MUNICIPAL SECONDARY MARKET DISCLOSURE INFORMATION COVER SHEET Conduit Issuer: Geisinger Authority (Montour County, Pennsylvania) Obligor: Geisinger Health THIS FILING RELATES TO ALL SECURITIES ISSUED BY THE ISSUER: CUSIP # 368497 Type of Filing: Electronic Voluntary Filing of Secondary Market Information: Quarterly Financial Disclosure for the ninth months ended March 31, 2018 I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Dissemination Agent: Noreen Wichert Trust Associate The Bank of New York Mellon Trust Company, N.A. Global Corporate Trust 1735 Market Street, 6th Floor AIM #193-0650 Philadelphia, PA 19103 Phone: (215) 553-6940 noreen.wichert@bnymellon.com Please contact Kevin F. Brennan, CPA, FHFMA, Executive Vice President, Finance/Chief Financial Officer, should you have any questions concerning this information. Obligor: Kevin F. Brennan, CPA, FHFMA Executive Vice President, Finance/ Chief Financial Officer Geisinger 100 N. Academy Avenue Mail Code 22-01 Danville, PA 17822 Phone: (570) 271-6626 kbrennan@geisinger.edu Municipal Authority (conduit issuer): Geisinger Authority (Montour County, Pennsylvania) Robert L. Marks, Esquire, Solicitor Marks, McLaughlin & Dennehy 12 W. Market Street Danville, PA 17821 Phone: (570) 275-3541 rlmarkssr@mmdlawoffice.com Geisinger 1 Financial Update For the Nine Months Ended March 31, 2018 Introduction 2 Geisinger is a physician-led, integrated health services organization that has as its main components: 1. an array of health services providers, including eight acute care hospitals with multiple campuses:  Geisinger Medical Center (“GMC”) – a tertiary/quaternary care teaching hospital with a main campus in Danville and an acute care campus in Shamokin;  Geisinger Wyoming Valley Medical Center (“GWV”) – a tertiary/quaternary hospital with an acute care campus near Wilkes-Barre and an outpatient campus in Wilkes-Barre;  Geisinger Community Medical Center (“GCMC”) – an acute care hospital in Scranton;  Geisinger Bloomsburg Hospital (“GBH”) – a community hospital in Bloomsburg;  Geisinger Lewistown Hospital (“GLH”) – a community hospital in Lewistown;  Holy Spirit Hospital of the Sisters of Christian Charity, Inc. doing business as Geisinger Holy Spirit (“GHS”) – an acute care hospital in Camp Hill near Harrisburg;  AtlantiCare Regional Medical Center (“ARMC”) – a tertiary/quaternary care hospital with Atlantic City and Mainland campuses in southern New Jersey; and  Geisinger Jersey Shore Hospital (“GJSH”) a critical access hospital in Jersey Shore, Pennsylvania; 2. a multispecialty physician group practice of approximately 1,835 physicians practicing at 246 primary and specialty clinics 3. Geisinger Health Plans (“GHPs”), comprised of Geisinger Health Plan (“GHP”), Geisinger Indemnity Insurance Company (“GIIC”) and Geisinger Quality Options, Inc. (“GQO”), one of the nation’s largest rural health insurance organizations with commercial, Medicare Advantage, Medical Assistance and self-insured insurance products; and 4. Geisinger Commonwealth School of Medicine (“GCSOM”) headquartered in Scranton, currently serves 414 medical students and 98 graduate students. Geisinger operates in 45 of Pennsylvania’s 67 counties, with a significant presence in central, south-central and northeastern Pennsylvania, outside the major metropolitan areas, and in 7 counties in southern New Jersey. As of March 31, 2018, Geisinger cared for approximately 1,169,000 patients active in the trailing twelve months and managed approximately 580,000 health plan members, approximately 336,000 of whom were both members and patients, resulting in a unique population managed of approximately 1,413,000 people. On January 1, 2017, The Commonwealth Medical College became an affiliate of Geisinger Health and changed its name to GCSOM. On July 1, 2017, Jersey Shore Hospital and Jersey Shore Hospital Foundation became affiliates of Geisinger Health and changed their name to GJSH and Geisinger Jersey Shore Hospital Foundation (“GJSHF”), respectively. Accordingly, GCSOM, GJSH and GJSHF activities and accounts are included in the attached consolidated financial statements only since the transaction dates. This report contains financial statement excerpts based on the interim, consolidated financial statements of Geisinger for the nine months ended March 31, 2018 and 2017. 3 Geisinger management believes that the financial and operating information contained herein is complete and accurate as of the date of this report. 4 This report and the attachments hereto have been provided to EMMA. 5 Please contact Kevin F. Brennan, CPA, FHFMA, Executive Vice President, Finance/Chief Financial Officer at (570) 271-6626 for questions or additional information. Financial Highlights I. Balance Sheet The balance sheet remained strong with total assets of $7.7 billion and $6.9 billion as of March 31, 2018 and 2017, respectively. Assets were comprised primarily of cash and investments totaling $4.4 billion on March 31, 2018. The unrestricted portion of cash and investments was $4.3 billion at March 31, 2018, representing 244.1 days’ cash on hand. The ratio of unrestricted cash and investments to debt was 237.0% at March 31, 2018. Liquidity has benefited from retention of profits and prompt collection of patient services receivables, with days in patient receivables of 33.9 days 6 as of March 31, 2018. Geisinger had $1.8 billion of outstanding debt, including bonds, notes and capital leases, as of March 31, 2018. Leverage remains moderate with debt to total capitalization of 31.0%, as of March 31, 2018. II. Cash Flows Earnings before interest, depreciation and amortization excluding unrealized gains and losses and contribution (expense) from acquisitions (“EBITDA”) was $400.0 million, representing an EBITDA margin of 7.7%, both for the nine months ended March 31, 2018. Cash flow from operations, consisting of operating income before interest expense and depreciation and amortization totaled $334.1 million, representing an operating cash flow margin of 6.5%, both for the nine months ended March 31, 2018. Moderate debt service requirements and significant cash inflows produced a debt service coverage ratio of 6.7 times for the nine months ended March 31, 2018. During the nine months ended March 31, 2018, Geisinger maintained significant liquidity and moderate leverage, while reinvesting approximately $152.4 million into capital expenditures. III. Statement of Revenue and Expenses A. Operating Performance For the nine months ended March 31, 2018, Geisinger recorded a $145.9 million operating profit, or a 2.8% return from core operations, both of which are calculated before interest expense. Operating profitability benefited from gains related to Geisinger’s performance improvement process, Achieving Excellence. During the nine months ended March 31, 2018, Geisinger experienced a 3.5% growth in discharges and a 2.8% growth in discharges and observations/23-hour stays, when compared to the year-earlier period. This growth was attributable to success in expanding clinical programs. For the nine months ended March 31, 2018, Geisinger net revenue approximated $5.1 billion. This represents an increase of 8.8% over prior year ended March 31, 2017. This growth is attributable to an increase in net patient service revenue after the provision for bad debts of 4.6% and an increase in premium revenue of 13.0%, both when compared with the year-earlier period. Net patient service revenue benefitted from the realization of growth plans centered on market share growth and the opportunistic capture of high-acuity, clinical service volumes. Effective January 1, 2018, average premium rates for individual, insurance exchange members increased approximately 32% and individual exchange membership increased by more than 20,000 members. GHPs’ medical expense ratio was 86.8% and 87.0% for the nine months ended March 31, 2018 and 2017, respectively, including expenses paid to Geisinger clinicians and clinical facilities. Operating profit includes gains of $17.7 million from the sale of two skilled nursing facilities during January 2018. B. Investing and financing activities Net investment earnings were $260.1 million during the nine months ended March 31, 2018. Net investment earnings were comprised of $65.9 million of realized investment earnings and a $194.2 million unrealized gain for the nine months ended March 31, 2018. Geisinger’s significant investment assets performed similarly to broad market indices representing the asset -2- classes to which the investments were allocated. The investment portfolio was prudently managed with an allocation to cash and fixed income securities of 35.6% at March 31, 2018. Unrestricted funds are predominantly invested in liquid vehicles with 98.0% of all unrestricted cash and investments capable of being liquidated within one month. External, professional investment management firms manage all Geisinger’s investment assets. The Finance Committee of the Boards of Directors and Geisinger staff are assisted with investment decisions by a professional investment-consulting firm. C. Excess of Revenue over Expenses Geisinger achieved an excess of revenue over expenses of $356.9 million and an excess margin of 6.6% for the nine months ended March 31, 2018. After excluding unrealized gains and expense from acquisitions, the excess margin was 3.3%. IV. Variable Rate Demand Bonds (“VRDBs”) and Hedging Contracts Geisinger had $242.3 million of VRDBs outstanding as of March 31, 2018. Risk from the VRDBs’ put feature was offset by standby bond purchase agreements and unrestricted cash and investments available for liquidation within one month of $4.3 billion or 17.4 times demand debt as of March 31, 2018. Geisinger maintained derivative instruments with notional values of $214.4 million to partially offset the risk of cash flow changes from variable rates. The total market value of the hedging contracts was recorded on the balance sheet as a $33.1 million liability as of March 31, 2018. No collateral was pledged to secure derivative liabilities at March 31, 2018. Management intends to hold the derivative contracts to maturity, while recording non-cash entries to account for fluctuations in their market values on the financial statements. V. Management’s Summary of Financial Performance Cash flow from operations exceeded capital expenditures by $181.7 million during the nine months ended March 31, 2018 and leverage remains prudently controlled with debt to capitalization of 31.0% as of March 31, 2018. The balance sheet remains highly liquid with unrestricted cash and investments representing 55.9% of all assets. Geisinger’s strategic plans seek to manage the total cost of care through population health management initiatives deployed by Geisinger Health Plans and the Clinical Enterprise. Additionally, Geisinger seeks to grow high-acuity, fee-for-service business by increasing penetration for these services in Geisinger’s expanded service area. Geisinger continues to consider opportunities to expand primary care and partner with other healthcare organizations. Geisinger Health Plans are expected to show per-member per-month premium growth and profitability, resulting from effective management of variables affecting medical expense ratios, including prudent underwriting and innovative care management. Operational Highlights I. Kevin V. Roberts Joins Geisinger as Incoming CFO Geisinger named Kevin V. Roberts, MBA, CPA, its new executive vice president, finance and chief financial officer. Roberts will oversee all financial activities of the integrated health care delivery system and will serve on Geisinger’s executive leadership team. He joins Geisinger from BJC HealthCare, St. Louis, Missouri, a 15-hospital health system that includes Barnes-Jewish Hospital and St. Louis Children’s Hospital and its academic partner, Washington University School of Medicine, where he served as senior vice president and chief financial officer. During his more than 30 years of professional experience, Roberts has also held executive-level finance positions at University Hospitals Health System and the Cleveland Clinic, both in Cleveland, Ohio, and Proctor Hospital in Peoria, Illinois. Roberts succeeds Kevin Brennan, CPA, FHFMA, who announced his retirement after more than 20 years with the health system. Brennan will remain at Geisinger through June 2018 when he will become chair of the Healthcare Financial Management Association. II. Geisinger and St. Luke’s University Health Network to Build New Hospital in Schuylkill County Geisinger and St. Luke’s are partnering to build a new acute care hospital in Schuylkill County. The 80-bed hospital will include an emergency department and a full range of specialties and services. Groundbreaking will occur this spring and the hospital will open late next year. The three-story, 120,000-square-foot hospital will be located near Orwigsburg. This is the first time in Pennsylvania -3- that two health care systems have agreed to build and equally co-own a new hospital. The two systems enjoy a history of collaboration, including an insurance partnership. Also beginning July 1, 2018, Geisinger's Life Flight service will provide emergency medical air transportation for the entire St. Luke’s system. Both organizations have provided services to Schuylkill, Berks, and Carbon county residents for years. III. Harvard Business Review Article Describes Geisinger’s MyCode Community Health Initiative In a recent Harvard Business Review article, Geisinger leaders say MyCode Community Health Initiative with deoxyribonucleic acid (“DNA”) sequencing of patient samples begins a new era of care for patients with inherited risks for conditions such as cancer and heart disease. The article was written by Geisinger executives Huntington F. Willard, Director, Geisinger National Precision Health; David T. Feinberg, MD, President and Chief Executive Officer and David H. Ledbetter, Executive Vice President and Chief Scientific Officer. The authors explain that standard screening tests such as colonoscopy, mammography, and cholesterol measurement are inadequate for people whose genetic profiles put them at higher risk. Thanks to the MyCode program, genetic sequencing is becoming a clinical reality for all patients in the community, not just as a diagnostic test for patients already sick. Geisinger’s DNA sequencing project has the potential to identify patients who are at increased risk for diseases such as early onset, inherited cancer and cardiac events. While currently Geisinger anticipates about three percent of MyCode participants will be found to have genetic variants associated with a high risk of disease, that number is expected to rise to as high as 10 percent to 15 percent in the future as the roles of additional genes and variants in disease are understood. Management’s Summary Geisinger’s leadership continues to focus the Clinical Enterprise on prudent growth initiatives and innovative care redesign intended to ensure Geisinger’s long term success. GHPs deliver diversified product offerings and care management initiatives to improve members’ health and reduce cost trends. It is anticipated that ongoing initiatives will result in maintenance of a strong balance sheet and operating success. These plans resulted in sustained profitability from core operations. We continue to plan for a level of financial performance that will, for decades to come, support our purpose: “Everything we do is about caring – for our patients, our members, our Geisinger family of physicians and employees, and our communities”. Attachments: Geisinger financial statement excerpts and utilization statistics for the nine months ended March 31, 2018 and 2017 Notes: 1 Definition of Geisinger Throughout this document and the attachments hereto, Geisinger refers to the entire health system, comprised of Geisinger Health as parent and all subsidiary corporate entities comprising the System. 2 Disclaimer This narrative contains certain forward-looking statements. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time. This report is issued as of May 16, 2018. Geisinger assumes no duty to update any information contained in this document, even if delivered after the original date of issuance. Actual results could differ materially from those anticipated and future results could differ materially from historical performance. 3 Omission of Certain Financial Statements Generally accepted accounting principles require financial statements to include a balance sheet, a statement of operations and changes in net assets, a statement of cash flows and notes to the financial statements. The statement of changes in net assets and statement of cash flows have been included only in an abbreviated form. Complete notes have not been included in the attached financial statement excerpts. -4- 4 Estimates in Financial Statements The preparation of financial statements in accordance with generally accepted accounting principles requires Geisinger management to make assumptions, estimates and judgments that affect the amounts reported in financial statements, including the notes thereto and related disclosures, if any. Geisinger considers critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following: recognition of patient service revenue that includes contractual allowances and provisions for bad debt, reserves for losses and expenses related to insurance claims and healthcare professional risks. At the time judgments are made, management relies on historical experience, available information and assumptions believed to be reasonable under the circumstances in making its judgments and estimates. Actual results could differ materially from those estimates. 5 Distribution through EMMA This report is being distributed on a quarterly basis, and may be discontinued at any time. It is anticipated that such quarterly information will be made available through the Electronic Municipal Market Access system (“EMMA”), a service of the Municipal Securities Rulemaking Board. 6 Days in Patient Receivables Days in patient receivables are calculated in accordance with the terms of the Healthcare Financial Management Association’s Key Performance Indicators. Days in patient receivables include only the accounts of Geisinger Clinic; GMC; GWV; GCMC; GBH; GLH; Family Health Associates of Geisinger Lewistown Hospital; GHS; Spirit Physicians Services, Inc. doing business as Geisinger Holy Spirit Medical Group, ARMC, AtlantiCare Physician Group P.A., GJSH, and Geisinger Jersey Shore Hospital Foundation (collectively referred to as the “Clinical Enterprise”), including activity between the Clinical Enterprise and Geisinger Health Plans. Calculations are based on average daily revenue for the three months prior to statement date. -5- GEISINGER CONSOLIDATED BALANCE SHEETS March 31, (Dollars In Thousands, Unaudited) 2018 ASSETS Current assets: Cash and cash equivalents (a) Investments (a) Assets limited as to use - externally designated Accounts receivable, net Inventories and other Total current assets $ Long-term investments (a) Assets limited as to use: By Board (a) Externally restricted by donors Other - externally designated Total assets limited as to use, noncurrent Property and equipment Less: accumulated depreciation and amortization Net property and equipment Other assets Assets held in trust Total assets LIABILITIES AND NET ASSETS Current liabilities: Current installments of long-term debt Estimated third-party payor settlements Accounts payable Medical claims payable Accrued expenses and other Total current liabilities 447,541 863,938 8,945 616,242 184,188 2,120,854 2017 $ 291,589 780,810 14,425 537,055 161,346 1,785,225 2,725,426 2,397,653 277,557 112,206 12,406 402,169 286,757 104,990 7,982 399,729 3,562,391 1,507,549 2,054,842 3,326,564 1,301,556 2,025,008 372,867 35,865 291,324 33,088 $ 7,712,023 $ 6,932,027 $ 23,033 107,611 79,669 181,365 693,260 1,084,938 $ 22,772 125,505 75,558 173,371 675,384 1,072,590 Long-term debt, net of current installments Other liabilities and contingencies Total liabilities 1,797,614 590,404 3,472,956 1,513,359 648,711 3,234,660 Net assets: Unrestricted Unrestricted - noncontrolling interest Temporarily and permanently restricted Total net assets 4,061,348 11,535 166,184 4,239,067 3,527,284 13,631 156,452 3,697,367 Total liabilities and net assets $ 7,712,023 $ 6,932,027 (a) Unrestricted cash, investments and designated by Board total $4,314,462 and $3,756,809, respectively at March 31, 2018 and 2017. GEISINGER CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS For the Nine Months Ended March 31, (Dollars In Thousands, Unaudited) 2018 Unrestricted net assets Revenue Patient service revenue, net of contractual allowances and discounts $ 2,753,703 Provision for bad debts (96,902) Net patient service revenue less provision for bad debts 2,656,801 Premium revenue 2,260,683 Other revenue 212,484 5,129,968 Expenses Salaries and benefits Medical Claims Supplies and other Depreciation and amortization Operating income 2017 $ 2,577,025 (37,433) 2,539,592 2,000,554 172,873 4,713,019 2,163,787 1,261,261 1,370,859 188,200 4,984,107 $ 145,861 2,001,587 1,124,816 1,315,317 165,554 4,607,274 $ 105,745 GEISINGER CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS For the Nine Months Ended March 31, (Dollars In Thousands, Unaudited) Operating income (brought forward) 2018 $ 145,861 2017 $ 105,745 Investing and financing activities: Net realized investment earnings Net unrealized investment earnings Net investment earnings Interest expense Unrealized gain on derivatives Contribution (expense) from acquisitions Loss on extinguishment of debt 65,945 194,155 260,100 (42,899) 5,737 (11,854) - (4,833) 229,562 224,729 (31,516) 9,048 47,617 (2,829) Gain from investing and financing activities Nonoperating losses, net 211,084 (35) 247,049 (35) Excess of revenue and gains over expenses and losses Other changes in unrestricted net assets: Unrealized gain on derivatives Net assets released from restriction, capital purchases Net asset transfers for underwater endowments Net (distributions) contributions from noncontrolling interest Changes in equity-based compensation Other Increase in unrestricted net assets 356,910 352,759 4,014 2,361 4 (3,055) 343 (2,841) 357,736 10,315 3,244 (39) (3,106) 295 363,468 5,765 17 8,468 (4) (2,391) (2,361) 9,494 9,328 12,218 6,979 39 (10,286) (3,244) 15,034 Changes in restricted net assets: Contributions, net of uncollectibles Contribution from acquisitions Net investment gains Net asset transfers for underwater endowments Net assets released from restriction, fund operations Net assets released from restriction, capital purchases Increase (decrease) in restricted net assets Increase in net assets Net assets at beginning of year Net assets at end of year 367,230 3,871,837 $ 4,239,067 378,502 3,318,865 $ 3,697,367 GEISINGER CONSOLIDATED STATEMENTS OF CASH FLOW For the Nine Months Ended March 31, (Dollars In Thousands, Unaudited) Operating activities Increase in net assets Change in net assets attributable to noncontrolling interest Change in net assets attibutable to Geisinger Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation and amortization Provision for bad debts Change in value of derivatives Net realized loss (gain) on investments Net unrealized gain on investments (Contribution) expense from acquisition, net of cash received Restricted contributions Noncontrolling interest Net change in working capital Other Net cash provided by operating activities Investing activities Additions to property and equipment, net Sales (purchases) of investments and assets limited as to use Cash paid for acquisitions Net cash provided by (used in) investing activities Financing activities Proceeds from issuance of debt Repayment of debt Net distribution to noncontrolling interest Proceeds from restricted contributions Net cash used in financing activities Increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 2018 2017 $ 367,230 890 368,120 $ 378,502 1,105 379,607 188,200 97,194 (9,751) (67,655) (200,952) 12,423 (5,765) 2,166 (167,282) (66,138) 150,560 165,554 37,467 (19,363) 35,612 (237,091) (49,485) (16,307) 2,001 (84,401) (2,496) 211,098 (152,390) 187,647 35,257 (214,325) 114,787 (29,000) (128,538) 13,622 (37,538) (3,056) 5,765 (21,207) 164,610 282,931 $ 447,541 34,750 (54,544) (3,106) 16,307 (6,593) 75,967 215,622 $ 291,589 GEISINGER UTILIZATION & PAYOR MIX STATISTICS For the Nine Months Ended March 31, 2018 2017 2,050 77,428 16,236 344,811 4.5 61.4% 274,195 2,711,134 1,168,902 580,378 1,413,464 2,011 74,795 16,360 339,142 4.5 61.5% 259,315 2,601,944 1,069,851 586,693 1,371,261 32.8% 9.5% 33.0% 9.6% 9.2% 2.6% 2.8% 1.3% 7.1% 23.0% 9.7% 2.8% 3.0% 0.9% 7.1% 23.5% Self-pay Other Total non Geisinger Insurance Operations 1.8% 3.5% 70.6% 1.7% 4.4% 72.2% Geisinger Health Plans: Commercial/TPA Medicaid Medicare Advantage Subtotal Geisinger Health Plans 9.6% 8.7% 11.1% 29.4% 9.2% 8.2% 10.4% 27.8% 100.0% 100.0% Consolidated Utilization Statistics Physically Available Beds (a) (d) Discharges (a) (d) Observations (d) Patient Service Days (a) (d) Average Length of Stay (days) (a) (d) Percent of Occupancy Based on Physically Available Beds (a) ( Outpatient Emergency Room Visits (d) Clinic Outpatient Visits (b) (d) Patients Active in the Trailing Twelve Months (d) Managed Care Membership at Period End Population Managed (c) (d) Consolidated Payor Source (gross) (e) Medicare Medicaid Commercial: Highmark Blue Cross/Blue Shield Capital Blue Cross Blue Cross Horizon Aetna Other Commercial Subtotal Commercial Total (a) Acute care statistics exclude psychiatry, nursery and skilled nursing and include neonatal intensive care unit activity (b) Includes outpatient consultations (c) Population managed equals active patients plus members less overlap between patients and members (d) Prior year restated (e) Only includes Patient Service Revenue of the Clinical Enterprise