TY 2011 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2011

Open to Public Inspection

A For the calendar year, or tax year beginning 07-01-2011 and ending 06-30-2012

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
WELLSPAN HEALTH

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
PO BOX 2767

Room/suite

City or town, state or country, and ZIP + 4
YORK, PA17405

D Employer identification number

22-2517863

E Telephone number

G Gross receipts $ 143,697,382

F Name and address of principal officer:
Bruce M Bartels
PO Box 2767
York,PA174052767

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

WWW.WELLSPAN.ORG

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1983

M State of legal domicile: PA

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: WellSpan Health's charitable, non-profit mission is "working as one to improve health through exceptional care for all, lifelong wellness and healthy communities".
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a).....	3	14
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	14
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...	5	971
6	Total number of volunteers (estimate if necessary) ....	6	183
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	670,115
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	-145,027

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	33,614,729	24,446,776
9	Program service revenue (Part VIII, line 2g) .........	86,435,849	100,486,886
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	528,084	880,674
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	924,029	1,420,817
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	121,502,691	127,235,153
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	714,542	706,165
14	Benefits paid to or for members (Part IX, column (A), line 4).....		0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	72,639,573	78,476,267
16a	Professional fundraising fees (Part IX, column (A), line 11e).....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	49,447,627	51,505,746
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	122,801,742	130,688,178
19	Revenue less expenses. Subtract line 18 from line 12.......	-1,299,051	-3,453,025
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	88,627,568	106,615,513
21	Total liabilities (Part X, line 26).............	251,508,256	398,125,815
22	Net assets or fund balances. Subtract line 21 from line 20.....	-162,880,688	-291,510,302

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title.

Paid preparer use only

Print/type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name Right pointing arrowhead image

Firm's EIN Right pointing arrowhead image

Firm's address Right pointing arrowhead image

Phone no.

May the IRS discuss this return with the preparer shown above? See instructions ......... bullet

YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2011)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III .........

Briefly describe the organization’s mission: WellSpan Health is an integrated health system serving the greater Adams-York County region. As a community-based, not-for-profit organization, WellSpan is dedicated to improving the health and well-being of the people it serves. WellSpan will assume a leadership role and develop partnerships with other organizations to:improve access to coordinated, high quality, cost effective and compassionate healthcare services; educate the healthcare providers of tomorrow; promote healthy lifestyles and life-long wellness; and make its local communities healthier, more desirable places to live, work and play.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? .................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? .......................... Yes No

If “Yes,” describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 114,747,015 including grants of $ 706,165 ) (Revenue $ 100,562,480 )
	See Federal Supplemental Information Attachment: WellSpan Health - 2012 Community Benefit Report

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses$ 114,747,015

Form 990 (2011)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A Click to see attachment

.....................

Yes

Is the organization required to complete Schedule B, Schedule of Contributors? Click to see attachment

........

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If “Yes,” complete Schedule C,
Part II.........................

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C, Part III........................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I Click to see attachment

....................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas or historic structures? If “Yes,” complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,”
complete Schedule D, Part IV Click to see attachment

...................

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

Yes

If the organization’s answer to any of the following questions is ‘Yes,’ then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable:

Did the organization report an amount for land, buildings, and equipment in Part X, line10? If “Yes,” complete Schedule D, Part VI. Click to see attachment

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII. Click to see attachment

11b

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII. Click to see attachment

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX. Click to see attachment

11d

Yes

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X. Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X. Click to see attachment

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI, XII, and XIII Click to see attachment

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered ‘No’ to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E

14a

Did the organization maintain an office, employees, or agents outside of the United States?....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Part I.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the U.S.? If “Yes,” complete Schedule F, Part II..

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the U.S.? If “Yes,” complete Schedule F, Part III..

Did the organization report a total of more than $15,000, of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II..........

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................

20a

Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statement to this return? Note. All Form 990 filers that operated one or more hospitals must attach audited financial statements.

20b

Form 990 (2011)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.. Click to see attachment

Yes

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III..... Click to see attachment

Did the organization answer “Yes” to Part VII, Section A, questions 3, 4, or 5, about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J................ Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer questions 24b–24d and complete Schedule K. If “No,” go to line 25................ Click to see list of attachments

24a

Yes

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Yes

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I...... Click to see attachment

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................ Click to see attachment

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II......................... Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III......... Click to see attachment

Was the organization a party to a business transaction with one of the following parties? (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ......................... Click to see attachment

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV................... Click to see attachment

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or owner? If “Yes,” complete Schedule L, Part IV.. Click to see attachment

28c

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II.......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Parts II, III, IV, and V, line 1..................... Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

Yes

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment

35b

Yes

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2........... Click to see attachment

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2011)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V .........

Yes

Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable. .......

566

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable.

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements filed for the calendar year ending with or within the year covered by this return .....................

971

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?

Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file. (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?.............................

Yes

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

Yes

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account or securities account)?.......................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes” to line 5a or 5b, did the organization file Form 8886-T? ........

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible?..........

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?..........................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?...................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?...............

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?................

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?.........

Did the organization make a distribution to a donor, donor advisor, or related person?......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them) ........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year.

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. All 501(c)(29) organizations must list in Schedule O each state in which they are licensed to issue qualified health plans, the amount of reserves required by each state, and the amount of reserves the organization allocated to each state.

13a

Enter the aggregate amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans.

13b

Enter the aggregate amount of reserves on hand.

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2011)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI .........

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year
If the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent .................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? .................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ............

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ..........

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O .....

Section B. Policies (This Section B requests information about policies not required by the Internal
Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes? ....

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form?

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review the Form 990. .....

12a

Did the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Were officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done ....................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes," to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

Yes

If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Yes

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request

Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization: MediumBullet

DAVID RIZZUTO
3350 WHITEFORD ROAD
YORK,PA174029081
(717) 851-3055

Form 990 (2011)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII .........

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation, and current key employees. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organizations compensated any current or former officer, director, or trustee.

(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)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) William J Scott III Director	1.00	X			0	0	0
(2) Ernest Waters Director	1.00	X			0	0	0
(3) Larry Miller Vice Chair	1.00	X	X		0	0	0
(4) Richard Beamesderfer Director	1.00	X			0	0	0
(5) Wanda Major Director	1.00	X			0	0	0
(6) N Daniel Waltersdorff Director	1.00	X			0	0	0
(7) Samuel S Laucks II MD Director	1.00	X			0	0	0
(8) Jan Herrold Chairman	1.00	X	X		0	0	0
(9) Megan Shreve Director	1.00	X			0	0	0
(10) Daniel P Elby Director	1.00	X			0	0	0
(11) Steve Hovis Director	1.00	X			0	0	0
(12) Thomas P Bride DO Director	1.00	X			0	0	0
(13) Robert Brandt Director	1.00	X			0	0	0
(14) Michael Barley Secretary/Treas	1.00	X	X		0	0	0
(15) Michael F O'Connor CFO	40.00		X		545,763	0	347,807
(16) Bruce M Bartels President	40.00		X		4,307,133	0	635,755
(17) Kevin Mosser Exec VP & COO WellSpan Health	40.00			X	474,549	0	365,315

Form 990 (2011)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) Maria Royce Sr VP Planning & Comm Dev	40.00	X		212,850	0	192,023
(19) Keith Gee Senior VP Organizational Developmen	40.00	X		299,895	0	132,165
(20) Richard Seim Sr VP WSH, President WSS	40.00	X		520,134	0	309,883
(21) Richard Baker VP/Chief Information Officer	40.00	X		388,816	0	257,618
(22) Robert Batory Vice President HR	40.00	X		354,458	0	249,715
(23) William Gillespie VP/ Chief Technology Officer	40.00	X		231,533	0	38,978
(24) Glen Moffett VP/General Counsel	40.00	X		392,205	0	266,168
(25) Charles Chodroff Sr VP WSH & CCO & Pres SCP	40.00	X		505,317	0	321,575
(26) Douglas Heishman VP Fin Planning	40.00		X	231,672	0	48,808
(27) Richard Harley VP Treas Mgmt Serv	40.00		X	220,121	0	49,488
(28) Debra Bradley VP Ambulatory Serv	40.00		X	197,365	0	47,038
(29) Michael Murphy Chief Technology	40.00		X	328,072	0	51,561
(30) David Eitel Physician - CCM	40.00		X	232,118	0	56,742

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	9,442,001	3,370,639

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

119

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual .............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person .....

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
Owens Minor PO Box 8500-55182 Philadelphia,PA191785182	Consulting	1,616,850
TEK Systems Inc PO Box 198568 Atlanta,GA303848568	IT Consulting	711,161
First Consulting Group Department 200352 Dallas,TX753200352	Consulting	433,349
Emdeon Business Services 13093 Collections Center Drive Chicago,IL60693	Billing Services	589,976
Cardinal Valuelink PO Box 905867 Charlotte,NC282905867	Supply Management	406,825
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

Form 990 (2011)

Page 9

Part VIII

Statement of Revenue

				(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		22,544,655
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		1,902,121
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			24,446,776
			Business Code
2a	Management Fees		561,000	96,939,656	96,502,530	437,126
b	Apple Hill Surgical Ctr		621,990	1,430,104	1,430,104
c	Accounting Fees		541,200	2,117,126	2,031,394	85,732
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			100,486,886
3	Investment income (including dividends, interest
	and other similar amounts).....			601,711			601,711
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			0
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	16,607,914	133,278
b	Less: cost or other basis and sales expenses	16,404,545	57,684
c	Gain or (loss)	203,369	75,594
d	Net gain or (loss)..........			278,963	75,594		203,369
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	Print Shop Fees		561,000	591,231			591,231
b	Other Services		900,099	290,705		109,295	181,410
c	Child Care Services		812,900	232,735			232,735
d	All other revenue ....			306,146		37,962	268,184
e	Total. Add lines 11a–11d ......			1,420,817
12	Total revenue. See Instructions....			127,235,153	100,039,622	670,115	2,078,640

Form 990 (2011)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).
Check if Schedule O contains a response to any question in this Part IX. .........

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	706,165	706,165
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 ....	11,349,655	5,513,197	5,836,458
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	44,985,949	41,062,092	3,923,857
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	5,589,510	3,624,315	1,965,195
9	Other employee benefits .......	12,629,929	12,334,069	295,860
10	Payroll taxes ...........	3,921,224	3,332,301	588,923
11	Fees for services (non-employees):
a	Management ......	14,303	14,303
b	Legal .........	699,462	425,869	273,593
c	Accounting ...........	32,466		32,466
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	0
g	Other ..........	9,272,656	9,105,754	166,902
12	Advertising and promotion ....	1,438,386	1,438,086	300
13	Office expenses .......	2,544,571	2,146,187	398,384
14	Information technology ......	17,889,457	17,889,457
15	Royalties ..	0
16	Occupancy ...........	2,905,499	2,500,297	405,202
17	Travel ............	858,171	553,154	305,017
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	180,233	147,385	32,848
20	Interest ...........	867,896		867,896
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	10,721,193	10,683,019	38,174
23	Insurance ..............	427,851	8,948	418,903
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	Repair & Maintenence	384,894	370,278	14,616
b	Licenses/ Fees	611,037	608,766	2,271
c	Utilities	911,192	805,408	105,784
d	Dues and Subscriptions	1,196,463	936,250	260,213
e
f	All other expenses	550,016	541,715	8,301
25	Total functional expenses. Add lines 1 through 24f	130,688,178	114,747,015	15,941,163	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).

Form 990 (2011)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			5,214,109	1	930
2	Savings and temporary cash investments .......				2	709,285
3	Pledges and grants receivable, net .........				3	0
4	Accounts receivable, net .........			1,968,713	4	1,457,999
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........				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 ..........				6	0
7	Notes and loans receivable, net .............			2,536,061	7	36,519,727
8	Inventories for sale or use ..............			174,013	8	146,171
9	Prepaid expenses and deferred charges ............			10,896,932	9	10,571,660
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	76,942,280
b	Less: accumulated depreciation. .....	10b	49,507,773	29,225,445	10c	27,434,507
11	Investments—publicly traded securities ..........			8,029,810	11	10,905,738
12	Investments—other securities. See Part IV, line 11 ......				12	0
13	Investments—program-related. See Part IV, line 11 ..				13	0
14	Intangible assets .........			260,000	14	232,504
15	Other assets. See Part IV, line 11 ...........			30,322,485	15	18,636,992
16	Total assets. Add lines 1 through 15 (must equal line 34)...			88,627,568	16	106,615,513
17	Accounts payable and accrued expenses .			13,374,320	17	16,352,042
18	Grants payable ..........				18
19	Deferred revenue ..........			100,765	19	83,603
20	Tax-exempt bond liabilities ..........			2,532,948	20	2,490,198
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
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.....			235,500,223	25	379,199,972
26	Total liabilities. Add lines 17 through 25.....			251,508,256	26	398,125,815
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			-163,249,364	27	-291,927,011
28	Temporarily restricted net assets .....			368,676	28	416,709
29	Permanently restricted net assets .....				29
	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 .....			-162,880,688	33	-291,510,302
34	Total liabilities and net assets/fund balances .....			88,627,568	34	106,615,513

Form 990 (2011)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI .........

Total revenue (must equal Part VIII, column (A), line 12) ...

127,235,153

Total expenses (must equal Part IX, column (A), line 25) ....

130,688,178

Revenue less expenses. Subtract line 2 from line 1 ...

-3,453,025

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

-162,880,688

Other changes in net assets or fund balances (explain in Schedule O) ...

-125,176,589

Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) ....

-291,510,302

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII .........

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?....

Were the organization’s financial statements audited by an independent accountant?........

Yes

If “Yes,” to 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant? If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O. ...........................

Yes

If “Yes” to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separated basis

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? ................

Yes

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits. ..

Yes

Form 990 (2011)

Additional Data

Software ID:	11000144
Software Version:	2011v1.5

Form 990, Special Condition Description:

Special Condition Description

- 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

WELLSPAN HEALTH

Employer identification number

22-2517863

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	(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))	(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?
(1) WellSpan Specialty Services	232899911	3	Yes		Yes		Yes		543,999
(2) WellSpan Medical Group	232730785	9	Yes		Yes		Yes		1,154,223
(3) Healthy Community Pharmacy Inc	200519121	9		No	Yes		Yes		381,905
(4) VNA Home Health Services	231352573	9	Yes		Yes		Yes		235,895
(5) Gettysburg Hospital	231352220	3	Yes		Yes		Yes		14,884,776
(6) York Hospital	231352222	3	Yes		Yes		Yes		78,261,989
Total									95,462,787

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:	11000144
Software Version:	2011v1.5

- 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

WELLSPAN HEALTH

Employer identification number

22-2517863

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 WELLSPAN HEALTH
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 WELLSPAN HEALTH
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
WELLSPAN HEALTH

Employer identification number

22-2517863

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:	11000144
Software Version:	2011v1.5

- 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

WELLSPAN HEALTH

Employer identification number

22-2517863

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
1a	Beginning of year balance ....	368,676	256,314	237,858
b	Contributions ........	2,001,888	2,258,353	1,752,633
c	Net investment earnings, gains, and losses ...	5		90
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	1,953,860	2,145,991	1,734,267
f	Administrative expenses ....
g	End of year balance ......	416,709	368,676	256,314

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

100.000 %

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)

(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 .................
b	Buildings ................	7,515	7,515
c	Leasehold improvements ............	1,119,396	814,328	305,068
d	Equipment ................	70,171,576	48,685,930	21,485,646
e	Other .................	5,643,793		5,643,793
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				27,434,507

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) Prepaid Life Insurance				5,506,717
(2) Estimated Insurance Recoveries				8,530,004
(3) Advance Deposits-Blue Cross				87,733
(4) Advance Deposit-Royal/Citicorp				83,000
(5) Accounts receivable - interco




Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				18,636,992

Part X

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

1.(a) Description of Liability		(b) Book value
Federal Income Taxes
Vacation Accrual		4,653,302
Pension Accrual		284,763,085
Payroll Accrual		6,519,533
Note Payable - YH R &R		20,949,326
Note Payable - WRRRG		13,475
Liability Self Insurance Reserve		44,660,903
Intercompany AP		5,990,002
Capital Lease Obligation		4,209,992
Bank Payable		7,440,354
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		379,199,972
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	127,235,153
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	130,688,178
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	-3,453,025
4	Net unrealized gains (losses) on investments ..........................	4	454,762
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV.) .................................	8	-125,631,351
9	Total adjustments (net). Add lines 4 through 8 .........................	9	-125,176,589
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	-128,629,614

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	237,948,416
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	454,757
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV.) ............	2d	131,784,613
e	Add lines 2a through 2d .....................			2e	132,239,370
3	Subtract line 2e from line 1.....................			3	105,709,046
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	21,526,107
c	Add lines 4a and 4b.......................			4c	21,526,107
5	Total Revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	127,235,153

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............			1	261,969,712
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	131,784,613
e	Add lines 2a through 2d......................			2e	131,784,613
3	Subtract line 2e from line 1.....................			3	130,185,099
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	503,079
c	Add lines 4a and 4b.......................			4c	503,079
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	130,688,178

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
Part X	Part X : FIN48 Footnote	In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation NO. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement NO. 109, Accounting for Income Taxes (FIN 48), which creates a single model to address uncertainty in tax positions and clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. Under the requirements of FIN 48, tax-exempt organizations could now be required to record an obligation as the result of a tax position they have historically taken or various tax exposure items. Prior to FIN 48, the determination of when to record a liability for tax exposure was based on whether a liability was considered probable and reasonably estimable in accordance with SFAS No.5, Accounting for Contingencies. On July 1, 2007, the parent company, WellSpan Health, adopted FIN 48. WellSpan Health determined that it does not have any uncertain tax positions through June 30, 2012.
Part XIII, Line 4b	Part XIII, Line 4b: Other revenue amounts included on 990 but not included in F/S	Grant-Health Community Pharmacy $375000 Revenue netted against expense $128079
Part XIII, Line 2d	Part XIII, Line 2d: Other expenses and losses per audited F/S	WellSpan System Allocation - Health $XXX-XX-XXXX WellsSpan System Allocation - Insurance $13460699
Part XII, Line 4b	Part XII, Line 4b: Other revenue amounts included on 990 but not included in F/S	Restricted Contributions(Net) $48028 Grant-York Hospital $18910000 Grant-Gettysburg Hospital $2090000 Grant-WellSpan Health Care Services $350000 Revenue netted against expense $128079
Part XII, Line 2d	Part XII, Line 2d: Other revenue amounts included in F/S but not included on form 990	WellSpan System Allocation - Health $XXX-XX-XXXX WellSpan System Allocation - Insurance $13460699
Part XI, Line 8	Part XI, Line 8: Other Changes in Net Assets or Fund Balances	Net assets released from restriction-PPE $1308
Part V, Line 4	Part V, Line 4: Intended uses of the endowment fund.	The funds were used to improve the health and welfare of the residents of York and Adams counties of Pennsylvania.

Schedule D (Form 990) 2011

Additional Data

Software ID:	11000144
Software Version:	2011v1.5

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization
WELLSPAN HEALTH

Employer identification number
22-2517863

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Use
Part IV and Schedule I-1 (Form 990) if additional space is needed ......................... lBullet

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(e) Amount of non-cash assistance	(h) Purpose of grant or assistance
(1) York YMCA90 N Newberry St York,PA17401	23-1352600	501(c)(3)	12,000	0	Young Men's Leadership Conference
(2) York College of Pennsylvania441 Country Club Road York,PA17403	23-1352698	501(c)(3)	50,500	0	Policing Initiative
(3) York Co Community14 West Market St York,PA17401	86-1081184	501(c)(3)	18,000	0	York Counts Partner Support
(4) NAMI PA140 Roosevelt Avenue York,PA17401	23-2314602	501(c)(3)	15,000	0	Operational Support
(5) Healthy York County Coalition1101 S Edgar St Ste F York,PA17403	22-2517863	501(c)(3)	95,000	0	General Support
(6) Healthy Community PharmacyPO Box 2767 York,PA17405	20-0519121	501(C)(3)	375,000	0	General Support
(7) Healthy Adams County424 S Washington St Gettysburg,PA17325	23-1673727	501(c)(3)	32,400	0	Community Health Assess.& Vista
(8) Crispus Attucks605 S Duke St York,PA17403	23-1365320	501(c)(3)	60,000	0	Rent subsidy

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................. Bullet Image

Enter total number of other organizations listed in the line 1 table ......................... . Bullet Image

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

Cat. No. 50055P

Schedule I (Form 990) 2011

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Use Schedule I-1 (Form 990) if additional space is needed.

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

Part IV

Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.

Identifier	Return Reference	Explanation
Grantmaker's Description of How Grants are Used		All WellSpan non-research grant activities must be coordinated through the York Health Foundation and Gettysburg Hospital Foundation to insure that grant projects are implemented, evaluated, and monitored in accordance with applicable granting agency regulations, with WellSpan policies and procedures, and are consistent with the strategies and priorities of the organization. WellSpan has defined the processes by which grants are identified, developed, reviewed, approved, and monitored by the organization. This policy covers non-research grants applied for and received by an entity of WellSpan Health. It does not cover grants made by the organization. Research grants are defined as those that involve "a systematic investigation designed to develop or contribute to generalizable knowledge (45CFR 46.102(d)) and are overseen by Emig Research Center (Policy #619 Extramural Research Funding)

Schedule I (Form 990) 2011

Additional Data

Software ID:	11000144
Software Version:	2011v1.5

- 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

WELLSPAN HEALTH

Employer identification number

22-2517863

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? ...............

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 ............

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) William Gillespie	(i) (ii)	131,935	81,840	17,758	17,296	21,682	270,511	81,840
(2) Robert Batory	(i) (ii)	269,238	79,860	5,360	214,382	35,333	604,173	79,860
(3) Richard Seim	(i) (ii)	386,356	118,470	15,308	273,142	36,741	830,017	118,470
(4) Richard Harley	(i) (ii)	186,369	30,018	3,734	16,443	33,045	269,609
(5) Richard Baker	(i) (ii)	287,303	95,700	5,813	219,662	37,956	646,434	95,700
(6) Michael Murphy	(i) (ii)	287,536	40,536		14,275	37,286	379,633
(7) Michael F O'Connor	(i) (ii)	415,093	122,430	8,240	306,582	41,225	893,570	122,430
(8) Maria Royce	(i) (ii)	161,370	51,480		159,260	32,763	404,873	51,480
(9) Kevin Mosser	(i) (ii)	397,329	77,220		327,702	37,613	839,864	77,220
(10) Keith Gee	(i) (ii)	228,285	71,610		95,302	36,863	432,060	71,610
(11) Glen Moffett	(i) (ii)	304,755	87,450		230,142	36,026	658,373	87,450
(12) Douglas Heishman	(i) (ii)	196,044	31,687	3,941	17,306	31,502	280,480
(13) Debra Bradley	(i) (ii)	167,188	26,838	3,339	14,743	32,295	244,403
(14) David Eitel	(i) (ii)	232,118			17,339	39,403	288,860
(15) Charles Chodroff	(i) (ii)	377,017	120,780	7,520	283,362	38,213	826,892	120,780
(16) Bruce M Bartels	(i) (ii)	733,794	221,916	3,351,423	543,822	91,933	4,942,888	216,810

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
Sch J, Part I, Line 1a	Part I, Line 1a: Relevant information in regards to selections on 1a.	Bruce Bartels, WellSpan CEO, received additional compensation to cover the tax on personal use of his company vehicle.Michael Murphy, Chief Technology Officer, received additional compensation to cover housing expenses during his transition into his new position with WellSpan.

Schedule J (Form 990) 2011

Additional Data

Software ID:	11000144
Software Version:	2011v1.5

- 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
WELLSPAN HEALTH

Employer identification number
22-2517863

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	Adams County Industrial D	23-2988777		06-24-2011	1,645,915	Tax-exempt Lease Hosp. Equip.		X		X		X
B	Adams County Industrial D	23-2988777		03-23-2011	4,418,794	Tax-exempt Lease Hosp. Equip.		X		X		X
C	Adams County Industrial D	23-2988777		12-10-2010	4,162,692	Tax-exempt Lease Hosp. Equip.		X		X		X
D	Adams County Industrial D	23-2988777		08-31-2010	6,672,598	Tax-exempt Lease Hosp. Equip.		X		X		X
	General Authority of Sout	23-2982233		02-02-2011	211,700,000	Refund Bonds issued 11/12/2008		X		X	X
	General Authority of Southcentral Pennsylvania	23-2982233	84129NGC7	11-12-2008	406,699,143	Refund Bonds Issued		X		X	X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . .	252,485		681,821				237,450,000
2 Amount of bonds legally defeased . . . . . . . . . .
3 Total proceeds of issue . . . . . . . . . . . . .	1,645,915		4,418,794		211,700,000		485,261,491
4 Gross proceeds in reserve funds . . . . . . . .
5 Capitalized interest from proceeds . . . . . . . . . .	7,675,314						7,675,314
6 Proceeds in refunding escrows . . . . . . . . . . .
7 Issuance costs from proceeds . . . . . . . . . . .	3,023,004						3,023,004
8 Credit enhancement from proceeds . . . . . . . . . .	327,031						327,031
9 Working capital expenditures from proceeds . . . . . . .
10 Capital expenditures from proceeds . . . . . . . . . .	1,645,915		4,418,794				70,887,034
11 Other spent proceeds . . . . . . . . . . .	211,700,000				211,700,000		403,349,108
12 Other unspent proceeds . . . . . . . . . . .
13 Year of substantial completion . . . . . . . . . . .	2010		2010		2012		2012
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . .		X		X	X		X
15 Were the bonds issued as part of an advance refunding issue? . . . .		X		X		X		X
16 Has the final allocation of proceeds been made? . . . . . .	X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . .	X		X		X		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		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X		X		X		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		X		X		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		X		X		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 . .	%		%		%		%
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		X		X		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		X		X		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		X		X		X
2 Is the bond issue a variable rate issue?		X		X	X		X
3a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X		X		X		X
b Name of provider . . . . . . . .	NA		NA		NA
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		X		X		X
b Name of provider . . . . . .	NA		NA		NA		NA
c Term of GIC . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . . .
5 Were any gross proceeds invested beyond an available temporary period? . . . . . .		X		X	X		X
6 Did the bond issue qualify for an exception to rebate? .	X		X			X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X		X			X		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:	11000144
Software Version:	2011v1.5

- 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
WELLSPAN HEALTH

Employer identification number
22-2517863

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	Adams County Industrial D	23-2988777		06-24-2011	1,645,915	Tax-exempt Lease Hosp. Equip.		X		X		X
B	Adams County Industrial D	23-2988777		03-23-2011	4,418,794	Tax-exempt Lease Hosp. Equip.		X		X		X
C	Adams County Industrial D	23-2988777		12-10-2010	4,162,692	Tax-exempt Lease Hosp. Equip.		X		X		X
D	Adams County Industrial D	23-2988777		08-31-2010	6,672,598	Tax-exempt Lease Hosp. Equip.		X		X		X
	General Authority of Sout	23-2982233		02-02-2011	211,700,000	Refund Bonds issued 11/12/2008		X		X	X
	General Authority of Southcentral Pennsylvania	23-2982233	84129NGC7	11-12-2008	406,699,143	Refund Bonds Issued		X		X	X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . .	252,485		681,821				237,450,000
2 Amount of bonds legally defeased . . . . . . . . . .
3 Total proceeds of issue . . . . . . . . . . . . .	1,645,915		4,418,794		211,700,000		485,261,491
4 Gross proceeds in reserve funds . . . . . . . .
5 Capitalized interest from proceeds . . . . . . . . . .	7,675,314						7,675,314
6 Proceeds in refunding escrows . . . . . . . . . . .
7 Issuance costs from proceeds . . . . . . . . . . .	3,023,004						3,023,004
8 Credit enhancement from proceeds . . . . . . . . . .	327,031						327,031
9 Working capital expenditures from proceeds . . . . . . .
10 Capital expenditures from proceeds . . . . . . . . . .	1,645,915		4,418,794				70,887,034
11 Other spent proceeds . . . . . . . . . . .	211,700,000				211,700,000		403,349,108
12 Other unspent proceeds . . . . . . . . . . .
13 Year of substantial completion . . . . . . . . . . .	2010		2010		2012		2012
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . .		X		X	X		X
15 Were the bonds issued as part of an advance refunding issue? . . . .		X		X		X		X
16 Has the final allocation of proceeds been made? . . . . . .	X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . .	X		X		X		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		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X		X		X		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		X		X		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		X		X		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 . .	%		%		%		%
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		X		X		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		X		X		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		X		X		X
2 Is the bond issue a variable rate issue?		X		X	X		X
3a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X		X		X		X
b Name of provider . . . . . . . .	NA		NA		NA
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		X		X		X
b Name of provider . . . . . .	NA		NA		NA		NA
c Term of GIC . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . . .
5 Were any gross proceeds invested beyond an available temporary period? . . . . . .		X		X	X		X
6 Did the bond issue qualify for an exception to rebate? .	X		X			X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X		X			X		X

Schedule K (Form 990) 2011

Page 3

Part V

Procedures To Undertake Corrective Action

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:	11000144
Software Version:	2011v1.5

- 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

WELLSPAN HEALTH

Employer identification number

22-2517863

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) White Rose Surgical Associates Ltd	Pres.-Samuel S. Laucks,II	300,880	YH Resident Ed & Coverage		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

Schedule L (Form 990 or 990-EZ) 2011

Additional Data

Software ID:	11000144
Software Version:	2011v1.5

- 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

WELLSPAN HEALTH

Employer identification number

22-2517863

Identifier	Return Reference	Explanation
	Schedule K -Tax-Exempt Bonds	$412,230,0000 of Revenue Bonds for WellSpan Health Obligated Group, Series 2008A, 2008B, 2008C and 2008D were issued 11/12/2008 by General Authority of Southcentral Pennsylvania. WellSpan Health, the parent organization, allocated portions of the proceeds of this tax-exempt bond issue to York Hospital (22-2517863), Gettysburg Hospital (23-1352220), WellSpan Properties (22-2842252), and WellSpan Specialty Services (23-2899911). In order to remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue are reported on the WellSpan Health (22-2517863) Schedule K. As of 6/30/12, the allocation of the Debt Capital program was as follows: York Hospital $243,740,554 (63.07%), WellSpan Properties $60,749,589 (15.72%), WellSpan Health $2,490,198 (.64%), WellSpan Specialty Services $47,392,814 (12.26%) and Gettysburg Hospital $32,106,845 (8.31%). These amounts are reported on the respective balance sheets (Part X Line 20)for each of these entities.The 11/12/2008 issue included reissuance of all unspent proceeds from the refunded 2007 bond issue. Line 3 includes transferred proceeds & earnings on transferred proceeds.
Form 990, Part VI, Line 19	Form 990, Part VI, Line 19: Other Organization Documents Publicly Available	Governing documents, policies, and financial statements are available upon request.
Form 990, Part VI, Line 15b	Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees	The Compensation Committee of WellSpan Health is responsible for rewarding and reinforcing key executives for the achievement of annual and long-term performance objectives. The Compensation Committee shall consist of not more than six (6) persons, of whom two (2) shall be the Chairman and Vice Chairman of the Board of the Corporation, and the remaining members shall be such other persons as may be appointed by the Chairman of the Board of the Corporation, with the approval of the Board of Directors; provided, however, that the Compensation Committee shall not include any persons who are employed by the System. The Chairman of the Board of Gettysburg Hospital shall participate. The role of the Compensation Committee is to set the Executive Compensation Philosophy for the system and ensure adherence, evaluate performance and establish compensation for the WellSpan President, evaluate team performance of the executive team and establish awards, review and approve senior executive base salary ranges, and oversee employed physician compensation programs. The Committee will approve salary ranges for each executive position and review incumbent salaries annually. The Committee will be responsible for reviewing the President's salary each year, and if warranted, authorizing an adjustment to maintain competitiveness. The President will have the authority to make salary adjustments for subordiate positions. The Committee is responsible for approving and authorizing payment of the performance awards. The Committee will approve and authorize payment of the President's performance awards. Integrated Healthcare Strategies, Inc., based in Minneapolis Minnesota is the external consultant to the committee. This consultant focuses exclusively on executive and physician compensation in the health care industry. In summary, the executive and physician compensation review process consists of the following: 1) Cash compensation reviewed annually 2) Cash compensation reviewed by external consultant biennially 3) external total compensation (cash, incentives, benefits, perquisites) reviewed by external consultant periodically 4) Process is integrated with compensation analysis for other WellSpan positions 5) Committee decisions are documented in minutes maintained in Human Resources.
Form 990, Part VI, Line 12c	Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts	Officers, directors, and key employees fill out a WellSpan Health Conflict of Interest Disclosure Statement questionaire annually. The questionaire is administered by the Internal Audit Department of WellSpan Health, the Parent Company.There shall be full disclosure by any Director having a business or personal interest or relationship which may be in conflict with the interests of the Corporation. After such disclosure the Director shall abide by the determination of the Board of Directors as to whether a conflict exists, the extent to which, if at all, the Director will be permitted to be present during the Board of Directors' discussion of the matter in which the Director may be interested, and whether the Director will be permitted to participate in such discussion and cast a vote in such matter.
Form 990, Part VI, Line 11	Form 990, Part VI, Line 11: Form 990 Review Process	Management provided an electronic copy of the form 990 to each voting member of the organization's governing body, prior to its filing with the IRS. The organization's finance management team provided a presentation to the Audit Committee on the organization's 990 return.
		Client Note 1 - WellSpan Health - 2012 Community Benefit ReportWellSpan Health includes: WellSpan Gettysburg Hospital o WellSpan York Hospital o WellSpan Surgery and Rehabilitation Hospital o Apple Hill Surgical Center o VNA Home Health o WellSpan Medical Group o SOUTH CENTRAL Preferred o WellSpan Pharmacy o Gettysburg Hospital Foundation o York Health Foundation o York Provider NetworkWellSpan Health's Charitable, Non-Profit MissionWorking as one to improve health through exceptional care for all, lifelong wellness and healthy communities.At WellSpan Health, we are proud to be part of the communities of central Pennsylvania. That's why we are committed to understanding local health care needs and working with physicians, community leaders and area residents to establish services and programs where people live, work and play.By offering a vast array of inpatient, outpatient, home health and physician services and by partnering with other organizations and community physicians, we make it possible for people to find and access the health services that they need, without having to travel far from home.By working as one coordinated health care organization, we are transforming care through sophisticated clinical information technology and creating innovative new models as a means to create a high quality, exceptional patient experience.How We HelpEvery member of our community deserves the care they needAt WellSpan, it is our core belief that accessible health care is one of the keys to a healthy community. Yet, in York and Adams counties, there are nearly 40,000 individuals who live without adequate health insurance.This community health problem cannot be ignored and requires careful planning and forethought. Fortunately, WellSpan has done both.We take measures to care for those who have no insurance and are unable to pay. We offer discounted care to individuals whose income falls within 300 percent of federal poverty guidelines. Additionally, all uninsured patients, regardless of whether they qualify for charity care, receive discounts similar to those offered by private insurance companies. We offer free care to patients who participate in our charity care program.Together with our community partners, we support programs to take basic primary care and other services into urban and rural communities, improve access to oral health care and help people establish a "medical home" with a primary care physician.In 2012, WellSpan Health provided over $100 million in care for the uninsured and underinsured.The net cost of care provided in 2012:"Charity Care: $20.2 million in free care to patients who participated in our charity care program"Medicare: $64.8 million in cost greater than what was paid by Medicare"Medicaid: $58.8 million in cost greater than what was paid by Medicaid"Uncompensated Care: $26.2 million in services to patients who received care for which they did not pay and who did not participate in the charity care program"Community Education and Outreach: $6 million in free community education and outreach to children and at-risk groups"Medical, Dental and Pharmaceutical Care: $13.2 million to support services that provided discounted medical, dental and pharmaceutical care to people in needPrograms for the uninsured that WellSpan supported in 2012 include:oHealthConnect, a mobile health care program that provides basic primary care services and helps individuals find a medical home. This program benefits individuals who lack sufficient health insurance. Our progress:"1,312 visits"973 new patients"137 referrals to a primary care physicianoHealthy York Network and Healthy Community Pharmacy, a collaborative effort that facilitates access to discounted health care services and prescription medication. This program benefits individuals who lack sufficient health insurance. Our progress: "$33 million of care provided to more than 8,309 members "9,117 new members enrolled "52,234 prescriptions filledoCommunity Health Workers, who help people navigate the health care system, enroll in public assistance programs and implement health outreach programs. This program benefits individuals who lack sufficient health insurance and people of disparate populations. Our progress: "372 individuals were assisted with access to healthcare and enrollment in health assistance programs such as Healthy York NetworkoFamily First Health's Hannah Penn Health Center, a partnership of WellSpan York Hospital, Family First Health and the City of York School District. This program benefits underserved adults and children, including those who lack sufficient health insurance and those with Medicaid. Our progress: "3,658 acute and preventive medical visits "1,620 dental visits in calendar year 2011oWellSpan York Hospital Community Health Center, which provides primary care services, women's health care, HIV care and pediatric care for medically complex conditions. This program benefits adults and children who lack sufficient health insurance. Our progress:"22,763 primary care visits"18,670 obstetrics and gynecology visitsoThomas Hart Family Practice Center, which is staffed by resident and faculty physicians at WellSpan York Hospital and provides acute, chronic, preventive and obstetric care. The program benefits adults and children, many of whom lack sufficient health insurance. Our progress:"26,499 visitsoFamily First Health's Gettysburg Center, a federally qualified community health center that WellSpan supports to provide medical and dental services in Adams County. This program benefits underserved adults and children of Adams County, including those who lack sufficient health insurance and those with Medicaid. Our progress:"Actively supported the start-up of the center and its ability to attract 5,643 patients during the past year "Family First Health Center in Gettysburg began providing dental care to patients who are uninsured and those with MedicaidoThe George W. T. Bentzel, DDS Dental Center, which is staffed by licensed dentists and residents from the WellSpan York Hospital Dental Residency Program. This program benefits adults and children, many of whom lack sufficient dental insurance. Our progress:"14,325 outpatient visitsoHoodner Dental Center program that supports individuals who lack sufficient dental insurance and who qualify for Medical Assistance or the Healthy York Network. Our progress:"6,191 visitsHealthy CommunitiesAt WellSpan, we wholeheartedly agree with the World Health Organization's assessment that health is "a state of complete physical, mental and social well-being, not merely the absence of disease or infirmity." And we recognize the dangers and issues facing a community that cannot achieve this level of health.To help our communities become healthy places to live, work and play, we are constantly planning for the future, developing partnerships, building community assets, engaging citizens, and sponsoring initiatives. Our efforts are broad based and wide reaching, but so is the need. We believe that our progress, on all fronts, continues to make a difference.Community health initiatives WellSpan supported in 2012 include:oHealthy Adams County, a partnership of community members dedicated to continuing assessment, development and promotion of efforts toward improving physical, mental and social well-being. It addresses issues of health literacy, healthy lifestyles, oral health, quality health care for the chronically ill, and school wellness. Our progress includes:"Holding the sixth annual Adams County Health Summit, which included nearly 100 health and human services professionals and community residents "Partnering with PA Dept. of Conservation and Natural Resources and the South Mountain Partnership to hold a regional health summit in September 2012oHealthy York County Coalition, an ongoing, independent collaborative effort dedicated to improving the health and wellness of York County. It addresses health literacy, healthy lifestyles, oral health, quality health care for the chronically ill, and school wellness. Our progress includes:"The GO Explore the World! program promoted municipal, county and state parks in York County as places for children and families to be physically active. More than 10,818 passports were distributedoReach Out and Read program addressing early childhood literacy. Our progress includes:"5,488 books distributed to children ages six months to five yearsoSAFE, teams of specially trained Emergency Department nurses at WellSpan York Hospital and WellSpan Gettysburg Hospital who treat victims of sexual assault while simultaneously gathering evidence of a crime. Our progress includes:"Provided care to more than 400 patientsoCommunity Partnership Grants to address health and quality of life across south central Pennsylvania. Our progress includes grants of $238,900 provided to support:"York and Adams Counties Community Health Assessment "YorkCounts/York County Youth Development Center "National Alliance

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:	11000144
Software Version:	2011v1.5

- 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

WELLSPAN HEALTH

Employer identification number

22-2517863

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) Wellspan Properties PO Box 2767 York,PA174052767 22-2842252	Leases facilities to affiliates	PA	501(c)(3)	11 Type 1	WellSpan Health Care Services		No
(2) WellSpan Specialty Services PO Box 2767 York,PA174052767 23-2899911	Mgmt. hospice/home health care services	PA	501(c)(3)	11 Type 1	NA		No
(3) York Hospital PO Box 2767 York,PA174052767 23-1352222	Community teaching hospital	PA	501(c)(3)	3	NA		No
(4) York Health Foundation PO Box 2767 York,PA174052767 23-3050192	Charitable contributions for Wellspan entities	PA	501(c)(3)	11 Type 3	NA		No
(5) Wellspan Medical Group PO Box 2767 York,PA174052767 23-2730785	Medical and surgical care	PA	501(c)(3)	9	NA		No
(6) Wellspan Health Care Services PO Box 2767 York,PA174052767 23-2400237	Health-related activities in the service area	PA	501(c)(3)	11 Type 1	NA		No
(7) VNA Home Health Services PO Box 2767 York,PA174052767 23-1352573	Home health and hospice care services	PA	501(c)(3)	9	WellSpan Specialty Services		No
(8) VNA Community Services PO Box 2767 York,PA174052767 23-2338591	Home personal care services for elderly and disabled	PA	501(c)(3)	9	York VNA Home Care Inc		No
(9) Healthy Community Pharmacy Inc PO Box 2767 York,PA174052767 20-0519121	Reduced rate prescription drugs to uninsured	PA	501(c)(3)	11 Type 1	WellSpan Health Care Services		No
(10) Gettysburg Hospital Foundation PO Box 2767 York,PA174052767 23-2251358	Fundraising to support Gettysburg Hospital	PA	501(c)(3)	11 Type 1	Gettysburg Hospital		No
(11) Gettysburg Hospital PO Box 2767 York,PA174052767 23-1352220	Health Care Services	PA	501(c)(3)	3	NA		No
(12) Apple Hill Surgical Center Inc PO Box 2767 York,PA174052767 22-2842253	Sole GP in limited ptnrshp. operating surgical center	PA	501(c)(3)	9	WellSpan Health Care Services		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) Community Healthcare Imaging Partners PO Box 2767 York,PA174052767 23-2444154	MRI Center	PA	Q-WH-LLC	Related	-161,525	844,817		No		Yes		50.000 %
(2) Cherry Tree Cancer Center LLP PO Box 2767 York,PA174052767 23-2915628	Radiation	PA	WHCS		192,703	1,753,501		No			No	50.000 %
(3) Littlestown Health Care Partners 300 West King Street Littlestown,PA17340 23-2880464	Lease facil	PA	WHCS	Related	67,415	1,557,740		No			No	50.000 %
(4) Q-WH LLC PO Box 2767 York,PA174052767 20-8226561	GP of CHIP	PA	WHCS	Related	22,607	15,408		No			No	50.000 %
(5) Central PA Alliance Laboratories LLC PO Box 2767 York,PA174052767 23-2910950	Ref. Lab	PA	NA	Related	-71,640	277,191		No		Yes		20.000 %
(6) Apple Hill Surgical Center Partners PO Box 2767 York,PA174052767 23-2489452	Surgical Cn	PA	NA	Related	1,733,080	5,729,426		No			No	63.170 %

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) York Provider Network PO Box 2767 York,PA174052767 23-2907828	Coordinate managed care risk contract	PA	NA	C Corp			100.000 %
(2) York Health Plan PO Box 2767 York,PA174052767 23-2664989	Preferred Provider Organization	PA	NA	C corp	7,613,271	629,261	100.000 %
(3) Wellspan Reciprocal Risk Retention Group PO Box 2767 York,PA174052767 20-0048457	Risk Retention Group	PA	NA	C corp	104,611	334,893	1.490 %
(4) Wellspan Pharmacy Inc PO Box 2767 York,PA174052767 23-2374072	Dispenses Pharmaceuticals & IV Therapy	PA	WellSpan Health Care Services	C corp	3,741,850	8,547,738	100.000 %

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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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) . . . . . . . . . . . . . . . . . . . .

Yes

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

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

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

Yes

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) York Health Plan	p	977,508	General ledger
(2) York Health Plan	k	660,105	General ledger
(3) Wellspan Reciprocal Risk Retention Group	o	6,428,502	General ledger
(4) Wellspan Pharmacy Inc	p	945,882	General ledger
(5) Wellspan Pharmacy Inc	k	301,659	General ledger
(6) Cherry Tree Cancer Center LLP	r	213,000	K-1
(7) Apple Hill Surgical Center Partners	p	801,310	General ledger
(8) Apple Hill Surgical Center Partners	k	92,721	General ledger
(9) Wellspan Properties	p	70,650	General ledger
(10) Wellspan Properties	k	160,625	General ledger
(11) Wellspan Properties	j	2,221,816	General ledger
(12) WellSpan Specialty Services	p	750,810
(13) York Hospital	q	679,186	General Ledger
(14) York Hospital	p	61,563,204	General ledger
(15) York Hospital	l	98,041
(16) York Hospital	k	79,007,669	General ledger
(17) York Hospital	c	18,910,000	General Ledger
(18) York Health Foundation	p	125,842	General ledger
(19) Wellspan Medical Group	p	23,955,379	General ledger
(20) Wellspan Medical Group	k	1,848,585	General ledger
(21) Wellspan Health Care Services	c	350,000	General ledger
(22) VNA Home Health Services	p	1,776,165	General ledger
(23) VNA Home Health Services	k	321,009
(24) VNA Community Services	p	97,653	General ledger
(25) Healthy Community Pharmacy Inc	p	163,532	General ledger
(26) Gettysburg Hospital Foundation	k	29,256	General ledger
(27) Gettysburg Hospital	p	9,913,389	General ledger
(28) Gettysburg Hospital	k	14,884,777	General ledger
(29) Gettysburg Hospital	c	2,090,000	General Ledger
(30) Apple Hill Surgical Center Inc	k	392,358	General ledger

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:	11000144
Software Version:	2011v1.5