MUNICIPAL SECONDARY MARKET DISCLOSURE INFORMATION COVER SHEET THIS FILING RELATES TO ALL SECURITIES ISSUED BY THE ISSUER: CUSIP #

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1 MUNICIPAL SECONDARY MARKET DISCLOSURE INFORMATION COVER SHEET Conduit Issuer: Geisinger Authority (Montour County, Pennsylvania) Obligor: Geisinger Health System Foundation THIS FILING RELATES TO ALL SECURITIES ISSUED BY THE ISSUER: CUSIP # Type of Filing: Electronic Voluntary Filing of Secondary Market Information: Quarterly Financial Disclosure for March 31, 2014 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 # Philadelphia, PA Phone: (215) 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 Health System 100 N. Academy Avenue Mail Code Danville, PA Phone: (570) 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 Phone: (570) rlmarkssr@mmdlawoffice.com

2 Geisinger Health System Financial Update For the Nine Months Ended March 31, 2014 Introduction 1 Geisinger Health System 2 is a physician-led, integrated health services organization that has as its main components: 1. an array of health services providers, including five acute care hospitals: Geisinger Medical Center ( GMC ) a large 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 a separate outpatient campus in Wilkes-Barre; Geisinger Community Medical Center ( G-CMC ) an acute care hospital in Scranton; Geisinger Bloomsburg Hospital ( G-BH ) a community hospital in Bloomsburg; and Geisinger Lewistown Hospital ( G-LH ) a community hospital in Lewistown; 2. a multispecialty physician group practice of more than 1,100 physicians practicing at 85 primary and specialty clinics; and 3. one of the nation s largest rural health insurance organizations with commercial, Medicare Advantage, Medical Assistance and self-insured insurance products. Geisinger operates in 44 of Pennsylvania s 67 counties, with a significant presence in central and northeastern Pennsylvania, outside the major metropolitan areas. As of March 31, 2014, Geisinger cared for more than 606,000 patients and managed over 467,000 health plan members, approximately 213,000 of whom were both members and patients, resulting in a unique population managed of over 860,000 people. Lewistown Hospital, now G-LH, and related corporations became part of Geisinger effective November 1, Accordingly, the activities and accounts of G-LH and related corporations are included in the attached financial statements only since the transaction date. This report contains financial statement excerpts based on the unaudited, consolidated financial statements of Geisinger Health System for the nine months ended March 31, 2014 and 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) for questions or additional information. Financial Highlights I. Balance Sheet The balance sheet remained strong with total assets of $4.4 billion on March 31, 2014 and $3.9 billion on March 31, Assets were comprised primarily of cash and investments totaling $2.8 billion on March 31, The unrestricted portion of cash and investments was $2.7 billion at March 31, 2014, representing days cash on hand. The ratio of unrestricted cash and investments to debt was 253.1% at March 31, Liquidity has benefited from retention of profits and prompt collection of patient services receivables, with days in patient receivables of 27.1 days 6 as of March 31, 2014.

3 Geisinger had $1.0 billion of outstanding debt, including bonds, notes and capital leases, as of March 31, Leverage remains moderate, with a ratio of debt to total capitalization of 31.5% as of March 31, II. III. Cash Flows Earnings before interest, depreciation and amortization excluding unrealized gains and losses and contribution from acquisition rose to $303.4 million for the nine months ended March 31, 2014, an increase of 3.3% compared to the year-earlier period. This measure exceeded capital expenditures and debt service by $116.9 million. Moderate debt service requirements and significant cash inflows from operations and investments produced a debt service coverage ratio of 12.9 times for the nine months ended March 31, During the nine months ended March 31, 2014, Geisinger maintained significant liquidity and moderate leverage, while reinvesting approximately $155.2 million into capital expenditures. Statement of Revenue and Expenses A. Operating Performance for the nine months ended March 31, 2014 For the nine month period ended March 31, 2014, Geisinger continued the trend of significant profitability by recording an $89.7 million operating profit, or a 3.0% return from core operations, both of which are calculated before interest expense. During the nine months ended March 31, 2014, Geisinger experienced significant growth in admissions and observations/23-hour stays of 8.8% when compared to the year-earlier period, which was attributable to success in expanding clinical programs and the acquisition of G-LH. Before the effects of the G-LH acquisition, admissions and observations/23-hour stays grew by 2.5% when compared to the year-earlier period. For the nine months ended March 31, 2014, net revenue approximated $3.0 billion. This represents an increase of 21.3% over the prior nine months ended March 31, This growth is attributable to an increase in net patient service revenue before the provision for bad debts and an increase in premium revenue due to Medical Assistance managed care revenue, both when compared with the year-earlier period. Net patient service revenue increased 4.5% benefiting from the acquisition of G-LH and the realization of growth plans centered on market share growth and the opportunistic capture of high-acuity, clinical service volumes. Geisinger Health Plans, comprised of Geisinger Health Plan ( GHP ), Geisinger Indemnity Insurance Company and Geisinger Quality Options, Inc., performed profitably. For the nine months ended March 31, 2014, membership increased by 13.1% when compared to the yearearlier period. During March 2013, GHP began participation in Pennsylvania s Medical Assistance managed care program in the northeast region, achieving an enrollment of over 123,000 Medical Assistance members as of March 31, This growth resulted in premium revenue growth of 42.9%. Geisinger Health Plans used innovative care management processes and appropriate underwriting standards to accomplish strong financial performance. Geisinger Health Plans medical expense ratio was 87.4% for the nine months ended March 31, 2014, including expenses paid to Geisinger clinicians and clinical facilities. B. Investing and financing activities Net investment earnings totaled $222.3 million during the nine months ended March 31, Net investment earnings were comprised of $123.2 million of realized investment earnings and $99.1 million of unrealized gains for the nine months ended March 31, Geisinger s significant investment assets performed similarly to broad market indices representing the asset classes to which the investments were allocated. The investment portfolio was prudently managed with an allocation to cash and fixed income securities of 44.2% at March 31, Unrestricted funds are predominantly invested in highly liquid vehicles with 90.5% of all unrestricted cash and investments capable of being liquidated within one week

4 External, professional investment management firms manage all of Geisinger s investment assets. The Investment 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 $317.1 million and an excess margin of 10.0% for the nine months ended March 31, After excluding unrealized gains and losses and contribution from acquisition, the excess margin was 6.3%. IV. Variable Rate Demand Bonds ( VRDBs ) and Hedging Contracts Geisinger had $455.0 million of VRDBs outstanding as of March 31, Risk from the VRDBs put feature was offset by standby bond purchase agreements and unrestricted cash and investments available for liquidation within one week of $2.4 billion or 5.3 times demand debt as of March 31, Geisinger maintained derivative instruments to partially offset the risk of cash flow changes from variable rates on $113.0 million of VRDBs. Fixed-payer interest rate swaps also offset the risk of cash flow changes from variable rates on the $68.9 million of Geisinger s Series 2007 floating rate notes. The floating rate notes have no put feature. The total market value of the hedging contracts was recorded on the balance sheet as a $32.8 million liability at March 31, 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. Affiliations AtlantiCare Geisinger Definitive Agreement to Merge AtlantiCare Health System ( AHS ), Atlantic City, New Jersey, and Geisinger Health System Foundation ( Foundation ) have entered into a definitive agreement for AHS and its affiliates (collectively AtlantiCare ) to become members of Geisinger creating the foundation for valuedriven, population-based care delivery in southern New Jersey. Foundation will become the sole corporate member of AHS on the closing date. This is a non-cash merger. The organizations will exchange representatives to each other s boards of directors. AtlantiCare will retain its strong brand name and local autonomy in caring for its local community and benefit from Geisinger s nationally acclaimed innovations. AtlantiCare and Geisinger signed a letter of intent in November 2013 and since that time have been completing due diligence and exploring ways that the organizations could work together to benefit patients and the community. The proposed integration now moves into the regulatory approval phase, which is expected to take 9 to 12 months to complete. AtlantiCare is an integrated system of services designed to help people achieve optimal health. AtlantiCare is comprised of AtlantiCare Regional Health Services including AtlantiCare Regional Medical Center with three locations, ambulatory services and AtlantiCare Physician Group; the AtlantiCare Foundation, and AtlantiCare Health Solutions, an accountable care organization. The southern New Jersey region s largest healthcare organization, AtlantiCare s more than 5,200 employees and 700 physicians serve the community in nearly 70 locations. For the fiscal year ended December 31, 2013, AtlantiCare had assets of $1.1 billion, net assets of $614.1 million, cash and investments of $544.9 million and total revenues of $763.1 million. Affiliation Discussions Ongoing with Holy Spirit Health System As previously reported, Geisinger entered into a letter of intent to explore an affiliation with Holy Spirit Health System based in Camp Hill, PA in September Discussions between the parties aimed at producing a definitive agreement to collaborate are ongoing

5 Geisinger and SUN Home Health Services Execute Integration Agreement Geisinger Community Health Services ( GCHS ) and SUN Home Health Services, Inc. ( SUN ) announced in April 2014 the execution of a comprehensive integration agreement by which SUN will join Geisinger. The agreement will allow the organizations to work more closely together to benefit patients in need of home healthcare, hospice and other supportive medical services. The integration agreement is subject to regulatory approval. SUN provides home healthcare services to patients in 14 central Pennsylvania counties from 7 branch office locations. SUN is a Medicare certified provider of home health and hospice care as well as licensed to provide private care services. SUN also operates an inpatient hospice unit and an information and referral center. For the fiscal year ended March 31, 2014, SUN s unaudited financial statements indicated assets of $2.0 million and revenues of $9.3 million. VII. Management s Summary of Financial Performance Management continues to focus on efficiency and operating profitability through focused growth and innovations in care delivery processes. In furtherance of these goals Geisinger has created a continuing initiative called Proven Innovation Drive for Excellence, known as PRIDE. PRIDE seeks to reengineer work, improve process reliability and set the national standard for delivering value to our community. The outcomes of these initiatives are expected to be improvements in clinical, administrative and financial performance. Capital spending and leverage remain prudently controlled. Geisinger s strategic plans focus on growing high-acuity, fee-for-service business by increasing penetration for these services in Geisinger s service area. Additionally, Geisinger seeks to manage the total cost of care through population health management initiatives, including expanded use of techniques such as ProvenHealth Navigator patient-centered medical home programs. Geisinger continues to consider opportunities to take advantage of the current economic environment and healthcare reform by expanding primary care and carefully evaluating partnering opportunities. Geisinger Health Plans are expected to show per-member per-month premium growth and continued profitability, resulting from effective management of variables affecting medical expense ratios, including prudent underwriting and innovative care management. Operational Highlights I. Geisinger Wyoming Valley and Geisinger-Community Medical Center Receive Safety Honors GWV has been named one of the Top Hospitals for Safety in the United States by the Leapfrog Group. Both GWV and G-CMC hold A safety ratings in the group s most recent report. GWV exceeded all Leapfrog measures and was designated a Best Performing Hospital in 10 of the 15 process measures. In 2013, The Leapfrog Group Hospital Safety Score graded 1,324 hospitals from A to F. To receive an A grade, GWV and G-CMC met stringent standards for delivering the highest quality care by preventing medical errors, reducing mortality for high-risk procedures, adequately staffing intensive care units and reducing readmissions. The Hospital Safety Score uses national performance measures from the voluntary Leapfrog Hospital Survey and other data to produce the letter grade representing a hospital s overall performance in keeping patients safe from preventable harm and medical errors. II. Geisinger Hospitals among First Certified in Geriatric Fracture Care GMC and GWV are two of the first five hospitals in the country to receive the highest level Platinum CORE Certification from the International Geriatric Fracture Society ( IGFS ). The CORE Certification Program is a global quality improvement initiative designed to recognize the achievements of geriatric fracture programs that exceed outcomes benchmarks in the management of elderly and fragility fractures. Geisinger hospitals exceeded national benchmarks on seven key quality indicators as identified by the IGFS in data submitted over the past year. The CORE Certification Program was developed by the IGFS team of international experts representing thought - 4 -

6 leaders in Asia, Europe, North America and South America to recognize achievements of geriatric fracture care programs delivering the highest quality care to this patient population. Management s Summary Geisinger s leadership continues to focus the clinical enterprise on prudent growth initiatives and innovative care redesign intended to ensure the System s long term success. Geisinger Health Plans show profitability and have introduced new care management initiatives to improve members health and reduce cost increases. It is anticipated that ongoing initiatives will result in maintenance of a strong balance sheet and operating success. These plans have already resulted in strong, sustained profitability from core operations. We continue to plan for a level of financial performance that will, for decades to come, support our mission to Heal Teach Discover Serve. Attachments: Geisinger Health System financial statement excerpts and utilization statistics for the nine months ended March 31, 2014 and 2013 Notes: 1 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 30, 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. 2 Definition of Geisinger Health System Throughout this document and the attachments hereto, Geisinger Health System, GHS, System or Geisinger refer to the entire health system, comprised of Geisinger Health System Foundation (the Foundation ) as parent and all subsidiary corporate entities comprising the System. 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 Estimates in Financial Statements The preparation of financial statements in accordance with generally accepted accounting principles requires GHS management to make assumptions, estimates and judgments that affect the amounts reported in financial statements, including the notes thereto and related disclosures, if any. GHS 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 sent to the known list of current holders of GHS long term debt obligations through remarketing agents and will be made available to the Electronic Municipal Market Access system ( EMMA ), a service of the Municipal Securities Rulemaking Board, at the same time

7 6 Days in Patient Receivables Days in patient receivables is 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 GMC; GWV; G-CMC; Community Medical Care, Inc.; G-BH; G-LH; Family Health Associates of Geisinger-Lewistown Hospital and Geisinger Clinic (collectively referred to as the Clinical Enterprise ), including activity among the Clinical Enterprise and Geisinger Health Plans. Calculations are based on average daily revenue for the three months prior to statement date

8 GEISINGER HEALTH SYSTEM CONSOLIDATED BALANCE SHEETS March 31, (Dollars In Thousands, Unaudited) ASSETS Current assets: Cash and cash equivalents (a) $151,148 $193,252 Investments (a) 506, ,025 Assets limited as to use - externally designated 6,338 5,889 Accounts receivable, net 317, ,559 Inventories and other 80,391 68,572 Total current assets 1,061, ,297 Long-term investments (a) 1,970,022 1,642,622 Assets limited as to use: By Board (a) 25,705 23,942 Under debt agreements 32,515 55,987 Other - externally designated 90,707 89,990 Total assets limited as to use, noncurrent 148, ,919 Property and equipment 1,956,020 1,713,207 Less: accumulated depreciation and amortization 911, ,674 Net property and equipment 1,044, ,533 Pledges receivable, net 6,850 6,731 Other assets 146, ,940 Assets held in trust 29,175 26,703 Total assets $4,407,469 $3,858,745 LIABILITIES AND NET ASSETS Current liabilities: Current installments of long-term debt $4,910 $7,139 Estimated third-party payor settlements 121, ,957 Accounts payable 42,817 53,386 Medical claims payable, accrued expenses and other 484, ,876 Total current liabilities 653, ,358 Long-term debt, net of current installments 1,043, ,423 Other liabilities and contingencies 311, ,170 Total liabilities 2,008,695 1,845,951 Net assets: Unrestricted 2,271,427 1,900,995 Unrestricted - noncontrolling interest 5,583 - Temporarily and permanently restricted 121, ,799 Total net assets 2,398,774 2,012,794 Total liabilities and net assets $4,407,469 $3,858,745 (a) Unrestricted cash, investments and designated by Board total $2,653,798 and $2,314,841, respectively at March 31, 2014 and 2013.

9 GEISINGER HEALTH SYSTEM CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS For the Nine Months Ended March 31, (Dollars In Thousands, Unaudited) Unrestricted net assets Revenue Patient service revenue, net of contractual allowances and discounts $1,379,953 $1,320,819 Provision for bad debts (46,259) (40,951) Net patient service revenue less provision for bad debts 1,333,694 1,279,868 Premium revenue 1,499,494 1,049,142 Other revenue 118, ,244 2,951,299 2,432,254 Expenses Salaries and benefits 1,185,742 1,056,950 Contracted services 1,042, ,394 Other expenses 542, ,593 Depreciation and amortization 90,527 82,684 2,861,576 2,307,621 Operating income $89,723 $124,633

10 GEISINGER HEALTH SYSTEM CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS For the Nine Months Ended March 31, (Dollars In Thousands, Unaudited) Operating income (brought forward) $89,723 $124,633 Investing and financing activities Net realized investment earnings 123,201 86,550 Net unrealized investment earnings 99, ,001 Net investment earnings 222, ,551 Interest expense (19,360) (19,052) Unrealized gain on derivatives 1,866 2,853 Contribution (expense) from acquisitions 22,558 (27,144) Gain from investing and financing activities 227, ,208 Nonoperating losses, net (17) (19) Excess of revenue and gains over expenses and losses 317, ,822 Other changes in unrestricted net assets Unrealized gain on derivatives 1,099 4,636 Net assets released from restriction, capital purchases 2,103 2,073 Contributions from non-controlling interest 25,000 - Net asset transfers for underwater endowments Other Increase in unrestricted net assets 345, ,712 Changes in restricted net assets: Contributions, net of uncollectibles 5,401 7,329 Contribution from acquisitions 727 9,776 Net investment gains 9,524 8,681 Net asset transfers for underwater endowments (12) (172) Net assets released from restriction, fund operations (4,033) (3,886) Net assets released from restriction, capital purchases (2,103) (2,073) Other (59) (212) Increase in restricted net assets 9,445 19,443 Increase in net assets 355, ,155 Net assets at beginning of year 2,043,690 1,703,639 Net assets at end of year $2,398,774 $2,012,794

11 GEISINGER HEALTH SYSTEM CONSOLIDATED STATEMENTS OF CASH FLOW For the Nine Months Ended March 31, (Dollars In Thousands, Unaudited) Operating activities Increase in net assets $355,084 $309,155 Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation and amortization 90,527 82,684 Provision for bad debts 46,364 40,960 Change in value of derivatives (2,965) (7,489) Net realized gain on investments (94,450) (60,102) Net unrealized gain on investments (104,465) (120,720) (Contribution) expense from acquisition, net of cash received (12,477) 19,695 Restricted contributions, investment gain and other (14,866) (15,798) Net change in working capital (100,192) (144,006) Other (8,494) (15,318) Net cash provided by operating activities 154,066 89,061 Investing activities Additions to property and equipment, net (155,154) (121,610) Sales (purchases) of investments and assets limited as to use (142,064) 20,099 Net cash used in investing activities (297,218) (101,511) Financing activities Proceeds from issuance of debt 169,400 29,793 Repayment of debt (62,529) (34,240) Deferred bond issuance costs (1,367) - Proceeds from restricted contributions, investment gain and other 14,866 15,798 Net cash provided by (used in) financing activities 120,370 11,351 (Decrease) increase in cash and cash equivalents (22,782) (1,099) Cash and cash equivalents at beginning of period 173, ,351 Cash and cash equivalents at end of period $151,148 $193,252

12 GEISINGER HEALTH SYSTEM UTILIZATION & PAYOR MIX STATISTICS For the Nine Months Ended March 31, Consolidated Utilization Statistics Staffed Beds (a) 1,142 1,001 Admissions (a) (d) 45,531 42,815 Observations/23-Hour Stays (d) 13,140 11,101 Patient Service Days (a) (d) 216, ,822 Average Length of Stay (days) (a) Percent of Occupancy Based on Staffed Beds (a) (d) 72.9% 75.8% Emergency Room Visits (d) 128, ,874 Clinic Outpatient Visits (b) 1,817,646 1,609,232 Patients Active in the Trailing Twelve Months 606, ,979 Managed Care Membership at Period End 467, ,368 Population Managed (c) 860, ,354 Consolidated Payor Source (gross) (e) Medicare 29.4% 29.6% Medicaid 7.7% 13.7% Commercial: Highmark Blue Cross/Blue Shield 7.9% 8.3% Capital Blue Cross 3.6% 3.6% Blue Cross of Northeastern PA 6.1% 6.0% Health America 0.9% 1.2% Other Commercial 7.0% 7.5% Subtotal Commercial 25.5% 26.6% Self-pay 1.4% 1.4% Other 2.0% 1.9% Total non Geisinger Insurance Operations 66.0% 73.2% Geisinger Health Plans: Commercial/TPA 12.9% 13.8% Medicaid 8.4% 0.9% Medicare Advantage 12.7% 12.1% Subtotal Geisinger Health Plans 34.0% 26.8% Total 100.0% 100.0% (a) Acute care statistics exclude 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