Annual Report For the Fiscal Year Ended June 30, Concerning. WellSpan Health

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1 Document dated November 22, 2016 The following represents Management s discussion of financial and statistical information. It is intended to support certain other reports, included here, or available through public information. It is not intended to supplement or to be used as or to supplement an Official Statement or offering document related to issuance of securities. Some of the statements or presentation of information may rely on analysis, estimates, or assumptions by Management. Annual Report For the Fiscal Year Ended June 30, 2016 Concerning WellSpan Health History and Background of WellSpan Health WellSpan Health ("WSH"), a tax-exempt, not-for-profit corporation described in Section 501(c)(3) of the Code, is parent and sole corporate member of York Hospital, Gettysburg Hospital and Ephrata Community Hospital, the Obligated Group, and other related affiliates. Operating as a communitybased, not-for-profit organization, WSH is committed to developing and coordinating a system for delivery of health care services which improve the health and well-being of the residents of communities in York, Lancaster, Lebanon, Dauphin and Adams Counties in Pennsylvania, and in Northern Maryland. WSH operates six hospitals. In addition to the three hospitals comprising the Obligated Group, WSH operates the WellSpan Surgical and Rehabilitation Hospital, a 73 bed surgical and inpatient rehabilitation hospital. In July 2015, WSH became the parent and sole corporate member of The Good Samaritan Hospital (GSH). Good Samaritan Hospital is a 169 bed acute care hospital located in Lebanon County, Pennsylvania. In January 2016, WSH became the parent and sole corporate member of Philhaven, a behavioral health provider. Philhaven has 13 locations, including a 103 bed hospital and provides counseling and other mental health care services in Dauphin, Lancaster, Lebanon, York, Adams and Cumberland counties. The six hospitals operate 1,127 licensed beds and had 54,264 admissions in fiscal year WSH also includes 65 ambulatory care and outpatient locations, six retail pharmacy sites, 103 primary care and specialty physician offices, 1,570 medical and dental staff members, a preferred provider organization and third party administrator, two home health service areas, two outpatient surgery centers and one endoscopy center. The facilities operated by WSH affiliates are located in South Central Pennsylvania approximately 54 miles northwest of Baltimore, Maryland and 97 miles west of Philadelphia, Pennsylvania. For additional information about WellSpan Health, please contact Rick Harley, VP of Treasury Management Services, at , or visit our website

2 WellSpan Health experienced strong operating performance for fiscal Total revenue was $2.0 billion compared to a budget of $1.9 billion and $1.6 billion for the prior year. Total revenues for fiscal 2016 increased $339.0 million, or 20.8% over the prior year totals. Total operating expenses were $1.9 billion compared to a budget of $1.8 billion and $1.5 billion for the prior year. Operating income for the year ended June 30, 2016 was $77.5 million compared a budget of $64.2 million and $125.0 million for the prior fiscal year. Operating EBITDA and Operating EBITDA margin was $180.9 million and 9.2% for the 2016 fiscal year, compared to $218.0 million and 13.4% for the prior year. Non-operating income for the 2016 fiscal year was $34.0 million compared to $4.4 million for the Included in fiscal 2016 non-operating income was income related to the mergers with Good Samaritan Hospital and Philhaven in the amount of $58.4 million. For fiscal 2016, excess revenues over expenses was $109.8 million compared to $109.5 million for the prior year. All financial and statistical information presented in this report includes Good Samaritan Hospital for periods subsequent to a merger on July 1, 2015 and for Philhaven for periods subsequent to a merger on January 1, Balance Sheet Total assets of WSH were $2.3 billion at June 30, 2016 and $2.0 billion at June 30, Unrestricted cash and investments increased by $25.3 million to $1.0 billion. As of June 30, 2016, $932.1 million of unrestricted cash and investments is considered liquid within 1 month. Days cash on hand was on June 30, 2016, down from on June 30, The following lists the primary changes to days cash on hand. Days cash on hand at June 30, Additions: Operating income plus depreciation 32.8 days Reduction in debt proceeds held by trustee 10.2 Changes in non-current liabilities 9.2 Divestiture of dialysis services 3.2 Other.5 Total Additions 55.9 Reductions: Capital expenditures 32.3 Dilutive effect from mergers 26.8 Increase in expense per day 20.3 Defeasance of debt and principal payments 16.4 Investment losses 4.7 Prepaid pension contribution 2.4 Changes in non-cash working capital items 1.5 Total Reductions Days cash on hand at June 30,

3 Days cash on hand does not include $1.7 million, or.4 days of unrecognized market value of alternative investments which are recorded at cost. Investments are managed within a centralized investment management process. Reported loss from investments for the 2016 fiscal year was $23.1 million, compared to income of $10.3 million for the prior fiscal year. The reduction in investment income was reflective of overall market performance during fiscal For the fiscal year ended June 30, 2016, non-cash working capital changes included an increase in net patient accounts receivable of $56.1 million. Total net patient accounts receivable at June 30, 2016 was $272.6 million. Days of net patient revenues in patient accounts receivable were 49.0 at June 30, 2016, compared to 47.3 days at June 30, During fiscal 2016, WellSpan made capital investments of $160 million. Total long term debt for WellSpan Health at June 30, 2016 was $559.4 million. As of June 30, 2016 long term debt to capitalization was 35.8%. The cash to debt ratio was 186.0%. Income Statement Cash flow from operations (operating income plus depreciation and amortization) for the year ended June 30, 2016 was $162.1 million, compared to a budget of $150.5 million and $195.9 million for the same period last year. A loss on defeasance of the Good Samaritan Hospital debt in the amount of $1.0 million was recorded in fiscal During September 2015 York Hospital divested its dialysis services to a national provider of care. The sale of the services resulted in a gain of $15.7 million which is included in non-operating income. Fiscal YTD operating income reflects an accrual for potential costs arising from a rare infection that occurred in certain patients related to equipment used in surgical cases at York Hospital. For the year ended June 30, 2016 total revenue was $2.0 billion, an increase of $339.0 million, or 20.8% over the same period last year. Total revenue includes $210.0 million from Good Samaritan Hospital and $32.3 million from Philhaven. Excluding Good Samaritan Hospital and Philhaven, revenues increased $96.6 million or 5.9% compared to the prior year. Revenue growth was attributable to volume and price increases. Including 6,715 admissions from Good Samaritan Hospital and 1,281 from Philhaven, admissions increased by 17.8%, or 8,210 cases for the year ended June 30, 2016, compared to the same period last year. Observation cases and days (one day stays considered outpatient) increased by 55.0%, or 7,949 days compared to the prior year. Other key services experiencing volume growth in the fiscal year were laboratory services at 21.9%, emergency department at 37.9%, imaging services at 23.0% and surgery at 15.3%. Excluding the impact of the mergers with Good Samaritan Hospital and Philhaven, admissions increased.5% or 214 cases, observation cases increased 33.4% or 4,821 days, laboratory services increased 7.5%, emergency department increased 1.5%, imaging increased 2.0% and surgery increased 7.0%. For the year ended June 30, 2016, total expenses increased $386.5 million or 25.7%. Total expenses includes $224.9 million from Good Samaritan Hospital and $32.4 million from Philhaven. Salaries increased by $170.7 million, or 23.9% compared to the prior year. Included in the totals are salaries and wages of $82.6 million related to Good Samaritan Hospital and $21.6 for Philhaven. Employee benefits expenses increased by $57.0 million, or 24.2%, compared to the prior year. Included in the totals are

4 employee benefits of $23.3 million related to Good Samaritan Hospital and $3.5 million for Philhaven. For the year ended June 30, 2016 supplies and other expenses increased by $141.8 million, or 32.4% compared to the prior year. Included in the total are supplies and other expenses of $105.1 million related to Good Samaritan and $5.2 million for Philhaven. Bad debt increased by $10.4 million over the same period last year. As a percent of net patient revenue, bad debt expense was 3.9% for the year June 30, 2016 compared to 4.1% for 2015.

5 WellSpan Health Consolidated Balance Sheets As of June 30, 2016 and June 30, 2015 (in thousands of dollars) 06/30/16 06/30/15 Assets Current assets Cash and cash equivalents $ 110,419 $ 157,203 Assets limited as to use 5,795 4,278 Accounts receivable, net of allowance for doubtful accounts 272, ,543 Other receivables 20,824 17,122 Inventories 21,928 17,437 Prepaid expenses 27,787 19,176 Total current assets 459, ,759 Assets whose use is limited, net of current portion Board-designated 945, ,270 Self-insurance trust 13,032 11,949 Temporarily restricted investments 8,942 9,271 Permanently restricted investments 5,936 4,048 Beneficial interest in perpetual trust 17,837 17,862 Pledges receivable 5,853 3,109 Property and equipment, at cost, net of accumulated depreciation 752, ,229 Investments in joint ventures 10,157 2,985 Deferred financing costs 3,011 3,109 Other assets 53,487 33,023 Total assets $ 2,275,246 $ 2,005,613 Liabilities and Net Assets Current liabilities Current portion of long-term debt $ 10,302 $ 11,109 Accounts payable and accrued expenses 67,706 40,015 Accrued interest payable 1,936 1,921 Accrued salaries and wages 127,341 97,578 Advances from third-party payors 4,877 4,967 Estimated self-insurance costs & postretirement benefits 28,965 24,037 Estimated third-party payor settlements 16,177 11,460 Total current liabilities 257, ,087 Estimated self-insurance costs 74,313 48,570 Long-term debt, less current portion 549, ,142 Accrued retirement benefits 266, ,083 Swap contracts 70,126 49,557 Other noncurrent liabilities 1,511 1,511 Total liabilities 1,218,732 1,056,950 Minority interest 5,000 5,215 Net assets Unrestricted 1,005, ,083 Temporarily restricted 23,195 17,496 Permanently restricted 23,093 21,869 Total net assets 1,051, ,448 Total liabilities and net assets $ 2,275,246 $ 2,005,613

6 WellSpan Health Consolidated Statements of Operations Year to Date Ended June 30, 2016 and 2015 Actual Budget Actual (in thousands of dollars) Unrestricted revenues, gains and other support Net patient service revenue $ 1,965,017 $ 1,967,141 $ 1,623,561 Provision for uncollectible accounts (77,295) (85,260) (66,902) Other revenue 75,260 31,245 67,940 Net assets released from restrictions used for operations 3, ,357 Total revenues, gains and other support 1,965,983 1,913,819 1,626,956 Expenses Salaries and wages 883, , ,167 Employee benefits 292, , ,114 Professional fees 30,365 27,939 23,629 Supplies and other 578, , ,029 Depreciation and amortization 84,573 86,250 70,931 Interest 18,795 26,829 22,105 Total operating expenses 1,888,477 1,849,548 1,501,975 Operating income 77,506 64, ,981 Loss on debt refinancing ,046 Adjusted Operating income 76,531 64, ,935 Other income (expense) Contributions 1,509 1,409 1,758 Investment income, net (23,082) 63,838 10,256 Equity in income of joint ventures 968 (140) 847 Gain (loss) on sale of assets/other 13, (526) Merged Assets - Good Samaritan Hospital and Philhaven 58, Change in fair value of interest rate swap (20,569) - (5,777) Other income, net 2,925 (1,006) (2,200) Total other income (expense) 33,946 64,191 4,358 Excess of revenues over expenses before minority interest 110, , ,293 Minority interest (702) (922) (822) Excess of revenues over expenses $ 109,775 $ 127,540 $ 109,471

7 Obligated Group YORK, GETTYSBURG AND EPHRATA HOSPITALS COMBINED Fiscal Years Ended June ** Admissions: Medical/Surgical/Pediatric 30,337 30,128 28,961 29,749 Mental Health 2,849 2,651 2,644 2,788 Intensive/Coronary Care 1,805 1,808 1,762 2,018 Obstetrics/Gynecology 4,860 4,965 5,030 4,760 Newborn 3,908 3,931 3,961 3,690 NICU Total Admissions 44,413 44,188 43,091 43,760 Observation Cases 17,992 13,700 13,271 13,915 - Patient Days: - Medical/Surgical/Pediatric 141, , , ,045 Mental Health 20,854 21,622 20,905 20,073 Intensive/Coronary Care 14,407 13,719 14,241 14,624 Obstetrics/Gynecology 14,207 13,922 13,773 13,236 Newborn 8,491 8,506 8,601 8,162 NICU 10,286 9,244 10,146 9,898 Total Patient Days 209, , , ,038 Outpatient & Ancillary: Emergency Room: Visits (inpatient) 25,924 25,661 24,688 25,662 Visits (outpatient) 117, , , ,288 Surgery: Inpatient 10,537 10,551 10,283 10,441 Outpatient 16,772 16,227 16,347 16,668 Laboratory: Inpatient Tests 3,625,103 3,482,324 3,374,789 3,428,675 Outpatient Tests 7,470,162 7,242,995 7,089,055 7,148,258 Note: The following surgeries are not included in the obligated group totals above Surgery: Apple Hill Surgical Center 6,795 6,300 6,818 7,515 Gettysburg Hospital Surgical Center * * Surgical cases transferred to Gettysburg Hospital in August 2014 ** Ephrata Community Hospital added to the Obligated Group in Fiscal 2015; historical periods include ECH activity for comparative purposes

8 Debt Service Coverage & Capitalization Tables The following table sets forth the Obligated Group s income available for debt service: Obligated Group Years Ended June 30, Debt Service Coverage: 2016 ** 2015 ** 2014 * 2013 * 2012 * 2011 * 2010 * 2009 * (000's omitted) Excess of revenue over expenses 134, , , ,758 76, ,945 86,757 (25,749) Loss on debt refinancing - 13, ,244 Depreciation and amortization 40,965 42,596 34,036 34,966 34,487 35,924 38,292 37,101 Interest expense 15,467 15,901 14,216 14,409 15,150 16,176 17,501 18,613 Change in unrealized gains on trading securities 38,570 23,712 (24,004) (35,501) 19,602 (48,854) (24,269) 56,738 Change in fair value of interest rate swap 13,893 3,712 (94) (15,637) 22,379 (6,238) 8,967 13,898 Income available for debt service 243, , , , , , , ,845 Maximum annual debt services requirement 33,755 34,035 37,335 37,062 37,132 37,650 34,727 33,762 Maximum annual debt service coverage ratio The following table sets forth the Obligated Group s capitalization ratios: Obligated Group Years Ended June 30, Debt to Capitalization: 2016 ** 2015 ** 2014 * 2013 * 2012 * 2011 * 2010 * 2009 * (000's omitted) Long-term debt 403, , , , , , , ,186 Unrestricted net assets 1,102,017 1,087, , , , , , ,392 Total capitalization 1,505,269 1,511,177 1,215,524 1,053, , , , ,578 Percent of long - term debt to capitalization 26.8% 28.0% 24.0% 27.7% 32.8% 34.5% 38.8% 42.5% * Obligated Group consists of York Hospital and Gettysburg Hospital ** Ephrata Community Hospital was added to the Obligated Group in 2015

9 The following table sets forth WellSpan Health s (consolidated) income available for debt service: Debt Service Coverage: Years Ended June 30, (000's omitted) Excess of revenue over expenses 109, , , ,326 16, ,206 36,648 (84,938) Loss on debt refinancing , ,102 Contribution - merger (58,358) - (96,343) Depreciation and amortization 84,573 70,931 68,239 59,709 55,223 56,516 57,529 53,962 Interest Expense 18,795 22,105 21,614 20,735 19,181 19,933 20,424 22,904 Change in unrealized gains on trading securities 44,610 24,855 (26,577) (36,905) 20,658 (52,077) (26,306) 60,858 Change in fair value of interest rate swap 20,569 5, (21,641) 31,633 (8,672) 12,199 18,771 Income available for debt dervice 220, , , , , , ,494 76,659 Maximum annual debt services requirement 35,328 34,353 40,729 37,378 37,573 37,998 34,897 33,933 Maximum annual debt services coverage ratio The following table sets forth the WellSpan Health s (consolidated) capitalization ratios: Debt to Capitalization: Years Ended June 30, (000's omitted) Long-term debt 559, , , , , , , ,339 Unrestricted net assets 1,005, , , , , , , ,228 Total capitalization 1,564,652 1,468,334 1,349,060 1,043, , , , ,567 Percent of long - term debt to capitalization 35.8% 38.4% 34.7% 40.6% 52.0% 46.6% 57.7% 55.4%

10 The following sets forth the Net Payor Mix of the Obligated Group members: York Hospital Fiscal Years Ended Medicare * 30% 30% 31% 31% 31% Medicaid & Medicaid HMO* 9% 7% 7% 7% 7% Blue Cross 23% 23% 24% 24% 23% Commercial/Self/Other 6% 4% 5% 5% 5% Managed Care 33% 36% 33% 33% 34% 100% 100% 100% 100% 100% Gettysburg Hospital Fiscal Years Ended Medicare * 29% 27% 27% 28% 28% Medicaid & Medicaid HMO* 5% 4% 4% 4% 4% Blue Cross 24% 26% 27% 27% 27% Commercial/Self/Other 5% 4% 5% 4% 5% Managed Care 37% 39% 37% 37% 36% 100% 100% 100% 100% 100% Ephrata Community Hospital Fiscal Years Ended 2016 ** 2015 ** Medicare * 28% 33% 30% 29% 28% Medicaid & Medicaid HMO* 3% 2% 2% 2% 2% Blue Cross 32% 35% 33% 32% 31% Commercial/Self/Other 7% 14% 16% 17% 17% Managed Care 30% 16% 19% 19% 21% 100% 100% 100% 100% 100% *Medicare HMO added to Medicare ** Ephrata Community Hospital added to Obligated Group in Fiscal 2015

11 Number of WellSpan Affiliated Providers By Specialty Note - includes the following licensed providers: MD, DO, DPM, DDS, DMD, CNM - "Affiliated" refers to any provider who is on the active medical staff of any WellSpan Hospital Specialty Providers Specialty Providers Allergy & Immunology 10 Oral Surgery 7 Anesthesiology 50 Orthopedic Surgery 60 Bariatric Surgery 4 Otolaryngology 17 Cardiology 69 Pain Medicine 6 Cardiothoracic Surgery 4 Pathology 19 Colorectal Surgery 3 Pediatric Cardiac Surgery 2 Dentistry 34 Pediatric Cardiology 13 Dentistry - Pediatric 6 Pediatric Gastroenterology 1 Dermatology 21 Pediatric Hospitalist 1 Diabetology 1 Pediatric Neurology 2 Emergency Medicine 72 Pediatric Surgery 12 Endocrinology 8 Pediatrics 46 Family Medicine 230 Physical Medicine & Rehab 20 Gastroenterology 32 Plastic Surgery 7 General Surgery 30 Podiatry 40 Geriatrics 5 Psychiatry 42 Gynecologic Oncology 2 Psychiatry - Adult 5 Gynecology 1 Psychiatry - Child 10 Gynecology - Pediatric & Adolescent 1 Psychiatry - Geriatric 1 Hand Surgery 4 Pulmonology 24 Hematology/Oncology 19 Radiation Oncology 17 Hospice & Palliative Care 7 Radiology - Vascular Intervention 5 Hospitalist 104 Radiology/Imaging 45 Infectious Disease 11 Radiology/Imaging - Telemedicine 93 Internal Medicine 60 Rheumatology 15 Maternal Fetal Medicine 5 Sleep Medicine 1 Medical Weight Management 1 Sports Medicine 3 Midwifery 25 Surgical Oncology 3 Neonatology 21 Thoracic Surgery 1 Nephrology 27 Trauma Surgery 3 Neurology 32 Urgent Care 4 Neurosurgery 18 Urogynecology 1 Obstetrics & Gynecology 54 Urology 24 Occupational Medicine 3 Vascular Surgery 14 Ophthalmology 26 Wound Care 6 Total 1570

12 The following table sets forth the employees and admission by provider for the obligated group and in aggregate for medical staff and employees: Medical Staff: As of June 30, 2016 ** 2015 ** 2014 * 2013 * 2012 * 2011 * 2010 * 2009 * (000's omitted) Total medical staff 1,570 1,515 1, Employees: Total obligated group employees: York Hospital 4,045 3,966 4,046 4,235 4,167 4,154 4,136 4,152 Gettysburg Hospital Ephrata Community Hospital 1,035 1, Total obligated group employees 5,698 5,773 4,671 4,898 4,853 4,835 4,791 4,814 Total WellSpan Health employees 12,107 9,859 9,225 7,918 7,506 7,315 7,159 7,046 % of employees subject to collective bargaining agreement 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Admissions by Provider: Fiscal 16 Obligated Group: Admissions York Hospital 33,019 Gettysburg Hospital 4,406 Ephrata Community Hospital 6,988 Total Admissions 44,413 Fiscal 16 Admissions by Provider: Admissions % of Total WellSpan Providers 34, % Other 10, % Total 44, % Due to the increase in admissions derived from WellSpan Medical Group employed physicians and through its employed hospitalists, WellSpan no longer calculates Admissions by physician groups. In FYE 2008 approximately 61% and 63% of admissions were derived from WellSpan Medical Group for York Hospital and Gettysburg Hospital, respectively. In FYE 2016 approximately 78.0%, 80.7%, and

13 71.7% of admissions were derived from WellSpan Medical Group for York Hospital, Gettysburg Hospital and Ephrata Community Hospital, respectively.