Gettysburg Hospital

“Wayne Hill, chairman of the board of Gettysburg Hospital is the father of Stacy Green, who is a director on the Gettysburg Hospital Foundation board of directors.”

“WellSpan Health, a not for profit corporation, is the sole member.”

“The Board of Directors initially shall consist of no fewer than twelve and no more than sixteen persons, which shall include:(1) The following two "Positional Directors": the then-current President of the Hospital, and the then-current President of the Medical Staff, each of whom shall be subject to ratification by the Member notwithstanding such positions held.(2) Three "Medical Staff Directors," each of whom shall be nominated by the Medical Staff and appointed by the Member.(3) The balance of directors shall be "At-large Directors", who shall be appointed by the Member at the annual meeting of the Member. At-large Directors shall include no fewer than two persons from the Member's Board of Directors or the member's senior management staff; provided, however, that no more than two At-large Directors shall be from the Member's senior management staff.All directors shall be selected for their experience, relevant areas of interest and expertise, and ability and willingness to participate effectively in fulfilling the Board of Director's responsibilities and to do so free from any conflicting interests.”

“Except as otherwise provided in the Articles of Incorporation or the Bylaws, the affairs of the Hospital shall be managed and directed by its Board of Directors, which shall have responsibility for the control and management of the property, funds, and operations of the Hospital. The Board of Directors shall have full power and authority to do and perform any and all acts and functions that are not inconsistent with the laws governing the operations of the Hospital or the Bylaws or the Articles of Incorporation; provided, however, that except as otherwise provided in the Articles of Incorporation or the Bylaws, the Member may initiate and implement any of the following actions, and if any such action is initiated by the Hospital, such action shall not become effective unless approved by the Member;(a) The adoption, amendment, or revocation of the Hospital's Articles of Incorporation or Bylaws; provided, however, that the Member shall not amend such Articles of Incorporation or Bylaws with respect to changes to the name "Gettysburg Hospital" or with respect to the appointment,term, or removal of the Hospital's directors, without the approval of the Hospital Board of Directors and the Member shall not have the right to overrule the Hospital Board of Directors' approval.(b)The termination, liquidation, reorganization, division, conversion, or dissolution of the Hospital, or the merger, consolidation, or combination of the hospital with another entity; provided, however, that the Member shall not approve the merger of the Hospital into another Member affiliate without the approval of the Hospital Board of Directors and the Member shall not have the right to overrule the Hospital Board of Directors' disapproval; and, further provided, that the Member's action with respect to this subject matter shall require the affirmative vote of at least two-thirds of the Board of Directors of the Member then in office.(c)Any change or transfer of the Member's membership interest in the Hospital, or the creation or issuance of any additional membership interests in the Hospital.(d)The investment of the Hospital's assets other than in accordance with the Member's investment policy; or, in the absence of a current Member investment policy, any investment other than in the ordinary course of business (provided such ordinary course investment is in federally-insured interest-bearing bank accounts, short term direct U.S. obligations, short-term certificates of deposit of domestic banks, or highly rated money market funds).(e)The incurrence by the Hospital of indebtedness in excess of such amounts as may be reasonably designated by the Member from time to time, except pursuant to a budget approved by the Member or ordinary course indebtedness such as routine trade payables, in amounts less than the amounts designated by the Member. (f) The conveyance, transfer, lease, or sale of any of the Hospital's assets with a fair market value in excess of such aggregate amount as may be designated by the Member from time to time, except pursuant to a budget approved by the Member or the conveyance, transfer, lease, or sale of any of the Hospital's assets to the Member or another affiliate. (g)The making of any capital expenditure or the incurrence of any capital obligations by or on behalf of the Hospital in excess of such annual aggregate amount as may be designated by the Member from time to time, except pursuant to a budget approved by the Member. (h) The incurrence of any non-ordinary course obligation (whether actual or contingent) by the Hospital to guarantee or be responsible for the debts or obligations of any person in excess of such amounts as may be designated by the Member from time to time, except pursuant to a budget approved by the Member. (i)The approval of the Hospital's operating and capital budgets, or any material changes thereto. And other provisions described in the Bylaws.”

“Management provided an electronic copy of the form 990 to each voting member of the organization's governing body, prior to its filing with the IRS. The organization's finance management team provided a presentation to the Audit Committee on the organization's 990 return.”

“Officers, directors, and key employees fill out a WellSpan Health Conflict of Interest Disclosure Statement questionnaire annually. The questionnaire is administered by the Internal Audit Department of WellSpan Health, the Parent Company.There shall be full disclosure by any Director having a business or personal interest or relationship which may be in conflict with the interests of the Corporation. After such disclosure the Director shall abide by the determination of the Board of Directors as to whether a conflict exists, the extent to which, if at all, the Director will be permitted to be present during the Board of Directors' discussion of the matter in which the Director may be interested, and whether the Director will be permitted to participate in such discussion and cast a vote in such matter.”

“The Compensation Committee of WellSpan Health is responsible for rewarding and reinforcing key executives for the achievement of annual and long-term performance objectives. The Compensation Committee shall consist of not more than six (6) persons, of whom two (2) shall be the Chairman and Vice Chairman of the Board of the Corporation, and the remaining members shall be such other persons as may be appointed by the Chairman of the Board of the Corporation, with the approval of the Board of Directors; provided, however, that the Compensation Committee shall not include any persons who are employed by the System. The Chairman of the Board of Gettysburg Hospital shall participate. The role of the Compensation Committee is to set the Executive Compensation Philosophy for the system and ensure adherence, evaluate performance and establish compensation for the WellSpan President, evaluate team performance of the executive team and establish awards, review and approve senior executive base salary ranges, and oversee employed physician compensation programs. The Committee will approve salary ranges for each executive position and review incumbent salaries annually. The Committee will be responsible for reviewing the President's salary each year, and if warranted, authorizing an adjustment to maintain competitiveness. The President will have the authority to make salary adjustments for subordinate positions. The Committee is responsible for approving and authorizing payment of the performance awards. The Committee will approve and authorize payment of the President's performance awards. Integrated Healthcare Strategies, Inc., based in Minneapolis Minnesota is the external consultant to the committee. This consultant focuses exclusively on executive and physician compensation in the health care industry. In summary, the executive and physician compensation review process consists of the following: 1) Cash compensation reviewed annually 2) Cash compensation reviewed by external consultant biennially 3) external total compensation (cash, incentives, benefits, perquisites) reviewed by external consultant periodically 4) Process is integrated with compensation analysis for other WellSpan positions 5) Committee decisions are documented in minutes maintained in Human Resources.”

“Governing documents, policies, and financial statements are available upon request.”

“Client Note 1 - Paid Preparer ExplanationDue to a software limitation, we wish to clarify that WellSpan Health is the ERO.The paid preparer is:BDO USA, LLP13-53815908401 Greensboro Drive, Suite 800McLean, VA 22102(703) 893-0600The preparers name is Jeffrey Schragg, PTIN P00234543”

“Change in Net Assets of Foundation = $1425366”

“Unrealized Gain on restricted assets = $112525”

“$412,230,0000 of Revenue Bonds for WellSpan Health Obligated Group, Series 2008A, 2008B, 2008C and 2008D were issued 11/12/2008 by General Authority of Southcentral Pennsylvania. The purpose of this bond issue was to refund bonds issued 5/13/2002, 5/17/2005, 6/16/2005, and 6/5/2007. WellSpan Health, the parent organization, allocated portions of the proceeds of this tax-exempt bond issue to York Hospital (23-1352222), Gettysburg Hospital (23-1352220), WellSpan Properties (22-2842252), WellSpan Specialty Services (23-2899911), and Good Samaritan Hospital (23-0794160). In order to remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K. As of 6/30/17, the allocation of the Debt Capital program was as follows: York Hospital $159,515,555 (58.09%), WellSpan Properties $29,095,407 (10.60%), WellSpan Health $12,753,561 (4.64%), WellSpan Specialty Services $46,131,343 (16.80%), Gettysburg Hospital $24,900,141 (9.07%), and Good Samaritan Hospital $2,213,994 (.81%). These amounts are reported on the respective balance sheets (Part X Line 20)for each of these entities.The 11/12/2008 issue included reissuance of all unspent proceeds from the refunded 2007 bond issue. Total proceeds of issue includes the original 11/12/2008 issue plus investment earnings on transferred proceeds and the short investment of proceeds between date of issue and payoff on 12/1/2008.$213,430,000 of Revenue bonds for Wellspan Health Obligated Group, Series 2014A were issued November 11, 2014 by General Authority of South Central Pennsylvania. The purpose of this bond issue was revenue refund for bonds issued 06/23/1993 and 11/12/2008. WellSpan Health, the parent organization, allocated portions of the proceeds of this tax exempt bond issue to York Hospital (23-1352222), Gettysburg Hospital (23-1352220), WellSpan Properties (22-2842252), WellSpan Specialty Services (23-2899911), and Ephrata Community Hospital (23-1370484). In order to remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K. As of 6/30/17, the allocation of the Debt Capital program including issue premium was as follows: York Hospital $133,753,422, Gettysburg Hospital $8,971,957, WellSpan Properties $29,660,267, WellSpan Specialty Services $17,096,786, and Ephrata Community Hospital $33,709,762. These amounts are reported on the respective balance sheets for each of these entities.On May 22, 2015, the Lancaster Municipal Authority issued $36,572,083 of Revenue bonds, Series 2015A, to an Obligated Group consisting of York Hospital, Gettysburg Hospital and Ephrata Community Hospital. The purpose of this bond issue was to refund bonds issued on behalf of Ephrata Community Hospital, including the Lancaster Municipal Authority Revenue Notes Series 2009, 2010A, 2012, and 2013. In order to remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K.As of 6/30/17, the $33,726,419 of outstanding liability is reported on the Ephrata Community Hospital return balance sheet.”

“Paid Preparer ExplanationDue to a software limitation, we wish to clarify that WellSpan Health is the ERO.The paid preparer is:BDO USA, LLP13-53815908401 Greensboro Drive, Suite 800McLean, VA 22102(703) 893-0600The preparers name is Jeffrey Schragg, PTIN P00234543”