York Hospital

“WellSpan Health, a not for profit corporation, is the sole member.The Member of the Corporation shall meet at any place, date, and time designated by the Member, for the transaction of the general business of the Corporation. Action of the Member shall generally be taken by a written consent in lieu of a meeting.Any action which may be taken at a meeting of the Member may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by the Member and filed with the Secretary of the Corporation.”

“The Board of Directors of the Corporation shall be elected as provided herein by the Board of Directors of the Member. The Member shall determine annually the number of directors which shall in no event be less than ten nor more than fifteen persons. Nominations for the Directors to be elected by the Member shall be made only by the Nominating Committee for Directors, except for vacancies in the Board of Directors occuring by death, resignation, disqualification, removal or otherwise, may, upon the recommendation of the Executive Committee, be filled by appointment by the Member to serve until the next annual meeting of the Member, at which time the Member may elect a Director to fill such vacancy for the remainder of the unexpired term thereof.”

“The member may, with respect to the Corporation, initiate and implement any of the following actions, and it any of the following actions are otherwise initiated by the Corporation, such action shall not become effective unless approved by the Member:a) The adoption, amendment,or revocation of the Corporation's Articles of Incorporation or Bylaws. b) The termination, liquidation, reorganization, division, conversion, or dissolution of the Corporation, or the merger, consolidation, or combination of the Corporation with another person. c) Any change or transfer of the Member's membership interest in the Corporation, or the creation or issuance of any additional membership interests in the Corporation. d) The investment of the Corporation's assets other than in accordance with the Member's current investment policy; or, in the absence of a current Member investment policy, any investment other than in the ordinary course of business, which shall consist of 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 Corporation 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. This is not meant to restrict the Corporation's day-to-day business, in amounts less than the amounts designated by the Member, such as routine trade and accounts payable or obligations. f) The conveyance, transfer, lease, or sale of any of the Corporation's assets with 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 Corporation's assets to the Member or another System Affiliate. g) The making of any capital expenditure or the incurrence of any capital obligations by or on behalf of the Corporation 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 obligation (whether actual or contingent) by the Corporation 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. This is not meant to restrict the Corporation's ability to incur obligations in the ordinary course of the Corporation's day-to-day business, in amounts less than the amounts designated by the Member. i) The approval of the Corporation's operating and capital budgets, or any material changes thereto. j) The voluntary granting of any lien or encumbrance (including a confession of judgment) with respect to the Corporation's assets, except in the ordinary course of business.k) The surrender of or material change to any permit, approval, or license of the Corporation. l) The selection of the Corporation's outside auditors, general legal counsel, or investment advisors. m) The requirement that the Member make any capital contribution to the Corporation. n) The ratification of appointments and reappointments to the Corporation's Board of Directors. o) The approval of the Corporation's strategic and operating plans, or any changes thereto. p) The approval of the Corporation's statements of purpose, vision, or mission, or any changes thereto. q) The creation by the Corporation of any new lines of business, sites of business, subsidiary corporations, or partnerships or other joint ventures, or any material changes in existing services, or participation in any key strategic relationship outside the System. This is not meant to restrict the Corporation's right to enhance and expand its current lines of business. r) All health care services contracting by the Corporation that could materially impact the System.”

“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 = -$877202”

“Change in Retirement Liability = -$2278095”

“Part V line 1a - Most 1099s are issued through WellSpan Health, the parent company.”

“$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 6/30/16, the allocation of the Debt Capital program was as follows: York Hospital $159,515,555 (57.57%), WellSpan Properties $31,570,407 (11.39%), WellSpan Health $12,753,561 (4.60%), WellSpan Specialty Services $46,131,343 (16.65%), Gettysburg Hospital $24,900,141 (8.91%), and Good Samaritan Hospital $2,213,994 (.80%). 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 6/30/16, the allocation of the Debt Capital program including issue premium was as follows: York Hospital $139,356,809, Gettysburg Hospital $8,998,717, WellSpan Properties $34,893,001 and WellSpan Specialty Services $15,289,799. 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 6/30/16, the $35,133,947 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”

“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”