Wellspan Specialty Services DBA Wellspan Surgery & Rehab Hospital

“Paul Minnich is an officer and director on the WellSpan Specialty Services, VNA Home Health Services and WellSpan Health boards. His law partner, Jeffrey Lobach, is a director on the WellSpan Medical Group and York Health Foundation boards.Scott Coyle is a director on the WellSpan Specialty Services and VNA Home Health Services boards. His wife, Karen Coyle is a director on the Gettysburg Hospital Foundation board.”

“WellSpan Health is the sole member of WellSpan Specialty Services.”

“The Board of Directors shall be composed of twelve persons, at least seventy-five percent of whom shall not be employed by the Corporation or any entity affiliated with either the Corporation or WellSpan. The appointment of the Directors shall be subject to the ratification by WellSpan.”

“Except as specifically reserved to the member by law, the Articles of Incorporation, or the Bylaws, all rights of member(s) as set forth under the Nonprofit Corporation Law of 1988 are assumed by the Board of Directors. The business and affairs of and the responsibility and authority for governing the Corporation shall be vested in the Board of Directors.Notwithstanding the foregoing paragraph, the authority of the Board of Directors to exercise the following powers is subject to the ratification of the Board of Directors of WellSpan. (a) the adoption of operating, personnel and capital budgets: (b) any voluntary dissolution, merger, or consolidation of the Corporation or the sale or transfer of all or substantially all of the Corporation's assets or the creation or acquisition of any subsidiary or affiliate corporation of the Corporation; (c) the borrowing of any sum which has a stated term greater than one year or which is secured by a security interest in the Corporation's assets or revenues or by a mortgage of all or any part of the Corporation's real property, if any; (d) the adoption of a strategic plan for the Corporation; and (e) the adoption, amendment, revocation of these Bylaws or the Articles of Incorporation.”

“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 Marc Berger, PTIN P01871563”

“Loss on debt restructuring = -$996714”

“$412,230,000 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 6/30/18, the allocation of the Debt Capital program was as follows: York Hospital $122,977,217 (58.09%), WellSpan Properties $22,427,073 (10.60%), WellSpan Health $9,834,426 (4.64%), WellSpan Specialty Services $35,562,493 (16.80%), Gettysburg Hospital $19,194,268 (9.07%), and Good Samaritan Hospital $1,704,522 (.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 6/30/18, the allocation of the Debt Capital program including issue premium was as follows: York Hospital $131,585,478, Gettysburg Hospital $8,828,846, WellSpan Properties $31,624,065, WellSpan Specialty Services $15,539,494, and Ephrata Community Hospital $32,084,864. 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 6/30/18, the $32,268,972 of outstanding liability is reported on the Ephrata Community Hospital return balance sheet.$34,877,000 of Revenue bonds for Wellspan Health Obligated Group, Series 2017A were issued March 23, 2018 by General Authority of South Central Pennsylvania. The purpose of this bond issue was revenue refund for bonds issued 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 Good Samaritan Hospital (23-1794160). 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”

“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 Marc Berger, PTIN P01871563”