THE BRONX-LEBANON HOSPITAL CENTER 1650 BLHC SERVICES CORP BLHC SERVICES CORP. BRONX-LEBANON HOSPITAL NEW DIRECTIONS FUND, INC.

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1 THE CENTER SPECIAL PURPOSE COMBINED FINANCIAL STATEMENTS AND AUDITOR'S REPORT

2 THE CENTER TABLE OF CONTENTS Independent Auditor's Report Exhibit A - Special Purpose Combined Balance Sheet B - Special Purpose Combined Statement of Unrestricted Operations C - Special Purpose Combined Statement of Changes in Net Assets D - Special Purpose Combined Statement of Cash Flows Notes to Special Purpose Combined Financial Statements

3 l.lq] LOEB & TROPER LLP Independent Auditor's Report The Boards of Trusteesffiirectors The Bronx-Lebanon Hospital Center 1650 BLHC Services Corp BLHC Services Corp. Bronx-Lebanon Hospital New Directions Fund, Inc. Report on the Special Purpose Combined Financial Statements We have audited the accompanying special purpose combined financial statements of The Bronx-Lebanon Hospital Center, 1650 BLHC Services Corp., 1770 BLHC Services Corp. and Bronx-Lebanon Hospital New Directions Fund, Inc., which comprise the special purpose combined balance sheet as of December 31, 2012, and the related special purpose combined statements of umestricted operations, changes in net assets and cash flows for the year then ended, and the related notes to the special purpose combined financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these special purpose combined financial statements in accordance with the basis of accounting described in Note 2; this includes determining that the basis of accounting is an acceptable basis for the presentation of the financial statements in the circumstances. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of special purpose combined financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these special purpose combined financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the special purpose combined financial statements are free from material misstatement. Auditors and Consultants 655 Third Avenue, 12th Floor, New York, NY Seruing the Health Care & Not-for-Profit Sectme< (212) Fax (212) I

4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the special purpose combined financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the special purpose combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the special purpose combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the special purpose combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the special purpose combined financial statements referred to above present fairly, in all material respects, the combined financial position of The Bronx-Lebanon Hospital Center, 1650 BLHC Services Corp., 1770 BLHC Services Corp. and Bronx Lebanon Hospital New Directions Fund, Inc. as of December 31, 2012 and the results of operations, changes in their net assets and their cash flows for the year then ended, on the basis of accounting described in Note 2. Basis of Accounting We draw attention to Note 2 of these special purpose combined financial statements which describes the basis of accounting. As described in Note 2, these special purpose combined financial statements were prepared to present the combined financial position, change in net assets and cash flows of The Bronx-Lebanon Hospital Center, 1650 BLHC Services Corp., 1770 BLHC Services Corp. and Bronx-Lebanon Hospital New Directions Fund, Inc. only, and were prepared for the purpose of complying with the filing requirements of the Organizations' financial institutions. These special purpose financial statements do not include the financial position, changes in net assets and cash flows of Bronx-Lebanon Special Care Center, Inc., Martin Luther King, Jr. Health Center, and Bronx-Lebanon Highbridge Woodycrest Center, related organizations as of December 31, 2012, or the results of their operations, changes in their net assets and their cash flows for the year then ended and are not intended to be a complete presentation in conformity with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. 2. D LOEB & TROPERLLP

5 3. Report on Summarized Comparative Information We have previously audited The Bronx-Lebanon Hospital Center, 1650 BLHC Services Corp., 1770 BLHC Services Corp. and Bronx-Lebanon Hospital New Directions Fund, Inc.'s December 31, 2011 special purpose combined financial statements, and we expressed an unmodified audit opinion on those audited special purpose combined financial statements in our report dated May 21, In our opinion, the summarized comparative information presented herein as of and for the year ended December 31, 2011 is consistent, in all material respects, with the audited special purpose combined financial statements from which it has been derived. Use of This Report This report is intended solely for the information and use of the Boards of Trustees/Directors and management of The Bronx-Lebanon Hospital Center, 1650 BLHC Services Corp., 1770 BLHC Services Corp. and Bronx-Lebanon Hospital New Directions Fund, Inc. and the Organizations' fmancial institutions and is not intended to be and should not be used by anyone other than these specified parties. April 9, 2013 LOEB & TROPERLLP

6 EXHIBIT A THE CENTER SPECIAL PURPOSE COMBINED BALANCE SHEET (With Summarized Financial Information for December 31, 2011) ASSETS Current assets Cash and cash equivalents Investments (Note 4) Assets limited as to use (Note 6) Patient accounts receivable (net of allowance for doubtful accounts of$44,364,170 in 2012 and $36,308,753 in 2011) Grants receivable Other receivables Inventory of materials and supplies Prepaid expenses, deposits and other assets Tenant security deposits Due from related organizations (Note 15) Total current assets Investment in health insurance organization (Note 5) Assets limited as to use (Note 6) Deferred financing costs (net of accumulated amortization of$792,655 in 2012 and $689,373 in 2011) Fixed assets -net (Note 7) Total assets $ 34,154,819 4,583,861 19,518,681 56,933,944 4,619,695 1,355,248 2,348,888 2,334, ,506 7,804, ,999,077 27,456,689 29,083,882 2,620, ,152,207 $ 389,312,573 $ 49,779,206 4,579,346 13,137,500 51,865,039 4,068, ,864 1,973,656 2,193, ,073 9,092, ,802,581 21,351,878 40,945,512 2,724, ,201,562 $ 388,025,533

7 THE CENTER SPECIAL PURPOSE COMBINED BALANCE SHEET EXHIBIT A -2- DECEMBER 31,2012 (With Summarized Financial Information for December 31, 2011) LIABILITIES AND NET ASSETS Current liabilities Accounts payable Accrued salaries and related expenses payable Accrued vacations payable Advances Accrued pension costs (Note 10) Accrued postretirement benefit costs (Note 19) Long-term debt (Note 8) Capital leases payable (Note 9) Self-insurance reserve (Note 12) Tenant security deposits Due to third parties (Note 13) Other liabilities $ 46,557,384 23,111,689 19,940,369 6,870,260 16,922,250 83,100 14,764,682 2,565, , ,506 46,661,028 6,304,562 $ 39,876,490 21,019,015 20,201,762 3,349,439 22,524, ,500 14,218,715 2,377, , ,073 47,586,061 4,998,678 Total current liabilities 184,426, ,895,765 Long-term liabilities Accrued pension costs (Note I 0) Accrued postretirement benefit costs (Note 19) Long-term debt (Note 8) Capital leases payable (Note 9) Self-insurance reserve (Note 12) Due to third parties (Note 13) 93,528,604 2,697,617 76,733,395 4,537,961 2,200,000 22,044,556 91,139,465 2,461,228 91,497,687 2,089,575 2,125,000 24,886,000 Total long-term liabilities 201,742, ,198,955 Total liabilities 386,168, ,094,720 Net assets (deficit) (Exhibit C) Unrestricted General fund New Directions Fund, Inc. Departmental funds (20,495,813) 7,815,756 14,021,004 (24,597,694) 7,508,258 12,216,844 Total unrestricted funds 1,340,947 ( 4,872,592) Permanently restricted (Note 20) 1,803,405 1,803,405 Total net assets (deficit) Total liabilities and net assets 3,144,352 $ 389,312,573 (3,069,187) $ 388,025,533 See independent auditor's report. The accompanying notes are an integral part ofthese statements.

8 EXHIBITB THE CENTER SPECIAL PURPOSE COMBINED STATEMENT OF UNRESTRICTED OPERATIONS YEAR ENDED (With Summarized Financial Information for the Year Ended December 31, 2011) Operating revenues Patient service revenues (net of contractual allowances and discounts) Provision for bad debts $ 571,498,426 (36,783,159) $ 572,432,111 (55,334,566) Net patient service revenues (Note 2) Grants Auxiliary services Other revenue 534,715,267 26,243,056 18,949,697 11, ,097,545 23,533,009 19,326, ,214 Total operating revenues 579,919, ,122,088 Operating expenses Salaries and wages Employee benefits Supplies and expenses Rental and other capital costs Interest Depreciation and amortization 285,725,757 94,464, ,446,293 4,524,673 3,062,171 24,008, ,392,366 84,538, ,848,358 4,616,356 3,563,824 24,131,972 Total operating expenses 586,231, ,090,883 Operating gain (loss) (6,312,197) 1,031,205 Nonoperating revenues- general fund Investment income (Note 4) Contributions 9,871,785 10,000 7,847,934 2,000 Net income before other changes- general fund 3,569,588 8,881,139

9 THE CENTER EXHIBITB -2- SPECIAL PURPOSE COMBINED STATEMENT OF UNRESTRICTED OPERATIONS YEAR ENDED (With Summarized Financial Information for the Year Ended December 31, 2011) Non operating revenues New Directions Fund, Inc. Contributions and event income $ 432,993 $ 527,608 Investment income (Note 4) 5,764 12, , ,570 Departmental funds Patient service revenues (net of contractual allowances and discounts) 40,821,530 34,307,890 Provision for bad debts (11,639,323) (11,509,449) Net patient service revenues less provision for bad debt 29,182,207 22,798,441 Total nonoperating revenues 29,620,964 23,339,011 Nonoperating expenses Salaries and wages 22,638,741 20,415,058 Supplies and expenses 4,870,565 2,208,887 Total nonoperating expenses 27,509,306 22,623,945 Change in unrestricted net assets before adjustment to minimum pension liability 5,681,246 9,596,205 Pension adjustment (Note I 0) 532,293 (40,644,781) Change in unrestricted net assets (Exhibit C) $ 6,213,539 $ (31,048,576) See independent auditor's report. The accompanying notes are an integral part of these statements.

10 THE CENTER EXHIBITC SPECIAL PURPOSE COMBINED STATEMENT OF CHANGES IN NET ASSETS YEAR ENDED (With Summarized Financial Information for the Year Ended December 31, 2011) Unrestricted Permanently New Restricted Total General Directions Departmental Endowment Fund Fund, Inc. Funds Elimination Total Fund Revenues and gains Patient service revenues (net of contractual allowances and discounts) $ 571,498,426 $ 40,821,530 $ 612,319,956 $ 612,319,956 $ 606,740,001 Provision for bad debts (36,783,159) (11,639,323) (48,422,482) ( 48,422,482) (66,844,015) Net patient service revenue less provisions for bad debt 534,715,267 29,182, ,897, ,897, ,895,986 Grants 26,243,056 26,243,056 26,243,056 23,533,009 Auxiliary services 18,949,697 18,949,697 18,949,697 19,326,320 Contributions and event income 10,000 $ 1,003,493 $ (570,500) 442, , ,608 Investment income (Note 4) 9,871,785 5,764 9,877,549 9,877,549 7,860,896 Other revenue 11,520 11,520 11, ,214 Total revenues and gains 589,801,325 1,009,257 29,182,207 (570,500) 619,422, ,422, ,3ll,033 Expenses Salaries and wages 285,725,757 57,644 22,581, ,364, ,364, ,807,424 Supplies and other expenses 276,497, ,115 4,796,950 (570,500) 281,367, ,367, ,775,432 Depreciation and amortization 24,008,780 24,008,780 24,008,780 24,131,972 Total expenses (Note 14) 586,231, ,759 27,378,047 (570,500) 613,741, ,741, ,714,828 Change in net assets before pension adjustment 3,569, ,498 1,804,160 5,681,246 5,681,246 9,596,205 Pension adjustment (Note 10) 532, , ,293 (40,644,781) Change in net assets (Exhibit D) 4,101, ,498 1,804,160 6,213,539 6,213,539 (31,048,576) Net assets (deficit)- beginning of year (24,597,694) 7,508,258 12,216,844 ( 4,872,592) $ 1,803,405 (3,069,187) 27,979,389 Net assets (deficit)- end of year (Exhibit A) $ (20,495,813) $ 7,815,756 $ 14,021,004 $ $ 1,340,947 $ 1,803,405 $ 3,144,352 $ (3,069,187) See independent auditor's report. The accompanying notes are an integral part of these statements.

11 EXHIBITD THE CENTER SPECIAL PURPOSE COMBINED STATEMENT OF CASH FLOWS YEARS ENDED AND Cash flows from operating activities Change in net assets (Exhibit C) $ 6,213,539 $ (31,048,576) Adjustments to reconcile change in net assets to net cash provided by operating activities Unrealized gain on investments (9,605,941) (7,238,330) Depreciation and amortization 24,008,780 24,131,972 Decrease (increase) in assets Patient accounts, grants and other receivables (6,230,115) (8,482,388) Inventory of materials and supplies (375,232) (5,795) Prepaid expenses, deposits and other assets (141,112) 242,223 Due from related organizations 1,288,705 (511,081) Increase (decrease) in liabilities Accounts payable 6,680,894 (4,631,554) Accrued salaries and related expenses payable 2,092,674 3,097,540 Accrued vacations payable (261,393) 32,103 Advances 3,520,821 (825,950) Accrued pension costs (3,213,345) 36,866,808 Accrued postretirement benefit costs 218, ,429 Self-insurance reserve 100,000 Due to third parties (3,766,477) 3,486,768 Other liabilities 1,305,884 68,546 Net cash provided by operating activities 21,836,671 15,728,715 Cash flows from investing activities Purchase of investments (3,385) Proceeds from sale of investments 68,028 Proceeds from investment distribution 3,500,000 3,492,540 Decrease in assets limited as to use 5,480,449 13,601,440 Purchases of fixed assets (29,509,850) (29,334,509) Net cash used by investing activities (20,532, 786) (12,172,501)

12 THE CENTER EXHIBITD -2- SPECIAL PURPOSE COMBINED STATEMENT OF CASH FLOWS YEARS ENDED DECEMBER 31,2012 AND Cash flows from financing activities Repayments of long-term debt Principal payments on capital leases $ ( 14,218,325) (2,709,947) $ (13,759,005) (2,293,690) Net cash used by financing activities (16,928,272) (16,052,695) Net change in cash and cash equivalents (15,624,387) (12,496,481) Cash and cash equivalents- beginning of year 49,779,206 62,275,687 Cash and cash equivalents - end of year $ 34,154,819 $ 49,779,206 Supplemental disclosure of cash flow information Cash paid for interest $ 3,062,171 $ 3,563,824 Supplemental disclosure of noncash activities In 2011, fixed assets totaling $1,151,662 were transferred to the Hospital Center from a related organization. Supplemental disclosure of noncash investing and financing activities Capital lease obligations of $5,346,293 for 2012 were incurred when the Hospital Center entered into leases for new equipment. See independent auditor's report. The accompanying notes are an integral part of these statements.

13 THE CENTER NOTE 1- NATURE OF ORGANIZATION The accompanying combined financial statements include The Bronx-Lebanon Hospital Center, 1650 BLHC Services Corp., 1770 BLHC Services Corp. and Bronx-Lebanon Hospital New Directions Fund, Inc. (the "entities"). The entities are related through board control by The Bronx-Lebanon Hospital Center. Organization - The Bronx-Lebanon Hospital Center (the "Hospital Center") is a not-for-profit acute care hospital that provides inpatient, ambulatory, psychiatric, preventive and emergency hospital care to the community. The Hospital Center provides a full range of health care services to the local community and qualifies as a tax-exempt organization under existing provisions of Section 50l(c)(3) of the Internal Revenue Code. The Hospital Center is supported primarily by patient service fees paid by Medicaid, Medicare and commercial insurance carriers BLHC Services Corp. ("1650 BLHC") and 1770 BLHC Services Corp. ("1770 BLHC") were incorporated in 2004 under New York State not-for-profit law and qualify as tax-exempt organizations under existing provisions of Section 50l(c)(3) of the Internal Revenue Code BLHC and 1770 BLHC are supported primarily by tenant rental fees BLHC and 1770 BLHC's purpose is to provide housing support for employees and programs at the Hospital Center. Bronx-Lebanon Hospital New Directions Fund, Inc. ("NDF") was organized to engage in fundraising activities and to provide grants and scholarships to support not-for-profit organizations, including the Hospital Center. NDF is supported primarily by contributions through its annual event. NDF qualifies as a tax-exempt organization under existing provisions of Internal Revenue Code Section 501(c)(3).

14 THE CENTER 2. DECEMBER 31,2012 NOTE 1- NATURE OF ORGANIZATION (continued) The Bronx Care Development Corporation ("BCDC"), a New York corporation, is. wholly owned by The Bronx-Lebanon Hospital Center. BCDC, a general partner for.01 %, Sterling Corporate Tax Credit Fund XXID, L.P. ("Investor''), a limited partner for 99.98% and Sterling Corporate Services Inc., a special interest limited partner for.01% have entered into a partnership agreement to form Bronx Care Associates ("LP"). The LP is a New York limited partnership established to develop a parcel of land located at 1600 Morris Avenue, Bronx, NY into a 52-unit affordable rental housing for low income, frail, elderly individuals and individuals with physical disabilities. The construction project was financed through tax credits. The Hospital Center has the right to buy the property from the partnership pursuant to the "Right of First Refusal Agreement" entered into by the partnership. The housing building became operational in Based on preliminary 2012 numbers, LP had total assets of $7,650,609, total liabilities of $2,982,907, total revenues of $525,071, and total expenses of $680,208. The hospital's portion is immaterial for inclusion in these combined financial statements. These financial statements do not include the activities of Bronx-Lebanon Special Care Center, Inc. ("Special Care Center"), Martin Luther King, Jr. Health Center, Inc. ("MLK"), and Bronx Lebanon Highbridge Woodycrest Center ("Highbridge Woodycrest Center"). Preliminary 2012 numbers indicate that the Special Care Center has revenues of $33,387,047 and expenses of $33,256,364, MLK has revenues of $41,482;390 and expenses of $41,076,610 and Highbridge Woodycrest Center has revenues of$14,106,125 and expenses of$13,410,096. Accordingly, readers of the accompanying financial statements are directed to those related entity financial statements and the consolidated financial statements of The Bronx-Lebanon Hospital Center. NOTE 2 -SUMMARY OF SIGNlFICANT ACCOUNTING POLICIES Basis of accounting - These special-purpose combined financial statements were prepared for the purpose of complying with the filing requirements of a financial institution. These financial statements do not include the financial position and activities of certain of its related organizations, which are required by accounting principles generally accepted in the United States of America to be consolidated and, therefore, are not a complete presentation m conformity with accounting principles generally accepted in the United States of America.

15 THE CENTER 3. NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The special-purpose combined financial statements are prepared on the accrual basis. Basis of combination - All material intercompany transactions and balances have been eliminated in the combination. Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Summarized financial information - The financial statements include certain prior-year summarized comparative information in total but not all note disclosures as required by generally accepted accounting principles. Such information does not include sufficient detail to constitute a presentation in conformity with accounting principles generally accepted in the United States of America. Accordingly, such information should be read in conjunction with the organization's financial statements for the year ended December 31, 2011, from which the summarized information was derived. Reclassification advances from government agencies, due to third parties, and grants receivable have been reclassified to conform to the 2012 presentation. Io addition, the amounts shown as current and long term have been reclassified. Cash and cash equivalents - Cash and cash equivalents include highly liquid instruments with maturities when acquired of three months or Jess at the date of purchase. Investments - Iovestments are carried at fair value. The investment in the health insurance organization is reported on the equity method. The entities invest in various investment securities. Iovestment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term, based upon the markets' fluctuations, and that such changes could materially affect the entities' balance sheets.

16 THE CENTER 4. DECEMBER 31,2012 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Patient accounts receivable - The Hospital Center records receivables based on established rates or contracts for service provided. No interest is charged on these receivables. Grants receivable - Grants receivable represent amounts due from government agencies and others to fund and/or enhance various programs. The Hospital Center has determined that no allowance for uncollectible accounts for grants receivable is necessary as of December 31,2012. Such estimates are based on the aged basis of the receivables and subsequent collections. Other receivables - Other receivables represent amounts due from various sources for distribution of revenue and expense reimbursement. Included in other receivables are amounts due from rental receipts BLHC and 1770 BLHC record rental income and tenant accounts receivable based on established rates and lease agreements. The leases are for one year with an option to renew. Rental income is included in auxiliary services in these statements. No interest is charged or accrued on outstanding receivables. Allowance for doubtful accounts - Bad debt expense is charged if the receivable is determined to be uncollectible based on periodic review by management. Factors used to determine whether an allowance should be recorded include the age of the receivable and a review of payments subsequent to year end. Inventory of materials and supplies - The inventory of materials and supplies is stated at cost and recorded on the first-in, first-out basis. Prepaid expenses, deposits and other assets - Payments made to vendors for contracts that cover future periods are recorded as prepaid expenses. Deposits are amounts held by third parties as collateral. Tenant security deposits - Tenants' security deposits are maintained in a separate bank account. Interest earned on security deposits is credited to the tenants' accounts. Assets limited as to use - Assets limited as to use include assets set aside by indenture agreements for the repayment of capital debt, taxes and capital improvements. Investment income related to assets limited as to use under indenture agreements is included in nonoperating revenues of the general fund. The Hospital Center has received approval from the Dormitory Authority of the State ofnew York (DASNY) to utilize certain limited use assets for operating purposes in and

17 THE CENTER 5. NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued} Deferred financing costs - Deferred financing costs are amortized on the straight-line method over the term of the related debt. Cost of borrowing - Interest incurred on borrowed funds during the period of construction of capital assets is capitalized as a component of the cost of acquiring those assets. Fixed assets- Fixed assets are stated at cost. Individual items with a cost in excess of$150 and an estimated useful life of greater than one year are capitalized. Capital leases are recorded at the present value at the inception of the leases. Depreciation of assets and amortization of capital leases are computed using the straight-line method over the estimated useful lives of the individual assets as recommended by the American Hospital Association, or the lease term, whichever is shorter. In accordance with the entities' policy, depreciation and amortization are recorded using the half-year convention method. Accrued vacations payable - Employees are permitted to accumulate unused vacation time up to certain maximum amounts according to the Hospital Center's policy. The Hospital Center accrues the estimated expense related to vacation based on pay rates in effect at year end. Due to third parties - The Hospital Center is responsible to report to various third parties, among which are the Center for Medicare and Medicaid Services (CMS) and New York State Department of Health. Due to third parties are amounts owed back to these agencies. Unrestricted net assets - Unrestricted net assets include funds having no restriction as to use or purpose imposed by donors. Permanently restricted net assets - Permanently restricted net assets have been restricted by donors to be maintained by the Hospital Center in perpetuity.

18 THE CENTER 6. NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Net patient service revenues - Net patient service revenues are reported at the estimated net realizable amounts from patients, third-party payors and others for services rendered, including estimated retroactive adjustments under reimbursement agreements with third-party payors. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods as final settlements are determined. Laws and regulations governing the health care program are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates may change by a material amount in the near term. Additionally, noncompliance with such laws and regulations could result in fines, penalties and exclusion from the Medicare and Medicaid programs. Patient service revenue is reflected net of charity care of $18,475,112. Patient service revenues, net of contracted allowances and discounts, include revenues from third-party payors of $567,303,787 and self-pay revenues of $45,016,169 for a total of $612,319,956. Charity care - The Hospital Center adopted ASU , Measuring Charity Care for Disclosure, which requires health care entities to use cost as the measurement basis for the disclosure of charity care provided. The Hospital Center provides care to patients who meet certain criteria under its charity care policy without charge or at amounts less than its established rates. Because the Hospital Center does not pursue collection of amounts determined to qualify as charity care, they are not reported as revenue (see Note 21). Contributions - Unconditional promises to give cash and other assets are reported at fair value at the date the promise is received. The gifts are reported as either temporarily or permanently restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified as unrestricted net assets and reported in the combined statement of changes in net assets as net assets released from restrictions. Donor-restricted contributions whose restrictions are met within the same year as received are reported as unrestricted contributions in the accompanying combined financial statements.

19 THE CENTER 7. NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Government grants - Revenues from government grants are recognized when earned. Government grants in support of operations are reflected in the general fund. Expense-based grants are recognized as allowable expenses are incurred. Revenues from government agencies are subject to audit by the agencies. No provision for any disallowance is reflected in the combined financial statements, since management does not anticipate any material adjustments. Advertising costs -Advertising costs are expensed as incurred. The entities incurred advertising costs of$218,406 in Functional expenses - The costs of providing the entities' services have been summarized on a functional basis. Accordingly, certain costs have been allocated between the programs and supporting services benefited. Operations - The entities' net operating gain or loss includes all unrestricted revenues, gains, expenses and losses for the period except for contributions and investment income of the general fund and revenues and expenses ofnew Directions Fund, Inc. and departmental funds. Departmental funds - Departmental funds are administered directly by specific department heads and, due to contractual arrangements, are not available for general operations of the Hospital Center. Subsequent events- Subsequent events have been evaluated through April9, 2013, which is the date the combined financial statements were available to be issued. Fair Value Measurements and Disclosures Fair Value Measurements and Disclosures establishes a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below. Level 1 inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Hospital Center has the ability to access. Level 2 inputs to the valuation methodology include:

20 THE CENTER 8. NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Fair Value Measurements and Disclosures (continued) Quoted prices for similar assets or liabilities in active markets; Quoted prices for identical or similar assets or liabilities in inactive markets; Inputs other than quoted prices that are observable for the asset or liability; Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2012 as compared to those used at December 31,2011. Cash equivalents, money market funds, common stocks and U.S. Government and agency obligations - Valued at the closing price reported on the active market on which the individual securities are traded. Mutual funds- Valued at the net asset value ("NAY") of shares held at year end. Commingled funds and investment in limited partnership- Valued at the NAY of shares held at year end as determined by the investment managers and/or similar market prices.

21 THE CENTER 9. DECEMBER 31,2012 NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The fund of funds is valued at the net asset value ("NA V") of shares held at year end by the managers ofthe underlying funds. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Uncertainty in income taxes - The entities have determined that there are no material uncertain tax positions that require recognition or disclosure in the combined financial statements. Periods ending December 31, 2009 and subsequent remain subject to examination by applicable taxing authorities. NOTE 3- NET PATIENT SERVICE REVENUES The Hospital Center has agreements with third-party payors that provide for payments to the Hospital Center at amounts different from its established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges and per diem payments. A description of the significant provisions ofthe payment arrangements follows: Inpatient acute services are paid at prospectively determined rates per discharge. These rates vary according to a patient classification system that is based on clinical, diagnostic and other related factors. Payments for Medicare beneficiaries are governed by regulations issued by the federal government whereas all other third-party payors (Medicaid, Blue Cross, workers' compensation, no-fault and commercial insurance carriers) and self-pay patients are governed by regulations issued by the New York State Department of Health ("Health Department") under the New York Health Care Reform Act of 1996 ("NYHCRA"). Hospitals are authorized to negotiate inpatient rates with non-medicare payors except Medicaid, workers' compensation and no-fault pay rates, which are promulgated by the New York State Department of Health. Medicaid rate methodologies are subject to approval at the federal level by the Centers for Medicare and Medicaid Services ("CMS"), which may routinely request information about such methodologies prior to approval. Adjustments to the current and prior years' payment rates for those payors will continue to be in future years. Commencing December I, 2009, the Health Department rebased inpatient Medicaid rates from 1981 cost data to 2005 cost data.

22 THE CENTER 10. NOTE 3 -NET PATIENT SERVICE REVENUES (continued) Inpatient revenues include amounts to reimburse the Hospital Center for a portion of its bad debt and charity care. The amount of this reimbursement is predicated on a formula to determine a facility's need, subject to the availability of funds. The need of the participating medical centers is distributed based on a pool of funds available to be shared according to prescribed criteria. The amount reflected on the combined financial statements is based on estimates of the needs of each of the facilities in the pool and the amount that will be available. The amounts awarded are subject to adjustment based on funds available and the requirements of other facilities. There are various proposals to change the current methodology, which could have a significant impact on the amounts budgeted for bad debt and charity care reimbursement. The Department of Health and Human Services has designated two of the Hospital Center's clinics as Federally Qualified Health Centers ("FQHC"). Based on the FQHC designation, these clinics are eligible to participate in the Medicaid Managed Care shortfall payment program. Under this program, clinics bill to Medicaid for the difference between the average Medicaid rate and the average Medicaid Managed Care rate per visit. The Health Department has granted approval to the Hospital Center to bill for shortfall payments. Outpatient and other services are paid based upon a fee schedule or a cost reimbursement basis. Certain items (e.g., defined capital costs) are reimbursed on a cost-basis methodology subject to certain limitations and exclusions. These items are paid at a tentative rate with final settlement determined after submission of annual cost reports by the Hospital Center and audits thereof by the Medicare fiscal intermediary. The Hospital Center has also entered into payment agreements with certain health maintenance organizations (HMOs) and preferred provider organizations. The basis for payment to the Hospital Center under these agreements includes prospectively determined rates per discharge or per day and discounts from established charges. Under certain contractual arrangements, the Hospital Center is at risk for and is eligible to receive benefit from cost variance. These arrangements include cost and liability sharing among other institutions. Revenues from these HMOs are predicated on the HMOs' estimates and projections. As of the date of this report, certain of these estimates have not been verified on an actuarial basis. It is not possible to determine if the final results will vary significantly from the estimates utilized.

23 THE CENTER 11. NOTE 3 - NET PATIENT SERVICE REVENUES (continued) Revenue from capitation agreements amounted to $11,946,085. Federal and New York State regulations contain certain provisions that allow for retroactive adjustments to current and prior years' payment rates based on industry-wide and hospitalspecific data. Those adjustments which can be reasonably estimated have been provided for in the accompanying combined financial statements. However, those adjustments which are either (a) without current specific regulations to implement" such adjustments, or (b) dependent on certain future events cannot be reasonably estimated and, accordingly, have not been provided for in the combined financial statements. The Hospital Center has estimated the potential impact of such retrospective adjustments based upon the most recent information available. Management believes that amounts recorded in the accompanying combined financial statements will not be materially affected upon the implementation of such retrospective adjustments. In addition, there are various proposals at the federal and state levels to reduce future hospital reimbursement and the expansion of negotiated rates may significantly impact the Hospital Center's results of operations. Due to these uncertainties, it is not practicable for the Hospital Center to estimate the effect on its financial position or results of operations, if any, that may result from the outcome of these proposals and the changes in the reimbursement system. NOTE 4- INVESTMENTS Levell Fair Values Cash and cash equivalents Fixed income Corporate obligations U.S. Government Agency obligations Asset backed U.S. Treasury notes Common stocks $ 158,372 1,687, , ,950 1,710, $

24 THE CENTER 12. NOTE 4- INVESTMENTS (continued) Investment income consists of: New General Directions Fund Fund, Inc. Total Interest and dividends $ 266,974 $ 4,634 $ 271,608 Unrealized gain on common stocks 1,130 1,130 Unrealized gain on investment in health insurance organizations 9.604, $ 2 8:Z1 :Z85 $ 5 :Z64 $ 2 8:Z:Z 542 NOTE 5- INVESTMENT IN HEALTH INSURANCE ORGANIZATION The Hospital Center has invested in a health insurance company as part of a joint venture. The Hospital Center is an 11.06% owner in HF Management Services, LLC which, based on the equity method, was valued at $27,456,689 in However, because of the inherent uncertainty of valuation, the estimated fair values for the aforementioned securities and interests may differ from the values that would have been used had a ready market for the investments existed, and the differences could be material.

25 THE CENTER 13. NOTE 5- INVESTMENT IN HEALTH INSURANCE ORGANIZATION (continued) Health Insurance Organization Beginning balance Distributions Total unrealized gains included in changes in net assets for 2012 Ending balance Change in unrealized gains relating to assets still held at the reporting date $ 21,351,878 (3,500,000) $ $ Investments in the health insurance organization are not available for redemption unless the health insurance organization meets certain reserve requirements and distributes excess cash, or the Hospital Center's share is sold to other investors. There are no unfulfilled subscription agreement commitments outstanding. NOTE 6- ASSETS LIMITED AS TO USE The composition of assets limited as to use at December 31, 2012 is set forth in the following table. Investments are stated at fair value. Levell FairVa1ues Under indenture agreement - held by trustee Cash and cash equivalents U.S. Government obligations Investments held by the Dormitory Authority of the State of New York Cash and cash equivalents U.S. Government obligations $ 30,857,458 22,283 6, $

26 THE CENTER 14. NOTE 7- FIXED ASSETS Cost Accumulated Depreciation and Amortization Estimated Useful Lives Land Land improvements Leasehold improvements Buildings and building improvements Equipment Construction in progress $ 1,039,192 3,618,307 5,454, ,393, ,249, $ 3,190,952 1,608, ,046, ,171, years years years 3-20 years Accumulated depreciation and amortization 622,169,574 (426,017,367) $ $ Equipment costing $11,968,357 and associated accumulated amortization of $4,865,138 are subject to capital lease agreements as described in Note 9. The Hospital Center is currently building two new buildings. They are both expected to be completed in 2013 at an approximate cost of$58 million.

27 THE CENTER 15. NOTE 8- LONG-TERM DEBT A. Dormitory Bonds Payable- Housing and Home Finance Agency In order to finance part of the interns and residents dormitory, the Board of Trustees of the Hospital Center authorized the issuance of the Bronx-Lebanon Hospital Center Interns & Residents Dormitory Bonds of 1962, Series A and Series B in the aggregate amount of $870,000, which matured in The bonds were being amortized serially in accordance with the terms of the trust indenture. Principal payments on the Series A bonds ended in Principal payments on the Series B bonds for the year ended December 31, 2012 were $36,000. The interest rate was 3-3/8%. During 1988, the Hospital Center established an escrow fund which paid the mortgage obligations as they came due. B. Mortgages Payable- Morgan Stanley Mortgage Capital, Inc. In connection with the purchase of the land and building at 1650 Selwyn Avenue, 1650 BLHC entered into a mortgage loan agreement in the amount of $5,000,000 with Morgan Stanley Mortgage Capital, Inc. on December 28, Monthly payments in the amount of $29,978 began on February 1, 2005 at a 6% interest rate. The loan matures in January 2015 with a balloon payment of $4,247,228. The balance of the mortgage as of December 31, 2012 was $4,437,667. The mortgage is secured by the land and building. In connection with the purchase of the land and building at 1770 Grand Concourse, 1770 BLHC entered into a mortgage loan agreement in the amount of $7,000,000 with Morgan Stanley Mortgage Capital, Inc. on November 10, Monthly payments in the amount of $41,969 began on January I, 2005 at a 6% interest rate. The loan matures in December 2014 with a balloon payment of $5,947,757. The balance of the mortgage as of December 31, 2012 was $6,203,353. The mortgage is secured by the land and building.

28 THE CENTER NEW DIRECTIONS FUND, lnc. 16. NOTES TO SPECIAL PURPOSE COMBINED FlNANCIAL STATEMENTS NOTE 8- LONG-TERM DEBT (continued) B. Mortgages Payable- Morgan Stanley Mortgage Capital, Inc. (continued) 1770 BLHC has entered into a contract with GC 1770, LLC, a New York limited liability company, to sell its building located at 1770 Grand Concourse for $27.7 million. In order to relocate clinical operation in the building, Hospital Center management has signed a I 0-year lease with 1775 Grand Concourse LLC, with two 5-year renewal options, with an annual rent of $910,000. This will provide 35,000 square feet of space on the 6th floor, located at 1775 Grand Concourse. The Hospital Center intends to build out the space using outside financing of $6 million. This space will accommodate the MLK Dental Clinic, Bronx Lebanon Hospital Center's Therapeutic Services and Management Information Systems Department. This move will provide additional capacity to serve approximately 27,000 more outpatient visits. The ultimate dissolution of 1770 BLHC is contemplated after the sale of the building and the winding down of the affairs of 1770 BLHC. Proceeds from the sale of the building will be used to pay off the existing loan with Morgan Stanley Mortgage Capital, Inc. and closing costs, with the remaining balance transferred to the Hospital Center. C. Mortgage Payable- Dormitory Authority o(the State o(new York In January 2007, the Hospital Center refinanced its mortgage with DASNY. The principal amount of the refinanced mortgage was $97,065,000. The first principal payment was due on August I, 2008 and the final payment is due on February 15, The mortgage is collateralized by all of the Hospital Center's property, buildings and equipment, aside from capital lease equipment. Interest ranges from 3.6% to 4.0%, with an average rate of 3.9%. The balance of the mortgage as of December 31,2012 is $43,939,167.

29 THE CENTER 17. NOTE 8- LONG-TERM DEBT (continued) D. Mortgage Pavable- Dormitory Authoritv o(the State o(new York In February 2009, the Hospital Center entered into a new mortgage agreement with DASNY for the construction of a new Ambulatory Care Network building. The principal amount of the mortgage is $36,510,000. The first principal payment was due on August I, 2010 and the final payment is due on February 1, The mortgage is collateralized by all of the Hospital Center's property, buildings and equipment, aside from capital lease equipment. The net interest cost on the mortgage is 7.5% per annum, including a letter of credit cost of 1% paid to TD Bank. The balance of the mortgage as of December 31,2012 is $34,917,890. The mortgage agreement requires that the Hospital Center maintain a minimum debt service coverage ratio as described at the end of this note. E. Long-term Loan-ARAMARK Healthcare Support Services On July I, 2010, the Hospital Center and ARAMARK Healthcare Support Services (ARAMARK) entered into a fifteen-year contract to have ARAMARK exclusively provide management services in the areas of dietary, transportation, call center and clinical technology services. As part of this contract, ARAMARK has made a financial commitment to lend interest-free $2,400,000 to the Hospital Center in order to buy certain medical equipment. The loan is payable over a fifteen-year period. If the Hospital Center decides to terminate the service contract before the fifteen years are complete, the loan will become due on termination, or will be charged a 1.5% monthly interest rate or maximum legally allowed interest rate, whichever is lower. The balance of the loan as of December 31,2012 was $2,000,000.

30 THE CENTER 18. NOTE 8- LONG-TERM DEBT (continued) The aggregate amount of required principal payments of long-term indebtedness at December 31, 2012 is as follows: 2013 $ 14,764, ,358, ,194, ,502, ,495,833 Later years 33, Principal amount of required payments 91,498,077 Less current portion (14, ) $ ,325 The Hospital Center is required to maintain a minimum debt service coverage ratio of For 2012, the Hospital Center met the debt service coverage ratio. Debt Service Coverage Ratio Excess (deficit) of operating revenues over operating expenses Add investment income Add depreciation and amortization Add interest expense Total available for debt service Interest payments (includes capital leases) Less capitalized interest Principal payments (includes capital leases) Total debt service Debt service coverage ratio $ ( 6,312, 197) 9,877,549 24,008, $ $ 5,206,363 (2,144,192) ,272 $

31 THE CENTER 19. NOTE 9 -LEASES The Hospital Center leases various equipment under operating leases expiring in 2017 and capital lease agreements expiring in Total rent expense in 2012 was $4,100,705. Minimum lease payments under noncancelable leases as of December 31,2012 are as follows: Capital Leases Operating Leases 2013 $ 2,910,081 $ 668, ,312, , ,178, , , , ,016 26,286 Thereafter 1,153,338 Total minimum lease payments 8,007,783 $ l 2Q2 3Q1 Less amount representing interest (904,564) Principal amount of net minimum lease payments 7,103,219 Less current portion (2,565,258) Long-term obligation under capital leases $ The Hospital Center leases space under various leases expiring between 2013 and Future minimum payments under noncancelable leases are as follows: Thereafter $ 2,969,732 2,367,597 2,344,860 2,077,150 1,625, $ 16835Q43