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, three voting members are not independent because they are compensated as employees of this or related tax-exempt organizations. 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, e. Allen deaver, earl foura, edelyn l. Miller, eugene arnone, frank j. Trembulak, frank m. Henry, gail r. Wilensky, phd, heather m. Acker, jaewon ryu, md, jd, jeff jacobson, john c. Bravman, phd, karen davis, phd, kevin f. Brennan, cpa, fhfma, richard a. Grafmyre, robert e. Poole, robert j. Dietz, thomas h. Lee, jr, md, msc, v. Chris holcombe, pe, virginia mcgregor, william e. Sordoni, william h. Alexander, and william r. Gruver 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.”

“In december 2016, the board delegated to leadership and/or board standing committees, certain of its general powers, including review of annual board assessment, review and approval of defined contribution plans, orientation of new board members, continuing education for board members, approval of indebtedness and the purchase, sale or mortgage of real property up to 15 million and credentialing of providers.”

“In december 2016, the number of directors that serve on the organizations boards changed from no more than 15, to such number as determined by the members, including geisinger ex-officio directors. The board of directors shall consist of the president of the corporation, geisinger's executive vice-president, chief medical officer; geisinger's executive vice president, chief administrative officer, clinical operations (ex-officio directors); two at-large directors who also serve as members of the geisinger health board of directors, two (2) independent directors and such number of additional directors as the members may from time to time determine.”

“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 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.”

“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. The services, provided at or below cost, are performed without a profit motive to promote the efficient operation of geisinger 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.”

“Continuously striving to provide best in class administrative, management and other support services for the geisinger health system foundation and all affiliates and subsidiaries in a cost effective manner while maintaining excellent customer service.”

“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 1,766,170,995, inclusive of unamortized original issue discount as of june 30, 2017. 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 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 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. General program service information geisinger system services (gss), a 501(c)(3) non-profit corporation, provides management and consultative services, at cost, to other entities within geisinger. 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 geisinger include: appointment services information systems automotive services internal audit business office laundry care support services legal services clinical innovation mail services corporate communications market planning customer access medical library customer service call center medical photography elevator operations patient transport employee benefit administration plant engineering facilities planning and management power plant financial services quality and safety food services reprographics quality and safety general maintenance risk management grounds security housekeeping telecommunication human resources transcription services includes the operation and maintenance of the electronic health records for all patients of the geisinger 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 bona fide community need. These community services and organizations received cash donations or in-kind services described below. A. Health related programs gss provided 75,854 of in-kind support to numerous health related programs, some of which are listed below: american health walk blood drive cancer support group & health programs silver circle moving to music classes silver circle sit and be fit classes silver circle tai chi classes silver circle yoga classes trusted advisor open enrollment education programs b. Donated property geisinger system services provided 892 through donations of office furniture and laptop computers to various community recipients. C. Other in-kind services and contributions additionally, the following organizations, and others not listed below, received cash contributions or in-kind services including food services, information technology, medical health physics, public relations and marketing valued at 829,025: bloomsburg theatre ensemble (closed captioning program for hearing impaired) bloomsburg university (career day) dallas high school (career fair) danville borough (montour street bridge) expressions of sympathy fire prevention programs at various community locations greater susquehanna valley united way pinwheels for prevention of child abuse reduced rent for sisters of christian charity at montour street convent ronald mcdonald house services provided (maintenance, housekeeping, etc.) trusted advisor training (market place insurance guidance for community) iii. Community service summary community health, education and outreach 905,771 effective january 1, 2018, several support service areas are transferring from geisinger system services to affiliated 501(c)(3) tax-exempt organizations, which include geisinger medical center, geisinger wyoming valley medical center, marworth, geisinger bloomsburg hospital, and geisinger clinic. The move will allow these organization to benchmark more accurately with other health care organizations who directly account for the support services being transferred.”

“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 geisinger organizations. 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.”

“Cleaning services 534,652 25,204 0 consulting fees 33,284,208 1,569,059 0 collection agency fees 1,207,116 56,905 0 equip maint svc contracts 3,077,328 145,069 0 outside purchased service 35,146,987 1,656,873 0 repair of equipment 368,417 17,368 0 recruit nonprovider 2,768,881 130,528 0 total 76,387,589 3,601,006 0”

“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.”