Geisinger System Services

“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. Two voting members are not independent due to transactions reported on schedule l, part iv. Including the voting member described above, a total of eight voting members of the governing body are also voting members of related taxable organizations for which business transactions are disclosed on schedule l, part iv. However, if the related taxable organizations were required to file schedule l, these transactions would not be of a type that would be reportable on their schedule l. In addition, these voting members are not compensated by the related taxable organizations for which transactions are disclosed in schedule l, part iv, do not have an ownership interest in or receive any economic benefit from the activities of these related taxable organizations, receive no private inurement / private benefit from the transactions with the related taxable organizations and the voting members of the governing body abstain from voting and are absent from board deliberations and decisions on matters if a conflict exists. Refer to the response for form 990, part vi, section b, question 12a, 12b, and 12c regarding the geisinger health system conflicts of interest policy, disclosure, and enforcement. 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? William h. Alexander, dorrance r. Belin, esquire, e. Allen deaver, david j. Felicio, esquire, richard a. Grafmyre, william r. Gruver, frank m. Henry, thomas h. Lee, jr., m.d., edelyn l. Miller, robert e. Poole, don a. Rosini, glenn d. Steele, jr., m.d., ph.d., earl p. Steinberg, m.d., robert l. Tambur, frank j. Trembulak and edward j. Zych, esquire, all have a business relationship with one another because they serve as officers and/or directors on one or more for-profit affiliates of geisinger system services. All of the affiliates are part of the geisinger health system.”

“The members of the corporation have the power and authority to elect and remove the directors; elect and remove the president and fill any vacancy in the office of the president of the corporation; and, may approve amendments to the corporate bylaws in lieu of such approval by the board of directors. The members also have the reserve powers as set forth in the pennsylvania nonprofit corporation law.”

“The board of directors of the corporation shall serve as the governing body of the corporation. The president of the corporation shall be a director by reason of holding such office. The remaining directors shall be elected by the members at the annual meeting of the members. The members of the corporation may serve as directors and directors may succeed themselves from term to term. Vacancies on the board of directors shall be filled by the members at their discretion at the annual meeting of the members or at a special meeting called for such purpose.”

“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 system foundation board of director's finance committee charter, staff periodically reviews the ghs organizations' form 990 filings. The form 990 is prepared by the geisinger health system (ghs) tax and financial reporting departments with information provided from finance, tax, human resources, legal services and other relevant departments within ghs. The chief financial officer (cfo) of ghs 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 ghs review the information disclosed on the form 990 relevant to their respective areas of responsibility. For purposes of their annual audit of the ghs consolidated financial statements, independent auditors review all federal tax returns filed by the ghs 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 fiscal year-ended june 30, 2014.”

“The officers and directors of geisinger system services are subject to the ghs conflict of interest policy for directors, officers and senior leaders (may include independent contractors). At least once each year directors, officers, key employees, senior leaders (including independent contractors) 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 the geisinger health system. The disclosures are reviewed by the office of the chief legal officer and reported to the audit committee 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 ghs 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 ghs. The consultant's report is presented to the management and compensation committee prior to any compensation adjustment. The report supports the rigorous review completed by the management and compensation 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 management and compensation committee prior to the effective date of the payment. The management and compensation 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 mission statement is available on the geisinger health system website at www.geisinger.org. The annual report for geisinger health system, containing community benefit information, consolidated financial information and other information, are available on the geisinger health system website. Go to: www.geisinger.org/pages/about-geisinger and select annual reports. Financial statements, the complete form 990 and form 990-t, the conflicts of interest policy, and other governing documents are available to the public upon request.”

“Form 990, part viii, line 2b: the ic support service revenue represents revenue from intercompany management, administrative, and consulting services provided to related taxable organizations. The organization and related taxable organizations are all controlled by geisinger health system foundation. The services, provided at or below cost, are performed without a profit motive to promote the efficient operation of the geisinger health system in carrying out its charitable mission. The services are not offered to unrelated organizations or to the general public. Under irs advisory dated march 7, 2014, these intercompany shared services are not included in the definition of unrelated business income and should not to be included on form 990-t due to the absence of the following two conditions: (1) the services must be above cost or at fair market value, and (2) there must be a profit motive.”

“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 system foundation, parent of the organization, is currently the sole obligor under a series of bond issues with a total outstanding balance of 1,067,897,566 inclusive of unamortized original issue discount as of june 30, 2014. Because the bond proceeds are disbursed to geisinger health system foundation 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 mountain view nursing home, inc., ein: 23-2568288 geisinger-bloomsburg hospital, ein: 23-2193572 geisinger-bloomsburg health care center, ein: 23-2242854 geisinger-lewistown hospital, ein: 23-1352187 schedule k was prepared on a consolidated basis and is included in the form 990 filing of geisinger health system foundation, ein: 23-1995911.”

“Form 990, part iii, line 4 - statement of program service accomplishments: i. General program service information geisinger system services (gss), a 501(c)(3) not for profit corporation, provides management and consultative services, at cost, to other entities within the geisinger health system. Gss prepares, implements, and audits policies and procedures of system wide relevance and implements uniform standards and methods of management throughout the system. Services historically provided by gss to other entities within the geisinger health system include: appointment services human resources automotive services information systems business office internal audit care support services laundry clinical content management legal services clinical effectiveness mail services clinical innovation market planning corporate communications medical library customer access medical photography customer service call center patient transport elevator operations plant engineering employee benefit administration power plant facilities planning and management quality and safety financial services reprographics food services risk management general maintenance security grounds telecommunications housekeeping transcription services includes the operation and maintenance of the electronic health records for all patients of the geisinger health system providers. Ii.community health, education, and outreach geisinger system services provides reduced price services and free programs throughout the year to various organizations. The provision of these services and programs is based upon the activities and services that the organizations provide for the community and which geisinger system services believes will serve a bonafide community need. These community services and organizations received cash donations or in-kind services described below. A.health related programs gss provided 380,158 of in-kind support to numerous health related programs, some of which are listed below: hip, knee and joint pain seminars lifesource geisinger blood center, llc management services for keystone health information exchange prostate cancer screenings silver circle yoga classes trusted advisor prgm training for pa health ins marketplace consumers various health fairs women's health childbirth classes women's health lecture series b.donated property geisinger system services provided 30,213 through donations of office furniture, personal computers, laptop computers and computer equipment to numerous recipients, which include, but not limited to: agape love from above to our community first baptist church greater susquehanna valley ymca mifflin county christian academy northumberland christian school shavertown chemical company 1 st. Michaels' ukrainian catholic church the grace lutheran church c.other in-kind services and contributions additionally, the following organizations and others not listed below received cash contributions or in-kind services including human resources, food services, legal services, information technology, reprographics, public relations and marketing valued at 207,545: abigail's attic bloomsburg university columbia county chamber of commerce emergency management services human services coalition pa family support alliance pa health information management association (phima) pink glove (promoting breast cancer awareness) suncom industries woodbine lane traffic improvement project iii.community service summary community health, education and outreach 617,916”

“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) provides a centralized accounts payable function for all organizations of the geisinger health system. As the accounts payable processor, gss prepares and files form 1099 under its ein for all reportable payments of itself and certain affiliates, and certain reportable payments of some of its affiliates. Therefore, the number of form 1099's filed by gss for the reporting period as reported on line 1a includes the number of form 1099s filed on behalf of itself and its affiliates.”

“Transfer from geisinger health system foundation 100,000 transfer to bloomsburg physicians services -487,564 total other changes in net assets -387,564”

“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 health system's consolidated report on federal awards in accordance with omb circular a-133. Footnote: throughout form 990, the terms "geisinger health system" and "system" or the acronym "ghs" shall refer to the entire healthcare system comprised of geisinger health system foundation ("the foundation") as parent and all subsidiary corporations comprising the system.”