

Name of organization BENEFIS HEALTH SYSTEM INC		Employer identification number 26-3538104

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
Schedule B (Form 990) (2022)

Schedule B (Form 990) (2022)

Page 4


Name of organization BENEFIS HEALTH SYSTEM INC			Employer identification number 26-3538104
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990) (2022)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527

SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2021

Open to Public
Inspection

If the organization answered "Yes" on Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" on Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" on Form 990, Part IV, Line 5 (Proxy Tax) (see separate instructions) or Form 990-EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

BENEFIS HEALTH SYSTEM INC

Employer identification number

26-3538104

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV. See instructions for definition of “political campaign activities."

Political campaign activity expenditures. See instructions .................................................................... SchCMd Bullet

Volunteer hours for political campaign activities. See instructions ..................................................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ................................ SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ....................... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? .........................................

Yes No

Was a correction made? ......................................................................................................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities ..... SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ............................................................................................................................ SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b........... SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ...................................................................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.
1
2
3
4
5
6

For Paperwork Reduction Act Notice, see the instructions for Form 990.

Cat. No. 50084S

Schedule C (Form 990) 2021

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......................
b	Total lobbying expenditures to influence a legislative body (direct lobbying) ........................
c	Total lobbying expenditures (add lines 1a and 1b) ............................................................
d	Other exempt purpose expenditures ...............................................................................
e	Total exempt purpose expenditures (add lines 1c and 1d) ..................................................
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................................................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................................................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................................................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ...................................................................................................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2018	(b) 2019	(c) 2020	(d) 2021	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990) 2021

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each "Yes" response on lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes|No

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? ...........................................................................................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ........

Media advertisements? ...................................................................................................

Mailings to members, legislators, or the public? .............................................................................

Publications, or published or broadcast statements? ...........................................................

Grants to other organizations for lobbying purposes? ..........................................................

Direct contact with legislators, their staffs, government officials, or a legislative body? .......................

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ..................

Other activities? ...................................................................................................................

Yes

168

Total. Add lines 1c through 1i ....................................................................................................

168

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 ...........................................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 ...................

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? ........................

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ...............................................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ............................................

Did the organization agree to carry over lobbying and political expenditures from the prior year? .................................

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members ......................................................................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid).

Current year .............................................................................................................................

Carryover from last year ............................................................................................................

Total ...........................................................................................................................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ......................................................................................................................

Taxable amount of lobbying and political expenditures. See Instructions .........................................

Part IV

Supplemental Information

Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, lines 1 and 2 (see instructions), and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation
PART II-B, LINE 1:	BHS PAYS MONTANA HOSPITAL ASSOCIATION DUES OF WHICH A PORTION RELATES TO LOBBYING ACTIVITIES.

Schedule C (Form 990) 2021

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
SchDMd Bullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2021

Open to Public Inspection

Name of the organization

BENEFIS HEALTH SYSTEM INC

Employer identification number

26-3538104

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization’s property, subject to the organization’s exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements.
Complete if the organization answered "Yes" on Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 7/25/06, and not on a historic structure listed in the National Register ...	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.

If the organization elected, as permitted under FASB ASC 958, not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under FASB ASC 958, to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included on Form 990, Part VIII, line 1 ......................... SchDMd Bullet

(ii)

Assets included in Form 990, Part X ............................... SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under FASB ASC 958 relating to these items:

Revenue included on Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2021

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
c	Beginning balance .............................	1c
d	Additions during the year ............................	1d
e	Distributions during the year ..........................	1e
f	Ending balance ................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? ...

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ....

Part V

Endowment Funds.
Complete if the organization answered "Yes" on Form 990, Part IV, line 10.

		(a) Current year	(b) Prior year	(c) Two years back	(d) Three years back	(e) Four years back

1a	Beginning of year balance ....	39,626,567	35,162,047	31,860,775	27,083,798	27,946,151
b	Contributions ...	1,545,875	748,384	788,828	660,548	625,108
c	Net investment earnings, gains, and losses	-6,090,814	4,331,941	3,254,311	4,862,693	-944,441
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...	976,425	615,805	741,867	746,264	543,020
f	Administrative expenses ....
g	End of year balance ......	34,105,203	39,626,567	35,162,047	31,860,775	27,083,798

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

10.100 %

Permanent endowment SchDMd Bullet

63.200 %

Term endowment SchDMd Bullet

26.700 %

The percentages on lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) Unrelated organizations .................

3a(i)

(ii) Related organizations .................

3a(ii)

Yes

If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........

Yes

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b) Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land .....	1,549,564	15,777,771		17,327,335
b	Buildings ....		235,443,162	122,240,909	113,202,253
c	Leasehold improvements		97,903,655	58,332,676	39,570,979
d	Equipment ....		56,426,702	44,309,619	12,117,083
e	Other .....		31,764,113	6,266,075	25,498,038
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..					207,715,688

Schedule D (Form 990) 2021

Page 3

Part VII

Investments - Other Securities.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) Financial derivatives.........
(2) Closely-held equity interests........
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

Investments - Program Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	7,727,849
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2021

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1..................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d....................		2e
3	Subtract line 2e from line 1...................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.....................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference

Explanation

PART V, LINE 4:

ENDOWMENT FUNDS ARE RELATED TO BENEFIS HEALTH SYSTEM FOUNDATION, INC. THE ENDOWMENT FUNDS OF THE FOUNDATION CONSIST OF THE FOLLOWING: THE FUNDS IN THE GENERAL ENDOWMENT ARE RESTRICTED BY DONORS AS PERMANENT ENDOWMENT FUNDS BUT HAVE NO SPECIFIC RESTRICTION ON THE DISTRIBUTION OF EARNINGS. THIS DECISION IS THE RESPONSIBILITY OF THE BOARD OF DIRECTORS OF BENEFIS HEALTH SYSTEM FOUNDATION. THE PEACE HOSPICE RESIDENTIAL ENDOWMENT PROVIDES FOR THE OPERATION AND MAINTENANCE OF THE BENEFIS PEACE HOSPICE RESIDENTIAL FACILITY. BENEFIS PEACE HOSPICE IS A SERVICE OF BENEFIS HEALTH SYSTEM. THE DONOR RESTRICTED ENDOWMENT POOL HOLDS GIFTS FROM DONORS FOR PERMANENT ENDOWMENT FUNDS THAT HAVE SPECIFIC DESIGNATIONS FOR THE USE OF THE EARNINGS OF EACH FUND. THESE MAY INCLUDE FUNDS FOR PROGRAMS OR SERVICES OR SCHOLARSHIPS. BENEFIS HEALTH SYSTEM FOUNDATION ISSUES CHARITABLE GIFT ANNUITIES, DEFERRED PAYMENT CHARITABLE GIFT ANNUITIES AND HAS ESTABLISHED A GIFT ANNUITY POOL TO HOLD THESE FUNDS AS REQUIRED UNDER THE MONTANA CHARITABLE GIFT ANNUITY ACT. THE PURPOSES OF THE FUNDS IN THE POOL ARE DEFINED BY THE INDIVIDUAL ANNUITY CONTRACTS.

PART X, LINE 2:

THE ORGANIZATION COMPRISES SEVERAL CORPORATIONS THAT ARE EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE IRC, EXCEPT TO THE EXTENT OF UNRELATED BUSINESS TAXABLE INCOME AS DEFINED UNDER IRC SECTIONS 511 THROUGH 515, AND SEVERAL LIMITED LIABILITY COMPANIES. THE ORGANIZATION HAS ADOPTED ACCOUNTING FOR UNCERTAIN TAX POSITIONS, WHICH IS AN ACCOUNTING STANDARD THAT PRESCRIBES A RECOGNITION THRESHOLD AND MEASUREMENT PROCESS FOR UNCERTAIN TAX POSITIONS. THE ORGANIZATION HAD NO UNCERTAIN TAX POSITIONS AS OF DECEMBER 31, 2022 OR 2021.

Schedule D (Form 990) 2021

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Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," on Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990.
lBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2022

Open to Public
Inspection

Name of the organization
BENEFIS HEALTH SYSTEM INC

Employer identification number
26-3538104

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ........................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" on Form 990, Part IV, line 21, for any recipient

that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC section (if applicable)	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) NORTHERN TRANSIT INTERLOCAL 226 1ST ST SOUTH SHELBY,MT59474	81-6001438	GOVERNMENT	15,000	HIGHLINE TRANSPORTATION
(2) ALZHEIMERS ASSOCIATION 3010 11TH AVE NORTH BILLINGS,MT59101	13-3039601	501(C)(3)	7,500	WALK TO END ALZHEIMERS EVENT SPONSOR
(3) BENEFIS HEALTH SYSTEM FOUNDATION INC PO BOX 7008 GREAT FALLS,MT59406	81-0480587	501(C)(3)	522,812	OPERATIONS SUPPORT
(4) COMMUNITY FOOD BANK 1620 12TH AVE NORTH GREAT FALLS,MT59401	36-3540471	501(C)(3)	15,000	BACKPACK4KIDS PROGRAM
(5) COMMUNITY FOOD BANK 1620 12TH AVE NORTH GREAT FALLS,MT59401	36-3540471	501(C)(3)	8,000	DOCTORS' DAY

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................. Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2022

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" on Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a) Type of grant or assistance	(b) Number of recipients	(c) Amount of cash grant	(d) Amount of noncash assistance	(e) Method of valuation (book, FMV, appraisal, other)	(f) Description of noncash assistance

(1)
(2)
(3)
(4)
(5)
(6)
(7)

Part IV

Supplemental Information. Provide the information required in Part I, line 2; Part III, column (b); and any other additional information.

Return Reference

Explanation

PART I, LINE 2:

BENEFIS HAS A FULL-TIME GRANTS MANAGER, WHO OVERSEES INTERNAL CONTROLS. A GRANTS HANDBOOK DETAILING PROCEDURES ALONG WITH ROLES/RESPONSIBILITIES FOR BOTH PRE AND POST AWARD HAS BEEN DEVELOPED, APPROVED BY ADMINISTRATION, AND IS IN PLACE. THE GRANTS MANAGER ENSURES STAFF MEMBERS INVOLVED WITH A GRANT-FUNDED PROJECT ARE AWARE OF THESE PROCEDURES AND THEIR RESPECTIVE RESPONSIBILITIES. THE GRANTS MANAGER MONITORS ALL GRANT-RELATED ACTIVITIES TO ENSURE PROTOCOLS ARE FOLLOWED. FOR EXAMPLE, THE GRANTS MANAGER MEETS WITH THE PROJECT DIRECTOR AT LEAST MONTHLY TO REVIEW PROJECT PROGRESS ALONG WITH GOALS, ACTIVITIES, AND EXPENDITURES. THE GRANTS MANAGER ALSO MEETS WITH ACCOUNTING MONTHLY TO REVIEW THE DETAIL TRIAL BALANCE AND ENSURE GRANT CHARGES ARE APPROPRIATE PRIOR TO APPROVING DRAWING DOWN FEDERAL FUNDS. THE GRANTS MANAGER OVERSEES ALL REPORTS AND DELIVERABLES AND MAKES SURE THEY ARE SUBMITTED AS REQUIRED. THE GRANTS MANAGER SERVES AS THE LIAISON WITH THE FEDERAL GOVERNMENT ON ALL GRANT AWARDS AND WORKS DIRECTLY WITH THE FEDERAL PROJECT OFFICER AND FEDERAL GRANTS MANAGEMENT AS INDICATED. WHEN BENEFIS PASSES THROUGH OR SUBAWARDS GRANT FUNDS TO ANOTHER ORGANIZATION, THE GRANTS MANAGER ENSURES THE ORGANIZATION IS ELIGIBLE TO RECEIVE FEDERAL FUNDS BY CONFIRMING IT IS NOT AN EXCLUDED PARTY AND THAT THE ORGANIZATION HAS A TAX IDENTIFICATION NUMBER AND DUNS NUMBER IF APPLICABLE. ALL SUBAWARDS ARE MONITORED BY THE GRANTS MANAGER AND PROJECT DIRECTOR THROUGH ONGOING MEETINGS AND REPORTS INCLUDING A COPY OF THE RECIPIENT'S ANNUAL AUDIT REPORT, WHEN AVAILABLE.

Schedule I (Form 990) 2022

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Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2022

Open to Public Inspection

Name of the organization

BENEFIS HEALTH SYSTEM INC

Employer identification number

26-3538104

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes on Line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked on Line 1a? ....

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? .............

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ....................

Any related organization? .......................

If "Yes," on line 5a or 5b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ..................

Any related organization? ......................

If "Yes," on line 6a or 6b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III ..........................

If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2022

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2, 1099-MISC compensation, and/or 1099-NEC			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column (B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1JOHN GOODNOW DIRECTOR/CHIEF EXECUTIVE OFFICER	(i) (ii)	1,026,698 ------------- 0	33,619 ------------- 0	428,885 ------------- 0	18,300 ------------- 0	15,903 ------------- 0	1,523,405 ------------- 0	0 ------------- 0
2GREGORY TIERNEY MD CHIEF MEDICAL OFFICER & EVP	(i) (ii)	591,642 ------------- 0	17,100 ------------- 0	45,979 ------------- 0	177,574 ------------- 0	20,129 ------------- 0	852,424 ------------- 0	0 ------------- 0
3FORREST EHLINGER CHIEF RESOURCES OFFICER & EVP	(i) (ii)	513,850 ------------- 0	16,167 ------------- 0	118,500 ------------- 0	148,018 ------------- 0	21,505 ------------- 0	818,040 ------------- 0	0 ------------- 0
4PAUL DOLAN MD CHIEF MEDICAL INFORMATION OFFICER	(i) (ii)	391,984 ------------- 0	12,742 ------------- 0	3,866 ------------- 0	21,350 ------------- 0	19,965 ------------- 0	449,907 ------------- 0	0 ------------- 0
5CASEY BUCKINGHAM SENIOR VP OF HUMAN RESOURCES	(i) (ii)	321,033 ------------- 0	13,083 ------------- 0	20,384 ------------- 0	49,408 ------------- 0	17,491 ------------- 0	421,399 ------------- 0	0 ------------- 0
6BRIDGET BRENNAN MD CHIEF MEDICAL OFFICER, BENEFIS MEDIC	(i) (ii)	343,073 ------------- 0	23,237 ------------- 0	13,300 ------------- 0	15,250 ------------- 0	34,478 ------------- 0	429,338 ------------- 0	0 ------------- 0
7BRUCE HOULIHAN CHIEF FINANCIAL OFFICER & SENIOR VIC	(i) (ii)	287,372 ------------- 0	12,388 ------------- 0	2,500 ------------- 0	42,919 ------------- 0	30,142 ------------- 0	375,321 ------------- 0	0 ------------- 0
8VICKIE NELSON CHIEF INFORMATION OFFICER	(i) (ii)	218,583 ------------- 0	3,853 ------------- 0	624 ------------- 0	14,167 ------------- 0	34,218 ------------- 0	271,445 ------------- 0	0 ------------- 0
9PATTY HARRIS DIRECTOR REVENUE CYCLE	(i) (ii)	203,383 ------------- 0	24,842 ------------- 0	0 ------------- 0	12,745 ------------- 0	20,043 ------------- 0	261,013 ------------- 0	0 ------------- 0
10JULIE WALL VICE PRES, QUALITY AND INFECTION CON	(i) (ii)	204,886 ------------- 0	6,208 ------------- 0	0 ------------- 0	13,061 ------------- 0	22,029 ------------- 0	246,184 ------------- 0	0 ------------- 0
11KACI HUSTED VICE PRES. SYSTEM COMMUNICATION AND	(i) (ii)	136,348 ------------- 0	4,050 ------------- 0	0 ------------- 0	22,549 ------------- 0	30,942 ------------- 0	193,889 ------------- 0	0 ------------- 0
12DEBBIE MCCRACKEN CHIEF RISK AND CORPORATE COMPLIANCE	(i) (ii)	148,398 ------------- 0	5,124 ------------- 0	0 ------------- 0	11,461 ------------- 0	26,899 ------------- 0	191,882 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2022

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.

Return Reference	Explanation
PART I, LINE 1A	TRAVEL FOR COMPANIONS AND SOCIAL CLUB DUES THAT BENEFIS HEALTH SYSTEM PAYS FOR ITS OFFICERS ARE TREATED AS TAXABLE INCOME TO THE INDIVIDUAL ACCORDINGLY.
PART I, LINE 4B	PART I, LINE 4B: THE ORGANIZATION PROVIDES A SECTION 457F NONQUALIFIED DEFERRED COMPENSATION PLAN FOR MR. GOODNOW, MR. EHLINGER, MS. BUCKINGHAM, MR. HOULIHAN, MS. HUSTED, AND DR. TIERNEY ALL OF WHOM MEET THE REQUIREMENTS OF THE PLAN. MR. GOODNOW, MR. EHLINGER, MS. BUCKINGHAM, AND DR. TIERNEY RECEIVED A PAYOUT FROM THE PLAN IN 2022.
PART I, LINE 7	BENEFIS HEALTH SYSTEM, INC. AND ITS AFFILIATES (INCLUDING THE ORGANIZATION) MAINTAIN AN INCENTIVE COMPENSATION PLAN THAT INCORPORATES BOTH SHARED AND INDIVIDUAL GOALS FOR MEMBERS OF THE EXECUTIVE AND MANAGEMENT LEADERSHIP TEAMS. PAYMENTS PURSUANT TO THE INCENTIVE PLAN ARE SUBJECT TO A PRECONDITION THAT THE SYSTEM MUST ACHIEVE BUDGETED OPERATING PERFORMANCE. THE SYSTEM HAS ADOPTED SHARED PERFORMANCE OBJECTIVES INCLUDING SYSTEM GROWTH AS WELL AS MEASURES TIED TO WORKFORCE, PATIENT EXPERIENCE, PATIENT SAFETY, CLINICAL QUALITY, AND FINANCE/OPERATIONS. THE INDIVIDUAL PERFORMANCE OBJECTIVES ADOPTED ARE BASED ON AN ARRAY OF QUALITY, FINANCIAL, OPERATIONAL AND STRATEGIC INITIATIVES. INCENTIVE OPPORTUNITY LEVELS ARE CALCULATED BASED ON PREDETERMINED PERCENTAGES OF EACH EXECUTIVE'S AND MANAGER'S BASE SALARY, AND VARY BASED ON THE ACHIEVEMENT OF THRESHOLD, TARGET OR STRETCH LEVELS AS TO EACH PERFORMANCE OBJECTIVE. THE SYSTEM ALSO MAINTAINS A LONG-TERM INCENTIVE PLAN DIRECTED AT RECRUITING AND RETAINING EXECUTIVE LEADERSHIP. PAYMENTS UNDER THE LONG-TERM INCENTIVE PLAN ARE CONDITIONED ON AN EXECUTIVE REMAINING EMPLOYED BY THE SYSTEM AND MAINTAINING SATISFACTORY OVERALL PERFORMANCE. INCENTIVE OPPORTUNITIES UNDER THE LONG-TERM PLAN ARE APPROVED IN ADVANCE BY THE BENEFIS HEALTH SYSTEM, INC. COMPENSATION COMMITTEE, WITH LATER PAYOUTS APPROVED BY THE COMMITTEE BASED ON ACTUAL PERFORMANCE RESULTS.

Schedule J (Form 990) 2022

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Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax-Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part Ⅵ, line 24a. Provide descriptions,
explanations, and any additional information in Part Ⅵ.
SchKMediumBullet

Attach to Form 990.
SchKMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2021

Open to Public
Inspection

Name of the organization
BENEFIS HEALTH SYSTEM INC

Employer identification number
26-3538104

Part Ⅰ

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	MONTANA FACILITY FINANCE AUTHORITY	36-4615155		06-28-2017	28,300,000	CONSTRUCTION/ EXPANSION OF HEALTHCARE FACILITY		X		X		X
B	MONTANA FACILITY FINANCE AUTHORITY	36-4615155		11-10-2016	161,550,995	CONSTRUCTION/ EXPANSION OF HEALTHCARE FACILITY		X		X		X

Part Ⅱ

Proceeds

	A		B		C		D
	1 Amount of bonds retired ..................	9,645,000		25,815,000
2 Amount of bonds legally defeased ..............
3 Total proceeds of issue ..................	28,300,000		164,305,244
4 Gross proceeds in reserve funds .............
5 Capitalized interest from proceeds .............	290,401		1,560,101
6 Proceeds in refunding escrows ...............
7 Issuance costs from proceeds ...............
8 Credit enhancement from proceeds .............
9 Working capital expenditures from proceeds .............
10 Capital expenditures from proceeds .............			22,791,208
11 Other spent proceeds .............	28,009,599		139,953,935
12 Other unspent proceeds .............
13 Year of substantial completion .............	2017		2019
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue of tax-exempt bonds (or, if issued prior to 2020, a current refunding issue)? ........	X		X
15 Were the bonds issued as part of an advance refunding issue of taxable bonds (or, if issued prior to 2020, an advance refunding issue)? ........		X	X
16 Has the final allocation of proceeds been made? ..........	X			X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? ..................	X		X

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2021

Page 2

Part Ⅲ

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? .............		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? ...............		X	X
3a Are there any management or service contracts that may result in private business use of bond-financed property? .............		X	X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?			X
c Are there any research agreements that may result in private business use of bond-financed property? .............		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government ....	0 %		0 %
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government .........	0 %		0 %
6 Total of lines 4 and 5 .............	0 %		0 %
7 Does the bond issue meet the private security or payment test? ...		X		X
8a Has there been a sale or disposition of any of the bond-financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?.............		X		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of. ..
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? .............
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? ........	X		X

Part Ⅳ

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate? ...		X		X
2 If "No" to line 1, did the following apply? ....
a Rebate not due yet? .......		X		X
b Exception to rebate? ........	X			X
c No rebate due? .........		X	X
If "Yes" to line 2c, provide in Part Ⅵ the date the rebate computation was performed ......
3 Is the bond issue a variable rate issue? .....	X			X

Schedule K (Form 990) 2021

Page 3

Part Ⅳ

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X			X
b Name of provider ..........	JP MORGAN
c Term of hedge .........	1900.0000000000 %
d Was the hedge superintegrated? ......	X
e Was the hedge terminated? ........		X
5a Were gross proceeds invested in a guaranteed investment contract (GIC)?		X		X
b Name of provider ..........
c Term of GIC .........
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? ........
6 Were any gross proceeds invested beyond an available temporary period?		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? ...	X		X

Part Ⅴ

Procedures To Undertake Corrective Action

---------------------------------------------------------------------------------------------------------------	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X

Part Ⅵ

Supplemental Information. Provide additional information for responses to questions on Schedule K. (See instructions).

Return Reference	Explanation
DATE REBATE COMPUTATION PERFORMED	ISSUER NAME: MONTANA FACILITY FINANCE AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 11/10/2021
SCHEDULE K, PART II, LINE 3:	THE VARIANCE OF THE MONTANA FACILITY FINANCE AUTHORITY BOND ISSUED ON 11/10/2016 BETWEEN PART I, COLUMN (E) AND PART II, LINE 3 RELATES TO INVESTMENT INCOME EARNED ON THE PROCEEDS HELD IN ESCROW.

Schedule K (Form 990) 2021

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered "Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c, or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ.
MediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2021

Open to Public Inspection

Name of the organization

BENEFIS HEALTH SYSTEM INC

Employer identification number

26-3538104

Part I

Excess Benefit Transactions (section 501(c)(3), section 501(c)(4), and section 501(c)(29) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by the organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ........ Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e) Original principal amount	(f) Balance due	(g) In default?		(h) Approved by board or committee?		(i) Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e) Original principal amount	(f) Balance due	Yes	No	Yes	No	Yes	No






Total ............... $

Part III

Grants or Assistance Benefiting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990) 2021

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) MONTANA MERCHANDISING INC	OWNED BY FAMILY MEMBER OF GENE THAYER, DIRECTOR	7,400,000	INVESTMENT IN JOINT VENTURE		No

Part V

Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).

Return Reference	Explanation

Schedule L (Form 990) 2021

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2021

Open to Public
Inspection

Name of the organization

BENEFIS HEALTH SYSTEM INC

Employer identification number

26-3538104

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 2	CERTAIN OFFICERS AND DIRECTORS LISTED IN PART VII ALSO HOLD OFFICER AND/OR DIRECTOR POSITIONS IN RELATION TO THE ORGANIZATION'S AFFILIATES (AS IDENTIFIED IN SCHEDULE R) AND, IN THAT REGARD, MAY BE CONSIDERED TO HAVE BUSINESS RELATIONSHIPS WITH EACH OTHER. SUCH BUSINESS RELATIONSHIPS ARE UNDERTAKEN IN THE ORDINARY COURSE OF BUSINESS.
FORM 990, PART VI, SECTION A, LINE 4	THE ARTICLES OF INCORPORATION WERE AMENDED TO LIST BENEFIS COMMUNITY HOSPITALS AS A SUPPORTED ORGANIZATION.
FORM 990, PART VI, SECTION B, LINE 11B	THIS FORM 990 WAS PREPARED BY THE FINANCE DEPARTMENT PERSONNEL OF BENEFIS HEALTH SYSTEM, INC. IN COLLABORATION WITH ITS ACCOUNTING FIRM. PRIOR TO FILING, A COPY OF THIS FORM 990 INCLUDING SCHEDULE B WAS MADE AVAILABLE TO ALL MEMBERS OF THE ORGANIZATION'S BOARD OF DIRECTORS AND WAS PRESENTED TO THE BHS BOARD BY THE ACCOUNTING FIRM.
FORM 990, PART VI, SECTION B, LINE 12C	BOARD MEMBERS ANNUALLY COMPLETE A FORM TO DISCLOSE INTERESTS THAT COULD GIVE RISE TO CONFLICTS. IN ADDITION, AT THE START OF EACH BOARD MEETING, MEMBERS ARE ASKED TO INDICATE WHETHER THEY HAVE A CONFLICT OF INTEREST WITH RESPECT TO ANY ITEMS ON THE AGENDA FOR THE MEETING. CONSISTENT WITH THE ORGANIZATION'S CONFLICTS OF INTEREST POLICY, BOARD MEMBERS ARE PROHIBITED FROM PARTICIPATING IN DELIBERATIONS AND VOTING ON ANY MATTERS AS TO WHICH THEY HAVE A CONFLICT.
FORM 990, PART VI, SECTION B, LINE 15	THE COMPENSATION OF THE SENIOR EXECUTIVE TEAM WAS SET BY THE INDEPENDENT COMPENSATION COMMITTEE OF BENEFIS HEALTH SYSTEM, INC., WHICH IS CHARGED WITH ADMINISTERING THE SYSTEM'S EXECUTIVE COMPENSATION PHILOSOPHY, POLICIES AND PROGRAMS IN THE MANNER SET FORTH IN THE COMMITTEE'S WRITTEN CHARTER. THE COMMITTEE'S RESPONSIBILITIES INCLUDE (I) DETERMINING APPROPRIATE COMPENSATION FOR ALL EXECUTIVES AND OTHER KEY EMPLOYEES, (II) EVALUATING AND ADOPTING EXECUTIVE COMPENSATION PLANS, POLICIES AND PROGRAMS, (III) REVIEWING AND APPROVING EXECUTIVE BENEFIT PLANS, AND (IV) VERIFYING THAT COMPENSATION IS APPROPRIATELY AND FULLY DISCLOSED AND REPORTED. THE COMMITTEE HAS ENGAGED AN INDEPENDENT COMPENSATION CONSULTING FIRM TO ASSIST IN ENSURING THAT AMOUNTS PAID TO THE SYSTEM'S EXECUTIVES ARE CONSISTENT WITH REASONABLE, FAIR MARKET LEVELS. THE PROCESS FOLLOWED BY THE COMMITTEE, INCLUDING THE DATA RELIED UPON AND THE COMMITTEE'S DECISIONS, WAS THOROUGHLY AND TIMELY DOCUMENTED. THIS PROCESS IS COMPLETED ON AN ANNUAL BASIS. THE COMPENSATION OF THE ORGANIZATION'S KEY EMPLOYEES AND MANAGERS WAS SET BY THEIR RESPECTIVE SUPERVISORY EXECUTIVES IN CONSULTATION WITH BENEFIS HEALTH SYSTEM'S HUMAN RESOURCES DEPARTMENT AND EXECUTIVE LEADERSHIP, BASED ON A REVIEW OF INDEPENDENT DATA AS TO AMOUNTS PAID BY SIMILAR SITUATED ORGANIZATIONS FOR PERSONS PERFORMING COMPARABLE SERVICES.
FORM 990, PART VI, SECTION C, LINE 19	BENEFIS HEALTH SYSTEM, INC. PROVIDES COPIES OF AUDITED FINANCIAL STATEMENTS AND FORM 990 TO THE PUBLIC UPON REQUEST DURING NORMAL BUSINESS HOURS.
FORM 990, PART XI, LINE 9:	GAIN/LOSS ON INTEREST RATE SWAP AGREEMENT 2,441,437. BOOK/TAX DIFFERENCE IN SUBSIDIARY AND JV INCOME 33,726.
FORM 990, BOX B - AMENDED RETURN STATEMENT	IN 2022, THE FILING ORGANIZATION REPORTED AN ESTIMATE OF UNRELATED DEBT FINANCED INCOME. UDFI WAS NOT AVAILABLE BEFORE THE FILING DATE AND THE ORGANIZATION FILED WITH AN ESTIMATE USING MOST CURRENT INVESTMENT INFORMATION. AS A RESULT, UNRELATED BUSINESS INCOME WAS UNDERSTATED. THE AMENDED RETURN CORRECTS UDFI FOR INVESTMENT ACTIVITES (SEQUENCE 3). THE FOLLOWING SECTIONS WERE UPDATED ON THE AMENDED 990 RETURN: - PART I, LINE 7A AND 7B HAVE BEEN UPDATED TO REFLECT CORRECT UNRELATED BUSINESS REVENUE AND UNRELATED TAXABLE INCOME. - PART VIII, LINE 11C, COLUMN C AND D HAVE BEEN UPDATED TO REFLECT THE CORRECT ALLOCATED INCOME FOR EACH COLUMN DUE TO CHANGE IN UBI.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990) 2021

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2021

Open to Public Inspection

Name of the organization

BENEFIS HEALTH SYSTEM INC

Employer identification number

26-3538104

Part I

Identification of Disregarded Entities. Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) BENEFIS CASCADE RIDGE LLC 1101 26TH STREET SOUTH GREAT FALLS,MT59405 27-4602798	REAL ESTATE	MT	0	0	BENEFIS HEALTH SYSTEM INC
(2) BENEFIS HEALTH SYSTEM FOUNDATION PROPERTIES LLC PO BOX 7008 GREAT FALLS,MT59406 27-2514629	HOLDS REAL PROPERTY DONATED TO FOUNDATION	MT			BENEFIS HEALTH SYSTEM FOUNDATION INC
(3) WALK IN EXPRESS LLC 1101 26TH STREET SOUTH GREAT FALLS,MT59405 32-0481028	OUTPATIENT CLINIC	MT	0	0	BENEFIS HEALTH SYSTEM INC
(4) HELENA AMBULATORY CENTER LLC 1101 26TH STREET SOUTH GREAT FALLS,MT59405	INACTIVE	MT	0	0	BENEFIS HEALTH SYSTEM INC

Part II

Identification of Related Tax-Exempt Organizations. Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)BENEFIS COMMUNITY HOSPITALS INC 1101 26TH STREET SOUTH GREAT FALLS,MT59405 47-3448483	CRITICAL ACCESS HOSPITAL	MT	501(C)(3)	LINE 3	BENEFIS HEALTH SYSTEM INC	Yes
(2)BENEFIS HEALTH SYSTEM FOUNDATION INC PO BOX 7008 GREAT FALLS,MT59406 81-0480587	FOUNDATION	MT	501(C)(3)	LINE 7	BENEFIS HEALTH SYSTEM INC	Yes
(3)BENEFIS HOSPITALS INC 1101 26TH STREET SOUTH GREAT FALLS,MT59405 81-0232122	HOSPITAL	MT	501(C)(3)	LINE 3	BENEFIS HEALTH SYSTEM INC	Yes
(4)BENEFIS MEDICAL GROUP INC 1101 26TH STREET SOUTH GREAT FALLS,MT59405 26-3538192	PHYSICIAN SERVICES	MT	501(C)(3)	LINE 3	BENEFIS HEALTH SYSTEM INC	Yes
(5)BENEFIS COMMUNITY CARE INC 1411 9TH STREET SOUTH GREAT FALLS,MT59405 81-0431871	HOME HEALTH & RELATED PRODUCTS	MT	501(C)(3)	LINE 10	BENEFIS HEALTH SYSTEM INC	Yes

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2021

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership. Complete if the organization answered "Yes" on Form 990, Part IV, line 34, because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No	(k) Percentage ownership
(1) GREAT FALLS ATHLETIC CLUB LLC 1800 BENEFIS COURT GREAT FALLS,MT59405 91-2081505	FITNESS CLUB	MT	BENEFIS HEALTH SYSTEM INC	UNRELATED	148,588	3,730,771		No		Yes		51.000 %
(2) TREASURE STATE HEALTHCARE NETWORK LLC 500 15TH AVENUE SOUTH GREAT FALLS,MT59405 81-0534714	HEALTHCARE SERVICES	MT	BENEFIS HEALTH SYSTEM INC	RELATED	68,864	139,307		No		Yes		50.000 %

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust. Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	Yes	No
(1) BHS 2017 TRUST 400 HOWARD STREET SAN FRANCISCO,CA94105 30-6559361	INVESTMENT TRUST	CA	N/A	T			100.000 %	Yes

Schedule R (Form 990) 2021

Page 3

Part V

Transactions With Related Organizations. Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................

b Gift, grant, or capital contribution to related organization(s) ............................

Yes

c Gift, grant, or capital contribution from related organization(s) ............................

Yes

d Loans or loan guarantees to or for related organization(s) ............................

e Loans or loan guarantees by related organization(s) ............................

f Dividends from related organization(s) ............................

g Sale of assets to related organization(s) ............................

h Purchase of assets from related organization(s) ............................

i Exchange of assets with related organization(s) ............................

j Lease of facilities, equipment, or other assets to related organization(s) .......................

k Lease of facilities, equipment, or other assets from related organization(s) ......................

Yes

l Performance of services or membership or fundraising solicitations for related organization(s) .....................

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) .................

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................

Yes

o Sharing of paid employees with related organization(s) ............................

Yes

p Reimbursement paid to related organization(s) for expenses ............................

q Reimbursement paid by related organization(s) for expenses ............................

r Other transfer of cash or property to related organization(s) ............................

Yes

s Other transfer of cash or property from related organization(s) ............................

Yes

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) BENEFIS COMMUNITY CARE INC	L	3,934,799	FAIR MARKET VALUE
(2) BENEFIS COMMUNITY HOSPITALS INC	L	1,657,541	FAIR MARKET VALUE
(3) BENEFIS HEALTH SYSTEM FOUNDATION INC	S	300,000	CASH RECEIVED
(4) BENEFIS HEALTH SYSTEM FOUNDATION INC	C	1,215,838	CONTRIBUTIONS RECEIVED
(5) BENEFIS HEALTH SYSTEM FOUNDATION INC	B	522,812	FAIR MARKET VALUE
(6) BENEFIS HOSPITALS INC	M	530,214	FAIR MARKET VALUE
(7) BENEFIS HOSPITALS INC	L	89,046,535	FAIR MARKET VALUE
(8) BENEFIS MEDICAL GROUP INC	L	3,856,829	FAIR MARKET VALUE
(9) GREAT FALLS ATHLETIC CLUB LLC	L	53,573	FAIR MARKET VALUE
(10) GREAT FALLS ATHLETIC CLUB LLC	K	65,263	FAIR MARKET VALUE
(11) GREAT FALLS ATHLETIC CLUB LLC	M	63,609	FAIR MARKET VALUE
(12) TREASURE STATE HEALTHCARE NETWORK LLC	S	100,000	CASH DISTRIBUTIONS
(13) GREAT FALLS ATHLETIC CLUB LLC	S	51,000	CASH DISTRIBUTIONS

Schedule R (Form 990) 2021

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership. Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No	(k) Percentage ownership

Schedule R (Form 990) 2021

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R. See instructions.

Return Reference	Explanation

Schedule R (Form 990) 2021

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: PARENT ENTITY OF INTEGRATED HEALTH SYSTEM
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	11
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	10
5	Total number of individuals employed in calendar year 2021 (Part V, line 2a) ......	5	230
6	Total number of volunteers (estimate if necessary) .............	6	10
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	493,120
b	Net unrelated business taxable income from Form 990-T, Part I, line 11 .........	7b	117,650

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	1,706,807	1,215,838
9	Program service revenue (Part VIII, line 2g) .........	96,155,739	102,953,938
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	23,683,192	2,922,668
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	301,063	628,971
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	121,846,801	107,721,415
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	756,356	634,906
14	Benefits paid to or for members (Part IX, column (A), line 4).....	22,144,726	24,663,075
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	25,914,491	26,625,072
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	49,621,265	48,818,999
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	98,436,838	100,742,052
19	Revenue less expenses. Subtract line 18 from line 12.......	23,409,963	6,979,363
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	1,511,234,520	1,544,813,656
21	Total liabilities (Part X, line 26).............	1,121,903,838	1,212,392,451
22	Net assets or fund balances. Subtract line 21 from line 20.....	389,330,682	332,421,205

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 100,742,052 including grants of $ 634,906 ) (Revenue $ 102,624,710 )
	PROVIDE MANAGEMENT AND ADMINISTRATIVE SERVICES FOR MULTIPLE RELATED HEALTH CARE ENTITIES.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses100,742,052

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W-2/1099-MISC/1099-NEC)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and title
(18) MIKE MILBURN........................................................................ DIRECTOR	4.00 .......................2.00	X	X	0	0	0
(19) DAVE RICHARDS........................................................................ DIRECTOR	4.00 .......................2.00	X		0	0	0
(20) TANYA CAMERON........................................................................ DIRECTOR	4.00 .......................2.00	X		0	0	0
(21) WILLIAM MCGREGOR MD........................................................................ DIRECTOR	4.00 .......................2.00	X		0	0	0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	5,199,857	0	840,546

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c
d	Related organizations		1d	1,215,838
e	Government grants (contributions)		1e

f	All other contributions, gifts, grants, and similar amounts not included above		1f

g	Noncash contributions included in lines 1a - 1f:$		1g

h Total. Add lines 1a-1f.......		1,215,838

		Business Code
2a	MANAGEMENT FEES	541610	73,266,096	72,937,353	328,743
b	BENEFITS ADMIN FEES	541610	25,573,414	25,573,414
c	SUBSIDIARY INCOME	621990	3,781,586	3,781,586
d	OTHER PROGRAM REVENUE	621990	263,978	263,978
e	JOINT VENTURE INCOME	621990	68,864	68,864
f	All other program service revenue.
g	Total. Add lines 2a–2f .....		102,953,938

3 Investment income (including dividends, interest, and othersimilar amounts) ......			3,178,867			3,178,867
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents		1,609,844	6a
b	Less: rental expenses		1,455,203	6b
c	Rental income or (loss)		154,641	6c
d	Net rental income or (loss).......			154,641		38,358	116,283
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory	32,554	272,665,652	7a
b	Less: cost or other basis and sales expenses	0	272,954,405	7b
c	Gain or (loss)	32,554	-288,753	7c
d	Net gain or (loss).........			-256,199			-256,199
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a
b	Less: direct expenses ...		8b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a
b	Less: direct expenses ...		9b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
			10a
b	Less: cost of goods sold ..		10b
c	Net income or (loss) from sales of inventory..
Business Code			Miscellaneous Revenue
11a	OTHER INCOME		621990	460,976			460,976
b	VENDOR REBATES/DISCOUN		900099	142,157			142,157
c	JOINT VENTURE LOSS		621990	-63,759	-485	-22,569	-40,705
d	All other revenue ....			-65,044		148,588	-213,632
e	Total. Add lines 11a–11d ......			474,330
12	Total revenue. See instructions.....			107,721,415	102,624,710	493,120	3,387,747

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	634,906	634,906
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............
4	Benefits paid to or for members .......	24,663,075	24,663,075
5	Compensation of current officers, directors, trustees, and key employees ...........	4,699,516	4,699,516
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........
7	Other salaries and wages........	14,679,025	14,679,025
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	236,757	236,757
9	Other employee benefits .......	5,887,806	5,887,806
10	Payroll taxes ...........	1,121,968	1,121,968
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	2,220,161	2,220,161
c	Accounting ...........	254,874	254,874
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	89,926	89,926
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	5,128,868	5,128,868
12	Advertising and promotion ....	1,415,651	1,415,651
13	Office expenses .......	1,808,636	1,808,636
14	Information technology ......	12,850,540	12,850,540
15	Royalties ..
16	Occupancy ...........	480,054	480,054
17	Travel ............	180,646	180,646
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	1,869	1,869
20	Interest ...........	4,898,381	4,898,381
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	12,578,348	12,578,348
23	Insurance ...	4,294,302	4,294,302
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	ORGANIZATION DEVELOPMEN	964,239	964,239
b	MINOR EQUIPMENT	889,155	889,155
c	DUES AND SUBSCRIPTIONS	484,516	484,516
d	UBI TAX	15,000	15,000
e	All other expenses	263,833	263,833
25	Total functional expenses. Add lines 1 through 24e	100,742,052	100,742,052	0	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			50,442,193	1	33,266,560
2	Savings and temporary cash investments .........			6,809,598	2	7,000,969
3	Pledges and grants receivable, net ......				3
4	Accounts receivable, net .............			623,998,950	4	718,392,201
5	Loans and other receivables from any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
					6
7	Notes and loans receivable, net ...........				7
8	Inventories for sale or use ............				8
9	Prepaid expenses and deferred charges ......			7,909,097	9	5,752,790
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	438,864,967
b	Less: accumulated depreciation	10b	231,149,279	196,999,461	10c	207,715,688
11	Investments—publicly traded securities .			584,123,273	11	518,529,734
12	Investments—other securities. See Part IV, line 11 .....			1,481,739	12	8,079,506
13	Investments—program-related. See Part IV, line 11 ..			8,369,369	13	12,119,819
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			31,100,840	15	33,956,389
16	Total assets. Add lines 1 through 15 (must equal line 33)...			1,511,234,520	16	1,544,813,656

17	Accounts payable and accrued expenses .....	847,610,792	17	948,182,808
18	Grants payable ...		18
19	Deferred revenue .........	192,597	19	189,221
20	Tax-exempt bond liabilities .........	167,675,929	20	158,106,643
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
			22
23	Secured mortgages and notes payable to unrelated third parties ..	98,125,930	23	98,185,930
24	Unsecured notes and loans payable to unrelated third parties ..		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D	8,298,590	25	7,727,849
26	Total liabilities. Add lines 17 through 25..	1,121,903,838	26	1,212,392,451

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	389,330,682	27	332,421,205
28	Net assets with donor restrictions ...........		28
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	389,330,682	32	332,421,205
33	Total liabilities and net assets/fund balances ........	1,511,234,520	33	1,544,813,656