| Form 990, Part VI, Line 2: Description of Business or Family Relationship of Officers, Directors, Et |
Barry Douglas serves on the Central Region Board of Directors. Wanda Major, his wife, serves on the WellSpan York Health Foundation Board. |
| Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder |
WellSpan Health, a not for profit corporation, is the sole member.The Member of the Corporation shall meet at any place, date, and time designated by the Member, for the transaction of the general business of the Corporation. Action of the Member shall generally be taken by a written consent in lieu of a meeting.Any action which may be taken at a meeting of the Member may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by the Member and filed with the Secretary of the Corporation. |
| Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body |
The Board of Directors of the Corporation shall be elected as provided herein by the Board of Directors of the Member. The Member shall determine annually the number of directors which shall in no event be less than ten nor more than fifteen persons. Nominations for the Directors to be elected by the Member shall be made only by the Nominating Committee for Directors, except for vacancies in the Board of Directors occurring by death, resignation, disqualification, removal or otherwise, may, upon the recommendation of the Executive Committee, be filled by appointment by the Member to serve until the next annual meeting of the Member, at which time the Member may elect a Director to fill such vacancy for the remainder of the unexpired term thereof. |
| Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders |
The governance of the Corporation shall be vested in its Board of Directors, who have authority to manage the business, property, and affairs of the Corporation.The sole member of the Corporation is Summit Health, a Pennsylvania nonprofit corporation (the Member). The sole member of the Member is WellSpan Health, a Pennsylvania nonprofit corporation (WellSpan), and WellSpan has certain specified reserved powers with respect to the Corporation as described in Section 2.2 of the Bylaws.Section 2.2. Rights of WellSpan. WellSpan may, with respect to the Corporation, initiate and implement any of the following actions, except as otherwise provided in the Affiliation 2 Agreement, and if any of the following actions are otherwise initiated by the Corporation or the Member, such action shall not become effective unless approved by WellSpan: (a) adoption, amendment, restatement, repeal, termination or any other modification of any governing instrument of the Corporation;(b) any fundamental transactions involving the Corporation, including the reorganization, merger, consolidation, change of control, sale of all or substantially all the assets, conversion, dissolution, assignment for the benefit of creditors, filing of any bankruptcy petition, or similar transaction; provided however, for at least ten (10) years following the Effective Date, WellSpan shall not sell, transfer, convey, lease, exchange, or otherwise dispose of all or substantially all of the Corporations assets, unless otherwise approved by the Member and a majority of the Board of Directors of the Corporation (the Board or Board of Directors);(c) except as otherwise provided in Section 10.4(d) of the Affiliation Agreement, investment of any of the Corporations assets other than in accordance with WellSpans investment policy then in effect; provided, that any Corporation assets invested by WellSpan will be invested pro rata in accordance with WellSpans risk allocation strategy applicable to the assets of all other WellSpan entities;(d) incurrence of indebtedness in excess of limits established by WellSpans policy then in effect (which shall in no event be less than One Million Dollars ($1,000,000)by the Corporation;(e) any sale, transfer, conveyance, lease, exchange, mortgage, encumbrance, pledge or other disposition of the Corporations assets with fair market value in excess of limits established by WellSpans policy then in effect (which shall in no event be less than One Million Dollars ($1,000,000)), other than in the normal course of business;(f) adopting any annual operating or capital budgets for the Corporation, provided, however, that such operating budget shall include funding for community benefit programs;(g) any capital expenditures by the Corporation in excess of the WellSpan-approved annual capital budgets for the Corporation;(h) except as otherwise provided in the Affiliation Agreement, any material changes to licenses held by the Corporation; (i) selecting, hiring, contracting with, or otherwise entering into agreements with, whether oral or written, any outside financial auditors, legal counsel or investment advisors that may be recommended by the Corporation for its local needs or activities, other than the outside financial auditors, legal counsel or investment advisors selected by WellSpan;(j) review and approval of the Corporations nominees for the Corporations corporate officers before such nominees are appointed by the Board;(k) adopting the statement of mission and vision, strategic and operating plans and any amendments thereto for the Corporation;3(l) creation of new (or material changes, including closure or cessation, to existing) lines of business, sites of business, subsidiaries, partnerships or joint venture by the Corporation (subject to WellSpans and the Members right to require the decision-making process described in Section 10.3(a)(iv) of the Affiliation Agreement, if applicable); and (m) Any change in the Corporations tax-exempt status (subject to Section 10.1 of the Affiliation Agreement), charitable mission, or charity care policies and practices (which shall at all times comply with the integrated regional nonprofit health care systems charity care policies and practices in effect from time to time).Section 2.3. Rights of the Member. Subject to WellSpans reserved powers in Section 2.2 above and in addition to all matters required by law or these By-Laws to be approved by the Member, the Member shall have the following rights and responsibilities:(a) recommending (for WellSpan approval) operating plans for the Corporation that are in conformance with System-approved priorities and plans; (b) monitoring the Corporations accomplishment of the Corporations operating plans;(c) recommending (for WellSpan approval) annual operating and capital budgets for the Corporation that are in conformance with System budget targets; (d) monitoring the Corporations financial performance against the Corporations operating and capital budgets;(e) monitoring the quality of and satisfaction with clinical services provided by the Corporation;(f) nominating the Corporations corporate officers for review and approval by WellSpan before they are appointed by the Board of Directors;(g) representing the interests of the community or population served by the Corporation;(h) recommending (for WellSpan approval) changes in the services provided by the Corporation (subject to WellSpans and the Members right to require the decision-making process described in Section 10.3(a)(iv) of the Affiliation Agreement, if applicable);(i) recommending (for WellSpan approval) amendments to the Corporations Articles of Incorporation or By-Laws;(j) recommending (for WellSpan approval) fundamental transactions involving the Corporation, including the reorganization, merger, consolidation, change of control, sale of all or substantially all the assets, conversion, dissolution, assignment for the benefit of creditors, filing of any bankruptcy petition, or similar transaction; 4 (k) except as otherwise provided in Section 10.4(d) of the Affiliation Agreement, recommending (for WellSpan approval) investment of the Corporations assets other than in accordance with the WellSpan investment policy then in effect;(l) recommending (for WellSpan approval) the Corporations incurrence of indebtedness in excess of limits established by a WellSpan policy then in effect (which shall in no event be less than One Million Dollars ($1,000,000));(m) recommending (for WellSpan approval) the sale, transfer, conveyance, lease, exchange, mortgage, encumbrance, pledge or other disposition of the Corporations assets with fair market value in excess of limits established by a WellSpan policy then in effect (which shall in no event be less than One Million Dollars ($1,000,000)), other than in the normal course of business;(n) recommending (for WellSpan approval) capital expenditures in excess of the WellSpan-approved annual capital budgets for the Corporation;(o) recommending (for WellSpan approval) material changes to licenses held by the Corporation;(p) recommending (for WellSpan approval) any outside financial auditors, legal counsel or investment advisors for the Corporations local needs or activities, other than the outside financial auditors, legal counsel or investment advisors selected by the System;(q) recommending (for WellSpan approval) changes to the Corporations statement of mission and vision, strategic and operating plans;(r) recommending (for WellSpan approval) the creation of new (or material changes, including closure or cessation, to existing) lines of business, sites of business, subsidiaries, partnerships or joint ventures by the Corporation (subject to WellSpans and the Members right to require the decision-making process described in Section 10.3(a)(iv) of the Affiliation Agreement, if applicable); and(s) recommending (for WellSpan approval) any change in any the Corporations tax exempt status, charitable mission, or charity care policies and practices (which shall at all times comply with the Systems charity care policies and practices in effect from time to time). |
| Form 990, Part VI, Line 11b: Form 990 Review Process |
Management provided an electronic copy of the form 990 to each voting member of the organization's governing body, prior to its filing with the IRS. The organization's finance management team provided a presentation to the Audit Committee on the organization's 990 return. |
| Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts |
Officers, directors, and key employees fill out a WellSpan Health Conflict of Interest Disclosure Statement questionnaire annually. The questionnaire is administered by the Internal Audit Department of WellSpan Health, the Parent Company.There shall be full disclosure by any Director having a business or personal interest or relationship which may be in conflict with the interests of the Corporation. After such disclosure the Director shall abide by the determination of the Board of Directors as to whether a conflict exists, the extent to which, if at all, the Director will be permitted to be present during the Board of Directors' discussion of the matter in which the Director may be interested, and whether the Director will be permitted to participate in such discussion and cast a vote in such matter. |
| Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees |
The Compensation Committee of WellSpan Health is responsible for rewarding and reinforcing key executives for the achievement of annual and long-term performance objectives. The Compensation Committee shall consist of not more than six (6) persons, of whom two (2) shall be the Chairman and Vice Chairman of the Board of the Corporation, and the remaining members shall be such other persons as may be appointed by the Chairman of the Board of the Corporation, with the approval of the Board of Directors; provided, however, that the Compensation Committee shall not include any persons who are employed by the System. The role of the Compensation Committee is to set the Executive Compensation Philosophy for the system and ensure adherence, evaluate performance and establish compensation for the WellSpan President, evaluate team performance of the executive team and establish awards, review and approve senior executive base salary ranges, and oversee employed physician compensation programs. The Committee will approve salary ranges for each executive position and review incumbent salaries annually. The Committee will be responsible for reviewing the President's salary each year, and if warranted, authorizing an adjustment to maintain competitiveness. The President will have the authority to make salary adjustments for subordinate positions. The Committee is responsible for approving and authorizing payment of the performance awards. The Committee will approve and authorize payment of the President's performance awards. Integrated Healthcare Strategies, Inc., based in Minneapolis Minnesota is the external consultant to the committee. This consultant focuses exclusively on executive and physician compensation in the health care industry. In summary, the executive and physician compensation review process consists of the following: 1) Cash compensation reviewed annually 2) Cash compensation reviewed by external consultant biennially 3) external total compensation (cash, incentives, benefits, perquisites) reviewed by external consultant periodically 4) Process is integrated with compensation analysis for other WellSpan positions 5) Committee decisions are documented in minutes maintained in Human Resources. |
| Form 990, Part VI, Line 19: Other Organization Documents Publicly Available |
Governing documents, policies, and financial statements are available upon request. |
| Other Changes In Net Assets Or Fund Balances - Other Decreases |
Equity in Earnings(WRRRG) = -$1642749 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases |
Grant from York Health Foundation = -$3585417 |
| Other Changes In Net Assets Or Fund Balances - Other Increases |
Interest in Net Assets of Foundation = $7473132 |
| Part V line 1a |
Part V line 1a - Most Form 1099's are issued through WellSpan Health, the parent company. |
| Part X - Balance Sheet: Total Assets & Total Liabilities & Net Assets |
Due to a software limitation on Part X - Balance Sheeet, a reclassification entry of $384,593,257 was made to allow for the balance sheet totals to foot, as follows: Reclass Entry: Line 15 Other assets ($384,593,257) Line 25 Other liabilities ($384,593,257)Line 16: Total assets = $2,531,593,257 Line 33: Total liabilities and net assets/fund balances = $2,531,593,257 The total assets and total liabilities and net assets/fund balances were $2,531,593,257 at June 30, 2021: Part X - Line 16 - Total assets = $2,147,000,000 Add: Reclass Entry 384,593,257 Total assets......................$2,531,593,257 Part X - Line 33 - Total liabliites and net assets = $2,147,000,000 Add: Reclass Entry 384,593,257 Total liabilities and net assets.....................$2,531,593,257____________________________________________________________________________Form 990, Page 1, Line 20 - Total Assets = 2,531,593,257Form 990, Page 1, Line 21 - Total Liabilities = $812,255,427 |
| Schedule K -Tax-Exempt Bonds |
1.2014 GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA REVENUE REFUNDING BONDS, SERIES A:On November 11, 2014, the General Authority of Southcentral Pennsylvania issued $213,430,000 of Revenue Refunding bonds, Series 2014A for WellSpan Health Obligated Group. The purpose of this bond issue was revenue refund for bonds issued 06/23/1993 and 11/12/2008. WellSpan Health, the parent organization, allocated portions of the proceeds of this tax-exempt bond issue to York Hospital (23-1352222), Gettysburg Hospital (23-1352220), WellSpan Properties (22-2842252), WellSpan Surgery & Rehabilitation Hospital (23-2899911), and Ephrata Community Hospital (23-1370484). To remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K. As of 6/30/21, the allocation of the Debt Capital program including issue premium of $47,545,967 was as follows:York Hospital: $27,890,452Gettysburg Hospital: $1,922,543WellSpan Properties: $6,845,852WellSpan Surgery & Rehabilitation Hospital: $3,377,167Ephrata Community Hospital: $7,509,953These amounts are reported on the respective balance sheets for each of these entities.An Arbitrage Rebate and Yield Restriction Liability Calculation was performed for the period of November 10, 2014, to November 10, 2019. No rebate was due._______________________________________________________________________________2.2015 LANCASTER MUNICIPAL AUTHORITY BANK LOAN, SERIES A:On May 22, 2015, the Lancaster Municipal Authority issued $36,572,083 of Revenue Refunding bonds, Series 2015A, to an Obligated Group consisting of York Hospital, Gettysburg Hospital and Ephrata Community Hospital. The purpose of this bond issue was to refund bonds issued on behalf of Ephrata Community Hospital, including the Lancaster Municipal Authority Revenue Notes Series 2009, 2010A, 2012, and 2013. To remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K.As of 6/30/21, the $27,600,768 of outstanding liability is reported on the Ephrata Community Hospital return balance sheet._______________________________________________________________________________3.2019 GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA REVENUE REFUNDING BONDS, SERIES A & B:On April 19, 2019, the General Authority of Southcentral Pennsylvania issued $331,502,627 of Revenue Refunding bonds, Series 2019A and 2019B for WellSpan Health Obligated Group. The purpose of this bond issue was revenue refund for bonds issued 11/12/2008. WellSpan Health, the parent organization, allocated portions of the proceeds of this tax-exempt bond issue to York Hospital (23-1352222), Chambersburg Hospital (23-0465970), WellSpan Properties (22-2842252), Chambersburg Health Services (25-1515376), The Good Samaritan Hospital of Lebanon Pennsylvania (23-1794160), Waynesboro Hospital (23-1360854), Summit Physician Services (25-1716306), Gettysburg Hospital (23-1352220), WellSpan Surgery & Rehabilitation Hospital (23-2899911) and Ephrata Community Hospital (23-1370484). To remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K. As of 6/30/21, the allocation of the Debt Capital program of $324,770,019 was as follows:York Hospital: $109,820,502Waynesboro Hospital: $455,712Chambersburg Hospital: $110,975,751Chambersburg Health Services: $18,656,026Summit Physician Services: $983,590WellSpan Properties: $66,683,198Gettysburg Hospital: $12,384,727Ephrata Community Hospital: $3,372,694The Good Samaritan Hospital of Lebanon Pennsylvania: $42,216WellSpan Surgery & Rehabilitation Hospital: $1,395,603These amounts are reported on the respective balance sheets for each of these entities._______________________________________________________________________________4.2019 GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA REVENUE REFUNDING BONDS, SERIES C-E:On April 3, 2019, the General Authority of Southcentral Pennsylvania issued $212,690,000 of Revenue Refunding bonds Series 2019C, 2019D and 2019E for WellSpan Health Obligated Group. The purpose of this bond issue was revenue refund for bonds issued 11/12/2008. WellSpan Health, the parent organization, allocated portions of the proceeds of this tax-exempt bond issue to York Hospital (23-1352222), Gettysburg Hospital (23-1352220), WellSpan Properties (22-2842252), WellSpan Surgery & Rehabilitation Hospital (23-2899911), The Good Samaritan Hospital of Lebanon Pennsylvania (23-1794160) and WellSpan Health (22-2517863). To remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K. As of 6/30/21, the allocation of the Debt Capital program of $212,690,000 was as follows: York Hospital: $123,530,352Gettysburg Hospital: $19,290,983WellSpan Properties: $22,545,140WellSpan Surgery & Rehabilitation Hospital: $35,731,920The Good Samaritan Hospital of Lebanon Pennsylvania: $1,722,789WellSpan Health: $9,868,816These amounts are reported on the respective balance sheets for each of these entities._______________________________________________________________________________5.2014 FRANKLIN COUNTY INDUSTIAL AUTHORITY REVENUE REFUNDING BONDS, SERIES A & C:On April 30, 2014, the Franklin County Industrial Authority issued $35,795,000 of Healthcare Revenue Refunding bonds, Series 2014A & 2014C for the WellSpan Health Obligated Group. WellSpan Health, the parent organization, allocated portions of the proceeds of this tax-exempt bond issue to Waynesboro Hospital (23-1360854), Chambersburg Hospital (23-0465970) and Chambersburg Health Services (25-1515376). To remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K.As of 6/30/21, the allocation of the Debt Capital program of $25,493,770 was as follows: Waynesboro Hospital: $6,390,449Chambersburg Hospital: $18,577,321Chambersburg Health Services: $526,000These amounts are reported on the respective balance sheets for each of these entities.______________________________________________________________________________6.2017 BANK LOANS / REISSUE BONDS ISSUED 11/12/2008:On March 13, 2018, the General Authority of Southcentral Pennsylvania issued $34,877,000 of Revenue bonds, Series 2017A Notes (taxable) for WellSpan Health Obligated Group. Such notes were applied to refund 2008A Bonds. Also, on September 4, 2018, the General Authority of Southcentral Pennsylvania issued $29,312,000 of Revenue Bonds, Series 2017B (tax-exempt bonds) for WellSpan Health Obligated Group.Such notes were applied to refund 2008A Bonds.WellSpan Health, the parent organization, allocated portions of the proceeds of this tax-exempt bond issue to York Hospital (23-1352222), Gettysburg Hospital (23-1352220), WellSpan Properties (22-2842252), WellSpan Surgery & Rehabilitation Hospital (23-2899911), and The Good Samaritan Hospital of Lebanon Pennsylvania (23-1794160). To remain consistent with the reporting on Form 8038, all outstanding liabilities associated with this tax-exempt bond issue is reported on the WellSpan Health (22-2517863) Schedule K.As of 6/30/21, the allocation of the Debt Capital program of $50,807,000 was as follows: York Hospital: $29,508,705Gettysburg Hospital: $4,608,195WellSpan Properties: $5,385,542WellSpan Surgery & Rehabilitation Hospital: $8,535,576The Good Samaritan Hospital of Lebanon Pennsylvania: $411,536WellSpan Health: $2,357,446These amounts are reported on the respective balance sheets for each of these entities. |
| Signature Block - Paid Preparer Explanation |
Paid Preparer ExplanationDue to a software limitation, we wish to clarify that WellSpan Health is the ERO.The paid preparer is:BDO USA, LLP13-53815908401 Greensboro Drive, Suite 800McLean, VA 22102(703) 893-0600The preparers name is Marc Berger, PTIN P01871563 |
Attach to Form 990 or 990-EZ.