Upper Chesapeake Medical Center Inc.

“FAMILY OR BUSINESS RELATIONSHIP LYLE E. SHELDON AND JOSEPH E. HOFFMAN, III ARE OFFICERS IN a few of THE SAME BUSINESS ENTITIES.”

“EXISTENCE OF MEMBERS University of Maryland medical system corporation (UMMS) is the sole member of Upper Chesapeake Medical Center. UMMS may elect one or more board members of the governing body and all decisions of the governing body must be approved by UMMS.”

“ORGANIZATIONAL REVIEW OF FORM 990 THE BOARD OF UPPER CHESAPEAKE HEALTH SYSTEM, INC. ("HEALTH SYSTEM") related to the filling organization, HAS ASSIGNED THE EXECUTIVE COMMITTEE OF THE HEALTH SYSTEM'S BOARD TO REVIEW AND APPROVE ALL CONTENTS OF FORM 990 ON BEHALF OF THE BOARDS OF ALL HEALTH SYSTEM'S TAX-EXEMPT AFFILIATES. IN TURN, ONCE THE FORM 990 HAS BEEN APPROVED BY HEALTH SYSTEM'S EXECUTIVE COMMITTEE, A FINAL VERSION OF THE FORM 990 WILL BE MADE AVAILABLE TO ALL BOARD MEMBERS OF THE RESPECTIVE HEALTH SYSTEM'S TAX-EXEMPT AFFILIATES.”

“CONFLICT OF INTEREST POLICY The organization's written conflict of interest policy covers the following individuals: Directors, Principal Officers, and Senior Management. Furthermore, the policy extends to the family members (per Internal Revenue Service definition) of such Directors, Principal Officers, and Senior Management. The Board of Directors and any committee considering a contract, transaction or arrangement to which a known or potential conflict of interest relates, determines whether a conflict exists. Actual conflicts are reviewed by the Chairman of the Board. An individual with a known or potential conflict of interest must refrain from participating in, or acting on, the decision on any matter in which a conflict of interest, or even the appearance of such a conflict of interest, is present with respect to such individual and will remove himself or herself from any meeting or deliberations on the matter.”

“PROCESS FOR DETERMINING COMPENSATION The executive compensation committee of the board of directors approves compensation for the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and all key employees. The executive compensation committee utilizes but is not limited to the following resources in evaluating and establishing reasonable compensation: independent compensation consultants, compensation surveys and compensation studies. This organization and its tax-exempt affiliates strive to maintain an arm's length relationship between itself and its employees. It is the goal of the executive compensation committee to ensure that total compensation (compensation and benefits) paid to its employees is fair and reasonable. Finally, the process of setting and approving such compensation is performed annually by the board's executive compensation committee.”

“Documents available to the public the organization will make the following documents available to the public upon request: articles of incorporation, bylaws, conflict of interest policy, and audited financial statements.”

“LINE 2A - PROGRAM SERVICE REVENUE GROSS PATIENT REVENUE $ 321,357,300 LESS: ALLOWANCES & CHARITY POLICIES (27,014,374) Less: Assessments (13,195,098) -------------- NET PATIENT REVENUE $ 281,147,828”

“PART XI, LINE 9, OTHER CHANGES IN NET ASSETS Transfers to UCMS ($11,654,754) Transfers to UC Properties ($ 728,186) Transfers to UC Health Ventures ($ 868,276) Economic Interest in Legacy Funding ($ 6,737,520) Change in Fair Value of Swaps $ 1,001,673 Loss on Early Extinguishment of Debt $ 5,912,117 Unrealized Gain/(Loss) On Swap $ 3,976,000 Miscellaneous transfers $ 1,691,740 ------------ Total ($7,407,206)”

“To provide healthcare services to patients regardless of their ability to pay for such services. For more than 90 years, upper chesapeake health has been providing comprehensive, high quality healthcare. Its two hospitals, harford memorial hospital and upper chesapeake medical center offer some of the area's most advanced inpatient and outpatient services so that patients can enjoy the superior wellness resources a healthy lifestyle needs, without leaving their neighborhood. Upper chesapeake health system is a community-based, non-profit health system located in harford county, maryland. Our vision is based on creating the healthiest community in maryland. Building on that vision, we have a strong commitment to service excellence. So much so that it has become part of the fabric of the healthcare experience at upper chesapeake health. Upper chesapeake health system has over 2,500 physicians and healthcare professionals who are delivering care for the mind, body, and spirit in settings from offices, to outpatient centers, to hospitals, to shopping centers, to businesses, and to homes. Upper chesapeake medical center is a member of the upper chesapeake health system. Upper chesapeake medical center(the medical center) is an acute care, non-profit facility offering a full complement of medical, diagnostic and emergency care services. The medical center is fully accredited by the joint commission on the accreditation of healthcare organizations (jcaho). This premier health care facility incorporates several trends that reflect how health care is changing, including reorientation towards outpatient care, more acutely ill patients in the hospital and flexibility for growth and change to meet our community's future health care needs. Located on the medical campus is the upper chesapeake medical center with 194 acute care beds. Adjacent to the medical center is the ambulatory care center of harford county, containing physician offices, outpatient imaging and laboratory procedures, outpatient pre-assessment testing and assessment, upper chesapeake cardiovascular institute, and the administrative offices of the university of maryland upper chesapeake health system. Also located next to the medical center, is a pre-existing medical office building with physician offices and other healthcare related services, a parking garage and a second medical office building which includes outpatient services and physician offices. Harford memorial hospital and upper chesapeake medical center maintain charity care programs and, in addition, conduct many community outreach and community building activities including: - community health education programs which include newborn baby care, sitter safety program, infant cpr, infant safety, stop smoking class, kids safety class, and prenatal breast feeding class - support groups including breast feeding support, breast cancer awareness groups, perinatal bereavement, asthma support group, widow and widowers support group, grief support group, prostate cancer support group, amputee network, brain injury support group, stroke club, lupus support group, and others - health screenings including screenings for osteoporosis, cardiac problems, blood pressure, and other issues - free and mobile clinic”