TY 2014 Form 990

(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)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) CLINT MATTHEWS........................................................................ PRESIDENT &	1.00 .......................62.00	X	X	1,030,465	358,327
(2) ROBERT BRIGHAM........................................................................ BOARD MEMBER	1.00 .......................40.00	X		738,487	68,077
(3) ADAM SIGAL MD........................................................................ BOARD MEMBER	1.00 .......................52.00	X		419,020	53,095
(4) KRISTEN SANDEL MD........................................................................ BOARD MEMBER	1.00 .......................52.00	X		409,309	42,241
(5) JOHN WEIDENHAMMER........................................................................ BOARD MEMBER	2.00 .......................2.00	X		0	0
(6) TOM FLYNN PHD........................................................................ BOARD MEMBER	2.00 .......................2.00	X		0	0
(7) KAREN RIGHTMIRE........................................................................ BOARD MEMBER	2.00 .......................2.00	X		0	0
(8) BEN ZINTAK........................................................................ BOARD MEMBER	2.00 .......................2.00	X		0	0
(9) BARBARA ARNER........................................................................ BOARD MEMBER	2.00 .......................2.00	X		0	0
(10) THEODORE AUMAN........................................................................ BOARD MEMBER	2.00 .......................2.00	X		0	0
(11) VICTOR HAMMEL........................................................................ CHAIRMAN	2.00 .......................6.00	X		0	0
(12) BRIAN HARD........................................................................ BOARD MEMBER	2.00 .......................2.00	X		0	0
(13) JULIA KLEIN........................................................................ BOARD MEMBER	2.00 .......................2.00	X		0	0
(14) CHRIS G KRARAS........................................................................ BOARD MEMBER	2.00 .......................4.00	X		0	0
(15) C THOMAS WORK ESQ........................................................................ BOARD MEMBER	2.00 .......................6.00	X		0	0
(16) BRENT WAGNER MD........................................................................ VICE CHAIR	2.00 .......................4.00	X		0	0
(17) P MICHAEL EHLERMAN........................................................................ BOARD MEMBER	2.00 .......................4.00	X		0	0

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............		1
2	Savings and temporary cash investments .........	9,396,248	2	18,746,638
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............	523,514,267	4	517,466,491
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
			5
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
			6
7	Notes and loans receivable, net .............		7
8	Inventories for sale or use ..............		8
9	Prepaid expenses and deferred charges ..........		9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	43,128,313
b	Less: accumulated depreciation .....	10b	829,629	40,206,929	10c	42,298,684
11	Investments—publicly traded securities ..........	985,375,008	11	885,530,605
12	Investments—other securities. See Part IV, line 11 .....		12
13	Investments—program-related. See Part IV, line 11 .....		13
14	Intangible assets ...............		14
15	Other assets. See Part IV, line 11 ...........	15,357,773	15	15,081,629
16	Total assets. Add lines 1 through 15 (must equal line 34)......	1,573,850,225	16	1,479,124,047
	17	Accounts payable and accrued expenses .........	2,719,141	17	2,916,332
18	Grants payable .................		18
19	Deferred revenue ................		19
20	Tax-exempt bond liabilities .............	592,379,707	20	587,902,712
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
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..........		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ....		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	52,169,878	25	48,433,045
26	Total liabilities. Add lines 17 through 25.........	647,268,726	26	639,252,089
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	926,581,499	27	839,871,958
28	Temporarily restricted net assets ...........		28
29	Permanently restricted net assets ...........		29
	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 ...........	926,581,499	33	839,871,958
34	Total liabilities and net assets/fund balances ........	1,573,850,225	34	1,479,124,047

- 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.
right arrow

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

Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

READING HEALTH SYSTEM

Employer identification number

23-2201344

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 in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ............................. 3

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

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(A) READING HOSPITAL	231352204	Yes		24,265,710	0
(B) READING PROFESSIONAL SERVICES	232266054	Yes		0	0
(C) TRH MEDICAL GROUP	205095905	Yes		0	0
Total 3				24,265,710

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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 VI.)..
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 section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. 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—2013. 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—2014. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. 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 VI 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) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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 VI.) ..
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 section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2014. 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—2013. 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) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Yes

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Yes

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

Yes

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Yes

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Yes

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Yes

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
PART IV, SECTION D, LINE 3	THE CAPITAL COMMITTEE IS COMPRISED OF MEMBERS OF THE SUPPORTETD ORGANIZATIONS AS WELL AS THE SUPPORTING ORGANIZATION. BECAUSE OF THIS OVERLAP, THE SUPPORTED ORGANIZATIONS HAVE A SIGNIFICANT VOICE IN THE SUPPORTING ORGANIZATION'S INVESTMENT POLICIES AND IN DIRECTING THE USE OF THE ORGANIZATION'S INCOME AND ASSETS DURING THE TAX YEAR. THE CAPITAL RESOURCE COMMITTEE MEETS EVERY 2 MONTHS. INVESTMENT PRESENATATIONS ARE MADE, ISSUES ARE DISCUSSED AND MINUTES ARE TAKEN BY THE DIRECTOR OF TREASURY. ANY SUBSEQUENT FOLLOW-UP ORDERED BY THE COMMITTEE IS COORDINATED BY THE DIRECTOR OF TREASURY.
PART IV, SECTION E, LINE 3A	THE BOARD OF DIRECTORS FOR THE EACH SUPPORTED ORGANIZATION IS ELECTED BY THE READING HEALTH SYSTEM AT THE ANNUAL MEETING.
PART IV, SECTION E, LINE 3B	SUPPORTING ORGANIZATIONS FOLLOW POLICIES AND PROCEDURES SET BY THE READING HEALTH SYSTEM.

Schedule A (Form 990 or 990-EZ) 2014

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.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

READING HEALTH SYSTEM

Employer identification number

23-2201344

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 value of contributions to (during year)
3	Aggregate value of 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)

Revenue 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:

Revenue 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) 2014

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, for escrow or custodial account liability?

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 ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

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

Temporarily restricted endowment SchDMd Bullet

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

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

Yes

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

3a(i)

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

3a(ii)

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

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

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	38,980,168		38,980,168
b	Buildings ................
c	Leasehold improvements ............
d	Equipment ................	4,148,145	829,629	3,318,516
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				42,298,684

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. 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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









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

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
SWAP CONTRACT		48,433,045








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		48,433,045
2. Liability for uncertain tax positions. 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) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
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 (losses) 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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
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

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.

Return Reference	Explanation

Schedule D (Form 990) 2014

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, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

READING HEALTH SYSTEM

Employer identification number

23-2201344

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
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

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), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

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

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

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

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

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

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

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

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

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

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2014

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 in column(B) 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)
1CLINT MATTHEWSPRESIDENT & CEO	(i) (ii)	............................... 940,909	...............................	............................... 89,556	............................... 321,053	............................... 37,274	............................... 1,388,792	...............................
2ROBERT BRIGHAMBOARD MEMBER	(i) (ii)	............................... 690,352	...............................	............................... 48,135	............................... 54,481	............................... 13,596	............................... 806,564	...............................
3ADAM SIGAL MDBOARD MEMBER	(i) (ii)	............................... 331,011	............................... 46,342	............................... 41,667	............................... 52,705	............................... 390	............................... 472,115	...............................
4KRISTEN SANDEL MDBOARD MEMBER	(i) (ii)	............................... 343,539	............................... 65,500	............................... 270	............................... 35,248	............................... 6,993	............................... 451,550	...............................
5RICHARD W JONESCFO	(i) (ii)	............................... 496,600	...............................	............................... 366,879	............................... 35,463	............................... 22,307	............................... 921,249	............................... 270,244
6THERESE SUCHERCOO	(i) (ii)	............................... 543,629	...............................	............................... 13,487	............................... 173,822	............................... 37,939	............................... 768,877	...............................
7GREG SORENSENCMO	(i) (ii)	............................... 418,246	............................... 21,620	............................... 17,351	............................... 163,479	............................... 17,025	............................... 637,721	...............................
8DAN AHERNSENIOR VP	(i) (ii)	............................... 267,858	...............................	............................... 397	...............................	............................... 13,201	............................... 281,456	...............................
9GEROGE A JENCKESCEO OF RHP	(i) (ii)	369,221 ...............................	...............................	7,764 ...............................	...............................	20,970 ...............................	397,955 ...............................	...............................
10MARY AGNEWVP/CHIEF NURSING OFF	(i) (ii)	............................... 295,173	...............................	............................... 1,953	............................... 55,864	............................... 10,985	............................... 363,975	...............................

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

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.

Return Reference	Explanation
SCHEDULE J, PAGE 1, PART I, LINE 4	CLINT MATTHEWS 0 282,273 0 RICHARD W. JONES 76,400 270,244 0 THERESE SUCHER 0 135,907 0 GREG SORENSEN 0 104,562 0
SCHEDULE J, PART III	THIS ORGANIZATION DOES NOT PAY THE COMPENSATION REPORTED FROM RELATED ENTITIES. THE COMPENSATION OF EXECUTIVES IS DETERMINED BY THE READING HEALTH SYSTEM'S BOARD OF DIRECTORS, WHICH HAS DULY APPOINTED AN EXECUTIVE COMPENSATION COMMITTEE (THE "COMMITTEE"), WHICH IS RESPONSIBLE FOR THE REVIEW AND APPROVAL OF ALL COMPENSATION AND BENEFITS PROVIDED TO THE HOSPITAL'S EXECUTIVE MANAGEMENT. THE COMMITTEE HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION PHILOSOPHY STATEMENT AND AN EXECUTIVE COMPENSATION COMMITTEE CHARTER GOVERNING THE WORK AND REVIEW PROCESS OF THE COMMITTEE. THE COMMITTEE FOLLOWS THE PROCEDURES DESCRIBED IN THE PHILOSOPHY STATEMENT AND THE CHARTER WHEN IT REVIEWS AND APPROVES THE COMPENSATION AND EMPLOYEE BENEFITS PROVIDED TO THE HOSPITAL'S SENIOR MANAGEMENT, INCLUDING THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER. THE COMMITTEE'S REVIEW ANALYZES EVERY ELEMENT OF COMPENSATION, INCLUDING CURRENT AND DEFERRED COMPENSATION, AND BENEFITS, INCLUDING QUALIFIED AND NON-QUALIFIED BENEFITS. THE COMMITTEE CONDUCTS ITS REVIEW AND APPROVAL PROCESS AT LEAST ANNUALLY, AND APPROVES COMPENSATION AND BENEFITS ONLY TO THE EXTENT THAT THE COMMITTEE HAS CONCLUDED THAT THE COMPENSATION AND BENEFITS CONSTITUTE NO MORE THAN REASONABLE COMPENSATION FOR EACH EXECUTIVE. THE COMMITTEE CONSISTS ENTIRELY OF DISINTERESTED MEMBERS OF THE BOARD, AND THE COMMITTEE WORKS WITH AN INDEPENDENT COMPENSATION CONSULTANT TO PREPARE AND REVIEW IN ADVANCE COMPREHENSIVE DATA SHOWING THE COMPENSATION PROVIDED BY SIMILARLY SITUATED ORGANIZATIONS FOR FUNCTIONALLY SIMILAR POSITIONS. THE COMMITTEE ALSO PREPARES A TIMELY AND THOROUGH WRITTEN RECORD OF ITS DELIBERATIONS AND CONCLUSIONS. AS A RESULT, THE COMMITTEE'S REVIEW PROCESS IS DESIGNED TO SATISFY THE PROCEDURAL CRITERIA NECESSARY TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE FEDERAL INCOME TAX LAW INTERMEDIATE SANCTIONS RULES.

Return Reference

Explanation

SCHEDULE J, PAGE 1, PART I, LINE 4

CLINT MATTHEWS 0 282,273 0 RICHARD W. JONES 76,400 270,244 0 THERESE SUCHER 0 135,907 0 GREG SORENSEN 0 104,562 0

SCHEDULE J, PART III

THIS ORGANIZATION DOES NOT PAY THE COMPENSATION REPORTED FROM RELATED ENTITIES. THE COMPENSATION OF EXECUTIVES IS DETERMINED BY THE READING HEALTH SYSTEM'S BOARD OF DIRECTORS, WHICH HAS DULY APPOINTED AN EXECUTIVE COMPENSATION COMMITTEE (THE "COMMITTEE"), WHICH IS RESPONSIBLE FOR THE REVIEW AND APPROVAL OF ALL COMPENSATION AND BENEFITS PROVIDED TO THE HOSPITAL'S EXECUTIVE MANAGEMENT. THE COMMITTEE HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION PHILOSOPHY STATEMENT AND AN EXECUTIVE COMPENSATION COMMITTEE CHARTER GOVERNING THE WORK AND REVIEW PROCESS OF THE COMMITTEE. THE COMMITTEE FOLLOWS THE PROCEDURES DESCRIBED IN THE PHILOSOPHY STATEMENT AND THE CHARTER WHEN IT REVIEWS AND APPROVES THE COMPENSATION AND EMPLOYEE BENEFITS PROVIDED TO THE HOSPITAL'S SENIOR MANAGEMENT, INCLUDING THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER. THE COMMITTEE'S REVIEW ANALYZES EVERY ELEMENT OF COMPENSATION, INCLUDING CURRENT AND DEFERRED COMPENSATION, AND BENEFITS, INCLUDING QUALIFIED AND NON-QUALIFIED BENEFITS. THE COMMITTEE CONDUCTS ITS REVIEW AND APPROVAL PROCESS AT LEAST ANNUALLY, AND APPROVES COMPENSATION AND BENEFITS ONLY TO THE EXTENT THAT THE COMMITTEE HAS CONCLUDED THAT THE COMPENSATION AND BENEFITS CONSTITUTE NO MORE THAN REASONABLE COMPENSATION FOR EACH EXECUTIVE. THE COMMITTEE CONSISTS ENTIRELY OF DISINTERESTED MEMBERS OF THE BOARD, AND THE COMMITTEE WORKS WITH AN INDEPENDENT COMPENSATION CONSULTANT TO PREPARE AND REVIEW IN ADVANCE COMPREHENSIVE DATA SHOWING THE COMPENSATION PROVIDED BY SIMILARLY SITUATED ORGANIZATIONS FOR FUNCTIONALLY SIMILAR POSITIONS. THE COMMITTEE ALSO PREPARES A TIMELY AND THOROUGH WRITTEN RECORD OF ITS DELIBERATIONS AND CONCLUSIONS. AS A RESULT, THE COMMITTEE'S REVIEW PROCESS IS DESIGNED TO SATISFY THE PROCEDURAL CRITERIA NECESSARY TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE FEDERAL INCOME TAX LAW INTERMEDIATE SANCTIONS RULES.

Schedule J (Form 990) 2014

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

Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization
READING HEALTH SYSTEM

Employer identification number
23-2201344

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	BERKS COUNTY MUNICIPAL AUTHORITY SERIES 2009A-3	23-6647630	084538GG6	07-15-2009	132,197,073	SEE PART VI		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	21,995,000
2 Amount of bonds legally defeased . . . . . . . . . . .
3 Total proceeds of issue . . . . . . . . . . . . . .	132,199,246
4 Gross proceeds in reserve funds . . . . . . . . . . . .
5 Capitalized interest from proceeds . . . . . . . . . . .
6 Proceeds in refunding escrows . . . . . . . . . . . .
7 Issuance costs from proceeds . . . . . . . . . . . .	1,712,133
8 Credit enhancement from proceeds . . . . . . . . . . .
9 Working capital expenditures from proceeds . . . . . . . . .
10 Capital expenditures from proceeds . . . . . . . . . . .	14,967,250
11 Other spent proceeds . . . . . . . . . . . . . .	115,519,863
12 Other unspent proceeds . . . . . . . . . . . . . .
13 Year of substantial completion . . . . . . . . . . . .	2010
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X

Part III

Private Business Use

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

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

Cat. No. 50193E

Schedule K (Form 990) 2014

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .
6 Total of lines 4 and 5 . . . . . . . . . . . . .
7 Does the bond issue meet the private security or payment test? . . . . .		X
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
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? . . . . . . . . . . . . .
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

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate? . .		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .		X
b Exception to rebate? . . . . . . . .	X
c No rebate due? . . . . . . . .	X
If "Yes" to line 2c, provide in Part VI the date the rebate computation was performed . . . . . .
3 Is the bond issue a variable rate issue? . . . .		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 . . . . . . . . .
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . .
e Was the hedge terminated? . . . . . .

Schedule K (Form 990) 2014

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
b Name of provider . . . . . . . . .
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
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
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

Part VI

Supplemental Information. Provide additional information for responses to questions on Schedule K (see instructions).

Return Reference	Explanation
SCHEDULE K - DATE REBATE COMPUTATION PERFORMED	BERKS COUNTY MUNICIPAL AUTHORITY 08/31/10

Schedule K (Form 990) 2014

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 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

READING HEALTH SYSTEM

Employer identification number

23-2201344

Return Reference	Explanation
FORM 990, PAGE 2, PART III, LINE 4A	OUR CAREGIVERS AND SUPPORT STAFF PARTICIPATE IN HEALTH EDUCATION, FREE SCREENINGS, AND IMMUNIZATIONS. THEY SUPPORT ACTIVITIES FOR INDIVIDUALS WITH SERIOUS OR CHRONIC HEALTH CONDITIONS, ADVANCE SELF-CARE BY INCREASING HEALTHCARE KNOWLEDGE, AND ADDRESS SPECIFIC COMMUNITY NEEDS THROUGH AN ARRAY OF OTHER EDUCATIONAL, SERVICE AND OUTREACH ACTIVITIES. HERE ARE A FEW EXAMPLES OF WHY THESE PROGRAMS REPRESENT THE BEST OF ALL OF US, WORKING TOGETHER FOR THE HEALTH OF OUR COMMUNITY. MAKING BERKS COUNTY EVEN MORE HEARTSAFE HEARTSAFE BERKS COUNTY IS AN INNOVATIVE PROGRAM THAT PLACES AUTOMATIC EXTERNAL DEFIBRILLATORS (AEDS) IN KEY INSTITUTIONS THROUGHOUT THE COUNTY. AN AED CAN HELP REVIVE A PERSON WHOSE HEART HAS STOPPED BEFORE EMERGENCY MEDICAL PERSONNEL ARRIVE. DIVERSITY AND CONSUMER ENGAGEMENT POSITION WAS CREATED TO SUPPORT READING HEALTH SYSTEM'S COMMUNITY ENGAGEMENT ENDEAVORS. THIS DEPARTMENT WILL BE RESPONSIBLE FOR DELIVERY OF STRATEGIC HEALTH SERVICES FOR UNDERSERVED POPULATION. SCREENINGS FOR BETTER HEALTH SCREENING TESTS CAN HELP FIND CANCER AT AN EARLY STAGE, BEFORE SYMPTOMS APPEAR. AS THE NATIONAL CANCER INSTITUTE EXPLAINS, WHEN ABNORMAL TISSUE OR CANCER IS FOUND EARLY, IT MAY BE EASIER TO TREAT OR CURE. EACH YEAR, WE OFFER POTENTIALLY LIFE-SAVING FREE CANCER SCREENINGS. THEY INCLUDE BREAST, CERVICAL, PROSTATE, SKIN, AND ORAL CANCERS. NOW IN ITS SEVENTH YEAR, OUR INJURY PREVENTION PROGRAM REACHES THOUSANDS OF AREA RESIDENTS, EDUCATING THEM IN SAFETY AS A WAY OF LIFE. THE GOAL IS TO PREVENT THOSE ACCIDENTS AND INJURIES THAT RESULT IN THE HIGHEST PATIENT VOLUME IN OUR TRAUMA CENTER. OUR TRAUMA CENTER'S EDUCATION COORDINATOR PARTICIPATES IN AND RECRUITS STAFF TO HELP WITH PROGRAMS SUCH AS: "DARE TO PREPARE," A PROGRAM IN PARTNERSHIP WITH AAA AND THE PENNSYLVANIA DEPARTMENT OF TRANSPORTATION, WHICH ASSISTS PARENTS IN PREPARING TEENS FOR DRIVING BY REVIEWING RISKS AND DISTRACTIONS FOR NEW DRIVERS. "VISITS TO ELEMENTARY SCHOOLS TO REVIEW SAFETY ISSUES ON THE PLAYGROUND AND SCHOOL BUSES, AS WELL AS TO PROMOTE THE USE OF BIKE HELMETS. "CARFIT" EDUCATIONAL EVENTS FOR OLDER DRIVERS, WHICH REVIEW A SENIOR'S DRIVING SKILLS AND DISTRACTIONS ON THE ROAD. AGING BODIES ARE MORE FRAGILE AND VULNERABLE IN A CAR CRASH, SO MAKING SURE A CAR IS PROPERLY "FITTED" FOR A SENIOR DRIVER GREATLY INCREASES THE DRIVER'S SAFETY. FIRST AID STATIONS AT MAJOR COMMUNITY EVENTS, SUCH AS THE READING FAIR, MAPLE GROVE RACEWAY EVENTS, AND MID-ATLANTIC AIR MUSEUM'S WORLD WAR II WEEKEND. CREATING GREATER ACCESS READING HEALTH SYSTEM HELPS FINANCIALLY SUPPORT BERKS COMMUNITY HEALTH CENTER, WHICH IS A FEDERALLY QUALIFIED HEALTH CENTER. BERKS COMMUNITY HEALTH CENTER IS LOCATED IN AN AREA THAT TREATS UNDERSERVED MEMBERS OF OUR COMMUNITY, WHICH RESULTS IN GREATER ACCESS FOR THOSE SERVED. ASKING THE QUESTIONS READING HEALTH SYSTEM JOINED WITH ST. JOSEPH MEDICAL CENTER, UNITED WAY OF BERKS COUNTY, AND BERKS COMMUNITY FOUNDATION TO CONDUCT A QUANTITATIVE SURVEY OF COMMUNITY NEEDS. UNDER THE GUIDANCE OF A COMMUNITY HEALTH NEEDS ASSESSMENT ADVISORY BOARD, THESE ORGANIZATIONS ENGAGED PUBLIC HEALTH MANAGEMENT COMPANY TO CONDUCT A HEALTH SURVEY OF BERKS COUNTY RESIDENTS THIS SUMMER. READING HOSPITAL ALSO CONDUCTED A SEPARATE RESEARCH PROJECT TARGETING INDIVIDUALS WHO LIVE IN THE CITY OF READING. RESULTS FROM BOTH INITIATIVES, ALONG WITH ANECDOTAL INFORMATION ON SERVICE UTILIZATION AND GAPS, WILL DRIVE FUTURE COMMUNITY BENEFIT ACTIVITIES. COMMUNITY BENEFIT TOTAL: 180,009,218 (FISCAL YEAR 2014) DIRECT PATIENT CARE UNREIMBURSED MEDICARE: 61.0 MILLION (ESTIMATED: 49,000 INDIVIDUALS) THE DIFFERENCE BETWEEN MEDICARE CHARGES AND MEDICARE PAYMENTS AND THE ACTUAL COST OF PROVIDING PATIENT CARE. UNREIMBURSED MEDICAID: 56.6 MILLION (ESTIMATED: 37,400 INDIVIDUALS) THE DIFFERENCE BETWEEN MEDICAL ASSISTANCE CHARGES AND MEDICAID PAYMENTS AND THE ACTUAL COST OF PROVIDING PATIENT CARE. BAD DEBT: 8.7 MILLION THE COST OF PROVIDING CARE TO PATIENTS WHOM WE BELIEVE WOULD QUALIFY FOR FINANCIAL ASSISTANCE UNDER OUR CHARITY CARE POLICY. UNCOMPENSATED CHARITY CARE: 24.2 MILLION (ESTIMATED: 4,000 INDIVIDUALS) FREE HEALTH SERVICES PROVIDED TO PERSONS WHO MEET OUR CRITERIA FOR FINANCIAL ASSISTANCE. THIS AMOUNT REFLECTS THE ACTUAL COST OF PROVIDING CARE. COMMUNITY HEALTH IMPROVEMENT SERVICES PATIENT CARE COMMUNITY SERVICES: 3.4 MILLION INCLUDES FREE FLU SHOTS, CANCER SCREENINGS, MEDICATIONS, MEDICAL EQUIPMENT AND TRANSPORTATION FOR COMMUNITY MEMBERS; FREE INTERPRETING SERVICES; AND FREE COMMUNITY HELP LINE. COMMUNITY HEALTH EDUCATION: 0.6 MILLION INCLUDES HEALTH EDUCATION PROGRAMS, CPR CLASSES, SUPPORT GROUPS AND FREE WORKSITE HEALTH EDUCATION PROGRAMS THAT IMPROVE COMMUNITY HEALTH. FINANCIAL AND IN-KIND DONATIONS: 1.1 MILLION CONTRIBUTIONS MADE BY TRHMC AND ITS EMPLOYERS TO COMMUNITY NON-PROFIT ORGANIZATIONS. PROFESSIONAL EDUCATION AND CLINICAL RESEARCH MEDICAL EDUCATION FOR PHYSICIANS/MEDICAL STUDENTS: 19.2 MILLION INCLUDES SALARIES AND BENEFITS FOR MEDICAL RESIDENTS, MEDICAL LIBRARY, AND CONTINUING MEDICAL EDUCATION PROGRAMS AVAILABLE TO ALL PHYSICIANS WITHIN THE COMMUNITY. ALSO INCLUDES NURSING, PARAMEDIC AND PASTORAL CARE EDUCATION THAT RESULT IN A DEGREE, CERTIFICATE OR TRAINING NECESSARY TO BE LICENSED TO PRACTICE AS A HEALTH PROFESSIONAL. INCLUDES CONTINUING MEDICAL EDUCATION PROGRAMS OFFERED TO ALL NURSES IN THE COMMUNITY. CANCER CLINICAL RESEARCH AND TUMOR REGISTRY: 2.4 MILLION INCLUDES RESEARCH AND CLINICAL TRIALS IN THE AREAS OF CANCER, AND TUMOR REGISTRY EXPENSES.
FORM 990, PAGE 6, PART VI, LINE 6	THE SOLE MEMBER OF THE CORPORATION SHALL CONSIST OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION.
FORM 990, PAGE 6, PART VI, LINE 7A	THE MANAGEMENT OF THE CORPORATION SHALL BE VESTED IN THE BOARD OF DIRECTORS WHO SERVES AS THE SOLE MEMBER.
FORM 990, PAGE 6, PART VI, LINE 7B	THE MANAGEMENT OF THE CORPORATION SHALL BE VESTED IN THE BOARD OF DIRECTORS WHO SERVE AS THE SOLE MEMBER.
FORM 990, PAGE 6, PART VI, LINE 11B	THE FORM 990 IS PREPARED BY HOSPITAL STAFF,REVIEWED BY AN EXTERNAL TAX ADVISOR AND POSTED ON A WEBSITE FOR BOARD MEMBERS PRIOR TO FILING. MEMBERS ARE ALERTED TO INFORMATION AND NOTICES. A COPY OF THE 990 IS MAILED TO ANY BOARD MEMBER UNABLE TO VIEW THIS SITE.
FORM 990, PAGE 6, PART VI, LINE 12C	IT SHALL BE THE POLICY OF THE HOSPITAL TO REQUIRE EACH BOARD MEMBER TO SUBMIT IN WRITING TO THE CHIEF EXECUTIVE OFFICER A LIST OF BUSINESS OR OTHER ORGANIZATIONS OF WHICH THE MEMBER OR MEMBER'S SPOUSE IS AN OFFICER, DIRECTOR, MEMBER EMPLOYEE OR OWNER (10% OR GREATER SHARE) WITH WHICH THE COMPANY MIGHT REASONABLY ENTER INTO A RELATIONSHIP OR A TRANSACTION IN WHICH THE BOARD MEMBER WOULD HAVE CONFLICTING INTERESTS. EACH YEAR A COPY OF THE WRITTEN STATEMENT WILL BE SENT TO THE BOARD MEMBER FOR UPDATING AND RESUBMISSION AND BY WHICH THE BOARD MEMBER SHALL CONFIRM HIS AWARENESS OF THIS POLICY.
FORM 990, PAGE 6, PART VI, LINE 15A	THE READING HEALTH SYSTEM'S BOARD OF DIRECTORS HAS DULY APPOINTED AN EXECUTIVE COMPENSATION COMMITTEE (THE "COMMITTEE"), WHICH IS RESPONSIBLE FOR THE REVIEW AND APPROVAL OF ALL COMPENSATION AND BENEFITS PROVIDED TO THE HOSPITAL'S EXECUTIVE MANAGEMENT. THE COMMITTEE HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION PHILOSOPHY STATEMENT AND AN EXECUTIVE COMPENSATION COMMITTEE CHARTER GOVERNING THE WORK AND REVIEW PROCESS OF THE COMMITTEE. THE COMMITTEE FOLLOWS THE PROCEDURES DESCRIBED IN THE PHILOSOPHY STATEMENT AND THE CHARTER WHEN IT REVIEWS AND APPROVES THE COMPENSATION AND EMPLOYEE BENEFITS PROVIDED TO THE HOSPITAL'S SENIOR MANAGEMENT, INCLUDING THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER. THE COMMITTEE'S REVIEW ANALYZES EVERY ELEMENT OF COMPENSATION, INCLUDING CURRENT AND DEFERRED COMPENSATION, AND BENEFITS, INCLUDING QUALIFIED AND NON-QUALIFIED BENEFITS. THE COMMITTEE CONDUCTS ITS REVIEW AND APPROVAL PROCESS AT LEAST ANNUALLY, AND APPROVES COMPENSATION AND BENEFITS ONLY TO THE EXTENT THAT THE COMMITTEE HAS CONCLUDED THAT THE COMPENSATION AND BENEFITS CONSTITUTE NO MORE THAN REASONABLE COMPENSATION FOR EACH EXECUTIVE. THE COMMITTEE CONSISTS ENTIRELY OF DISINTERESTED MEMBERS OF THE BOARD, AND THE COMMITTEE WORKS WITH AN INDEPENDENT COMPENSATION CONSULTANT TO PREPARE AND REVIEW IN ADVANCE COMPREHENSIVE DATA SHOWING THE COMPENSATION PROVIDED BY SIMILARLY SITUATED ORGANIZATIONS FOR FUNCTIONALLY SIMILAR POSITIONS. THE COMMITTEE ALSO PREPARES A TIMELY AND THOROUGH WRITTEN RECORD OF ITS DELIBERATIONS AND CONCLUSIONS. AS A RESULT, THE COMMITTEE'S REVIEW PROCESS IS DESIGNED TO SATISFY THE PROCEDURAL CRITERIA NECESSARY TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE FEDERAL INCOME TAX LAW INTERMEDIATE SANCTIONS RULES.
FORM 990, PAGE 6, PART VI, LINE 15B	SAME RESPONSE AS LINE 15A.
FORM 990, PAGE 6, PART VI, LINE 19	THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC.
FORM 990, PART XI, LINE 9	TRANSFERS TO AFFILIATES -94,873,428

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

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" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

READING HEALTH SYSTEM

Employer identification number

23-2201344

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on 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) READING HEALTH PARTNERS PO BOX 16052 READING,PA196126052 46-3459501	HEALTHCARE	PA	-1,867,515	3,324,780	RHS

Part II

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled 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) READING HOSPITAL SIXTH AVE SPRUCE ST WEST READING,PA19611 23-1352204	HEALTHCARE	PA	501 C3	3	RHS	Yes
(2) THE FRIENDS OF THE READING HOSPITAL SIXTH AVE SPRUCE ST WEST READING,PA19611 23-6026108	SUPPORTING	PA	501 C3	11B	RHS	Yes
(3) THE RDG HOSPITAL & MED CENTER SELF- SIXTH AVE SPRUCE ST WEST READING,PA19611 23-2087514	TRUST FUND	PA	501 C3	11B	RHS	Yes
(4) THE RDG HOSPITAL & MED CENTER WORKE SIXTH AVE SPRUCE ST WEST READING,PA19611 22-3054717	TRUST FUND	PA	501 C3	11B	RHS	Yes
(5) READING PROFESSIONAL SERVICES SIXTH AVE SPRUCE ST WEST READING,PA19611 23-2266054	HEALTHCARE	PA	501 C3	3	RHS	Yes
(6) THE RDG HOSPITAL MEDICAL GROUP SIXTH AVE SPRUCE ST WEST READING,PA19611 20-5095905	HEALTHCARE	PA	501 C3	3	RHS	Yes
(7) THE HIGHLANDS AT WYOMISSING 2000 CAMBRIDGE AVE WYOMISSING,PA19610 22-2790840	RETIREMENT	PA	501 C3	9	RHS	Yes
(8) READING HEALTH SYSTEM FOUNDATION SIXTH AVE SPRUCE ST WEST READING,PA19611 47-3054125	SUPPORT	PA	501C3	11B	RHS	Yes

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

Cat. No. 50135Y

Schedule R (Form 990) 2014

Page 2

Part III

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(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 V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(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

Schedule R (Form 990) 2014

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on 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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

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

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

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

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

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

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

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

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

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 related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) READING HOSPITAL	D	24,265,710	GL TRANSACTIONS

Schedule R (Form 990) 2014

Page 4

Part VI

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

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

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

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation
SCHEDULE R	IN CONNECTION WITH PART III, THE READING HOSPITAL SURGICENTER AT SPRING RIDGE, LLC IS A JOINT VENTURE WITH READING HOSPITAL AND AS SUCH ALL ALL INFORMATION IS REPORTED ON ITS FORM 990 SCHEDULE R. THE READING HEALTH SYSTEM PAYS THE BOND PAYMENTS WHICH ARE ALLOCATED BACK TO THE HOSPITAL

Schedule R (Form 990) 2014

Additional Data

Software ID:
Software Version:

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........		0
9	Program service revenue (Part VIII, line 2g) .........	2,004,635	3,908,505
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	52,089,843	33,843,463
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)		0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	54,094,478	37,751,968
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...		0
14	Benefits paid to or for members (Part IX, column (A), line 4).....		0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	733,601	3,148,987
16a	Professional fundraising fees (Part IX, column (A), line 11e).....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	2,489,255	4,710,384
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	3,222,856	7,859,371
19	Revenue less expenses. Subtract line 18 from line 12.......	50,871,622	29,892,597
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	1,573,850,225	1,479,124,047
21	Total liabilities (Part X, line 26).............	647,268,726	639,252,089
22	Net assets or fund balances. Subtract line 21 from line 20.....	926,581,499	839,871,958

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	REINVESTING RESOURCES INTO THE HEALTH OF OUR COMMUNITY: (SEE SCHEDULE O) ASK SOMEONE TO DEFINE A HEALTH SYSTEM'S ROLE IN THE COMMUNITY, AND MOST OFTEN YOU HEAR ABOUT SERVICES AND DEPARTMENTS, OR ABOUT DOCTORS, NURSES AND OTHER CAREGIVERS. IN ADDITION TO ITS PRIMARY ROLE AS A PROVIDER OF DIRECT CARE, READING HEALTH SYSTEM ADDRESSES ISSUES OUTSIDE THAT REALM THAT IMPACT HEALTH AND WELLNESS. IN FACT, A KEY PART OF OUR MISSION MEANS THE REINVESTMENT OF OUR RESOURCES INTO THESE EFFORTS, WHICH ARE COLLECTIVELY KNOWN AS COMMUNITY BENEFIT. WE ARE PROUD TO REPORT THAT IN OUR LAST FISCAL YEAR, WE COMMITTED APPROXIMATELY 168 MILLION TO THIS CAUSE. OUR CAREGIVERS AND SUPPORT STAFF PARTICIPATE IN HEALTH EDUCATION, FREE SCREENINGS, AND IMMUNIZATIONS. THEY SUPPORT ACTIVITIES FOR INDIVIDUALS WITH SERIOUS OR CHRONIC HEALTH CONDITIONS, ADVANCE SELF-CARE BY INCREASING HEALTHCARE KNOWLEDGE, AND ADDRESS SPECIFIC COMMUNITY NEEDS THROUGH AN ARRAY OF OTHER EDUCATIONAL, SERVICE AND OUTREACH ACTIVITIES. HERE ARE A FEW EXAMPLES OF WHY THESE PROGRAMS REPRESENT THE BEST OF ALL OF US, WORKING TOGETHER FOR THE HEALTH OF OUR COMMUNITY. MAKING BERKS COUNTY EVEN MORE HEARTSAFE HEARTSAFE BERKS COUNTY IS AN INNOVATIVE PROGRAM THAT PLACES AUTOMATIC EXTERNAL DEFIBRILLATORS (AEDS) IN KEY INSTITUTIONS THROUGHOUT THE COUNTY. AN AED CAN HELP REVIVE A PERSON WHOSE HEART HAS STOPPED BEFORE EMERGENCY MEDICAL PERSONNEL ARRIVE. DIVERSITY AND CONSUMER ENGAGEMENT POSITION WAS CREATED TO SUPPORT READING HEALTH SYSTEM'S COMMUNITY ENGAGEMENT ENDEAVORS. THIS DEPARTMENT WILL BE RESPONSIBLE FOR DELIVERY OF STRATEGIC HEALTH SERVICES FOR UNDERSERVED POPULATION. SCREENINGS FOR BETTER HEALTH SCREENING TESTS CAN HELP FIND CANCER AT AN EARLY STAGE, BEFORE SYMPTOMS APPEAR. AS THE NATIONAL CANCER INSTITUTE EXPLAINS, WHEN ABNORMAL TISSUE OR CANCER IS FOUND EARLY, IT MAY BE EASIER TO TREAT OR CURE. EACH YEAR, WE OFFER POTENTIALLY LIFE-SAVING FREE CANCER SCREENINGS. THEY INCLUDE BREAST, CERVICAL, PROSTATE, SKIN, AND ORAL CANCERS. NOW IN ITS SEVENTH YEAR, OUR INJURY PREVENTION PROGRAM REACHES THOUSANDS OF AREA RESIDENTS, EDUCATING THEM IN SAFETY AS A WAY OF LIFE. THE GOAL IS TO PREVENT THOSE ACCIDENTS AND INJURIES THAT RESULT IN THE HIGHEST PATIENT VOLUME IN OUR TRAUMA CENTER. OUR TRAUMA CENTER'S EDUCATION COORDINATOR PARTICIPATES IN AND RECRUITS STAFF TO HELP WITH PROGRAMS SUCH AS: "DARE TO PREPARE," A PROGRAM IN PARTNERSHIP WITH AAA AND THE PENNSYLVANIA DEPARTMENT OF TRANSPORTATION, WHICH ASSISTS PARENTS IN PREPARING TEENS FOR DRIVING BY REVIEWING RISKS AND DISTRACTIONS FOR NEW DRIVERS. "VISITS TO ELEMENTARY SCHOOLS TO REVIEW SAFETY ISSUES ON THE PLAYGROUND AND SCHOOL BUSES, AS WELL AS TO PROMOTE THE USE OF BIKE HELMETS. "CARFIT" EDUCATIONAL EVENTS FOR OLDER DRIVERS, WHICH REVIEW A SENIOR'S DRIVING SKILLS AND DISTRACTIONS ON THE ROAD. AGING BODIES ARE MORE FRAGILE AND VULNERABLE IN A CAR CRASH, SO MAKING SURE A CAR IS PROPERLY "FITTED" FOR A SENIOR DRIVER GREATLY INCREASES THE DRIVER'S SAFETY. FIRST AID STATIONS AT MAJOR COMMUNITY EVENTS, SUCH AS THE READING FAIR, MAPLE GROVE RACEWAY EVENTS, AND MID-ATLANTIC AIR MUSEUM'S WORLD WAR II WEEKEND. CREATING GREATER ACCESS READING HEALTH SYSTEM HELPS FINANCIALLY SUPPORT BERKS COMMUNITY HEALTH CENTER, WHICH IS A FEDERALLY QUALIFIED HEALTH CENTER. BERKS COMMUNITY HEALTH CENTER IS LOCATED IN AN AREA THAT TREATS UNDERSERVED MEMBERS OF OUR COMMUNITY, WHICH RESULTS IN GREATER ACCESS FOR THOSE SERVED. ASKING THE QUESTIONS READING HEALTH SYSTEM JOINED WITH ST. JOSEPH MEDICAL CENTER, UNITED WAY OF BERKS COUNTY, AND BERKS COMMUNITY FOUNDATION TO CONDUCT A QUANTITATIVE SURVEY OF COMMUNITY NEEDS. UNDER THE GUIDANCE OF A COMMUNITY HEALTH NEEDS ASSESSMENT ADVISORY BOARD, THESE ORGANIZATIONS ENGAGED PUBLIC HEALTH MANAGEMENT COMPANY TO CONDUCT A HEALTH SURVEY OF BERKS COUNTY RESIDENTS THIS SUMMER. READING HOSPITAL ALSO CONDUCTED A SEPARATE RESEARCH PROJECT TARGETING INDIVIDUALS WHO LIVE IN THE CITY OF READING. RESULTS FROM BOTH INITIATIVES, ALONG WITH ANECDOTAL INFORMATION ON SERVICE UTILIZATION AND GAPS, WILL DRIVE FUTURE COMMUNITY BENEFIT ACTIVITIES. COMMUNITY BENEFIT TOTAL: 180,009,218 (FISCAL YEAR 2014) DIRECT PATIENT CARE UNREIMBURSED MEDICARE: 61.0 MILLION (ESTIMATED: 49,000 INDIVIDUALS) THE DIFFERENCE BETWEEN MEDICARE CHARGES AND MEDICARE PAYMENTS AND THE ACTUAL COST OF PROVIDING PATIENT CARE. UNREIMBURSED MEDICAID: 56.6 MILLION (ESTIMATED: 37,400 INDIVIDUALS) THE DIFFERENCE BETWEEN MEDICAL ASSISTANCE CHARGES AND MEDICAID PAYMENTS AND THE ACTUAL COST OF PROVIDING PATIENT CARE. BAD DEBT: 8.7 MILLION THE COST OF PROVIDING CARE TO PATIENTS WHOM WE BELIEVE WOULD QUALIFY FOR FINANCIAL ASSISTANCE UNDER OUR CHARITY CARE POLICY. UNCOMPENSATED CHARITY CARE: 24.2 MILLION (ESTIMATED: 4,000 INDIVIDUALS) FREE HEALTH SERVICES PROVIDED TO PERSONS WHO MEET OUR CRITERIA FOR FINANCIAL ASSISTANCE. THIS AMOUNT REFLECTS THE ACTUAL COST OF PROVIDING CARE. COMMUNITY HEALTH IMPROVEMENT SERVICES PATIENT CARE COMMUNITY SERVICES: 3.4 MILLION INCLUDES FREE FLU SHOTS, CANCER SCREENINGS, MEDICATIONS, MEDICAL EQUIPMENT AND TRANSPORTATION FOR COMMUNITY MEMBERS; FREE INTERPRETING SERVICES; AND FREE COMMUNITY HELP LINE. COMMUNITY HEALTH EDUCATION: 0.6 MILLION INCLUDES HEALTH EDUCATION PROGRAMS, CPR CLASSES, SUPPORT GROUPS AND FREE WORKSITE HEALTH EDUCATION PROGRAMS THAT IMPROVE COMMUNITY HEALTH. FINANCIAL AND IN-KIND DONATIONS: 1.1 MILLION CONTRIBUTIONS MADE BY TRHMC AND ITS EMPLOYERS TO COMMUNITY NON-PROFIT ORGANIZATIONS. PROFESSIONAL EDUCATION AND CLINICAL RESEARCH MEDICAL EDUCATION FOR PHYSICIANS/MEDICAL STUDENTS: 19.2 MILLION INCLUDES SALARIES AND BENEFITS FOR MEDICAL RESIDENTS, MEDICAL LIBRARY, AND CONTINUING MEDICAL EDUCATION PROGRAMS AVAILABLE TO ALL PHYSICIANS WITHIN THE COMMUNITY. ALSO INCLUDES NURSING, PARAMEDIC AND PASTORAL CARE EDUCATION THAT RESULT IN A DEGREE, CERTIFICATE OR TRAINING NECESSARY TO BE LICENSED TO PRACTICE AS A HEALTH PROFESSIONAL. INCLUDES CONTINUING MEDICAL EDUCATION PROGRAMS OFFERED TO ALL NURSES IN THE COMMUNITY. CANCER CLINICAL RESEARCH AND TUMOR REGISTRY: 2.4 MILLION INCLUDES RESEARCH AND CLINICAL TRIALS IN THE AREAS OF CANCER, AND TUMOR REGISTRY EXPENSES.

4b	(Code: ) (Expenses $ 4,591,031 including grants of $ ) (Revenue $ 3,160,878 )
	READING HEALTH PARTNERS (RHP) IS A LIMITED LIABILITY COMPANY THAT FOR TAX PURPOSES IS A DISREGARDED ENTITY. RHP WAS FORMED TO DEVELOP A PHYSICIAN NETWORK TO WORK IN CONJUNCTION WITH READING HEALTH SYSTEM TO IMPLEMENT A CLINICAL INTEGRATION PROGRAM. CLINICAL INTEGRATION IS THE IMPLEMENTATION OF AN ACTIVE AND ONGOING PROGRAM TO EVALUATE AND MODIFY PRACTICE PATTERNS BY THE NETWORK'S PHYSICIAN PARTICIPANTS AND CREATE A HIGH DEGREE OF INTERDEPENDENCE AND COOPERATION AMONG THE PHYSICIANS TO CONTROL COSTS AND IMPROVE THE QUALITY AND EFFICIENCY OF HEALTH CARE FOR THE NETWORK'S PHYSICIAN PARTICIPANTS AND THE ENTIRE HEALTH CARE COMMUNITY WE SERVE.

4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ 747,627 )
	READING HEALTH SYSTEM HAS INVESTED IN VARIOUS JOINT VENTURES THAT PROVIDE DRUG INFUSION THERAPY SERVICES, BEHAVIORAL HEALTH SERVICES AND HOME HEALTH SERVICES TO OUR PATIENT POPULATION.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses4,591,031

(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) DAVID L THUN........................................................................ BOARD MEMBER	2.00 .......................2.00	X			0	0	0
(19) ANNE FLYNN........................................................................ BOARD MEMBER	2.00 .......................2.00	X			0	0	0
(20) JOHN CASEY MD........................................................................ BOARD MEMBER	2.00 .......................2.00	X			0	0	0
(21) RICHARD W JONES........................................................................ CFO	1.00 .......................52.00		X		0	863,479	57,770
(22) THERESE SUCHER........................................................................ COO	1.00 .......................52.00		X		0	557,116	211,761
(23) GREG SORENSEN........................................................................ CMO	1.00 .......................50.00		X		0	457,217	180,504
(24) DAN AHERN........................................................................ SENIOR VP	1.00 .......................52.00		X		0	268,255	13,201
(25) GEROGE A JENCKES........................................................................ CEO OF RHP	52.00 .......................			X	376,985	0	20,970
(26) MARY AGNEW........................................................................ VP/CHIEF NUR	1.00 .......................50.00			X	0	297,126	66,849

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	376,985	5,040,474	1,072,795

1	Briefly describe the organization’s mission or most significant activities: AS A HEALTH CARE SYSTEM PARENT COMPANY, THE READING HEALTH SYSTEM IS DEDICATED TO PROVIDING HIGH QUALITY AND ACCESSIBLE HEALTH CARE THAT MEETS THE NEEDS OF THE PEOPLE AND COMMUNITIES IT SERVES.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	19
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	13
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	0
6	Total number of volunteers (estimate if necessary) .............	6	14
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b

(A) Name and business address	(B) Description of services	(C) Compensation





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

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
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.......
			Business Code
2a	UTILIZATION MGMT FEES		621400	3,160,878	3,160,878
b	SURGI CENTER JV		621990	747,627	747,627
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			3,908,505
3	Investment income (including dividends, interest, and other similar amounts).......			-7,205,513			-7,205,513
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	807,201,213
b	Less: cost or other basis and sales expenses	766,152,237
c	Gain or (loss)	41,048,976
d	Net gain or (loss)..........			41,048,976	41,048,976
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..
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...
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..
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			37,751,968	44,957,481		-7,205,513

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 domestic organizations and domestic governments. See Part IV, line 21 ....
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages ....	2,431,862	2,431,862
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....
9	Other employee benefits .......	677,583	677,583
10	Payroll taxes ...........	39,542	39,542
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	120,000		120,000
c	Accounting ...........
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	2,794,703		2,794,703
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	347,232		347,232
12	Advertising and promotion ....
13	Office expenses .......
14	Information technology ......
15	Royalties ..
16	Occupancy ...........
17	Travel ............	12,247	12,247
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	829,629	829,629
23	Insurance ..............	6,405		6,405
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	SOFTWARE	511,887	511,887
b	OTHER EXPENSES	88,281	88,281
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	7,859,371	4,591,031	3,268,340	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............				1
2	Savings and temporary cash investments .........			9,396,248	2	18,746,638
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			523,514,267	4	517,466,491
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
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
					6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ..........				9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	43,128,313
b	Less: accumulated depreciation .....	10b	829,629	40,206,929	10c	42,298,684
11	Investments—publicly traded securities ..........			985,375,008	11	885,530,605
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			15,357,773	15	15,081,629
16	Total assets. Add lines 1 through 15 (must equal line 34)......			1,573,850,225	16	1,479,124,047
17	Accounts payable and accrued expenses .........			2,719,141	17	2,916,332
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............			592,379,707	20	587,902,712
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
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..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			52,169,878	25	48,433,045
26	Total liabilities. Add lines 17 through 25.........			647,268,726	26	639,252,089
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			926,581,499	27	839,871,958
28	Temporarily restricted net assets ...........				28
29	Permanently restricted net assets ...........				29
	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 ...........			926,581,499	33	839,871,958
34	Total liabilities and net assets/fund balances ........			1,573,850,225	34	1,479,124,047