31 Accounting fees 31 7020. 7020. 32 34232....

d - :n

Form 990 Return of Organization Exempt From Income TaxUnder section 501 (c), 527, or 4947( a)(1) of the Internal Revenue Code (except black

lung benefit trust or private foundation)

aUj

Department of the TreasuryInternal Revenue Serve e ► The organization may have to use a copy of this return to satisfy state reporting requirem

A F r th 2005

OMB No. 1545

2005

rrl r n 1 7T 77,7 7 /1

vB Check if yPlease C Name of organization, number and street, city, town, street, and ZIP code D Employer identification`numberapplicable

use IRSAddress change label or 23-1995911Name change print or GEISINGER HEALTH SYSTEM FOUNDATION E Telephone number

-50 570-Initial return See C/O TAX DEPARTMENT 30-50 570-271-6624Final return

Specific 100 NORTH ACADEMY AVENUE F Acctg. method : Cash Accrual1j Nreturn tions DANV I LLE PA 17822 Other (specify) ►

Application pending • Section 501 ( c)(3) organizations and 4947(a)(1) nonexempt H and I are not applicable to section 527 organizationscharitable trusts must attach a completed Schedule A H(a) Is this a group return for affiliates? Yes 9 No(F ,n} Qr EZ

►"b " fRG HWWW 1991 NIGE R ) If enter number o affiliates( Yes,.G Website : ► . L.

J Organization type (check only one) ► P(I 501(c)(3 ) .4 (insert no) 4947(a)(1)or 527 H (C) Are all affiliates included? Yes No

K Check here ► If the organization's gross receipts are normally not more than $25,000(if " No," attach a list See instructions

H(d) Is this a separate return filed by an

The organization need not file a return with the IRS, but if the organization chooses to organization covered by a group ruling?11 Yes No

file a return, be sure to file a complete return Some states require a complete return . I Group Exemption Number ►

M Check ► if the organization is not required

L Gross receipts Add lines 6b, 8b, 9b, and 1 Ob to line 12 ► 35,589,255. to attach Sch B (Form 990, 990-EZ, or 990-PF)

Revenue , Expenses , and Changes in Net Assets or Fund Balances (See the instructions)

1 Contributions, gifts, grants, and similar amounts received

a Direct public support la 9,187,020.

b Indirect public support 1 b 24, 014 .

c Government contributions (grants) 1 c 1 1,465,965.d Total (add lines la through 1c) (cash $ 10,676,999. noncash $ ) l d 10,676,999.

2 Program service revenue including government fees and contracts (from Part VII, line 93) 2 5,521,831. _

3 Membership dues and assessments 3

4 Interest on savings and temporary cash investments 4 5, 890.5 Dividends and interest from securities 5 6, 159, 920.6 a Gross rents 6a

b Less rental expenses 6b

c Net rental income or (loss) (subtract line 6b from line 6a) 6c

3 7 Other investment income (describe ► ) 7

> 8 a Gross amount from sales of assets other (A) Securities (B) Other

than inventory 12,946,356. 8ab Less cost or other basis & sales expenses 8b

c Gain or (loss) (attach schedule) 12, 946,356. 8c _

d Net gain or (loss) (combine line 8c, columns (A) and (B)) SCHEDULE I B d 12,946,356.

9 Special events and activities (attach schedule) If any amount is from gaming , check here ►

a Gross revenue (not including $ 705,033. of

contributions reported on line 1 a) g a 274,265.

b Less direct expenses othWr_than-fundr sing expenses 9b 282,522.

r event (subtract line 9b from line 9a) SCUEDUL 2come r^rs,(t cofc Net I 9 c (8,257.)i r

10 a Gros sa ^lRVerttary, s,s re urn ? allowances 10a

0 10bb Less Cos. of goods soldn

c Gros prL tt c s)frog s3l^^af In ^rl ry (attach schedule) (subtract line 10b from line 10a) 10c

11 Other evnue (frorrLFart.VII, Ilne- 11 3,994.

12 Total even (aq ' ' d, , 4, 5, 6 , 7, 8d, 9c, 1 Oc, and 11) 12 35,306, 733.13 Progra serv e umn )) 13 9, 295, 268 .

Hy 14 Management and general (from line 44, column (C)) 14 1, 043, 82 5 .

15 Fundraising (from line 44, column (D)) 15 3, 013 , 945 .CL

16 Payments to affiliates (attach schedule) 16

17 Total expenses (add lines 16 and 44, column (A)) 17 13, 353, 038

.y, 18 Excess or (deficit) for the year (subtract line 17 from line 12) 18 21, 953, 695 .19 Net assets or fund balances at beginning of year (from line 73, column (A)) 19 233,589,228.20 Other changes in net assets or fund balances (attach explanation) . SCHEDULE 3 20 84,124,008.

Z 21 Net assets or fund bal ances at end of year (combine lines 18, 19, and 20) 21 339,666,931.For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.

BCA Copyright form software only. 2005 Universal Tax Systems, Inc All rights reserved US990$S1 Rev 1

Form yyU (2005)

Form990(2005) GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911

Statement of All organizations must complete column (A) Columns (B), (C), and (D) are required for section 501(c)(3)

Functional Expenses and (4) organizations and section 4947(a)(1) nonexempt charitable trusts but optional for others (See

I the instructions )

,Do not include amounts reported on line

6b, 8b , 9b, 1 Ob , or 16 of Part I

( A) Total ( B) Program

services

(C) Management

and general

( D) Fundraising

22 Grants and allocations (attach schedule ) SCHEDULE

(cash$ 69854 67 . noncash $

If this amount includes foreign grants , check here ►

14

22 6985467. 6985467.23 Specific assistance to individuals (attach

schedule) 11 23

24 Benefits paid to or for members (attach schedule) 24

25 Compensation of officers , directors , etcS CIIEUULE 5 25 366169. 184302. 1818 6 7 .26 Other salaries and wages 26 1088682 . 1088682.

27 Pension plan contributions 27 51184 . 8 4 2 8. 4 2 7 5 6.28 Other employee benefits 28 86103 . 14178 . 71925 .29 Payroll taxes 29 9 7 3 5 2. 16030 . 81322 .30 Professional fundraising fees 30

31 Accounting fees 31 7020. 7 0 2 0.

32 Legal fees 32 34232. 3 4 2 3 2.33 Supplies 33 127857. 72646. 5 5 211 .34 Telephone 34 12602. 10 3 7 . 331 . 112 3 4 .35 Postage and shipping 35 35036. 35036.36 Occupancy 36 31456. 18668. 5967. 6821.37 Equipment rental and maintenance 37 137 . 137 .

38 Printing and publications 38 13 318 6 . 8497 . 124689 .39 Travel 39 156379. 83859. 72520.40 Conferences , conventions , and meetings 40 9216. 1539 . 7677 .41 Interest 41 748414. 444142. 141974. 162298.42 Depreciation , depletion , etc (attach schedule ) SCH 6 42 7402. 4 3 9 4. 14 0 4. 160443 Other expenses not covered above ( itemize)

a SCHEDULE 7 43a 3375144. 1675019. 629959. 1070166.b 43b

c 43c

d 43d

e 43e

f 43f

9 43g

44 Total functional expenses . Add lines 22 through 43

(Organizations completing columns ( B) - (D),

carry these totals to lines 13-15) 44 13353038. 9295268. 1043825. 3013945.Joint Costs. Check ► u if you are following SOP 98-2

Are any joint costs from a combined educational campaign and fundraising solicitation reported in (B) Program services? ► [] Yes No

If "Yes," enter (i) the aggregate amount of these joint costs $ , (ii) the amount allocated to Program services $

(iii) the amount allocated to Management and general $ , and (iv) the amount allocated to Fundraising $

Form 990 (2005)

BCA Copyright form software only. 2005 Universal Tax Systems, Inc All rights reserved US9905$2 Rev 1

Form 990 (2005) GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911 LiEM Statement of Program Service Accomplishments (See the instructions.)Form 990 is available for public inspection and, for some people , serves as the primary or sole source of information about a particular organization

How the public perceives and organization in such cases may be determined by the information presented on its return . Therefore, please make

sure the return Is comIDlete and accurate and fully descnbes , in Part III , the organization 's programs and accomplishments.

What is the organization 's primary exempt purpose? ► SCHEDULE 8

All organizations must describe their exempt achievements in a clear and concise manner State the number of clientspurpose

served , publications issued , etc. Discuss achievements that are not measurable . ( Section 501 (c)(3) and (4) organizations and

4947( a)(1) nonexempt charitable trusts must also enter the amount of grants and allocations to others )

Program ServiceExpenses

( Required for 501(c)(3)and (4) orgs . and

4947 ( a)(1) trusts, buto ptional for others

a SCHEDULE 8

(Grants and allocations $ ) If this amount includes foreign grants , check here ► 9 2 9 5 2 6 8 .b

(Grants and allocations $ ) If this amount includes foreign grants , check here ►

C


d


e Other program services ( attach schedule)


f Total of Program Service Expenses (should equal line 44, column (B), Program services) ....... ... . ► y 1 3 5 L b ti .

Form 990 (2005)

BCA Copynght form software only, 2005 Universal Tax Systems. Inc All rights reserved US990$S3 Rev 1

Form 990 (2005 ) GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911 _ . Balance Sheets (See the instructions )

Note : Where required , attached schedules and amounts within the description (A) (B)

.column should be for end -of-year amounts only Beginning of year End of year

45 Cash - non-interest- bearing 2,0 00 . 45 1,500.

46 Savings and temporary cash investments 9 7 2 , 5 6 0 . 46 1, 401,437.

47 a Accounts receivable 47a

b Less allowance for doubtful accounts 47b 47c

48 a Pledges receivable 48a 13,133,036.b Less allowance for doubtful accounts 48 b 500, 000. 13,361,62 6. 48c 12,633,036.

49 Grants receivable 228,499. 49 96, 793.50 Receivables from officers , directors , trustees , and key employees

(attach schedule) 50

51 a Other notes and loans receivable (attach

schedule) 51a

b Less allowance for doubtful accounts 51 b 51 c

52 Inventories for sale or use 52

53 Prepaid expenses and deferred charges 53 11, 971.

54 Investments - securities ( attach schedule) S CHEDULE 9 ► Cost FMV 211, 2 9 6 , 8 4 8 . 54 328, 733,309.55 a Investments - land, buildings, and

equipment basis 55a

b Less accumulated depreciation (attach

schedule ) 55b 65C

56 Investments -other ( attach schedule ) SCHEDULE 10 12,493,663. 56 23,763,906.57 a Land , buildings, and equipment basis 57a 162 , 303.

b Less accumulated depreciation (attach

schedule ) SCHEDULE 11 57b 130, 386. 39,320. 57c 31, 917._58 Other assets (describe ► 20 ,735 . 58

59 Total assets (must equal line 74) Add lines 45 through 58 238, 415 , 2 51 . 59 3 6 6, 67 3, 8 6 9.60 Accounts payable and accrued expenses 119 , 638. 60 153,123.61 Grants payable 61

62 Deferred revenue 153 , 314. 62 181, 079.

d 63 Loans from officers , directors , trustees, and key employees (attach

schedule) 63

`-° 64 a Tax-exempt bond liabilities ( attach schedule ) SCHEDULE 12 64a

b Mortgages and other notes payable (attach schedule ) SCHEDULE 13 64b 2 1 , 4 4 2 , 311 .

65 Other liabilities (describe ► SCHEDULE 14 ) 4, 553, 071. 65 5,230, 425.

66 Total liabilities (add lines 60 through 65 ) 4,826,023. 66 2 7, 0 0 6 , 9 3 8.Organizations that follow SFAS 117 , check here ► and complete lines 67

through 69 and lines 73 and 74

67 Unrestricted 150,899,661 . 67 247, 435, 308 .a 68 Temporarily restricted 21,704,388. 68 27,861,298.m 69 Permanently restricted 6 0,985,179. 69 64,370 , 325.V Organizations that do not follow SFAS 117, check here ► a and complete

LL lines 70 through 74

o 70 Capital stock , trust principal, or current funds 70

71 Paid - in or capital surplus , or land , building , and equipment fund 71to

72 Retained earnings , endowment , accumulated income , or other funds 72

73 Total net assets or fund balances (add lines 67 through 69 or lines

Z 70 through 72,

column (A) must equal line 19 , column (B) must equal line 21 ) 1233,589,228. 73 3 3 9, 6 6 6, 93 1 .

74 Total liabilities and net assets/fund balances . Add lines 66 and 73 2 3 8, 415 , 2 51 . 74 3 6 6, 67 3, 8 6 9 .Form 990 (2005)

BCA Copyright form software only, 2005 Universal Tax Systems, Inc All rights reserved US990$54 Rev 1

Form990(2005) GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911 Reconciliation of Revenue per Audited Financial Statements With Revenue per Return

(See the instructions )- -a Total revenue, gains, and other support per audited financial statements a 57S .1 2 1

b Amounts included on line a but not on Part I, line 12

1 Net unrealized gains on investments b1 4 0 2 2 .

2 Donated services and use of facilities b2 130.

3 Recoveries of prior year grants b3

4 Other(specify) SCHEDULE 15b4 82119.

Add lines b1 through b4 b 8 6 2 7 1

c Subtract line b from line a c 35307.d Amounts included on Part I, line 12, but not on line a:

I Investment expenses not included on Part I, line 6b d1

2 Other (specify)

d2

Add lines d1 and d2 d

e Total revenue (Part I, line 12) Add lines c and d ► e 3 5 3 0 7 .Reconciliation of Expenses per Audited Financial Statements With Expenses per Return

a Total expenses and losses per audited financial statements a 15500.b Amounts included on line a but not on Part I, line 17

1 Donated services and use of facilities b1 13 0 .

2 Prior year adjustments reported on Part I, line 20 b2

3 Losses reported on Part I, line 20 b3

4 Other(specify) SCHEDULE 15b4 2017.

Add lines b1 through b4 b 2 14 7 .

c Subtract line b from line a c 13353.d Amounts included on Part I, line 17, but not on line a:

1 Investment expenses not included on Part I, line 6b d1

2 Other (specify)

d2

Add lines d1 and d2 d

e Total expenses (Part I, line 17) Add lines c and d ► e 13353.Current Officers, Directors, Trustees, and Key Employees (List each person who was an officer, director,trustee , or key employee at any time during the year even if they were not compensated ) (See the instructions )

(A)

Name and address

(B)

Title and average hoursper week devoted to position

(C)

Compensation (Ifnot paid, enter -0-.)

(D ) Contributions to

employee benefit plans

& deferred comp plans

(E)

Expense accountand other allowances

SCHEDULE 16

Form 99U (2005)

Copyright form software only , 2005 Universal Tax Systems, Inc All rights reserved US990SS5 Rev 1

IForm990(2005) GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911 Pa e6

Current Officers, Directors, Trustees, and Key Employees (continued) Yes No

75 a Enter the total number of officers, directors, and trustees permitted to vote on organization business at board

meetings , ► 17

b Are any officers, directors, trustees, or key employees listed in Form 990, Part V-A, or highest compensated employees

listed in Schedule A, Part I, or highest compensated professional and other independent contractors listed in Schedule A,

Part II-A or II-B, related to each other through family or business relationships? If "Yes," attach a statement that identifies

the individuals and explains the relationship(s) 175 b I _ I X

c Do any officers, directors, trustees, or key employees listed in Form 990, Part V-A, or highest compensated employees listed

in Schedule A, Part I, or highest compensated professional and other independent contractors listed in Schedule A, Part II-A

or II-B, receive compensation from any other organizations, whether tax exempt or taxable, that are related to this organiza-

tion through common supervision or common control? SCHEDULE 17 75c I X

Note. Related organizations include section 509(a)(3) supporting organizations

If "Yes," attach a statement that identifies the individuals, explains the relationship between this organization and the other

organization(s), and describes the compensation arrangements, including amounts paid to each individual by each related

organization

d Does the organization have a written conflict of interest policy? 175d I X

Former Officers, Directors, Trustees, and Key Employees That Received Compensation

or Other Benefits(If any former officer, director, trustee, or key employee received compensation or other benefits (described below) during the year,

76 Did the organization engage in any activity not previously reported to the IRS?

If "Yes," attach a detailed description of each activity 76 X

77 Were any changes made in the organizing or governing documents but not reported to the IRS? 77 X

If "Yes ," attach a conformed copy of the changes

78 a Did the organization have unrelated business gross income of $1 , 000 or more during the year covered by this return? 78a X

b If "Yes ," has it filed a tax return on Form 990 -T for this year? 78b X

79 Was there a liquidation , dissolution , termination , or substantial contraction during the year? If "Yes," attach a statement 79 X

80 a Is the organization related ( other than by association with a statewide or nationwide organization ) through common

membership , governing bodies , trustees , officers , etc , to any other exempt or nonexempt organization? 80a X

b If "Yes ," enter the name of the organization ► SCHEDULE 18

and check whether it is exempt or nonexempt

81 a Enter direct or indirect political expenditures ( See line 81 Instructions) 81 a

b Did the organization file Form 1120 -POL for this year? 81 b X

Form 990 (2005)

BCA Copyright form software only. 2005 universal Tax Systems, Inc All rights reserved uS990$56 Rev 1

IForm990 (2005 ) GEISINGER HEALTH SYSTEM FOUNDATION 23- 1995911 Page7nj^ Other Information (continued) Yes No

82 a Did the organization receive donated services or the use of materials , equipment , or facilities at no charge or at

substantially less than fair rental value? 82a X

b If "Yes ," you may indicate the value of these items here Do not include this amount DO NOT ELECT

as revenue in Part I or as an expense in Part II ( See Instructions in Part III ) . . .. 82b TO LIST

83 a Did the organization comply with the public inspection requirements for returns and exemption applications '? . . . 83a X

b Did the organization comply with the disclosure requirements relating to quid pro quo contributions? 83b X

84 a Did the organization solicit any contributions or gifts that were not tax deductible? 84a X

b If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not

tax deductible? 84b

85 501 (c)(4), (5), or ( 6) organizations a Were substantially all dues nondeductible by members? . . . 85a

b Did the organization make only in -house lobbying expenditures of $2,000 or less? .. 85b

If "Yes" was answered to either 85a or 85b , do not complete 85c through 85h below unless the organization received a

waiver for proxy tax owed for the prior year.

c Dues , assessments , and similar amounts from members 85c

d Section 162 (e) lobbying and political expenditures 85d

e Aggregate nondeductible amount of section 6033( e)(1)(A) dues notices 85e

f Taxable amount of lobbying and political expenditures ( line 85d less 85e) . 85f

g Does the organization elect to pay the section 6033 ( e) tax on the amount on line 85f? 85g

h If section 6033(e)(1)(A) dues notices were sent , does the organization agree to add the amount on line 85f to its

reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax year? . 85h

86 501 ( c)(7) orgs. Enter : a Initiation fees and capital contributions included on line 12 86a

b Gross receipts , included on line 12 , for public use of club facilities .. .. 86b

87 501 ( c)(12) orgs Enter. a Gross income from members or shareholders . . 87a

b Gross income from other sources (Do not net amounts due or paid to other sources

against amounts due or received from them ) 87b ,

88 At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or

partnership , or an entity disregarded as separate from the organization under Regulations sections

301 7701-2 and 301 7701-3" If "Yes," complete Part IX 88 X

89 a 501 (c)(3) organizations Enter Amount of tax imposed on the organization during the year under

section 4911 lo- 0 • , section 4912 ► 0 • , section 4955 ► 0.

b 501 (c)(3) and 501(c)(4) orgs Did the organization engage in any section 4958 excess benefit transaction

during the year or did it become aware of an excess benefit transaction from a prior year? If "Yes," attach

a statement explaining each transaction 89b X

c Enter Amount of tax imposed on the organization managers or disqualified persons during the year under

sections 4912 , 4955 , and 4958 . . .. . .. ► 0.

d Enter Amount of tax on line 89c , above , reimbursed by the organization ► 0.

90 a List the states with which a copy of this return is filed ► PA NY NJ MA FL

b Number of employees employed in the pay period that includes March 12 , 2005 (See instructions .) 90b 23

91 a Thebooksareincareof ► YVONNE KNIGHT, DIRECTOR Telephone no ► 570-271-5555Located at ► 100 NORTH ACADEMY AVE DANV I LLE PA ZIP + 4 ► 17822

b At any time during the calendar year , did the organization have an interest in or a signature or other authonty over a Yes No

financial account in a foreign country (such as a bank account , securities account, or other financial account )? 91 b X

If "Yes," enter the name of the foreign country ► CAYMAN ISLANDS

See the instructions for exceptions and filing requirements for Form TD F 90-22 . 1, Report of Foreign Bank and Financial

Accounts

c At any time during the calendar year , did the organization maintain an office outside of the United States? 91 c X

If "Yes," enter the name of the foreign country ►92 Section 4947 (a)(1) nonexempt charitable trusts filing Form 990 in lieu of Form 1041 - Check here . .. ►

and enter the amount of tax-exempt interest received or accrued during the tax year . .... . . ..0- 192

Form 990 (2005)

BCA Copyright form software only. 2005 Universal Tax Systems, Inc All rights reserved US990$$7 Rev 1

Form99O (2005 ) GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911 I'MaM Analysis of Income-Producin g Activities (See the instructions)Note:

othe

93

a

b

c

d

e

f

9

9495

96

97

a

b98

99100

101

102

103

b

c

d

e

104

Enter gross amounts unless Unrelated business income Excluded by section 512, 513, or 514 (E)

lse Indicated

Program service revenue.Businesscode

(B)Amount

(C)Exclusion code

(D)Amount

Related or exemptfunction income

INTERCOMPANY 541900 6,448. 5,515,383.

Medicare/Medicaid payments

Fees & contracts from govt . agencies . .

Membership dues & assessments.Interest on savings and temporary cashinvestments 14 5,890 .Dividends & interest from securities 14 6,159,920.Net rental income or (loss ) from real estate

debt-financed property

not debt-financed propertyNet rental income or (loss) from personalproperty • .

Other investment income ..Gain or ( loss) from sales of assets otherthan inventory - - 1 8 12 , 946 , 356.Net income or (loss ) from special events 01 (8,257. )Gross profit or (loss ) from sales of inventory

Other revenue a

SALES REVENUE 03 3,994.

Subtotal (add columns ( B), (D), & (E )) b ,448. 1 9 ,107, 9 03.

rw

5 , 515 , 3 8 3 .105 Total (add line 104, columns (B), (D), and (E)) ► 24,629,734.

Note : Line 105 plus line 1d . Part I. should eaual the amount on line 12. PartRelationshi p of Activities to the Accomplis

Ihment of Exempt Purposes (Seethe instructions)

Line No .

VExplain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishment of theorganization's exempt purposes (other than by providing funds for such purposes)

93A SCHEDULE 8

Information Regardin g Taxable Subsid iaries and Disregarded Entities (See the instructions.)A2

Name, address, and IN of corporation,partnershi p , or disregarded entity

(B)Percentage ofownershi p int.

Nature(C)activities Total inncome End-0of

assets

SCHEDULE 19 %

intormatlon tcegaraing i ransters wltn rersonal 13enetnt l.o ntracts (see the i nstructions )

(a) Did the organization, during the yr, receive any funds, directly or ir

(b) Did the organization, during the year, pay premiums, directly or Ind

Note : If "Yes" to (b), file Fo 0 and Form 20 (see I tractionsUnder pgnalties per u , Clare tha t I he i his retu , ibabel 11 Is true c ec c plate Declara n

exao ep rer (ot

PleaseSign Signature of officer

Here DAVID J FELICIO, ESQUIREType or not name and title

Preparer's

Paid signature

Preparer'sUse Only

Firm's name (or yoursif self-employed).address, and ZIP • 4

SCA Copyright form software only. 2005 Universal Tax Systems. Inc All rights

SCHEDULE A Organization Exempt Under Section 501(c)(3)(Except Private Foundation) and Section 501(e), 501(f), 501(k),

(Form 990 or 990-EZ) 501(n), or 4947(a)(1) Nonexempt Charitable TrustSupplementary Information - (See separate instructions.)

Department of the TreasuryInternal Revenue Service ► MUST be completed by the above organizations and attached to their Form 990 or 990-EZ

OMB No 1545-0047

2005

Name of the organization Employer identification number

GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911

Compensation of the Five Highest Paid Employees Other Than Officers, Directors, and Trustees(See the Instructions List each one If there are none. enter "None "t

(a) Name and address of each employee paid more ( b) Title and average hours ( c) Compensation (d) Contributions to (e) Expense

than $50,000 week devoted to positionPer Pemployee benefit plans

& deferred compensationaccount and other

allowance

MARILYN SIERER AVP DEVELOPDANVILLE PA 17822 40 87,634. 20,800.WARREN CALDERONE SR DEV OFFDANVILLE PA 17822 40 67,425. 19,957.ANTHONY SPINOZZA SR DEV OFFDANVILLE PA 17822 40 64,845. 19,504.ELAINE MEYERS SR DEV OFFDANVILLE PA 17822 40 60,722. 14,626.CAROL RHEAM TEVIS DIRECTORDANVILLE PA 17822 40 57,952. 13,400.

Total number of other employees paid over

$50,000 ► 5_ Compensation of the Five Hia hest Paid Independent Contractors for Professional Services

(See the Instructions List each one (whether individuals or firms ) If there are none, enter "None ")

(a) Name and address of each independent contractor paid more than $50,000 (b) Type of service ( c) CompensationNONE

Total number of others receiving over $50,000 forprofessional services 0. 0 ;

KiMEM Compensation of the Five Highest Paid Independent Contractors for Other Services(List each contractor who performed services other than professional services, whether individuals orfirms If there are none, enter "None " See instructions )

(a) Name and address of each independent contractor paid more than $50,000 (b) Type of service (c) Compensation

NONE

Total number of other contractors receiving over

$50,000 for other services ► 0.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 and Form 990-EZ. Schedule A (Form 990 or 990-EZ) 2005

BCA Copyright form software only, 2005 Universal Tax Systems, Inc All rights reserved US990A$1 Rev 1

Schedule A ( Form 990 or 990-EZ) 2005 GE I S INGER HEALTH SYSTEM FOUNDATION 23-1995911 Page 2

Statements About Activities (See Instructions) Yes No

I During the year, has the organization attempted to influence national, state, or local legislation, including any

attempt to influence public opinion on a legislative matter or referendum'? If "Yes," enter the total expenses paid

or incurred in connection with the lobbying activities ► $ 0. (Must equal amounts on line 38,

Part VI-A, or line I of Part VI-B) I X

Organizations that made an election under section 501(h) by filing Form 5768 must complete Part VI-A Other

organizations checking "Yes" must complete Part VI-B AND attach a statement giving a detailed description of the

lobbying activities

2 During the year, has the organization, either directly or indirectly , engaged in any of the following acts with any

substantial contributors, trustees, directors, officers, creators, key employees, or members of their families, or with any

taxable organization with which any such person is affiliated as an officer, director, trustee, majority owner, or principal

beneficiary'? (If the answer to any question is "Yes," attach a detailed statement explaining the transactions ) SCHEDULE 20

a Sale , exchange, or leasing of property? 2a X

b Lending of money or other extension of credit? 2b X

c Furnishing of goods, services, or facilities? 2c X

SCHEDULE 16

d Payment of compensation (or payment or reimbursement of expenses if more than $1,000) SCHEDULE 17 2d X

e Transfer of any part of its income or assets? 2e X

3a Do you make grants for scholarships, fellowships, student loans, etc' (If "Yes," attach an explanation of how you

determine that recipients qualify to receive payments) SCREDULE 21 3a X

b Do you have a section 403(b) annuity plan for your employees? 3b X

c During the year, did the organization receive a contribution of qualified real property interest under section 170(h)' 3c X

4a Did you maintain any separate account for participating donors where donors have the right to provide advice on

the use or distribution of funds? 4a X

b Do you provide credit counseling, debt management, credit repair, or debt negotiation services? 4b X

Reason for Non-Private Foundation Status (See instructions)

The organization is not a private foundation because it is (Please check only ONE applicable box )

5 A church, convention of churches, or association of churches Section 170(b)(1)(A)(I)

6 A school Section 170(b)(1)(A)(II) (Also complete Part V )

7 A hospital or a cooperative hospital service organization Section 170(b)(1)(A)(in).

8 A Federal, state , or local government or governmental unit Section 170(b)(1)(A)(v)

9 A medical research organization operated in conjunction with a hospital Section 170(b)(1)(A)(m)

,0 n

11a

„b12

and state ►Enter the hospital's name, city,

An organization operated for the benefit of a college or university owned or operated by a governmental unit Section 170(b)(1)(A)(iv)

(Also complete the Support Schedule in Part IV-A )

An organization that normally receives a substantial part of its support from a governmental unit or from the general public

Section 170(b)(1)(A)(vi) (Also complete the Support Schedule in Part IV-A )

A community trust Section 170(b)(1)(A)(vi) (Also complete the Support Schedule in Part IV-A )

An organization that normally receives ( 1) more than 33 1/3% of its support from contributions, membership fees, and gross

receipts from activities related to its charitable, etc , functions - subject to certain exceptions, and (2 ) no more than 33 1/3% of its

support from gross investment income and unrelated business taxable income (less section 511 tax ) from businesses acquired by the

organization after June 30 , 1975 See section 509(a)(2) (Also complete the Support Schedule in Part IV-A )

13 n An organization that is not controlled by any disqualified persons (other than foundation managers) and supports organizations

described in (1) lines 5 through 12 above , or (2) sections 501(c)(4), (5), or (6), if they meet the test of section 509(a )( 2) Check the box

that describes the type of supporting organization ► n Type 1 n Type 2 n Type 3

Provide the following information about the supported organizations (See instructions )

(a) Name(s) of supported organization(s) I (b) Line number

from above

14 n An organization organized and operated to test for public safety Section 509(a )(4) (See Instructions )

Schedule A (Form 990 or 990 -EZ) 2005

BCA Copyright form software only. 2005 Universal Tax Systems. Inc All rights reserved US990A52 Rev 1

Schedule A (Form 990 or 990-EZ) 2005 GE I S INGER HEALTH SYSTEM FOUNDATION 23-1995911 Page 3

Support Schedule (Complete only if you checked a box on line 10, 11, or 12 ) Use cash method of accounting.Note : You may use the worksheet in the instructions for converting from the accrual to the cash method of accounting

Calendar year ( or fiscal year beginning in ) ► (a) 2004 (b) 2003 (C) 2002 (d) 2001 (e) Total15 Gifts, grants, and contributions receiv-

ed (Do not include unusual grants See

line 28 ) 8090847 4910808 9521293 5896159 2841910716 Membership fees received

17ross receip ts from a missions,

merchandise sold or servicesperformed, or furnishing offacilities in any activity that isrel ated to thele,etc

, r srpurposeon 's

chartable , etccharitable, 4945288 4341886 3660574 3215128 1616287618 Gross income from interest,

dividends, amounts received frompayments on securities loans(section 512( a)(5)), rents,royalties, and unrelated businesstaxable income ( less section 511taxes ) from businesses acquiredb1sire°`gamZa`°°afte`June 3°' 3495440 2149023 6347244 5971845 17963552

19 Net income from unrelatedbusiness activities not included inline 18

20 Tax revenues levied for the

organization ' s benefit and either

paid to it or expended on its

behalf

21 The value of services or facilitiesfurnished to the organization bya governmental unit withoutcharge Do not include the valueof services or facilities generallyfurnished to the public withoutcharge

22 Other income Attach a scheduleDo not include gainscale of capital assetsr

(loss) from

SCHEDULESCHEDU 21452 2042 6840 853623 Total of lines 15 through 22 16533720 11403759 19535951 15091668 6256509824 Line 23 minus line 17 11588432 7061873 15875377 11876540 4640222225 Enterl%ofllne23 165337 114038 195360 15091726 Organizations described on lines 10 or 11: a Enter 2% of amount in column (e), line 24 ► 26a 9 2 8 0 4 4

b Prepare a list for your records to show the name of and amount contributed by each person (other than agovernmental unit or publicly supported organization) whose total gifts for 2001 through 2004 exceeded the -amount shown in line 26a Do not file this list with your return . Enter the total of all these excess amounts ► 26b 5 0 5 8 7 0 6

c Total support for section 509(a)(1) test Enter line 24, column (e) ► 26c 4 6 4 0 2 2 2 2d Add Amounts from column (e) for lines 18 17963552 19

22 19563 26b 5058706 ► 26d 23041821e Public support (line 26c minus line 26d total) ► 26e 23360401f Public support percentage ( line 26e ( numerator ) divided by line 26c (denominator)) ► 26f 5 0 . 3 4 %

27 Organizations described on line 12 : a For amounts included in lines 15, 16, and 17 that were received from a "disqualifiedperson," prepare a list for your records to show the name of, and total amounts received in each year from, each "disqualified person "Do not file this list with your return . Enter the sum of such amounts for each year

(2004) (2003) (2002) (2001)

b For any amount included in line 17 that was received from each person (other than "disqualified persons"), prepare a list for your records toshow the name of, and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year or (2) $5,000(Include in the list organizations described in lines 5 through 11 b, as well as individuals ) Do not file this list with your return. Aftercomputing the difference between the amount received and the larger amount described in (1) or (2), enter the sum of these differences(the excess amounts) for the year

(2004) (2003) (2002) (2001)

c Add Amounts from column (e) for lines 15 16

17 20 21 ► 27c

d Add Line 27a total and line 27b total ► 27d

e Public support (line 27c total minus line 27d total) ► 27e

f Total support for section 509(a)(2) test Enter amount from line 23, column (e) ► 27f _

g Public support percentage ( line 27e ( numerator ) divided by line 27f (denominator )) ► 27g %

h Investment income percentage ( line 18 , column ( e) (numerator) divided by line 27f (denominator )) ► 27h %

28 Unusual Grants : For an organization described in line 10, 11, or 12 that received any unusual grants during 2001 through 2004, prepare a

list for your records to show, for each year, the name of the contributor, the date and amount of the grant, and a brief description of thenature of the grant Do not file this list with your return . Do not include these grants in line 15

Schedule A (Form 990 or 990-EZ) 2005

BCA Copyright form software only, 2005 Universal Tax Systems, Inc All rights reserved US990A53 Rev 1

Schedule A ( Form 990 or 990-EZ) 2005 GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911 Page4

ni^ Private School Questionnaire (See instructions)N/A(To be completed ONLY by schools that checked the box on line 6 in Part IV)

29 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter , bylaws , other Yes No

governing instrument , or in a resolution of its governing body? 29

30 Does the organization include a statement of its racially nondiscriminatory policy toward students in all its brochures,

catalogues , and other written communications with the public dealing with student admissions , programs , and

scholarships? 30

31 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during the

period of solicitation for students , or during the registration period if it has no solicitation program, in a way that makes

the policy known to all parts of the general community it serves? 31

If "Yes," please describe , if "No," please explain ( If you need more space , attach a separate statement )

32 Does the organization maintain the following

a Records indicating the racial composition of the student body, faculty, and administrative staff? 32a

b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory

basis? 32b

c Copies of all catalogues , brochures , announcements , and other written communications to the public dealing with

student admissions , programs , and scholarships? 32c

d Copies of all material used by the organization or on its behalf to solicit contributions? 32d

If you answered " No" to any of the above , please explain ( If you need more space , attach a separate statement )

33 Does the organization discriminate by race in any way with respect to

a Students' rights or privileges? 33a

b Admissions policies? I 33b

c Employment of faculty or administrative staff" 33c

d Scholarships or other financial assistance" 33d

e Educational policies? 33e

f Use of facilities? 133f

g Athletic programs?

h Other extracurricular activities?

If you answered "Yes" to any of the above, please explain (If you need more space, attach a separate statement )

34a Does the organization receive any financial aid or assistance from a governmental agency" 34a

b Has the organization's right to such aid ever been revoked or suspended?

If you answered "Yes" to either 34a or b, please explain using an attached statement

35 Does the organization certify that it has complied with the applicable requirements of sections 4 01 through 4 05 of

Rev Proc 75-50, 1975-2 C B 587, covering racial nondiscrimination? If "No," attach an explanation 35

Schedule A (Form 990 or 990 -EZ) 2005

BCA Copyright form software only. 2005 Universal Tax Systems. Inc All rights reserved US990A54 Rev 1

Schedule A (Form 990 or 990-EZ) 2005 GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911 Page 5

Lobbying Expenditures by Electing Public Charities (See page 9 of the instructions)(To be completed ONLY by an eligible organization that filed Form 5768) SCHEDULE 23

Check ► a ® if the organization belongs to an affiliated group Check ► b q If you checked " a" and "limited control" provisions apply

Limits on Lobbying Expenditures

(The term "expenditures" means amounts paid or incurred)

Affiliated grouptotals

To be completedfor ALL electingorganizations

36 Total lobbying expenditures to influence public opinion (grassroots lobbying ) . . . 36 4,426.

37 Total lobbying expenditures to influence a legislative body (direct lobbying) 37 174,693.

38 Total lobbying expenditures (add lines 36 and 37) 38 179,119.

39 Other exempt purpose expenditures 39 1,364 , 905,187.

40

. .

Total exempt purpose expenditures (add lines 38 and 39) . . . 40 1,365 , 084,306.

41 Lobbying nontaxable amount Enter the amount from the following table-

If the amount on line 40 is- The lobbying nontaxable amount is-

Not over $500,000 . . . . 20% of the amount on line 40 .

$100 000 plus 15% of the excess over $500000 but not over $1 000Over $500 000 000, , ,, , .

000 plus 10% of the excess over $1,000,000000 but not over $1Over $1 000 500 000 $175 41 1,000,000.,, , , ,

Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000

000 000Over $17 000 $1000

42

,, ,, . . . .

Grassroots nontaxable amount (enter 25% of line 41) 42 250,000.

43 Subtract line 42 from line 36 Enter -0- if line 42 is more than line 36 43

44 Subtract line 41 from line 38 Enter -0- if line 41 is more than line 38 . . . 44

(aufinn • If thorn ,c an amount in arthar hna 4.4 nr hnr: 44 vnu must fda Fnrm 4720

4-Year Averaging Period Under Section 501(h)(Some organizations that made a section 501(h) election do not have to complete all of the five columns below

See the instructions for lines 45 through 50 on page 11 of the instructions )

Lobbying Expenditures During 4-Year Averaging Period

Calendar year (orfiscal year beginning in ) ►

(a)2005

(b)2004

(c)2003

(d)2002

(e)Total

45 Lobbying nontaxable amount 1,000 , 000. 1 , 000,000 . 1,000 , 000. 1 , 000,000 . 4,000,000.

46 Lobbying ceiling amount (150% of line 45 (e)) 6,000,000.

47 Total lobbying expenditures 179,119. 163,662. 129,689 . 91,468. 563,938

48 Grassroots nontaxable amount 250,000 . 250,000 . 250,000 . 250,000 . 1,000,000.

49 Grassroots ceiling amount (150% of line 48(e)) 1,500,000.

50 Grassroots lobbying expenditures 4,426 . 6,995 . 2,651 . 3,409 . 17,481.

Lobbying Activity by Nonelecting Public Charities N/A(For reporting only by organizations that did not complete Part VI-A) (See page 11 of the instructions )

During the year , did the organization attempt to influence national , state or local legislation , including any Yes No Amountattempt to influence public opinion on a legislative matter or referendum , through the use of

a Volunteers . . .

b Paid staff or management ( Include compensation in expenses reported on lines c through h.) J

c Media advertisements. .

d Mailings to members , legislators, or the public .

e Publications, or published or broadcast statements . .

f Grants to other organizations for lobbying purposes . . .

g Direct contact with legislators, their staffs , government officials, or a legislative body.

h Rallies, demonstrations , seminars, conventions , speeches, lectures, or any other means . . . .i Total lobbying expenditures (Add lines c through h.) . . . .

If "Yes" to any of the above , also attach a statement giving a detailed description of the lobbying activities


ScheduleA (Form 990or990-EZ) 2005 GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911 Page6

Information Regarding Transfers To and Transactions and Relationships With NoncharitableExempt Organizations (See instructions)

51 Did the reporting organization directly or indirectly engage in any of the following with any other organization described in se

the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations

ction 501 (c) of

a Transfers from the reporting organization to a noncharitable exempt organization of Yes No

(I) Cash 51a(i) X

(ii) Other assets a(ii) X

b Other transactions

(i) Sales or exchanges of assets with a noncharltable exempt organization b(i) X

(ii) Purchases of assets from a noncharltable exempt organization b(ii) X

(iii) Rental of facilities, equipment, or other assets b(iii) X

(iv) Reimbursement arrangements b(iv) X

(v) Loans or loan guarantees b(v) X

(vi) Performance of services or membership or fundraising solicitations b(vi) X

c Sharing of facilities, equipment, mailing lists, other assets, or paid employees C X

d If the answer to any of the above is "Yes," complete the following schedule Column (b) should always show the fair market

goods, other assets, or services given by the reporting organization If the organization received less than fair market value i

or sharing arrangement, show in column (d) the value of the goods, other assets, or services received

value of

n any tra

the

nsacti on

(a)Line no

(b)Amount Involved

(c)Name of noncharitable exempt organization

(d)Description of transfers , transactions , & sharing arrangements

B IV 102,791. EISINGER HEALTH PLAN GHP REIMBURSED GHSF FOR APORTION OF NON-FUNDRAISINGELATED EXPENSES

B IV 101,230. EISINGER HEALTH PLAN HSF PAID PREMIUMS TO ANAFFILIATE FOR GHP HEALTHINSURANCE

52 a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in

section 501(c) of the Code (other than section 501(c)(3)) or in section 527? ► ® Yes No

BCA Copyright form software only. 2005 Universal Tax Systems, Inc All rights reserved US990A$6 Rev 1


11 '6' GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911Form 5471 ( Rev 12 -2005 ) GEISINGER ASSURANCE COMPANY, LTD. Page 3

Schedule E Income , War Profits, and Excess Profits Taxes Paid o r Accrued (see I nstructions)

Amount of tax(a)

Name of country or U S possession(b)

In foreig n currency

(c)

Conversion rate

(d)

In US dollars

I US

2

3

4

5

6

7

8 Total ► 0

ii-O Balance SheetImportant : Report all amounts in U.S. dollars prepared and translated in accordance with U.S. GAAP. See instructionsfor an exception for DASTM corporations.

Assets(a)

Beginning of annual

accountin g period

(b)End of annual

accounting period

1 Cash 1 885 , 568 3 , 381 , 7942a Trade notes and accounts receivable 2a

b Less allowance for bad debts 2b

3 Inventories 3

4 Other current assets ( attach schedule ) STMT 3 4 5 , 614 805 , 713

5 Loans to shareholders and other related persons 5

6 Investment in subsidiaries (attach schedule) 6

7 Other investments ( attach schedule ) STMT 4 7 89 , 988 , 626 7S , 006 , 120

8a Buildings and other depreciable assets 8a

b Less accumulated depreciation 8b

9a Depletable assets 9a

b Less accumulated depletion 9b

10 Land ( net of any amortization) 10

11

a

Intangible assets

Goodwill 11a

b Organization costs 11b

c Patents , trademarks , and other intangible assets 11c

d Less accumulated amortization for lines 11a , b, and c 11d

12 Other assets (attach schedule ) STMT 5 12 759 , 121 722 , 731

13 Total assets 13 91 638 4 929 79 , 916 358

14

Liabilities and Shareholders ' Equity

Accounts payable 14 300 , 078 491 , 58515 Other current liabilities ( attach schedule ) STMT 6 15 506 , 439

16 Loans from shareholders and other related persons 16

17 Other liabilities (attach schedule ) STMT 7 17 88 , 763 , 732 78 , 213 10 918

a

Capital stock

Preferred stock 18a

b Common stock 18b 120 , 000 120 , 00019 Paid - in or capital surplus ( attach reconciliation ) STMT 8 19 1 100 , 000 2 , 600 , 000

20 Retained earnings 20 848 , 680 -1 508 , 33621 Less cost of treasury stock 21

22 Total liabilities and shareholders ' e q uity 22 91 , 638 , 929 79 , 916 , 358

Form 5471 ( Rev 12-2005)

DAA

``' "i" GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911Form 5471 ( Rev 12 -2005 ) GEISINGER ASSURANCE COMPANY, LTD. Page4

Schedule. G Other InformationYes No

1 During the tax year, did the foreign corporation own at least a 10% interest , directly or indirectly , in any foreign

partnerships q

If "Yes," see the instructions for required attachment

2 During the tax year , did the foreign corporation own an interest in any trust'7 q

3 During the tax year, did the foreign corporation own any foreign entities that were disregarded as entities separate

from their owners under Regulations sections 301 7701-2 and 301 7701-3 ( see instructions)? q

If "Yes," you are generally required to attach Form 8858 for each entity (see instructions)

Sched ule H Current Earnings and Profits (see instructions)Im portant : Enter the amounts on lines 1 throug h 5c in functional currency .

1 Current year net income or ( loss) per foreign books of account 1 0

2 Net adjustments made to line 1 to determine current

earnings and profits according to U S financial and tax Net Net

accounting standards ( see instructions ) Additions Subtractions

a Capital gains or losses

b Depreciation and amortization

c Depletion

d Investment or incentive allowance

e Charges to statutory reserves

f Inventory adj ustments

g Taxes

h Other ( attach schedule ) STMT 9 23 , 027 , 125 20 , 258 , 623

3 Total net additions 23 , 027 , 125

4 Total net subtractions 20 , 258 , 623

5a Current earnings and profits ( line 1 plus line 3 minus line 4) 5a 2 , 768 , 502

b DASTM gain or (loss ) for foreign corporations that use DASTM (see instructions) 5b

c Combine lines 5a and 5b 5c 2 , 768 , 502

d Current earnings and profits in U S dollars ( line 5c translated at the appropriate exchange rate as

defined in section 989(b) and the related regulations (see instructions )) 5d 2 , 7 6 8 , 502

Enter exchange rate used for line 5d ► 1 . 0 0 0 0

Schedule I Summary of Shareholder 's Income From Foreign Corporation (see instructions)

I Subpart F income ( line 38b , Worksheet A in the instructions ) 1 2 , 768 , 502

2 Earnings invested in U S property (line 17, Worksheet B in the instructions) 2

3 Previously excluded subpart F income withdrawn from qualified investments (line 6b , Worksheet C

in the instructions) 3

4 Previously excluded export trade income withdrawn from investment in export trade assets (line 7b,

Worksheet D in the instructions) 4

5 Factoring income 5

6 Total of lines 1 through 5 Enter here and on your income tax return See instructions 6 2 , 768 , 502

7 Dividends received ( translated at spot rate on payment date under section 989 ( b)(1)) 7

8 Exchange g ain or ( loss ) on a distribution of p reviously taxed income 8

Yes No

• Was any income of the foreign corporation blocked? X

• Did any such income become unblocked during the tax year (see section 964(b))? q X

If the answer to either question is "Yes." attach an explanation

Form 5471 (Rev 12-2005)

DAA

S'CH9DULE J Accumulated Earnings and Profits (E&P)(Form 5471) of Controlled Foreign Corporation(Rev December 2005)Department of the TreasuryInternal Revenue Service ► Attach to Form 5471. See I nstructions for Form 5471.

OMB No 1545-0704

Name of person filing Form 5471 Identifying number

GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911Name of foreign corporation

GEISINGER ASSURANCE COMPANY, LTD.

( a) Post- 1986 Un - ( b) Pre - 1987 E&P ( c) Previously Taxed E&P ( see instructions ) ( d) Total SectionImportant : Enter

distributed Earnings Not Previously ( sections 959 ( c)(1) and ( 2) balances) 964(a) E&Pamounts in func-

(post-86 section Taxed (pre-87 sec (i) Earnings Invested ( it) Earnings Invested ( combine columnstional currency

959(c )( 3) balance) 959(c)(3) balance) in U S Property in Excess PassiveAssets

( ni) Subpart F Income ( a), (b), and (c))

1 Balance at be-

ginning of year 8 723 770 8 , 723 , 7702a Current year

E&P 2 , 768 , 502b Current year

deficit in E&P

3 Total current

and accumulated

E&P not pre-

viously taxed

(line 1 plus line 2a

or line 1 minus

line 2b ) 2 , 768 , 502 04 Amounts included

under section

951(a ) or reclas-

sified under sec-

tion 959(c) in

current year

5a Actual distribu-

tions or reclas-

sifications of

previously taxed

E&P

b Actual distribu-

tions of nonpre-

viously taxed E&P

6a Balance of pre-

viously taxed E&P

at end of year

(line 1 plus line 4,

minus line 5a ) 8 , 723 , 770

b Balance of E&P

not previously

taxed at end of

year ( line 3 minus

line 4, minus line

5b) 2 , 768 , 502 07 Balance at end

of year (Enter

amount from line

6a or line 6b,

whichever is

applicable ) 2 , 768 , 502 0 0 0 8 , 723 , 770 11 492 272

For Paperwork Reduction Act Notice, see the Instructions for Form 5471. Schedule J (Form 5471 ) (Rev 12-2005)

DAA

s't;H'cth LE M I Transactions Between Controlled Foreign Corporation(Form 5471) and Shareholders or Other Related Persons OMB No 1545-0704(Rev December 2005)Department of the TreasuryInternal Revenue Service ► Attach to Form 5471. See Instructions for Form 5471.

Name of person filing Form5471 Identifying number

GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911Name of foreign corporation

GEISINGER ASSURANCE COMPANY, LTD.

Important: Complete a separate Schedule M for each controlled foreign corporation Enter the totals for each type of transaction that

occurred during the annual accounting period between the foreign corporation and the persons listed in columns (b) through (f) All amounts

must be stated in U S dollars translated from functional currency at the average exchange rate for the foreign corporation's tax year See

Instructions

Enter the relevant functional currency and the exchange rate used throughout this schedule ► U . S . DOLLAR 1.0000

(a) Transactionsof

foreign corporation

( b) U S person

filing this return

(c) Any domesticcorporation or

partnership controlledby U S person filing

this return

(d) Any other foreigncorporation or

partnership controlledby U S person filing

this return

( e) 10% or more U Sshareholder of controlled

foreign corporation(other than the U S

person film this return )

(f) 10% or more USshareholder of any

corporationcontrolling the

forei g n cor oration

I Sales of stock in trade

(inventory)

2 Sales of property rights

(patents, trademarks, etc )

3 Compensation received for tech-

nical, managerial , engineering,

construction , or like services

4 Commissions received

5 Rents, royalties , and license

fees received

6 Dividends received ( exclude

deemed distributions under

subpart F and distributions of

previously taxed income)

7 Interest received

8 Premiums received for insur-

ance or reinsurance 13 , 735 , 011

9 Add lines 1 throu g h 8 13 , 735 , 011

10 Purchases of stock in trade

(inventory)

11 Purchases of tangible property

other than stock in trade

12 Purchases of property rights

(patents, trademarks, etc )

13 Compensation paid for tech-

nical, managerial , engineering,

construction , or like services 221 , 000

14 Commissions paid

15 Rents, royalties , and license

fees paid

16 Dividends paid

17 Interest paid

18 Add lines 10 throug h 17 221 , 000

19 Amounts borrowed (enter the

maximum loan balance during

the year) - see instructions

20 Amounts loaned (enter themaximum loan balance during

the year ) - see instructions

For Paperwork Reduction Act Notice, see the Instructions for Form 5471. Schedule M (Form 5471 ) (Rev 12-2005)

DAA

GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911GEISINGER ASSURANCE COMPANY, Ltd.Form 5471 - Information Returns of U.S . Persons With Respect to Certain Foreign CorporationsFor the period 07/01/2005 - 06/30/2006

STATEMENT 1 - FORM 5471 - Schedule C. Line 8 - Other Income:

Premiums written 12,223,911

Reinsurance premiums assumed 8,034,712

Reinsurance premiums ceded (6,523,612)

Total Other Income 13,735,011

STATEMENT 2 - FORM 5471 - Schedule C. Line 16 - Other Deductions:

Underwriting ExpensesLosses incurred 16,503,523Total Underwriting expenses 16,503,523

Administrative ExpensesManagement fee 45,000Registered office fee 1,100

Legal fees 10,178Consulting Fees (recoveries) (24,750)Investment Fees 2,095Intercompany expense - Corporate 221,000Travel and Meeting expenses 21,108

Audit fees 32,500Government fees 10,508Communications 3,125Bank charges 8,297

Total Administrative Expenses 330,161

Total Other Deductions

STATEMENT 3 - FORM 5471 - Schedule F, Line 4 - Other Current Assets:

Amount due from ParentPrepaid insurances

Total Other Current Assets

STATEMENT 4 - FORM 5471 - Schedule F . Line 7 - Investments:

CostUnrealized market value fluctuation

Total Investments

Beginning of annualaccounting period

05,614

16,833,684

End of annualaccounting period

800,0005,713

5,614 805,713

Beginning of annual End of annualaccounting period accounting period

89,139 ,946 76,514,456848,680 (1,508,336)

89,988 ,626 75 ,006,120

^, . 'I V

GEISINGER HEALTH SYSTEM FOUNDATIONGEISINGER ASSURANCE COMPANY, Ltd.Form 5471 - Information Returns of U.S. Persons With Respect to Certain Foreign CorporationsFor the period 07/01/2005 - 06/30/2006

STATEMENT 5 - FORM 5471 - Schedule F. Line 12 - Other Assets:

Accrued interest


759,121 722,731

759,121 722,731

STATEMENT 6 - FORM 5471 - Schedule F, Line 15 - Othe r C u rrent Liabilities:


Payable for Securities Purchased 506,439 0506,439 0

STATEMENT 7 - FORM 5471 - Schedule F . Line 17 - Other Liabilities:

Reserve for losses and loss adjustment expense andretrospective premium adjustments 88,763,732 78,213,109

Total Other Liabilities 88,763,732 78,213,109

23-1995911

STATEMENT 8 - FORM 5471 - Schedule F. Line 19 - Paid-in or Capital Surplus:

AccumulatedAdditional Other

Share Paid-in ComprehensiveCapital Capital Income (Loss) Total

Balances at June 30 , 2004 120,000 1,100,000 (248,352) 971,648

Other comprehensive income for the year 0 0 1,097,032 1,097,032

Balances at June 30 , 2005 120,000 1,100,000 848,680 2,068,680

Additional paid-in capital 0 1,500,000 0 1,500,000

Other comprehensive loss for the year 0 0 (2,357,016) (2,357,016)

Balances at June 30, 2006 120,000 2,600,000 (1,508,336) 1,211,664

STATEMENT 9 - FORM 5471 - Schedule H . Line 2h - Other Adjustments:

Additions Subtractions

Losses incurred 16,503,523

Reinsurance premiums ceded 6,523,612

Reinsurance premiums assumed 20,258,623

Total Other Adjustments 23,027,135 20,258,623

GEISINGER HEALTH SYSTEM FOUNDATION

SCHEDULE 1 - FORM 990. Page 1. Line 8 - Gain or loss from sale of assets other than inventory:

Asset Description

Realized gain / loss on the sale of securities (1)

23-1995911

AccumulatedSales Proceeds Cost Depreciation Gain / Loss

12,946,356 0 0 12,946,35612,946,356 0 0 12,946,356

(1) Generally, Geisinger Health System Foundation does not own individual securities, they own an interest in a pool ofinvestments. The realized gain reported represents an amount allocated from the investment pools.

SCHEDULE 2 - FORM 990, Page 1. Line 9 a,b,c - Special Events and Activities:

MOTORCYCLE PRO-AM TOTALMIRACLE MIRACLE GOLF OTHER FUND

EVENT BALL TOUR TOURNAMENT FUNDRAISERS RAISERS

Gross Receipts 146,403 64,976 52,283 715,636 979,298Less.Contnbutions 90,928 49,358 22,088 542,659 705,033

Line 9a - Gross Revenue 55,475 15,618 30,195 172,977 274,265Line 9b - Direct Fund Raising Expenses 26,658 47,088 14,066 194,710 282,522

Net Income/(Loss) 28,817 (31,470) 16,129 (21,733) (8,257)

SCHEDULE 3 - FORM 990, Page 1. Line 20 - Other Changes in Net Assets or Fund Balance:

Investment in SubsidiariesRecognition of unrealized gain/(loss ) on investmentsNet Transfer from Affiliates - Geisinger Medical CenterNet Transfer from Affiliates - Geisinger Health PlanNet Transfer from Affiliates - Geisinger Wyoming Valley Medical CenterNet Transfer from Affiliates - Geisinger System ServicesTransfer to Affiliate - Geisinger Community Health ServicesTransfer to Affiliate - Geisinger ClinicTransfer to Affiliate - Geisinger South Wilkes-Barre

Total

SCHEDULE 4 - FORM 990, Page 2. Part II - Line 22: Grants and Allocations:

Geisinger ClinicGeisinger Medical CenterGeisinger Wyoming Valley Medical CenterGeisinger System ServicesGeisinger Community Health ServicesGeisinger South Wilkes-BarreMarworthGeisinger Medical Management Corporation

Total

(1,329,758)4,021,949

107,700,00028,900,0005,100,0001,000,000(9,300,000)

(20,834,828)(31,133,355)84,124,008

3,605,5952,925,894203,513196,44934,50015,6513,665200

6,985,467

• GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911

SCHEDULE 5 - FORM 990. Page 2. Part II - Line 25: Compensation of Officers. Directors, etc.:

(A) (B) (C) (D)

Contributions toEmployee BenefitPlans & Deferred Expense AccountCompensation & Other Program Manangement

NAME Compensation Plans Allowances Total Services & General Fundraising

ARNOLD AMBROSIP 168,625 23,409 3,715 195,749 0 98,525 97,224HOMER WIEDER 138,648 30,312 1,460 170,420 0 85,777 84,643

307,273 53,721 5,175 366,169 0 184,302 181,867

SCHEDULE 6 - FORM 990, Page 2. Part II -Line 42: Depreciation. Depletion. Etc.:

ManagementProgram and

Total Services General FundraisingEquipment 3,006 1,784 570 652Computer Hardware 4,396 2,610 834 952

7,402 4,394 1,404 1,604

SCHEDULE 7 - FORM 990. Page 2. Part II - Line 43: Other Expenses:

ManagementProgram and

Total Services General Fundraising

AdvertisementsBank feesBooks and MagazinesCommercial InsuranceComputer Equipment-MinorComputer SoftwareConsulting FeesContribution ExpenseDuesGuest LecturerIntercompany ExpensesLicense & FeesOutside Purchased ServicesSeverance and Early RetirementTaxes Otherne 43-Other Expense

66,564 0 0 66,5648,252 0 0 8,252128 0 0 128

144,489 0 142,931 1,5585,322 4,788 0 5341,234 871 0 363

153,438 0 0 153,438268,584 268,584 0 047,957 29,970 1,453 16,53410,850 10,850 0 0

2,250,288 1,170,272 374,315 705,7011,850 0 0 1,850

379,928 189,684 75,000 115,24436,094 0 36,094 0

166 0 166 03,375,144 1,675,019 629,959 1,070,166

GEISINGERHEALTH SYSTEM

GEISINGER HEALTH SYSTEM FOUNDATIONCOMMUNITY BENEFIT

JULY 1, 2005 - JUNE 30, 2006

SCHEDULE82005 FORM 990

STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS &RELATIONSHIP OF ACTIVITIES TO THE ACCOMPLISHMENT OF EXEMPT PURPOSES


1. Mission

Geisinger Health System Foundation was organized for the purpose of conducting exclusively charitable,scientific and educational activities including, directly or indirectly, supporting, operating for the benefit of,performing the functions of, or carrying out the purposes of, Geisinger Medical Center or any otherorganization affiliated with the Corporation which qualifies as an exempt organization under Sections 501(c)(3)and 509(a)(1), 509(a)(2), 509(a)(3) or 115 of the Internal Revenue Code. The Foundation engages in activitiesproperly related to the foregoing, including the solicitation of funds from individuals, corporations and otherorganizations for financing the services to be provided.

H. GENERAL INFORMATION

Geisinger Health System Foundation (the Foundation), a 501(c)(3) not-for-profit corporation, is the parentorganization of the various Geisinger Health System entities. Its 15-member governing board oversees thecollective efforts of the fourteen Geisinger Health System affiliated entities (nine not-for-profit entities, fourfor-profit entities and one foreign corporation) and their activities in health care and related businesses. TheFoundation is involved with initiating and administering grant and philanthropic support programs for all theGeisinger Health System not-for-profit entities. The thirteen affiliated entities of Geisinger Health SystemFoundation are:

Geisinger Medical Center (GMC) is a regional referral tertiary healthcare medical center located inDanville, Pennsylvania, a predominately rural area of northeastern and central Pennsylvania. GMCoperates a Level 1 Regional Resource Trauma Center as designated by the Pennsylvania TraumaSystems Foundation. This designation is based on the provision of comprehensive trauma care 24 hoursa day and the provision of outreach, educational, and research programs in trauma care. The traumacenter includes Life Flight, a rapid response helicopter retrieval program. Also part of GMC are the JanetWeis Children's Hospital and the Women's Health Pavilion, in addition to treatment centers for cancer,kidney transplants, heart and neurological disease and infertility.

n Geisinger Wyoming Valley Medical Center (GWV) is a acute care open staff community hospital andreferral medical center in Wilkes-Barre, Pennsylvania. GWV offers 24-hour comprehensive emergencyservice, medical and surgical units, maternity programs, pediatric care and complete cancer treatment atthe Frank M. and Dorthea Henry Cancer Center.

The Heart Hospital at Geisinger Wyoming Valley Medical Center opened in November 2001. It isdedicated to bringing the latest technology used in the treatment of heart disease to the people of theWyoming Valley. The Cadiac Cath lab offers the most advanced techniques available to patients withheart disease including a 24 hour per day primary angioplasty program, Angiojet Therapy,Brachytherapy,and the use of a Cutting Balloon to repair blocked vessels. Connected to Geisinger Wyoming ValleyMedical Center by two walkways, the Heart Hospital offers a full range of services including ancillaryCardiac testing, physician office space, as well as a nine bed step-down unit, and cardiac rehabilitation,and an eight bed outpatient unit used for pre and post Cardiac Cath recovery.

Geisinger South Wilkes-Barre (GSWB) is a general medical and surgical acute care hospital located inWilkes-Barre, Pennsylvania. The hospital, formerly The Mercy Hospital of Wilkes-Barre, has served theWilkes-Barre area for over 100 years. It has a total licensed bed capacity of 191 beds. It's key servicesinclude: general medical and surgical care, general intensive care, cardiac intensive care, a cardiologydepartment, open-heart surgery, neurology department, pediatric medical and surgical care, anorthopedic department, and a 24-hour emergency room, in addition to many specialized services.

SCHEDULE 8

Page 2 of 6


II. GENERAL INFORMATION (Continued):

Geisinger Clinic (the Clinic) consists of multi-specialty physician group practices employing over 600physicians practicing at 56 sites in 45 communities throughout northeastern and central Pennsylvania.Some sites are doctor's offices located in the small towns of the region; others are clinics with diagnosticcapabilities and pharmacies on the premises. Geisinger Clinic is dedicated to improving the health of thepeople of Pennsylvania through an integrated system of health services based upon a balanced programof patient care, education, and research.

Geisinger System Services (GSS) is a cost-effective centralized provider of management andconsultative services to other entities within the Geisinger Health System. Services provided include:communication and public relations, facilities planning and management, financial services, humanresources, information systems, internal audits, legal services, market planning, materialmanagement, employee benefit administration, mail services, reprographics, risk management,cafeteria, laundry, and telecommunications.

• Geisinger Assurance Company, Ltd. (GAC) is a wholly owned subsidiary of Geisinger Health SystemFoundation licensed in Grand Cayman, British West Indies. The principal activity of GAC is thereinsurance, on a claims made basis, of a retrospectively rated professional liability insurance policyissued by an unrelated insurance company based in the United States of America to GeisingerAssurance Company's shareholder and certain affiliates.

n Geisinger Insurance Corporation, Risk Retention Group - registered by the PA Insurance Dept. toprovide primary professional liability coverage for several entities of GHS.

n Valley Surgery Center, Inc., a Pennsylvania business corporation and wholly owned subsidiary ofGeisinger Medical Management Corporation, is a high-tech, multispecialty surgical facility located outsidethe city limits of Wilkes-Barre, Pennsylvania, approximately one mile from GWV. Valley Surgery Center,Inc. offers a range of services including plastic surgery, ophthalmology, general surgery andorthopaedics.

n Geisinger Medical Management Corporation (GMMC) provides pharmacy contract management servicesto healthcare providers both inside and outside the Geisinger Health System. Services offered includeprescription centers, management and staffing services, and other professional and ancillary servicessuch as registered dieticians, ultrasound technologists, radiation safety, transcription staff, andmanagement services through contract relationships with other healthcare providers or related GeisingerHealth System entities.

Geisinger Community Health Services (GCHS) provides community health services throughoutnortheastern and central Pennsylvania. GCHS is based in Danville, Pennsylvania with branch facilities inboth the Wilkes-Barre and Hershey areas. GCHS offers skilled nursing, home health aides, MSW,physical therapy, occupational therapy, speech therapy, home infusion therapy and respiratory therapy.In addition, GCHS manages the utilization and clinical program development relating to the provision ofhome care throughout the entire area serviced by GHP and employs a staff of salaried physicians whoprovide occupational health services.

SCHEDULE 8

Page 3 of 6

SCHEDULE 82005 FORM 990

II. GENERAL INFORMATION (Continued):

Marworth (MW) provides nationally recognized alcohol and chemical detoxification and rehabilitationtreatment programs in Waverly, Pennsylvania. Marworth is licensed by the Pennsylvania Department ofHealth, Bureau of Drug and Alcohol Programs, and is accredited, with commendation, by the JointCommission on Accreditation of Healthcare Organizations. Marworth offers individualized 12-steptreatment programs in addition to a special Dual Diagnosis Treatment Program and special programs forLaw Enforcement Professionals and Healthcare Professionals.

n Geisinger Health Plan (GHP) is the largest rural Health Maintenance Organization (HMO) in the nation.GHP has over 213,000 Pennsylvanians enrolled. From individuals and families enrolled in the basichealth-maintenance program, including a Medicare alternative, to business subscribers who can choosea custom-designed point-of-service plan or small business insurance plan. GHP's managed care patientsbenefit from their focus on education, disease prevention and wellness.

n Geisinger Indemnity Insurance Company (GIIC) is a Pennsylvania business corporation that is a whollyowned subsidiary of Geisinger Health System Foundation and offers indemnity health insurance.

International Shared Services, Inc. (ISS) is one of the largest independent medical equipmentmaintenance, installation, planning and consulting services groups headquartered in the Mid-Atlanticregion. ISS is dedicated to the cost-effective improvement of patient care, safety and hospital operationsthrough consulting services, training of medical maintenance engineers and planning, design andexecution of medical equipment maintenance programs. ISS employs specialists devoted exclusively toasset management and high technology equipment services including asset management programs,clinical engineering & biomedical services, imaging equipment services, clinical equipment informationservices, sterilizer equipment services, gas analysis services, and computer services.

Hershey Medical Center (HMC) is a corporation for purposes of accounting reconcilement of outstandingliabilities only and is no longer an operating entity. On November 18, 1999, the GHS Board of Directorsannounced plans to unwind the affiliation that created the Penn State Geisinger Health System.Geisinger and the clinical operations of the Hershey Medical Center, including the associated FacultyPractice Plan of Penn State University, returned to two separate organizations effective July 1, 2000, withsome affiliations and collaborations remaining in place.

III. CHARITABLE ALLOCATIONS

In carrying out its charitable mission to the Geisinger Health System affiliated exempt organizations, GeisingerHealth System Foundation contributed $6,985,269 to its affiliated exempt organizations during the fiscal yearended June 30, 2006 as follows:

n Geisinger Medical Center $ 2,925,894• Geisinger Clinic 3,605,597n Geisinger System Services 196,449• Geisinger Wyoming Valley Medical Center 203,513• Marworth 3,665n Geisinger South Wilkes-Barre 15,651n Geisinger Community Health Services 34,500

Total $6,985,269

SCHEDULE 8

Page 4 of 6


IV. COMMUNITY HEALTH, EDUCATION, AND OUTREACH

The Geisinger Health System Foundation Board of Directors recognizes that, as a not-for-profit charitableorganization, the Foundation and its affiliates have a mission to advance the welfare of the community. Inthis regard, the Foundation made the following charitable contributions to the community during the fiscalyear ended June 30, 2006:

n Provided in-kind fund raising assistance to the Ronald McDonald House in Danville.

n Assisted with fundraising and provided full time administrative support for Camp DOST, a one-weekcamp for cancer patients.

n Contributed $60,000 to March of Dimes PA Prematurity campaign

n Funded scholarships of $44,303 to assist Geisinger Health System employees with their continuingeducation in a health profession.

n Contributed a total of $32,800 to programs that provide camping experiences to seriously ill childrenincluding Camp Ability, Camp Chameleon, Camp Dost, Camp Echo, Camp Emerge, Camp Horizon,Camp Kydnie, Camp Spifida, and Camp Seteboid.

n Supported area organizations with cash and in-kind charitable contributions of $187,163. Theserecipient organizations included but were not limited to:American Cancer Society Lock Haven Area YMCAAmerican Heart Association Lupus Foundation of PAAmerican Red CrossAnti-Defamation League of Eastern PABarrett Friendly LibraryBerwick Area YMCA

Luzerne FoundationMoshannon Valley Emergency

NEPA PhilharmonicOsterhout Free Library

Berwick Health & Wellness FundBloomsburg Hospital

Boys & Girls Clubs of NE PACatholic Youth CenterCentral PA Forum for the Future

Centre County Community Foundation IncChesapeake Bay FoundationClearfield Foundation for HealthColumbia-Montour Council - Boy ScoutsDanville Area Community CenterDanville Area Community Foundation

Danville Area School DistrictDanville Area United WayDanville Iron Heritage FestivalDonald Heiter Community Center

Evangelical Community HospitalFoundation for Free Enterprise EducationFoundation of Pennsylvania Medical SocietyGarden Valley Youth TriathlonGirl Scouts of Penn's Woods Council

Pennsylvania Academy of Family PhysiciansPennsylvania Environmental CouncilPennsylvania Office of Rural Health

Pocono Family YMCAPocono Mountains Chamber of CommercePocono Northeast Triathlon AssociationProvidence Health System FoundationRonald McDonald House of DanvilleSchuylkill County Council for Arts

Scranton UNICO FoundationSerento GardensShamokin Area Community Hospital

State College Area YMCASunbury RevitalizationSun Home Health CharitySuncom Industries IncThe Foundation for Mount Nittany Medical Center

The Healthy Northeast PA InitiativeThe Salvation Army

Union County Veteran's Foundation

SCHEDULE 8

Page 5 of 6


IV.

V.

VI.

VII.

COMMUNITY HEALTH, EDUCATION, AND OUTREACH (Continued):

Greater Susq. Valley Chamber of CommerceGreater Susquehanna Valley United WayGreater Susquehanna Valley YMCAHospice of the Sacred Heart

Jewish Federation of Greater Wilkes-BarreKiwanis

United Way DanvilleUnited Way of Wyoming CountyWilkes-Barre Family YMCA

Wilkes UniversityWisconsin Heart HospitalWVIA

VOLUNTEER SERVICES

The volunteers of the Geisinger Health System Foundation are an active and vital part of the activities of theFoundation. The hours of volunteer services are an important contribution to the mission of Geisinger HealthSystem Foundation. During the fiscal year ended June 30, 2006, volunteers contributed more than 1,800hours of service.

Volunteers from the Health System, local businesses, and the community contributed services for manyactivities including the Auction, Children's Miracle Network Telethon, Carnival, Motorcycle Miracle Tour,Caring for Kids, Daily Item/Weis Golf Tournament, Pro-Am Golf Tournament, and numerous other fund raisingevents. Some of the services they provided included cash control, telephone answering, manning carnivalbooths, serving food and accounting services.

In additional, many businesses and individuals donated physical property or the use of such property to assistthe Foundation in carrying out its charitable mission. During the fiscal year ended June 30, 2006, theFoundation was the recipient of $47,637 in property. Such property included items for the auction, golftournament and Gift Certificates. Foundation was also able to use, free of charge, property and servicesvalued at approximately $129,571. This included advertising, printing, golf instructor and television stations.

COMMUNITY SERVICE SUMMARY

Charitable Allocations $6,985,269Other Charitable Contributions 324,266Volunteer Services (valued at 01/01/2006 statewide average weekly wage) 34,279

Total 7,343,814

STATISTICSGEISINGER HEALTH SYSTEM FOUNDATION

Children's Miracle Network Telethon Funds Generated*FY 2005/2006$2,420,240

'Reflects the Danville, Binghamton and Johnstown/Altoona Telethons Reflects numbers as reported dunng the telethons

SCHEDULE 8

page 6 of 6


SCHEDULE 9 - FORM 990 , Page 4. Part IV - Line 54: Investments-Securities:

Assets whose use is limited:By Board:

Market Equity Security (2)Corporate Debt ObligationsU.S. Gov't & AgenciesFixed IncomeEquity FundBank Deposits (1)

By Donor:Market Equity Security (2)Corporate Debt ObligationsU.S. Gov't & AgenciesFixed Income

Equity FundBank Deposits (1)

Assets held in trust:Market Equity Security (2)Corporate Debt ObligationsMunicipal BondsU.S. Gov't & AgenciesFixed Income

Equity FundBank Deposits (1)

Unrestricted Assets.Corporate Debt ObligationsU.S. Gov't & AgenciesFixed IncomeBank Deposits (1)

41,395,00533,354,95227,951,39119,420,500

108,187,2047,216,925

11,608,0559,337,4677,824,7816,808,905

33,464,4292,242,868

3,633,776309,176

1,618309,446

3,324,5015,228,268571,194

645,643383,652

4,382,5501,131,003 6,542,848

328,733,309

23-1995911

MARKET

237,525,977

71,286,505

13,377,979

(1) Bank deposits include amounts invested in certificates of deposits, money market funds,

daily cash management accounts, cash overdrafts, short term investment funds

(2) No one holding represents 5% or more of the outstanding shares of stock of the same class.

SCHEDULE 10 - FORM 990, Page 4. Part IV - Line 56: Investments-Other:

Geisinger Indemnity Insurance Company 5,897,270Geisinger Medical Management Corporation 13,145,196Geisinger Assurance Company, Ltd. 2,721,440Geisinger Quality Options 2,000,000

23,763,906

SCHEDULE 11 - FORM 990 , Page 4, Part IV - Line 57: Land, Buildings , & Equipment:

Accumulated Net

Cost Depreciation Book ValueEquipment 139,162 111,166 27,996Computer Hardware 23,141 19,220 3,921

162,303 130,386 31,917


SCHEDULE 12 - FORM 990, Page 4, Part IV - Line 64a: Tax Exempt Bond Liabilities:

Geisinger Health System Foundation is currently the sole obligor under a series of bond issues with

a total outstanding balance of $320,061,232, inclusive of unamortized original issue discount, as of

June 30, 2006. These liabilities are reflected on the balance sheets of Geisinger Medical Center,

Geisinger Wyoming Valley Medical Center, Geisinger Clinic, Marworth, Geisinger System Services,

and Geisinger Community Health Services because the bond proceeds have been lent to these

affiliate organizations

SCHEDULE 13 - FORM 990, Page 4, Part IV - Line 64b: Mortgages and Other Notes Payable:

Lender Mercy Health Partners - Northeast Pennsylvania Region

Relationship None

Original Amount Borrowed $ 21,133,355

Balance Due at Year-end $ 21,442,311

Date of Note 12/1/05

Maturity Date 5/31/26

Repayment Terms Annual payments of $1,700,000, including interest

Interst Rate 4.79%

Secruity Provided by Borrower None

Purpose of Loan Purchase of hospital

Deception & FMV of Consideration Furnished by Lender Cash - $21,133,355

SCHEDULE 14 - FORM 990, Page 4, Part IV - Line 65: Other Liabilities:

Annuities PayableDue to AffiliatesTotal Line 65, Other Liabilities

4,637,953592,472

5,230,425

SCHEDULE 15 - FORM 990, Page 5, Part IV-A & IV-B - Lines a(4), d(2), Other:

Part IV-A - Line b(4).

Numbers are stated in thousands.

Special fund raising expenses recorded on Line 9b 283

Net transfers to/from affiliate recorded on Line 20 81,432

Transfers from GHSF Restricted Fund to Unrestricted Fund 40482,119

Part IV-B - Line b(4):

Special fund raising expenses recorded on Line 9b 283

Equity in Subsidiaries recorded on Line 20 1,330

Transfers from GHSF Restricted Fund to Unrestricted Fund 4042,017


SCHEDULE 16 - FORM 990 , Pane S . Part V-A Current Officers, Directors . Trustees, and Key Employees*

(A) (B) (B) (C) (D) (E)

AVERAGE CONTRIBUTIONS TOHOURS PER EMPLOYEE BENEFIT EXPENSE ACCOUNT &

NAME & ADDRESS TITLE WEEK COMPENSATION I"I PLANS & DEFERRED ^xc)OTHER ALLOWANCESDEVOTED TO

COMPENSATION I"IPOSITION ( d)

WILLIAM H ALEXANDER DIRECTOR 2 0 0 0

ARNOLD AMBROSIA KEY EMPLOYEE 40 168,625 23,409 3,715

CHIEF DEVELOPMENT OFFICER

DORRANCE R BELIN, ESO DIRECTOR 2 0 0 0

KEVIN F BRENNAN EXECUTIVE VICE-PRESIDENT, FINANCE 40 0 0 0

TREASURER

KAREN E DAVIS. Ph D DIRECTOR 2 0 0 0

E ALLEN DEAVER DIRECTOR 2 0 0 0

DAVID J FELICIO ESO CHIEF LEGAL OFFICER 40 0 0 0

SECRETARY

WILLIAMJ FLOOD DIRECTOR 2 0 0 0

RICHARD J GILFILLAN, M D EXECUTIVE VICE-PRESIDENT, INSURANCE OPERATIOI (1) 40 0 0 0

WILLIAM R GRUVER DIRECTOR 2 0 0 0

BRUCE H HAMORY M D EXECUTIVE VICE-PRESIDENT. 40 0 0 0

CHIEF MEDICAL OFFICER

LEO M HENIKOFF, M D DIRECTOR 2 0 0 0

FRANK M HENRY CHAIRMAN OF THE BOARD 2 0 0 0

DIRECTOR

KEVIN KERESTUS KEY EMPLOYEE 40 0 0 0

INTERNAL AUDIT

THOMAS H LEE. JR. M D DIRECTOR (3) 2 0 0 0

LISA M LONGENBERGER ASSISTANT SECRETARY ( 2) 40 0 0 0

JOEL S MINDEL, M D. PhD DIRECTOR 2 0 0 0

ARTHUR M PETERS JR, ESO DIRECTOR 2 0 0 0

ROBERT E POOLE DIRECTOR (3) 2 0 0 0

DON A ROSINI DIRECTOR 2 0 0 0

GARY A SOJKA, PhD DIRECTOR 2 0 0 0

GEORGE B SORDONI DIRECTOR 2 0 0 0

GLENN D STEELE JR, M D PhD PRESIDENT 40 0 0 0

CHIEF EXECUTIVE OFFICER

DIRECTOR

RICHARD L TAMBUR DIRECTOR (4) 2 0 0 0

FRANK J TREMBULAK EXECUTIVE VICE-PRESIDENT 40 0 0 0

CHIEF OPERATING OFFICER

JOANNE E WADE EXECUTIVE VICE-PRESIDENT. 40 0 0 0

STRATEGIC PROGRAM DEVELOPMENT

HOMER WIEDER KEY EMPLOYEE 40 138 ,648 30.312 1.460

SENIOR CONSULTANT

SENIOR VICE-PRESIDENT , DEVELOPMENT EMERITUS

SCHEDULE 18I oft


SCHEDULE 16 - FORM 990 , Page 5 , Part V-A Current Officers. Directors . Trustees, and Key Employees

(A) (B) (B) (C) (D) (E)

AVERAGE CONTRIBUTIONS TOHOURS PER EMPLOYEE BENEFIT EXPENSE ACCOUNT &

NAME & ADDRESS t't TITLE WEEK COMPENSATION"') PLANS & DEFERRED OTHER ALLOWANCES 10x`1DEVOTED TOPOSITION (d)

COMPENSATION I"t

Key employees are determined based upon the IRS's definition of "key employee' Per the Form 990 instructions. a key employee is defined as someone who has the duties of an officer Per IRS

Regulations, an officer is someone who regularly exercises general authority to make adnunistrative policy decisions on behalf of the organization However, a person that has authority to recommend

a policy decision. but needs approval from a supenor to implement the decision. is not defined as an officer

FOOTNOTES

t't Officers, Directors and Key Employees may be contacted at the following address

Geisinger Health System Foundation

Go Department of Legal Services

100 North Academy Avenue M C 30-21

Danville, Pa 17822

t°I Geisinqer Health System Foundation has elected to report compensation information based on Calendar Year 2005

t`t Does not include reimbursements for reasonable and necessary business expenses that are accountable to the organization

(')Average hours per week devoted to position for this organization and other related organizations as applicable

(1) Appointed effective July 25, 2005

(2) Removed effective December 15, 2005

(3) Appointed effective December 15, 2005

(4) Appointed effective September 15, 2005

SCHEDULE 162 of2


SCHEDULE 17 FORM 990 , Page 6. Part V-A Line 75c: Do any officers , directors , trustees , or key employees listed in Form 990 , Part V-A or highest compensated employees listed in Schedule A. Part I. or

highest compensated professional and other independent contractors listed in Schedule A. Part II-A or II-B receive compensation from any other organizations , whether tax exempt or taxable, that are

related to this organization through common supervision or common control?

PAYEE NAME RELATED ORGANIZATION NAME ORGANIZATION EIN RELATION COMPENSATION (a) BENEFITS (a) EXPENSES (a)(b) COMPENSATION DESCRIPTION

KEVIN F BRENNAN GEISINGER SYSTEM SERVICES 23-2164794 COMMON CONTROL 562,760 64,868 8,531 EMPLOYEE SALARY AND BENEFITS

DAVID J FELICIO. ESO GEISINGER SYSTEM SERVICES 23-2164794 COMMON CONTROL 260,919 61,504 0 EMPLOYEE SALARY AND BENEFITS

RICHARD J GILFILLAN, M D GEISINGER SYSTEM SERVICES 23-2164794 COMMON CONTROL 186,893 59,645 19,608 EMPLOYEE SALARY AND BENEFITS

BRUCE H HAMORY, M D GEISINGER CLINIC 23-6291113 COMMON CONTROL 630,924 63,114 3,584 EMPLOYEE SALARY AND BENEFITS

KEVIN KERESTUS GEISINGER SYSTEM SERVICES 23-2164794 COMMON CONTROL 134,815 32,828 0 EMPLOYEE SALARY AND BENEFITS

LISA M LONGENBERGER GEISINGER SYSTEM SERVICES 23-2164794 COMMON CONTROL 63,969 6,776 2,993 EMPLOYEE SALARY AND BENEFITS

GLENN D STEELE JR, M D PhD GEISINGER SYSTEM SERVICES 23-2164794 COMMON CONTROL 944 676 657,139 5,232 EMPLOYEE SALARY AND BENEFITS

FRANK J TREMBULAK GEISINGER SYSTEM SERVICES 23-2164794 COMMON CONTROL 689,213 63,578 3,993 EMPLOYEE SALARY AND BENEFITS

JOANNE E WADE GEISINGER SYSTEM SERVICES 23-2164794 COMMON CONTROL 577,604 57,544 6,797 EMPLOYEE SALARY AND BENEFITS

FOOTNOTES

t'i Geisinger Health System Foundation has elected to report compensation information based on Calendar Year 2005Jib) Does not include reimbursements for reasonable and necessary business expenses that are accountable to the organization

SCHEDULE 17

1 of 1

•i


SCHEDULE 18 - FORM 990, Page 6, Part VI: Response to Line 80: Is the organization related (otherthan. by association with statewide or nationwide organization) through common membership,governing bodies, trustees, officers, etc. to any other exempt or non-exempt organization?

Yes, Geisinger Health System Foundation, EIN 23-1995911, an organization described in sections 501 (c)(3),509(a)(1), and 170(b)(1)(A)(vi) of the Internal Revenue Code, is related to the entities listed below. The Board ofDirectors of Geisinger Health System Foundation elect the corporate members who, in turn, elect substantiallyall the members of the Board of Directors (and Presidents) of the following Pennsylvania not-for-profitcorporations:

Name IRC Status EIN

Geisinger Medical Center 501 (c)(3), 509 (a)(1) 24-0795959100 North Academy Avenue M.C. 30-50 170 (b)(1)(A)(iii)Danville, Pa 17822

Geisinger Clinic 501 (c)(3), 509 (a)(3) 23-6291113100 North Academy Avenue M.C 30-50Danville, Pa 17822

Geisinger Wyoming Valley Medical Center 501 (c)(3), 509 ( a)(1) 23- 19961501000 East Mountain Drive 170 (b)(1)(A)(iii)Wilkes-Barre , PA 18711

Marworth 501 (c)(3), 509 (a)(1) 23-2171417

Lily Lake Road 170 (b)(1)(A)(iii)Waverly, PA 18471

Geisinger Health Plan 501 (c)(4) 23-2311553

100 North Academy Avenue M.C. 30-50Danville, Pa 17822

Geisinger South Wilkes- Barre (Inc 07101/05, operational 12/01/05) 501 (c)(3), 509 (a)(1) 20-3152743

25 Church Street 170 (b)(1)(A)(iii)

Wilkes-Barre, Pa 18765

Hershey Medical Center (Non-operational since 0710120001) 501 (c)(3), 509 (a)(1) 23-2891807

100 North Academy Avenue M .C. 30-50 170 (b)(1)(A)(iii)

Danville, Pa 17822

Geisinger System Services 501 (c)(3), 509 (a)(3) 23-2164794

100 North Academy Avenue M.C. 30-50Danville, Pa 17822

Geisinger System Services is the parent corporation of:Geisinger Community Health Services 501(c)(3), 509(a)(2) 23-2967235100 North Academy Avenue M.C. 30-50Danville, Pa 17822

In addition, Geisinger Medical Center, Geisinger Wyoming Valley Medical Center, Geisinger Community

Health Services, Geisinger Clinic, and Geisinger South Wilkes-Barre are members of the following

Vermont not-for-profit corporation:

Name IRC Status EIN

Geisinger Insurance Co., Risk Retention Group 501 (c)(3), 509 (a)(3) 14-1909894

SCHEDULE 18

1 of 2


SCHEDULE 18 - FORM 990, Page 6 , Part VI: Response to Line 80: Is the organization related (otherthan, by association with statewide or nationwide organization ) through common membership,governing bodies , trustees , officers , etc. to any other exempt or non -exempt organization?

Furthermore, Geisinger Health System Foundation, in its capacity as sole, or majority shareholder, elects the

Boards of Directors of the following Pennsylvania Business Corporation:Name EIN

Geisinger Medical Management Corporation 23-2077663

Geisinger Medical Management Corporation, in its capacity as sole, or majority shareholder, elects the Boards

of Directors of the following Pennsylvania Business Corporations:Name EIN

International Shared Services, Inc. 23-2159597

Valley Surgery Center, Inc. 23-3082749

In addition, Geisinger Medical Management Corporation is a member of:

Name EIN

Clinical Community Pharmacy Corporation 56-2457548

(inactive Delaware Business Corporation)SureHealth , LLC 34-2021911

(Delaware Limited Liability Company)

SureHealth , LLC is the sole member of the following Delaware Limited Liability Companies:

Name

CCP Retail, LLC

SureHealth LTC, LLC

CareSite Pharmacy of Arizona, LLC

EIN

34-2021925

34-2021920

20-3788477

Geisinger Indemnity Insurance Company, EIN #23-2815174, and Geisinger Quality Options, Inc., EIN # 20-4275139, are wholly owned for-profit subsidiaries of Geisinger Health System Foundation.

Geisinger Assurance Company, Ltd. is a wholly owned foreign subsidiary corporation.

Similarly, the officers of Geisinger Health System Foundation may also serve in varying capacities as officersand directors of the above-described corporations.

In addition, Geisinger Medical Center, a wholly owned not-for-profit affiliate of Geisinger Health SystemFoundation owns a 50% interest in HealthSouth/GHS Limited Liability Company, EIN #72-1398803.

The following described trusts are established pursuant to the laws of Pennsylvania to fund professional liability

"self insurance" for affiliates of Geisinger Health System Foundation that are eligible and may elect to

participate:

NameGeisinger Medical CenterProfessional Liability Trust

Geisinger Excess CoverageProfessional Liability Trust

TrusteeNorthern Trust

Northern Trust

IRC Status EIN501 (c)(3), 509 (a)(3) 25-6220019

501 (c)(3), 509 (a)(3) 23-6852932

SCHEDULE 18

2 of 2


SCHEDULE 19 - FORM 990 , Page 8, Part IX : Information Regarding Taxable Subsidiaries:

Percentage

Name, Address, Employer Identification of Ownership Nature of Total End-of-Year

Number of Corporation or Partnership Interest Business Activities Income (1)(2) Assets ( 1 )

Geisinger Medical Management Corporation (3) 100% Medical

109 Woodbine Lane Management

Danville, PA 17822 Consultant

EIN 23-2077663

Geisinger Indemnity Insurance Company 100% Health Insurance

100 N Academy AvenueDanville, PA 17822

EIN 23-2815174

19,829,123 18 ,373,854

13,831,365 7,389,433

(1) For the taxable entity's year that ends with or within the exempt organization 's tax year

(2) Total income means the subsidiary 's total income as reported on its tax return (Line 11 Form 1120)

(3) Includes information from consolidated federal tax return Consolidated group includes Geisinger Medical Management Corporation,

23-2077663, International Shared Services , Inc, 23-2159597, Valley Surgery Center, Inc, 23-3082749, and Clinical Community

Pharmacy Company, 56-2457548.


SCHEDULE 20 - Form 990, Schedule A, Page 2, Part III , Question 2 a, b, c, d, e:

As shown on the preceding Schedule 18, Geisinger Health System Foundation is closely affiliated with several other organizations In the

normal course of the operations of these affiliated organizations there were numerous inter-organizational transactions, including sales,

exchanges and leases of property, extensions of credit, furnishing of goods, services and facilities, and transfers of assets, subject to

corporate, legal and/or regulatory limitations These inter-organization transactions promote the efficient operation of the various

organizations and the attainment of their tax-exempt purposes. These types of inter-organization transactions were described to the

Internal Revenue Service in a ruling application and were recognized by the National Office of the IRS in a senes of private rulings as

being entirely consistent with the organizations' tax-exempt status. Accordingly, Questions 2(a), (b), (c), and (e) have been answered

"no" with respect to these transactions, and, "yes" as to the other transactions described below, if any

Line Question Description

2(a) Sale, exchange or leasing of property

None

2(b) Lending of money or other extension of credit

None

2(c) Furnishing of goods, services, or facilities

PNC Bank serves as successor Trustee for The Abigail Geisinger

Trust Dorrance R Belin served in varying

capacities as a member, director and/or committee member for

Geisinger Medical Center and/or its affiliated entities.

This individual also served as a directors on the Advisory Board of

PNC Bank, National Association and PNC Bank, Northeastern

Pennsylvania. PNC Bank also held certain accounts for

Geisinger Health System Foundation and its affiliated entities

William H. Alexander served in varying capacities as a member,

director, and committee member for the Geisinger Health System

Foundation Board of Directors and other Geisinger Health System'

affiliated entities. For this reporting period, Mr. Alexander

served as a Director of Penn National Mutual Insurance Company,

which may provide insurance coverage to various Geisinger Health

System entities. Mr. Alexander also served as a Director for AAA

Central Penn Auto Club during this reporting period, which various

Geisinger Health System entities may be a member on behalf of

its couriers and delivery staff. Mr Alexander is a faculty member

at the University of Pennsylvania, which has student and research

contracts with Geisinger Clinic, Geisinger Medical Center,

Geisinger Wyoming Valley Medical Center and Geisinger

Community Health Services, affiliate entities of Geisinger Health

System Foundation.

E. Allen Deaver served in varying capacities as a director and/or

committee member of the Geisinger Health System Foundation

Board of Directors and a Member, director and/or committee

member of Geisinger Health System affiliated entities' Board of

Directors. For this reporting period, Mr Deaver served as a

Director for PP&L Resources. Geisinger Health System Foundation

SCHEDULE 20

1 of 4


SCHEDULE 20 - Form 990, Schedule A, Page 2, Part III , Question 2 a, b, c, d, e:

and its affiliated entities may purchase utility services from PP&L

Resources, or its affiliate entities.

William J Flood served in varying capacities as director,

and/or committee member of Geisinger Health System Foundation

and other Geisinger Health System affiliated entities.

For this reporting period, Mr Flood served as the Secretary/

Treasurer of Highway Equipment & Supply Co., which may from

time to time provide supplies to various Geisinger Health System

maintenance departments.

Joel S. Mindel, M.D., Ph.D. served as a director and committee

member of Geisinger Health System Foundation and other

Geisinger Health System affiliated entities A family member

of Dr. Mindel's is employed by Jennison with which Geisinger

Health System Foundation or its affiliate entities may have

investments

Arthur M. Peters, Jr., Esquire, served as director and committee

member of Geisinger Health System Foundation and also served as

Solicitor for FNB Bank, N A. Geisinger Health System Foundation

and other Geisinger Health System affiliated entities may from

time to time conduct business with FNB Bank, N A. Mr. Peters

also served as Solicitor for the Mahoning Township Sewer and

Water Authority and Mahoning Township Zoning Hearing Board.

Various entities of the Geisinger Health System make payments

from time to time for sewer assessment fees and under the terms

and conditions of a Community Assistance Agreement. Mr Peters

served as a member of the Trustee Leadership Steering Committee

for The Hospital and Health System Association of Pennsylvania.

Various personnel of Geisinger Health System affiliated entities

are members of The Hospital and Health System Association

of Pennsylvania.

Don A Rosins, a Member, director and committee member of

Geisinger Health System Foundation and a director and/or committee

member of Geisinger Health System affiliated entities' Board of

Directors, also served as an advisory director of M & T Bank,

which may from time to time do business with various Geisinger

Health System entities. Mr. Rosini's son-in-law is the Chief

Executive Officer of VNA Health System, which contracts with

Geisinger Medical Center, Geisinger Clinic, and Geisinger

Community Health Services, affiliate entities of Geisinger Health

System Foundation, for clinical training services as well as

inpatient hospice and outpatient radiology services, pharmacy

services and consolidated billing services.

Gary A. Sojka , Ph.D., served as director and committee member

of Geisinger Health System Foundation and also served as faculty

SCHEDULE 202of4


SCHEDULE 20 - Form 990, Schedule A, Page 2, Part III, Question 2 a, b, c, d, e:

member at Bucknell University Biology Department which, for this

reporting period, had clinical and non-clinical affiliation, service

purchase and observational agreements with Geisinger Clinic,

Geisinger Medical Center, Geisinger Wyoming Valley Medical

Center and Geisinger System Services, affiliate entities of

Geisinger Health System Foundation.

Mr. Sojka resigned effective September 21, 2006 and now serves

as an Emeritus Director with non-voting rights.

William R. Gruver, served as Director and committee member

of Geisinger Health System Foundation. Mr. Gruver serves as a

Consultant and Director for Hirtle, Callaghan & Co., Pennsylvania,

which has been engaged to provide Chief Investment Officer

Services for Geisinger Health System Foundation. Mr. Gruver also

served as an Executive-In-Residence and Adjunct Professor in

Management at Bucknell University, which for this reporting period,

had clinical and non-clinical affiliation, service purchase, and

observational agreements with Geisinger Clinic, Geisinger Medical

Center, Geisinger Wyoming Valley Medical Center and Geisinger

System Services, affiliate entities of Geisinger Health System

Foundation Mr Gruver also provides teaching and consulting

services to various Geisinger Health System entities as part of

a Physician Leadership Development Program.

Robert Poole serves as a Director/Committee member for

Geisinger Health System Foundation and Geisinger Medical

Management Corporation Mr Poole owns S&A Homes, which

submits construction bids from time to time to Geisinger Health

System affiliate entities After a detailed review process, Geisinger

Health System accepted a bid from S&A homes to construct

student housing for the Geisinger Health System on the Geisinger

Medical Center Campus.

Glenn D. Steele, Jr., M.D. served as the President, Chief Executive

Officer and/or Chair of Geisinger Health System Foundation and

other Geisinger Health System entities Dr. Steele serves on the

Board of Directors for Bucknell University, which, for this reporting

period, had clinical and non-clinical affiliation, service purchase and

observational agreements with Geisinger Clinic, Geisinger Medical

Center, Geisinger Wyoming Valley Medical Center and Geisinger

System Services, affiliate entities of Geisinger Health System

Foundation.

Frank J. Trembulak served in varying capacities as an officer

and/or director of Geisinger Health System Foundation and other

Geisinger Health System affiliated entities. Mr. Trembulak

served as a Director for Susquehanna University as well as a

member of the Executive and Audit Committees as well as the

Campaign Task Force for Susquehanna University. Susquehanna

SCHEDULE 203of4


SCHEDULE 20 - Form 990 . Schedule A. Pane 2, Part III, Question 2 a, b, c, d, e:

23-1995911

University has athletic training and clinical affiliation

agreements with Geisinger Clinic, Geisinger Medical Center,

Geisinger Wyoming Valley Medical Center and Geisinger

System Services; affiliate entities of Geisinger Health System

Foundation. Mr. Trembulak served as a director and/or

committee member for The Hospital and Health System

Association of Pennsylvania and the Pennsylvania Chamber of

Business and Industry. Various personnel of Geisinger Health

System affiliated entities are members of The Hospital and Health

System Association of Pennsylvania and The Pennsylvania

Chamber of Business and Industry

Joanne E Wade, Executive Vice President, Strategic Program

Development, Geisinger Health System Foundation, serves as

Director for FNB Bank, Danville, PA , which may from time to time

conduct business with Geisinger Health System entities

In addition, directors or officers of Geisinger Health System

Foundation may have been directors or officers of companies who

in the normal course of business may have offered Geisinger Health

Plan and/or Geisinger Indemnity Insurance Company, as one of

the available health coverage options for their employees. Geisinger

Health Plan and Geisinger Indemnity Insurance Company are

affiliates of Geisinger Health System Foundation.

2(d) Payment of compensation or reimbursement of expenses if more than $1,000

See Part V, Form 990

The Directors from Geisinger Health System Foundation and its

subsidiary entities are reimbursed under an accountable plan,

through Geisinger System Services, a Geisinger Health System

affiliate, from time to time for transportation costs directly

related to attending the Board of Directors' meetings. The

frequency of those meetings necessitates air travel by various

Directors and reimbursement costs may exceed $1,000 in total

during the fiscal year for each respective Director.

The organization has a relocation program to facilitate key

employee movement to accomplish Geisinger Health System's

needs as required by Geisinger Health System management.

Either the organization or the relocation company may purchase

the home from the key employee at a fair market value determined

by averaging two independent appraisals

2(e) Transfer of any part of it's income or assets None

SCHEDULE 20

4of4


SCHEDULE 21 - FROM 990,Schedule A, Part III , Question 3a:

Most disbursements in furtherance of the organization's charitable programs are made directly in theactive conduct of the activities constituting the exempt purpose or function for which the institution isorganized and operated. (See excerpt from the Amended and Restated Bylaws of Geisinger Health SystemFoundation, below.) Disbursements in furtherance of the institution's charitable programs are made inaccordance with procedures, and subject to conditions established by the institution's governing board. Theprocedures and conditions that have been established are designed to ensure that individuals andorganizations receiving disbursements from the organization in furtherance of its charitable programs areadequately investigated to ensure that they are qualified recipients.

Article two of the Amended and Restated Bylaws reads as follows:

The Corporation is incorporated for the purpose of conducting exclusively charitable, scientific andeducational activities within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, asamended (or the corresponding provision of any successor United States Internal Revenue law) (the "InternalRevenue Code"), including, directly or indirectly, supporting, operating for the benefit of, performing thefunctions of, or carrying out the purposes of, Geisinger Medical Center or any other organization affiliatedwith the Corporation which qualifies as an exempt organization under Sections 501(c)(3) and 509(a)(1),509(a)(2), 509(a)(3) or 115 of the Internal Revenue Code. The Corporation shall engage in all activitiesproperly related to the foregoing, including the solicitation of funds from individuals, corporations and otherorganizations for financing the services to be provided.

The Corporation shall have a fiduciary obligation to support and carry out the purposes of the trustestablished under the will dated June 19, 1915, and codicils thereto, and indenture dated September 27,1917 of Abigail A. Geisinger (the "Geisinger Trust").

SCHEDULE 21

Iof I

• GEISINGER HEALTH SYSTEM FOUNDATION

SCHEDULE 22 - FORM 990, Schedule A, Pace 3 , Part IV-A, Line 22 - Other Income:

23-1995911

Form Form Form Form

Year Year Year Year

2004 2003 2002 2001 Total

Sales Revenue 2,145 2,042 6,840 8,536 19,563

Total Line 22 - Other Income 2,145 2,042 6,840 8,536 19,563


SCHEDULE 23 - FORM 990. Schedule A. Page 5. Part VI-A - Affiliation Schedule.

In accordance with Reg 56 4911.7(e)(1). the following entities are an affiliated

group of organizations for the purpose of reporting lobbying expenditures

Name of Group Member

Fiscal Year

Employer ID Number

Grassroots lobbying expenses

Direct lobbying expenses

Total lobbying expenses

Other exempt purpose expenses

Excess grassroots lobbying expenses

Excess lobbying expenses

Does the member have a lobbying

election in place for the

current year?

23-1995011

Getsmger Gelsmger GeisingerInsurance Medical Excess

Geisinger Geisinger Geisinger Corporation, Center Coverage

Health System Geisinger Geisinger South Geisinger Wyoming Valley Hershey Community Risk Retention Professional Professional

Foundation Medical Center Geisinaer Clinic Wilkes-Barre System Services Medical Center Marwnrth Medical Center Health Services Group Liability Trust Liability Trust Totals

07/01 /05 -06130/06 07101/05 -06130106 07/01105 -06/30106 07/01105 -06130/06 07101/05 -06/30106 07101/05 -06/30106 07101/05 -06/30106 07/01/05 -06/30106 07/01/05 -06/30/06 01 /01/05 - 12/31105 07/01105 -06/30106 07/01/05 -06/30106

23-1995911 24-0795959 23-6291113 20-3152743 23-2164794 23-1996150 23-2171417 23-2891807 23-2967235 14-1909894 25-6220019 23-6852932

0 0 0 0 4 , 426 0 0 0 0 0 0 0 4.426

0 6,077 626 0 158.990 5,000 4 , 000 0 0 0 0 0 174,693

0 6,077 626 0 163 . 416 5,000 4,000 0 0 0 0 0 179,119

0 525 , 925,313 371 , 721.229 47,174,775 238,737.293 143,377,005 8,820,759 0 21 , 054959 8,093 , 854 0 0 1, 364.905.187

0 0 0 0 0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0 0 0 0 0

Yes Yes Yes Yes Yes Yes Yes Yes Yes No No No

Mailing address applicable to each entity GEISINGER HEALTH SYSTEM FOUNDATION

clo Executive VP Finance, CFO M C 30-04

100 North Academy Avenue

Danville , PA 17822

IRC SECTION 6033(h) REPORTING REQUIREMENTGEISINGER HEALTH SYSTEM FOUNDATION 23-1995911

FORM 990. Information Regarding Transfers To and From Controlled Entities,Did the reporting organization make any transfers to a controlled entity as defined In section 512(b)1131 of the Code?

(A) (B) (C) (D)Foreign Employer

Name , address of each State or Country Employer Description Amountcontrolled entity, Address Pi1y PC Zip Code Province Code Number of transfer of transfer

GEISINGER MEDICAL CENTER 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 24-0795959 GRANTS & ALLOCATIONS 2,925 894GEISINGER MEDICAL CENTER 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 24-0795959 RENT

,6,333

GEISINGER WYOMING VALLEY MEDICAL CENTER 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-1996150 GRANTS & ALLOCATIONS 203,513

GEISINGER SOUTH WILKES-BARRE 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 20-3152743 GRANTS & ALLOCATIONS 15 651GItISINGER SOUTH WILKES-BARRE 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 20-3152743 EQUITY CONTRIBUTION

,

31,133,355

GEISINGER CLINIC 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-6291113 GRANTS & ALLOCATIONS 3,605 595GEISINGER CLINIC 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-6291113 EQUITY CONTRIBUTION

,20,834 828

GEISINGER CLINIC 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-6291113 PROGRAM SERVICE (1),

188,338

MARWORTH 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2171417 GRANTS & ALLOCATIONS 3,665

GEISINGER COMMUNITY HEALTH SERVICES 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2967235 GRANTS & ALLOCATIONS 34,500GEISINGER COMMUNITY HEALTH SERVICES 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2967235 EQUITY CONTRIBUTION 9,300,000

GEISINGER SYSTEM SERVICES 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2164794 GRANTS & ALLOCATIONS 196,449GEISINGER SYSTEM SERVICES 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2164794 PROGRAM SERVICE (1) 2,199,177

GEISINGER MEDICAL MANAGEMENT CORPORATION 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2077663 GRANTS & ALLOCATIONS 200

(1) As shown in the response to Form 990, Part VI, Question 80a , Geisinger Health System Foundation is closely affiliated with several other organizations. In the normal course of the operations of theseaffiliated organizations there are numerous inter organizational transactions, which may include sales, exchanges and leases of property, extensions of credit, furnishing of goods, services and facilities, andtransfers of assets. These inter organization transactions promote the efficient operation of the various organizations and the attainment of their tax exempt purposes. These types of inter organizationtransactions were described to the Internal Revenue Service in a ruling application and were recognized by the National Office of the IRS in a series of private rulings as being entirely consistent with theorganizations' tax exempt status

IRC SECTION 6033(h) REPORTING REQUIREMENT

1of1


GEISINGER HEALTH SYSTEM FOUNDATION 23.1995911

FORM 990. Information Regarding Transfers To and From Controlled Entities:

Did the reporting organization receive any transfers from a controlled entity as defined In section 512(b)1131 of the Code?

(A) (B) (C) (D)Foreign Employer

Name , address of each State or Country Employer Description Amountcontrolled entity Address city PC Zip Code Province Code Number of transfer of transfer

GEISINGER MEDICAL CENTER 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 24-0795959 EQUITY TRANSFER 107.700,000GEISINGER MEDICAL CENTER 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 24-0795959 PROGRAM SERVICE (1) 2.910,601

GEISINGER WYOMING VALLEY MEDICAL CENTER 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-1996150 EQUITY TRANSFER 5,100.000

GEISINGER WYOMING VALLEY MEDICAL CENTER 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-1996150 PROGRAM SERVICE (1) 925,549

GEISINGER SOUTH WILKES-BARRE 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 20-3152743 PROGRAM SERVICE (1) 4,190

GEISINGER CLINIC 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-6291113 PROGRAM SERVICE (1) 1,324,555

MARWORTH 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2171417 PROGRAM SERVICE (1) 124.947

GEISINGER COMMUNITY HEALTH SERVICES 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2967235 PROGRAM SERVICE (1) 2,608

GEISINGER SYSTEM SERVICES 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2164794 EQUITY TRANSFER 1,000,000GEISINGER SYSTEM SERVICES 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2164794 PROGRAM SERVICE (1) 120,142GEISINGER SYSTEM SERVICES 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2164794 PROGRAM SERVICE (1) 5,890

GEISINGER HEALTH PLAN 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2311553 EQUITY TRANSFER 28.900,000

GEISINGER HEALTH PLAN 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2311553 PROGRAM SERVICE (1) 102,791

GEISINGER MEDICAL MANAGEMENT CORPORATION 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2077663 UBA - PROGRAM SERVICE (1) 2,110

INTERNATIONAL SHARED SERVICES, INC 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-2159597 UBA - PROGRAM SERVICE (1) 4,338

GEISINGER MEDICAL CENTER AUXILIARY, INC 100 NORTH ACADEMY AVENUE DANVILLE PA 17822 23-6440204 CONTRIBUTION 81,160

(1) As shown in the response to Form 990, Part VI, Question 80a , Geisinger Health System Foundation is closely affiliated with several other organizations. In the normal course of the operations ofthese affiliated organizations there are numerous inter organizational transactions, which may include sales, exchanges and leases of property, extensions of credit, furnishing of goods, services andfacilities, and transfers of assets These inter organization transactions promote the efficient operation of the various organizations and the attainment of their tax exempt purposes These types of Interorganization transactions were described to the Internal Revenue Service in a ruling application and were recognized by the National Office of the IRS in a series of private rulings as being entirelyconsistent with the organizations' tax exempt status.


lof 1

Form 8868 Application for Extension of Time to File an(December2004)

Exemptt Oraanization Return OMB No. 1545-1709Department ofdhe Treasury

Internal Revenue Service ► File a separate application for each return

• If you are filing for an Automatic 3-Month Extension complete only Part I and check this box ►• If you are filing for an Additional ( not automatic) 3-Month Extension, complete only Part II (on page 2 of this form)

Do not complete Part II unless you have already been granted an automatic 3-month extension of a previously filed Form 8868

Automatic 3-Month Extension of Time - Only submit original (no copies needed)

Form 990-T corporations requesting an automatic 6-month extension - check this box and complete Part I only ► a

All other corporations (including Form 990-C filers) must use Form 7004 to request an extension of time to file income tax returns Partnerships,

REMICs and trusts must use Form 8736 to request an extension of time to file Form 1065, 1066, or 1041

Electronic Filing (e-file). Form 8868 can be filed electronically if you want a 3-month automatic extension of time to file one of the returns noted

below (6 months for corporate Form 990-T filers) However, you cannot file it electronically If you want the additional (not automatic) 3-month

extension, instead you must submit the fully completed signed page 2 (Part II) of Form 8868 For more details on the electronic filling of this

form, visit www irs gov/efile

Type or Name of Exempt Organization Employer identification numberprint GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911File by thedue date for Number, street , and room or suite no If a P O box, see instructions C/O TAX DEPARTMENT 3 0 - 5 0filing your 100 NORTH ACADEMY AVENUEreturn SeeInstructions City, town or post office , state, and ZIP code For a foreign address , see instructions

DANVILLE PA 17822

Check type of return to be filed (file a separate application for each return)

Form 990 Form 990-T ( corporation ) Form 4720

Form 990-BL Form 990-T (sec 401( a) or 408(a) trust ) Form 5227

Form 990-EZ Form 990-T (trust other than above ) Form 6069

Form 990-PF Form 1041-A Form 8870

• The books are In the care of ► KEN HOLDREN, VP FINANCE

Telephone No ► 570-214-9554 FAX No ►• If the organization does not have an office or place of business in the United States , check this box ► LI

• If this is for Group Return , enter the organization 's four digit Group Exemption Number (GEN) If this is for the whole group,

check this box ► P If it is for part of the group , check this box ► 11 and attach a list with the names and EINs of all members the extension

will cover

I I request an automatic 3-month (6-month , for a Form 990-T corporation ) extension of time until FEB 15 , 20 07

to file the exempt organization return for the organization named above The extension is for the organization's return for

01

calendar year 20 or

► tax year beginning JUL 01 , 20 05 and ending JUN 3 0 , 20 0 6

2 If this tax year is for less than 12 months , check reason Initial return Final return R Change in accounting period

3 a If this application is for Form 990-BL, 990- PF, 990-T, 4720, or 6069 , enter the tentative tax, less any nonrefundable

credits See instructions $

b If this application is for Form 990-PF or 990-T, enter any refundable credits and estimated tax payments made Include any

prior year overpayment allowed as a credit $

c Balance Due. Subtract line 3b from line 3a Include your payment with this form , or, if required, deposit with FTD coupon or,

if required , by using EFTPS ( Electronic Federal Tax Payment System) See instructions $

Caution . If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EO and Form 8879-EO for payment instructions

For Privacy Act and Paperwork Reduction Act Notice , see instructions . Form 8868 (12-2004)

BCA Copyright form software only, 2005 Universal Tax Systems, Inc All rights reserved US8868$1 Rev 1

Form 8868 (Rev 12-2004) Page 2

• If you are filing for an Additional ( not automatic ) 3-Month Extension , complete only Part II and check this box ►Note : Only complete Part II If you have already been granted an automatic 3-month extension on a previously filed Form 8868

• If you are film for an Automatic 3-Month Extension , complete only Part I ( on page 1 )

Additional ( not automatic ) 3-Month Extension of Time - Must File Original and One Copy.

Type or Name of Exempt Organization Employer identification numberprint GEISINGER HEALTH SYSTEM FOUNDATION 23-1995911File by the Number , street , and room or suite no If a P 0 box , see instructions For IRS use only

due ate for 100 NORTH ACADEMY AVENUEfiling thereturn See City , town or post office , state, and ZIP code For a foreign address , see instructionsinstructions DANVI LLE PA 17822Check type of return to be filed (File a separate application for each return)

Form 990

Form 990-BL

Form 990-EZ

Form 990-PF

Form 990-T (sec 401(a) or 408(a) trust)

Form 990-T (trust other than above)

Form 1041-A

Form 4720

Form 5227

Form 6069

Form 8870

STOP: Do not complete Part II if you were not already granted an automatic 3-month extension on a previously filed Form 8868.

• The books are In the care of ► KEN HOLDREN, VP FINANCE

Telephone No ► 570-214-9554 FAX No ►• If the organization does not have an office or place of business in the United States, check this box ► U

• If this is for a Group Return enter the organization's four digit Group Exemption Number (GEN) If this is for the whole group,

check this box ► I I If it is for part of the Troup, check this box ► and attach a list with the names and EINs of all members the extension is for

4 I request an additional 3-month extension of time until MAY 1 5 , 20 07

5 For calendar year or other tax year beginning JUL 01, 20 05 and ending JUN 3 0, 20 0 6

6 If this tax year is for less than 12 months , check reason Initial return 0 Final return 11 Change in accounting period

7 State in detail why you need the extension ADDITIONAL TIME IS NEEDED TO GATHER

ALL OF THE INFORMATION NECESSARY TO ACCURATELY COMPLETE THE RETURN

8a If this application is for Form 990- BL, 990-PF, 990-T, 4720, or 6069 , enter the tentative tax, less any nonrefundable credits

See instructions

b If this application is for Form 990-PF, 990-T, 4720, or 6069 , enter any refundable credits and estimated tax payments made

Include any prior year overpayment allowed as a credit and any amount paid previously with Form 8868 $

C Balance Due. Subtract line 8b from line 8a Include your payment with this form, or, if required, deposit with FTD coupon or,

if required, by using EFTPS (Electronic Federal Tax Payment System) See Instructions $

Signature and VerificationUnder penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge

and belief, it is true, correct, and complete, and that I am authorized to prepare this form

Signature ► Title ► Date ►Notice to Applicant - To Be Completed by the IRS

8 We have approved this application Please attach this form to the organization's return

We have not approved this application However, we have granted a 10-day grace period from the later of the date shown below or the due date

of the organization's return (including any prior extensions) This grace period is considered to be a valid extension of time for elections otherwise

required to be made on a timely return Please attach this form to the organization's return

n We have not approved this application After considering the reasons stated in item 7, we cannot grant your request for an extension of time to file

We are not granting a 10-day grace period

R

We cannot consider this application because it was filed after the extended due date of the return for which an extension was requested

Other

By.

Director Date

Alternate Mailing Address - Enter the address if you want the copy of this application for an additional 3-month extension returned to an address

different than the one entered above

NameGEISINGER SYSTEM SERVI CE S

Type or I Number, street ( include suite , room , or apt . no.) or a P .O box numberprint 100 NORTH ACADEMY AVENUE MC 30-50

City or town , province or state , and country ( including postal or ZIP code)

DANVILLE PA 17822

BCA Copyright form software only. 2005 universal Tex Systems, Inc All rights reserved US8868$2 Rev I Form 8868 (12-2004)

31 Accounting fees 31 7020. 7020. 32 34232....

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Transcript of 31 Accounting fees 31 7020. 7020. 32 34232....