2011-11-15T11:10:40-06:00 2010-12-31 GRANT THORNTON LLP 2001 MARKET STREET SUITE 3100 PHILADELPHIA PA 19103 990 2010-01-01 521253920 UPPER CHESAPEAKE MEDICAL CENTER UPPE 4108773700 500 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 JOSEPH E HOFFMAN III 4436433340 2011-11-14 true 2155614200 2010 2016-02-24 21:20:13Z LYLE E SHELDON 520 UPPER CHESAPEAKE DR STE BEL AIR MD 21014 248893511 false X WWW.UCHS.ORG X 1997 MD ACUTE HOSPITAL CARE 15 11 2125 702 0 0 472192 27538437 200218598 201719717 315000 102580 10629 169420 201016419 229530154 82083 11364025 0 0 87534205 89163616 0 0 0 99663766 101925468 187280054 202453109 13736365 27077045 277103492 300806783 207411891 213904536 69691601 86902247 X ACUTE HOSPITAL CARE false false 150641848 11364025 201719717 SEE SCHEDULE O 150641848 true true false true false false false false false true false false true true true false true false false false false false false false false true false true false true true false false false false false false false false false false false false false false false true false false false false true 7 0 true 2125 true false true false false false false false false false false false X 15 11 true false false false true false false true true false false true true true true true true true true true false MD X JOSEPH E HOFFMAN III 4436433340 520 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 X H WILLIAM ACKER 5.0 X X 0 0 0 STEVEN M BENTMAN MD 1.0 X 20833 0 0 JOHN H CAIN 1.0 X 0 0 0 DIANE K FORD 1.0 X 0 0 0 ROBERT F HOOFNAGLE JR MD 1.0 X 58600 0 0 M SCOT KAUFMAN 5.0 X X 0 0 0 ANDREW KLEIN 1.0 X 0 0 0 JAMES LAMBDIN 1.0 X 0 0 0 ANTHONY J MEOLI 1.0 X 0 0 0 ROGER E SCHNEIDER MD 5.0 X X 0 0 0 LYLE E SHELDON 5.0 X X 0 755430 196177 RICHARD P STREETT JR VMD 1.0 X 0 0 0 ADELE A WILZACK RN MS 1.0 X 0 0 0 ALBERT J A YOUNG 1.0 X 0 0 0 FAHEEM YOUNUS MD 1.0 X 175882 0 0 JOYCE FOX 20.0 X 0 202582 41437 JOSEPH E HOFFMAN III 5.0 X 0 363940 107678 KENNETH D KOZEL 5.0 X 0 378133 99448 DEAN C KASTER 5.0 X 0 260785 74808 MARGARET M VAUGHAN 5.0 X 0 368719 107480 E SCOTT CONOVER 5.0 X 0 330806 49761 TONI M SHIVERY 5.0 X 0 196127 56071 ROY PHILLIPS 40.0 X 190373 0 39369 ANGELA M KAITIS 40.0 X 127596 0 43262 PAMELA C MCLAUGHLIN 40.0 X 128079 0 41581 PATRICIA ERCOLANO 40.0 X 136697 0 30380 JEFFREY M GORSCHBOTH 40.0 X 138568 0 24675 976628 2856522 912127 6 false true false NORTHEAST BALTIMORE ACUTESDAVITA PO BOX 89 BEL AIR MD 21014 DIALYSIS SERVICES 374489 HASKINS COOK O'MARA 10845 PHILADELPHIA ROAD WHITE MARSH MD 21162 PHYSICIAN FEES 396070 NORTHERN CHESAPEAKE ANESTHESIA ASSO 500 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 PHYSICIAN FEES 2188648 MEDQUIST TRANSCRIPTIONS LTD PO BOX 29307 NEW YORK NY 10087 TRANSCRIPTION SRVS 351203 SHEPPARD PRATT HEALTH SYSTEM 6501 N CHARLES STREET BALTIMORE MD 21204 BEHAVIOR HEALTH MGMT 341189 18 27538437 27538437 NET PATIENT SERVICE REVENUE 621110 201644807 201644807 SPINE CENTER/ENDOCRINOLOGY 621110 74910 74910 201719717 97230 97230 0 0 1641328 2998250 -1356922 -1356922 -1356922 16370457 16365107 5350 5350 5350 0 0 0 CAFETERIA SALES 900099 969170 969170 VENDING MACHINES/PURCHASE DISCOUNTS 900099 39062 39062 MISCELLANEOUS 900099 518110 518110 1526342 229530154 201719717 0 272000 11364025 11364025 0 0 0 0 0 72564189 54462024 18102165 3489693 2619140 870553 7026079 5273324 1752755 6083655 4566001 1517654 0 0 0 0 0 0 6113178 3770318 2342860 781274 1141 780133 44053383 39938376 4115007 0 0 2656149 2656149 21701 8965 12736 0 71728 71728 3189861 2090797 1099064 0 8307911 6088913 2218998 2675363 2007956 667407 PROVISION FOR BAD DEBT 12766823 12766823 MANAGEMENT FEES - UCHS 6236065 6236065 PURCHASED SERVICES 3679334 2020260 1659074 MAINTENANCE CONTRACT 2844603 1134504 1710099 CONTRACT MANAGEMENT 1255061 1255061 7273034 2529281 4743753 202453109 150641848 51811261 0 16217044 20493286 20341417 21238343 4434393 4325056 615565 444953 214279791 67840368 149848900 146439423 38948645 53944023 702993 543168 45994535 53378531 277103492 300806783 18195610 21364795 149343332 147235698 39872949 45304043 207411891 213904536 X 69691601 86902247 69691601 86902247 277103492 300806783 X 27077045 -9866399 X false true true X false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false false false false false false true 22855 22855 false false LOBBYING ACTIVITIES SCHEDULE C, PART II-B, LINE 1I LOBBYING EXPENSES IN THE AMOUNT OF $22,855 FOR 12/31/10 REPRESENT A PORTION OF THE DUES PAID TO AMERICAN HOSPITAL ASSOCIATION AND MARYLAND HOSPITAL ASSOCIATION. THESE ASSOCIATIONS ALLOCATE A PORTION OF MEMBER DUES TO LOBBYING ACTIVITY. 6947918 6947918 136525710 26712651 109813059 2087721 503740 1583981 43640451 30684691 12955760 25077991 9939286 15138705 146439423 OTHER ACCTS RECEIVABLE 272451 DEFERRED FINANCING COSTS 582251 DUE FROM AFFILIATES 44463263 FUNDS HELD BY TRUSTEE 7332566 SYSTEM UPGRADE ASSET 728000 53378531 0 ADVANCES FROM THIRD PARTIES 4405406 DUE TO AFFILIATES 1071418 ACCRUED PENSION LIABILITY 3413000 BOND INTEREST RATE SWAP 36414219 45304043 229530154 202453109 27077045 -55212 -9811093 -9866305 17210740 222662099 -55212 -9811093 -9866305 232528404 -2998250 -2998250 229530154 205451359 2998250 2998250 202453109 202453109 INCOME TAXES (FIN 48) PART X, QUESTION 2 Upper Chesapeake Medical Center accounts for tax provisions in accordance with FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, included in ASC Subtopic 740-10, Income Taxes - Overall, which clarifies the accounting for uncertainty in tax provisions. FIN 48 requires that Upper Chesapeake Medical Center recognize the impact of an uncertain tax position in its financial statements if that position is more likely than not to be sustained on audit, based on the technical merits of the position. SCHEDULE D, PART XI, LINE 8 RECONCILIATION OF CHANGE IN NET ASSETS FROM FORM 990 TO AUDITED FINANCIALS UNREALIZED GAIN/(LOSS) ON SWAP (11,765,683) MINIMUM PENSION LIABILITY 1,954,590 ------------ TOTAL (9,811,093) SCHEDULE D, PART XII RECONCILIATION OF REVENUE LINE 2D UNREALIZED GAIN/(LOSS) ON SWAP (11,765,683) MINIMUM PENSION LIABILITY 1,954,590 ------------ TOTAL (9,811,093) LINE 4B RECLASS - RENTAL EXPENSES (2,998,250) SCHEDULE D, PART XIII RECONCILIATION OF EXPENSES LINE 2D RECLASS - RENTAL EXPENSES $2,998,250 true true X true X true X true true true false true true 10342624 10342624 0.06000 10342624 10342624 0.06000 688476 262830 425646 0.00220 129871 129871 0.00060 2650773 2650773 0.01000 89633 89633 0.00040 3558753 262830 3295923 0.01320 13901377 262830 13638547 0.07320 true 12766823 1561298 74530966 71737610 2793356 X true true 1 1 UPPER CHESAPEAKE MEDICAL CENTER INC

500 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014

X X X UPPER CHESAPEAKE MEDICAL CENTER INC 1 true true 200. true 300. true X X X X true true X X X X X X true X X true X X X X X true X false true 1 UC HEALTH LINK CLINIC

2027 PULASKI HWY SUITE 206 HAVRE DE GRACE MD 21078

PRIMARY CARE CLINIC-INDIGENT PART III, SECTION A, LINE 4 BAD DEBT EXPENSE The Hospital grants credit to patients, substantially all of whom are local residents. The Hospital generally does not require collateral or other security in extending credit; however, the Hospital routinely obtains assignment of (or are otherwsie entitled to receive) patients' benefits receivable under their health insurance programs, plans or policies. PART III, SECTION B, LINE 8 COMMUNITY BENEFIT AND SHORTFALL The Hospital did not have a Medicare shortfall. PART III, SECTION C, LINE 9B COLLECTION PRACTICES IT IS THE POLICY OF UPPER CHESAPEAKE MEDICAL CENTER ("UCMC") TO ATTEMPT TO COLLECT PAYMENT FOR ALL SERVICES RENDERED TO PATIENTS IN THE MOST EFFICIENT AND PATIENT FRIENDLY MANNER. UCMC WILL FIRST ATTEMPT TO COLLECT PAYMENT FROM THE PATIENT'S INSURANCE COMPANY. IN THE EVENT THE PATIENT HAS NO INSURANCE OR LIMITED INSURANCE COVERAGE, UCMC WILL ATTEMPT TO QUALIFY THE PATIENT FOR THE MARYLAND MEDICAL ASSISTANCE PROGRAM AND/OR UCMC'S FINANCIAL ASSISTANCE POLICY. PART V, LINES 15E/16E/19D/21 Billing and Collections: Line 15E PATIENTS WHO ARE LEFT WITH A BALANCE AFTER ALL INSURANCES HAVE BEEN PURSUED AND FINANCIAL ASSISTANCE HAS BEEN OFFERED WILL BE FORWARDED TO A COLLECTION AGENCY AS A LAST RESORT TO OBTAIN PAYMENT FROM THE PATIENT. Line 16E TWO AGENCIES ARE EMPLOYED BY UCMC; EACH RECEIVING APPROXIMATELY FIFTY PERCENT OF THE ACCOUNT (BASED ON TEH FIRST LETTER OF THE LAST NAME OF EACH PATIENT). ACCOUNTS PLACED WITH ONE OF THE COLLECTION AGENCIES ARE CLASSIFIED AS BAD DEBTS AND REMOVED FROM ACCOUNTS RECEIVABLE. Charges for Medical Care: Lines 19D & 21 THE STATE OF MARYLAND HEALTH SERVICES COST REVIEW COMMISSION SETS RATES FOR ALL HOSPITALS IN THE STATE. THOSE RATES ARE APPLIED UNIFORMLY TO ALL PATIENTS. GROSS CHARGES MAY NOT BE DISCOUNTED OUTSIDE OF STATE-ACCEPTED DISCOUNTS FOR PROMPT PAYMENT AND ADVANCE FUNDING. IF A PATIENT QUALIFIES FOR FINANCIAL ASSISTANCE, A PERCENTAGE OF THE GROSS CHARGES ARE THEN WRITTEN-OFF TO CHARITY CARE. PART VI, SUPPLEMENTAL INFORMATION NEEDS ASSESSMENT Every three years a Community Health Assessment Survey/Plan is performed. PART VI, SUPPLEMENTAL INFORMATION PATIENT EDUCATION OF ELIGIBILITY FOR ASSISTANCE The Hospital displays signs at every registration point informing the patients about the availability of the various financial and medical assistance programs. The Hospital offers every self-pay patient or any patient who inquires the financial assistance informational packet and application. The cover sheet for the financial assistance packet also includes information on obtaining Medical Assistance. In addition, the Hospital has a financial counselor that visits the self-pay patient in the emergency department or in the patient's room to discuss what is available to them. The Hospital also employs a medical assistance advocacy company to assist the hospital's patients get medical assistance. The Hospital also provides information about the programs in each billing statement. PART VI, SUPPLEMENTAL INFORMATION COMMUNITY INFORMATION The service area of the Upper Chesapeake Health System, which includes Upper Chesapeake Medical Center, consists of the northeast part of Maryland, including Harford County, western Cecil County and portion of Baltimore County. This service area is located at the apex of the Chesapeake Bay and is spread across 536 square miles. It contains, among others, the cities and towns of Havre de Grace, Aberdeen, Bel Air, Fallston, and Edgewood. The service area enjoys a diverse economic base, ranging from concentrations in service, manufacturing, distribution, and retail, to Federal government employment. Harford Community College provides a local venue for advanced education and Harford County's proximity to Baltimore gives it access to nationally recognized universities which help provide a skilled workforce. The Service Area is served by Interstate 95, Amtrak and freight rail lines along the busy east-coast transportation corridor between New York and Washington, DC. In 2007, the Service Area had a total population of 276,500 people with historical annual growth rates of approximately 1.8% per year. This growth has been characterized by an influx of young families seeking suburban environment in which to live and is complemented by a growth in businesses and other services that follow young, middle class families. In 2007, the Service Area had an estimated 101,930 households with a median family income of $67,300 and an average household income of $81,000. 87% of the service area's adults over the age of 25 are high school graduates or higher; 27% achieved bachelor's degrees or higher. The service area's growth and geographic location explain its ability to attract major east-coast distribution center and industry, which have provided additional employment opportunities in the service area. In December 2007, the service area had a work force of approximately 142,829. Please see Schedule O for more information. PART VI, SUPPLEMENTAL INFORMATION PROMOTION OF COMMUNITY HEALTH UPPER CHESAPEAKE MEDICAL CENTER DID NOT HAVE COMMUNITY BUILDING ACTIVITIES DURING THE CALENDAR YEAR ENDED DECEMBER 31, 2010. PART VI, SUPPLEMENTAL INFORMATION AFFILIATED HEALTH CARE SYSTEM Upper Chesapeake Medical Center, Inc. (UCMC) is one hospital in an "Affiliated Health Care System" that includes a second hospital, Harford Memorial Hospital, Inc. (HMH), a physician services organization (Upper Chesapeake Medical Services, Inc.), a property holding company (Upper Chesapeake Properties, Inc.), a hospice residence (Upper Chesapeake Residential Hospice House, Inc. & Hospice of Harford County LLC) and a for-profit venture with investments in private imaging services (Upper Chesapeake Health Ventures, Inc.). The "System" provides a broad range of community health care services, including preventive, ambulatory, acute and hospice services, through an integrated health care delivery system in Harford County and parts of Baltimore and Cecil Counties, in northeast Maryland. UCMC and HMH are the only hospitals in Harford County, Maryland. UCMC offers acute care services, including intensive care, emergency and other outpatient services, and has the only acute care maternity services in Harford County. PART VI, SUPPLEMENTAL INFORMATION STATE FILING OF COMMUNITY BENEFIT REPORT The Health Services Cost Review Commission, the State agency that regulates hospital rates in Maryland, requires a Community Benefit Report to be filed annually. true UPPER CHESAPEAKE PROPERTIES 520 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 521907237 501(C)(2) 3014956 LOAN PAYOFF UPPER CHESAPEAKE MEDICAL SERVICES 520 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 521501734 501(C)(3) 8349069 PHY PRACTICE SUPPRT 2 SCHEDULE I - GRANTS & OTHER ASSISTANCE PART I, QUESTION 2 - GENERAL INFORMATION ON GRANTS AND ASSISTANCE ALTHOUGH THE FILING ORGANIZATION DOES NOT HAVE FORMALIZED INTERNAL PROCEDYRES FOR MONITORING THE USE OF GRANT FUNDS IN THE UNITED STATES, THE FILING ORGANIZATION DOES HAVE A WRITTEN AND APPROVED CHARITABLE GIVING POLICY AND PROCEDURE. THERE IS WRITTEN CRITERIA REGARDING THE RECOMMENDATIONS FOR CONSIDERATION WHEN EVALUATING CONTRIBUTION REQUESTS SUCH AS FOLLOWS: (1) THAT CONTRIBUTIONS WILL BE MADE ONLY TO ORGANIZATIONS FOR PURPOSES CONSISTENT WITH UPPER CHESAPEAKE HEALTH SYSTEM'S (PARENT ENTITY) VISION AND MISSION. (2) CONTRIBUTIONS WILL BE MADE ONLY TO NOT-FOR-PROFIT ORGANIZATIONS. (3) CONTRIBUTIONS WILL PREFERABLY BE MADE TO ORGANIZATIONS WHICH DIRECTLY SERVE THE CITIZENS OF HARFORD AND CECIL COUNTIES. (4) CONTRIBUTIONS WILL NOT BE GIVEN TO INDIVIDUALS (EXLUDING SCHOLARSHIPS). (5) CONTRIBUTIONS WILL NOT BE MADE FOR RELIGIOUS PURPOSES; HOWEVER, THERE MAY BE CONTRIBUTIONS GIVEN FOR A SPECIFIC EFFORT OR PROGRAM WITHIN A CHURCH OR RELIGIOUS FACILITY WHICH PROVIDES HEALTH-RELATED SERVICES TO THE BROADER COMMUNITY. (6) CONTRIBUTIONS WILL NOT BE MADE IN SUPPORT OF POLITICAL ADVOCACY. (7) UPPER CHESAPEAKE HEALTH SYSTEM WILL STRIVE TO DONATE TO ORGANIZATIONS WHERE THE MAJORITY OF THE FUNDS RECEIVED ARE APPLIED DIRECTLY TO THE NEED THE ORGANIZATION IS DESIGNED TO MEET. *** REQUESTS FOR $5,000 AND UNDER ARE REFERRED TO THE PRESIDENT/CEO FOR REVIEW AND APPROVAL *** REQUESTS FOR GREATER THAN $5,000 ARE REFERRED TO THE COMMUNITY DEVELOPMENT COMMITTEE FOR DISCUSSION AND APPROVAL X X X X X false true false false false false false false LYLE E SHELDON 0 488792 0 216674 0 49964 0 160200 0 35977 0 951607 FAHEEM YOUNUS MD 0 0 0 0 175882 0 0 0 0 0 175882 0 JOYCE FOX 0 155276 0 36351 0 10955 0 39826 0 1611 0 244019 JOSEPH E HOFFMAN III 0 243610 0 94643 0 25687 0 79634 0 28314 0 471888 KENNETH D KOZEL 0 253777 0 95946 0 28410 0 76876 0 22572 0 477581 DEAN C KASTER 0 195672 0 62577 0 2536 0 51605 0 23203 0 335593 MARGARET M VAUGHAN 0 265627 0 90383 0 12709 0 83392 0 24088 0 476199 E SCOTT CONOVER 0 232278 0 80998 0 17530 0 48616 0 1154 0 380576 TONI M SHIVERY 0 150057 0 36940 0 9130 0 34858 0 21213 0 252198 ROY PHILLIPS 189496 0 0 0 877 0 22691 0 16678 0 229742 0 ANGELA M KAITIS 114002 0 13131 0 463 0 25702 0 17560 0 170858 0 PAMELA C MCLAUGHLIN 94388 0 33614 0 77 0 20262 0 21319 0 169660 0 PATRICIA ERCOLANO 120028 0 16669 0 0 0 10627 0 19753 0 167077 0 JEFFREY M GORSCHBOTH 106943 0 31545 0 80 0 1471 0 23204 0 163243 0 SCHEDULE J, COMPENSATION INFORMATION PART I, QUESTION 4B AN ORGANIZATION RELATED TO THIS FILING ORGANIZATION MADE SPLIT DOLLAR LIFE INSURANCE PLAN CONTRIBUTIONS TO THE FOLLOWING MEMBERS OF SENIOR LEADERSHIP WHO ARE LISTED ON THIS FILING ORGANIZATION'S FORM 990, PART VII, SECTION A, LINE 1A: LYLE E SHELDON $107,000 JOSEPH E HOFFMAN III $ 28,616 DEAN C KASTER $ 22,510 MARGARET M VAUGHAN $ 31,167 MARYLAND HEALTH & HIGHER ED FACILITIES AUTHORITY 520936091 5742172P9 2008-08-08 124100000 REFINANCE EXISTING DEBT false false false MARYLAND HEALTH & HIGHER ED FACILITIES AUTHORITY 520936091 5742172P9 2008-08-08 55325000 REFINANCE EXISTING DEBT false false false 125300000 0 129980000 0 0 103437431 732972 227228 0 3720000 0 0 2008 true false true true 54125000 0 58596000 3977000 0 42124236 493714 0 0 0 0 0 2008 true false true true false false false false false 0.00000 0.00000 0.00000 true false false false false false 0.00000 0.00000 0.00000 true false true true BANK OF AMERICA 35. false false false false false false false false false false false false false SCHEDULE K - SUPPLEMENTAL INFORMATION The Obligated Group on the bond issues identified in Schedule K include both Upper Chesapeake Medical Center, Inc. (52-1253920) and Harford Memorial Hospital, Inc. (52-0591484). PART VI, SECTION A, GOVERNING BODY & MANAGEMENT, QUESTION 2 FAMILY OR BUSINESS RELATIONSHIP LYLE E SHELDON AND JOSEPH E HOFFMAN III ARE OFFICERS IN THE SAME BUSINESS ENTITIES. THE SAME BUSINESS ENTITIES ARE THE FOR-PROFT CORPORATIONS OR PARTNERSHIPS THAT ARE RELATED TO THIS FILING ENTITY. PLEASE SEE FORM 990, SCHEDULE R. PART VI, SECTION A, GOVERNING BODY & MANAGEMENT, QUESTION 6 EXISTENCE OF MEMBERS UPPER CHESAPEAKE HEALTH SYSTEM AND UNIVERSITY OF MARYLAND MEDICAL SYSTEM ARE PARTNERS IN A MARYLAND LIMITED LIABILITY COMPANY NAMED UCHS/UMMS VENTURE LLC ("VENTURE"). THE VENTURE WAS ORGANIZED FOR CHARITABLE PURPOSES TO COORDINATE ACTIVITIES OF HEALTHCARE FACILITIES AND OTHER CORPORATE BODIES WHOSE PURPOSES INCLUDE THE PROVISION OF HEALTHCARE SERVICES OR FINANCIAL ASSISTANCE TO HEALTHCARE FACILITIES IN HARFORD COUNTY, MARYLAND. VENTURE IS THE SOLE MEMBER OF THIS FILING ORGANIZATION. PART VI, SECTION B, POLICIES, QUESTION 11B ORGANIZATIONAL REVIEW OF FORM 990 THE BOARD OF UPPER CHESAPEAKE HEALTH SYSTEM, INC. ("HEALTH SYSTEM") 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. FORMAL NOTIFICATION OF THE FINAL AND APPROVED FORM 990 FOR EACH OF THE HEALTH SYSTEM'S AFFILIATES AS WELL AS ITS AVAILABILITY WILL BE COMMUNICATED TO THE APPLICABLE BOARD MEMBERS ON OR BEFORE THE FILING OF THE FORM 990. PART VI, SECTION B, POLICIES, QUESTION 12C 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. PART VI, SECTION B, POLICIES, QUESTION 15 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. PART VI, SECTION C, DISCLOSURE, QUESTION 19 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 (HARFORD MEMORIAL HOSPITAL, INC. AND UPPER CHESAPEAKE MEDICAL CENTER, INC.). PART VIII - STATEMENT OF REVENUE LINE 2A - PROGRAM SERVICE REVENUE PATIENT SERVICE REVENUE $226,535,129 NET CONTRACTUAL ALLOWANCES (24,890,322) ------------ NET PATIENT REVENUE $201,644,807 ============ PART VII, SECTION A, PART I AVERAGE HOURS PER WEEK The following chart details the filing organization's board of directors members and officers who are also board of directors members and officers of related exempt organizations and the hours spent per week on duties for those related exempt organizations. The chart does not reflect hours spent per week on duties for any related for-profit entities. The hours reflected in Part VII, Section A, Column B are only the average hours per week for this filing organization. UCF HMH UCMS UCP UCHC UCHS HH UCRHH LYLE E. SHELDON 1 5 1 1 .50 40 1 .50 PRES/CEO JOSEPH E. HOFFMAN 1 1 1 1 1 40 - 1 SR VP/CFO JOYCE FOX - 20 - - - - - - VP PATIENT SERVICES/CNO MARGARET M. VAUGHAN - 5 1 - - 40 - - SR VP/CMO KENNETH D. KOZEL 1 5 1 1 1 40 - - SR VP/COO DEAN C. KASTER - 5 - - - 40 - - SR VP/CORP STRTGY/PLNING TONI M. SHIVERY - 5 - - - 40 - - VP/HUMAN RESOURCES E. SCOTT CONVOER - 5 1 - - 40 - - SR VP/GENERAL COUNSEL UCF - UPPER CHESAPEAKE HEALTH FOUNDATION HMH - HARFORD MEMORIAL HOSPITAL UCMS - UPPER CHESAPEAKE MEDICAL SERVICES UCP - UPPER CHESAPEAKE PROPERTIES UCHC - UPPER CHESAPEAKE/ST. JOE'S HOME CARE UCHS - UPPER CHESAPEAKE HEALTH SYSTEM HH - HEALTHY HARFORD UCRHH - UPPER CHESAPEAKE RESIDENTIAL HOSPICE HOUSE PART XI, LINE 5 RECONCILIATION OF NET ASSETS UNREALIZED GAIN/(LOSS) ON SWAP (11,765,683) MINIMUM PENSION LIABILITY 1,954,590 UNREALIZED GAIN/(LOSS) ON SECURITIES (55,212) ROUNDING (94) ------------- Total (9,866,399) PART III, PROGRAM SERVICE ACCOMPLISHMENTS 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 HEALTH CARE. ITS TWO HOSPITALS, HARFORD MEMORIAL HOSPITAL AND UPPER CHESAPEAKE MEDICAL CENTER OFFER SOME OF THE AREAS 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 HOMES. UPPER CHESAPEAKE MEDICAL CENTER IS A MEMBER OF THE UPPER CHESAPEAKE HEALTH SYSTEM. UPPER CHESAPEAKE MEDICAL CENTER IS AN ACUTE CARE, NON-PROFIT FACILITY OFFERING A FULL COMPLEMENT OF MEDICAL, DIAGNOSTIC AND EMERGENCY CARE SERVICES. THE HOSPITAL 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 UPPER CHESAPEAKE HEALTH. 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 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 CLINICS A NUMERICAL SUMMARY OF COMMUNITY ACTIVITIES FOR UPPER CHESAPEAKE MEDICAL CENTER IS AS FOLLOWS: # OF STAFF HOURS # OF ENCOUNTERS COMMUNITY HEALTH SERVICES 1,589 12,930 DIRECT COST ($) INDIRECT COST ($) COMMUNITY HEALTH SERVICES 455,978 232,498 TRANSITIONAL HEALTH SERVICES 2,891,918 1,474,554 --------- --------- TOTAL HOSPITAL COMMUNITY BENEFIT 3,347,896 1,707,052 OFFSETTING NET COMMUNITY REVENUE ($) BENEFIT ($) COMMUNITY HEALTH SERVICES 262,830 425,646 TRANSITIONAL HEALTHSERVICES - 4,366,472 CHARITY CARE - 2,213,557 ------- --------- TOTAL HOSPITAL COMMUNITY BENEFIT 262,830 7,005,675 COMMUNITY OUTREACH In 2010, HealthLink had approximately 22,350 community-wide adult contacts through their screening and education programs, flu vaccination clinics, support groups and HealthLink Primary Care Clinic visits. Approximately 5,449 of these contacts were for health screenings (blood pressure, body fat, cholesterol, osteoporosis, stroke, sleep, diabetes risk assessments, foot and eye screenings, and cancer screenings). An additional 3,890 contacts were realized through the HealthLink Primary Care Clinic. Over 2,000 influenza vaccinations were administered countywide. In addition to influenza vaccinations, Community Outreach provided an additional 56 H1N1 vaccinations. Community Outreach also provided local businesses with employee health screenings and vaccinations totaling 469 encounters. And more than 6,000 Harford County children received health education from Upper Chesapeake Community Outreach. Senior Center Programs - In addition to Community Health holding monthly blood pressure screenings at all five senior centers, Spring Health Carnivals were held at each center. The focus was on general health and well-being as well as staying active. Health screenings and physical activities were provided in a carnival atmosphere by Community Outreach. Approximately 200 seniors participated in one of the carnivals. Children's Programs - A total of 887 children were involved with our Glo Germ Program. This is a program that emphasizes how infection is spread and the importance of good hand washing habits. - Approximately 2,070 children were exposed to our "KATU" (Kids Against Tobacco Use) program and new Smoking Out the Truth. These programs teach children, adolescents, and teens about the dangers associated with tobacco use. "Toxic Soup" is a program that addresses the effects of secondhand smoke, which is a program included at times. - Approximately 219 children attended our Teddy Bear Clinics. This is a program that familiarizes children with the hospital experience. - "Be Smart about Body Art" was developed in 2007. It educates teens about the potential dangers associated with body piercing and tattooing. This program has been very successful with over 393 teens being educated in 2010. - "How Sweet It Is" was a new interactive program developed this year. The program educates children and adults on the sugar content in many of their favorite drinks including juice boxes, sports drinks, soda, flavored water, and popular coffee drinks. - Over 275 underserved children were fitted and given a bike helmet through HealthLink events in 2010. More than 6,000 Harford County children participated in one of the above listed children's programs in 2010. VACCINES Community Outreach administered approximately 2,000 community flu vaccinations and an additional 56 H1N1 vaccinations. "Dining with Docs" Lectures In 2010, "Dining with Docs" community lectures were held at both Upper Chesapeake Medical Center and Harford Memorial. A total of 138 community residents attended the lectures. 1N2N3N Cancer Event Free cancer screenings were offered at a half day Countywide Cancer event. Over eight County Agencies partnered with Community Outreach to provide cancer education and screenings to more than 178 county residents. The event was held at Harford Community College. The keynote speaker was Jayne Miller from Channel 11 and three of Upper Chesapeake Physicians provided lectures on cancer screenings, environmental effects and cancer, as well as the importance of taking time for you. HealthLink Community Wellness Center In 2010, the HealthLink Community Wellness Center, which operates from the HL Medical Mobile Van, had 160 residents participate in one of the available health screenings offered throughout the year. A third location at Cardiff Shop Rite was added mid-year. Primary Care Clinic The HealthLink Primary Care Clinic (PCC) provided primary care on a sliding fee scale to low income adults age 19 and above who are uninsured or underinsured and meet specific income criteria. In 2010, the PCC had approximately 1,500 established patients and a total of 3,890 patient encounters, up from 3,498 patient visits in 2009. HealthLink Call Center -In 2010, our HealthLink Call Center handled approximately 7,500 calls. This included almost 1,300 physician referral and 2,600 service calls. A new Call Center program and software, ECHO, was installed in 2010. - The "flu HOTLINE" was reinstated to keep the community better informed about the locations and times that flu clinics were being held throughout the county. As new information became available or changed, the recording on the HOTLINE was updated so that residents could get accurate information. Support Groups Two HealthLink RNs facilitate countywide support groups:chd stroke and diabetes. Both groups meet monthly; the stroke group meets at UCMC and the diabetes group meets at the Aberdeen Senior Center. The stroke group averages 12 participants per meeting (144 participants per year) and the diabetes group averages 17 participants per meeting (204 participants per year). HealthLink and Community Health Improvement Coalitions and Committees - Harford County School Health Board - Harford County Tobacco Coalition - Harford County Cancer Coalition - Harford County Highway Safety Committee - Office on Aging Advisory Board - Harford County Homeless Advisory Board UPPER CHESAPEAKE HEALTH SYSTEMS INC 520 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 521398513 HLTHCARE SVCS MD 501(c)(3) 11C;III-FI NA UPPER CHESAPEAKE HEALTH FOUNDATION INC 520 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 521398507 FIN SUPPORT MD 501(c)(3) 11A UCHS UPPER CHESAPEAKE MEDICAL SERVICES INC 520 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 521501734 PHYSICIAN SVC MD 501(c)(3) 9 UCHSUMMS VN HARFORD MEMORIAL HOSPITAL INC 520 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 520591484 HOSPITAL CARE MD 501(c)(3) 3 UCHSUMMS VN UPPER CHESAPEAKE PROPERTIES INC 520 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 521907237 TITLE HOLDING MD 501(c)(2) N/A UCHSUMMS VN UPPER CHESAPEAKEST JOE'S HOME CARE INC 520 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 521229742 HOSPICE CARE MD 501(c)(3) 9 UCHSUMMS VN UPPER CHESAPKE RESIDENTIAL HOSPICE HOUSE 520 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 260737028 HOSPICE CARE MD 501(c)(3) 7 UCHSUMMS VN HEALTHY HARFORD INC 2027 PULASKI HWY SUITE 215 HAVRE DE GRACE MD 21078 521944325 HEALTH INIATV MD 501(c)(3) 7 NA UCHSUMMS VENT LLC 520 UPPER CHESAPEAKE BEL AIR MD 21014 522178070 MEDICAL SERVICES MD NA N/A UCHSUMMS REAL ESTATE TRUST 520 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 276803540 HOLD LAND MD NA N/A UPPER CHESAPEAKE HEALTH VENTURES INC 520 UPPER CHESAPEAKE DRIVE BEL AIR MD 21014 522031264 MISC. 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