2025-05-08T10:26:47-05:00 2024-06-30 222517863 WELLSPAN HEALTH 3350 WHITEFORD ROAD YORK PA 17402 990 2023-07-01 222842252 WELLSPAN PROPERTIES INC WELL 7178513055 PO BOX 2767 YORK PA 174052767 LAURA BUCZKOWSKI EXECUTIVE VP & CFO 7178513055 2025-05-08 1 0 DAVID RIZZUTO P01210563 7178513055 2025-04-25 2023 2025-03-06 01:10:19Z ROXANNA GAPSTUR PO BOX 2767 YORK PA 174052767 18755880 0 X WWW.WELLSPAN.ORG X 1987 PA TO DEVELOP MEDICAL CENTERS AND LEASE TO TAX-EXEMPT AFFILIATES. 7 0 0 0 0 0 0 0 27067145 18728894 -44858 21481 344 5505 27022631 18755880 0 0 0 0 0 0 0 0 0 24798969 17914016 24798969 17914016 2223662 841864 200160664 247831298 168276300 212950246 31884364 34881052 X THE PURPOSE OF WELLSPAN PROPERTIES IS TO DEVELOP MEDICAL CENTERS AND LEASE TO TAX-EXEMPT AFFILIATES. 0 0 16688982 0 18728894 WELLSPAN PROPERTIES, INC. ("WP") IS A CHARITABLE CORPORATION THAT SUPPORTS A PARENT COMPANY, WELLSPAN HEALTH ("WSH"), AND RELATED COMPANIES, COLLECTIVELY A HEALTH CARE DELIVERY SYSTEM, IN YORK, ADAMS, LANCASTER AND SURROUNDING COUNTIES. AS A COMMUNITY-BASED, NOT FOR-PROFIT ORGANIZATION, WSH IS DEDICATED TO BEING THE LEADER IN DEVELOPING, DELIVERING AND COORDINATING HEALTH CARE SERVICES, WHICH IMPROVE THE HEALTH AND WELL-BEING OF THE PEOPLE IT SERVES. WSH PROVIDES, THROUGH ITS SUBSIDIARIES, ACCESS TO QUALITY, CONVENIENT AND AFFORDABLE HEALTH CARE THROUGH MORE THAN 250 PATIENT CARE LOCATIONS THAT OFFER SERVICES SUCH AS DIAGNOSTIC IMAGING, LABORATORY TESTING AND ANALYSIS, REHABILITATION, PRIMARY CARE, RETAIL PHARMACY, WALK-IN HEALTH CARE AND OTHER ESSENTIAL SERVICES. THESE SERVICES INCLUDE 47 AMBULATORY CARE AND OUTPATIENT SITES IN YORK, ADAMS, LANCASTER AND SURROUNDING COUNTIES AS WELL AS NORTHERN MARYLAND. WSH ALSO PROVIDES SIX RETAIL PHARMACY SITES, OVER 80 PRIMARY CARE AND SPECIALTY PHYSICIAN OFFICES, OVER 2,500 MEDICAL AND DENTAL STAFF MEMBERS, EIGHT HOSPITALS WITH MORE THAN 850 BEDS AND MORE THAN 72,000 ANNUAL ADMISSIONS. WSH INCLUDES YORK HEALTH PLAN, D/B/A SOUTH CENTRAL PREFERRED, A PREFERRED PROVIDER ORGANIZATION AND THIRD PARTY ADMINISTRATOR SERVING 55 EMPLOYERS AND NEARLY 30,000 RESIDENTS OF YORK, ADAMS, CUMBERLAND, DAUPHIN, LEBANON, PERRY AND FRANKLIN COUNTIES. SCP ALSO PROVIDES COMPREHENSIVE WORKSITE WELLNESS SERVICES, THAT INCLUDES AN EMPLOYEE ASSISTANCE PROGRAM (EAP), CURRENTLY SERVING OVER ONE-HUNDRED FIFTY EMPLOYERS WITH MORE THAN 100,000 LIVES. WP SUPPORTS WSH AND ITS MISSION TO IMPROVE THE HEALTH AND WELL BEING OF THE PEOPLE IT SERVES. WSH WILL ASSUME A LEADERSHIP ROLE AND DEVELOP PARTNERSHIPS WITH OTHER ORGANIZATIONS TO IMPROVE ACCESS TO COORDINATED HIGH-QUALITY COST-EFFECTIVE HEALTH CARE SERVICES, EDUCATE THE HEALTH CARE PROVIDERS OF TOMORROW, PROMOTE HEALTHY LIFESTYLES AND LIFE-LONG WELLNESS AND MAKE ITS LOCAL COMMUNITIES HEALTHIER, MORE DESIRABLE PLACE TO LIVE, WORK AND PLAY. WP, WHICH IS EXEMPT FROM FEDERAL INCOME TAX PURSUANT TO SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, IS A COMPONENT OF WELLSPAN HEALTH CARE SERVICES ("WHCS"). WP'S PARENT, WHCS, IS ALSO EXEMPT FROM FEDERAL INCOME TAX AND IS THE SOLE MEMBER OF WP. WHCS IS A COMPONENT OF WSH, WHICH IS ALSO EXEMPT FROM FEDERAL INCOME TAX. WP WAS FORMED BY WSH AS A MEANS OF HANDLING REAL ESTATE TRANSACTIONS FOR FACILITIES TO BE USED IN FURTHERING WSH'S MISSION OF IMPROVING ACCESS TO COORDINATED, HIGH-QUALITY, COST-EFFECTIVE AND COMPASSIONATE HEALTHCARE SERVICES. WP TAKES ADVANTAGE OF TAX-EXEMPT BOND POOLS TO FINANCE THE PURCHASE OR CONSTRUCTION OF FACILITIES USED FOR THIS PURPOSE. WP, A PENNSYLVANIA NOT-FOR-PROFIT, GENERATES ITS REVENUE BY CHARGING RENT FOR ITS FACILITIES. WP'S PURPOSE IS TO SUPPORT WSH AND ITS AFFILIATES TO IMPROVE THE HEALTH AND WELL- BEING OF THE PEOPLE IT SERVICES. WP SUPPORTS IT'S 501(C)(3) WSH AFFILIATES, INCLUDING YORK HOSPITAL, GETTYSBURG HOSPITAL, WELLSPAN MEDICAL GROUP, THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA, EPHRATA COMMUNITY HOSPITAL, VNA HOME HEALTH SERVICES AND VNA COMMUNITY SERVICES, EACH OF WHICH IS A SECTION 501(C)(3) ORGANIZATION AND A PUBLIC CHARITY AS DESCRIBED IN SECTION 509(A)(1) OR 509(A)(2) OF THE CODE. ALL OF THE SUPPORTED AFFILIATED ORGANIZATIONS ARE PURELY PUBLIC CHARITIES AND EXEMPT FROM PENNSYLVANIA SALES TAX. ALL LEASES WERE AT FAIR MARKET VALUE.SEE WELLSPAN HEALTH - 2024 COMMUNITY BENEFIT REPORT LOCATED AT HTTPS://WWW.WELLSPAN.ORG/ABOUT-WELLSPAN/IMPROVING-HEALTHY-COMMUNITIES/COMMUNITY-BENEFIT. 16688982 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 7 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 0 PA X DAVID P RIZZUTO 7178513055 3350 WHITEFORD ROAD YORK PA 174029081 KEITH NOLL CHAIR, SR VP & CHIEF ADMIN OFFICER 1.00 40.00 X X 0 854175 75421 ANDREW WALKER ASST. TREASURER, VP ACCT & FIN RPT 1.00 40.00 X X 0 466194 48240 VIPUL BHATIA DIRECTOR 1.00 40.00 X 0 426673 69956 ERIN PICA DIRECTOR 1.00 40.00 X 0 409814 70470 KEITH SMITH ASST. SEC., VP & DEPUTY GEN COUNSEL 1.00 40.00 X X 0 386720 56103 ROXANNA GAPSTUR PHD RN PRESIDENT & CEO - WELLSPAN HEALTH 1.00 40.00 X X 0 3023715 100269 LAURA BUCZKOWSKI EXECUTIVE VP & CFO - WELLSPAN HEALTH 1.00 40.00 X X 0 1256714 79480 0 6824005 499939 0 0 1 0 BARLEY SNYDER LLP 126 E KING STREET LANCASTER PA 17602 LEGAL SERVICES 269149 MURRAY PROPERTY MAINTENANCE 719 WEAVERTOWN ROAD MYERSTOWN PA 17067 MAINTENANCE 228603 J-MAR LANDSCAPING INC 2057 SEAKS RUN ROAD GLEN ROCK PA 17327 LAWN CARE 207184 STRATHMEYER LANDSCAPE 255 ZEIGLER ROAD DOVER PA 17315 LAWN CARE 203494 SNO-SERVICES LLC 5000 RITTER ROAD MECHANICSBURG PA 17055 SNOW REMOVAL 139330 6 RENTAL REVENUE EXEMPT AFFILIATES 531120 18728894 18728894 18728894 21481 21481 REBATES 900099 5338 5338 ADMINISTRATIVE FEES 900099 167 167 5505 18755880 18728894 0 26986 857933 857933 363656 363656 3445 3445 372496 372496 4705 4705 38696 38696 7903260 7903260 8003253 8003253 351890 351890 REPAIRS & MAINTENANCE 14542 14542 MEDICAL SUPPLIES 81 81 TAXES & LICENSES 59 59 17914016 16688982 1225034 0 39171 31202 1386372 1670732 351445926 106699089 180441802 244746837 932251 18293319 450276 200160664 247831298 1670 90802 5600 5600 109924822 109656246 25987437 62370910 32356771 40826688 168276300 212950246 X 31884364 34881052 31884364 34881052 200160664 247831298 X 841864 214942 1939882 X 0 1 X 1 0 X X 6 YORK HOSPITAL 231352222 3 1 0 1850698 GETTYSBURG HOSPITAL 231352220 3 1 0 1999484 WELLSPAN MEDICAL GROUP 232730785 10 1 0 7521579 THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA 230794160 3 0 0 407150 EPHRATA COMMUNITY HOSPITAL 231370484 3 0 0 0 WELLSPAN SURGERY & REHABILITATION HOSPITAL 232899911 3 1 0 0 6 0 11778911 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 PART IV, SECTION A, LINE 1: EPHRATA COMMUNITY HOSPITAL AND THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA ARE SUPPORTED ORGANIZATIONS WHICH ARE NOT SPECIFICALLY MENTIONED IN THE GOVERNING DOCUMENTS OF THE ORGANIZATION. THE ORGANIZATION'S SOLE MEMBER IS WELLSPAN HEALTH CARE SERVICES. WELLSPAN HEALTH CARE SERVICES, EPHRATA COMMUNITY HOSPITAL AND THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA SHARE A COMMON PARENT ORGANIZATION, WELLSPAN HEALTH. THE CHARITABLE PURPOSE OF WELLSPAN HEALTH AND ALL OF ITS AFFILIATES IS TO IMPROVE HEALTH THROUGH EXCEPTIONAL CARE FOR ALL, LIFELONG WELLNESS AND HEALTHY COMMUNITIES IN YORK, ADAMS, LEBANON AND LANCASTER COUNTIES. THE ORGANIZATION HAS DESIGNATED EPHRATA COMMUNITY HOSPITAL AND THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA FOR PROPERTY OWNERSHIP AND FINANCING SUPPORT THROUGH ITS SHARED PURPOSE AND ORGANIZATIONAL RELATIONSHIP. PART IV, SECTION C, LINE 1: COMMON CONTROL OF THE SUPPORTING ORGANIZATION AND THE SUPPORTED ORGANIZATIONS CAN BE DEMONSTRATED BY THE RELATIONSHIP AMONG THE ENTITIES AND THE PARENT ORGANIZATION, WELLSPAN HEALTH. THE DIRECTORS OF THE ORGANIZATION ARE ELECTED BY THE SOLE MEMBER OF THE ORGANIZATION, WELLSPAN HEALTH CARE SERVICES. WELLSPAN HEALTH IS THE SOLE MEMBER OF WELLSPAN HEALTH CARE SERVICES, AS WELL AS THE ORGANIZATION'S SUPPORTED ORGANIZATIONS, WELLSPAN MEDICAL GROUP, WELLSPAN YORK HOSPITAL, WELLSPAN SURGERY & REHABILITATION HOSPITAL , AND WELLSPAN GETTYSBURG HOSPITAL. AS SUCH, WELLSPAN HEALTH APPOINTS THE DIRECTORS OF THE BOARDS FOR ALL FOUR SUPPORTED ORGANIZATIONS AS WELL AS THE SOLE MEMBER OF THE SUPPORTING ORGANIZATION. THE COMMON CONTROL IS EXERCISED BY THE PARENT, WELLSPAN HEALTH, THROUGH ITS CONTROL OF THE DIRECTORS OF THE BOARDS FOR THE ENTITIES INVOLVED. PART I, LINE 12G, COLUMN IV: EPHRATA COMMUNITY HOSPITAL IS A SUPPORTED ORGANIZATION WHICH IS NOT SPECIFICALLY MENTIONED IN THE GOVERNING DOCUMENTS OF THE ORGANIZATION. THE ORGANIZATION'S SOLE MEMBER IS WELLSPAN HEALTH CARE SERVICES. WELLSPAN HEALTH CARE SERVICES AND EPHRATA COMMUNITY HOSPITAL SHARE A COMMON PARENT ORGANIZATION, WELLSPAN HEALTH. THE CHARITABLE PURPOSE OF WELLSPAN HEALTH AND ALL OF ITS AFFILIATES IS TO IMPROVE HEALTH THROUGH EXCEPTIONAL CARE FOR ALL, LIFELONG WELLNESS AND HEALTHY COMMUNITIES IN YORK, ADAMS, LEBANON AND LANCASTER COUNTIES. THE ORGANIZATION HAS DESIGNATED WELLSPAN SPECIALTY SERVICES FOR PROPERTY OWNERSHIP AND FINANCING SUPPORT THROUGH ITS SHARED PURPOSE AND ORGANIZATIONAL RELATIONSHIP. THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA IS A SUPPORTED ORGANIZATION WHICH IS NOT SPECIFICALLY MENTIONED IN THE GOVERNING DOCUMENTS OF THE ORGANIZATION. THE ORGANIZATION'S SOLE MEMBER IS WELLSPAN HEALTH CARE SERVICES. WELLSPAN HEALTH CARE SERVICES AND GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA SHARE A COMMON PARENT ORGANIZATION, WELLSPAN HEALTH. THE CHARITABLE PURPOSE OF WELLSPAN HEALTH AND ALL OF ITS AFFILIATES IS TO IMPROVE HEALTH THROUGH EXCEPTIONAL CARE FOR ALL, LIFELONG WELLNESS AND HEALTHY COMMUNITIES IN YORK, ADAMS, LEBANON AND LANCASTER COUNTIES. 26641795 38331072 64972867 255669877 95391851 160278026 4989990 3192126 1797864 10856081 8115112 2740969 14957111 14957111 244746837 TAXABLE BOND LIABILITIES 27023912 DUE TO AFFILIATE 13802776 40826688 X 20903353 214942 1938036 2152978 18750375 5505 5505 18755880 17906665 -5505 -5505 17912170 1846 1846 17914016 PART X, LINE 2: THE COMPANY AND MOST OF ITS SUBSIDIARIES (INCLUDING CERTAIN JOINT VENTURE ENTITIES) ARE EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THEIR RELATED INCOME IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(A). SOME OF THE SUBSIDIARIES ARE TAXABLE ENTITIES, AND SOME OF THE INCOME OF THE TAX EXEMPT ENTITIES IS SUBJECT TO TAXATION AS UNRELATED BUSINESS TAXABLE INCOME. THE COMPANY AND ITS SUBSIDIARIES FILE U.S. FEDERAL INCOME TAX RETURNS, AND THEY ALSO FILE IN VARIOUS STATE AND FOREIGN JURISDICTIONS. THE COMPANY ACCOUNTS FOR UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH ASC TOPIC 740, INCOME TAXES. THE COMPANY ACCOUNTS FOR UNCERTAINTY IN INCOME TAX POSITIONS BY APPLYING A RECOGNITION THRESHOLD AND MEASUREMENT ATTRIBUTE FOR FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT OF A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. THE COMPANY HAS DETERMINED THAT NO SIGNIFICANT UNRECOGNIZED TAX BENEFITS OR LIABILITIES EXIST AS OF JUNE 30, 2024 AND 2023. ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES, ASC TOPIC 740-10 PRESCRIBES A COMPREHENSIVE MODEL FOR HOW AN ORGANIZATION SHOULD MEASURE, RECOGNIZE, PRESENT AND DISCLOSE IN ITS FINANCIAL STATEMENTS UNCERTAIN TAX POSITIONS THAT AN ORGANIZATION HAS TAKEN OR EXPECTS TO TAKE ON A TAX RETURN. THE COMPANY IS SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS. THERE ARE NO CURRENT AUDITS IN PROGRESS. AS OF JUNE 30, 2024, THE COMPANY HAS NO UNCERTAIN TAX POSITIONS. A SUBSIDIARY OF THE COMPANY IS CLASSIFIED AS A RECIPROCAL RISK RETENTION GROUP (RRRG) FORMED UNDER THE FEDERAL LIABILITY RISK RETENTION ACT OF 1986. RRRG QUALIFIES AS AN INSURANCE COMPANY FOR FEDERAL INCOME TAX PURPOSES. RRRG IS DOMICILED IN VERMONT (VT) AND OPERATES WITHIN THE STATES OF PENNSYLVANIA (PA) AND MARYLAND (MD). VT, PA, AND MD DO NOT IMPOSE A CORPORATE INCOME TAX ON INSURANCE COMPANIES. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN FV DERIVATIVE 2,200,916. TRANSFER FROM CHAMBERSBURG HEALTH SERVICES 287,813. LOSS ON DEBT REFINANCING -548,847. EXPENSES NETTED WITH REVENUE ON FINANCIALS -1,846. PART XI, LINE 4B - OTHER ADJUSTMENTS: NEGATIVE EXPENSES RECLASSED TO REVENUE 5,505. PART XII, LINE 2D - OTHER ADJUSTMENTS: NEGATIVE EXPENSES RECLASSED TO REVENUE -5,505. PART XII, LINE 4B - OTHER ADJUSTMENTS: EXPENSES NETTED WITH REVENUE ON FINANCIALS 1,846. X X X X 0 1 0 0 0 0 0 0 0 ROXANNA GAPSTUR PHD RN PRESIDENT & CEO - WELLSPAN HEALTH 0 1654407 0 1111800 0 257508 0 14469 0 85800 0 3123984 0 122031 LAURA BUCZKOWSKI EXECUTIVE VP & CFO - WELLSPAN HEALTH 0 796549 0 382500 0 77665 0 18101 0 61379 0 1336194 0 0 KEITH NOLL CHAIR, SR VP & CHIEF ADMIN OFFICER 0 545931 0 227303 0 80941 0 38839 0 36582 0 929596 0 0 ANDREW WALKER ASST. TREASURER, VP ACCT & FIN RPT 0 312529 0 130600 0 23065 0 18732 0 29508 0 514434 0 0 VIPUL BHATIA DIRECTOR 0 355020 0 65333 0 6320 0 13962 0 55994 0 496629 0 0 ERIN PICA DIRECTOR 0 300611 0 78584 0 30619 0 19083 0 51387 0 480284 0 0 KEITH SMITH ASST. SEC., VP & DEPUTY GEN COUNSEL 0 316661 0 55744 0 14315 0 9254 0 46849 0 442823 0 0 PART I, LINE 4B THE WELLSPAN HEALTH SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) WAS ADOPTED AND MADE EFFECTIVE ON DECEMBER 19TH, 2008. THE OBJECTIVE OF THE EXECUTIVE BENEFITS PROGRAM IS TO PROVIDE AN EXECUTIVE BENEFITS PROGRAM THAT IS COMPETITIVE WITH NATIONAL NORMS IN THE HEALTHCARE INDUSTRY FOR SIMILARLY SIZED ORGANIZATIONS ENABLING WELLSPAN HEALTH TO RECRUIT AND RETAIN TOP EXECUTIVE TALENT. TIER I EXECUTIVES ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. A DESCRIPTION OF THE TARGETED BENEFIT OF THE PLAN IS AS FOLLOWS: 1) PROVIDE AN EMPLOYER SPONSORED RETIREMENT BENEFIT THAT REPLACES 60% OF AVERAGE PRE-RETIREMENT (5 YEARS) BASE COMPENSATION THROUGH A COMBINED APPROACH UTILIZING WELLSPAN'S RETIREMENT PLAN, 50% OF SOCIAL SECURITY, SPLIT-DOLLAR LIFE INSURANCE BENEFIT, AND SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT. 2) PROVIDES A MINIMUM BENEFIT AFTER 10 YEARS OF SERVICE. 3) PROVIDES THE FULL TARGETED BENEFIT AFTER 25 YEARS OF SERVICE. 4) BENEFIT IS VESTED WHEN ELIGIBLE EXECUTIVE REACHES AGE 65. THE BENEFIT IS ALSO VESTED UPON DEATH, DISABILITY, JOB ELIMINATION AND "TERMINATION FOR GOOD REASON". 5) CREDITED SERVICE GRANTED ON A 1:2 BASIS FOR PREVIOUS SERVICE IN AN ELIGIBLE TIER II POSITION. 6) TARGETED BENEFIT IS TO BE CALCULATED USING A 15 YEAR CERTAIN PAYOUT. 7) PAYOUT WILL BE IN A LUMP SUM. 8) PAYOUT WILL BE TAXABLE WHEN VESTED. DURING THE CALENDAR YEAR 2023, THERE WERE NO DISTRIBUTIONS FROM THE SERP. THE WELLSPAN HEALTH DEFINED CONTRIBUTION DEFERRED COMPENSATION PLAN WAS ADOPTED AND MADE EFFECTIVE AS OF JULY 1, 2017. THIS PLAN WILL REPLACE THE SERP. AS PART OF THE TRANSITION, EACH PARTICIPANT IN THE SERP WAS GIVEN A ONE-TIME CHOICE TO BE GRANDFATHERED IN THE SERP OR TRANSFER TO THE NEW WELLSPAN HEALTH DEFINED CONTRIBUTION DEFERRED COMPENSATION PLAN. THE OBJECTIVE OF THE WELLSPAN HEALTH DEFINED CONTRIBUTION DEFERRED COMPENSATION PLAN IS TO ATTRACT AND RETAIN EXECUTIVE AND UPPER-LEVEL MANAGEMENT EMPLOYEES OF OUTSTANDING ABILITY. TIERS I, II, III AND A SELECT GROUP OF TIER IV EMPLOYEES ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. A DESCRIPTION OF THE TARGETED BENEFIT OF THE PLAN IS AS FOLLOWS: 1)PROVIDE AN UNFUNDED DEFERRED COMPENSATION BENEFIT TO A SELECT GROUP OF MANAGEMENT AND HIGHLY COMPENSATED EMPLOYEES. 2)PLAN ACCOUNT CONTRIBUTIONS ARE CREDITED EACH YEAR TO A SUBACCOUNT, BASED UPON VARIOUS TIER LEVELS; TIER I, 22%, TIER II, 17%, TIER III, 12%, AND TIER IV, 8%. 3)PARTICIPANT ACCOUNTS ARE CREDITED INTEREST EACH YEAR BY APPLICATION OF THE 30-YEAR U.S. TREASURY RATE ON JUNE 30 OF THE PLAN YEAR THEN ENDING, PLUS ONE PERCENT (1%). 4)PARTICIPANT VESTING OCCURS ON THE EARLIER OF: A)JUNE 30TH OF THE FOURTH PLAN YEAR: 25% PER YEAR B)PARTICIPANT REACHES AGE 65. C)UPON DEATH, DISABILITY, JOB ELIMINATION AND "TERMINATION FOR GOOD REASON". 5)NON-ELECTIVE EMPLOYER CONTRIBUTIONS ARE ALSO PERMITTED. 6)PLAN DISTRIBUTIONS TO BE ADMINISTERED PER THE PLAN DOCUMENT. DURING THE CALENDAR YEAR 2023, THE FOLLOWING INDIVIDUAL RECEIVED A DISTRIBUTION FROM THE DEFERRED COMPENSATION PLAN: ROXANNA GAPSTUR - $122,031 ADDITIONALLY, ANY VESTED PORTION OF CONTRIBUTIONS MADE TO THE PLAN WHICH ARE NO LONGER SUBJECT TO THE RISK OF FORFEITURE, ARE REFLECTED IN SCHEDULE J, PART II, COLUMN B(III). A GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA 232982233 2018-03-13 3696962 REFUND BONDS 2008A BONDS 0 0 0 B GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA 232982233 2018-09-04 3107072 REFUND 2008A BONDS 0 0 0 C GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA 277334160 2019-04-03 66866014 REFUND BONDS & EXPANSION 0 0 0 D GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA 232982233 84129NMG1 2019-04-03 22545140 REFUND BONDS ISSUED 11/12/08 0 0 0 A 2968212 3696962 10977 3685985 2018 0 1 1 1 B 349800 3107072 9013 3098059 2018 0 1 1 1 C 55633767 66866014 107915 446641 61988959 4322499 2019 1 1 1 1 D 15925750 22545140 104940 22440200 2019 1 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 C 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 D 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 A 0 0 1 0 0 0 0 0 1 B 0 0 1 0 0 0 0 0 1 C 0 0 0 1 0 0 0 0 1 D 0 0 1 0 1 0 0 0 1 A 1 B 1 C 1 D 1 DATE REBATE COMPUTATION PERFORMED ISSUER NAME: GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA DATE THE REBATE COMPUTATION WAS PERFORMED: 04/03/2024 SCHEDULE K, PART I, COLUMN (E) - ISSUE PRICE WELLSPAN HEALTH, THE PARENT ORGANIZATION, ALLOCATED PORTIONS OF THE PROCEEDS OF THIS TAX-EXEMPT BOND ISSUE TO MEMBERS OF THE OBLIGATED GROUP. THE AMOUNT ON SCHEDULE K, PART I, COLUMN (E) AND PART II, LINE 3 REPRESENTS THE ENTITY'S ALLOCATED PORTION OF THE TOTAL BOND PROCEEDS, AS SHOWN ON FORM 8038, PART III, LINE 21(B). ALL ITEMS IN PART II HAVE ALSO BEEN ALLOCATED. SCHEDULE K, PART II, LINE 3 THE TOTAL PROCEEDS ARE NOT IDENTICAL TO PART I, COLUMN (E) BECAUSE OF INVESTMENT EARNINGS. SCHEDULE K, PART III, LINE 4 & 5 - PRIVATE BUSINESS USE THE ENTITY, IN CONJUNCTION WITH BOND COUNSEL, MONITORS ACTIVITIES THAT MAY RESULT IN PRIVATE BUSINESS USE. THERE WERE NONE FOUND. A GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA 232982233 84129NNG0 2023-12-14 88905095 REFUND 2014 BONDS 0 0 0 A 664452 88905095 669530 88235565 2023 1 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 A 0 1 0 0 0 0 0 0 1 A 1 FORM 990, PART VI, SECTION A, LINE 6 WELLSPAN HEALTH CARE SERVICES, A NOT-FOR-PROFIT CORPORATION, IS THE SOLE MEMBER OF THE CORPORATION. WELLSPAN HEALTH, A NOT-FOR-PROFT CORPORATION, IS THE SOLE MEMBER OF WELLSPAN HEALTH CARE SERVICES. FORM 990, PART VI, SECTION A, LINE 7A THE PRIMARY PURPOSE OF THE GOVERNANCE COMMITTEE, AS ASSIGNED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, IS TO DEVELOP AND SUPPORT THE CULTURE OF HIGH-FUNCTIONING GOVERNANCE WITHIN THE WELLSPAN SYSTEM, INCLUDING THROUGH POLICIES, NOMINATIONS, COMPETENCIES OF DIRECTORS, EDUCATION, AND SELF-EVALUATIONS. THE GOVERNANCE COMMITTEE SHALL CONSIST OF NOT LESS THAN FIVE (5) NOR MORE THAN SEVEN (7) MEMBERS. NEITHER THE CHAIR OF THE WELLSPAN HEALTH BOARD OF DIRECTORS NOR PERSONS WHO ARE NOT MEMBERS OF THE WELLSPAN HEALTH BOARD OF DIRECTORS, MAY BE APPOINTED TO THE COMMITTEE. EACH GOVERNANCE COMMITTEE MEMBER SHALL BE NOMINATED BY THE GOVERNANCE COMMITTEE, AND APPOINTED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, FOR A TERM OF ONE (1) YEAR. REAPPOINTMENT OF A GOVERNANCE COMMITTEE MEMBER FOR MORE THAN ONE (1) TERM IS NOT AUTOMATIC OR PRESUMED AND SHALL BE BASED ON AN INDIVIDUAL PERFORMANCE EVALUATION OF THE GOVERNANCE COMMITTEE MEMBER (AS PERFORMED OR OVERSEEN BY THE GOVERNANCE COMMITTEE). FORM 990, PART VI, SECTION A, LINE 7B THE FOLLOWING RESPONSIBILITIES ARE SET FORTH AS A GUIDE FOR FULFILLING THE GOVERNANCE COMMITTEE'S PURPOSES IN SUCH MANNER AS THE COMMITTEE DETERMINES IS APPROPRIATE: 1. OVERSEE THE PROCESS OF SELECTING AND NOMINATING DIRECTORS AND OFFICERS FOR EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM, INCLUDING ENSURING THAT DIRECTOR NOMINEES MEET THE QUALIFICATIONS REQUIRED BY THE RELEVANT BOARD COMPOSITION AND COMPETENCY GRID AND CHARACTERISTICS, BYLAWS, AND BOARD-APPROVED POLICIES AND GUIDELINES, AS APPLICABLE, AND ESTABLISH OTHER CRITERIA THAT ARE DESIRABLE FOR DIRECTORS; 2. IDENTIFY, EVALUATE AND SCREEN DIRECTOR CANDIDATES FOR EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM (INCLUDING INCUMBENT DIRECTORS FOR POTENTIAL RE-NOMINATION), AND NOMINATE QUALIFIED INDIVIDUALS TO THE WELLSPAN HEALTH BOARD OF DIRECTORS FOR: (A) APPOINTMENT OR REAPPOINTMENT TO REGULAR TERMS, OR (B) APPOINTMENT TO FILL THE REMAINING TERM OF ANY GOVERNING BOARD VACANCIES; 3. REVIEW ANNUALLY THE SIZE, COMPOSITION AND LEADERSHIP OF EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM, INCLUDING THE WELLSPAN HEALTH BOARD OF DIRECTORS AS A WHOLE, ITS COMMITTEES, AND ANY ADVISORY BODIES, MAKE A DETERMINATION OF WHETHER THE BOARD, ITS COMMITTEES AND ANY ADVISORY BODIES REFLECT THE APPROPRIATE BALANCE OF INDEPENDENCE, SOUND JUDGMENT, BUSINESS SPECIALIZATION, TECHNICAL SKILLS, DIVERSITY, FUNDRAISING AND DEVELOPMENT ABILITY, GEOGRAPHIC AND DEMOGRAPHIC REPRESENTATION, AND OTHER DESIRED QUALITIES, AND RECOMMEND ANY APPROPRIATE CHANGES TO THE WELLSPAN HEALTH BOARD OF DIRECTORS; 4. COORDINATE AND OVERSEE A PERIODIC SELF-EVALUATION OF THE ROLE AND PERFORMANCE OF EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM, INCLUDING THE WELLSPAN HEALTH BOARD OF DIRECTORS, ITS COMMITTEES, AND ANY ADVISORY BODIES, AND EACH OF THEIR DIRECTORS AND OFFICERS; 5. DEVELOP AND RECOMMEND FOR APPROVAL BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, REVIEW THE EFFECTIVENESS OF, AND RECOMMEND MODIFICATIONS AS APPROPRIATE TO, THE ORGANIZATION'S COMMITTEE STRUCTURE AND ORGANIZATIONAL DOCUMENTS, INCLUDING THE ARTICLES OF INCORPORATION, BYLAWS, BOARD-APPROVED POLICIES AND GUIDELINES, AND COMMITTEE CHARTERS; 6. THE GOVERNANCE COMMITTEE SHALL UNDERTAKE THE RESPONSIBILITY FOR BOARD EDUCATION AND BOARD RETREAT PLANNING. IN ADDITION, THE GOVERNANCE COMMITTEE SHALL COORDINATE WITH MANAGEMENT TO DEVELOP AND IMPLEMENT AN EFFECTIVE ORIENTATION PROGRAM FOR NEW DIRECTORS, INCLUDING ASSIGNMENT OF EXPERIENCED DIRECTORS AS APPROPRIATE MENTORS OF NEW DIRECTORS. 7. REVIEW EMERGING CORPORATE GOVERNANCE ISSUES AND BEST GOVERNANCE PRACTICES AND MAKE APPROPRIATE RECOMMENDATIONS TO THE WELLSPAN HEALTH BOARD OF DIRECTORS; 8. CONDUCT A PERIODIC SELF-EVALUATION OF THE PERFORMANCE OF THE COMMITTEE, INCLUDING ITS EFFECTIVENESS AND COMPLIANCE WITH THIS CHARTER, AND RECOMMEND TO THE WELLSPAN HEALTH BOARD OF DIRECTORS MODIFICATIONS AS APPROPRIATE; 9. THE GOVERNANCE COMMITTEE SHALL MAINTAIN MINUTES OF GOVERNANCE COMMITTEE MEETINGS AND RECORDS OF ITS ACTIVITIES AND SHALL REPORT PROMPTLY TO THE WELLSPAN HEALTH BOARD OF DIRECTORS ANY ACTION TAKEN BY THE GOVERNANCE COMMITTEE, ANY RECOMMENDATIONS OF THE GOVERNANCE COMMITTEE, AND ANY OTHER MATTERS THE GOVERNANCE COMMITTEE DEEMS APPROPRIATE OR THE WELLSPAN HEALTH BOARD OF DIRECTORS REQUESTS. 10. THE GOVERNANCE COMMITTEE SHALL UNDERTAKE SUCH OTHER RESPONSIBILITIES AS THE WELLSPAN HEALTH BOARD OF DIRECTORS MAY DELEGATE OR ASSIGN TO THE GOVERNANCE COMMITTEE FROM TIME TO TIME. THE GOVERNANCE COMMITTEE SHALL BE RESPONSIBLE TO, AND SUBJECT TO THE DIRECTION AND CONTROL OF, THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE WELLSPAN HEALTH BOARD OF DIRECTORS SHALL BE SOLELY RESPONSIBLE FOR DELINEATING THE RESPONSIBILITIES OF THE GOVERNANCE COMMITTEE. THE GOVERNANCE COMMITTEE SHALL PERFORM ONLY SUCH FUNCTIONS AND DUTIES AS SHALL FROM TIME TO TIME BE SPECIFICALLY DELEGATED TO THE GOVERNANCE COMMITTEE BY THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE GOVERNANCE COMMITTEE DOES NOT HAVE DELEGATED AUTHORITY TO TAKE FINAL AND BINDING ACTIONS ON BEHALF OF WELLSPAN HEALTH, AND THEREFORE ANY ACTIONS AND RECOMMENDATIONS OF THE COMMITTEE MUST BE APPROVED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS BEFORE THEY ARE FINAL AND BINDING. IN DISCHARGING ITS ROLE, THE GOVERNANCE COMMITTEE IS EMPOWERED TO INQUIRE INTO ANY MATTER IT CONSIDERS APPROPRIATE TO CARRY OUT ITS RESPONSIBILITIES, WITH ACCESS TO ALL BOOKS, RECORDS, FACILITIES, AND PERSONNEL OF THE WELLSPAN SYSTEM. FORM 990, PART VI, SECTION B, LINE 11B 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. FORM 990, PART VI, SECTION B, LINE 12C OFFICERS, DIRECTORS, AND KEY EMPLOYEES ARE REQUIRED TO COMPLETE A WELLSPAN HEALTH "CONFLICT OF INTEREST DISCLOSURE STATEMENT" QUESTIONNAIRE ANNUALLY. THE INTERNAL AUDIT DEPARTMENT OF WELLSPAN HEALTH ADMINISTERS THE QUESTIONNAIRES. THERE SHALL BE FULL DISCLOSURE BY A 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. ADDITIONALLY, ALL BOARD MEMBERS, EMPLOYEES, STUDENTS, AND VOLUNTEERS OF WELLSPAN HEALTH AND ITS RELATED ORGANIZATIONS MUST COMPLETE A "CODE OF CONDUCT" FORM TO ACKNOWLEDGE THAT HE OR SHE UNDERSTANDS THAT WE ALL HAVE AN OBLIGATION TO ACT IN WAYS THAT WILL MERIT THE TRUST, CONFIDENCE, AND RESPECT OF THE COMMUNITY WE SERVE, OTHER HEALTH CARE PROVIDERS, AND ALL OF THOSE WITH WHOM WE INTERACT. FORM 990, PART VI, SECTION B, LINE 15B THIS ORGANIZATION DOES NOT DIRECTLY COMPENSATE ANY EMPLOYEES. THE FOLLOWING PROCEDURE IS FOLLOWED BY OUR PARENT COMPANY AND AFFILIATES IN SETTING COMPENSATION. THE PRIMARY PURPOSE OF WELLSPAN HEALTH COMPENSATION COMMITTEE, AS ASSIGNED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, IS TO REVIEW COMPENSATION PACKAGES OFFERED AND/OR PAID TO SENIOR SYSTEM EXECUTIVES AND PRACTICING PHYSICIANS EMPLOYED WITHIN THE SYSTEM. THE COMPENSATION COMMITTEE SHALL MONITOR AND EVALUATE THE PERFORMANCE OF THE PRESIDENT AND CEO OF WELLSPAN HEALTH AND SHALL, AT LEAST ANNUALLY, COORDINATE THE IN-PERSON PERFORMANCE REVIEW OF THE PRESIDENT AND CEO BY THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE SHALL CONSIST OF 5-10 MEMBERS OF THE WELLSPAN HEALTH BOARD OF DIRECTORS, INCLUDING THE CHAIR AND THE VICE CHAIR. EACH COMPENSATION COMMITTEE MEMBER SHALL BE NOMINATED BY THE GOVERNANCE COMMITTEE, AND APPOINTED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, FOR A TERM OF ONE (1) YEAR. REAPPOINTMENT OF A COMPENSATION COMMITTEE MEMBER FOR MORE THAN ONE (1) TERM IS NOT AUTOMATIC OR PRESUMED AND SHALL BE BASED ON AN INDIVIDUAL PERFORMANCE EVALUATION OF THE COMPENSATION COMMITTEE MEMBER (AS PERFORMED OR OVERSEEN BY THE GOVERNANCE COMMITTEE). THE COMPENSATION COMMITTEE SHALL BE RESPONSIBLE TO, AND SUBJECT TO THE DIRECTION AND CONTROL OF, THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE WELLSPAN HEALTH BOARD OF DIRECTORS SHALL BE SOLELY RESPONSIBLE FOR DELINEATING THE RESPONSIBILITIES OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE SHALL PERFORM ONLY SUCH FUNCTIONS AND DUTIES AS SHALL FROM TIME TO TIME BE SPECIFICALLY DELEGATED TO THE COMPENSATION COMMITTEE BY THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE DOES NOT HAVE DELEGATED AUTHORITY, AND THEREFORE ANY ACTIONS AND RECOMMENDATIONS OF THE COMMITTEE MUST BE APPROVED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS BEFORE THEY ARE FINAL AND BINDING. IN DISCHARGING ITS ROLE, THE COMPENSATION COMMITTEE IS EMPOWERED TO INQUIRE INTO ANY MATTER IT CONSIDERS APPROPRIATE TO CARRY OUT ITS RESPONSIBILITIES, WITH ACCESS TO ALL BOOKS, RECORDS, FACILITIES, AND PERSONNEL OF THE WELLSPAN SYSTEM. THE FOLLOWING RESPONSIBILITIES ARE SET FORTH AS A GUIDE FOR FULFILLING THE COMPENSATION COMMITTEE'S PURPOSES IN SUCH MANNER AS THE COMMITTEE DETERMINES IS APPROPRIATE: 1. SET, PERIODICALLY REVIEW AND ENSURE COMPLIANCE WITH THE EXECUTIVE COMPENSATION PHILOSOPHY FOR WELLSPAN, IN AN EFFORT TO ATTRACT AND RETAIN HIGH QUALITY EXECUTIVES, WHILE CONSIDERING COMPENSATION OFFERED TO THOSE IN COMPARABLE POSITIONS IN SIMILAR EMPLOYMENT MARKETS AS WELL AS THE SYSTEM'S NEEDS AND FINANCIAL RESOURCES. 2. RECOMMEND APPROVAL OF EXECUTIVE COMPENSATION PROGRAM ELEMENTS (INCENTIVES, SUPPLEMENTAL BENEFITS, ETC.). 3. IN CONJUNCTION WITH THE WELLSPAN HEALTH BOARD OF DIRECTORS, EVALUATE PERFORMANCE AND ESTABLISH COMPENSATION FOR THE PRESIDENT & CEO OF WELLSPAN HEALTH. 4. EVALUATE EXECUTIVE TEAM PERFORMANCE AND ESTABLISH AWARDS. 5. RECOMMEND APPROVAL OF SENIOR EXECUTIVE BASE SALARY RANGES. 6. ALIGN EXECUTIVE COMPENSATION WITH EXECUTIVE TALENT MANAGEMENT AND SUCCESSION. 7. OVERSEE EMPLOYED PHYSICIAN COMPENSATION PROGRAM. 8. THE COMPENSATION COMMITTEE SHALL MAINTAIN MINUTES OF COMPENSATION COMMITTEE MEETINGS AND RECORDS OF ITS ACTIVITIES, AND SHALL REPORT PROMPTLY TO THE WELLSPAN HEALTH BOARD OF DIRECTORS ANY ACTION TAKEN BY THE COMPENSATION COMMITTEE, ANY RECOMMENDATIONS OF THE COMPENSATION COMMITTEE, AND ANY OTHER MATTERS THE COMPENSATION COMMITTEE DEEMS APPROPRIATE TO THE WELLSPAN HEALTH BOARD OF DIRECTORS REQUESTS. 9. THE COMPENSATION COMMITTEE SHALL UNDERTAKE SUCH OTHER RESPONSIBILITIES AS THE WELLSPAN HEALTH BOARD OF DIRECTORS MAY DELEGATE OR ASSIGN TO THE COMPENSATION COMMITTEE FROM TIME TO TIME. THE COMPENSATION COMMITTEE ALSO UTILIZES THE SERVICES OF SULLIVANCOTTER, AN INDEPENDENT, THIRD-PARTY HEALTH CARE COMPENSATION CONSULTANT, TO ALIGN AND STRUCTURE WORKFORCE COMPENSATION AND BENEFIT STRATEGIES THAT SUPPORT ENTERPRISE-WIDE TRANSFORMATION AND BUSINESS PERFORMANCE. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS, POLICIES, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: CHANGE IN FV DERIVATIVE 2,200,916. TRANSFER FROM CHAMBERSBURG HEALTH SERVICES 287,813. LOSS ON DEBT REFINANCING -548,847. 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