Geisinger Clinic

“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? Albert bothe, jr, md, 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, maria s. Kobylinksi, md, michael suk, md, jd, mph, facs, richard a. Grafmyre, robert e. Poole, robert j. Dietz, susan b. Fetterman msn, rn, mba, fache, thomas b. Weir, thomas h. Lee, jr, md, msc, tracey w. Wolfe, mha, 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 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 2e: ic shared service revenue of 83,203, 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 are 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.”

“To enhance the quality of life of the population served by providing access to quality population health services delivered by physicians and advanced practitioners through an integrated service organization based on a balanced program of patient care, education, research, and community 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 information geisinger clinic (gc), a 501(c)(3) not for profit corporation, employs 1332 physicians practicing at 132 sites in 64 communities of northeastern and central pennsylvania. Gc provides the multi-specialty physician group practice for the geisinger health system. The salaried physician staff is dedicated to improving the health of the people of pennsylvania through an integrated system of health services based upon a balanced program of patient care, education and research. Some of the locations in which geisinger clinic practices include: bellefonte mifflintown belleville millville benton milton berwick montoursville bloomsburg moosic bradford mount carmel burnham mount pocono carbondale mountaintop catawissa nanticoke clarion nicholson clarks summit northumberland coal township olyphant dallas orwigsburg danville peckville dunmore philipsburg east stroudsburg pittston elysburg plains forty fort port matilda hazelton pottsville honesdale scranton huntingdon selinsgrove jessup shamokin dam kingston state college kulpmont sunbury lewisburg tannersville lewistown tunkhannock lock haven wilkes-barre mahanoy city williamsport mechanicsburg wyoming ii. Uncompensated care geisinger clinic recognizes that its mission is to serve all the members of the community with respect to the provision of healthcare services and healthcare education. Gc provides quality medical healthcare regardless of race, creed, sex, national origin, handicap, age or ability to pay. In this regard, gc provides free care or subsidized care, to persons covered by governmental programs at or below cost, and provides various health activities and programs in support of the communities where gc practices. A. Charity care the primary concern of gc is the delivery of health care to all the citizens in northeastern and central pennsylvania, regardless of their ability to pay. The unreimbursed cost of charity care represents the cost gc incurs by providing free or discounted services to those who cannot afford to pay. For fiscal year ended june 30, 2017, the cost of charity care was 10,965,421. B. Medicare/medicaid recognizing its mission to the community, services are provided to the elderly (medicare) and the poor (medicaid). Clinic provides care, below cost, to persons covered by these governmental programs. To the extent reimbursement is below the cost of providing healthcare, gc is furthering its mission to the entire community. The unreimbursed value of medicare and/or medicaid is equal to the cost of providing services less the amount of reimbursement received under the program. For fiscal year ended june 30, 2017, the unreimbursed value of providing care to these patients was 232,110,650. C. Other uncompensated patient services in addition, gc provides other patient services for which full payment is not received. The uncompensated cost of providing such patient services during the fiscal year ended june 30, 2017, was 3,458,867. Iii. Research support geisinger clinic supports its charitable mission through medical research activities at two facilities on the campus of the geisinger medical center: the siegfried and janet weis center for research (wcr) and the henry hood center for health research. The wcr provides a focus for laboratory research and research training, and supports the clinical staff in their research programs. The primary mission of the wcr is to conduct original and innovative research that contributes new knowledge to biomedical science. Scientists apply modern molecular and cellular approaches to diverse research problems in the areas of cardiovascular function, cancer and developmental biology. The henry hood center for research houses two research programs: the geisinger center for health research (gchr) and the center for clinical studies (ccs). Gchr conducts health services, epidemiologic and population genetics research on the broad range of conditions typically seen in primary and specialty care settings. The missi”

“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 form 1099's filed by gss for the 2016 reporting period on behalf of itself and its affiliates was 1,877. 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.”

“Form 990, part ix statement of functional expenses, line 24e: unrelated business income tax expense 11,762.”

“Transfer to parent, geisinger health 127,000,000 total other changes in net assets or fund balances 127,000,000”

“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.”