2012-05-03T17:16:26-05:00 2011-12-31 910189318 MOSS ADAMS LLP 805 SW BROADWAY SUITE 1200 PORTLAND OR 97205 990 2011-01-01 263538104 BENEFIS HEALTH SYSTEM INC BENE 4064552563 1101 26TH STREET SOUTH GREAT FALLS MT 59405 STEVE BALLOCK 4064552563 2012-04-26 1 WENDY CAMPOS P00448102 5032421447 2011 2016-02-24 21:20:13Z STEVE BALLOCK 1101 26TH STREET SOUTH GREAT FALLS MT 59405 26733280 0 X WWW.BENEFIS.ORG X 2008 MT PARENT ENTITY OF INTEGRATED HEALTH SYSTEM. 13 10 149 3 -27022 -27022 2092861 539628 35363378 35208081 1775562 2589077 -21772741 -25618276 17459060 12718510 648475 490916 0 0 11452480 10200670 0 0 0 15568903 16046710 27669858 26738296 -10210798 -14019786 331908648 420547321 56479603 166503732 275429045 254043589 X WE PROVIDE EXCELLENT CARE FOR ALL, HEALING BODY, MIND AND SPIRIT. BENEFIS HEALTH SYSTEM, INC. IS ORGANIZED TO OVERSEE, COORDINATE AND DIRECT THE ASSETS AND OPERATIONS OF BENEFIS HOSPITALS, INC., BENEFIS SPECTRUM MEDICAL, INC., BENEFIS MEDICAL GROUP, INC., BENEFIS SLETTEN HI-LINE CANCER CENTER, AND OTHER RELATED ENTITIES AS PART OF AN INTEGRATED HEALTHCARE DELIVERY SYSTEM SERVING THE RESIDENTS OF NORTH CENTRAL MONTANA. 1 0 26738296 20265867 PROVIDE MANAGEMENT AND ADMINISTRATIVE SERVICES FOR MULTIPLE RELATED HEALTH CARE ENTITIES. 26738296 1 1 0 1 0 0 0 0 1 1 1 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 1 1 1 1 0 1 93 0 149 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 X 13 10 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 1 1 X DALE BIMLER 4064552565 1101 26TH STREET SOUTH GREAT FALLS MT 59405 X BILL BLOEMENDAAL MD 3.00 X 0 0 0 BILL BOURRET 6.00 X 0 0 0 JIM CUMMINGS 3.00 X 0 0 0 CHRIS EBELING 3.00 X 0 0 0 RICK EVANS 3.00 X X 0 0 0 JOHN GOODNOW 59.00 X X 794254 0 95989 MILES HAMILTON 2.00 X 0 0 0 GREG HATLEY 3.00 X 0 0 0 JAMES HINDE MD 3.00 X 0 0 0 SUSAN HUMBLE 3.00 X 0 0 0 WILLIAM MCGREGOR MD 4.50 X X 0 0 0 MARY SHEEHY MOE 3.00 X 0 0 0 DAVID RICHARDS 3.00 X 0 0 0 MIKE MILBURN 3.00 X 0 0 0 DAVID A ROHRER MD 3.00 X 0 0 0 DAVE WILSEY 3.00 X 0 0 0 DOUGLAS DAVENPORT 53.00 X 252229 0 17688 WAYNE DUNN 56.00 X 227531 0 4132 LAURA GOLDHAHN 3.00 X 383185 0 79882 TERRY OLINGER 54.00 X 301124 0 56906 LEE ROATH 57.00 X 139332 0 13321 KATHIE AVIS 60.00 X 162222 0 7394 JOSE GUEVARA 60.00 X 181762 0 2428 JUDITH HELD 10.00 X 214935 0 34865 THERESA PREITE 7.00 X 149528 0 12849 JERRY SPEER MD 7.00 X 300365 0 43717 3106467 0 369171 16 0 1 0 SLETTEN CONSTRUCTION INC PO BOX 2467 GREAT FALLS MT 59403 CONSTRUCTION 13249919 MOUNTAIN STATES HEALTHCARE 1 LAWSON LANE SUITE 410 BURLINGTON VT 05401 HEALTHCARE SERVICES 3416167 GUY TABACCO CONSTRUCTION PO BOX 550 BLACK EAGLE BLACK EAGLE MT 59414 CONSTRUCTION 2023311 SFCS INC 305 SOUTH JEFFERSON ST ROANOKE VA 24011 CONSULTING 1988773 DEARBORN ADVISORS LLC PO BOX 66391 CHICAGO IL 606660391 CONSULTING 1881430 27 539628 539628 MANAGEMENT FEES 541610 35208081 35186437 21644 35208081 1491526 1491526 3433272 14014770 -10581498 -10581498 67542 -10649040 1097551 1097551 1097551 1097551 JOINT VENTURE INCOME 621990 1560261 1560261 OTHER INCOME 621990 101424 101424 SUBSIDIARY INCOME 621990 -16698463 -16582255 -116208 -15036778 12718510 20265867 -27022 -8059963 490916 490916 2365571 2365571 5568688 5568688 680419 680419 1152313 1152313 433679 433679 1216659 1216659 231332 231332 17205 17205 62941 62941 1816084 1816084 1451557 1451557 675846 675846 2777717 2777717 2419999 2419999 784125 784125 2569166 2569166 2024079 2024079 26738296 26738296 0 0 7662530 16044192 9988141 61453024 356762 29359063 355630282 135915587 224311889 219714695 68599000 75708248 20990326 18268099 331908648 420547321 20024603 85985363 112279 59011090 31655000 17395000 4800000 4000000 56479603 166503732 X 266044193 254043589 2273578 0 7111274 0 275429045 254043589 331908648 420547321 X -14019786 -7365670 X 0 1 1 X 1 1 X X X X 0 0 0 BENEFIS HOSPITALS INC 810232122 3 1 1 1 29822025 BENEFIS MEDICAL GROUP INC 263538192 3 1 1 1 4816302 BENEFIS SPECTRUM MEDICAL INC 810431871 9 1 1 1 557570 3 35195897 SCHEDULE A, PART IV, SUPPLEMENTAL INFORMATION: PART 1, LINE 11H: THE ORGANIZATION SUPPORTS AND BENEFITS EACH OF THE DESIGNATED SUPPORTED ORGANIZATIONS BY PROVIDING STRATEGIC OVERSIGHT AND DIRECTION, AS WELL AS A RANGE OF ADMINISTRATIVE SERVICES, ON A CENTRALIZED BASIS FOR THEIR COLLECTIVE BEHALF. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 0 1 0 1 32764 32764 0 EXPLANATION OF OTHER LOBBYING ACTIVITIES: PART II-B, LINE 1I: THE ORGANIZATION PARTICIPATES IN THE AMERICAN HOSPITAL AND MONTANA HOSPITAL ASSOCIATIONS. A PORTION OF ASSOCIATION DUES AND STAFF SALARIES ARE RELATED TO LOBBYING FOR VARIOUS HEALTH CARE ISSUES. 9384851 6844397 39106 180722 89069 15998563 9606866 313085 535100 9384851 0.13880 0.84960 0.01160 0 1 1 9019234 9019234 206372756 55866657 150506099 100145757 64298340 35847417 22333106 12735605 9597501 17759429 3014985 14744444 219714695 RBC INVESTMENTS 50860995 F DA DAVIDSON INVESTMENTS 22250201 F WELLS FARGO INVESTMENTS 2866673 F PARTNERSHIP INVESTMENTS -269621 C 75708248 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: ENDOWMENT FUNDS ARE RELATED TO BENEFIS HEALTH SYSTEM FOUNDATION, INC. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: THE ORGANIZATION IS A NOT-FOR-PROFIT CORPORATION AND HAS BEEN RECOGNIZED AS TAX EXEMPT PURSUANT TO SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC). THE ORGANIZATION IS 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. EFFECTIVE JANUARY 1, 2009, THE ORGANIZATION ADOPTED ACCOUNTING FOR UNCERTAIN TAX POSITIONS. THE ACCOUNTING STANDARD PRESCRIBES A RECOGNITION THRESHOLD AND MEASUREMENT PROCESS FOR UNCERTAIN TAX POSITIONS. THE ORGANIZATION HAD NO UNCERTAIN TAX POSITIONS AS OF DECEMBER 31, 2011 OR 2010. 1 MCLAUGHLIN RESEARCH INSTITUTE 1520 23RD ST SOUTH GREAT FALLS MT 59405 810459235 501(C)(3) 150000 MEDICAL RESEARCH MSU - GREAT FALLS COT 2100 16TH AVE SOUTH GREAT FALLS MT 59405 810522790 501(C)(3) 97000 NURSING SCHOLARSHIP NORTH CENTRAL MONTANA HEALTHCARE ALLIANCE 1101 26TH ST SOUTH GREAT FALLS MT 59405 721587972 501(C)(3) 21359 EDUCATION MSU FOUNDATION 1501 S 11TH AVE BOZEMAN MT 59717 816001649 501(C)(3) 32000 SUPPORT GREAT FALLS DEVELOPMENT AUTHORITY 300 CENTRAL AVE GREAT FALLS MT 59401 810465605 501(C)(3) 30000 SUPPORT AMERICAN CANCER SOCIETY 3000 15TH AVE SOUTH GREAT FALLS MT 59405 131788491 501(C)(3) 5000 RELAY SPONSORSHIP CITY COUNTY HEALTH DEPARTMENT 115 4TH STREET SOUTH GREAT FALLS MT 59401 816001343 N/A - GOVT 73951 SUPPORT GREAT FALLS PUBLIC SCHOOLS FOUNDATION PO BOX 2429 GREAT FALLS MT 59405 272577990 501(C)(3) 12000 SUPPORT 8 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: DONATIONS ARE APPROVED BY APPROPRIATE MANAGEMENT IN THE SAME MANNER AS OTHER EXPENDITURES. X X 1 1 X X X X X 1 1 0 0 0 0 0 1 0 JOHN GOODNOW 517375 0 268693 0 8186 0 90540 0 5449 0 890243 0 0 0 DOUGLAS DAVENPORT 241272 0 7912 0 3045 0 12250 0 5438 0 269917 0 0 0 WAYNE DUNN 94482 0 113411 0 19638 0 3179 0 953 0 231663 0 0 0 LAURA GOLDHAHN 303153 0 71185 0 8847 0 75653 0 4229 0 463067 0 0 0 TERRY OLINGER 239256 0 60051 0 1817 0 50312 0 6594 0 358030 0 0 0 LEE ROATH 124622 0 14710 0 0 0 7897 0 5424 0 152653 0 0 0 KATHIE AVIS 141704 0 20518 0 0 0 2430 0 4964 0 169616 0 0 0 JOSE GUEVARA 156762 0 0 0 25000 0 2201 0 227 0 184190 0 0 0 JUDITH HELD 141480 0 8455 0 65000 0 26514 0 8351 0 249800 0 0 0 THERESA PREITE 120293 0 25555 0 3680 0 7897 0 4952 0 162377 0 0 0 JERRY SPEER MD 260323 0 40042 0 0 0 38376 0 5341 0 344082 0 0 0 PART I, LINE 1A THE HEALTH CLUB WHERE OFFICERS ARE MEMBERS IS A SUBSIDIARY OF BENEFIS HEALTH SYSTEM, INC (BHS). THROUGH APRIL 2011, HEALTH CLUB DUES THAT BHS PAID FOR ITS OFFICERS WERE TREATED AS TAXABLE INCOME TO THE INDIVIDUAL ACCORDINGLY. OFFICERS AND DEPARTMENT HEADS WERE ELIGIBLE FOR HEALTH CLUB DUES. SUBSTANTIATION WAS REQUIRED BEFORE ANY REIMBURSEMENTS WERE PAID. SUBSEQUENT TO APRIL 2011, DISCOUNTS ONLY ARE OFFERED TO ALL EMPLOYEES OF BENEFIS. TRAVEL FOR COMPANIONS THAT BHS PAYS FOR ITS OFFICERS IS TREATED AS TAXABLE INCOME TO THE INDIVIDUAL ACCORDINGLY. PART I, LINES 4A-B THE FOLLOWING EMPLOYEES REPORTED ON FORM 990 PART VII RECEIVED SEVERANCE PAYMENTS: JUDITH HELD, FORMER BENEFIS FOUNDATION PRESIDENT = $65,000 JOSE GUEVARA, FORMER REVENUE CYCLE DIRECTOR = $25,000 A PORTION OF JUDITH HELD'S SEVERANCE PACKAGE WAS PAID OUT IN 2011 AND A PORTION IS 2011 DEFERRED COMPENSATION THAT WILL BE PAID OUT IN 2012. THE ORGANIZATION PROVIDES A SECTION 457 NONQUALIFIED DEFERRED COMPENSATION PLAN FOR CERTAIN EMPLOYEES. PART I, LINE 7 THE ORGANIZATION MAINTAINS AN INCENTIVE COMPENSATION PLAN THAT INCORPORATES BOTH SHARED AND INDIVIDUAL GOALS FOR MEMBERS OF THE EXECUTIVE LEADERSHIP TEAM, AND IS SUBJECT TO A PRECONDITION THAT THE SYSTEM MUST ACHIEVE BUDGETED OPERATING PERFORMANCE. IN 2010, THE ORGANIZATION ADOPTED SHARED PERFORMANCE OBJECTIVES INCLUDING SYSTEM GROWTH AS WELL AS MEASURES TIED TO WORKFORCE, PATIENT EXPERIENCE, PATIENT SAFETY, CLINICAL QUALITY, FINANCE/OPERATIONS, AND COMMUNITY BENEFIT. THE INDIVIDUAL PERFORMANCE OBJECTIVES ADOPTED IN 2010 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 BASE SALARY, AND VARY BASED ON THE ACHIEVEMENT OF THRESHOLD, TARGET OR STRETCH LEVELS AS TO EACH PERFORMANCE OBJECTIVE. THE ORGANIZATION ALSO MAINTAINS A LONG-TERM INCENTIVE PLAN DIRECTED AT RECRUITING AND RETAINING EXECUTIVE LEADERSHIP. PAYMENTS UNDER THE LONG-TERM PLAN ARE CONDITIONED ON AN EXECUTIVE REMAINING EMPLOYED BY THE ORGANIZATION AND MAINTAINING SATISFACTORY INDIVIDUAL PERFORMANCE. IN ADDITION, THE ORGANIZATION MUST HAVE MAINTAINED SATISFACTORY OVERALL PERFORMANCE, BASED ON BOTH FINANCIAL CRITERIA AND SATISFACTION OF EMPLOYEES, PATIENTS AND PHYSICIANS. INCENTIVE OPPORTUNITIES UNDER THE LONG-TERM PLAN ARE APPROVED IN ADVANCE BY THE COMPENSATION COMMITTEE, WITH LATER PAYOUTS APPROVED BY THE COMMITTEE BASED ON ACTUAL PERFORMANCE RESULTS. BENEFIS HEALTH SYSTEM INC 263538104 61204KJT9 2011-04-01 65000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 BENEFIS HEALTH SYSTEM INC 263538104 61204KJU6 2011-04-01 115000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 BENEFIS HEALTH SYSTEM INC 263538104 61204KJV4 2011-04-01 160000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 BENEFIS HEALTH SYSTEM INC 263538104 61204KJW2 2011-04-01 200000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 63906 40261 1921 23645 2013 0 0 0 1 113065 71231 3399 41834 2013 0 0 0 1 157307 99103 4729 58204 2013 0 0 0 1 196634 123879 5911 72755 2013 0 0 0 1 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 0 0 0.00000 0.00000 0.00000 1 1 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 X BENEFIS HEALTH SYSTEM INC 263538104 61204KJX0 2011-04-01 295000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 BENEFIS HEALTH SYSTEM INC 263538104 61204KJY8 2011-04-01 1380000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 BENEFIS HEALTH SYSTEM INC 263538104 61204KJZ5 2011-04-01 980000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 BENEFIS HEALTH SYSTEM INC 263538104 61204KKA8 2011-04-01 1590000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 290035 182722 8718 107313 2013 0 0 0 1 1356775 854768 40784 502007 2013 0 0 0 1 963507 607009 28963 356498 2013 0 0 0 1 1563241 984841 46991 578400 2013 0 0 0 1 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 0 0 0.00000 0.00000 0.00000 1 1 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 BENEFIS HEALTH SYSTEM INC 263538104 61204KKB6 2011-04-01 1685000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 BENEFIS HEALTH SYSTEM INC 263538104 61204KKC4 2011-04-01 1785000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 BENEFIS HEALTH SYSTEM INC 263538104 61204KKD2 2011-04-01 1885000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 BENEFIS HEALTH SYSTEM INC 263538104 61204KKE0 2011-04-01 1995000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 1656642 1043684 49798 612958 2013 0 0 0 1 1754959 1105623 52754 649336 2013 0 0 0 1 1853276 1167563 55709 685713 2013 0 0 0 1 1961425 1235697 58960 725728 2013 0 0 0 1 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 0 0 0.00000 0.00000 0.00000 1 1 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 BENEFIS HEALTH SYSTEM INC 263538104 61204KKF7 2011-04-01 2110000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 BENEFIS HEALTH SYSTEM INC 263538104 61204KKG5 2011-04-01 27840000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 BENEFIS HEALTH SYSTEM INC 263538104 2011-06-01 17695000 CONSTRUCTION/EXPANSION OF HEALTHCARE FACILITY 0 0 0 2074489 1306927 62359 767562 2013 0 0 0 1 27371460 17244007 822781 10127453 2013 0 0 0 1 17695000 17695000 2011 0 0 1 1 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 0 0 0.00000 0.00000 0.00000 1 0 0 0 0 0.00000 0.00000 0.00000 1 1 0 0 0 0 0 1 0 0 0 0 0 1 1 1 DEUTSCHE BANK 19.000000000000 1 0 0 0 0 CHRIS EBELING DIRECTOR 150000 MEDICAL RESEARCH OPERATIONAL SUPPORT PAID TO MCLAUGHLIN RESEARCH INSTITUTE ELIZABETH EBELING FAMILY MEMBER OF DIRECTOR 58608 COMPENSATION FOR EMPLOYMENT AS A NURSE. 0 NEW PROGRAM SERVICES FORM 990, PART III, LINE 2 IN LATTER 2011, BENEFIS HEALTH SYSTEM FOUNDATION, INC. WAS RESTRUCTURED AND BECAME A DIRECTLY CONTROLLED ENTITY OF BENEFIS HEALTH SYSTEM, INC. FORM 990, PART VI, SECTION A, LINE 2 CERTAIN OF THE 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. FORM 990, PART VI, SECTION B, LINE 11 A DRAFT OF FORM 990 IS PROVIDED TO THE BOARD PRIOR TO FILING. THE DRAFT IS REVIEWED IN DETAIL WITH THE BOARD AND QUESTIONS ARE ANSWERED ON ITEMS OF INTEREST. 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 ON ANY MATTERS AS TO WHICH THEY HAVE A CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION OF THE CHAIR, VICE CHAIR, CEO, CFO, SPECIAL PROJECTS COORDINATOR AND CHRO/VP OF HR WAS SET BY THEIR RESPECTIVE SUPERVISORY EXECUTIVES IN CONSULTATION WITH THE HUMAN RESOURCES DEPARTMENT AND EXECUTIVE LEADERSHIP. THE PROCESS INVOLVED REVIEW BY INDEPENDENT PERSONS WHO CONFIRMED TOTAL COMPENSATION AMOUNTS TO BE PAID WERE REASONABLE AND COMPARABLE TO AMOUNTS PAID BY SIMILARLY SITUATED ORGANIZATIONS. THE PROCESS AND DATA RELIED ON WERE THOROUGHLY AND TIMELY DOCUMENTED. THIS INCLUDES A TOTAL COMPENSATION ASSESSMENT, PROFESSIONAL OPINION ON REASONABLENESS OF COMPENSATION AND REASONABLENESS OF BENEFITS. IN 2011, THE BOARD OF DIRECTORS ESTABLISHED AN INDEPENDENT COMPENSATION COMMITTEE, WHICH IS CHARGED WITH ADMINISTERING THE ORGANIZATION'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 ORGANIZATION'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. FORM 990, PART VI, SECTION C, LINE 19 BENEFIS HEALTH SYSTEM, INC. PROVIDES COPIES OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICIES, AND FINANCIAL STATEMENTS TO THE PUBLIC UPON REQUEST DURING NORMAL BUSINESS HOURS. FORM 990, PART VI, SECTION A, LINE 2: CERTAIN OF THE 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. AVERAGE HOURS PER WEEK DEVOTED TO RELATED ORGANIZATIONS: FORM 990, PART VII, SECTION A, COLUMN B DOUGLAS DAVENPORT - 7 HOURS WAYNE DUNN - 4 HOURS CHRIS EBELING - 4 HOURS RICK EVANS - 3 HOURS LAURA GOLDHAHN - 57 HOURS JOHN GOODNOW - 1 HOUR GREG HATLEY - 1 HOUR JUDITH HELD - 50 HOURS TERRY OLINGER - 6 HOURS THERESA PREITE - 53 HOURS DAVID RICHARDS - 6 HOURS H. LEE ROATH - 3 HOURS JERRY SPEER - 53 HOURS CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -2,512,360. NET UNREALIZED GAIN/LOSS ON SWAPS -4,556,970. INTERCOMPANY TRANSFERS -1,578,443. BOOK/TAX DIFFERENCE IN SUBSIDIARY AND JOINT VENTURE INCOME 722,027. CHANGE IN BENEFICAL INTEREST 560,076. TOTAL TO FORM 990, PART XI, LINE 5: -7,365,670. 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