TY 2012 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

2012

Open to Public Inspection

A For the 2012 calendar year, or tax year beginning 07-01-2012 , 2012, and ending 06-30-2013

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

CName of organization
WELLSTAR HEALTH SYSTEM INC

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
805 SANDY PLAINS ROAD
Suite

Room/suite

City or town, state or country, and ZIP + 4
MARIETTA, GA300666340

D Employer identification number

58-1649541

E Telephone number

G Gross receipts $ 703,182,910

F Name and address of principal officer:
REYNOLD J JENNINGS
805 Sandy Plains Road
Marietta,GA300666340

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

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

Website:

www.wellstar.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: 1994

M State of legal domicile: GA

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: TO DELIVER WORLD-CLASS CHARITABLE HEALTHCARE TO THE COMMUNITY
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	18
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	4,945
6	Total number of volunteers (estimate if necessary) .............	6	800
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	298,644
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	612,340,835	653,903,471
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	17,029,852	28,077,016
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	16,450,932	21,014,857
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	645,821,619	702,995,344
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	1,467,531	1,518,880
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	347,868,896	397,394,838
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 2,077,830
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	182,732,523	215,783,890
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	532,068,950	614,697,608
19	Revenue less expenses. Subtract line 18 from line 12.......	113,752,669	88,297,736
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	1,902,757,167	2,074,237,739
21	Total liabilities (Part X, line 26).............	914,279,547	830,212,494
22	Net assets or fund balances. Subtract line 21 from line 20.....	988,477,620	1,244,025,245

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 MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2012)

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: TO CREATE AND DELIVER HIGH QUALITY HOSPITAL, PHYSICIAN AND OTHER HEALTHCARE RELATED SERVICES THAT IMPROVE THE HEALTH AND WELL-BEING OF THE INDIVIDUALS AND COMMUNITIES THAT WE SERVE.

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 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 $ 424,541,644 including grants of $ ) (Revenue $ 653,903,471 )
	WELLSTAR HEALTH SYSTEM IS A VERTICALLY INTEGRATED HEALTH CARE DELIVERY SYSTEM WHICH PROVIDES THROUGH AFFILIATED BUSINESS ORGANIZATIONS A FULL SPECTRUM OF HEALTH SERVICES, INCLUDING WELLNESS PROGRAMS, PHYSICIAN OFFICE VISITS, OUTPATIENT CARE, INPATIENT CARE, AND POST-ACUTE SERVICES SUCH AS HOME HEALTH AND LONG TERM NURSING CARE. THE SYSTEM THROUGH ITS AFFILIATED BUSINESS ORGANIZATIONS OPERATES FIVE HOSPITALS(KENNESTONE, COBB, PAULDING MEDICAL, DOUGLAS AND WINDY HILL), MULTIPLE PHYSICIAN OFFICES, PRIMARY CARE CENTERS, OUTPATIENT CARE FACILITIES, A NURSING HOME AND OTHER HEALTH RELATED SERVICES INCLUDING TWO INPATIENT HOSPICE FACILITIES. THE SYSTEM IS SUPPORTED FINANCIALLY BY A FUND-RAISING ORGANIZATION, WELLSTAR FOUNDATION, INC. THE SERVICE AREA FOR THE SYSTEM ENCOMPASSES PARTS OF THE NORTHWESTERN SECTION OF THE STATE OF GEORGIA - THE PRIMARY AREA BEING IN BARTOW, CHEROKEE, COBB, DOUGLAS AND PAULDING COUNTIES. APPROXIMATELY 90% OF INPATIENT DISCHARGES AND OUTPATIENTS SERVED ARE FROM THE AFOREMENTIONED COUNTIES. THE WELLSTAR VISION IS TO DELIVER WORLD CLASS HEALTHCARE. OUR MISSION IS TO CREATE AND DELIVER HIGH QUALITY HOSPITAL, PHYSICIAN AND OTHER HEALTHCARE RELATED SERVICES THAT IMPROVE THE HEALTH AND WELL-BEING OF THE INDIVIDUALS AND COMMUNITIES WE SERVE. HISTORY ------- IN 1993, WHAT WAS THEN KNOWN AS THE COBB HEALTH SYSTEM, THE KENNESTONE REGIONAL HEALTH CARE SYSTEM, AND THE DOUGLAS GENERAL HOSPITAL AFFILIATED TO FORM THE NORTHWEST GEORGIA HEALTH SYSTEM. PAULDING MEMORIAL MEDICAL CENTER AFFILIATED WITH NORTHWEST GEORGIA HEALTH SYSTEM IN 1994. IN 1994, THE NORTHWEST GEORGIA HEALTH SYSTEM HELPED FORM THE PROMINA HEALTH SYSTEM AND CHANGED ITS NAME TO PROMINA NORTHWEST HEALTH SYSTEM. IN 1998, PROMINA NORTHWEST HEALTH SYSTEM CHANGED ITS NAME TO WELLSTAR HEALTH SYSTEM. WELLSTAR DISASSOCIATED FROM AND BECAME TOTALLY INDEPENDENT OF PROMINA IN 1999. WELLSTAR HEALTH SYSTEM IS A PARENT CORPORATION WHICH PROVIDES OVERALL COORDINATION INCLUDING GOVERNING BODY TO ITS SEVEN SUBORDINATE AFFILIATES: 1) COBB HOSPITAL, INC; 2) CHS FOUNDATION, INC (INVESTMENT MANAGEMENT); 3) DOUGLAS HOSPITAL INC; 4) KENNESTONE HOSPITAL, INC; 5) PAULDING MEDICAL CENTER, INC; 6) WELLSTAR FOUNDATION INC. AND 7)COMMUNITY ASSURANCE COMPANY, LTD. (A CAPTIVE SELF-INSURANCE ORGANIZATION). SERVICES -------- WELLSTAR HEALTH SYSTEM IS ABLE TO OFFER A FULL RANGE OF HEALTHCARE SERVICES THROUGH ITS AFFILIATES. THE SERVICES OFFERED INCLUDE BUT ARE NOT LIMITED TO: MOST MAJOR INPATIENT CLINICAL SERVICES, OUTPATIENT SERVICES, DIAGNOSTIC AND THERAPEUTIC SERVICES, ANCILLIARY AND SUPPORT SERVICES, URGENT CARE SERVICES AND HOME HEALTH SERVICES. THE SYSTEM INCLUDES A RESIDENTIAL FACILITY ON THE KENNESTONE HOSPITAL CAMPUS, CALLED ATHERTON PLACE. ARTHERTON PLACE ALSO HOUSES AN ASSISTED LIVING UNIT AS AN ADDITIONAL LEVEL OF CARE. THE FIVE HOSPITALS ARE ACUTE CARE FACILITIES WITH INPATIENT, OUTPATIENT, AND EMERGENCY SERVICES. PAULDING MEDICAL CENTER IS HOME TO A FULL CARE NURSING HOME, PAULDING NURSING CENTER. COBB HOSPITAL IS HOME TO A HOME HEALTH AGENCY AND A RESIDENTIAL HOSPICE FACILITY CALLED TRANQUILITY FOR THOSE PATIENTS IN THE END STAGES OF LIFE. KENNESTONE HOSPITAL ALSO OPENED A RESIDENTIAL HOSPICE FACILITY NOT FAR FROM ITS MAIN CAMPUS. THE SYSTEM IS COMPLIMENTED WITH APPROXIMATELY 85 PHYSICIAN PRACTICES AND SEVERAL URGENT CARE CENTERS. THE SYSTEM IS THUS ABLE TO PROVIDE A COMPLETE CONTINUUM OF CARE FOR THE COMMUNITY ITS SERVES. The following statements of community benefit and program service accomplishments represent system-wide activity for Wellstar Health System, Inc. (the "System") - EIN 58-1649541. All affiliated entities of the system except the Physician Hospital Organization (EIN 58-2116179) operate as charitable organizations consistent with the requirements of Internal Revenue Code Section 501(c)(3) and the "Community Benefit Standard" of IRS Revenue Ruling 69-545. The following excerpt from the audited financial statements identifies a broad overview of the charitable purpose for the System. "The System maintains records to identify and monitor the level of charity care it provides through its affiliates. These records include the amount of charges foregone for services and supplies furnished under its charity care policy. Charges foregone, based on established rates, totaled approximately $343.8 million and $314.8 million in 2012 and 2013 respectively. In fiscal 2013, Wellstar affiliate hospitals made $15.5 million in provider payments and recognized such payments as a reduction in net patient service revenue in the accompanying combined financial statements. The System also participates in certain governmental insurance programs, including Medicare and Medicaid. Under these programs, the System provides care to patients at payment rates which are determined by the Federal and State governments, regardless of the System's actual charges. In most cases, these programs pay the System at amounts which are less than its cost of providing services. The System offers many wellness and educational services at little or no cost to the community. Health fairs are held throughout the year at convenient locations, providing various health screenings, such as mammograms, blood pressure and cholesterol checks. A large number of educational programs are offered for all ages. These programs include bicycle safety, car seat safety, defensive driving, CPR and first-aid classes. Flu shots are available to the community during flu season. Health screenings, medical supplies, and immunizations are provided to children through local health departments and health fairs with System sponsorship in many cases. The costs of these services are included in operating expenses. The System promotes health education and activities for students, parents, and teachers through its Partner-in-Education programs. The physicians of the System make significant contributions to improve the health status of the community, including involvement in many community activities promoting health awareness and improvement, emergency room care, and delivery of care to the indigent population of the System's service area. The System also made significant contributions to the nursing program at a local university. This financial support has helped to grow the program, which benefits the System as well as the community. The System and all but one of its affiliates have been recognized as organizations exempt from Federal income tax under Internal Revenue Code Section 501 ( a ) as organizations described in Section 501(c)(3) and, therefore, related income is generally not subject to Federal or state income taxes. One of the System's affiliates is a controlled foreign corporation not subject to Federal income tax. The Physician Hospital Organization (EIN 58-2116179) is a taxable affiliate of the System and files IRS Form 1120 US Corporation Income Tax Return." Financial Data and Statistics (Services Provided System-Wide) Licensed Beds-1,321 Discharges-64,376 Newborn Deliveries-9,560 Emergency Room Visits-322,082 Behavioral ER Visits-8,598 Surgeries-43,030 Cath Lab/Pacemakers/EP-9,741 Non-ED O/P Radiology Procedures-285,677 Medical Group Visits-1,433,816 COMMUNITY BENEFITS ------------------ Wellstar Health System participates and collaborates with patients and residents in meeting health needs and improving the overall quality of life in the community. This is especially important in responding to the needs of the underserved regardless of the system's ability to generate a positive margin. Some services would possibly be discontinued if based on a purely financial basis. The following are some examples of the system's services that provide community benefits (and a monetary value of those benefits if known). Clinics Wellstar is affiliated with several clinics which provide free or discounted health services to persons who cannot afford to pay or those who are not expected to pay. During FY2013 as in the prior year the clinics at Kennestone and Cobb Hospitals experienced a combined total of 8,000 patient visits at a cost of $2.8 million. Community Health/Education Wellstar's Marketing and Public Relations department provides free brochures on a variety of health-related issues. On a quarterly basis Wellstar sends out a wellness magazine entitled "Health and You" to 180,000 homes in the community/service area. The magazine provides information on health issues and a schedule of health related classes/seminars available throughout the system. While the magazine is an excellent referral source for Wellstar's varied services, it provides free medical information to the households receiving the publication. Wellstar provides support groups and educational opportunities to the community on a variety of topics (examples-- men's and women's health issues, palliative care, mental health, birthing classes, etc.) Some of these opportunities are provided free of charge or at a minimal fee. Wellstar also provides free or low cost screen

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 expenses424,541,644

Form 990 (2012)

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 (see instructions)? ...

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 Click to see attachment

..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part II Click to see attachment

........

Yes

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 for escrow or custodial account liability; 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, line 10?
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 and XII 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 and XII 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

Yes

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, Parts I and IV.........

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 United States? If “Yes,” complete Schedule F, Parts II and IV

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 United States? If “Yes,” complete Schedule F, Parts III and IV...

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 (see instructions)....

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 hospital facilities? If “Yes,” complete Schedule H....

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2012)

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, line 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 lines 24b through 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

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, highest 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

Yes

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

Yes

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 direct or indirect owner? If “Yes,” complete Schedule L, Part IV... Click to see attachment

28c

Yes

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

Yes

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part 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 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2012)

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 ..

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

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

4,945

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, securities account, or other financial account)?..........................

Yes

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

CJ
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 as charitable contributions?...

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. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the 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 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 (2012)

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 there are material differences in voting rights among members of the governing body, or 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? ...........................

Yes

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

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 this 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 Other (explain in Schedule O)

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

JAMES M SWARTZ805 SANDY PLAINS ROADMARIETTAGA300666340 (770) 792-5023

Form 990 (2012)

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. 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 organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(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) AVRIL P BECKFORD MD........................................................................ TRUSTEE	40.0 .......................10.0	X	433,483	0	22,804
(2) RANDALL BENTLEY JR........................................................................ TRUSTEE	1.0 .......................5.0	X	19,122	0	0
(3) OTIS BRUMBY III........................................................................ TRUSTEE	1.0 .......................5.0	X	4,120	0	0
(4) SHAN COOPER........................................................................ TRUSTEE	1.0 .......................5.0	X	468	0	0
(5) ROBERT CROSS MD........................................................................ TRUSTEE	1.0 .......................5.0	X	5,166	0	0
(6) TE RUSTY DURHAM........................................................................ TRUSTEE	10.0 .......................5.0	X	37,201	0	1,410
(7) THOMAS GEARHARD MD........................................................................ TRUSTEE	40.0 .......................10.0	X	533,324	0	70,106
(8) DAVID HAFNER MD........................................................................ TRUSTEE	1.0 .......................5.0	X	21,314	0	0
(9) T FITZ JOHNSON........................................................................ TRUSTEE	1.0 .......................5.0	X	10,551	0	0
(10) CHARLES J JONES........................................................................ TRUSTEE	1.0 .......................5.0	X	15,887	0	0
(11) JANIE MADDOX........................................................................ TRUSTEE CHAIR	1.0 .......................5.0	X	16,829	0	0
(12) GARY MILLER........................................................................ TRUSTEE VICE CHAIR	1.0 .......................5.0	X	3,140	0	0
(13) STEVEN W OWEIDA MD........................................................................ TRUSTEE	1.0 .......................5.0	X	19,041	0	0
(14) TOM PHILLIPS........................................................................ TRUSTEE	1.0 .......................5.0	X	2,599	0	0
(15) WALTER G ROBINSON........................................................................ TRUSTEE	1.0 .......................5.0	X	9,684	0	0
(16) FRANK ROS........................................................................ TRUSTEE	1.0 .......................5.0	X	927	0	0
(17) W ALLEN SEPARK........................................................................ TRUSTEE	1.0 .......................7.0	X	9,168	0	0

Form 990 (2012)

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 (list any hours for related organizations below dotted line)	(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
(18) JEFFERY THARP MD........................................................................ TRUSTEE	40.0 .......................10.0	X					609,909	0	65,330
(19) VALERY A AKOPOV MD........................................................................ VP & CHIEF OF HOSPITALISTS	40.0 .......................10.0		X				369,292	0	30,115
(20) DAVID W ANDERSON........................................................................ EXEC VP HR/OL/CCO	40.0 .......................10.0		X				1,009,113	0	77,916
(21) NICOLE ASHE........................................................................ VP FINANCE & CFO WMG	40.0 .......................10.0		X				229,204	0	34,796
(22) TRACEY ATWATER........................................................................ VP & FOUNDATION PRESIDENT	48.0 .......................2.0		X				292,813	0	38,311
(23) BARBARA BALLARD........................................................................ VP HOMECARE & HOSPICE	40.0 .......................10.0		X				269,237	0	41,328
(24) JOSEPH L BRYWCZYNSKI........................................................................ SR VP HEALTH PARKS DEVELOPMENT	40.0 .......................10.0		X				321,402	0	48,393
(25) A JAMES BUDZINSKI........................................................................ EXEC VP & CFO	40.0 .......................12.0		X				811,452	0	72,350
(26) DONALD CAMPBELL MD........................................................................ SR VP PHYS EDUC & STUDENT AFF	40.0 .......................10.0		X				441,997	0	54,362
(27) LEE RANDOLPH COOK........................................................................ VP MEDICINE & BEHAVIORAL HLTH	40.0 .......................10.0		X				378,589	0	54,807
(28) BARBARA B COREY........................................................................ SR VP MANAGED CARE	40.0 .......................10.0		X				437,376	0	49,536
(29) BRUCE A DEAN........................................................................ VP REAL ESTATE & DEP GEN COUN	40.0 .......................10.0		X				289,509	0	48,725
(30) SARATH DEGALA........................................................................ VP REVENUE CYCLE MGMT	40.0 .......................10.0		X				124,354	0	10,914
(31) MARCIA DELK-PAYNE MD........................................................................ SR VP MED AFFAIRS & CQO	40.0 .......................10.0		X				537,139	0	47,333
(32) CAROL S EDWARDS........................................................................ VP CARDIAC SERVICES	40.0 .......................10.0		X				172,501	0	27,149
(33) CLARENCE H EVINS JR........................................................................ VP REVENUE CYCLE	40.0 .......................10.0		X				198,801	0	22,150
(34) MICHAEL L GRAUE........................................................................ EXEC VP & COO	40.0 .......................10.0		X				704,412	0	82,434
(35) T MARK HANEY........................................................................ SR VP & HOSPITAL PRESIDENT	2.0 .......................48.0		X				0	394,856	39,111
(36) ELIZABETH A HOFFMAN........................................................................ VP BUDGET & ANALYSIS	40.0 .......................10.0		X				242,637	0	16,592
(37) ROBERT D JANSEN MD........................................................................ EXEC VP & PRES MEDICAL GROUP	40.0 .......................10.0		X				651,191	0	66,994
(38) REYNOLD J JENNINGS........................................................................ PRESIDENT & CEO	40.0 .......................12.0		X				1,571,726	0	64,901
(39) CHRISTOPHER M KANE........................................................................ SR VP STRATEGIC PLAN & BUS DEV	40.0 .......................10.0		X				478,493	0	45,700
(40) BETH KOST........................................................................ VP COMPLIANCE/Chief Privacy Of	40.0 .......................10.0		X				279,215	0	24,478
(41) KENNETH C KUNZE MD........................................................................ SR VP CHIEF MED OFFICER	40.0 .......................10.0		X				1,125,716	0	76,665
(42) ELLEN LANGFORD........................................................................ VP & COO WMG	40.0 .......................10.0		X				312,399	0	39,496
(43) LOUIS W LITTLE........................................................................ SR VP POST ACUTE/HOSP PRES	2.0 .......................48.0		X				0	356,956	40,332
(44) ROBERT MANDLER........................................................................ VP DIAGNOSTIC OUTREACH	40.0 .......................10.0		X				273,344	0	47,743
(45) CAROL B MAXWELL........................................................................ VP TALENT ACQUISTION	40.0 .......................10.0		X				239,468	0	20,708
(46) KIMBERLY W MENEFEE........................................................................ SR VP MARKETING & GOV AFFAIRS	40.0 .......................10.0		X				396,281	0	53,325
(47) JONATHAN B MORRIS MD........................................................................ SR VP CHIEF INFORMATION OFFICR	40.0 .......................10.0		X				427,588	0	43,417
(48) KEM M MULLINS........................................................................ SR VP & HOSP PRESIDENT	2.0 .......................48.0		X				0	471,889	33,388
(49) BRADFORD B NEWTON........................................................................ VP INFORMATION TECH ADMIN	40.0 .......................10.0		X				57,854	0	3,589
(50) CRAIG OWENS........................................................................ SR VP & HOSP PRESIDENT	2.0 .......................48.0		X				0	321,032	35,265
(51) LEO E REICHERT........................................................................ EXEC VP & GENERAL COUNSEL	40.0 .......................10.0		X				611,562	0	48,028
(52) MICHELLE M ROBINSON........................................................................ VP MARKETING/PR/INT COMMUNICAT	40.0 .......................10.0		X				201,213	0	28,691
(53) DEBORAH ROEGGE DE VITA........................................................................ VP WOMEN & NEWBORN	40.0 .......................10.0		X				266,969	0	18,003
(54) CANDICE L SAUNDERS........................................................................ EXEC VP & HOSP PRESIDENT	2.0 .......................48.0		X				0	554,816	60,784
(55) CHRISTOPHER B SCULLEN........................................................................ VP PULMONARY OPERATIONS	40.0 .......................10.0		X				200,049	0	10,678
(56) JEFFERY D STANLEY........................................................................ VP PHARMACY & SYS COORD	40.0 .......................10.0		X				60,671	0	5,109
(57) MICHAEL R STREETMAN........................................................................ VP INFO TECH OPERATIONS	40.0 .......................10.0		X				76,243	0	6,493
(58) JAMES M SWARTZ........................................................................ VP ACCOUNTING	40.0 .......................10.0		X				226,256	0	30,541
(59) MARY L TAVERNARO........................................................................ VP HR OPERATIONS	40.0 .......................10.0		X				243,135	0	24,803
(60) ADAM C THOMPSON........................................................................ VP SURGERY	40.0 .......................10.0		X				191,828	0	22,669
(61) ANTHONY M TRUPIANO........................................................................ SR VP SUPPLY CHAIN	40.0 .......................10.0		X				327,328	0	35,439
(62) MARY L WESLEY........................................................................ SR VP NURSING SERVICES CNE	40.0 .......................10.0		X				383,494	0	37,702
(63) ROBIN WILSON MD........................................................................ SR VP CHIEF INNOVATION OFFICER	40.0 .......................10.0		X				462,855	0	43,631
(64) CHESTER ZBOROWSKI........................................................................ VP Health Park Operations	40.0 .......................10.0		X				137,711	0	15,717
(65) PETER JUNGBLUT MD........................................................................ SR VP & MEDICAL DIRECTOR	40.0 .......................10.0		X				0	0	0
(66) RICK SIEGEL........................................................................ VP CARDIO SRV & MED ADMIN	40.0 .......................10.0		X				0	0	0
(67) KRISTYN GREIFER MD........................................................................ VP POPULATION HLTH MGMT	40.0 .......................10.0		X				0	0	0
(68) BARRY MANGEL MD........................................................................ CHIEF CARDIAC SERVICES	50.0 .......................0.0			X			692,740	0	76,942
(69) WILLIAM R MAYFIELD MD........................................................................ CHIEF OF SURGERY SERVICES	50.0 .......................0.0			X			744,595	0	66,418
(70) ALAN R MUSTER MD........................................................................ CHIEF PULMONARY SERVICES	50.0 .......................0.0			X			557,720	0	62,321
(71) PERRY G BUSBEE MD........................................................................ CHIEF WOMENS SERVICES	50.0 .......................0.0			X			350,723	0	48,953
(72) WILLIAM J BENEDICT JR MD........................................................................ MD	50.0 .......................0.0				X		1,105,585	0	66,356
(73) SAID ELAHIHABI MD........................................................................ MD	50.0 .......................0.0				X		980,397	0	75,197
(74) HANS H LEE MD........................................................................ MD	50.0 .......................0.0				X		759,750	0	79,727
(75) AMAR PATEL MD........................................................................ MD	50.0 .......................0.0				X		744,680	0	82,520
(76) OSAGIE O OKUNDAYE MD........................................................................ MD	50.0 .......................0.0				X		757,936	0	73,629
(77) CHARLES PETE WOOD........................................................................ FORMER TRUSTEE	0.0 .......................0.0					X	13,091	0	0
(78) RICHARD T LOPES MD........................................................................ FORMER SR VP & PRESIDENT WMG	0.0 .......................0.0					X	480,426	0	19,938
(79) GREGORY L SIMONE MD........................................................................ FORMER PRES & CEO	0.0 .......................0.0					X	226,763	0	23,597
(80) BONNIE L WILSON........................................................................ FORMER EXEC VP & GEN COUNSEL	0.0 .......................0.0					X	227,237	0	13,210

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	25,425,993	2,099,549	2,629,069

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

601

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

Yes

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
EPIC SYSTEMS CORPORATION, POBOX 88314MILWAUKEEWI532880314	INFORMATION TECH SRV	6,050,840
MCKESSON TECHNOLOGIES INC, POBOX 98347CHICAGOIL606938347	INFO TECHNOLOGY	5,834,157
IMPACT ADVISORS LLC, 931 W 75TH STREET SUITE 137-304NAPERVILLEIL60565	CONSULTING	5,576,946
CHAMBERLIN EDMONDS AND ASSOCIATES, PO BOX 572490MURRAYUT841572490	COLLECTION SERVICE	2,916,827
MINDPOWER INC, 337 GEORGIA AVEATLANTAGA30312	MARKETING	2,634,036
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 137

Form 990 (2012)

Page 9

Part VIII

Statement of Revenue

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

				(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
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			0
			Business Code
2a	PATIENT REVENUE		621990	251,627,738	251,627,738
b	EQUITY IN EARNINGS OF HOSP AFFILIATES		621990	168,735,765	168,735,765
c	COBB COUNTY DETENTION CENTER		621990	4,762,530	4,762,530
d	SHARED SERVICES COSTS RECOUPMENT		621990	210,893,495	210,893,495
e	WELLNESS CENTER		621400	2,242,448	2,242,448
f	All other program service revenue .			15,641,495	15,641,495
g	Total. Add lines 2a–2f........			653,903,471
3	Investment income (including dividends, interest, and other similar amounts).......			28,264,582			28,264,582
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents	1,303,829
b	Less: rental expenses
c	Rental income or (loss)	1,303,829	0
d	Net rental income or (loss).......			1,303,829			1,303,829
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses		187,566
c	Gain or (loss)		-187,566
d	Net gain or (loss)..........			-187,566			-187,566
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	LAUNDRY		812300	298,644		298,644
b	INVESTIGATIVE STUDIES			338,283			338,283
c	CHILDCARE REVENUE			1,501,788			1,501,788
d	All other revenue ....			17,572,313			17,572,313
e	Total. Add lines 11a–11d ......			19,711,028
12	Total revenue. See Instructions......			702,995,344	653,903,471	298,644	48,793,229

Form 990 (2012)

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).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	1,518,880	1,518,880
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 ....	23,227,675	18,266,872	4,621,865	338,938
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	306,254,562	244,594,867	60,980,816	678,879
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	24,962,820	19,233,484	5,637,290	92,046
9	Other employee benefits .......	23,240,268	17,231,378	5,910,053	98,837
10	Payroll taxes ...........	19,709,513	14,645,209	4,982,889	81,415
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	890,734		890,734
c	Accounting ...........	1,384,956	953,352	431,604
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	58,069,704	27,205,520	30,736,720	127,464
12	Advertising and promotion ....	8,911,436	1,109,751	7,291,507	510,178
13	Office expenses .......	8,136,069	6,841,425	1,190,984	103,660
14	Information technology ......	0
15	Royalties ..	0
16	Occupancy ...........	21,057,703	17,382,308	3,671,503	3,892
17	Travel ............	2,132,733	1,371,420	751,770	9,543
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	2,194,744	1,216,528	967,097	11,119
20	Interest ...........	22,005,794		22,005,794
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	30,854,816	17,143,743	13,695,672	15,401
23	Insurance ..............	24,012,456	7,351,443	16,661,013
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	REPAIRS & MAINTENANCE	23,198,628	15,834,610	7,362,038	1,980
b	MEDICAL SUPPLIES	12,486,249	12,465,210	21,039
c	OTHER OPERATING EXPENSES	447,868	175,644	267,746	4,478
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	614,697,608	424,541,644	188,078,134	2,077,830
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 (2012)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			25,721	1	28,636
2	Savings and temporary cash investments .........			43,403,744	2	16,858,777
3	Pledges and grants receivable, net ...........			0	3	0
4	Accounts receivable, net .............			25,624,716	4	23,238,153
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			5,338,290	8	6,024,689
9	Prepaid expenses and deferred charges ..........			35,591,042	9	40,502,038
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	517,246,303
b	Less: accumulated depreciation .....	10b	256,514,293	174,626,850	10c	260,732,010
11	Investments—publicly traded securities ..........			825,702,343	11	786,154,750
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 .....			0	13	0
14	Intangible assets ...............			38,968,059	14	39,437,459
15	Other assets. See Part IV, line 11 ...........			753,476,402	15	901,261,227
16	Total assets. Add lines 1 through 15 (must equal line 34)......			1,902,757,167	16	2,074,237,739
17	Accounts payable and accrued expenses .........			76,498,138	17	106,542,553
18	Grants payable .................			0	18	0
19	Deferred revenue ................			0	19	0
20	Tax-exempt bond liabilities .............			506,734,185	20	515,306,698
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			434,708	24	94,088
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....................			330,612,516	25	208,269,155
26	Total liabilities. Add lines 17 through 25.........			914,279,547	26	830,212,494
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			980,505,777	27	1,233,913,516
28	Temporarily restricted net assets ...........			4,176,650	28	6,144,876
29	Permanently restricted net assets ...........			3,795,193	29	3,966,853
	Organizations that do not follow SFAS 117 (ASC 958), 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 ...........			988,477,620	33	1,244,025,245
34	Total liabilities and net assets/fund balances ........			1,902,757,167	34	2,074,237,739

Form 990 (2012)

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

702,995,344

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

614,697,608

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

88,297,736

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

988,477,620

Net unrealized gains (losses) on investments ...............

31,490,630

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

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

135,759,259

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

1,244,025,245

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?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

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

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If “Yes,” to line 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?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

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?

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

Form 990 (2012)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- 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

2012

Open to Public
Inspection

Name of the organization

WELLSTAR HEALTH SYSTEM INC

Employer identification number

58-1649541

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 described in 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. See section 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 - Non-functionally integrated

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 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 monetary support
(i) Name of supported organization	(ii) EIN		Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support
(A) COBB HOSPITALINC	580968382	03	Yes		Yes		Yes		55,787,428
(B) PAULDING MEDICAL CENTER INC	582095884	03	Yes		Yes		Yes		11,244,854
(C) KENNESTONE HOSPITAL INC	582032904	03	Yes		Yes		Yes		124,548,708
(D) DOUGLAS HOSPITALINC	582026750	03	Yes		Yes		Yes		19,312,505
Total									210,893,495

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

Support Schedule for Organizations Described in Sections 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) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(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) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
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 2012 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2011 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2012. 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—2011. If the organization did not check a 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—2012. 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—2011. 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) 2012

Page 3

Part III

Support Schedule for Organizations Described in Section 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) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(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) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(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.)..

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 2012 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2011 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2011 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2012. 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—2011. 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) 2012

Page 4

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and 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) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

WELLSTAR HEALTH SYSTEM INC

Employer identification number

58-1649541

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2012

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2012

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Yes

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Yes

Media advertisements? ....................................

Yes

5,250

Mailings to members, legislators, or the public? .........................

Yes

2,500

Publications, or published or broadcast statements? .......................

Yes

2,500

Grants to other organizations for lobbying purposes? .......................

Yes

157,963

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Yes

164,842

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Yes

1,490

Other activities? ..........................

Yes

172,097

Total. Add lines 1c through 1i ...............................

506,642

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered “No” OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ............................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Identifier	Return Reference	Explanation
Other Lobbying Expenses	Form 990 Schedule C Part IV	During the reporting period Wellstar Health System, Inc. held a retainer for a local firm to provide professional services for community related activities including support in community benefit reporting and legislative healthcare initiatives affecting the system hospitals. Wellstar is also a party to several healthcare related coalitions that protect the interests of all member hospitals.

Schedule C (Form 990 or 990EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

WELLSTAR HEALTH SYSTEM INC

Employer identification number

58-1649541

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 section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, 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 XIII, 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 Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

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

Using the organization’s acquisition, 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 XIII.

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 XIII 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 XIII. Check here if the explanation has been provided in Part XIII ........

Part V

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

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	4,286,000	4,416,000	3,810,000	3,578,000	3,013,000
b	Contributions ........	162,000	75,000	24,000	19,000	615,000
c	Net investment earnings, gains, and losses	467,000	-37,000	-70,000	-8,000	20,000
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........		168,000	652,000	221,000	-70,000
f	Administrative expenses ....
g	End of year balance ......	4,915,000	4,286,000	3,112,000	3,368,000	3,718,000

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

81.000 %

Temporarily restricted endowment SchDMd Bullet

19.000 %

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)

Yes

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

Yes

Describe in Part XIII 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 .................	41,907,796		41,907,796
b	Buildings ................	93,751,233	42,783,097	50,968,136
c	Leasehold improvements ............	10,704,158	6,134,593	4,569,565
d	Equipment ................	271,220,850	207,596,603	63,624,247
e	Other .................	99,662,266		99,662,266
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				260,732,010

Schedule D (Form 990) 2012

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) UNAMORTIZED BORROWING COSTS				2,969,581
(2) OTHER RECEIVABLES				9,193,746
(3) OTHER PREPAIDS				1,417,720
(4) EQUITY IN AFFILIATES				882,269,828
(5) OTHER LT ASSETS				5,410,352




Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				901,261,227

Part X

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

1.(a) Description of liability		(b) Book value
Federal income taxes		0
ACCRUED PENSION LIABILITY		94,152,212
OTHER LONG TERM LIABILITIES		30,202,269
INSURANCE RESERVES		70,828,939
ASSET RETIREMENT OBLIGATION LT		718,492
SWAP CONTRACT 2005 ISSUE LT LI		12,367,243




Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		208,269,155
2. Fin 48 (ASC 740) Footnote. In Part XIII, 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 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
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 XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........		1
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 XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
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 XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

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, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
Endowment Funds	Form 990 Schedule D Part V Line 4	The endowment funds held on Wellstar Health System are intended to be held in perpetuity and the earnings thereon are to be used for financial assistance for patients in the Wellstar Hospice Program. All funds were expended during the fiscal year for the Wellstar Hospice Program and a new inpatient Hospice facility at Kennestone Hospital
SCHEDULE D PART X, LINE 2 TAX LIABILITY		The following footnote from the WellStar Health System and Affiliates audited financial statements details the income tax position for the reporting period: "WellStar and all but one of its affiliates have been recognized as exempt from Federal income tax under Internal Revenue Code Section 501 (a) as organizations described in Section 501 (c)(3) and, therefore, related income is generally not subject to Federal or state income taxes. CAC is a controlled foreign corporation not subject to Federal Tax. WellStar applies FASB ASC 740, Income Taxes, which addresses accounting for uncertainties in income tax positions. It also provides guidance on when tax positions are recognized in an entity's financial statements and how the values of these positions are determined. There is no impact on WellStar's combined financial statements as a result of the application of ASC 740."

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- 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

2012

Open to Public
Inspection

Name of the organization
WELLSTAR HEALTH SYSTEM INC

Employer identification number
58-1649541

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. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) American Cancer Society 1825 Barrett Lakes Blvd Suite 280 Kennesaw,GA30144	13-1623888	501 (c) (3)	71,500	Sponsor Fundraiser
(2) American Heart Association 1101 Northchase Parkway Suite 1 Marietta,GA30067	58-0198114	501 (c) (3)	35,000	Sponsor Fundraiser
(3) GA Highlands College Foundation 3175 Cedartown Highway Rome,GA30161	23-7332373	501 (c) (3)	488,524	Student Affiliation Agree/LPN/RN
(4) Georgia Ballet 1255 Field Parkway Marietta,GA30066	58-1420599	501 (c) (3)	10,000	Contribution
(5) March of Dimes 1775 The Exchange Suite 515 Atlanta,GA30339	13-1846366	501 (c) (3)	30,000	Sponsor Fundraiser
(6) MUST Ministries PO Box 1717 Marietta,GA30061	58-2034725	501 (c) (3)	35,000	Sponsor Fundraiser
(7) The Center for Family Resources 995 Roswell St Suite 100 Marietta,GA30060	58-0876634	501 (c) (3)	25,000	Sponsor Fundraiser
(8) Tommy Nobis Foundation 1480 Bells Ferry Rd Marietta,GA30060	58-2080817	501 (c) (3)	25,000	Sponsor Fundraiser
(9) YWCA of Northwest Georgia 48 Henderson St Marietta,GA30064	58-0617782	501 (c) (3)	20,500	Sponsor Fundraiser
(10) Chattahoochee Tech College Foundation 980 South Cobb Drive Marietta,GA30060	58-1684206	501 (c) (3)	38,132	Grant for Agreement with school
(11) University of West Georgia Foundation 1601 Maple Street Carrolton,GA30118	58-6056464	501 (c) (3)	148,625	Grant for Sponsorship College Program
(12) United Way -Atlanta 100 Edgewood Ave Atlanta,GA30303	58-0566194	501 (c) (3)	75,000	Contribution
(13) Susan G Komen for the Cure Atlanta 4840 Roswell Road Bldg D Suite 100 Atlanta,GA30342	58-1959763	501 (c) (3)	5,100	Sponsorship of Race for Cure
(14) Cobb County Safety Village Foundation 100 Cherokee St Marietta,GA30090	26-0280286	501 (c) (3)	25,000	Sponsorship
(15) United Arts of Cobb 307 North Marietta Pkwy Marietta,GA30060	20-5909579	501 (c) (3)	25,000	Sponsor Fundraiser
(16) SafePath Children's Advocacy Center 736 Whitlock Ave Suite 600 Marietta,GA30064	58-1662987	501 (c) (3)	20,000	Sponsorship

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

Cat. No. 50055P

Schedule I (Form 990) 2012

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.
Part III can be duplicated 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, Part III, column (b), and any other additional information.

Identifier	Return Reference	Explanation
PROCEDURES FOR MONITORING THE USE OF GRANTS	SCHEDULE I PART 1 LINE 2	WELLSTAR HEALTH SYSTEM, INC. AND ITS AFFILIATES HAVE SET ASIDE FUNDS FOR CONTRIBUTIONS AND SPONSORSHIPS ON AN ANNUAL BASIS THAT PROVIDE ASSISTANCE TO NATIONAL AND LOCAL TAX EXEMPT ORGANIZATIONS IN THE FURTHERANCE OF THE COMMUNITY NEEDS. WELLSTAR ALSO HAS SEVERAL AGREEMENTS WITH AREA COLLEGES AND UNIVERSITIES TO PROMOTE HEALTHCARE RELATED CAREER OPPORTUNITIES. WELLSTAR PROVIDES SCHOLARSHIPS TO LOCAL STUDENTS FOR HEALTHCARE COURSES OF STUDY. ALL SPONSORSHIPS AND SCHOLARSHIPS ARE AWARD BASED ON SPECIFIC QUALIFICATIONS WITHOUT REGARD TO AGE, GENDER, OR ETHNICITY.

Schedule I (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

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

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

WELLSTAR HEALTH SYSTEM INC

Employer identification number

58-1649541

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 of the expenses described above? If "No," complete Part III to explain....

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

Yes

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

Yes

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2012

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 (E) amounts for that individual.

(A) Name and Title		(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 and Title		(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)AVRIL P BECKFORD MDTRUSTEE	(i) (ii)	391,098 0	34,682 0	7,703 0	22,804 0	0 0	456,287 0	0 0
(2)THOMAS GEARHARD MDTRUSTEE	(i) (ii)	374,127 0	149,896 0	9,301 0	44,344 0	25,762 0	603,430 0	0 0
(3)JEFFERY THARP MDTRUSTEE	(i) (ii)	453,052 0	144,219 0	12,638 0	47,325 0	18,005 0	675,239 0	0 0
(4)CHARLES PETE WOODFORMER TRUSTEE	(i) (ii)	0 0	0 0	13,091 0	0 0	0 0	13,091 0	0 0
(5)VALERY A AKOPOV MDVP & CHIEF OF HOSPITALISTS	(i) (ii)	289,320 0	49,819 0	30,153 0	20,530 0	9,585 0	399,407 0	0 0
(6)DAVID W ANDERSONEXEC VP HR/OL/CCO	(i) (ii)	396,057 0	113,256 0	499,800 0	63,675 0	14,241 0	1,087,029 0	0 0
(7)NICOLE ASHEVP FINANCE & CFO WMG	(i) (ii)	197,655 0	24,868 0	6,681 0	14,552 0	20,244 0	264,000 0	0 0
(8)TRACEY ATWATERVP & FOUNDATION PRESIDENT	(i) (ii)	212,206 0	37,835 0	42,772 0	16,958 0	21,353 0	331,124 0	0 0
(9)BARBARA BALLARDVP HOMECARE & HOSPICE	(i) (ii)	221,400 0	39,137 0	8,700 0	16,066 0	25,262 0	310,565 0	0 0
(10)JOSEPH L BRYWCZYNSKISR VP HEALTH PARKS DEVELOPMENT	(i) (ii)	252,245 0	58,357 0	10,800 0	32,749 0	15,644 0	369,795 0	0 0
(11)A JAMES BUDZINSKIEXEC VP & CFO	(i) (ii)	507,658 0	147,371 0	156,423 0	54,844 0	17,506 0	883,802 0	0 0
(12)DONALD CAMPBELL MDSR VP PHYS EDUC & STUDENT AFF	(i) (ii)	313,078 0	71,586 0	57,333 0	40,224 0	14,138 0	496,359 0	0 0
(13)LEE RANDOLPH COOKVP MEDICINE & BEHAVIORAL HLTH	(i) (ii)	253,643 0	53,103 0	71,843 0	37,847 0	16,960 0	433,396 0	0 0
(14)BARBARA B COREYSR VP MANAGED CARE	(i) (ii)	280,236 0	80,891 0	76,249 0	0 0	0 0	437,376 0	0 0
(15)BRUCE A DEANVP REAL ESTATE & DEP GEN COUN	(i) (ii)	210,603 0	37,339 0	41,567 0	33,613 0	15,112 0	338,234 0	0 0
(16)MARCIA DELK-PAYNE MDSR VP MED AFFAIRS & CQO	(i) (ii)	352,282 0	90,990 0	93,867 0	44,131 0	3,202 0	584,472 0	0 0
(17)CAROL S EDWARDSVP CARDIAC SERVICES	(i) (ii)	166,152 0	0 0	6,349 0	22,617 0	4,532 0	199,650 0	0 0
(18)CLARENCE H EVINS JRVP REVENUE CYCLE	(i) (ii)	157,714 0	33,371 0	7,716 0	11,150 0	11,000 0	220,951 0	0 0
(19)MICHAEL L GRAUEEXEC VP & COO	(i) (ii)	532,619 0	157,139 0	14,654 0	51,672 0	30,762 0	786,846 0	0 0
(20)T MARK HANEYSR VP & HOSPITAL PRESIDENT	(i) (ii)	0 253,133	0 128,097	0 13,626	0 21,586	0 17,525	0 433,967	0 0
(21)ELIZABETH A HOFFMANVP BUDGET & ANALYSIS	(i) (ii)	199,287 0	34,650 0	8,700 0	10,108 0	6,484 0	259,229 0	0 0
(22)ROBERT D JANSEN MDEXEC VP & PRES MEDICAL GROUP	(i) (ii)	519,908 0	118,865 0	12,418 0	46,463 0	20,531 0	718,185 0	0 0
(23)REYNOLD J JENNINGSPRESIDENT & CEO	(i) (ii)	981,858 0	562,478 0	27,390 0	64,901 0	0 0	1,636,627 0	0 0
(24)CHRISTOPHER M KANESR VP STRATEGIC PLAN & BUS DEV	(i) (ii)	321,428 0	74,695 0	82,370 0	24,938 0	20,762 0	524,193 0	0 0
(25)BETH KOSTVP COMPLIANCE/Chief Privacy Of	(i) (ii)	230,396 0	40,119 0	8,700 0	16,456 0	8,022 0	303,693 0	0 0
(26)KENNETH C KUNZE MDSR VP CHIEF MED OFFICER	(i) (ii)	581,156 0	100,435 0	444,125 0	68,643 0	8,022 0	1,202,381 0	0 0
(27)ELLEN LANGFORDVP & COO WMG	(i) (ii)	193,742 0	33,394 0	85,263 0	34,854 0	4,642 0	351,895 0	0 0
(28)LOUIS W LITTLESR VP POST ACUTE/HOSP PRES	(i) (ii)	0 233,362	0 58,935	0 64,659	0 24,451	0 15,881	0 397,288	0 0
(29)RICHARD T LOPES MDFORMER SR VP & PRESIDENT WMG	(i) (ii)	480,426 0	0 0	0 0	19,938 0	0 0	500,364 0	0 0
(30)ROBERT MANDLERVP DIAGNOSTIC OUTREACH	(i) (ii)	208,264 0	35,125 0	29,955 0	33,059 0	14,684 0	321,087 0	0 0
(31)CAROL B MAXWELLVP TALENT ACQUISTION	(i) (ii)	209,071 0	28,397 0	2,000 0	14,177 0	6,531 0	260,176 0	0 0
(32)KIMBERLY W MENEFEESR VP MARKETING & GOV AFFAIRS	(i) (ii)	264,110 0	9,000 0	123,171 0	36,736 0	16,589 0	449,606 0	0 0
(33)JONATHAN B MORRIS MDSR VP CHIEF INFORMATION OFFICR	(i) (ii)	346,239 0	72,286 0	9,063 0	22,886 0	20,531 0	471,005 0	0 0
(34)KEM M MULLINSSR VP & HOSP PRESIDENT	(i) (ii)	0 239,706	0 100,000	0 132,183	0 23,951	0 9,437	0 505,277	0 0
(35)CRAIG OWENSSR VP & HOSP PRESIDENT	(i) (ii)	0 252,274	0 57,091	0 11,667	0 18,462	0 16,803	0 356,297	0 0
(36)LEO E REICHERTEXEC VP & GENERAL COUNSEL	(i) (ii)	456,529 0	133,697 0	21,336 0	25,403 0	22,625 0	659,590 0	0 0
(37)MICHELLE M ROBINSONVP MARKETING/PR/INT COMMUNICAT	(i) (ii)	172,139 0	24,268 0	4,806 0	12,162 0	16,529 0	229,904 0	0 0
(38)DEBORAH ROEGGE DE VITAVP WOMEN & NEWBORN	(i) (ii)	185,959 0	32,087 0	48,923 0	11,698 0	6,305 0	284,972 0	0 0
(39)CANDICE L SAUNDERSEXEC VP & HOSP PRESIDENT	(i) (ii)	0 365,299	0 81,992	0 107,525	0 44,658	0 16,126	0 615,600	0 0
(40)CHRISTOPHER B SCULLENVP PULMONARY OPERATIONS	(i) (ii)	163,084 0	28,265 0	8,700 0	10,296 0	382 0	210,727 0	0 0
(41)GREGORY L SIMONE MDFORMER PRES & CEO	(i) (ii)	226,763 0	0 0	0 0	9,581 0	14,016 0	250,360 0	0 0
(42)JAMES M SWARTZVP ACCOUNTING	(i) (ii)	184,730 0	32,826 0	8,700 0	13,409 0	17,132 0	256,797 0	0 0
(43)MARY L TAVERNAROVP HR OPERATIONS	(i) (ii)	199,674 0	34,761 0	8,700 0	14,330 0	10,473 0	267,938 0	0 0
(44)ADAM C THOMPSONVP SURGERY	(i) (ii)	155,225 0	27,353 0	9,250 0	8,055 0	14,614 0	214,497 0	0 0
(45)ANTHONY M TRUPIANOSR VP SUPPLY CHAIN	(i) (ii)	253,706 0	62,612 0	11,010 0	35,439 0	0 0	362,767 0	0 0
(46)MARY L WESLEYSR VP NURSING SERVICES CNE	(i) (ii)	302,455 0	69,297 0	11,742 0	27,058 0	10,644 0	421,196 0	0 0
(47)BONNIE L WILSONFORMER EXEC VP & GEN COUNSEL	(i) (ii)	227,237 0	0 0	0 0	9,581 0	3,629 0	240,447 0	0 0
(48)ROBIN WILSON MDSR VP CHIEF INNOVATION OFFICER	(i) (ii)	295,561 0	155,781 0	11,513 0	19,506 0	24,125 0	506,486 0	0 0
(49)CHESTER ZBOROWSKIVP Health Park Operations	(i) (ii)	113,075 0	2,301 0	22,335 0	5,784 0	9,933 0	153,428 0	0 0
(50)BARRY MANGEL MDCHIEF CARDIAC SERVICES	(i) (ii)	608,449 0	81,491 0	2,800 0	51,180 0	25,762 0	769,682 0	0 0
(51)WILLIAM R MAYFIELD MDCHIEF OF SURGERY SERVICES	(i) (ii)	650,267 0	92,528 0	1,800 0	52,880 0	13,538 0	811,013 0	0 0
(52)ALAN R MUSTER MDCHIEF PULMONARY SERVICES	(i) (ii)	512,006 0	39,889 0	5,825 0	45,313 0	17,008 0	620,041 0	0 0
(53)PERRY G BUSBEE MDCHIEF WOMENS SERVICES	(i) (ii)	301,718 0	38,465 0	10,540 0	25,191 0	23,762 0	399,676 0	0 0
(54)WILLIAM J BENEDICT JR MDMD	(i) (ii)	689,933 0	413,852 0	1,800 0	51,015 0	15,341 0	1,171,941 0	0 0
(55)SAID ELAHIHABI MDMD	(i) (ii)	798,042 0	180,832 0	1,523 0	58,347 0	16,850 0	1,055,594 0	0 0
(56)HANS H LEE MDMD	(i) (ii)	405,628 0	352,322 0	1,800 0	53,965 0	25,762 0	839,477 0	0 0
(57)AMAR PATEL MDMD	(i) (ii)	403,123 0	339,757 0	1,800 0	53,489 0	29,031 0	827,200 0	0 0
(58)OSAGIE O OKUNDAYE MDMD	(i) (ii)	413,379 0	342,757 0	1,800 0	53,224 0	20,405 0	831,565 0	0 0

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

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

Identifier	Return Reference	Explanation
NON-FIXED PAYMENTS TO OFFICERS	FORM 990 SCHEDULE J LINE 7	Wellstar has instituted an annual incentive plan for team members of the company. On an annual basis performance measures are proposed by management and recommended and approved by the compensation committee of the Board. The plan is designed to retain and reward leaders with incentives that keep them competitive with the market and comparable health systems. The criteria used to measure the performance consists of weighted factors in the areas of financial performance, customer service, employee engagement and quality indicatiors. Upon successful acheivement at various targeted levels for each factor an overall performance payout is recommended and approved by the Board after the annual financial audit is completed.
SEVERANCE PAYMENTS		Pursuant to their respective employment agreements, the following groups of officers are entitled to severance payments based on their base salary and wages at that time in the event of certain identified circumstances. The officers with a severance payment period of 24 months as per their contractual agreement are: David Anderson and Reynold Jennings The officers with a severance payment period of 18 months as per their respective agreements are: Joseph Brywczynski; A James Budzinski; Donald Campbell MD; Barbara Corey; Marcia Delk MD; Michael L Graue; T Mark Haney; Robert Jansen MD; Christopher Kane; Kenneth Kunze MD; Lou Little; Richard Lopes MD; Kimberly Menefee; Jonathan Morris MD; Kem Mullins; Craig Owens; Leo E Reichert; Candice L Saunders; Ron Strachan; Anthony M Trupiano; Mary L Wesley; Robin Wilson MD. The officers with a severance payment period of 12 months as per their agreement: Valery A Akopov, MD; Nicole V Ashe; Tracy Atwater; Barbara Ballard; L Randolph Cook; Bruce Dean; Sarath Degala; Carol Edwards; Lee Evins, Jr; Elizabeth Hoffmann; Beth Kost; Ellen Langford; Robert Mandler; Carol Maxwell; Bradford B Newton; Michelle M Robinson; Deborah Roegge DeVita; C Brett Scullen; Jeffery Stanley; Michael Streetman; James Swartz; Mary L Tavernaro; Adam Thompson and Chester Zborowski. During the calendar year, the following individuals received a payout in the amounts listed in accordance with their severance agreements as set forth above: Richard Lopes, MD $500,363; Gregory L Simone, MD $250,360; Ronald Strachan $104,106; and Bonnie Wilson $240,446
OTHER COMPENSATION	Form 990, Schedule J, Part I, Line 1b & 2	While Wellstar Health System and its affiliates do not have a written policy regarding payment or reimbursement for the items listed in Part 1 Line 1a, the organization follows IRS guidelines in the payment of any of these items to individuals listed in Form 990 Part VII Section A. These items are added as taxable wages on the individual's Form W-2 as appropriate.
COMPENSATION EXCEPTIONS	SCHEDULE J PART III	THE FOLLOWING INDIVIDUALS ARE OFFICERS WHO WERE EMPLOYED DURING THE REPORTING PERIOD JULY 1, 2012 TO JUNE 30, 2013. FOR PURPOSES OF THE COMPENSATION LISTED IN SCHEDULE J OF FORM 990 THESE OFFICERS HAD NO COMPENSATION DURING THE CALENDAR YEAR 2012 FOR WHICH WE REPORT INFORMATION ON THIS RETURN. THE INDIVIDUALS ARE: KRISTYN GREIFER, MD; PETER JUNGBLUT, MD; AND RICK SEIGEL

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

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

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
WELLSTAR HEALTH SYSTEM INC

Employer identification number
58-1649541

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	HOSPITAL AUTHORITY OF COBB COUNTY	58-2464600	19081PEM4	04-30-2004	25,000,000	EQUIPMENT POOL		X		X		X
B	COBB COUNTY KENNESTONE HOSPITAL AUTHORITY	58-1147004	190813LN3	10-31-2005	120,000,000	CAPITAL IMPROVEMENTS (Series A & B		X		X		X
C	HOSPITAL AUTHORITY OF COBB COUNTY	58-2464600	19081PEN2	06-30-2006	25,000,000	EQUIPMENT POOL		X		X		X
D	COBB COUNTY KENNESTONE HOSPITAL AUTHORITY	58-1147004	190813NM3	11-01-2011	127,345,930	CONSTRUCTION		X		X		X
	PAULDING COUNTY HOSPITAL AUTHORITY	58-6011214	703596DH6	06-28-2012	32,711,016	CONSTRUCTION SERIES A		X		X		X
	PAULDING COUNTY HOSPITAL AUTHORITY	58-6011214	703596DK9	06-28-2012	68,750,000	CONSTRUCTION SERIES B		X		X		X
	COBB COUNTY KENNESTONE HOSPITAL AUTHORITY	58-1147004	190813PH2	11-15-2012	122,366,879	ADVANCED REFUNDING CONSTRUCTION				X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	0		3,875,000		0		0
2 Amount of bonds legally defeased . . . . . . . . . . .	0		0		0		0
3 Total proceeds of issue . . . . . . . . . . . . . .	25,000,000		120,000,000		25,000,000		122,366,879
4 Gross proceeds in reserve funds . . . . . . . . . . . .	0		0		0		0
5 Capitalized interest from proceeds . . . . . . . . . . .	0		0		0		0
6 Proceeds in refunding escrows . . . . . . . . . . . .	0		0		0		121,287,509
7 Issuance costs from proceeds . . . . . . . . . . . .	0		1,167,300		0		1,079,370
8 Credit enhancement from proceeds . . . . . . . . . . .	0		0		0		0
9 Working capital expenditures from proceeds . . . . . . . . .	0		0		0		0
10 Capital expenditures from proceeds . . . . . . . . . . .	25,000,000		116,948,276		25,000,000		0
11 Other spent proceeds . . . . . . . . . . . . . .	0		1,884,424		0		0
12 Other unspent proceeds . . . . . . . . . . . . . .	0		0		0		0
13 Year of substantial completion . . . . . . . . . . . .	2004		2007		2006
	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
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
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X		X		X

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

Cat. No. 50193E

Schedule K (Form 990) 2012

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
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
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0%		0%		0%		0%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	0%		0%		%		%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	0%		0%		%		%
7 Does the bond issue meet the private security or payment test? . . . . .
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .		X		X
9 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

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X		X		X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .
b Exception to rebate? . . . . . . . .	X		X		X		X
c No rebate due? . . . . . . . . . .
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .	X			X	X			X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X
b Name of provider . . . . . . . . .	0		0		0
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . . . .
e Was a hedge terminated? . . . . . . .

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X		X		X		X
b Name of provider . . . . . . . . .	0		0		0		0
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 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?	X		X		X		X

Part VI

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

Identifier	Return Reference	Explanation
SCH K PART V POST ISSUANCE TAX COMPLIANCE FOR TAX EXEMPT BOMDS	0	WELLSTAR HEALTH SYSTEM, INC (THE BORROWER ON TAX EXEMPT BONDS) HAS ESTABLISHED POLICIES AND PROCEDURES THAT WILL MAXIMIZE THE LIKELIHOOD THAT ALL APPLICABLE POST-ISSUANCE REQUIREMENTS OF FEDERAL INCOME TAX LAW NEEDED TO PRESERVE THE TAX-EXEMPT STATUS OF THE BONDS ARE MET. THE PROCEDURES INCLUDE EXTERNAL ADVISORS SUCH AS BOND COUNSEL AND OTHER LEGAL COUNSEL WHO ASSIST THE BORROWER IN MAINTAINING THE TAX-EXEMPT STATUS OF ALL BONDS; ARBITRAGE REBATE CALCULATIONS THAT NEED TO BE MADE FOR EACH BOND ISSUE; DOCUMENTATION OF THE USE OF BOND PROCEEDS INCLUDING POTENTIAL PRIVATE BUSINESS USE APPLICABLE TO THE BONDS AFTER AN ANNUAL INTERNAL REVIEW OF THOSE USES; AND PROPER RECORD KEEPING OF ALL DOCUMENTS RELATED TO THE ISSUANCE OF TAX-EXEMPT BONDS. THESE PROCEDURES APPLY TO ALL LISTED TAX-EXEMPT BONDS.

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

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

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
WELLSTAR HEALTH SYSTEM INC

Employer identification number
58-1649541

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	HOSPITAL AUTHORITY OF COBB COUNTY	58-2464600	19081PEM4	04-30-2004	25,000,000	EQUIPMENT POOL		X		X		X
B	COBB COUNTY KENNESTONE HOSPITAL AUTHORITY	58-1147004	190813LN3	10-31-2005	120,000,000	CAPITAL IMPROVEMENTS (Series A & B		X		X		X
C	HOSPITAL AUTHORITY OF COBB COUNTY	58-2464600	19081PEN2	06-30-2006	25,000,000	EQUIPMENT POOL		X		X		X
D	COBB COUNTY KENNESTONE HOSPITAL AUTHORITY	58-1147004	190813NM3	11-01-2011	127,345,930	CONSTRUCTION		X		X		X
	PAULDING COUNTY HOSPITAL AUTHORITY	58-6011214	703596DH6	06-28-2012	32,711,016	CONSTRUCTION SERIES A		X		X		X
	PAULDING COUNTY HOSPITAL AUTHORITY	58-6011214	703596DK9	06-28-2012	68,750,000	CONSTRUCTION SERIES B		X		X		X
	COBB COUNTY KENNESTONE HOSPITAL AUTHORITY	58-1147004	190813PH2	11-15-2012	122,366,879	ADVANCED REFUNDING CONSTRUCTION				X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	0		3,875,000		0		0
2 Amount of bonds legally defeased . . . . . . . . . . .	0		0		0		0
3 Total proceeds of issue . . . . . . . . . . . . . .	25,000,000		120,000,000		25,000,000		122,366,879
4 Gross proceeds in reserve funds . . . . . . . . . . . .	0		0		0		0
5 Capitalized interest from proceeds . . . . . . . . . . .	0		0		0		0
6 Proceeds in refunding escrows . . . . . . . . . . . .	0		0		0		121,287,509
7 Issuance costs from proceeds . . . . . . . . . . . .	0		1,167,300		0		1,079,370
8 Credit enhancement from proceeds . . . . . . . . . . .	0		0		0		0
9 Working capital expenditures from proceeds . . . . . . . . .	0		0		0		0
10 Capital expenditures from proceeds . . . . . . . . . . .	25,000,000		116,948,276		25,000,000		0
11 Other spent proceeds . . . . . . . . . . . . . .	0		1,884,424		0		0
12 Other unspent proceeds . . . . . . . . . . . . . .	0		0		0		0
13 Year of substantial completion . . . . . . . . . . . .	2004		2007		2006
	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
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
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X		X		X

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

Cat. No. 50193E

Schedule K (Form 990) 2012

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
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
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0%		0%		0%		0%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	0%		0%		%		%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	0%		0%		%		%
7 Does the bond issue meet the private security or payment test? . . . . .
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .		X		X
9 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

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X		X		X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .
b Exception to rebate? . . . . . . . .	X		X		X		X
c No rebate due? . . . . . . . . . .
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .	X			X	X			X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X
b Name of provider . . . . . . . . .	0		0		0
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . . . .
e Was a hedge terminated? . . . . . . .

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X		X		X		X
b Name of provider . . . . . . . . .	0		0		0		0
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 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?	X		X		X		X

Part VI

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

Identifier	Return Reference	Explanation
SCH K PART V POST ISSUANCE TAX COMPLIANCE FOR TAX EXEMPT BOMDS	0	WELLSTAR HEALTH SYSTEM, INC (THE BORROWER ON TAX EXEMPT BONDS) HAS ESTABLISHED POLICIES AND PROCEDURES THAT WILL MAXIMIZE THE LIKELIHOOD THAT ALL APPLICABLE POST-ISSUANCE REQUIREMENTS OF FEDERAL INCOME TAX LAW NEEDED TO PRESERVE THE TAX-EXEMPT STATUS OF THE BONDS ARE MET. THE PROCEDURES INCLUDE EXTERNAL ADVISORS SUCH AS BOND COUNSEL AND OTHER LEGAL COUNSEL WHO ASSIST THE BORROWER IN MAINTAINING THE TAX-EXEMPT STATUS OF ALL BONDS; ARBITRAGE REBATE CALCULATIONS THAT NEED TO BE MADE FOR EACH BOND ISSUE; DOCUMENTATION OF THE USE OF BOND PROCEEDS INCLUDING POTENTIAL PRIVATE BUSINESS USE APPLICABLE TO THE BONDS AFTER AN ANNUAL INTERNAL REVIEW OF THOSE USES; AND PROPER RECORD KEEPING OF ALL DOCUMENTS RELATED TO THE ISSUANCE OF TAX-EXEMPT BONDS. THESE PROCEDURES APPLY TO ALL LISTED TAX-EXEMPT BONDS.

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

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

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

WELLSTAR HEALTH SYSTEM INC

Employer identification number

58-1649541

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

Enter the amount of tax incurred by 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-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)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 assistance	(d) Type of assistance	(e) Purpose of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2012

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) PAMELA ETHERIDGE	WIFE OF OFFICER	60,897	EMPLOYEE OF WELLSTAR		No
(2) GREG FORTGANG	SON-IN-LAW OF TRUSTEE	99,034	EMPLOYEE OF WELLSTAR		No
(3) JESSICA HANEY	DAUGHTER OF OFFICER	57,127	EMPLOYEE OF WELLSTAR		No
(4) GEORGE FLEMING	BROTHER OF OFFICER	65,701	EMPLOYEE OF WELLSTAR/COBB		No
(5) THOMAS E GEARHARD MD	BOARD MEMBER	136,000	BUILDING LEASE		No
(6) GREYSTONE POWER	BOARD MEMBER	868,853	EXPLANATION IN PART V		No
(7) MATTHEW MADDOX	SON OF BOARD MEMBER	67,037	EMPLOYEE OF WELLSTAR		No
(8) PUCKETT EMS AMBULANCE SERVICE	BROTHER-IN-LAW OF OFFICER	250,230	EXPLANATION IN PART V		No
(9) H S I FINANCIAL SERVICES	OFFICER IS DIR OF AGENCY	289,075	EXPLANATION IN PART V		No
(10) BONNIE MILLER	WIFE OF BOARD MEMBER	35,100	EMPLOYEE OF WELLSTAR		No
(11) GREG SEPARK	SON OF BOARD MEMBER	23,420	EMPLOYEE OF WELLSTAR		No
(12) GREG KOST	BROTHER-IN-LAW OF OFFICER	47,539	EMPLOYEE OF WELLSTAR		No
(13) BRIAN BUSBEE	SON OF KEY EMPLOYEE	63,690	EMPLOYEE OF WELLSTAR		No
(14) JENNIFER HANEY	DAUGHTER-IN-LAW OF OFFCER	77,821	EMPLOYEE OF WELLSTAR		No
(15) TURNER BACHMAN GARRETT LLC	BROTHER-IN-LAW OF TRUSTEE	42,741	EXPLANATION IN PART V		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
SCH L PART IV TRANSACTIONS WITH INTERESTED PARTIES		On Schedule L Part IV we have several interested parties that require additional explanation for the transactions: Board Trustee Gary Miller is President of Greystone Power which provides electric service to certain Wellstar Hospitals and Physician practices in the normal course of business. The total amount of the transactions with Greystone is $869,000--$724,000 related to Douglas Hospital and $145,000 related to Wellstar Medical Group. Steve Puckett is the brother-in-law of Ellen Langford, an officer with Wellstar Health System. Mr. Puckett is the President of Puckett EMS Ambulance Service which provides ambulance services to several Wellstar Health System affiliates. Individually all of the entity specific transactions are less than $100,000 but in aggregate total $250,230. H.S.I. Financial Services is a local billing agency which provides services to Wellstar Health System in the form of routine collection services of outstanding patient balances. Lee Evins, an officer of Wellstar Health System is also a director on the H.S.I. board. The total amount of the transactions with H.S.I. equal $289,075 for the reporting period. Heath Garrett is the brother-in-law of trustee, Otis Brumby. He is a principal in the office of Turner, Bachman, and Garrett with whom WellStar purchased legal and consulting services during the year in the amount of $42,741. All of these services or transactions are in the normal course of business within the system.

Schedule L (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

WELLSTAR HEALTH SYSTEM INC

Employer identification number

58-1649541

Identifier	Return Reference	Explanation
COMPENSATION INFORMATION ON FORM 990	FORM 990 PART VII COMPENSATION, PART IX LINES 5-7 & SCHEDULE J & J-1	ALL COMPENSATION AMOUNTS REPORTED ON FORM 990, PART VII; PART IX, LINES 5-7; AND SCHEDULE J REPRESENT COMPENSATION PROVIDED TO INDIVIDUALS THAT PROVIDE SERVICES TO THE ORGANIZATION. LIKEWISE, THE NUMBER OF EMPLOYEES REPORTED ON PART V, LINE 2A REPRESENTS THE NUMBER OF INDIVIDUALS PROVIDING SERVICES TO THE ORGANIZATION. ALL FEDERAL EMPLOYMENT TAX RESPONSIBILITIES FOR THESE INDIVIDUALS (INCLUDING FEDERAL EMPLOYMENT TAX REPORTING RESPONSIBILITIES) ARE HANDLED BY WELLSTAR HEALTH SYSTEM, INC.(EIN 58-1649541).
CONFLICT OF INTEREST POLICY	FORM 990 PART VI SECTION B Line 12	Our Conflict of Interest Policy requires all covered persons to annually review the policy and then complete, sign and return the Conflicts of Interest Survey and Attestation to the Compliance Office. The policy requires an on-going disclosure obligation in the event a conflict arises during the year. The following is our process to regularly and consistently monitor and enforce the policy: Compliance Identifies all covered persons who must complete the Survey and Attestation. Compliance verifies that the Survey and Attestation is distributed to these persons. Compliance verifies that these persons return a fully completed and signed Survey and Attestation. Compliance reviews each completed and signed Survey and Attestation to identify all conflicts listed in the document. All conflicts, potential conflicts and incidences of non-compliance are referred to the Chief Compliance Officer. The CCO takes appropriate action to completely resolve all identified conflicts and incidences of non-compliance.
PROCESS OF EXEC COMPENSATION	FORM 990 PART VI SECTION B Line 15a & b	WellStar engages the Hay Group to work with the governing board to review and recommend executive compensation. The executive compensation process at WellStar is overseen by a committee of independent trustees, which follows a board-approved executive compensation philosophy. Currently the executive compensation committee consist of five members of the Board of Trustees as well as the CEO. In committtee discussions about the compensation for the Chief Executive Officer, the CEO will recuse himself from that process but is a non-voting committee member for discussions on all other officers. The executive compensation philosophy empowers the committee to oversee the executive compensation process and administer the executive compensation program on behalf of the full board of trustee of WellStar; provided, however, the full Board of Trustees evaluates and approves the compensation of the Chief Executive Officer. The philosophy requires annual disclosure of the committee's actions and decisions to the full board, which it has done. The committee is guided by the board-approved philosophy. Overall, the philosophy is intended to reward for organizational and individual performance. When performance is at a predetermined targeted level, the compensation is intended to be at or around the median of compensation paid to similar positions at similar organizations (the "market"). WellStar's executive compensation philosophy defines the market as being comprised of comparable not-for-profit health care delivery systems, i.e., not-for-profit organizations similar in complexity and scale to Wellstar. To assist the committee in fulfilling its duties, the committee engaged the Hay Group to provide market compensation data to compare to the Wellstar positions whose compensation the committee oversees. The committee uses this data to provide context when making decisions in administering the compensation program. Accurate minutes of the committee's discussion and decisions are recorded during each committee meeting, and reviewed and approved at the following committee meeting.
DISCLOSURE OF FINANCIAL DOCUMENTS	FORM 990 PART VI SECTION C Line 19	The organization and its subsidiaries are subject to the Open Records Law in the State of Georgia. Therefore, by law, citizens are permitted to inspect and copy its governing documents, policies and financial statements as may be requested from time to time. Additionally, the organization's Form 990 is made readily available on the Guidestar website. Periodically, the organization publishes its financial performance in the local newspaper for citizens to review, and it also publishes a community benefit report once a year for distribution to the public.
VOLUNTEERS	Form 990 Part I General Information	WellStar Health System, Inc. through its affiliated business organizations operates five hospitals and throughout the system there are approximately 800 volunteers who make up the network of people who donate their time to serving our healthcare community. Kennestone Hospital, Inc. has approximately 400 volunteers between Kennestone and Windy Hill. The Cobb Auxiliary has approximately 200 volunteers. Douglas Hospital and Paulding Hospital have approximately 100 volunteers each in their respective auxiliaries.
AUDITED FINANCIAL STATEMENTS	Form 990 Part IV Line 12 and Part XI	WellStar Health System, Inc. is audited on an annual basis by an outside auditing firm, KPMG, and as part of that audit a consolidated financial statement is issued for all of WellStar Health System, Inc and its Affiliates. "The independent auditors report includes the accounts of Wellstar and its controlled affiliates, Kennestone Hospital, Inc., Cobb Hospital, Inc., Douglas Hospital, Inc., Paulding Medical Center, Inc., Wellstar Foundation, Inc. CHS Foundation, Inc., Community Assurance Company, Ltd., various Wellstar owned physician practices, a hospice facility, a nursing facility, home health business, and entities for infusion therapy and durable medical equipment. All significant intercompany accounts and transactions have been eliminated in combination. The Board of Trustees of Wellstar has the authority to approve appointments of the members of the board of trustees of all affiliate corporations."
PROCESS OF 990 BOARD REVIEW	Form 990 PART VI LINE 11A	Internal staff prepare the organization's Form 990. Before filing the return with the Internal Revenue Service an external accounting firm, PricewaterhouseCoopers, reviews and sign-offs on the completed return of each organization. Generally, Form 990 is then reviewed by the Finance Committee along with a question and answer session. A motion is then made by the Finance committee to approve the returns and present to the full board copies of the forms in an electronic (pdf. format) version as well as a hard copy . The organization's CFO or designee subsequently signs the return for either manual or electronic filing by the appropriate due date.
OFFICERS HOURS WORKED	FORM 990 GENERAL STATEMENT & SCHEDULE J	The officers devote their time to all of the organizations with WellStar Health System that are listed in Schedule R, Part II. As such, the total hours worked by the officers across all of the organizations exceeds 40 hours per week.
Transactions with Related Organizations	Form 990 Schedule R Part V Line 2	The dollar amounts reported on Form 990 Schedule R Part V Line 2 for WellStar Health System, Inc. include the overhead allocations to affiliates and consists of the following types of transactions as listed in Line 1 (a-r): h) Exchange of Assets i) Lease of facilities, equipment, or other assets to other organizations j) Lease of facilities, equipment, or other assets from other organizations n) Sharing of paid employees o) Reimbursement paid to other organizations q) Other transfers of cash or property to other organizations r) Other transfers of cash or property from other organizations
Changes In Net Assets	Form 990 Part XI Line 9	The other changes in net assets for Wellstar Health System, Inc are as follows: Pension Adjustment-$130,816,000 Assets Released from Restriction-$169,000 Other Changes-$4,774,259 Total Other Changes in Net Assets-$135,759,259
Bylaws Amendments	Part VI Line 4	During the reporting period the Board of Trustees voted to amend the bylaws for WellStar Health System, Inc. to add an Audit Committee and a Compensation Committee as additional named board committees with authority to act on behalf of the governing body.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

WELLSTAR HEALTH SYSTEM INC

Employer identification number

58-1649541

Part I

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

(a) Name, address, and EIN (if applicable) 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
(1) Wellstar Medical Group LLC 805 Sandy Plains Road Marietta,GA30066 27-3818647	Healthcare	GA	238,656,930	62,621,914	WHS Inc
(2) Cobb Gynecologists 2 LLC 805 Sandy Plains Road Marietta,GA30066 02-0808099	Healthcare	GA		0	NA
(3) South Cobb OB-GYN 2 LLC 805 Sandy Plains Road Marietta,GA30066 02-0808071	Healthcare	GA		0	NA
(4) WellStar Acworth Family Practice LLC 805 Sandy Plains Road Marietta,GA30066 41-2243451	Healthcare	GA		0	NA
(5) WellStar Atlanta General Surgery LLC 805 Sandy Plains Road Marietta,GA30066 26-4271578	Healthcare	GA		0	NA
(6) WellStar Behavioral Health LLC 805 Sandy Plains Road Marietta,GA30066 58-2500211	Healthcare	GA		0	NA
(7) Wellstar Cardiovascular Medicine LLC 805 Sandy Plains Road Marietta,GA30066 26-3557639	Healthcare	GA			NA
(8) WellStar Cherokee Street Internal and Pr 805 Sandy Plains Road Marietta,GA30066 16-1735178	Healthcare	GA		0	NA
(9) WellStar Cobb Family Medicine LLC 805 Sandy Plains Road Marietta,GA30066 58-2560699	Healthcare	GA		0	NA
(10) WellStar Cobb Gynecologists LLC 805 Sandy Plains Road Marietta,GA30066 58-2502440	Healthcare	GA		0	NA
(11) WellStar Cobb Hospitalists LLC 805 Sandy Plains Road Marietta,GA30066 75-3140245	Healthcare	GA		0	NA
(12) WellStar Cobb Medical Group LLC 805 Sandy Plains Road Marietta,GA30066 58-2586050	Healthcare	GA		0	NA
(13) WellStar Cobb Rehabilitation Medicine L 805 Sandy Plains Road Marietta,GA30066 58-2587322	Healthcare	GA		0	NA
(14) WellStar Cobb Surgical Associates LLC 805 Sandy Plains Road Marietta,GA30066 56-2469675	Healthcare	GA		0	NA
(15) WellStar Cooper Lake Family Medicine LL 805 Sandy Plains Road Marietta,GA30066 26-4295540	Healthcare	GA		0	NA
(16) WellStar Cornerstone Family Medicine LL 805 Sandy Plains Road Marietta,GA30066 06-1745258	Healthcare	GA		0	NA
(17) WellStar Cousins and Cantrell LLC 805 Sandy Plains Road Marietta,GA30066 58-2586291	Healthcare	GA		0	NA
(18) WellStar Creekside Pediatrics LLC 805 Sandy Plains Road Marietta,GA30066 58-2499179	Healthcare	GA		0	NA
(19) WellStar Douglas Surgical Associates LL 805 Sandy Plains Road Marietta,GA30066 30-0364595	Healthcare	GA		0	NA
(20) WellStar Douglasville Medical Center at 805 Sandy Plains Road Marietta,GA30066 75-3245214	Healthcare	GA		0	NA
(21) WellStar Douglasville Medical Center LL 805 Sandy Plains Road Marietta,GA30066 58-2577971	Healthcare	GA		0	NA
(22) WellStar East Cobb Medical Center LLC 805 Sandy Plains Road Marietta,GA30066 58-2598851	Healthcare	GA		0	NA
(23) WellStar East Paulding Pediatric Center 805 Sandy Plains Road Marietta,GA30066 58-2598855	Healthcare	GA		0	NA
(24) WellStar East Paulding Primary Care Cent 805 Sandy Plains Road Marietta,GA30066 58-2598856	Healthcare	GA		0	NA
(25) WellStar Infectious Disease LLC 805 Sandy Plains Road Marietta,GA30066 58-2502436	Healthcare	GA		0	NA
(26) WellStar Internal Medicine Associates of 805 Sandy Plains Road Marietta,GA30066 58-2586054	Healthcare	GA		0	NA
(27) WellStar Internal Medicine at Douglasvil 805 Sandy Plains Road Marietta,GA30066 58-2598842	Healthcare	GA		0	NA
(28) WellStar Internal Medicine at Paulding 805 Sandy Plains Road Marietta,GA30066 30-0355547	Healthcare	GA		0	NA
(29) WellStar Internal Medicine of Cobb LLC 805 Sandy Plains Road Marietta,GA30066 56-2445102	Healthcare	GA		0	NA
(30) WellStar KenMar Pediatrics LLC 805 Sandy Plains Road Marietta,GA30066 58-2577974	Healthcare	GA		0	NA
(31) WellStar Kennesaw Medical Center LLC 805 Sandy Plains Road Marietta,GA30066 58-2568534	Healthcare	GA		0	NA
(32) WellStar Kennestone OBGYN 2 LLC 805 Sandy Plains Road Marietta,GA30066 30-0355553	Healthcare	GA		0	NA
(33) WellStar Kennestone OBGYN LLC 805 Sandy Plains Road Marietta,GA30066 58-2499183	Healthcare	GA		0	NA
(34) WellStar Kennestone Pediatric Associates 805 Sandy Plains Road Marietta,GA30066 58-2586286	Healthcare	GA		0	NA
(35) WellStar Marietta Adult Medicine Associa 805 Sandy Plains Road Marietta,GA30066 58-2635392	Healthcare	GA		0	NA
(36) WellStar Marietta Family Medicine LLC 805 Sandy Plains Road Marietta,GA30066 58-2577972	Healthcare	GA		0	NA
(37) WellStar Marietta Internal Medicine LLC 805 Sandy Plains Road Marietta,GA30066 58-2586289	Healthcare	GA		0	NA
(38) WellStar Marietta Pediatrics LLC 805 Sandy Plains Road Marietta,GA30066 58-2598854	Healthcare	GA		0	NA
(39) WellStar Marietta Primary Care LLC 805 Sandy Plains Road Marietta,GA30066 58-2577979	Healthcare	GA		0	NA
(40) WellStar Marietta Pulmonary Medicine LL 805 Sandy Plains Road Marietta,GA30066 58-2586292	Healthcare	GA		0	NA
(41) WellStar Medical Specialists 2 LLC 805 Sandy Plains Road Marietta,GA30066 75-3261729	Healthcare	GA		0	NA
(42) WellStar Medical Specialists LLC 805 Sandy Plains Road Marietta,GA30066 58-2586293	Healthcare	GA		0	NA
(43) WellStar Midani Pediatric Practice LLC 805 Sandy Plains Road Marietta,GA30066 58-2598853	Healthcare	GA		0	NA
(44) WellStar Neurosurgery LLC 805 Sandy Plains Road Marietta,GA30066 30-0067488	Healthcare	GA		0	NA
(45) WellStar North Cobb Pediatrics LLC 805 Sandy Plains Road Marietta,GA30066 58-2518119	Healthcare	GA		0	NA
(46) WellStar North Cobb Women's Health 2 LL 805 Sandy Plains Road Marietta,GA30066 41-2243450	Healthcare	GA		0	NA
(47) WellStar North Cobb Women's Health LLC 805 Sandy Plains Road Marietta,GA30066 58-2499178	Healthcare	GA		0	NA
(48) WellStar North Douglas OBGYN LLC 805 Sandy Plains Road Marietta,GA30066 58-2598852	Healthcare	GA		0	NA
(49) WellStar Northwest Women's Care LLC 805 Sandy Plains Road Marietta,GA30066 58-2499181	Healthcare	GA		0	NA
(50) WellStar Occupational Health LLC 805 Sandy Plains Road Marietta,GA30066 58-2510194	Healthcare	GA		0	NA
(51) WellStar Palliative Medicine LLC 805 Sandy Plains Road Marietta,GA30066 22-3972021	Healthcare	GA		0	NA
(52) WellStar Paulding Surgical Associates L 805 Sandy Plains Road Marietta,GA30066 74-3130874	Healthcare	GA		0	NA
(53) WellStar Pediatric & Adolescent Center 805 Sandy Plains Road Marietta,GA30066 58-2570392	Healthcare	GA		0	NA
(54) WellStar Pediatric & Family Wellness Cen 805 Sandy Plains Road Marietta,GA30066 26-4687089	Healthcare	GA		0	NA
(55) WellStar Pediatric Professionals LLC 805 Sandy Plains Road Marietta,GA30066 32-0093335	Healthcare	GA		0	NA
(56) WellStar Pediatrics at Brookstone LLC 805 Sandy Plains Road Marietta,GA30066 58-2598844	Healthcare	GA		0	NA
(57) WellStar Phillips Women's Care LLC 805 Sandy Plains Road Marietta,GA30066 58-2586058	Healthcare	GA		0	NA
(58) WellStar Physicians Group Douglas Hospit 805 Sandy Plains Road Marietta,GA30066 16-1735192	Healthcare	GA		0	NA
(59) WellStar Physicians Group ENT LLC 805 Sandy Plains Road Marietta,GA30066 58-2473668	Healthcare	GA		0	NA
(60) WellStar Physicians Group Hospitalists 805 Sandy Plains Road Marietta,GA30066 58-2461494	Healthcare	GA		0	NA
(61) WellStar Physicians Group Pathologists 805 Sandy Plains Road Marietta,GA30066 58-2461493	Healthcare	GA		0	NA
(62) WellStar Powder Springs Medical Center 805 Sandy Plains Road Marietta,GA30066 58-2586052	Healthcare	GA		0	NA
(63) WellStar Rehab Medicine LLC 805 Sandy Plains Road Marietta,GA30066 58-2532917	Healthcare	GA		0	NA
(64) WellStar Rheumatology Associates of Mari 805 Sandy Plains Road Marietta,GA30066 45-0559274	Healthcare	GA		0	NA
(65) WellStar Shallowford Medical Center LLC 805 Sandy Plains Road Marietta,GA30066 58-2598849	Healthcare	GA		0	NA
(66) WellStar Smyrna Primary Care Center LLC 805 Sandy Plains Road Marietta,GA30066 58-2598843	Healthcare	GA		0	NA
(67) WellStar South Cobb Primary Care LLC 805 Sandy Plains Road Marietta,GA30066 58-2586290	Healthcare	GA		0	NA
(68) WellStar South Cobb Rheumatology LLC 805 Sandy Plains Road Marietta,GA30066 41-2243448	Healthcare	GA		0	NA
(69) WellStar Surgical Associates of Marietta 805 Sandy Plains Road Marietta,GA30066 56-2469677	Healthcare	GA		0	NA
(70) WellStar Thoracic Surgery Associates LLC 805 Sandy Plains Road Marietta,GA30066 26-3540626	Healthcare	GA		0	NA
(71) WellStar Towne Lake Medical Center LLC 805 Sandy Plains Road Marietta,GA30066 58-2586287	Healthcare	GA		0	NA
(72) WellStar Towne Lake Pediatrics LLC 805 Sandy Plains Road Marietta,GA30066 58-2577980	Healthcare	GA		0	NA
(73) WellStar Urgent Care at Cooper Lake LLC 805 Sandy Plains Road Marietta,GA30066 30-0378808	Healthcare	GA		0	NA
(74) WellStar Urgent Care at Towne Lake LLC 805 Sandy Plains Road Marietta,GA30066 58-2586061	Healthcare	GA		0	NA
(75) WellStar Urgent Care in Kennesaw LLC 805 Sandy Plains Road Marietta,GA30066 58-2568565	Healthcare	GA		0	NA
(76) WellStar Urgent Care on Delk Road LLC 805 Sandy Plains Road Marietta,GA30066 58-2577976	Healthcare	GA		0	NA
(77) WellStar Urgent Care on Sandy Plains Roa 805 Sandy Plains Road Marietta,GA30066 58-2598845	Healthcare	GA		0	NA
(78) WellStar West Cobb Medical Center LLC 805 Sandy Plains Road Marietta,GA30066 58-2586288	Healthcare	GA		0	NA
(79) WellStar Woodlawn Commons Family Practic 805 Sandy Plains Road Marietta,GA30066 58-2586053	Healthcare	GA		0	NA
(80) Homecare Billing Services LLC 805 Sandy Plains Road Marietta,GA30066 58-2479534	Healthcare	GA		2,994,511	NA
(81) Wellstar Windy Hill Apothecary LLC 805 Sandy Plains Road Marietta,GA30066 56-2511925	Healthcare	GA		1,102,029	NA
(82) Wellstar Bi-County ENT LLC 805 Sandy Plains Road Marietta,GA30066 27-2258194	Healthcare	GA		0	NA
(83) Wellstar Comprehensive Bariatric Srv LLC 805 Sandy Plains Road Marietta,GA30066 27-1716783	Healthcare	GA		0	NA
(84) Wellstar Family Medicine LLC 805 Sandy Plains Road Marietta,GA30066 27-3565358	Healthcare	GA		0	NA
(85) Wellstar Home Health LLC 805 Sandy Plains Road Marietta,GA30066 27-0277843	Healthcare	GA		5,812,873	WHS Inc
(86) Wellstar Health Network LLC 805 Sandy Plains Road Marietta,GA30066 27-3870970	Healthcare	GA			WHS Inc
(87) Wellstar Health Ventures LLC 805 Sandy Plains Road Marietta,GA30066 45-3754932	Healthcare	GA		883,513	WHS Inc
(88) Wellstar IPA LLC 805 Sandy Plains Road Marietta,GA30066 58-1649541	Insurance	GA		0	NA
(89) Wellstar Community Hospice LLC 805 Sandy Plains Road Marietta,GA30066 13-4350580	Healthcare	GA		8,807,384	NA
(90) Center for Health Transformation 805 Sandy Plains Road Marietta,GA30066 58-1649541	Healthcare	GA		0	NA

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to 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 entity?
(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) CHS Foundation Inc 805 Sandy Plains Road Marietta,GA30066 58-1649540	Foundation	GA	501 (c) 3	11 Type 2	WHS	Yes
(2) Cobb Hospital Inc 805 Sandy Plains Road Marietta,GA30066 58-0968382	Healthcare	GA	501 (C) 3	3	WHS	Yes
(3) Douglas Hospital Inc 805 Sandy Plains Road Marietta,GA30066 58-2026750	Healthcare	GA	501 (c) 3	3	WHS	Yes
(4) Kennestone Hospital Inc 805 Sandy Plains Road Marietta,GA30066 58-2032904	Healthcare	GA	501 (c) 3	3	WHS	Yes
(5) Paulding Medical Center Inc 805 Sandy Plains Road Marietta,GA30066 58-2095884	Healthcare	GA	501 (c) 3	3	WHS	Yes
(6) Wellstar Foundation Inc 805 Sandy Plains Road Marietta,GA30066 58-1627413	Foundation	GA	501 (c) 3	11 Type 2	WHS	Yes

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

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to 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) Kennestone South Parking Deck 805 Sandy Plains Road Marietta,GA300666340 58-1649541	PARKING	GA	NA	Investment	115,392	1,681,857		No			No	45.000 %
(2) Cobb Hospital Parking Company LLC 805 Sandy Plains Road Marietta,GA300666340 75-2999669	PARKING	GA	NA	Investment	32,622	740,958		No			No	62.500 %

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to 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	(i) Section 512(b)(13) controlled entity?
(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		Yes	No
(1) Community Assurance Co 3rd Fl Barclays House Shedden Rd George Town,Cayman Islands, B CJ 58-1649541	INSURANCE	CJ	WHS INC	C		60,283,691	100.000 %	Yes

Schedule R (Form 990) 2012

Page 3

Part V

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

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

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 or (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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

Yes

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

Yes

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

Yes

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

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

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

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

Yes

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

Yes

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

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

Yes

s 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-s)	(c) Amount involved	(d) Method of determining amount involved
(1) Cobb Hospital Inc	q	55,787,428	actual cost
(2) Douglas Hospital Inc	q	19,312,505	actual cost
(3) Kennestone Hospital Inc	q	124,548,708	actual cost
(4) Paulding Medical Center Inc	q	11,244,854	actual cost

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to 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) 2012

Page 5

Part VII

Supplemental Information

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

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version: