TY 2011 Form 990

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) BRIAN HASSLINGER BOARD MEMBER	1.0	X		0	0
(2) JOYCE K LAPP CFP BOARD MEMBER	1.0	X		0	0
(3) ELIZABETH HURWITZ-SCHWAB BOARD MEMBER	1.0	X		0	0
(4) FREDERICK THAYER BOARD MEMBER	1.0	X		0	0
(5) M KATHRYN BURKEY BOARD MEMBER	1.0	X		0	0
(6) MARY PIROLOZZI BOARD MEMBER	1.0	X		0	0
(7) ROLF HAARSTAD BOARD MEMBER	1.0	X		0	0
(8) SCOTT WATKINS MD BOARD MEMBER	1.0	X		0	0
(9) SHARON NICOL BOARD MEMBER	1.0	X		0	0
(10) RICHARD J WATRO BOARD MEMBER	1.0	X		0	0
(11) BARRY P RONAN PRESIDENT/CEO	40.0		X	694,160	159,101
(12) DONALD ALEXANDER CHAIRMAN	1.0		X	0	0
(13) GREGG WOLFF MD SECRETARY	1.0		X	0	0
(14) JOHN DAVIS VICE CHAIRMAN	1.0		X	0	0
(15) KIM LEONARD TREASURER	1.0		X	0	0
(16) KIMBERLY S REPAC VP CFO	40.0		X	310,801	42,476
(17) THOMAS C DOWDELL VP OPERATIONS COO	40.0		X	322,573	48,654

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(F) Estimated amount of other compensation from the organization and related organizations
(18) JO M WILSON VP SUPPORT OPERATIONS	40.0	X			171,371	0	29,279
(19) KEVIN R TURLEY VP SUPPORT OPERATIONS	40.0	X			163,875	0	34,762
(20) MARK J SULLIVAN VP HUMAN RESOURCES	40.0	X			205,636	0	35,443
(21) MICHELE R MARTZ VP FINANCIAL SERVICES	40.0	X			146,797	0	32,016
(22) NANCY D ADAMS VP CNO	40.0	X			232,672	0	38,810
(23) WILLIAM BYERS VP CIO	40.0	X			136,977	0	30,871
(24) GARY SCHMIDT MD PHYSICIAN	40.0		X		814,278	0	77,367
(25) CHRISTOPHER B HAAS MD PHYSICIAN	40.0		X		579,140	0	54,085
(26) MARK G NELSON MD PHYSICIAN	40.0		X		621,027	0	62,463
(27) ROBERT CHOU MD PHYSICIAN	40.0		X		503,031	0	55,375
(28) SUBRATO J DEB MD PHYSICIAN	40.0		X		590,181	0	60,491
(29) JAMES M RAVER MD PHYSICIAN	40.0			X	271,710	0	17,567

(A) Name and business address	(B) Description of services	(C) Compensation
HAYSTACK IMAGING PO Box 539 CUMBERLAND,MD21502	DIAGNOSTIC	12,417,991
PHARMACARE 3 COMMERCE DRIVE CUMBERLAND,MD21502	PHARMACY	3,949,919
ARAMARK HEALTHCARE 25271 NETWORK PLACE CHICAGO,IL606731252	DIETARY	2,161,535
CUMBERLAND ANESTHESIA PAIN PO BOX 1571 CUMBERLAND,MD215011571	ANESTHESIA	2,104,226
CROTHALL HEALTHCARE 13028 COLLECTIONS CENTER DRIVE CHICAGO,IL60693	HOUSEKEEPING	1,177,613
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 25

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	0
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	2,929,690	2,724,612	205,078
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	107,221,255	99,715,767	7,505,488
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	8,566,357	7,966,712	599,645
9	Other employee benefits .......	17,282,067	16,072,322	1,209,745
10	Payroll taxes ...........	7,447,885	6,926,533	521,352
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	244,286		244,286
c	Accounting ...........	0
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	0
g	Other ..........	0
12	Advertising and promotion ....	298,934	278,009	20,925
13	Office expenses .......	70,185,780	65,272,775	4,913,005
14	Information technology ......	3,573,615	3,323,462	250,153
15	Royalties ..	0
16	Occupancy ...........	4,368,361	4,015,544	352,817
17	Travel ............	658,368	612,282	46,086
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	0
20	Interest ...........	15,788,388		15,788,388
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	28,773,261	26,759,133	2,014,128
23	Insurance ..............	4,758,341	4,425,257	333,084
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule O.)
a	CONTRACTUAL/CHARITY	76,832,956	71,454,649	5,378,307
b	BAD DEBTS	5,817,391	5,410,174	407,217
c	MEDICAL PROFESSIONAL FEES	6,474,489	6,021,275	453,214
d	MINORITY INTEREST	4,627,795	4,303,849	323,946
e
f	All other expenses	15,199,683	14,135,705	1,063,978
25	Total functional expenses. Add lines 1 through 24f	381,048,902	339,418,060	41,630,842	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet
	1	Cashnon-interest-bearing ..........	40,422,879	1	40,319,518
2	Savings and temporary cash investments .......	17,627,379	2	28,189,638
3	Pledges and grants receivable, net .........	0	3	0
4	Accounts receivable, net .........	44,624,768	4	41,515,157
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........	0	5	0
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........	0	6	0
7	Notes and loans receivable, net .............	0	7	0
8	Inventories for sale or use ..............	6,995,412	8	5,690,768
9	Prepaid expenses and deferred charges ............	5,037,911	9	4,018,510
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	588,061,789
b	Less: accumulated depreciation. .....	10b	233,610,084	373,141,092	10c	354,451,705
11	Investments—publicly traded securities ..........	0	11	0
12	Investments—other securities. See Part IV, line 11 ......	0	12	0
13	Investments—program-related. See Part IV, line 11 ..	0	13	0
14	Intangible assets .........	0	14	0
15	Other assets. See Part IV, line 11 ...........	70,862,266	15	82,467,230
16	Total assets. Add lines 1 through 15 (must equal line 34)...	558,711,707	16	556,652,526
	17	Accounts payable and accrued expenses .	28,343,570	17	30,486,432
18	Grants payable ..........	0	18	0
19	Deferred revenue ..........	0	19	0
20	Tax-exempt bond liabilities ..........	332,874,301	20	325,778,295
21	Escrow or custodial account liability. Complete Part IV of Schedule D..	0	21	0
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.....	50,016,857	25	94,475,959
26	Total liabilities. Add lines 17 through 25.....	411,234,728	26	450,740,686
		Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....	145,897,920	27	105,146,654
28	Temporarily restricted net assets .....	1,333,477	28	524,327
29	Permanently restricted net assets .....	245,582	29	240,859
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances .....	147,476,979	33	105,911,840
34	Total liabilities and net assets/fund balances .....	558,711,707	34	556,652,526

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

WESTERN MD HEALTH SYSTEM CORP INC

Employer identification number

52-0591531

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches. section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in

section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. Seesection 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Other

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the the supported organization? ................

11g(i)

(ii) a family member of a person described in (i) above? ......................

11g(ii)

(iii) a 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of support?
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of support?


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2011

Page 2

Part II

Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3..
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public Support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11	Total support (Add lines 7 through 10).

Gross receipts from related activities, etc. (See instructions.) ..................

First Five Years If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.......................................... right arrow

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f)) .........

Public Support Percentage for 2009 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2011. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ...................... right arrow

33 1/3% support test—2010. If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization .................................................. right arrow

10%-facts-and-circumstances test—2010. If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly
supported organization .............................................. right arrow

Private Foundation If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions ................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2011

Page 3

Part III

Support Schedule for Organizations Described in IRC 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public Support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13	Total support (Add lines 9, 10c, 11 and 12.).

Section C. Computation of Public Support Percentage

Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f)) .........

Public support percentage from 2010 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f)) ......

Investment income percentage from 2010 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2011. If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .......... right arrow

33 1/3% support tests—2010. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private Foundation If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2011

Page 4

Part IV

Supplemental Information. Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2011

Name of organization

WESTERN MD HEALTH SYSTEM CORP INC

Employer identification number

52-0591531

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... Arrow Bullet

Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2, of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 2

Name of organization WESTERN MD HEALTH SYSTEM CORP INC
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part I	Contributors (see Instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 3

Name of organization WESTERN MD HEALTH SYSTEM CORP INC
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part II	Noncash Property (see Instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 4

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Name of organization
WESTERN MD HEALTH SYSTEM CORP INC

Employer identification number

52-0591531

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

WESTERN MD HEALTH SYSTEM CORP INC

Employer identification number

52-0591531

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .......
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) ...
4	Aggregate value at end of year .......

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 170(h)(4)(B)(ii)? ....................................

Yes No

In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art,
historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service,
provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958), relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2011

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s accession and other records, check any of the following that are a significant use of its collection
items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIV and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back
1a	Beginning of year balance ....	1,567,441	2,281,205	2,244,200	185,778
b	Contributions ........	30,000	94,675	353,302	2,058,879
c	Net investment earnings, gains, and losses ...	-4,723	-755	12,294	9,552
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	-871,859	-807,684	-328,591	-10,009
f	Administrative expenses ....
g	End of year balance ......	2,464,577	3,182,809	2,938,387	2,264,218

Provide the estimated percentage of the year end balance (line 1g) held as:

Board designated or quasi-endowment SchDMd Bullet

33.410 %

Permanent endowment SchDMd Bullet

66.590 %

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

Yes

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIV the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	6,391,699		6,391,699
b	Buildings ................	400,563,339	108,179,358	292,383,981
c	Leasehold improvements ............
d	Equipment ................	171,197,908	121,923,846	49,274,062
e	Other .................	9,908,843	3,506,880	6,401,963
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				354,451,705

Schedule D (Form 990) 2011

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) FUNDS ON DEPOSIT WITH TRUSTEE				15,303,034
(2) OTHER ACCOUNTS RECEIVABLE				5,168,971
(3) A/R FROM AFFILIATES				1,647,358
(4) IMPREST FUND - W/C				1,037,166
(5) INVESTMENT-BOARD DESIGNATED				944,709
(6) RESTRICTED BY DONOR				732,477
(7) INVESTMENT IN AFFILIATES				16,752,365
(8) OTHER LONG TERM INVESTMENTS				36,623,391
(9) UNDER BOND INDENTURE				4,257,759
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				82,467,230

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Book value
Federal Income Taxes		0
FEDERAL INCOME TAXES		1,268
PAYABLES TO THIRD PARTY PROGRAMS		8,049,643
UNAMORTIZED BOND PREMIUM		10,189,547
EQUIPMENT LOAN PAYABLE		558,844
DEFERRED COMP		658,481
PROFESSIONAL INSURANCE		12,376,949
PENSION LIABILITY		60,202,223
MINORITY INTEREST PAYABLE		2,094,229
ASBESTOS ABATEMENT		344,775
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		94,475,959
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).

Schedule D (Form 990) 2011

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1	378,659,850
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	381,048,902
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	-2,389,052
4	Net unrealized gains (losses) on investments ..........................	4	660,637
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV.) .................................	8	-39,836,724
9	Total adjustments (net). Add lines 4 through 8 .........................	9	-39,176,087
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	-41,565,139

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	303,164,141
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	665,360
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV.) ............	2d
e	Add lines 2a through 2d .....................			2e	665,360
3	Subtract line 2e from line 1.....................			3	302,498,781
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIV.) ...........	4b	76,161,069
c	Add lines 4a and 4b.......................			4c	76,161,069
5	Total Revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	378,659,850

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............			1	300,260,038
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV.) ............	2d
e	Add lines 2a through 2d......................			2e
3	Subtract line 2e from line 1.....................			3	300,260,038
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIV.) ............	4b	80,788,864
c	Add lines 4a and 4b.......................			4c	80,788,864
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	381,048,902

Part XIV

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
Endowment Funds	Part V Line 4	Intended uses of the income from the pugh endowment fund are to provide free beds and free service to those who may become patients and who through financial inability may be unable to make provisions for their own medical and/or surgical relief. Anderson family foundation endowment fund is restricted for use to address hospital Acquired infections.
Other Changes in Net Assets	Part XI Line 8	Minimum Pension Liability Adjustment $ (39,795,000) Transfer to Operations (1,576,716) Income Released from Restricted 807,146 Restricted Donations 734,857 Caring Fund 6/30/2011 (39,720) Caring Fund 6/30/2012 32,709 ----------- Total $ (39,836,724) ===========
Other revenues included on Form 990	Part XII Line 4b	Deductions from revenue: Contractual Allowances: $ 60,884,103 Charity: 15,948,853 Rental Expenses Included in Revenue: (671,887) ----------- Total $ 76,161,069 ===========
Other Expenses included on Form 990	Part XIII Line 4b	Deductions from revenue: Contractual Allowances: $ 60,884,103 Charity: 15,948,853 Rental Expenses Included in Revenue: (671,887) Distributions to non-controlling interests: 4,627,795 ------------ Total: $ 80,788,864 ============
Liability for Uncertain Tax Positions (FIN 48 Footnote)	Schedule D Part X	The Health System and substantially all of its affiliates are exempt from federal income tax, except for unrelated business income, which is nonexistent, under Section 501(c)(3) of the Internal Revenue Code. Accordingly, no provision for income taxes is made in the consolidated financial statements for these entities.

Schedule D (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990,Part IV, line 14b, 15, or 16. Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization
WESTERN MD HEALTH SYSTEM CORP INC

Employer identification number

52-0591531

Part I

General Information on Activities Outside the United States. Complete if the organization answered
“Yes” to Form 990, Part IV, line 14b.

For grantmakers. Does the organization maintain records to substantiate the amount of its grants

and other assistance, the grantees' eligibility for the grants or assistance, and the selection criteria used

to award the grants or assistance? ..............................

Yes

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of its grants and other
assistance outside the United States.

Activites per Region. (Use Part V if additional space is needed.)

(a) Region		(b) Number of offices in the region	(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(e) If activity listed in (d) is a program service, describe specific type of service(s) in region	(f) Total expenditures for region/investments in region
	Central America and the Caribbean	1	Program Services	INSURANCE	2,048,884
















3a	Sub-total .....	1			2,048,884
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)	1			2,048,884

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2011

Schedule F (Form 990) 2011

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered "Yes" to Form 990,

Part IV, line 15, for any recipient who received more than $5,000. Check this box if no one recipient received more than $5,000 ........ MediumBullet

Use Part V if additional space is needed.

1 (a) Name of organization		(b) IRS code section and EIN (if applicable)	(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement	(g) Amount of of non-cash assistance	(h) Description of non-cash assistance	(i) Method of valuation (book, FMV, appraisal, other)

Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter ..... MediumBullet

Enter total number of other organizations or entities ........................ MediumBullet

Schedule F (Form 990) 2011

Schedule F (Form 990) 2011Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Use Part V if additional space is needed.

(a) Type of grant or assistance		(b) Region	(c) Number of recipients	(d) Amount of cash grant	(e) Manner of cash disbursement	(f) Amount of non-cash assistance	(g) Description of non-cash assistance	(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2011

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2011

Page 5

Part V

Supplemental Information
Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	ReturnReference	Explanation

Schedule F (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE H (Form 990)

Department of the Treasury
Internal Revenue Service

Hospitals

Complete if the organization answered "Yes" to Form 990, Part IV, question 20.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

WESTERN MD HEALTH SYSTEM CORP INC

Employer identification number

52-0591531

Part I

Charity Care and Certain Other Community Benefits at Cost

Yes

Did the organization have a financial assistance policy during the tax year? If "No," skip to question 6a....

Yes

If "Yes," was it a written policy? .......................

Yes

If the organization had multiple hospital facilities, indicate which of the following best describes application of the financial assistance policy to its various hospital facilities during the tax year.

Applied uniformly to all hospital facilities Applied uniformly to most hospital facilities Generally tailored to individual hospital facilities

Answer the following based on the financial assistance eligibility criteria that applied to the largest number of the organization's patients during the tax year.

Did the organization use Federal Poverty Guidelines (FPG) to determine eligibility for providing free care?

If "Yes," indicate which of the following was the FPG family income limit for eligibility for free care:

Yes

100% 150% 200% Other

Did the organization use FPG to determine eligibility for providing discounted care? If "Yes," indicate which of the

following was the family income limit for eligibility for discounted care: ............

Yes

200% 250% 300% 350% 400% Other

If the organization did not use FPG to determine eligibility, describe in Part VI the income based criteria for determining eligibility for free or discounted care. Include in the description whether the organization used an asset test or other threshold, regardless of income, to determine eligibility for free or discounted care.

Did the organization's financial assistance policy that applied to the largest number of its patients during the tax year provide for free or discounted care to the "medically indigent"? ..............

Yes

Did the organization budget amounts for free or discounted care provided under its financial assistance policy during the tax year? ............................

Yes

If "Yes," did the organization's financial assistance expenses exceed the budgeted amount?......

Yes

If "Yes" to line 5b, as a result of budget considerations, was the organization unable to provide free or discountedcare to a patient who was eligibile for free or discounted care?...............

Did the organization prepare a community benefit report during the tax year?...........

Yes

If "Yes," did the organization make it available to the public? ...............

Yes

Complete the following table using the worksheets provided in the Schedule H instructions. Do not submit these worksheets with the Schedule H.

Financial Assistance and Certain Other Community Benefits at Cost

	(b) Persons served (optional)	(c) Total community benefit expense	(d) Direct offsetting revenue	(e) Net community benefit expense	(f) Percent of total expense
a Financial Assistance at cost (from Worksheet 1) ..	27,970	14,375,312		14,375,312	3.770 %
b Medicaid (from Worksheet 3, column a) .....		7,886,184	6,743,673	1,142,511	0.300 %
c Costs of other means-tested government programs (from Worksheet 3, column b) .
dTotal Financial Assistance and Means-Tested Government Programs .....	27,970	22,261,496	6,743,673	15,517,823	4.070 %
Other Benefits e Community health improvement services and community benefit operations (from (Worksheet 4) ....	23,454	673,618	12,264	661,354	0.170 %
f Health professions education (from Worksheet 5) ..	105,609	731,686		731,686	0.190 %
g Subsidized health services (from Worksheet 6) ..	89,794	35,230,927	15,363,113	19,867,814	5.200 %
h Research (from Worksheet 7)
i Cash and in-kind contributions for community benefit (from Worksheet 8) ....	12,901	470,326	65,506	404,820	0.110 %
jTotal Other Benefits ...	231,758	37,106,557	15,440,883	21,665,674	5.670 %
kTotal. Add lines 7d and 7j. ..	259,728	59,368,053	22,184,556	37,183,497	9.740 %

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat. No. 50192T Schedule H (Form 990) 2011

Schedule H (Form 990) 2011

Page

Part II

Community Building Activities Complete this table if the organization conducted any community building activities during the tax year, and describe in Part VI how its community building activities promoted the health of the communities it serves.

		(c) Total community building expense	(e) Net community building expense	(f) Percent of total expense
1	Physical improvements and housing
2	Economic development
3	Community support	138,138	138,138	0.040 %
4	Environmental improvements
5	Leadership development and training for community members
6	Coalition building	130,586	130,586	0.030 %
7	Community health improvement advocacy
8	Workforce development	865,771	865,771	0.230 %
9	Other
10	Total	1,134,495	1,134,495	0.300 %

Part III

Bad Debt, Medicare, & Collection Practices

Section A. Bad Debt Expense

Yes

Did the organization report bad debt expense in accordance with Heathcare Financial Management Association Statement No. 15? ..........................

Yes

Enter the amount of the organization's bad debt expense........

7,390,933

Enter the estimated amount of the organization's bad debt expense attributable to patients eligible under the organization's financial assistance policy .....

1,573,541

Provide in Part VI the text of the footnote to the organization's financial statements that describes bad debt expense. In addition, describe the costing methodology used in determining the amounts reported on lines 2 and 3, and rationale for including a portion of bad debt amounts as community benefit.

Section B. Medicare

Enter total revenue received from Medicare (including DSH and IME).....

136,383,559

Enter Medicare allowable costs of care relating to payments on line 5.....

110,693,459

Subtract line 6 from line 5. This is the surplus or (shortfall)........

25,690,100

Describe in Part VI the extent to which any shortfall reported in line 7 should be treated as community benefit.Also describe in Part VI the costing methodology or source used to determine the amount reported on line 6.Check the box that describes the method used:

Cost accounting system Cost to charge ratio Other

Section C. Collection Practices

Did the organization have a written debt collection policy during the tax year? ..........

Yes

If "Yes," did the organization’s collection policy that applied to the largest number of its patients during the tax year contain provisions on the collection practices to be followed for patients who are known to qualify for financial assistance? Describe in Part VI.......................

Yes

Part IV

Management Companies and Joint Ventures

(see instructions)

(a) Name of entity	(b) Description of primary activity of entity	(c) Organization's profit % or stock ownership %	(e) Physicians' profit % or stock ownership %
1CUMBERLAND PROPERT	RENTAL	100.000 %
2WILLOWBROOK HEALTH S	HEALTHCARE	100.000 %
3JOHNSON HEIGHTS MED	RENTAL	83.950 %	16.050 %
4MEMORIAL MED CTR SER	BUILDING MAINTENANCE	100.000 %
5HAYSTACK IMAGING	HEALTHCARE	50.000 %	50.000 %
6
7
8
9
10
11
12
13

Schedule H (Form 990) 2011

Page

Part VFacility Information

Section A. Hospital Facilities (list in order of size from largest to smallest) How many hospital facilities did the organization operate during the tax year?1 Name and address		Other (Describe)
1	WESTERN MD REG MEDICAL CENTER 12500 WILLOWBROOK ROAD CUMBERLAND,MD21502	X	X	X

Schedule H (Form 990) 2011

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices.

(Complete a separate Section B for each of the hospital facilities listed in Part V, Section A)

WESTERN MD REG MEDICAL CENTER

Name of Hospital Facility:

Line Number of Hospital Facility (from Schedule H, Part V, Section A):1

				Yes	No
Community Health Needs Assessment (Lines 1 through 7 are optional for 2011)
1	During the tax year or any prior tax year, did the hospital facility conduct a community health needs assessment (“Needs Assessment”)? If “No,” skip to question 8. .....................		1	Yes
	If “Yes,” indicate what the Needs Assessment describes (check all that apply):
	a	A definition of the community served by the hospital facility
	b	Demographics of the community
	c	Existing health care facilities and resources within the community that are available to respond to the health needs of the community
	d	How data was obtained
	e	The health needs of the community
	f	Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups
	g	The process for identifying and prioritizing community health needs and services to meet the community health needs
	h	The process for consulting with persons representing the community’s interests
	i	Information gaps that limit the hospital facility’s ability to assess the community’s health needs
	j	Other (describe in Part VI)
2	Indicate the tax year the hospital facility last conducted a Needs Assessment: 20 12
3	In conducting its most recent Needs Assessment, did the hospital facility take into account input from persons who represent the community served by the hospital facility? If “Yes,” describe in Part VI how the hospital facility took into account input from persons who represent the community, and identify the persons the hospital facility consulted.		3	Yes
4	Was the hospital facility’s Needs Assessment conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI............................		4		No
5	Did the hospital facility make its Needs Assessment widely available to the public? ...........		5	Yes
	If “Yes,” indicate how the Needs Assessment was made widely available (check all that apply):
	a	Hospital facility’s website
	b	Available upon request from the hospital facility
	c	Other (describe in Part VI)
6	If the hospital facility addressed needs identified in its most recently conducted Needs Assessment, indicate how (check all that apply):
	a	Adoption of an implementation strategy to address the health needs of the hospital facility’s community
	b	Execution of the implementation strategy
	c	Participation in the development of a community-wide community benefit plan
	d	Participation in the execution of a community-wide community benefit plan
	e	Inclusion of a community benefit section in operational plans
	f	Adoption of a budget for provision of services that address the needs identified in the Needs Assessment
	g	Prioritization of health needs in the community
	h	Prioritization of services that the hospital facility will undertake to meet health needs in its community
	i	Other (describe in Part VI)
7	Did the hospital facility address all of the needs identified in its most recently conducted Needs Assessment? If “No,” explain in Part VI which needs it has not addressed and the reasons why it has not addressed such needs. ....		7	Yes
Financial Assistance Policy
	Did the hospital facility have in place during the tax year a written financial assistance policy that:
8	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?		8	Yes
9	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........		9	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.% If "No," explain in Part VI the criteria the hospital facility used.

Schedule H (Form 990) 2011

Page

Part VFacility Information (continued)

				Yes	No
10	Used FPG to determine eligibility for providing discounted care?.................		10	Yes
	If “Yes,” indicate the FPG family income limit for eligibility for discounted care: 300.% If "No," explain in Part VI the criteria the hospital facility used.
11	Explained the basis for calculating amounts charged to patients?.................		11	Yes
	If “Yes,” indicate the factors used in determining such amounts (check all that apply):
	a	Income level
	b	Asset level
	c	Medical indigency
	d	Insurance status
	e	Uninsured discount
	f	Medicaid/Medicare
	g	State regulation
	h	Other (describe in Part VI)
12	Explained the method for applying for financial assistance?...................		12	Yes
13	Included measures to publicize the policy within the community served by the hospital facility?.......		13	Yes
	If “Yes,” indicate how the hospital facility publicized the policy (check all that apply):
	a	The policy was posted on the hospital facility’s web site
	b	The policy was attached to all billing invoices
	c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
	d	The policy was posted in the hospital facility’s admissions offices
	e	The policy was provided, in writing, to patients upon admission to the hospital facility
	f	The policy was available upon request
	g	Other (describe in Part VI)
Billing and Collections
14	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......		14	Yes
15	Check all of the following collection actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
	a	Reporting to credit agency
	b	Lawsuits
	c	Liens on residences
	d	Body attachments
	e	Other similar actions (describe in Part VI)
16	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP?..........		16	Yes
	If “Yes,” check all actions in which the hospital facility or a third party engaged:
	a	Reporting to credit agency
	b	Lawsuits
	c	Liens on residences
	d	Body attachments
	e	Other similar actions (describe in Part VI)
17	Indicate which efforts the hospital facility made before initiating any of the actions checked in line 16 (check all that apply):
	a	Notified patients of the financial assistance policy upon admission
	b	Notified patients of the financial assistance policy prior to discharge
	c	Notified patients of the financial assistance policy in communications with the patients regarding the patients’ bills
	d	Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy
	e	Other (describe in Part VI)

Schedule H (Form 990) 2011

Page

Part VFacility Information (continued)

Policy Relating to Emergency Medical Care
				Yes	No
18	Did the hospital facility have in place during the tax year a written policy relating to emergency medical care that requires the hospital facility to provide, without discrimination, care for emergency medical conditions to individuals regardless of their eligibility under the hospital facility’s financial assistance policy?..........		18	Yes
	If “No,” indicate why:
	a	The hospital facility did not provide care for any emergency medical conditions
	b	The hospital facility’s policy was not in writing
	c	The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)
	d	Other (describe in Part VI)
Individuals Eligible for Financial Assistance
19	Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.
	a	The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged
	b	The hospital facility used the average of it's three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged
	c	The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged
	d	Other (describe in Part VI)
20	Did the hospital facility charge any of its patients who were eligible for assistance under the hospital facility’s financial assistance policy, and to whom the hospital facility provided emergency or other medically necessary services, more than the amounts generally billed to individuals who had insurance covering such care?.........		20		No
	If “Yes,” explain in Part VI.
21	Did the hospital facility charge any of its FAP-eligible patients an amount equal to the gross charge for any services provided to that patient?...............................		21	Yes
	If “Yes,” explain in Part VI.

Schedule H (Form 990) 2011

Page

Part VFacility Information (continued)

Section C. Other Health Care Facilities That Are Not Licensed, Registered, or Similarly Recognized as a Hospital Facility (list in order of size, from largest to smallest) How many non-hospital health care facilities did the organization operate during the tax year?1
Name and address		Type of Facility (describe)
1	FROSTBURG NURSING AND REHAB CT 48 TARN TERRACE FROSTBURG,MD21532	NURSING HOME
2
3
4
5
6
7
8
9
10

Schedule H (Form 990) 2011

Page

Part VI

Supplemental Information

Complete this part to provide the following information.

1	Required descriptions. Provide the descriptions required for Part I, lines 3c, 6a, and 7; Part II; Part III, lines 4, 8, and 9b; and Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 9, 10, 11h, 13g, 15e, 16e, 17e, 18d, 19d, 20, and 21.
2	Needs assessment. Describe how the organization assesses the health care needs of the communities it serves, in addition to any needs assessments reported in Part V, Section B.
3	Patient education of eligibility for assistance. Describe how the organization informs and educates patients and persons who may be billed for patient care about their eligibility for assistance under federal, state, or local government programs or under the organization’s financial assistance policy.
4	Community information. Describe the community the organization serves, taking into account the geographic area and demographic constituents it serves.
5	Promotion of community health. Provide any other information important to describing how the organization’s hospital facilities or other health care facilities further its exempt purpose by promoting the health of the community (e.g., open medical staff, community board, use of surplus funds, etc.).
6	Affiliated health care system. If the organization is part of an affiliated health care system, describe the respective roles of the organization and its affiliates in promoting the health of the communities served.
7	State filing of community benefit report. If applicable, identify all states with which the organization, or a related organization, files a community benefit report.

Identifier	ReturnReference	Explanation
SCHEDULE H, PART II COMMUNITY BUILDING ACTIVITIES		Community Support - WMHS has in place a disaster readiness program. As the largest hospital in the area and the largest employer, WMHS has incurred costs to be able to deal with a disaster if the need arises. Coalition building - WMHS works with community partners to improve the health in the community. Education programs, screenings, and various other events are conducted by WMHS. Workforce development - WMHS is actively involved in the recruitment of physicians and other health professionals for the federally medical underserved area through a collaboration with regional partners.
SCHEDULE H, PART III BAD DEBT EXPENSE, LINE 4		Bad debt expenses are for those services rendered to patients who have been determined to have the financial capacity, but are unwilling to pay. The total expense is write-offs, made after following the provisions of the hospital's collection and write-off policy, less bad debt recoveries. An estimate of the amount of charity care attributable to patients who likely would qualify for financial assistance under the hospital's charity care policy, if sufficient information was available to make a determination of their eligibility, is based upon a review of records of patients who had accounts written off. WMHS has an audit of its financial statements prepared. The community benefits amount shown in Schedule H - Part I do not include bad debt expense.
SCHEDULE H, PART III SECTION B MEDICARE, LINE 8		Maryland's regulatory system creates a unique process for hospital payment that differs from the rest of the nation. The Health Services Court Review Commission ("HSCRC") determines payment through a rate setting process and all payors, including governmental payors, pay the same amount for the same services delivered at the same hospital. Maryland's unique all payor system includes a method for referencing Uncompensated Care in each payors' rates, which does not enable Maryland hospitals to breakout any offsetting revenue related to Uncompensated Care.
SCHEDULE H, PART III SECTION B MEDICARE	LINE 8, COSTING METHODOLOGY	Cost to charge ratio.
SCHEDULE H, PART III SECTION C COLLECTION PRACTICES, LINE 9B		- The Western Maryland Health System provides care to all patients seeking care, regardless of their ability to pay. A patient's ability to pay is based on a review which is done by a member of the Health System's Business Office. This review assures that all patients who seek emergency or urgent care receive those services regardless of the patient's ability to pay. -In accordance with Maryland law, the Western Maryland Health System has a financial assistance policy and patients may be entitled to receive financial assistance with the cost of medically necessary hospital services if they have a low income, do not have insurance, or their insurance does not cover medically-necessary hospital care. -The Western Maryland Health System meets or exceeds the state's legal requirement by providing financial assistance based on income established by and published by the Federal Government each year. -Those patients that meet the financial assistance policy criteria described above may receive assistance from the Health System in paying their bill. If a patient believes he has wrongly been referred to a collection agency, he has the right to contact the hospital to request assistance.
SCHEDULE H, PART V FACILITY INFORMATION	COMMUNITY HEALTH NEEDS ASSESSMENT	Line 1, Description Line 3, Persons Consulted Line 5c, Available to Public Utilizing the Association of Community Health Improvement Toolkit, WMHS compiled a list of desired data and potential sources. Raw data from the over 40 sources was compiled and put on a dashboard, along with additional narrative for analysis. A complete list of the source list can be found at: http://www.alleganyhealthplanningcoalition.com/pdf/AlleganyCoDataSourceLis t07_2011.pdf Management teams from both the WMHS and the Allegany County Health Department reviewed the raw data, narrative, and source list, to identify missing elements, raise questions, and begin analysis. Criteria to identify the most significant health issues included magnitude, severity compared to target and level of need for vulnerable populations. The need for transportation was unclear based on the secondary data, so a survey was created and distributed to patients in the emergency department, health department clinics, and Tri-State Community Health Center (FQHC). The results of the survey were added to the data. WMHS worked collaboratively with the health department to create a presentation utilizing the following framework: - Demographics- Characteristics of community and patients - Lifestyle choices and environment - Health needs & disease status - Access to care (payors & providers, barriers) The WMHS Community Advisory Board helped create a list of community organizations and focus groups to participate in the process. Between July and October 2011, the WMHS Director of Community Health & Wellness and a representative from the Allegany County Health Department, shared the process and results of community health needs assessment in a public forum and in sessions with over 20 groups including: - WMHS Board of Directors & Community Advisory Board - Workgroup on Access to Care - Local Drug and Alcohol Abuse Council - Local Management Board - Community Wellness Coalition - Western Maryland AHEC Board - School Health Council - Mental Health Advisory Board - Board of Health - Cumberland Ministerial Assn. - County United Way - Cumberland Housing Rental Advisory Board - Neighborhood Advisory Commission - Community Trust Foundation - Allied Health Students at Allegany College of Maryland After presenting the data, participants were asked to identify the top 5 priorities in rank order based on a list of 13 identified community health needs, taking into consideration: - Community capacity to act on issue (money, politics, culture) - Feasibility of having measurable impact on issue - Community resources already focused on issue - Issue is root cause of other problems The option to identify additional needs was made available, but none were suggested. Participants were also asked to identify potential partners for addressing these needs and any known barriers. To examine the connection between community health needs, social determinants and economic development, meetings were held with City and County Government officials and representatives identified by County Administrator--from transportation, housing, economic development, public safety, and GIS as well as with the Allegany County Chamber of Commerce Economic Development Committee. A nominal process was used to combine the various rankings from the groups into a final draft list of priorities. Tobacco use, obesity, access to care, emotional & mental health, and substance abuse, top the list of priorities identified by the community. In August 2011, WMHS and ACHD met to identify the proposed membership of the Allegany County Health Planning Coalition. By October, the Coalition was confirmed; members met with representatives from SHIP, established a vision and mission, and approved the organizational structure and priority list. Rather than create duplicative committees, the Allegany County Health Planning Coalition utilizes established workgroups and committees already functioning successfully in the community. Communication is maintained between these entities and the Coalition either by Coalition members who serve on the committees or designated staff from WMHS or ACHD. The operational structure of the Coalition is provided by targeted staff at the Allegany County Health Department and the Western Maryland Health System. Once the priority needs were finalized, representatives from WMHS and ACHD researched and compiled evidence base practices, current programs/services, and potential partnerships to address each priority. Service line leaders at WMHS were asked to review this information and recommend strategies to address the needs. Members of the Allegany County Health Planning Coalition did the same. Based on these recommendations, the WMHS Director of Community Health and Wellness and the ACHD Health Planner, compiled a draft action plan for each priority need. The draft action plan was reviewed and edited by WMHS service line leaders and System Management. In addition to the strategies in the Local Health Action Plan, WMHS identified several strategies to independently address the needs of the community. By December 31, 2011, the data sources, analysis, identified community priorities and implementation plan were posted for the public at: http://www.alleganyhealthplanningcoalition.com/and the WMHS website has a link to the site. For each of the priorities, there are overall strategies, actions, identified partners, progress measures and a timeframe. The WMHS Board of Directors approved the plan of action on January 26, 2012. From January - April 2012, commitments to the action plan and suggested improvements were obtained from the identified community organizations and workgroups. Either WMHS or ACHD was identified as the lead agency for all actions in the plan, and lead and support sources for all of the measures were identified. Progress on the strategic actions are assessed and reported every six months. The lead agencies report to the Coalition, and then the members rank the level of progress made. The average ranking is used and demonstrated with signal strength symbols ranging from 1 for no progress to 5 for excellent. Justification for the progress assessment can be found in the Coalition minutes. The Local Health Action Plan has a baseline measure and 2014 goal for each of the 13 priorities. When appropriate, these measures were linked to a SHIP measure. A dashboard that shows the status based on the percentage variance between the county baseline and state baseline for each goal is posted at: http:/www.alleganyhealthplanningcoalition.com/ , under Local Health Action Plan. This dashboard will be updated annually. Information about community health needs was sought from the Allegany County Health Officer and various public health experts at both the local health department and state health department. As noted in the prior section, there were numerous community organizations consulted in the process including: Local Drug and Alcohol Abuse Council, Community Wellness Coalition, Mental Health Advisory Board, Cumberland Ministerial Association, Cumberland Housing Rental Advisory Board, Neighborhood Advisory Commission, Community Trust Foundation, and Allied Health Students at Allegany College of Maryland. Many of these entities are actually groups of organizations involving representatives from diverse sub populations within the service area. For example, the Local Drug and Alcohol Abuse Council involves representatives from Department of Social Services, Department of Juvenile Services, Regional Parole & Probation, State's Attorney, District Public Defender-Allegany and Garrett Counties, County Sheriff, Administrative Judge of the Circuit Court, substance abuse provider, Consumer - Addictions Treatment, ACHD, MD State Police, Board of Education, Frostburg State University, Allegany College of MD, Allegany Radio Corporation, Salvation Army, Chessie Federal Credit Union, Community Unity in Action, Affected Newborn Program, Youth Representative. Individuals ranging from elected officials to residents of public housing have been engaged in the process. In addition to the over 25 groups with which we discussed the community health needs assessment and local health action plan, we engaged the members of the Allegany County Health Planning Coalition. In addition to WMHS and ACHD, Coalition members are from: - Allegany County Public Schools - Western Maryland Area Health Education Center - County United Way - Tri-State Community Health Center (FQHC) - Allegany County Human Resources Development Commission It is the role of the Allegany County Health Planning Coalition to coordinate the strategic actions among community groups. Coordination includes monitoring progress and promoting public education regarding community health status. WMHS is the co-leader of the Coalition.
SCHEDULE H, PART V FACILITY INFORMATION	FINANCIAL ASSISTANCE POLICY, Line 19	WMHS determines the maximum amounts that can be charged to the Financial Assistance Policy ("FAP") eligible individuals by using sliding scale tables based upon percentages of Federal Poverty Levels ("FPL").
SCHEDULE H, PART V FACILITY INFORMATION	COMMUNITY HEALTH NEEDS ASSESSMENT, LINE 6I	WMHS and the Allegany County Health Department conducted a community health assessment in the summer of 2011. A local health action plan was developed to address the top 13 priorities identified by the assessment. Rising to the top of the list of priorities were tobacco use, obesity, access to care, and emotional and mental health. The WMHS board approved the needs assessment and action plan on January 26, 2012.
SCHEDULE H, PART V FACILITY INFORMATION	INDIVIDUALS ELIGIBLE FOR FINANCIAL ASSISTANCE, LINE 21	Maryland's regulatory system creates a unique process for hospital payment that differs from the rest of the nation. The Health Services Cost Review Commission (HSCRC) determines payment through a rate setting process and all payors, including government payors, pay the same amount for the same services delivered at the same hospital. In accordance with Maryland law, the Western Maryland Health System has a financial assistance policy and patients may be entitled to receive financial assistance with the cost of medically necessary hospital services if they have a low income, do not have insurance, or their insurance does not cover medically-necessary hospital care.
SCHEDULE H, PART VI SUPPLEMENTAL INFORMATION	PATIENT EDUCATION OF ELIGIBILITY FOR ASSISTANCE, LINE 3	Western Maryland Health System is committed to providing financial assistance to persons who have health care needs and are uninsured, underinsured, ineligible for a government program, or otherwise unable to pay, for medically necessary care based on their individual situation. A patient can qualify for Financial Assistance either through lack of sufficient insurance or financial hardship due to excessive medical debt. It is the policy of WMHS to provide Financial Assistance based on indigence or excessive medical debt for patients who meet specified financial criteria and request such assistance. WMHS will post notices of availability at patient registration sites, Admissions, Business Office and at the Emergency Department. Notice of availability will also be sent to patients on patient bill statements. A Patient Billing and Financial Assistance Information Sheet will be provided to inpatients via the Admission Handbook given to every admitted patient. This is provided to patients prior to discharge and is also available to all patients upon request.
SCHEDULE H, PART VI SUPPLEMENTAL INFORMATION	COMMUNITY INFORMATION, LINE 4	WMHS provides primary and secondary acute care services for a six county region covering the Upper Potomac region of Maryland, Eastern West Virginia and Southwestern Pennsylvania. With almost 87% of the patients residing in either Allegany County, Maryland (72.5%) or mineral county, West Virginia (13.94%), WMHS considers these communities its Community Benefit Service Area.
SCHEDULE H, PART VI SUPPLEMENTAL INFORMATION	PROMOTION OF COMMUNITY HEALTH, LINE 5	SEE COMMUNITY BENEFIT SUMMARY IN SCHEDULE O.
SCHEDULE H, PART VI SUPPLEMENTAL INFORMATION	AFFILIATED HEALTH CARE SYSTEM, LINE 6	- WESTERN MD HEALTH SYSTEM (EIN: 52-1971675), TAX EXEMPT UNDER 501(c)(3), PUBLIC CHARTY STATUS 3, HEALTH CARE FACILITY -SETON REGIONAL HEALTH SYSTEM (EIN: 52-1333566), TAX EXEMPT UNDER 501(c)(3), PUBLIC CHARITY STATUS 11 TYPE I, CHARITABLE -WMHS FOUNDATION (EIN: 35-2289841), TAX EXEMPT UNDER 501(c)(3), PUBLIC CHARITY STATUS 11 TYPE I, FUNDRAISING -MEMORIAL MEDICAL CENTER SERVICES (EIN: 52-1317704), C CORPORATION, BUILDING MAINTENANCE -WILLOWBROOK HC CONDO (37-1538510), C CORPORATION, CONDO MANAGEMENT -HAYSTACK CONSOLIDATED (52-1335895), C CORPORATION, MEDICAL SERVICES -WESTERN MD MEDICAL SUPPLY (26-0119241), C CORPORATION, MEDICAL SUPPLY SALES
SCHEDULE H, PART VI SUPPLEMENTAL INFORMATION	STATE FILING OF COMMUNITY BENEFIT REPORT, LINE 7	WMHS files a community benefit report with the Maryland Health Services Cost Review Commission (HSCRC).

Schedule H (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

WESTERN MD HEALTH SYSTEM CORP INC

Employer identification number

52-0591531

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? ....

Yes

Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ...............

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? ........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? ........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2011

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and column (E) for that individual.

(A) Name		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1) BARRY P RONAN	(i) (ii)	501,031 0	100,000 0	93,129 0	139,431 0	20,426 0	854,017 0	77,564
(2) KIMBERLY S REPAC	(i) (ii)	269,351 0	40,500 0	950 0	25,364 0	17,691 0	353,856 0
(3) THOMAS C DOWDELL	(i) (ii)	277,946 0	41,808 0	2,819 0	28,166 0	21,097 0	371,836 0
(4) JO M WILSON	(i) (ii)	155,004 0	15,500 0	867 0	15,493 0	14,108 0	200,972 0
(5) KEVIN R TURLEY	(i) (ii)	148,301 0	15,080 0	494 0	15,351 0	19,741 0	198,967 0
(6) MARK J SULLIVAN	(i) (ii)	185,278 0	18,600 0	1,758 0	18,986 0	16,862 0	241,484 0
(7) MICHELE R MARTZ	(i) (ii)	133,302 0	13,208 0	287 0	13,646 0	18,660 0	179,103 0
(8) NANCY D ADAMS	(i) (ii)	200,958 0	30,450 0	1,264 0	21,314 0	17,934 0	271,920 0
(9) GARY SCHMIDT MD	(i) (ii)	810,367 0	0 0	3,911 0	59,566 0	18,431 0	892,275 0
(10) CHRISTOPHER B HAAS MD	(i) (ii)	510,930 0	60,000 0	8,210 0	44,520 0	10,321 0	633,981 0
(11) MARK G NELSON MD	(i) (ii)	579,179 0	30,000 0	11,848 0	47,040 0	16,179 0	684,246 0
(12) ROBERT CHOU MD	(i) (ii)	467,190 0	35,000 0	841 0	39,665 0	16,466 0	559,162 0
(13) SUBRATO J DEB MD	(i) (ii)	508,695 0	75,000 0	6,486 0	45,069 0	16,179 0	651,429 0
(14) JAMES M RAVER MD	(i) (ii)	161,846 0	0 0	109,864 0	17,291 0	435 0	289,436 0
(15) WILLIAM BYERS	(i) (ii)	129,827 0	6,907 0	243 0	12,933 0	18,228 0	168,138 0

Schedule J (Form 990) 2011

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.

Identifier	Return Reference	Explanation
Severence Payments	Schedule J, Line 4a and Line 7	James M. Raver, MD received a severence payment in the amount of $108,435.
Supplemental Non-qualified Retirment Plan	Schedule J, Line 4b and Line 7	Barry P. Ronan received a SERP payout in the amount of $77,564.

Schedule J (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization
WESTERN MD HEALTH SYSTEM CORP INC

Employer identification number
52-0591531

Part I

Bond Issues

(a) Issuer Name		(b) Issuer EIN	(c) CUSIP #	(d) Date Issued	(e) Issue Price	(f) Description of Purpose	(g) Defeased		(h) On Behalf of Issuer		(i) Pool financing
(a) Issuer Name		(b) Issuer EIN	(c) CUSIP #	(d) Date Issued	(e) Issue Price	(f) Description of Purpose	Yes	No	Yes	No	Yes	No
A	MHHEFA	52-0936091	574217ZYA	11-14-2006	348,650,000	REPLACE HOSPITAL FACILITY		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . .	16,170,000
2 Amount of bonds legally defeased . . . . . . . . . .	0
3 Total proceeds of issue . . . . . . . . . . . . .	360,637,993
4 Gross proceeds in reserve funds . . . . . . . .	25,500,000
5 Capitalized interest from proceeds . . . . . . . . . .	31,542,000
6 Proceeds in refunding escrows . . . . . . . . . . .	8,371,923
7 Issuance costs from proceeds . . . . . . . . . . .	2,823,891
8 Credit enhancement from proceeds . . . . . . . . . .	0
9 Working capital expenditures from proceeds . . . . . . .	0
10 Capital expenditures from proceeds . . . . . . . . . .	292,400,179
11 Other spent proceeds . . . . . . . . . . .	0
12 Other unspent proceeds . . . . . . . . . . .	0
13 Year of substantial completion . . . . . . . . . . .	2009
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . .		X
15 Were the bonds issued as part of an advance refunding issue? . . . .	X
16 Has the final allocation of proceeds been made? . . . . . .	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . .	X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2011

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . .		X
b If ‘Yes’ to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . .
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . .		X
d If ‘Yes’ to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0%		%		%		%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	%		%		%		%
6 Total of lines 4 and 5 . . .. . . . . . . . .	%		%		%		%
7 Does the bond issue meet the private security or payment test? . . .	X
8 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?	X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has a Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate, been filed with respect to the bond issue? . . .		X
2 Is the bond issue a variable rate issue?		X
3a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X
b Name of provider . . . . . . . .	0
c Term of hedge . . . . . . . .
d Was the hedge superintegrated? . . . .
e Was a hedge terminated? . . . . .
4a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . .	X
b Name of provider . . . . . .	WACHOVIA SECURITIES
c Term of GIC . . . . . . .	30.
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . . .	X
5 Were any gross proceeds invested beyond an available temporary period? . . . . . .		X
6 Did the bond issue qualify for an exception to rebate? .		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X

Schedule K (Form 990) 2011

Page 3

Part V

Procedures To Undertake Corrective Action

Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations? . . . . . . . . . . . . . . YesNo

Part VI

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule K (see instructions).

Identifier	Return Reference	Explanation

Schedule K (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V lines 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

WESTERN MD HEALTH SYSTEM CORP INC

Employer identification number

52-0591531

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501 (c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(b) Description of transaction	(c) Corrected?
1(a) Name of disqualified person	(b) Description of transaction	Yes	No

Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958. ......................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a.

(a) Name of interested person and purpose	(b) Loan to or from the organization?		(c)Original principal amount	(d)Balance due	(e) In default?		(f) Approved by board or committee?		(g)Written agreement?
(a) Name of interested person and purpose	To	From	(c)Original principal amount	(d)Balance due	Yes	No	Yes	No	Yes	No






Total ............... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b)Relationship between interested person and the organization	(c)Amount of grant or type of assistance

For Privacy Act and Paperwork Reduction Act Notice, see the
Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2011

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) KIMBERLY S REPAC	SR. VP CFO	25,208,694	MD PHYSICIAN CARE		No
(2) BARRY P RONAN	PRESIDENT & CEO	25,208,694	MD PHYSICIAN CARE		No

Part V

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation
BUSINESS TRANSACTIONS WITH INTERESTED PERSONS	SCHEDULE L PART IV	These transactions represent the monetary value of business transactions between MD Physicians Care and Western Maryland Health System.

Schedule L (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

WESTERN MD HEALTH SYSTEM CORP INC

Employer identification number

52-0591531

Identifier	Return Reference	Explanation
OTHER PROGRAM SERVICES	PART III LINE 4D	EMERGENCY CARE Western Maryland Health System (WMHS) operates a 24-hour/7-day-a-week emergency room which serves as the designated area-wide trauma center. 57,146 visits were registered in the emergency room for the year ending June 30, 2012.
Officers and Trustees Business Relationships	Part VI, Line 2	Michele R. Martz (Key Employee) serves on the Board of the United Way of the Potomac Highlands of which Mary Beth Pirolozzi (Trustee) is the Executive Director. M. Kathryn Burkey (Trustee) serves on the Board of First United Corporation and First United Bank and Trust, of which Frederick Thayer (trustee) is a Senior Vice president.
Form 990 Governing Body Review	Part VI, Line 11	On an annual basis, the Executive Committee of the Board of Directors meets to review IRS Form 990 and 990T before it is filed with the Internal Revenue Service. The Chief Financial Officer (CFO) presents an executive summary and then provides a detailed review and explanation of each form. Any open items or questions are resolved prior to the filing of the form. Subsequent to its review, the Executive Committee reports back to the Board regarding its oversight of the Form 990. The board is informed that a complete copy of the Form 990 is available on the board's secure password protected web site.
Conflict of Interest Policy Compliance	Part VI, Line 12c	The WMHS Board of Directors monitors proposed or ongoing transactions for conflicts of interest and addresses any potential or actual conflicts. Pursuant to the Conflicts of Interest Policy, an annual conflict questionnaire is distributed to all interested persons. Interested persons are required to disclose real or potential conflicts at the time when such conflicts arise. When one becomes an interested person and annually thereafter, they are required to sign a statement affirming that they have received, read, understand, and agree to comply with the policy. The completed questionnaires are reviewed by the Board. The procedures for addressing any conflict include the conflict being fully disclosed and discussed with the interested person along with the potential resolutions of the conflict.
Process for Determining Compensation	Part VI, Line 15a & 15b	The Board appoints a Compensation Committee of independent directors without a conflict of interest with respect to the compensation arrangement, responsible for setting reasonable compensation packages for each officer or key employee, including the CEO. The Committee develops, consistent with organizational philosophy and principle, the annual performance goals and criteria to be used in determining merit increases and variable compensation. The Committee also hires an independent compensation and benefits specialist to review, analyze and provide benchmarking data for the total compensation and benefits packages. Comparability data is obtained for similar job responsibilities. Written records of all analyses are maintained to support decisions related to key employees and officers.
Availability of Governing Documents to Public	Part VI Line 19	While the federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection, the organization makes its financial statements available upon request. In Maryland, the organization's financial statements are also submitted to the Health Services Cost Review Commission which is available for public inspection as well.
Other Changes in Net Assets or Fund Balances	Part XI Line 5	Minimum Pension Liability Adjustment $ (39,795,000) Transfer to Operations (1,576,716) Income Released from Restricted 807,146 Restricted Donations 734,857 Caring Fund 6/30/2011 (39,720) Caring Fund 6/30/2012 32,709 Unrealized loss on investments 660,637 ----------- Total $ (39,176,087) ===========
Schedule H - Community Benefit Summary		Mission Statement: Superior care for all we serve Vision Statement: Demonstrated leader in the delivery of exceptional healthcare services throughout the tri-state region Core Values - i2care: - Integrity: Demonstrate honesty and straightforwardness in all relationships - Innovation: Pursue continuous improvement through creative new ideas, methods, and practices - Compassion: Show care and kindness to all we serve and with whom we work - Accountability: Ensure effective stewardship of the community's trust - Respect: Demonstrate a high regard for the dignity and worth of each person - Excellence: Strive for superior performance in all that we do
Community Benefit Summary (continued)		WMHS Overview: Western Maryland Health System (WMHS) strives to enhance patient care while reducing healthcare costs. Improving the overall health of the community is another important goal of WMHS. The Western Maryland Health System offers a comprehensive range of general and specialty services for medical, surgical, pediatric, and obstetrical patients. Sophisticated diagnostic testing services are provided at the hospital, as well as at off-site, outpatient diagnostic centers. An extensive range of physician specialties is available, with over 200 physicians practicing in the community. In an effort to further enhance health care services, WMHS developed 8 Specialty Centers - Behavioral Health, Cardiac Services, Children's and Adolescents' Health, Oncology Services, Outpatient Services, Orthopedics and Joint Reconstruction, Trauma Services and Women's Health. Emergency services are provided at the Western Maryland Regional Medical Center, which serves as the designated Area wide Trauma Center in the Maryland Institute for Emergency Medical Services Systems (MIEMSS). Critical care services, as well as surgical services, a trauma program and comprehensive inpatient rehabilitation unit. The Heart Institute at WMHS provides a comprehensive range of cardiac diagnostic and treatment services, including open-heart surgery and interventional cardiology (angioplasty). A full range of cancer services is available through the Schwab Family Regional Cancer Center, which is accredited by the American College of Surgeons. Included in the WMHS program are diagnostic testing; a wide array of treatment services, including radiation oncology; hospice services, and many patient support services. Long-term care services are provided through the Frostburg Nursing and Rehabilitation Center, an 88-bed nursing home. Improving the community's overall health is an important aspect of WMHS. Health promotion activities include health screenings, classes on adopting healthy lifestyles, and exercise programs. Special activities for children and senior citizens, as well as other at-risk populations, are offered throughout the year.
WMHS Strategic Goals FY2012 - FY2014		Increase Physician Collaboration: - Select and On-board Chief Medical Officer - Develop Physician Integration Working Group - Develop Financial Alignment Pilot Program - Implement Computerized Physician Order Entry/Electronic Health Records (CPOE/HER) Redesign Care Delivery: - Increase Primary Care Physician (PCP) Network and Reach - Develop Acute Care Pathways and Protocols - Expand Case Management to Comprehensive Disease Management - Enhance Care Transition Process to Post-Acute Care Providers Engage Patients and Improve Access to Care: - Identify and Act Upon Mission-Critical Aspects of Community Health and Wellness that WMHS Can Best Influence - Expand Employee Wellness to Improve the Health Status of WMHS Workforce and Establish WMHS as a Role Model for Healthy Living in the Community - Launch a Comprehensive Mission-Focused Campaign to Communicate Health and Wellness Information and Actively Engage At-Risk Populations in-Healthy Living Focus on Business Model Discipline: - Define Geographic and Product/Service Mix - Develop and Implement IT Infrastructure to Align with Strategic Initiatives - Improve the WMHS Value Proposition - Reduce Cost Structure - Improve the WMHS Value Proposition - Increase Clinical Quality - Develop Workforce Leadership to Improve Patient Experience
Community Health Assessment		The Western Maryland Health System is committed to improving the health of the citizens we serve and is a founding member of the Allegany County Health Planning Coalition. This is a group of community partners working together for a healthier community. WMHS and the Allegany County Health Department conducted a community health assessment in the summer of 2011. A local health action plan was developed to address the top 13 priorities identified by the assessment. Rising to the top of the list of priorities were tobacco use, obesity, access to care, and emotional and mental health. The statistical information compiled about the health status of the County and a summary of community health needs are available at www.alleganyhealthplanningcoalition.com. Actions to address each of the top 13 priorities are on the site as well. "These action plans are designed to engage everyone in the community, including businesses, churches, civic organizations, and individuals," explains Nancy Forlifer, Director of Community Health and Wellness at WMHS. "The strategies range from education about making healthier choices on a personal level to implementation of public policy changes that promote better health." The Coalition meets monthly and the public is welcome to attend the meetings, which are held at the Allegany County Health Department on Willowbrook Road. The meeting schedule and the minutes from the meetings are available on the website. Members of the Allegany County Health Planning Coalition include the Allegany County Health Department, WMHS, Allegany County Board of Education, County United Way, Tri-State Community Health Center, and the Western Maryland Area Health Education Center.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

WESTERN MD HEALTH SYSTEM CORP INC

Employer identification number

52-0591531

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" on Form 990, Part IV, line 33.)

(a) Name, address, and EIN of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled organization
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) WESTERN MD HEALTH SYSTEM PO BOX 539 CUMBERLAND,MD21501 52-1971675	HLTH CARE	MD	501(C)(3)	3	NA		No
(2) SETON REGIONAL HEALTH SYSTEM 900 SETON DRIVE CUMBERLAND,MD21502 52-1333566	CHARITABLE	MD	501(C)(3)	I-O	NA		No
(3) CUMBERLAND PROPERTIES INC PO BOX 539 CUMBERLAND,MD21501 52-1522252	RENTAL	MD	501(C)(3)	3	NA		No
(4) WMHS FOUNDATION PO BOX 539 CUMBERLAND,MD21501 35-2289841	FUNDRAISING	MD	501(C)(3)	I-O	NA		No
(5) WILLOWBROOK HEALTH SERVICES PO BOX 539 CUMBERLAND,MD21501 52-2005140	HLTH CARE	MD	501(C)(3)	3	NA		No

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2011

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) JOHNSON HEIGHTS 625 KENT AVENUE CUMBERLAND,MD21502 52-1775175	RENTAL	MD	NA	RELATED	-68,753	1,560,202		No	0	Yes		83.950 %
(2) HAYSTACK IMAGING 900 SETON DRIVE CUMBERLAND,MD21502 04-3783141	HLTH CARE	MD	NA	RELATED	4,646,917	2,772,055		No	0		No	50.000 %

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership
(1) MEMORIAL MED CTR SVCS PO BOX 539 CUMBERLAND,MD21501 52-1317704	BLDG MAINT	MD	NA	C CORP	-1,604	611,462	100.000 %
(2) WILLOWBROOK HC CONDO PO BOX 539 CUMBERLAND,MD21501 37-1538510	CONDO MGMT	MD	NA	C CORP	112	72,030	53.300 %
(3) HAYSTACK CONSOLIDATED 900 SETON DRIVE CUMBERLAND,MD21504 52-1335895	MED SVCS	MD	NA	C CORP	0	0
(4) WESTERN MD MED SUPPLY 11110 MEDICAL CAMPUS RD HAGERSTOWN,MD21742 26-0119241	MED SALES	MD	NA	LLC	-22,464	437,578	33.330 %

Schedule R (Form 990) 2011

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35, 35A, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III or IV.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

j Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

k Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

l Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

m Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

o Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved	(d) Method of determining amount involved
(1) JOHNSON SEIGHTS MEDICAL BLDG PARTNERSHIP	J P Q	273,879	MARKET
(2) HAYSTACK IMAGING SERVICES LLC	LKMNP	13,820,590	MARKET
(3) MEMORIAL MEDICAL CENTER SERVICES	P	50,466	MARKET
(4) WILLOWBROOK HEALTH CENTER CONDOMINIUM	K P	318,903	MARKET
(5) WMHS FOUNDATION INC	C N P	1,277,184	MAREKT
(6) WESTERN MARYLAND MEDICAL SUPPLY	P	826,356	MARKET

Schedule R (Form 990) 2011

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2011

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: THE MISSION OF WESTERN MD HEALTH SYSTEM IS TO IMPROVE THE HEALTH STATUS AND QUALITY OF LIFE OF THE INDIVIDUALS AND THE COMMUNITIES SERVED, ESPECIALLY THOSE IN NEED - SUPERIOR CARE FOR ALL WE SERVE
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a).....	3	15
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	10
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...	5	2,545
6	Total number of volunteers (estimate if necessary) ....	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	820,867
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	96,894

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	553,674	1,902,139
9	Program service revenue (Part VIII, line 2g) .........	357,244,346	366,612,044
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	6,892,177	8,163,641
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	5,578,838	1,982,026
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	370,269,035	378,659,850
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	135,322,094	143,447,254
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	223,956,359	237,601,648
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	359,278,453	381,048,902
19	Revenue less expenses. Subtract line 18 from line 12.......	10,990,582	-2,389,052
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	558,711,707	556,652,526
21	Total liabilities (Part X, line 26).............	411,234,728	450,740,686
22	Net assets or fund balances. Subtract line 21 from line 20.....	147,476,979	105,911,840

Sign Here

	Signature of officer	Date

	Type or print name and title.


4a	(Code: ) (Expenses $ 224,694,756 including grants of $ ) (Revenue $ 242,187,919 )
	ANCILLARY CARE WESTERN MARYLAND HEALTH SYSTEM (WMHS) OFFERS A COMPREHENSIVE RANGE OF GENERAL AND SPECIALTY SERVICES FOR PATIENTS. SURGICAL, LABORATORY, RADIOLOGY, CARDIOLOGY, CANCER, RESPIRATORY AND PULMONARY ARE THE LARGER SERVICES PROVIDED AT THE HOSPITAL. A SMALLER SCALE OF ANCILLARY SERVICES ARE PROVIDED AT THE NURSING HOME.

4b	(Code: ) (Expenses $ 79,423,826 including grants of $ ) (Revenue $ 85,729,796 )
	INPATIENT ROUTINE CARE WESTERN MARYLAND HEALTH SYSTEM (WMHS) IS A FULL SERVICE COMMUNITY HOSPITAL LICENSED FOR 283 BEDS INCLUDING MEDICAL-SURGICAL, INTENSIVE CARE, HIGH LEVEL CARE, OBSTETRIC, PEDIATRIC, PSYCHIATRIC REHABILITATION, NURSERY, AND 88 NURSING HOME BEDS. FOR THE YEAR, 14,807 PATIENTS WERE ADMITTED TO THE HOSPITAL AND FOR THE NURSING HOME, THE AVERAGE DAILY CENSUS WAS 81 PATIENTS. THE HEALTH SYSTEM ACCEPTS PATIENTS REGARDLESS OF THEIR ABILITY TO PAY. THOSE PATIENTS WHO MEET CERTAIN CRITERIA UNDER WMHS'S CHARITY CARE POLICIES RECEIVE SERVICES AT NO CHARGE OR AT AN AMOUNT LESS THAN FULL CHARGES.

4c	(Code: ) (Expenses $ 24,098,682 including grants of $ ) (Revenue $ 25,922,143 )
	PHYSICIAN PRACTICES, CLINICS, AND HOME CARE WESTERN MARYLAND HEALTH SYSTEM (WMHS) OPERATES 18 PHYSICIAN PRACTICES, 2 URGENT CARE CLINICS, AND A HOME CARE PRACTICE. THE PHYSICIAN PRACTICES HAD 77,830 ENCOUNTERS; THE CLINICS HAD 16,627 ENCOUNTERS AND HOME CARE HAD 26,819 VISITS FOR THE YEAR.

	(Code: ) (Expenses $ 11,200,796 including grants of $ ) (Revenue $ 11,959,527 )
	EMERGENCY CARE

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 11,200,796 including grants of $ ) (Revenue $ 11,959,527 )
4e	Total program service expenses$ 339,418,060

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	5,764,229	0	778,760

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		2,469
e	Government grants (contributions)1e		817,197

f	All other contributions, gifts, grants, and similar amounts not included above1f		1,082,473
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			1,902,139
			Business Code
2a	ANCILLARY CARE		621,990	243,000,578	242,187,919	812,659
b	INPATIENT ROUTINE CARE		621,990	85,729,796	85,729,796
c	PHYSICIAN PRACTICES, CLINICS & HOME CARE		621,990	25,922,143	25,922,143
d	EMERGENCY CARE		621,990	11,959,527	11,959,527
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			366,612,044
3	Investment income (including dividends, interest
	and other similar amounts).....			7,882,147		8,208	7,873,939
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			0
		(i) Real	(ii) Personal
6a	Gross rents	884,468	15,180
b	Less: rental expenses	671,887
c	Rental income or (loss)	212,581	15,180
d	Net rental income or (loss).......			227,761			227,761
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	30,782,615	1,971,330
b	Less: cost or other basis and sales expenses	30,501,129	1,971,322
c	Gain or (loss)	281,486	8
d	Net gain or (loss)..........			281,494			281,494
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a	CAFETERIA		621,500	155,709	155,709
b	REIMBURSEMENT OF EXPENSES		621,500	1,179,196	1,179,196
c	MISCELLANEOUS		621,500	419,360	419,360
d	All other revenue ....
e	Total. Add lines 11a–11d ......			1,754,265
12	Total revenue. See Instructions....			378,659,850	367,553,650	820,867	8,383,194


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			40,422,879	1	40,319,518
2	Savings and temporary cash investments .......			17,627,379	2	28,189,638
3	Pledges and grants receivable, net .........			0	3	0
4	Accounts receivable, net .........			44,624,768	4	41,515,157
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........			0	5	0
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........			0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			6,995,412	8	5,690,768
9	Prepaid expenses and deferred charges ............			5,037,911	9	4,018,510
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	588,061,789
b	Less: accumulated depreciation. .....	10b	233,610,084	373,141,092	10c	354,451,705
11	Investments—publicly traded securities ..........			0	11	0
12	Investments—other securities. See Part IV, line 11 ......			0	12	0
13	Investments—program-related. See Part IV, line 11 ..			0	13	0
14	Intangible assets .........			0	14	0
15	Other assets. See Part IV, line 11 ...........			70,862,266	15	82,467,230
16	Total assets. Add lines 1 through 15 (must equal line 34)...			558,711,707	16	556,652,526
17	Accounts payable and accrued expenses .			28,343,570	17	30,486,432
18	Grants payable ..........			0	18	0
19	Deferred revenue ..........			0	19	0
20	Tax-exempt bond liabilities ..........			332,874,301	20	325,778,295
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.....			50,016,857	25	94,475,959
26	Total liabilities. Add lines 17 through 25.....			411,234,728	26	450,740,686
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			145,897,920	27	105,146,654
28	Temporarily restricted net assets .....			1,333,477	28	524,327
29	Permanently restricted net assets .....			245,582	29	240,859
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances .....			147,476,979	33	105,911,840
34	Total liabilities and net assets/fund balances .....			558,711,707	34	556,652,526

1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 926 (see instructions for Form 926).................	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If " Yes," the organization may be required to file Form 3520 and/or Form 3520-A. (see instructions for Forms 3520 and 3520-A)..........	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with respect to Certain Foreign Corporations. (see instructions for Form 5471)..............................	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see instructions for Form 8621)	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with respect to Certain Foreign Partnerships. (see instructions for Form 8865)....................................	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see instructions for Form 5713)................................................	Yes	No