Geisinger Health System Foundation

“Form 990, part i, section a, line 4: form 990, part vi, section a, line 1b: enter the number of voting members that are independent. Based on the form 990 definition of "independence" as it relates to voting members of the governing body, one voting member is not independent because he is compensated as an employee of a related tax-exempt organization. Form 990, part vi, section a, line 2: did any officer, director, trustee, or key employee have a family relation- ship or business relationship with any other officer, director, trustee, or key employee? Christopher b. Sullivan, daniel e. Lohr, esquire, david j. Felicio, esquire, david t. Feinberg, md, mba, edelyn l. Miller, heather m. Acker, jaewon ryu, md, jd, john c. Bravman, phd, karen davis, phd, kevin f. Brennan, cpa, fhfma, pamela kehaly, robert e. Poole, robert j. Dietz, steven r. Youso, thomas h. Lee, jr, md, msc, virginia mcgregor, and william e. Sordoni all have a business relationship with one another because they serve as officers and/or directors on one or more for-profit affiliate of the entity. All of the affiliates are part of geisinger.”

“There was a delegation of authority to the geisinger health executive committee which is comprised of those individuals who serve as geisinger health board members. Under the nonprofit corporation law and under geisinger health's corporate bylaws, the executive committee has full authority to act on behalf of the full board of directors when it is not in session.”

“All officers and directors were electronically provided a final copy of the form 990 prior to filing the return with the irs. An executive summary of the information reported on the return is provided to assist in the review. In accordance with the geisinger health board of director's finance committee charter, geisinger organizations' form 990 filings are reviewed annually. The form 990 is prepared by geisinger tax and financial reporting departments with information provided from finance, tax, human resources, legal services and other relevant departments within geisinger. The chief financial officer (cfo) of geisinger and the individual organizations senior financial managers review their respective form 990 prior to making the final return available to the board. In addition, the chief legal officer and chief human resource officer of geisinger review the information disclosed on the form 990 relevant to their respective areas of responsibility. For purposes of their annual audit of geisinger consolidated financial statements, independent auditors review all federal tax returns filed by geisinger organizations to identify material items, including if there are any uncertain tax positions that may be required to be recognized. The company had no uncertain tax positions required to be reported for reporting period.”

“The officers and directors of the organization are subject to the geisinger conflict of interest policy for directors, officers and senior leaders. At least once each year directors, officers, key employees, senior leaders and others designated by the board of directors are required to disclose in writing the existence of any potential financial interests that may give rise to a conflict of interest with any affiliate within geisinger. The disclosures are reviewed by the office of the chief legal officer and reported to the audit and compliance committees and board of directors. After review of the financial interest and all material facts, input from department of legal services and any discussion with the person desired by the board or committee, the board decides if a conflict exists and takes appropriate action. The individual disclosing the financial interest is absent during the board deliberations and decisions on the matter.”

“The process to review and approve the compensation of geisinger employed board directors, officers, and executive management is designed to satisfy the rebuttable presumption procedure available for intermediate sanction purposes. The process requires a review of compensation determinations by disinterested parties, use of appropriate comparability data and contemporaneous documentation of the process. On an annual basis an independent, nationally recognized compensation consultant completes a comparative assessment of compensation for the ceo and senior management within geisinger. The consultant's report is presented to the geisinger family committee prior to any compensation adjustment. The report supports the rigorous review completed by the geisinger family committee to ensure that the program is responsible to the geisinger charitable mission, reflects reasonable compensation within the nonprofit market and is compliant with the irs's intermediate sanction requirements. The survey data in the comparative analysis is captured for functionally comparable positions in multiple similar nonprofit organizations and reflects total remuneration provided in the market. All surveys are conducted by third party organizations and not conducted at the specific direction of geisinger. Any compensation adjustments are approved by the geisinger family committee prior to the effective date of the payment. The geisinger family committee at its sole discretion may positively or negatively adjust any recommended compensation.”

“See schedule o response to form 990, part vi, section b, question 15a.”

“The annual report for geisinger, containing community benefit information, consolidated financial information and other information, is available on the geisinger website. Go to: https://www.geisinger.org/about- geisinger/news-and-media/for-media/annual-reports. Financial statements, form 990, form 990-t, the conflicts of interest policy, and other governing documents are available to the public upon request.”

“Geisinger health serves to ensure geisinger affiliate entities have adequate financial resources to fulfill their missions and to initiate and administer grant and philanthropic support programs for all geisinger entities.”

“Form 990, part iv, line 24a: did the organization have a tax-exempt bond issue with an outstanding principal amount of more than 100,000 as of the last day of the year, that was issued after december 31, 2002? Geisinger health (gh) is currently the sole obligor under a series of bond issues with a total outstanding balance of 1,745,563,379, inclusive of unamortized original issue discount as of june 30, 2018. Because the bond proceeds are disbursed to gh subsidiaries, the bond liabilities are reflected on the balance sheets of the following subsidiary organizations: geisinger medical center ein: 24-0795959 geisinger wyoming valley medical center ein: 23-1996150 geisinger clinic ein: 23-6291113 marworth ein: 23-2171417 geisinger system services ein: 23-2164794 community medical center ein: 24-0862246 geisinger-bloomsburg hospital ein: 23-2193572 geisinger-lewistown hospital ein: 23-1352187 holy spirit hospital ein: 23-1512747 geisinger commonwealth school of medicine ein: 26-0812968 atlanticare regional medical center ein: 21-0634549 schedule k was prepared on a consolidated basis and is included in the form 990 filing of geisinger health, ein: 23-1995911.”

“I. Mission, vision, values - geisingers purpose: everything we do is about caring for our patients, our members, our geisinger family of physicians and employees, and our communities. - at geisinger we value: kindness - we strive to treat everyone as we would hope to be treated ourselves. Excellence we treasure colleagues who humbly strive for excellence. Learning we share our knowledge with the best and brightest to better prepare the caregivers of tomorrow. Innovation we constantly seek new and better ways to care for our patients, our members, our communities and the nation. Ii. General information geisinger health (gh), a 501(c)(3) not for profit corporation, is the parent organization of the various geisinger entities. Its governing board oversees the collective efforts of the forty-five geisinger affiliated entities (thirty-seven not-for-profit entities, six for profit entities and two foreign corporations) and their activities in health care and related businesses. Gh is involved with initiating and administering grant and philanthropic support programs for all the geisinger health system not- for-profit entities. The affiliated entities of gh are: - geisinger medical center (gmc) is a pennsylvania 501(c)(3) not-for-profit corporation owning and operating a regional referral tertiary care medical center in danville, pennsylvania, a separate outpatient ambulatory campus on woodbine lane, danville, pennsylvania, and geisinger shamokin area community hospital (gsach) which is a campus of geisinger medical center in shamokin, pennsylvania. - community medical center, dba geisinger-community medical center(cmc) is a pennsylvania 501(c)(3) not-for-profit corporation owning and operating an acute care hospital in scranton, pennsylvania. - geisinger-bloomsburg hospital (gbh), is a pennsylvania 501(c)(3) not-for- profit corporation owning and operating a general community-based hospital in bloomsburg, pennsylvania. - geisinger wyoming valley medical center (gwv) is a pennsylvania 501(c)(3) not-for-profit corporation owning and operating an acute care, open-staff community hospital in wilkes-barre, pennsylvania, and geisinger south wilkes-barre campus(gswb) which is an ambulatory campus located in south wilkes-barre, pennsylvania. - geisinger-lewistown hospital (glh), is a pennsylvania 501(c)(3) not- for-profit corporation owning and operating a general community-based hospital in lewistown, pennsylvania. - holy spirit hospital of the sister of christian charity (hsh) is a pennsylvania 501(c)(3) not-for-profit community catholic hospital providing high quality, cost-effective health services to patients in the greater harrisburg area and south central pennsylvania. - geisinger clinic (gc) is a pennsylvania 501(c)(3) not-for-profit corporation which operates a multi-specialty group medical practice. Geisinger clinic provides physician staff for patient care, education and clinical research and operates caresite pharmacies. - family health associates of geisinger-lewistown hospital (fha) is a pennsylvania 501(c)(3) not-for-profit corporation which operates a multi- specialty group practice in lewistown, pennsylvania. - spirit physicians services, inc., (spsi)(doing business as holy spirit medical group) is a pennsylvania 501(c)(3) and 509(a)(2) corporation which provides convenient health care to the community through its six family health centers, an internal medicine practice, two women's health centers, a general surgery practice, a pediatrics practice, a cardiothoracic surgery practice, general internal medicine hospitalist services and neurological hospitalist services. - marworth (mw) is a pennsylvania 501(c)(3) not-for-profit residential alcohol and chemical dependency detoxification and rehabilitation facility in waverly, pennsylvania, with an inpatient center and outpatient and family addiction treatment programs. - geisinger community health services (gchs) is a pennsylvania 501(c)(3) not-for-profit organization designed”

“Form 990, part v, line 1a: enter the number reported in box 3 of form 1096, annual summary and transmittal of u.s. Information returns. Geisinger system services (gss), an affiliate of the organization, provides a centralized accounts payable function for all geisinger organizations. As the accounts payable processor, gss prepares and files form 1099 under its ein for certain reportable payments of the filing organization. The number of 1099's filed by gss for the 2017 reporting period on behalf of itself and its affiliates was 1,739. The response entered on line 1a for the organization includes only those form 1099s filed under the organizations ein. It does not include those filed by gss on its behalf.”

“CAYMAN ISLANDS”

“Contributions to affiliates -444,169,480 transfers from affiliates 54,503,500 change in subsidiary equity -8,528,451 contribution from acquisition-restricted -17,119 contribution from acquisition - ur gjsh 6,087,735 contribution from acquisition - ur gjshf 5,842,110 total -386,281,705”

“Form 990, part xii, line 3a: as a result of a federal award, was the organization required to undergo an audit or audits as set forth in the audit act or omb circular a-133? Federal awards are audited as a part of the geisinger's consolidated report on federal awards in accordance with omb circular a-133. Footnote: throughout form 990, the terms "geisinger- and "system" shall refer to the entire healthcare system comprised of geisinger health as parent and all subsidiary corporations comprising the system.”