TY 2012 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) GEORGE W SHUSTER........................................................................ CHAIRMAN - DIRECTOR (EFF 9/3)	1.0 .......................	X	X	2,234	0
(2) CHARLES R REPPUCCI ESQ........................................................................ VICE CHAIRMAN - DIR (EFF 9/3)	1.0 .......................	X	X	0	0
(3) CYNTHIA B PATTERSON........................................................................ SECRETARY - DIRECTOR (EFF 9/3)	1.0 .......................	X	X	0	0
(4) DOUGLAS JACOBS........................................................................ TREASURER - DIRECTOR (EFF 9/3)	1.0 .......................	X	X	0	0
(5) HERBERT BRENNAN MD........................................................................ DIRECTOR (EFF 9/3)	1.0 .......................	X		0	0
(6) DAVID A CARCIERI MD........................................................................ DIRECTOR (EFF 9/3)	1.0 .......................	X		42,867	0
(7) ALLEN H CICCHITELLI........................................................................ DIRECTOR (EFF 9/3)	1.0 .......................	X		0	0
(8) ESTHER EMARD........................................................................ DIRECTOR (EFF 9/3)	1.0 .......................	X		0	0
(9) ROBERT G FLANDERS JR ESQ........................................................................ DIRECTOR (EFF 9/3)	1.0 .......................	X		0	0
(10) GARY E FURTADO........................................................................ DIRECTOR	1.0 .......................	X		0	0
(11) JOHN R GALVIN........................................................................ DIRECTOR (EFF 9/3)	1.0 .......................	X		0	0
(12) KENT W GLADDING........................................................................ DIRECTOR (EFF 9/3)	1.0 .......................	X		0	0
(13) WILLIAM M KAPOS........................................................................ DIRECTOR	1.0 .......................	X		0	0
(14) DENNIS D KEEFE........................................................................ DIR - PRES/CEO/CNE (EFF 9/3)	55.0 .......................	X	X	945,227	104,199
(15) DIANE LIPSCOMBE PHD........................................................................ DIRECTOR (EFF 9/3)	1.0 .......................	X		0	0
(16) SUSANNA MAGEE MD........................................................................ DIRECTOR (EFF 9/3)	1.0 .......................	X		0	0
(17) JOSEPH J MCGAIR ESQ........................................................................ DIRECTOR (EFF 9/3)	1.0 .......................	X		0	0

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(18) PATRICK J MURRAY JR........................................................................ DIRECTOR	1.0 .......................	X				0	0	0
(19) ROBERT G PADULA........................................................................ DIRECTOR (EFF 9/3)	1.0 .......................	X				0	0	0
(20) MARIBETH WILLIAMSON........................................................................ DIRECTOR (EFF 9/3)	1.0 .......................	X				0	0	0
(21) ROBERT P ANDRADE........................................................................ CHAIRMAN - DIRECTOR (TERM 9/3)	1.0 .......................	X	X			0	0	0
(22) VIRGINIA C ROBERTS........................................................................ VICE CHAIR-DIRECTOR (TERM 9/3)	1.0 .......................	X	X			0	0	0
(23) GREGORY SCOWN........................................................................ SECRETARY-DIRECTOR (TERM 9/3)	1.0 .......................	X	X			0	0	0
(24) KARL F SHERRY........................................................................ ASST SECRETARY-DIR (TERM 9/3)	1.0 .......................	X	X			0	0	0
(25) DEBORAH CYLKE........................................................................ DIRECTOR (TERM 9/3)	1.0 .......................	X				0	0	0
(26) ARTHUR J DEBLOIS III........................................................................ DIR - INTERIM PRESIDENT	55.0 .......................	X	X			147,693	0	0
(27) ALFRED P DEGEN........................................................................ DIRECTOR (TERM 9/3)	1.0 .......................	X				0	0	0
(28) WILLIAM J HUNT........................................................................ DIRECTOR (TERM 9/3)	1.0 .......................	X				0	0	0
(29) F PAUL MOONEY JR........................................................................ DIRECTOR (TERM 9/3)	1.0 .......................	X				0	0	0
(30) AUGUSTO ROJAS JR........................................................................ DIRECTOR (TERM 9/3)	1.0 .......................	X				0	0	0
(31) IRENE SCHMITT........................................................................ DIRECTOR (TERM 9/3)	1.0 .......................	X				0	0	0
(32) ALYSSA BOSS ESQ........................................................................ ASST SEC/SVP & GENERAL COUNSEL	55.0 .......................		X			0	322,841	93,072
(33) JOHN M SUTHERLAND III........................................................................ SVP/ASST TREASURER/CFO/CNE	55.0 .......................		X			0	522,331	50,773
(34) MICHELE MACDONALD GALLAGHER........................................................................ SR VP - CLINICAL OPERATIONS	55.0 .......................		X			269,052	0	25,291
(35) MICHAEL J RYAN........................................................................ SR VP - FINANCE	55.0 .......................		X			203,572	0	23,467
(36) THOMAS GOUGH........................................................................ SR VP - ADMINISTRATION	55.0 .......................		X			188,306	0	23,063
(37) THOMAS L ROSS........................................................................ VP - FACILITIES	55.0 .......................		X			157,003	0	21,265
(38) LISA D PRATT........................................................................ VP - HUMAN RESOURCES	55.0 .......................		X			127,105	0	21,290
(39) BRIAN WILEY MD........................................................................ EMERGENCY PHYSICIAN	55.0 .......................			X		298,393	0	7,870
(40) JEFFREY BORKAN MD........................................................................ CHIEF - FAMILY MEDICINE	55.0 .......................			X		284,542	0	17,639
(41) JOHN RIEDEL MD........................................................................ EMERGENCY PHYSICIAN	55.0 .......................			X		283,441	0	17,639
(42) MICHAEL A PEPI MD........................................................................ CHIEF - OB/GYN	55.0 .......................			X		275,001	0	17,639
(43) NOUBAR KESSIMIAN MD........................................................................ CHIEF - PATHOLOGY	55.0 .......................			X		271,500	0	17,639
(44) MARTIN E TURSKY........................................................................ FORMER PRESIDENT	0.0 .......................				X	231,000	0	9,468
(45) FRANCIS R DIETZ........................................................................ FORMER PRESIDENT	0.0 .......................				X	185,900	0	0

(A) Name and business address	(B) Description of services	(C) Compensation
BWPO MEDICINE, PO BOX 3684BOSTONMA022413684	PHYSICIANS	1,372,576
BROWN UNIVERSITY, PO BOX 1839PROVIDENCERI02912	PHYSICIANS	792,021
UNIVERSITY SURGICAL ASSOCIATES, 2 DUDLEY STREET 470PROVIDENCERI02905	PHYSICIANS	600,833
LIFESPAN RI HOSPITAL, PO BOX 373PROVIDENCERI029010373	PHYSICIANS	323,464
FRESENIUS MGMT SERVICES, PO BOX 16343CHICAGOIL60693	DIALYSIS/NURSING	189,880
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 6

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	0
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	1,206,107	1,085,497	120,610	0
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	83,596,855	75,237,170	8,359,685
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	6,123,589	5,511,230	612,359
9	Other employee benefits .......	17,563,012	15,806,711	1,756,301
10	Payroll taxes ...........	5,658,707	5,092,836	565,871
11	Fees for services (non-employees):
a	Management ......	212,464	191,218	21,246
b	Legal .........	839,250	755,325	83,925
c	Accounting ...........	468,282	421,454	46,828
d	Lobbying ...........	3,042	2,738	304
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	1,533,819	1,380,437	153,382
12	Advertising and promotion ....	2,342	2,108	234
13	Office expenses .......	1,363,039	1,226,735	136,304
14	Information technology ......	0
15	Royalties ..	0
16	Occupancy ...........	556,374	500,737	55,637
17	Travel ............	315,034	283,531	31,503
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	131,894	118,705	13,189
20	Interest ...........	668,763	601,887	66,876
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	3,869,400	3,482,460	386,940
23	Insurance ..............	1,906,969	1,716,272	190,697
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	MEDICAL SUPPLIES	22,630,643	20,367,579	2,263,064	0
b	PROVISION FOR BAD DEBT	21,144,534	19,030,081	2,114,453	0
c	LICENSING FEE	7,127,002	6,414,302	712,700	0
d	PURCHASED SERVICES	6,622,660	5,960,394	662,266	0
e	All other expenses	8,702,405	7,832,165	870,240
25	Total functional expenses. Add lines 1 through 24e	192,246,186	173,021,572	19,224,614	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
	1	Cashnon-interest-bearing .............	5,537	1	5,537
2	Savings and temporary cash investments .........	306,303	2	381,230
3	Pledges and grants receivable, net ...........	7,180	3	0
4	Accounts receivable, net .............	31,162,448	4	22,642,089
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
		0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
		0	6	0
7	Notes and loans receivable, net .............	0	7	0
8	Inventories for sale or use ..............	688,676	8	927,635
9	Prepaid expenses and deferred charges ..........	932,265	9	855,673
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	112,106,996
b	Less: accumulated depreciation .....	10b	86,686,022	30,584,725	10c	25,420,974
11	Investments—publicly traded securities ..........	0	11	0
12	Investments—other securities. See Part IV, line 11 .....	0	12	0
13	Investments—program-related. See Part IV, line 11 .....	19,268,109	13	15,723,462
14	Intangible assets ...............	0	14	0
15	Other assets. See Part IV, line 11 ...........	1,931,997	15	-10,227,941
16	Total assets. Add lines 1 through 15 (must equal line 34)......	84,887,240	16	55,728,659
	17	Accounts payable and accrued expenses .........	21,479,468	17	23,942,023
18	Grants payable .................	0	18	0
19	Deferred revenue ................	0	19	-2,350,341
20	Tax-exempt bond liabilities .............	9,518,714	20	7,931,329
21	Escrow or custodial account liability. Complete Part IV of Schedule D..	0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	69,375,560	25	46,101,568
26	Total liabilities. Add lines 17 through 25.........	100,373,742	26	75,624,579
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	-27,288,950	27	-32,187,567
28	Temporarily restricted net assets ...........	1,562,926	28	1,907,053
29	Permanently restricted net assets ...........	10,239,522	29	10,384,594
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	-15,486,502	33	-19,895,920
34	Total liabilities and net assets/fund balances ........	84,887,240	34	55,728,659

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

THE MEMORIAL HOSPITAL

Employer identification number

05-0259004

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

(ii) A family member of a person described in (i) above? ......................

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11	Total support (Add lines 7 through 10).

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2011 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2012. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2011. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2011 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2011 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2012. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2011. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 4

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2012

Name of the organization

THE MEMORIAL HOSPITAL

Employer identification number

05-0259004

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 2

Name of organization THE MEMORIAL HOSPITAL

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 3

Name of organization THE MEMORIAL HOSPITAL

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 4

Name of organization
THE MEMORIAL HOSPITAL

Employer identification number

05-0259004

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

THE MEMORIAL HOSPITAL

Employer identification number

05-0259004

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2012

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2012

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Other activities? ..........................

Yes

3,042

Total. Add lines 1c through 1i ...............................

3,042

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered “No” OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ............................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Identifier	Return Reference	Explanation
LOBBYING ACTIVITIES	SCHEDULE C, PART II-B; LINE 1I	THE ORGANIZATION IS A MEMBER OF THE HOSPITAL ASSOCIATION OF RHODE ISLAND ("HARI"). THE ORGANIZATION PAID $3,042 TO THE HARI AS THE PORTION OF MEMBERSHIP DUES ALLOCATED TO LOBBYING. THE HARI PROVIDES ADVOCACY AND REPRESENTATION TO ITS MEMBERS. HARI'S ADVOCACY IS GENERALLY ABOUT HOSPITALS AS THE CORNERSTONE OF THE COMMUNITY, PROTECTING THE HEALTHCARE SAFETY NET AND IMPROVING CARE, AFFORDABILITY AND COVERAGE. THE HARI'S ADVOCACY AGENDA CAN BE VIEWED AT THEIR WEBSITE: WWW.HARI.ORG.

Schedule C (Form 990 or 990EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

THE MEMORIAL HOSPITAL

Employer identification number

05-0259004

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	10,239,522	9,469,353	9,713,167	9,361,014	9,438,660
b	Contributions ........			23	34
c	Net investment earnings, gains, and losses	145,072	770,169	-243,837	352,119	-77,646
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......	10,384,594	10,239,522	9,469,353	9,713,167	9,361,014

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

100.000 %

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	312,086		312,086
b	Buildings ................	45,829,906	30,579,181	15,250,725
c	Leasehold improvements ............
d	Equipment ................	63,751,963	54,580,996	9,170,967
e	Other .................	2,213,041	1,525,845	687,196
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				25,420,974

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) CASH & CASH EQUIVALENTS	4,154,117	F
(2) FIXED INCOME SECURITIES	845,041	F
(3) EQUITY SECURITIES	1,792,515	F
(4) EXTERNALLY ADMINISTERED TRUSTS	7,280,369	F
(5) MUTUAL FUNDS	740,189	F
(6) OTHER INVESTMENTS	911,231	F



Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)	15,723,462

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes		0
MINIMUM PENSION LIABILITY		42,116,387
INSURANCE CLAIM RESERVE		2,286,978
ACCRUED INTEREST PAYABLE		110,818
CURRENT PORTION OF LONG TERM DEBT		1,587,385





Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		46,101,568
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
ENDOWMENT FUNDS	SCHEDULE D, PART V, QUESTION 4	THE HOSPITAL'S ENDOWMENTS CONSIST OF NUMEROUS INDIVIDUAL FUNDS ESTABLISHED FOR A VARIETY OF PURPOSES. THE PURPOSES INCLUDE GENERAL PURPOSE, HEALTHCARE SERVICES, INDIGENT CARE AND HEALTH EDUCATION.
TEXT OF FIN 48 AUDITED FINANCIAL STATEMENT FOOTNOTE	SCHEDULE D, PART X	THE ORGANIZATION IS AN AFFILIATE OF CARE NEW ENGLAND HEALTH SYSTEM AND AFFILIATES; A TAX-EXEMPT, INTEGRATED HEALTHCARE DELIVERY SYSTEM ("SYSTEM"). THE SYSTEM'S PARENT ENTITY IS CARE NEW ENGLAND HEALTH SYSTEM. AN INDEPENDENT BIG FOUR CPA FIRM AUDITED THE CONSOLIDATED FINANCIAL STATEMENTS OF CARE NEW ENGLAND HEALTH SYSTEM AND ALL ENTITIES WITHIN THE SYSTEM FOR THE YEAR ENDED SEPTEMBER 30, 2013 AND ISSUED A CONSOLIDATED FINANCIAL STATEMENT WITH CERTAIN CONSOLIDATING SCHEDULES. THE AUDITED FINANCIAL STATEMENTS DO NOT CONTAIN FOOTNOTE DISCLOSURE RELATED TO THE ORGANIZATION'S LIABILITY FOR UNCERTAIN TAX POSITIONS UNDER FIN 48. THE ORGANIZATION COMPLETED AN ASSESSMENT OF THE ESTIMATED LIABILITY FOR UNCERTAIN TAX POSITIONS AT SEPTEMBER 30, 2013 AND CONCLUDED THAT THE ESTIMATED LIABILITY WAS NOT MATERIAL TO THE ORGANIZATION'S FINANCIAL STATEMENTS.

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE H (Form 990)

Department of the Treasury
Internal Revenue Service

Hospitals

Complete if the organization answered "Yes" to Form 990, Part IV, question 20.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

THE MEMORIAL HOSPITAL

Employer identification number

05-0259004

Part I

Financial Assistance and Certain Other Community Benefits at Cost

Yes

Did the organization have a financial assistance policy during the tax year? If "No," skip to question 6a ...

Yes

If "Yes," was it a written policy? .......................

Yes

If the organization had multiple hospital facilities, indicate which of the following best describes application of the financial assistance policy to its various hospital facilities during the tax year.

Applied uniformly to all hospital facilities Applied uniformly to most hospital facilities Generally tailored to individual hospital facilities

Answer the following based on the financial assistance eligibility criteria that applied to the largest number of the organization's patients during the tax year.

Did the organization use Federal Poverty Guidelines (FPG) as a factor in determining eligibility for providing free care?

If "Yes," indicate which of the following was the FPG family income limit for eligibility for free care:

Yes

100% 150% 200% Other %

Did the organization use FPG as a factor in determining eligibility for providing discounted care? If "Yes," indicate

which of the following was the family income limit for eligibility for discounted care: .........

Yes

200% 250% 300% 350% 400% Other %

If the organization used factors other than FPG in determining eligibility, describe in Part VI the income based criteria for determining eligibility for free or discounted care. Include in the description whether the organization used an asset test or other threshold, regardless of income, as a factor in determining eligibility for free or discounted care.

Did the organization's financial assistance policy that applied to the largest number of its patients during the tax year provide for free or discounted care to the "medically indigent"? ..............

Yes

Did the organization budget amounts for free or discounted care provided under its financial assistance policy during the tax year? ............................

Yes

If "Yes," did the organization's financial assistance expenses exceed the budgeted amount? ......

Yes

If "Yes" to line 5b, as a result of budget considerations, was the organization unable to provide free or discountedcare to a patient who was eligibile for free or discounted care? ..............

Did the organization prepare a community benefit report during the tax year? ..........

If "Yes," did the organization make it available to the public? ..............

Complete the following table using the worksheets provided in the Schedule H instructions. Do not submit these worksheets with the Schedule H.

Financial Assistance and Certain Other Community Benefits at Cost

Financial Assistance and Means-Tested Government Programs		(c) Total community benefit expense	(d) Direct offsetting revenue	(e) Net community benefit expense	(f) Percent of total expense
a	Financial Assistance at cost (from Worksheet 1) ..	7,335,635	4,073,222	3,262,413	1.910 %
b	Medicaid (from Worksheet 3, column a) ....	40,691,539	35,933,092	4,758,447	2.780 %
c	Costs of other means-tested government programs (from Worksheet 3, column b) .
d	Total Financial Assistance and Means-Tested Government Programs .	48,027,174	40,006,314	8,020,860	4.690 %
Other Benefits
e	Community health improvement services and community benefit operations (from Worksheet 4) ..
f	Health professions education (from Worksheet 5) ..	13,390,654	5,827,925	7,562,729	4.420 %
g	Subsidized health services (from Worksheet 6) ..
h	Research (from Worksheet 7)	380,527	0	380,527	0.220 %
i	Cash and in-kind contributions for community benefit (from Worksheet 8)
j	Total. Other Benefits ..	13,771,181	5,827,925	7,943,256	4.640 %
k	Total. Add lines 7d and 7j .	61,798,355	45,834,239	15,964,116	9.330 %

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat. No. 50192T Schedule H (Form 990) 2012

Schedule H (Form 990) 2012

Page

Part II

Community Building Activities Complete this table if the organization conducted any community building activities during the tax year, and describe in Part VI how its community building activities promoted the health of the communities it serves.

		(a) Number of activities or programs (optional)	(b) Persons served (optional)	(c) Total community building expense	(d) Direct offsetting revenue	(e) Net community building expense	(f) Percent of total expense
1	Physical improvements and housing
2	Economic development
3	Community support
4	Environmental improvements
5	Leadership development and training for community members
6	Coalition building
7	Community health improvement advocacy
8	Workforce development
9	Other
10	Total

Part III

Bad Debt, Medicare, & Collection Practices

Section A. Bad Debt Expense

Yes

Did the organization report bad debt expense in accordance with Heathcare Financial Management Association Statement No. 15? ..........................

Yes

Enter the amount of the organization's bad debt expense. Explain in Part VI the methodology used by the organization to estimate this amount. ......

21,144,534

Enter the estimated amount of the organization's bad debt expense attributable to patients eligible under the organization's financial assistance policy. Explain in Part VI the methodology used by the organization to estimate this amount and the rationale, if any, for including this portion of bad debt as community benefit. ......

16,685,152

Provide in Part VI the text of the footnote to the organization’s financial statements that describes bad debt expense or the page number on which this footnote is contained in the attached financial statements.

Section B. Medicare

Enter total revenue received from Medicare (including DSH and IME).....

35,442,636

Enter Medicare allowable costs of care relating to payments on line 5.....

39,027,508

Subtract line 6 from line 5. This is the surplus (or shortfall)........

-3,584,872

Describe in Part VI the extent to which any shortfall reported in line 7 should be treated as community benefit.Also describe in Part VI the costing methodology or source used to determine the amount reported on line 6.Check the box that describes the method used:

Cost accounting system Cost to charge ratio Other

Section C. Collection Practices

Did the organization have a written debt collection policy during the tax year? ..........

Yes

If "Yes," did the organization’s collection policy that applied to the largest number of its patients during the tax year contain provisions on the collection practices to be followed for patients who are known to qualify for financial assistance? Describe in Part VI.......................

Yes

Part IV

Management Companies and Joint Ventures(owned 10% or more by officers, directors, trustees, key employees, and physicians—see instructions)

(a) Name of entity	(b) Description of primary activity of entity	(c) Organization's profit % or stock ownership %	(d) Officers, directors, trustees, or key employees' profit % or stock ownership %	(e) Physicians' profit % or stock ownership %
1
2
3
4
5
6
7
8
9
10
11
12
13

Schedule H (Form 990) 2012

Page

Part VFacility Information

Section A. Hospital Facilities (list in order of size from largest to smallest—see instructions) How many hospital facilities did the organization operate during the tax year?1 Name, address, and primary website address
1	THE MEMORIAL HOSPITAL 111 BREWSTER STREET PAWTUCKET,RI02860 WWW.MHRI.ORG	X	X	X	X	X	X

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	THE MEMORIAL HOSPITAL
Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

Yes

If “Yes,” indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20 12

In conducting its most recent CHNA, did the hospital facility take into account input from representatives of the community served by the hospital facility, including those with special knowledge of or expertise in public health? If “Yes,” describe in Part VI how the hospital facility took into account input from persons who represent the community, and identify the persons the hospital facility consulted ....................

Yes

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI................................

Yes

Did the hospital facility make its CHNA report widely available to the public? .............

Yes

If “Yes,” indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply to date):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the hospital facility address all of the needs identified in its most recently conducted CHNA? If “No,” explain in Part VI which needs it has not addressed and the reasons why it has not addressed such needs ........

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11	Yes
	If “Yes,” indicate the FPG family income limit for eligibility for discounted care: 300.% If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If “Yes,” indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If “Yes,” indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15	Yes
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP?..........	17		No
	If “Yes,” check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the patients regarding the patients’ bills

Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Part VI)

Policy Relating to Emergency Medical Care

Yes

Did the hospital facility have in place during the tax year a written policy relating to emergency medical care that requires the hospital facility to provide, without discrimination, care for emergency medical conditions to individuals regardless of their eligibility under the hospital facility’s financial assistance policy?..........

Yes

If “No,” indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

During the tax year, did the hospital facility charge any FAP-eligible individuals to whom the hospital facility provided emergency or other medically necessary services, more than the amounts generally billed to individuals who had insurance covering such care? ............................

If “Yes,” explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for any service provided to that individual? .........................

If “Yes,” explain in Part VI.

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section C. Other Health Care Facilities That Are Not Licensed, Registered, or Similarly Recognized as a Hospital Facility (list in order of size, from largest to smallest) How many non-hospital health care facilities did the organization operate during the tax year?4
Name and address		Type of Facility (describe)
1	NOTRE DAME AMBULATORY CENTER 1000 BROAD STREET CENTRAL FALLS,RI02863	AMBULATORY CENTER
2	SOUTHEASTERN MEDICAL CENTER 60 MESSENGER STREET PLAINVILLE,MA02762	PHYSICIAN PRACTICE
3	WOMEN'S HEALTH CARE SPECIALISTS 174 ARMISTICE BOULEVARD PAWTUCKET,RI02860	OB/GYN
4	NEW HORIZONS - ADULT DAY HEALTH CENTER 426 MAIN STREET PAWTUCKET,RI02860	ADULT DAY CARE CENTER
5
6
7
8
9
10

Schedule H (Form 990) 2012

Page

Part VI

Supplemental Information

Complete this part to provide the following information.

1	Required descriptions. Provide the descriptions required for Part I, lines 3c, 6a, and 7; Part II; Part III, lines 4, 8, and 9b; Part V, Section A; and Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22.
2	Needs assessment. Describe how the organization assesses the health care needs of the communities it serves, in addition to any needs assessments reported in Part V, Section B.
3	Patient education of eligibility for assistance. Describe how the organization informs and educates patients and persons who may be billed for patient care about their eligibility for assistance under federal, state, or local government programs or under the organization’s financial assistance policy.
4	Community information. Describe the community the organization serves, taking into account the geographic area and demographic constituents it serves.
5	Promotion of community health. Provide any other information important to describing how the organization’s hospital facilities or other health care facilities further its exempt purpose by promoting the health of the community (e.g., open medical staff, community board, use of surplus funds, etc.).
6	Affiliated health care system. If the organization is part of an affiliated health care system, describe the respective roles of the organization and its affiliates in promoting the health of the communities served.
7	State filing of community benefit report. If applicable, identify all states with which the organization, or a related organization, files a community benefit report.
8	Facility reporting group(s). If applicable, for each hospital facility in a facility reporting group provide the descriptions required for Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22.

Identifier	ReturnReference	Explanation
Eligibility for discounted care	Part i, line 3c	Not applicable.
Community benefit report	Schedule h, part i; question 6a	Not applicable.
Subsidized health services	Schedule h, part i; question 7g	No costs relating to subsidized healthcare services are attributable to any physician clinics.
Charity care and certain other community benefit cost	Schedule h, part i, question 7	A cost-to-charge ratio was used, the source being the medicare cost report for fy 2013, adjusted for certain costs which are particular to medicare cost reporting, but not appropriate for part 1, line 7. E.g. removing the reasonable cost equivalent for physician services in w/s a-8-2, adjusting pension expense to gaap, adjustments for useful lives of certain software, and removing the related party costs (other than home office). Worksheet 2, "ratio of patient care cost-to-charges" was used to complete the cost-to-charge ratio used in part 1, line 7.
COMMUNITY BUILDING ACTIVITIES	SCHEDULE H, PART II	The Memorial Hospital has direct involvement in numerous community building activities that promote and improve the health status and general betterment of the communities served by the hospital. This is accomplished through service on state and regional advocacy committees and boards, volunteerism with local community-based non-profit advocacy groups, and participation in conferences and other educational activities to promote understanding of the root causes of health concerns. This organization provides educational materials, conducts community health fairs and holds health education seminars and outreach sessions for its patients and for community providers. Presentations are provided by physicians, nurses and other healthcare professionals.
Provision for Bad Debt	Schedule h, part iii, section a; question 4	Provision for bad debt is from the organization's audited financial statements. The organization and its affiliates prepare and issue audited consolidated financial statements. The system's allowance for doubtful accounts (provision for bad debt) methodology and charity care policies are consistently applied across all hospital affiliates. The attached text was obtained from the footnotes to the audited financial statements of the organization. Net patient service revenue The hospitals and the agency have individual agreements with many third-party payors that provide payments at amounts different from their established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per-diem payments. Net patient service revenue is reported at estimated net realizable amounts from patients, third-party payors, and others for services rendered, and includes estimated retroactive revenue adjustments due to such things as future audits and reviews. Retroactive adjustments are considered in the recognition of revenue on an estimated basis in the period the related services are rendered, and such amounts are adjusted in future periods as adjustments become known, or as years are no longer subject to such adjustments. Charity care The health system provides care to patients who meet certain criteria under their charity care policies without charge or at amounts less than established rates. Because the health system does not pursue collection of amounts determined to qualify as charity care, they are not reported as net patient revenue.
Community benefit	Schedule h, part iii, section b; question 8	The inpatient medicare allowable costs were determined from the submitted fy 2013 medicare cost report, worksheet d-1, line 49., Worksheet d-1, line 49 does not include direct gme costs. The outpatient allowable costs come from worksheet e, part b. EHR payments under the Affordable Care Act in the amount of $1,629,475 have not been included in the determination of the Medicare shortfalls. Bad debt is community benefit and associated costs are includable on the form 990, schedule h, part i. The organization feels that medicare underpayments (shortfall) and bad debt are community benefit and associated costs are includable on the form 990, schedule h, part i. As outlined more fully below, the organization believes that these services and related costs promote the health of the community as a whole and are rendered in conjunction with the organization's charitable tax-exempt purposes and mission in providing medically necessary healthcare services to all individual's in a non-discriminatory manner without regard to race, color, creed, sex, national origin, religion or ability to pay and consistent with the community benefit standard promulgated by the irs. The community benefit standard is the current standard for a hospital for recognition as a tax-exempt and charitable organization under internal revenue code ("irc") 501(c)(3). The organization is recognized as a tax-exempt entity and charitable organization under 501(c)(3) of the irc. Although there is no definition in the tax code for the term "charitable", a regulation promulgated by the department of the treasury provides some guidance and states that "[t]he term charitable is used in 501(c)(3) in its generally accepted legal sense," and provides examples of charitable purposes, including the relief of the poor or unprivileged; the promotion of social welfare; and the advancement of education, religion, and science. Note: it does not explicitly address the activities of hospitals. In the absence of explicit statutory or regulatory requirements applying the term "charitable" to hospitals, it has been left to the irs to determine the criteria hospitals must meet to qualify as irc 501(c)(3) charitable organizations. The original standard was known as the charity care standard. This standard was replaced by the irs with the community benefit standard which is the current standard. Charity care standard In 1956, the irs issued revenue ruling 56-185, which addressed the requirements hospitals needed to meet in order to qualify for irc 501(c)(3) status. One of these requirements is known as the "charity care standard." under the standard, a hospital had to provide, to the extent of its financial ability, free or reduced-cost care to patients unable to pay for it. A hospital that expected full payment did not, according to the ruling, provide charity care based on the fact that some patients ultimately failed to pay. The ruling emphasized that a low level of charity care did not necessarily mean that a hospital had failed to meet the requirement since that level could reflect its financial ability to provide such care. The ruling also noted that publicly supported community hospitals would normally qualify as charitable organizations because they serve the entire community, and a low level of charity care would not affect a hospital's exempt status if it was due to the surrounding community's lack of charitable demands. Community benefit standard In 1969, the irs issued revenue ruling 69-545, which "remove[d]" from revenue ruling 56-185 "the requirements relating to caring for patients without charge or at rates below cost." under the standard developed in revenue ruling 69-545, which is known as the "community benefit standard," hospitals are judged on whether they promote the health of a broad class of individuals in the community. The ruling involved a hospital that only admitted individuals who could pay for the services (by themselves, private insurance, or public programs such as medicare), but operated a full-time emergency room that was open to everyone. The irs ruled that the hospital qualified as a charitable organization because it promoted the health of people in its community. The irs reasoned that because the promotion of health was a charitable purpose according to the general law of charity, it fell within the "generally accepted legal sense" of the term "charitable," as required by treas. Reg. 1.501(c)(3)-1(d)(2). The irs ruling stated that the promotion of health, like the relief of poverty and the advancement of education and religion, is one of the purposes in the general law of charity that is deemed beneficial to the community as a whole even though the class of beneficiaries eligible to receive a direct benefit from its activities does not include all members of the community, such as indigent members of the community, provided that the class is not so small that its relief is not of benefit to the community. The irs concluded that the hospital was "promoting the health of a class of persons that is broad enough to benefit the community" because its emergency room was open to all and it provided care to everyone who could pay, whether directly or through third-party reimbursement. Other characteristics of the hospital that the irs highlighted included the following: its surplus funds were used to improve patient care, expand hospital facilities, and advance medical training, education, and research; it was controlled by a board of trustees that consisted of independent civic leaders; and hospital medical staff privileges were available to all qualified physicians. The organization believes that medicare underpayments and bad debt are community benefit and associated costs are includable on the form 990, schedule h, part i. The american hospital association ("aha") feels that medicare underpayments (shortfall) and bad debt are community benefit and thus includable on the form 990, schedule h, part i. This organization agrees with the aha position. As outlined in the aha letter to the irs dated august 21, 2007 with respect to the first published draft of the new form 990 and schedule h, the aha felt that the irs should incorporate the full value of the community benefit that hospitals provide by counting medicare underpayments (shortfall) as quantifiable community benefit for the following reasons. - providing care for the elderly and serving medicare patients is an essential part of the community benefit standard. - medicare, like medicaid, does not pay the full cost of care. Recently, medicare reimburses hospitals only 92 cents for every dollar they spend to take care of medicare patients. The medicare payment advisory commission ("medpac") in its march 2007 report to congress cautioned that underpayment will get even worse, with margins reaching a 10-year low at negative 5.4 percent. - many medicare beneficiaries, like their medicaid counterparts, are poor. More than 46 percent of medicare spending is for beneficiaries whose income is below 200 percent of the federal poverty level. Many of those medicare beneficiaries are also eligible for medicaid -- so called "dual eligibles." There is every compelling public policy reason to treat medicare and medicaid underpayments similarly for purposes of a hospital's community benefit and include these costs on form 990, schedule h, part i. Medicare underpayment must be shouldered by the hospital in order to continue treating the community's elderly and poor. These underpayments represent a real cost of serving the community and should count as a quantifiable community benefit. Both the aha and this organization also feel that patient bad debt is a community benefit and thus includable on the form 990, schedule h, part i. Like medicare underpayment (shortfalls), there also are compelling reasons that patient bad debt should be counted as quantifiable community benefit as follows: - a significant majority of bad debt is attributable to low-income patients, who, for many reasons, decline to complete the forms required to establish eligibility for hospitals' charity care or financial assistance programs. A 2006 congressional budget office ("cbo") report, nonprofit hospitals and the provision of community benefits, cited two studies indicating that "the great majority of bad debt was attributable to patients with income below 200% of the federal poverty line." - the report also noted that a substantial portion of bad debt is pending charity care. Unlike bad debt in other industries, hospital bad debt is complicated by the fact that hospitals follow their mission to the community and treat every patient that comes through their emergency department, regardless of ability to pay. Patients who have outstanding bills are not turned away, unlike other industries. Bad debt is further complicated by the auditing industry's standards on reporting charity care. Many patients cannot or do not provide the necessary, extensive document
Collection policy	Schedule h, part iii, section b; question 9b	Memorial hospital of rhode island does not pursue collection for those patients who qualify for 100% financial assistance, but our normal collection policy would apply for patients receiving partial financial assistance (discounted by reason of income/assets on the fpg between 200% and 300%) or facing extreme hardships.
Facility information	Schedule h, part v, section b, questions 1j & 6i	Not applicable.
Facility information	Schedule h, part v, section b, question 3	Care New England sought community input through interviews and key informant surveys with 49 key community stakeholders, focus groups with healthcare providers, and inclusion of partner hospital representatives as well as public health officials in the prioritization and implementation planning process.
Facility information	Schedule h, part v, section b, question 4	Care New England Health System (CNE) participated in a statewide Community Health Needs Assessment, led by the Hospital Association of Rhode Island (HARI), and its member hospitals (Our Lady of Fatima Hospital, Roger Williams Medical Center, Landmark Medical Center, South County Hospital and The Westerly Hospital). HARI CHNA partners jointly conducted a prioritization to identify key statewide community health needs. Care New England Health System's hospitals: Butler Hospital, Kent Hospital, Memorial Hospital of Rhode Island, and Women & Infants Hospital identified system priorities and developed a system-wide Implementation Plan which aligned with the prioritized statewide health issues. Each hospital also has its own Needs Assessment.
Facility information	Schedule h, part v, section b, question 5c	In addition to the organization's website, www.mhri.org, the CHNA is available at www.rihealthcarematter.org.
Facility information	Schedule h, part v, section b, question 7	By adopting the statewide priorities, Mental Health and Substance Abuse, Heart Disease, and Diabetes, Care New England will take a comprehensive approach to addressing the most urgent needs in the communities it serves. Care New England will continue to monitor community needs and adjust programming and services accordingly.
Facility information	Schedule h, part v, section b, Qs 10,11,12h,14g,16e,17e,18e,19c,19d,21&22	Not applicable.
Facility information	Schedule h, part v, section b, question 20d	The facility has a longstanding policy of providing uninsured patients a 30% discount from charges. This percentage was an approximation of the average payment rates for nongovernmental payors across the system. Additional discounts are provided for advance or prompt payments.
Needs assessment	Schedule h, part vi, question 2	The organization continually reviews and evaluates current and proposed programs to ensure that programs offering the most benefit will continue to be supported by the hospital. The hospital aligns its community programs in support of the rhode island department of health healthy people 2010 initiatives: objective 5: responsible sexual behavior, objective 6: mental health, objective 7: injury and violence, objective 9: immunization and objective 10: access to healthcare. Please refer to schedule o for a detailed community benefit statement.
Patient education of eligibility for assistance	Schedule h, part vi, question 3	As a not for-profit entity, Memorial hospital of rhode island's first consideration in the admission and placement or treatment of any patient is the patient's medical needs. Some patients hesitate to obtain necessary care because of their financial concerns. A notice of financial aid appears on all statements sent to patients. Also, it is prominently posted in the patient assessment department, admission areas, outpatient care areas and on the organization's website. Also, the notice is available in the three most common languages used by the patient population in accordance with the applicable "standards for culturally and linguistically appropriate services in healthcare" (standards 4 and 7, based on title vi of the civil rights act of 1964). Uninsured and underinsured patients are counseled at the point of service or during the billing process about any federal, state or local programs that they may be eligible for, and assistance with applications is also provided.
Community information	Schedule h, part vi, question 4	Memorial hospital of rhode island's primary service area consists of the cities of Pawtucket, Central Falls, East Providence, and the towns of Lincoln and Cumberland, with a total population of 192,216 for 2013 per Truven Health Analytics. The average household income is $61,792 and on average 13.8% of the population in these zip codes has income below the poverty level. One hospital serves the primary service area and a significant percent of hospital discharges are medicare, medicaid and uninsured patients. Data from Truven Health Analytics Inc. for 2013 indicated that this area consisted of the following groups: 67.2% of the population were caucasian, 16.8% of the population were hispanics and latinos of any race and 7.7% were black or african American, and 3.5% reported other ethnicities.
Promotion of community health	Schedule h, part vi; question 5	The organization and the entire care new england health system promote the health of the community on a daily basis throughout the year. The system coordinates and offers numerous community benefit programs, activities and support groups to the community. Please refer to schedule o for a detailed community benefit statement.
Affiliated healthcare system	Schedule h, part vi, question 6	Outlined below is a summary of the entities which comprise the care new england health system. Not for-profit care new england health system entities: Care new england health system Care new england health system is the tax-exempt parent of the care new england health system ("cne"). This integrated healthcare delivery system consists of a group of affiliated healthcare organizations. This organization is the sole member or stockholder of each affiliated entity. Cne is an integrated system of healthcare providers throughout the state of rhode island. Care new england health system is an organization recognized by the internal revenue service as tax-exempt pursuant to internal revenue code 501(c)(3) and as a non-private foundation pursuant to internal revenue code 509(a)(3). As the parent organization, care new england health system strives to continually develop and operate a multi-hospital healthcare system which provides substantial community benefit through the provision of a comprehensive spectrum of healthcare services to the residents of rhode island and surrounding communities. Care new england health system ensures that its system provides medically necessary healthcare services to all individuals regardless of race, color, creed, sex, national origin, religion or ability to pay. No individuals are denied necessary medical care, treatment or services. Cne's active hospitals include butler hospital, memorial hospital of rhode island and kent county memorial hospital. Each of these hospitals operates consistently with the following criteria outlined in irs revenue ruling 69-545: 1. Each provides medically necessary healthcare services to all individuals regardless of ability to pay, including charity care, self-pay, medicare and medicaid patients; 2. Each operates an active emergency room for all persons; which is open 24 hours a day, 7 days a week, 365 days per year; 3. Each maintains an open medical staff, with privileges available to all qualified physicians; 4. CONTROL OF EACH RESTS WITH THE COMMON BOARD OF DIRECTORS OF CARE NEW ENGLAND HEALTH SYSTEM. THE BOARD IS COMPRISED OF A MAJORITY OF INDEPENDENT CIVIC LEADERS AND OTHER PROMINENT MEMBERS OF THE COMMUNITY; and 5. Surplus funds are used to improve the quality of patient care, expand and renovate facilities and advance medical care; programs and activities. Butler hospital Butler hospital is a 117-bed non-profit private, non-profit psychiatric and substance abuse hospital for adults, adolescents, children, and seniors located in providence, rhode island. Butler hospital is recognized by the internal revenue service as an internal revenue code 501(c)(3) tax-exempt organization. Pursuant to its charitable purposes, the organization provides medically necessary healthcare services to all individuals regardless of race, color, creed, sex, national origin, religion or ability to pay. Moreover, butler hospital operates consistently with the criteria outlined in irs revenue ruling 69-545. Kent county memorial hospital Kent county memorial hospital is a 359-bed non-profit acute care hospital located in warwick, rhode island. Kent county memorial hospital is recognized by the internal revenue service as an internal revenue code 501(c)(3) tax-exempt organization. Pursuant to its charitable purposes, the organization provides medically necessary healthcare services to all individuals regardless of race, color, creed, sex, national origin, religion or ability to pay. Moreover, kent county memorial hospital operates consistently with the criteria outlined in irs revenue ruling 69-545. Women & infants hospital of rhode island Women & infants corporation is a 247-bed and 60-bassinet non-profit specialty hospital for women and newborns located in providence, rhode island. Women & infants corporation is recognized by the internal revenue service as an internal revenue code 501(c)(3) tax-exempt organization. Pursuant to its charitable purposes, the organization provides medically necessary healthcare services to all individuals regardless of race, color, creed, sex, national origin, religion or ability to pay. Moreover, women & infants corporation operates consistently with the criteria outlined in irs revenue ruling 69-545. Butler hospital foundation Butler hospital foundation is an organization recognized by the internal revenue service as tax-exempt pursuant to internal revenue code 501(c)(3) and as a non-private foundation pursuant to internal revenue code 509(a)(3). Through fundraising activities the organization supports the charitable purposes, programs and services of butler hospital; a related internal revenue code 501(c)(3) tax-exempt organization, that provides medically necessary healthcare services to all individuals in a non-discriminatory manner regardless of race, color, creed, sex, national origin, religion or ability to pay. Kent county visiting nurse association Kent county visiting nurse association is an organization recognized by the internal revenue service as tax-exempt pursuant to internal revenue code 501(c)(3) and as a non-private foundation pursuant to internal revenue code 170(b)(1)(a)(vi). The organization provides medically necessary healthcare services to all individuals regardless of race, color, creed, sex, national origin, religion or ability to pay. Kent hospital foundation Kent hospital foundation is an organization recognized by the internal revenue service as tax-exempt pursuant to internal revenue code 501(c)(3) and as a non-private foundation pursuant to internal revenue code 509(a)(3). Through fundraising activities the organization supports the charitable purposes, programs and services of kent county memorial hospital; a related internal revenue code 501(c)(3) tax-exempt organization, that provides medically necessary healthcare services to all individuals in a non-discriminatory manner regardless of race, color, creed, sex, national origin, religion or ability to pay. Women & infants development foundation Women & infants development foundation is an organization recognized by the internal revenue service as tax-exempt pursuant to internal revenue code 501(c)(3) and as a non-private foundation pursuant to internal revenue code 509(a)(3). Through fundraising activities the organization supports the charitable purposes, programs and services of women & infants hospital of rhode island; a related internal revenue code 501(c)(3) tax-exempt organization, that provides medically necessary healthcare services to all individuals in a non-discriminatory manner regardless of race, color, creed, sex, national origin, religion or ability to pay. Women & infants corporation Women & infants corporation is an organization recognized by the internal revenue service as tax-exempt pursuant to internal revenue code 501(c)(3) and as a non-private foundation pursuant to internal revenue code 509(a)(3). The organization is the parent entity of women & infants hospital of rhode island and its affiliates, which provide medically necessary healthcare services to all individuals regardless of race, color, creed, sex, national origin, religion or ability to pay. Wih faculty physicians, inc. Wih faculty physicians, inc. Is an organization recognized by the internal revenue service as tax-exempt pursuant to internal revenue code 501(c)(3) and as a non-private foundation pursuant to internal revenue code 509(a)(2). The organization provides medically necessary healthcare services to all individuals regardless of race, color, creed, sex, national origin, religion or ability to pay. Health touch, inc. Health touch, inc. Is an organization recognized by the internal revenue service as tax-exempt pursuant to internal revenue code 501(c)(3) and as a non-private foundation pursuant to internal revenue code 509(a)(2). The organization provides medically necessary healthcare services to all individuals regardless of race, color, creed, sex, national origin, religion or ability to pay. Affinity physicians, l.l.c. and kent ancillary services, l.l.c. are single member limited liability companies of kent county memorial hospital. Memorial hospital Memorial hospital is a 294-bed non-profit acute care hospital located in pawtucket, rhode island. Memorial hospital is recognized by the internal revenue service as an internal revenue code 501(c)(3) tax-exempt organization. Pursuant to its charitable purposes, the organization provides medically necessary healthcare services to all individuals regardless of race, color, creed, sex, national origin, religion or ability to pay. Moreover, butler hospital operates consistently with the criteria outlined in irs revenue ruling 69-545. Blackstone health, inc. Blackstone health, inc. Is an organization recognized by the internal revenue service as tax-exempt pursuant to internal revenue code 501(c)(3) and as a non-private foundation pursuant to internal revenue code 509(a)(1). The organization provides medically necessary healthcare services to
State filing of community benefit report	Schedule h, part vi, question 7	Not applicable. The entity and related provider organizations are located in rhode island. No community benefit report is filed with the state of rhode island.
Facility reporting group(s)	Schedule h, part vi, question 8	Not applicable.

Schedule H (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

THE MEMORIAL HOSPITAL

Employer identification number

05-0259004

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Yes

Any related organization? .........................

Yes

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)DENNIS D KEEFEDIR - PRES/CEO/CNE (EFF 9/3)	(i) (ii)	0 790,730	0 103,800	0 50,697	0 81,013	0 23,186	0 1,049,426	0 0
(2)ALYSSA BOSS ESQASST SEC/SVP & GENERAL COUNSEL	(i) (ii)	0 278,525	0 22,979	0 21,337	0 79,570	0 13,502	0 415,913	0 0
(3)JOHN M SUTHERLAND IIISVP/ASST TREASURER/CFO/CNE	(i) (ii)	0 434,901	0 33,201	0 54,229	0 27,500	0 23,273	0 573,104	0 0
(4)MICHELE MACDONALD GALLAGHERSR VP - CLINICAL OPERATIONS	(i) (ii)	266,122 0	0 0	2,930 0	7,652 0	17,639 0	294,343 0	0 0
(5)MICHAEL J RYANSR VP - FINANCE	(i) (ii)	201,663 0	0 0	1,909 0	5,828 0	17,639 0	227,039 0	0 0
(6)THOMAS GOUGHSR VP - ADMINISTRATION	(i) (ii)	187,676 0	0 0	630 0	5,424 0	17,639 0	211,369 0	0 0
(7)THOMAS L ROSSVP - FACILITIES	(i) (ii)	154,653 0	0 0	2,350 0	3,626 0	17,639 0	178,268 0	0 0
(8)BRIAN WILEY MDEMERGENCY PHYSICIAN	(i) (ii)	298,393 0	0 0	0 0	0 0	7,870 0	306,263 0	0 0
(9)JEFFREY BORKAN MDCHIEF - FAMILY MEDICINE	(i) (ii)	284,542 0	0 0	0 0	0 0	17,639 0	302,181 0	0 0
(10)JOHN RIEDEL MDEMERGENCY PHYSICIAN	(i) (ii)	283,441 0	0 0	0 0	0 0	17,639 0	301,080 0	0 0
(11)MICHAEL A PEPI MDCHIEF - OB/GYN	(i) (ii)	275,001 0	0 0	0 0	0 0	17,639 0	292,640 0	0 0
(12)NOUBAR KESSIMIAN MDCHIEF - PATHOLOGY	(i) (ii)	271,500 0	0 0	0 0	0 0	17,639 0	289,139 0	0 0
(13)MARTIN E TURSKYFORMER PRESIDENT	(i) (ii)	231,000 0	0 0	0 0	0 0	9,468 0	240,468 0	0 0
(14)FRANCIS R DIETZFORMER PRESIDENT	(i) (ii)	15,000 0	0 0	170,900 0	0 0	0 0	185,900 0	0 0

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Identifier	Return Reference	Explanation
COMPENSATION INFORMATION	PART VII AND SCHEDULE J	TAXABLE COMPENSATION REPORTED HEREIN IS DERIVED FROM 2012 FORMS W-2 AND 1099 (IF APPLICABLE).
COMPENSATION INFORMATION	SCHEDULE J, PART I; QUESTION 4B	THE DEFERRED COMPENSATION AMOUNT IN COLUMN C FOR THE FOLLOWING INDIVIDUALS INCLUDES UNVESTED BENEFITS IN AN INTERNAL REVENUE CODE SECTION 457(F) PLAN (NON-QUALIFIED DEFERRED COMPENSATION PLAN) WHICH ARE SUBJECT TO A SUBSTANTIAL RISK OF COMPLETE FORFEITURE. ACCORDINGLY, THE INDIVIDUALS MAY NEVER ACTUALLY RECEIVE THIS UNVESTED BENEFIT AMOUNT. THE AMOUNTS OUTLINED HEREIN WERE NOT INCLUDED IN EACH INDIVIDUAL'S 2012 FORM W-2, AS TAXABLE WAGES: DENNIS D. KEEFE, $62,263 AND ALYSSA BOSS, ESQ., $63,819.
COMPENSATION INFORMATION	SCHEDULE J, PART I; QUESTION 6A & 6B	THE EXECUTIVE COMPENSATION PACKAGE FOR VARIOUS INDIVIDUALS REPORTED ON THIS FORM 990 CONSISTS OF BOTH A FIXED SALARY AND ADDITIONAL AT-RISK COMPENSATION THAT IS BASED ON SEVERAL QUALITATIVE AND QUANTITATIVE COMPONENTS. THE AT-RISK COMPENSATION IS COMPRISED OF BOTH SHORT-TERM AND LONG-TERM FACTORS AS FOLLOWS. THE SHORT-TERM INCENTIVE PROGRAM PROVIDES AN OPPORTUNITY FOR PROGRAM PARTICIPANTS TO EARN AN INCENTIVE AWARD BASED ON THE ACHIEVEMENT OF CRITICAL STRETCH GOALS THAT RECOGNIZE PERFORMANCE ABOVE EXPECTATIONS. THESE GOALS ARE MEASURED FOR EACH FISCAL PERIOD IN THE FOLLOWING CRITICAL AREAS: QUALITY, FINANCIAL AND PATIENT SATISFACTION. THE LONG-TERM INCENTIVE PROGRAM PROVIDES AN OPPORTUNITY FOR PROGRAM PARTICIPANTS TO EARN AN INCENTIVE AWARD BASED ON THE ACCOMPLISHMENT OF CRITICAL MULTI-YEAR SYSTEM PERFORMANCE OBJECTIVES. AWARDS ARE EARNED BY MEASURING SYSTEM PERFORMANCE OVER THREE-YEAR OVERLAPPING PERFORMANCE PERIODS AND ARE MEASURED IN REFERENCE TO GOALS IN THE FOLLOWING CRITICAL AREAS: NET INCOME FROM OPERATIONS, MARKET SHARE, PATIENT SATISFACTION AND STRATEGIC OBJECTIVE.
COMPENSATION INFORMATION	SCHEDULE J, PART I; QUESTION 7	CERTAIN INDIVIDUALS INCLUDED IN SCHEDULE J, PART II RECEIVED A BONUS DURING CALENDAR YEAR 2012 WHICH AMOUNTS WERE INCLUDED IN COLUMN B(II) HEREIN AND IN EACH INDIVIDUAL'S 2012 FORM W-2, BOX 5, AS TAXABLE MEDICARE WAGES. PLEASE REFER TO THIS SECTION OF THE FORM 990, SCHEDULE J FOR THIS INFORMATION BY PERSON BY AMOUNT.

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
THE MEMORIAL HOSPITAL

Employer identification number
05-0259004

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	RHODE ISLAND HEALTH AND EDUCATIONAL BUILDING	52-1300173	762243EY5	12-24-2003	25,358,159	CAPITAL RENOVATIONS AND EQUIPMENT		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	6,530,000
2 Amount of bonds legally defeased . . . . . . . . . . .	0
3 Total proceeds of issue . . . . . . . . . . . . . .	25,358,159
4 Gross proceeds in reserve funds . . . . . . . . . . . .	0
5 Capitalized interest from proceeds . . . . . . . . . . .	0
6 Proceeds in refunding escrows . . . . . . . . . . . .	335,000
7 Issuance costs from proceeds . . . . . . . . . . . .	183,691
8 Credit enhancement from proceeds . . . . . . . . . . .	0
9 Working capital expenditures from proceeds . . . . . . . . .	0
10 Capital expenditures from proceeds . . . . . . . . . . .	12,729,548
11 Other spent proceeds . . . . . . . . . . . . . .	0
12 Other unspent proceeds . . . . . . . . . . . . . .	0
13 Year of substantial completion . . . . . . . . . . . .	2013
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2012

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0%		%		%		%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	%		%		%		%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	%		%		%		%
7 Does the bond issue meet the private security or payment test? . . . . .
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .		X
b Exception to rebate? . . . . . . . .		X
c No rebate due? . . . . . . . . . .	X
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X
b Name of provider . . . . . . . . .	0
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . . . .		X
e Was a hedge terminated? . . . . . . .		X

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X
b Name of provider . . . . . . . . .	0
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?		X

Part VI

Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K (see instructions).

Identifier	Return Reference	Explanation

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

THE MEMORIAL HOSPITAL

Employer identification number

05-0259004

Identifier	Return Reference	Explanation
COMMUNITY BENEFIT STATEMENT	CORE FORM, PART III, STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS	Memorial Hospital of Rhode Island ("Memorial") is a not for-profit community hospital. Memorial is recognized by the irs as an internal revenue code section 501(c)(3) tax-exempt organization. Pursuant to its charitable purposes, Memorial provides medically necessary healthcare services to all individuals in a non-discriminatory manner regardless of race, color, creed, sex, national origin, religion or ability to pay. Moreover, Memorial operates consistently with the following criteria outlined in IRS revenue ruling 69-545: 1. Memorial provides medically necessary healthcare services to all individuals regardless of ability to pay, including charity care, self- pay, Medicare and Medicaid patients; 2. Memorial operates an active emergency room for all persons; which is open 24 hours a day, 7 days a week, 365 days per year; 3. Memorial maintains an open medical staff, with privileges available to all qualified physicians; 4. Control of Memorial rests with the board of directors of care new england health system and is comprised of independent civic leaders and other prominent members of the community; and 5. Surplus funds are used to improve the quality of patient care, expand and renovate facilities and advance medical care; programs and activities. The operations of Memorial, as shown through the factors outlined above and other information contained herein, clearly demonstrate that the hospital provides substantial community benefit and that the use and control of Memorial is for the benefit of the public and that no part of the income or net earnings of the organization inures to the benefit of any private individual nor is any private interest being served other than incidentally. History ======= As of September 3, 2013, Southeastern Healthcare System, Inc. ("SHS"), an Internal Revenue Code Section 501(c)(3) tax-exempt organization located in Rhode Island and southeastern Massachusetts, became a subsidiary of Care New England Health System ("Care New England"); an Internal Revenue Code Section 501(c)(3) tax-exempt organization and the parent entity of a Rhode Island based tax-exempt integrated healthcare delivery system. SHS is the sole corporate member of Memorial. Care New England became the parent organization and sole member of SHS as a result of this acquisition. Care New England and SHS believe that the acquisition will greatly improve comprehensive healthcare services. Founded in 1901, Memorial has grown steadily from a 30-bed institution to a 13-acre teaching institution with 294 beds and three satellite primary care center facilities in Rhode Island and nearby Massachusetts. Memorial has come to embody a myriad of internationally-renowned research studies, the enthusiasm of medical students in unique Family and Internal Medicine Programs, the rehabilitation center and one of the first Home Care Programs in New England. Memorial has also fostered a healthy relationship with The Warren Alpert Medical School of Brown University, bringing residents in both Internal and Family Medicine training programs into the hospital. The Family Medicine program is the only one of its kind in the state to integrate the broad range of preventive counseling and diagnostic and treatment services. These elements combine for a dynamic atmosphere in which Memorial reaches beyond the boundaries of conventional medicine to develop bold new programs and services that are designed to help people stay healthy before and after hospitalization. The commitment to the community has helped fuel Memorial's dynamic growth through the decades, from the construction of a private wing for 23 patients constructed in 1918 for just $50,975 to the opening of the spectacular $12.6-million Sayles Building in 1987. Memorial's niche as one of the most modern and progressive hospital facilities in the nation is tribute to the dedication of the staff and the generosity of Blackstone Valley residents, which its founders envisioned as key to the success of the institution. Care new england health system was formed in february 1996 by founding members butler hospital, kent county memorial hospital and women & infants hospital of rhode island. These three hospitals are all internal revenue code section 501(c)(3) tax-exempt organizations. As outlined earlier, SHS, which includes Memorial, joined Care New England in September of 2013. In june 1999, kent county visiting nurse association became a member of the care new england family, and later that year announced its name change to vna of care new england. In 2000, healthtouch, inc., a private duty nursing service, joined the division. Today, vna of care new england provides a broad spectrum of home health and hospice services. The care new england health system was founded in 1996 by members committed to the vision that we can build a better system of healthcare for the people and communities of southeastern new england. The system offers the latest advances in medicine, specialty-trained doctors, and renowned services and care. An integrated health system that offers a continuum of quality care, care new england is moving healthcare forward and reinventing the way healthcare is delivered. This approach puts a broad spectrum of care - addressing cancer, cardiac rehabilitation, hyperbaric medicine, parkinson's disease, maternal-fetal medicine and fetal surgery, advanced laparoscopic and robotic surgery, stroke and addiction treatment - all under one umbrella so they are easily accessible to patients and families. Care new england includes: butler hospital, rhode island's only private, nonprofit psychiatric and substance abuse hospital for adults, adolescents, children and seniors; kent hospital, the largest community hospital in the state, providing a full spectrum of primary and secondary acute care services; women & infants hospital of rhode island, one of the nation's busiest obstetrical facilities with one of the nation's largest single-family room neonatal intensive care units, the area's only tertiary level neonatal facility, and various specialty services; memorial hospital of rhode island, one of the most modern and progressive hospital facilities in the nation; the vna of care new england, which provides a broad spectrum of home health, hospice and private duty nursing services for new mothers, the elderly and the terminally ill; and the care new england wellness center, which offers an array of rehabilitation, wellness, fitness and educational programs. The system includes a solid, diverse combination of physician specialists and generalists and a strong commitment to education. Butler and women & infants hospitals are major teaching affiliates of the warren alpert medical school of brown university, while kent is a teaching site for the university of new england college of osteopathic medicine. In addition, care new england is committed, through national and internationally-funded and recognized research projects, to finding answers to many of today's medical questions. Care new england provides medically necessary healthcare services to patients who meet certain criteria under its charity care policy without charge or at amounts less than the established rates. Because care new england does not pursue collection of amounts determined to qualify as charity care, they are not reported as revenue. Charity care includes services to uninsured patients who care new england has determined qualify for charity care under care new england policies. Services to uninsured patients who are not eligible for charity care or who care new england was not able to determine their eligibility are not reported as charity care but reported in the provision for bad debts. Additionally, care new england sponsors certain other programs which provide substantial benefit to the broader community. Such programs include services to needy populations including community service programs and services for school-aged children and the elderly. Care new england also actively sponsors programs on health education and wellness. Care new england maintains records to identify and monitor the level of charity care and community service it provides. These records include the amount of charges forgone based on established rates for services and supplies furnished under its charity and community service policies.
COMMUNITY BENEFIT STATEMENT CONTINUED	CORE FORM, PART III, STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS	Mission ======= Memorial's mission is primary care and preventative medicine, providing advanced diagnosis and treatment with a focus on teaching and research. An essential resource in achieving their mission is the medical expertise provided by their competent and caring professional staff. Memorial strives to achieve the timely and efficient delivery of care in a compassionate atmosphere. Vision ====== Memorial's vision to excel as a primary healthcare network and community teaching hospital requires them to: - Continuously improve the quality, maximize the value, and expand access to patient services. - Build a learning organization by creating an environment and structures to foster role development. - Support research efforts and translate research findings into standards that measure and improve patient care for high volume and/or underserved, vulnerable populations within our community. Values ====== Memorial's organizational values emphasize individual contributions and team approach that foster: - Respect, - Integrity, - Collaboration, - Innovation, and - Excellence. Overview ======== Memorial's main campus is in Pawtucket, Rhode Island and its affiliates provide primary care services in Pawtucket and Central Falls and in Plainville, Massachusetts. Memorial also has a state-of-the-art cancer and cardiovascular treatment facility in Pawtucket. The most telling indication of the hospital's dedication to education is embodied in an affiliation with the Alpert Medical School. Created in 1969, the relationship has brought thousands of the best young medical students, interns, residents and research fellows in the country through the hospital's doors for study and practice. Memorial has grown into the second largest teaching hospital in the state, with the majority of the full-time medical staff affiliated with the medical school, and dozens of residents in various specialties working at the hospital. Memorial is home to Brown's Family Medicine and Internal Medicine residency programs, through which staff physicians teach medical residents about rehabilitation and restorative care. This infusion invigorated Memorial's medical research endeavors. Today, more than fifty research projects supported by more than $2.5 million in federal funds, ranks the hospital among the top research hospitals in Rhode Island. Memorial is also on the forefront in the relatively new specialty field of Family Medicine, which emphasizes the role of the primary care physician as the orchestrator of care and treatment for members of an entire family. These specially trained doctors provided preventive healthcare assessments and counseling for families in addition to their traditional diagnostic and treatment services. Brown medical school's Family Medicine teaching program is anchored at Memorial Hospital, where residents undergo rigorous training in a wide variety of medical areas, including pediatrics, gerontology, surgery, emergency medicine, obstetrics, gynecology, internal and behavioral medicine. Throughout the three-year program, residents work directly with families in neighborhood health centers, private physician offices and as staff members of Memorial's Center for Primary Care and Prevention. In that capacity, they provide family planning services, assess learning disabilities, provide family crisis intervention and offer a full scope of traditional medical services. Comprehensive services ====================== Memorial is home to sophisticated technology and experienced highly skilled technologists, nurses, and physicians. Memorial provides advanced healthcare in an environment of caring, compassion and dedication to excellence. The hospital provides the following services: - Ambulatory Center - Anesthesiology - Aquatic Therapy - Audiology & Hearing Services - Birthing Center - Brace Clinic - Cancer Center - Cardiac Rehabilitation - Cardiovascular Center - Critical Care Medicine - Dermatology - Diabetes - Diagnostic Imaging - Emergency Services - Endocrinology - Endoscopy Center - Family Medicine - Gastroenterology - Geriatric Services - Gynecology - Hematology/Oncology - Home Care - Hospitalist Service - Infectious Diseases - Internal Medicine - Laboratory Services (Outpatient) - Neurodevelopmental Center - Neurology - Neurosurgery - Nursing - Nutrition Services - Obstetrics - Occupational Therapy (Outpatient) - Orthopaedics - Pain Management - Pastoral Care Program - Pediatric Primary Care Center - Pediatric Specialty Clinics - Pediatrics - Physical Therapy (Outpatient) - Podiatry - Pulmonary Center - Rehabilitation - Sleep Center - Social Services - Spasticity - Speech Therapy (Outpatient) - Sports Concussion Management - Stroke Center - Surgical Services - Tone Management - Travel Clinic - Urgent Care Center Community service =============== Today, Memorial Hospital of Rhode Island is a vibrant, not-for-profit health, teaching and research center built on a foundation of philanthropy that spans generations and is known throughout the Blackstone Valley, East Bay regions of Rhode Island and in Bristol County, Massachusetts. It is a leading and innovative healthcare resource with a tradition of treating patients regardless of their ability to pay and is committed to providing modern facilities that provide state-of-the-art care for all. In addition to charity care, Memorial Hospital also provides numerous services to the community at no charge, including language interpretation, physician referral, community health screenings, health and wellness education, and support groups. These services are possible because the hospital constantly strives to invest in its facilities, equipment and personnel.
DISCLOSURE INFORMATION	CORE FORM, PART VI, SECTION A; QUESTION 4	AS OF SEPTEMBER 3, 2013, SOUTHEASTERN HEALTHCARE SYSTEM, INC. ("SHS"), AN INTERNAL REVENUE CODE SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION LOCATED IN RHODE ISLAND AND SOUTHEASTERN MASSACHUSETTS, BECAME A SUBSIDIARY OF CARE NEW ENGLAND HEALTH SYSTEM ("CNE"); AN INTERNAL REVENUE CODE SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION AND THE PARENT ENTITY OF A RHODE ISLAND BASED TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM. SHS IS THE SOLE CORPORATE MEMBER OF THE MEMORIAL HOSPITAL. CNE BECAME THE PARENT ORGANIZATION AND SOLE MEMBER OF SHS AS A RESULT OF THIS ACQUISITION. CNE AND SHS BELIEVE THAT THE ACQUISITION WILL GREATLY IMPROVE THEIR ABILITY TO PROVIDE COMPREHENSIVE HEALTHCARE SERVICES.
DISCLOSURE INFORMATION	CORE FORM, PART VI, SECTION A; QUESTIONS 6 AND 7	CARE NEW ENGLAND HEALTH SYSTEM ("CNE"), AS THE PARENT ENTITY OF THIS TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM, HAS THE ULTIMATE AUTHORITY TO ELECT THE MEMBERS OF THIS ORGANIZATION'S BOARD OF DIRECTORS AND HAS CERTAIN RESERVED POWERS AS DEFINED IN THIS ORGANIZATION'S BYLAWS.
DISCLOSURE INFORMATION	CORE FORM, PART VI, SECTION B; QUESTION 11B	THE ORGANIZATION IS AN AFFILIATE IN THE CARE NEW ENGLAND HEALTH SYSTEM AND AFFILIATES ("SYSTEM"); A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM. CARE NEW ENGLAND HEALTH SYSTEM IS THE PARENT ENTITY OF THE SYSTEM. THE ORGANIZATION'S FEDERAL FORM 990 WAS PROVIDED TO EACH VOTING MEMBER OF THE ORGANIZATION'S GOVERNING BODY (ITS BOARD OF DIRECTORS) PRIOR TO THE FILING WITH THE IRS. IN ADDITION THE CARE NEW ENGLAND HEALTH SYSTEM FINANCE COMMITTEE ALSO PERFORMED A REVIEW OF THE FEDERAL FORM 990 PRIOR TO MAKING IT AVAILABLE TO EACH VOTING MEMBER OF ITS BOARD OF DIRECTORS. THE CARE NEW ENGLAND HEALTH SYSTEM BOARD OF DIRECTORS HAS DELEGATED TO THE FINANCE COMMITTEE THE RESPONSIBILITY TO OVERSEE AND COORDINATE THE FEDERAL FORM 990 PREPARATION AND FILING PROCESS FOR THE TAX-EXEMPT AFFILIATES OF THE SYSTEM. AS PART OF THE ORGANIZATION'S FEDERAL FORM 990 TAX RETURN PREPARATION PROCESS THE ORGANIZATION HIRED A PROFESSIONAL CPA FIRM WITH EXPERIENCE AND EXPERTISE IN BOTH HEALTHCARE AND NOT-FOR-PROFIT TAX RETURN PREPARATION TO PREPARE THE FEDERAL FORM 990. THE CPA FIRM'S TAX PROFESSIONALS WORKED CLOSELY WITH THE ORGANIZATION'S FINANCE DEPARTMENT LEADERSHIP TO OBTAIN THE INFORMATION NEEDED IN ORDER TO PREPARE A COMPLETE AND ACCURATE TAX RETURN. THE CPA FIRM PREPARED A DRAFT FEDERAL FORM 990 AND FURNISHED IT TO THE ORGANIZATION'S INTERNAL WORKING GROUP, INCLUDING, BUT NOT LIMITED TO, THE INDIVIDUALS OUTLINED ABOVE, FOR THEIR REVIEW. THE ORGANIZATION'S INTERNAL WORKING GROUP AND OTHER INDIVIDUALS REVIEWED THE DRAFT FEDERAL FORM 990 AND DISCUSSED QUESTIONS AND COMMENTS WITH THE CPA FIRM. REVISIONS WERE MADE TO THE DRAFT FEDERAL FORM 990 WHERE NECESSARY AND A FINAL DRAFT WAS FURNISHED BY THE CPA FIRM TO THE ORGANIZATION'S INTERNAL WORKING GROUP AND VARIOUS OTHER INDIVIDUALS FOR FINAL REVIEW AND APPROVAL PRIOR TO PRESENTATION OF THE FEDERAL FORM 990 TO THE MEMBERS OF THE CARE NEW ENGLAND HEALTH SYSTEM FINANCE COMMITTEE. FOLLOWING THE FINANCE COMMITTEE'S REVIEW THE FINAL FEDERAL FORM 990 WAS PROVIDED TO EACH VOTING MEMBER OF THE ORGANIZATION'S GOVERNING BODY PRIOR TO THE FILING WITH THE IRS.
DISCLOSURE INFORMATION	CORE FORM, PART VI, SECTION B; QUESTION 12	IT HAS BEEN THE POLICY OF THE ORGANIZATION THAT EVERY BOARD OF DIRECTOR MEMBER, VOLUNTEER AND EMPLOYEE IS REQUIRED TO COMPLETE A CONFLICT OF INTEREST FORM ON AN ANNUAL BASIS. ANY CONFLICTS OF INTEREST MUST BE DISCLOSED AND SIGNATURES ARE REQUIRED ON ALL FORMS. PROSPECTIVELY, THE ORGANIZATION WILL ABIDE WITH THE CARE NEW ENGLAND HEALTH SYSTEM POLICY AND QUESTIONNAIRE EFFECTIVE FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2014.
DISCLOSURE INFORMATION	CORE FORM, PART VI, SECTION B; QUESTION 15	AS IT RELATES TO THE FORMER PRESIDENT, ARTHUR J. DEBLOIS, III, WHO TERMINATED HIS ASSOCIATION WITH THE ORGANIZATION SUBSEQUENT TO THE FISCAL YEAR ENDED SEPTEMBER 30, 2013, THE ORGANIZATION HAS AN EXECUTIVE COMMITTEE WHICH ALSO ACTS AS A COMPENSATION COMMITTEE FOR THE SALARY OF MR. DEBLOIS. IN ORDER TO DETERMINE COMPENSATION, SURVEYS ARE CONDUCTED FOR AREA CEO'S. THE COMMITTEE ALSO UTILIZES FORMS 990 FROM OTHER HOSPITALS IN THE STATE OF RHODE ISLAND. THE COMPENSATION IS THEN APPROVED BY THE BOARD OF DIRECTORS AND A WRITTEN EMPLOYMENT CONTRACT IS SIGNED. THE CEO'S SALARY IS REVIEWED EACH YEAR AND IS USUALLY INCREASED BY A PERCENTAGE NO HIGHER THAN THE EMPLOYEES RECEIVE FROM THE HOSPITAL. WITH RESPECT TO THE OTHER MEMORIAL HOSPITAL EMPLOYEES, THE SALARIES WERE REVIEWED AND ADJUSTED ACCORDINGLY BY HUMAN RESOURCES PERSONNEL IN CONJUNCTION WITH THE PRESIDENT/CHIEF EXECUTIVE OFFICER BASED UPON JOB PERFORMANCE AND FAIR MARKET VALUE COMPENSATION OF SIMILAR POSITIONS. WITH RESPECT TO THE CARE NEW ENGLAND HEALTH SYSTEM EMPLOYEES, THE BOARD OF DIRECTORS OF CARE NEW ENGLAND HEALTH SYSTEM ("CNE") HAS A COMMITTEE OF DIRECTORS KNOWN AS THE CNE COMPENSATION COMMITTEE ("THE COMMITTEE"). THE COMMITTEE IS RESPONSIBLE FOR DISCHARGING THE BOARD'S RESPONSIBILITIES REGARDING THE TOTAL COMPENSATION PROGRAM FOR EXECUTIVES AND KEY PHYSICIANS IN CONJUNCTION WITH THE WIH PRESIDENT AND CHIEF EXECUTIVE OFFICER. THE COMMITTEE AT ALL TIMES CONDUCTS ITSELF FREE FROM EXECUTIVE MANAGEMENT IN ITS DECISION MAKING PROCESS EXCEPT WITH RESPECT TO DECISIONS RELATING TO THE PRESIDENT/CHIEF EXECUTIVE OFFICER WHICH ARE MADE IN CONJUNCTION WITH THE CARE NEW ENGLAND HEALTH SYSTEM CHIEF EXECUTIVE OFFICER. THE ACTIONS TAKEN BY THE COMMITTEE ENABLE THE ORGANIZATION TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS FOR PURPOSES OF INTERNAL REVENUE CODE SECTION 4958 WITH RESPECT TO THE TOTAL COMPENSATION OF CERTAIN MEMBERS OF THE SENIOR MANAGEMENT TEAM, INCLUDING THE PRESIDENT/CHIEF EXECUTIVE OFFICER. THE THREE FACTORS WHICH MUST BE SATISFIED IN ORDER TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS ARE THE FOLLOWING: 1. THE COMPENSATION ARRANGEMENT IS APPROVED IN ADVANCE BY AN "AUTHORIZED BODY" OF THE APPLICABLE TAX-EXEMPT ORGANIZATION WHICH IS COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A "CONFLICT OF INTEREST" WITH RESPECT TO THE COMPENSATION ARRANGEMENT; 2. THE AUTHORIZED BODY OBTAINED AND RELIED UPON "APPROPRIATE DATA AS TO COMPARABILITY" PRIOR TO MAKING ITS DETERMINATION; AND 3. THE AUTHORIZED BODY "ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETERMINATION" CONCURRENTLY WITH MAKING THAT DETERMINATION. THE COMMITTEE IS COMPRISED OF MEMBERS OF THE BOARD OF DIRECTORS; EACH OF WHOM ARE INDEPENDENT AND ARE FREE FROM ANY CONFLICTS OF INTEREST. THE COMMITTEE RELIED UPON APPROPRIATE COMPARABLE DATA; SPECIFICALLY THE COMMITTEE OBTAINED A WRITTEN COMPENSATION STUDY FROM AN INDEPENDENT FIRM WHICH SPECIALIZES IN THE REVIEWING OF HOSPITAL AND HEALTHCARE SYSTEM EXECUTIVE COMPENSATION AND BENEFITS THROUGHOUT THE UNITED STATES. THIS STUDY USED COMPARABLE GEOGRAPHIC AND DEMOGRAPHIC MARKET DATA INCLUDING BUT NOT LIMITED TO SIMILARLY SIZED HEALTHCARE SYSTEMS AND HOSPITALS, # OF LICENSED BEDS AND NET PATIENT SERVICE REVENUE. THE COMMITTEE ADEQUATELY DOCUMENTED ITS BASIS FOR ITS DETERMINATION THROUGH THE TIMELY PREPARATION OF WRITTEN MINUTES OF THE COMPENSATION COMMITTEE MEETINGS DURING WHICH THE EXECUTIVE COMPENSATION AND BENEFITS WAS REVIEWED AND SUBSEQUENTLY APPROVED. THE ACTIONS OUTLINED ABOVE WITH RESPECT TO THE COMMITTEE AND THE ESTABLISHMENT OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS APPLIES TO CERTAIN SENIOR MANAGEMENT PERSONNEL, INCLUDING, BUT NOT LIMITED TO, THE PRESIDENT/CHIEF EXECUTIVE OFFICER. THE COMPENSATION AND BENEFITS OF CERTAIN OTHER INDIVIDUALS CONTAINED IN THIS FORM 990 ARE ALSO REVIEWED BY THE CARE NEW ENGLAND HEALTH SYSTEM COMPENSATION COMMITTEE. IN ADDITION, THE COMPENSATION AND BENEFITS OF CERTAIN OTHER INDIVIDUALS CONTAINED IN THIS FORM 990 ARE REVIEWED ANNUALLY BY THE CHIEF EXECUTIVE OFFICER WITH ASSISTANCE FROM THE ORGANIZATION'S HUMAN RESOURCES DEPARTMENT IN CONJUNCTION WITH THE INDIVIDUAL'S JOB PERFORMANCE DURING THE YEAR AND IS BASED UPON OTHER OBJECTIVE FACTORS DESIGNED TO ENSURE THAT REASONABLE AND FAIR MARKET VALUE COMPENSATION IS PAID BY THE ORGANIZATION. OTHER OBJECTIVE FACTORS INCLUDE MARKET SURVEY DATA FOR COMPARABLE POSITIONS, INDIVIDUAL GOALS AND OBJECTIVES, PERSONNEL REVIEWS, EVALUATIONS, SELF-EVALUATIONS AND PERFORMANCE FEEDBACK MEETINGS. PERFORMANCE FEEDBACK MEETINGS. BUTLER HOSPITAL'S PRESIDENT/CHIEF EXECUTIVE OFFICER WITH ASSISTANCE FROM THE ORGANIZATION'S HUMAN RESOURCES DEPARTMENT IN CONJUNCTION WITH THE INDIVIDUAL'S JOB PERFORMANCE DURING THE YEAR AND IS BASED UPON OTHER OBJECTIVE FACTORS DESIGNED TO ENSURE THAT REASONABLE AND FAIR MARKET VALUE COMPENSATION IS PAID BY THE ORGANIZATION. OTHER OBJECTIVE FACTORS INCLUDE MARKET SURVEY DATA FOR COMPARABLE POSITIONS, INDIVIDUAL GOALS AND OBJECTIVES, PERSONNEL REVIEWS, EVALUATIONS, SELF-EVALUATIONS AND PERFORMANCE FEEDBACK MEETINGS.
DISCLOSURE INFORMATION	CORE FORM, PART VI, SECTION C; QUESTION 19	THE ORGANIZATION HAS HAS ISSUED TAX-EXEMPT BONDS TO FINANCE VARIOUS CAPITAL IMPROVEMENT PROJECTS, RENOVATIONS AND EQUIPMENT. IN CONJUNCTION WITH THE ISSUANCE OF THESE TAX-EXEMPT BONDS, THE ORGANIZATION'S FINANCIAL STATEMENTS WERE INCLUDED WITH THE TAX-EXEMPT BOND PROSPECTUS WHICH WAS MADE AVAILABLE TO THE GENERAL PUBLIC FOR REVIEW. IN ADDITION, THE ORGANIZATION'S FILED CERTIFICATE OF INCORPORATION AND ANY AMENDMENTS CAN BE OBTAINED AND REVIEWED THROUGH THE STATE OF RHODE ISLAND SECRETARY OF STATE.
COMPENSATION INFORMATION DISCLOSURE	CORE FORM, PART VII AND SCHEDULE J	PART VII AND SCHEDULE J REFLECT CERTAIN BOARD MEMBERS AND OFFICERS RECEIVING COMPENSATION AND BENEFITS FROM THIS ORGANIZATION OR A RELATED ORGANIZATION. PLEASE NOTE THIS REMUNERATION WAS FOR SERVICES RENDERED AS FULL-TIME OR PART-TIME EMPLOYEES OR INDEPENDENT CONTRACTORS OF THE ORGANIZATION OR A RELATED ORGANIZATION AND NOT FOR SERVICES RENDERED AS A VOTING MEMBER OR OFFICER OF THIS ORGANIZATION'S BOARD OF DIRECTORS.
RELATED HOURS DISCLOSURE	CORE FORM, PART VII, SECTION A, COLUMN B	THE ORGANIZATION IS AN AFFILIATE IN THE CARE NEW ENGLAND HEALTH SYSTEM AND AFFILIATES ("SYSTEM"); A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM. THE SYSTEM INCLUDES BOTH FOR-PROFIT AND NOT FOR-PROFIT ORGANIZATIONS. CERTAIN BOARD OF DIRECTOR MEMBERS, OFFICERS AND/OR DIRECTORS LISTED ON CORE FORM, PART VII AND SCHEDULE J OF THIS FORM 990 MAY HOLD SIMILAR POSITIONS WITH BOTH THIS ORGANIZATION AND OTHER AFFILIATES WITHIN THE SYSTEM. THE HOURS SHOWN ON THIS FORM 990 FOR BOARD MEMBERS WHO RECEIVE NO COMPENSATION FOR SERVICES RENDERED IN A NON-BOARD CAPACITY, REPRESENTS THE ESTIMATED HOURS DEVOTED PER WEEK FOR THIS ORGANIZATION. TO THE EXTENT THESE INDIVIDUALS SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OF OTHER RELATED ORGANIZATIONS IN THE SYSTEM, THEIR RESPECTIVE HOURS PER WEEK PER ORGANIZATION ARE APPROXIMATELY ONE HOUR. THE HOURS REFLECTED ON PART VII OF THIS FORM 990, FOR BOARD MEMBERS WHO RECEIVE COMPENSATION FOR SERVICES RENDERED IN A NON-BOARD CAPACITY, PAID OFFICERS AND KEY EMPLOYEES, REFLECT TOTAL HOURS WORKED PER WEEK ON BEHALF OF THE SYSTEM; NOT SOLELY THIS ORGANIZATION.
BALANCE SHEET RESTATEMENT	CORE FORM, PART X	CERTAIN ITEMS IN THE 2012 FINANCIAL STATEMENTS HAVE BEEN RECLASSED TO CONFORM TO THE CURRENT YEAR PRESENTATION. THE ORGANIZATION RESTATED THE SEPTEMBER 30, 2012 BALANCES ON CORE FORM, PART X TO REFLECT THESE RECLASSIFICATIONS. THIS RESTATEMENT DID NOT REQUIRE A CHANGE TO THE ORGANIZATION'S NET ASSETS OR FUND BALANCES AND, THEREFORE, THE ORGANIZATION REASONABLY DECIDED NOT TO AMEND ITS PRIOR YEAR FORM 990.
OTHER CHANGES IN FUND BALANCE	CORE FORM, PART XI; LINE 9	OTHER CHANGES IN FUND BALANCE INCLUDE: - CHANGE IN APPRECIATION OF INVESTMENTS - ($1,610,367) - ADDITIONAL MINIMUM PENSION LIABILITY - $27,102,778 - ASSETS RELEASED FROM RESTRICTIONS FOR PURCHASES OF PROPERTY, PLANT & EQUIPMENT - $44,014 - NET ASSETS RELEASED FROM RESTRICTIONS - ($60,000) - INTERCOMPANY TRANSFER - $3,206,114 - TEMPORARILY RESTRICTED CONTRIBUTIONS - $45,910 - TEMPORARILY RESTRICTED NET APPRECIATION - $306,062 - TEMPORARILY RESTRICTED INVESTMENT INCOME -($2,670) - TEMPORARILY RESTRICTED NET ASSETS RELEASED FROM RESTRICTION - ($5,175) - PERMANENTLY RESTRICTED NET APPRECIATION OF ASSETS HELD IN EXTERNALLY ADMINISTERED TRUSTS - $165,063 - PERMANENTLY RESTRICTED RESTRICTED DONATIONS - ($19,991)
AUDITED FINANCIAL STATEMENTS	CORE FORM, PART XII; QUESTION 2	THIS ORGANIZATION IS AN AFFILIATE OF CARE NEW ENGLAND HEALTH SYSTEM AND AFFILIATES; A TAX-EXEMPT, INTEGRATED HEALTHCARE DELIVERY SYSTEM ("SYSTEM"). THE SYSTEM'S PARENT ENTITY IS CARE NEW ENGLAND HEALTH SYSTEM. AN INDEPENDENT BIG FOUR CPA FIRM AUDITED THE CONSOLIDATED FINANCIAL STATEMENTS OF CARE NEW ENGLAND HEALTH SYSTEM AND ALL ENTITIES WITHIN THE SYSTEM FOR THE YEAR ENDED SEPTEMBER 30, 2013 AND ISSUED A CONSOLIDATED FINANCIAL STATEMENT WITH CONSOLIDATING SCHEDULES BY ENTITY. AN UNQUALIFIED OPINION WAS ISSUED EACH YEAR BY THE INDEPENDENT CPA FIRM. CARE NEW ENGLAND HEALTH SYSTEM'S AUDIT COMMITTEE ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF THE SYSTEM'S CONSOLIDATED FINANCIAL STATEMENTS AND THE SELECTION OF AN INDEPENDENT AUDITOR. IN ADDITION, AN INDEPENDENT BIG FOUR CPA FIRM AUDITED THE CONSOLIDATED FINANCIAL STATEMENTS OF SOUTHEASTERN HEALTHCARE SYSTEM, INC. AND AFFILIATES FOR THE YEARS ENDED SEPTEMBER 30, 2013 AND 2012; RESPECTIVELY, AND ISSUED A CONSOLIDATED FINANCIAL STATEMENT WITH CONSOLIDATING SCHEDULES BY ENTITY, INCLUDING THIS ORGANIZATION. AN UNQUALIFIED OPINION WAS ISSUED BY THE INDEPENDENT CPA FIRM.
FINANCIAL STATEMENTS AND REPORTING	CORE FORM, PART XII; QUESTION 3	THE ORGANIZATION IS AN AFFILIATE IN THE CARE NEW ENGLAND HEALTH SYSTEM AND AFFILIATES ("SYSTEM"). THE SYSTEM ENGAGES AN INDEPENDENT ACCOUNTING FIRM TO PREPARE AND ISSUE A SYSTEM WIDE CONSOLIDATED A-133 AUDIT. THIS ORGANIZATION WAS INCLUDED IN THE SYSTEM WIDE A-133 AUDIT.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

THE MEMORIAL HOSPITAL

Employer identification number

05-0259004

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) MHRI ANCILLARY SERVICES LLC 111 BREWSTER STREET PAWTUCKET,RI02860 27-4415914	HEALTHCARE	RI	0	0	TMH

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) BUTLER HOSPITAL 345 BLACKSTONE BLVD PROVIDENCE,RI02906 05-0258812	HEALTHCARE	RI	501(C)(3)	HOSPITAL	CNE		No
(2) CARE NEW ENGLAND HEALTH SYSTEM 45 WILLARD AVENUE PROVIDENCE,RI02905 05-0490997	HEALTHCARE	RI	501(C)(3)	509(A)(3)	NA		No
(3) WOMEN AND INFANTS CORPORATION 300 RICHMOND STREET PROVIDENCE,RI02903 02-2885807	HEALTHCARE	RI	501(C)(3)	509(A)(3)	CNE		No
(4) WOMEN & INFANTS HOSPITAL OF RHODE ISLAND 300 RICHMOND STREET PROVIDENCE,RI02903 05-0258937	HEALTHCARE	RI	501(C)(3)	HOSPITAL	WIC		No
(5) WOMEN AND INFANTS DEVELOPMENT FOUNDATION 300 RICHMOND STREET PROVIDENCE,RI02903 22-2885815	HEALTHCARE	RI	501(C)(3)	509(A)(3)	WIC		No
(6) WIH FACULTY PHYSICIANS INC 67 BRIGHAM STREET NEW BEDFORD,MA02740 04-3579432	HEALTHCARE	MA	501(C)(3)	509(A)(2)	WIH		No
(7) KENT COUNTY MEMORIAL HOSPITAL 455 TOLL GATE ROAD WARWICK,RI02886 05-0258896	HEALTHCARE	RI	501(C)(3)	HOSPITAL	CNE		No
(8) KENT HOSPITAL FOUNDATION 455 TOLL GATE ROAD WARWICK,RI02886 05-0514640	SUPPORT ORG	RI	501(C)(3)	509(A)(3)	KCMH		No
(9) KENT COUNTY VNA DBA VNA OF CNE 51 HEALTH LANE WARWICK,RI02886 05-0242659	HEALTHCARE	RI	501(C)(3)	170B1AVI	CNE		No
(10) HEALTHTOUCH INC 51 HEALTH LANE WARWICK,RI02886 05-0514949	HEALTHCARE	RI	501(C)(3)	509(A)(2)	KCVNA		No
(11) BUTLER HOSPITAL FOUNDATION 345 BLACKSTONE BOULEVARD PROVIDENCE,RI02906 45-4530540	SUPPORT ORG	RI	501(C)(3)	509(A)(3)	BH		No
(12) SOUTHEASTERN HEALTHCARE SYSTEM INC 111 BREWSTER STREET PAWTUCKET,RI02860 06-1476858	HEALTHCARE	RI	501(C)(3)	509(A)(3)	CNE		No
(13) BLACKSTONE HEALTH INC 420 MAIN STREET PAWTUCKET,RI02860 05-0457007	HEALTHCARE	RI	501(C)(3)	509(A)(1)	SEHCS		No
(14) SHS VENTURES INC 111 BREWSTER STREET PAWTUCKET,RI02860 05-0510341	HEALTHCARE	RI	501(C)(3)	509(A)(2)	TMH	Yes
(15) VNA OF CARE NEW ENGLAND FOUNDATION 51 HEALTH LANE WARWICK,RI02886 46-2293974	SUPPORT ORG	RI	501(C)(3)	509(A)(3)	KCVNA		No
(16) THE MEMORIAL HOSPITAL FOUNDATION 111 BREWSTER STREET PAWTUCKET,RI02860 46-3246618	HEALTHCARE	RI	501(C)(3)	509(A)(3)	TMH	Yes

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) TOLL GATE INDEMNITY LTD 23 LIME TREE BAY AVE PO BOX 1051 GRAND CAYMAN KY1-11 CJ 34-2028514	FINANCIAL VEHICLE	CJ	N/A	C CORP.					No
(2) W & I INDEMNITY LTD 23 LIME TREE BAY AVE PO BOX 1051 GRAND CAYMAN KY1-11 CJ 98-0159342	FINANCIAL VEHICLE	CJ	N/A	C CORP.					No
(3) BOULEVARD MEDICAL CONDO ASSOCIATION 111 BREWSTER STREET PAWTUCKET,RI02860 05-0497862	REAL ESTATE	RI	TMH	C CORP.	49,133	52,199	100.000 %	Yes
(4) PRIMARY CARE CENTER OF NEW ENGLAND INC 111 BREWSTER STREET PAWTUCKET,RI02860 05-0423957	HEALTHCARE SVCS.	RI	N/A	C CORP.					No

Schedule R (Form 990) 2012

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2012

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation
TRANSACTIONS WITH RELATED ORGANIZATIONS	SCHEDULE R, PART V	AS OUTLINED IN SCHEDULE O, THIS ORGANIZATION WAS PART OF THE SOUTHEASTERN HEALTHCARE SYSTEM, A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM. ON SEPTEMBER 3, 2013 CARE NEW ENGLAND HEALTH SYSTEM BECAME THE SOLE MEMBER OF SOUTHEASTERN HEALTHCARE SYSTEM, INC.; ACCORDINGLY, ALL SOUTHEASTERN HEALTHCARE SYSTEM AFFILIATES BECAME PART OF CARE NEW ENGLAND HEALTH SYSTEM, INCLUDING THIS ORGANIZATION. CARE NEW ENGLAND HEALTH SYSTEM IS THE TAX-EXEMPT PARENT OF AN INTEGRATED HEALTHCARE DELIVERY SYSTEM. THIS ORGANIZATION IS RECOGNIZED BY THE INTERNAL REVENUE SERVICE AS AN INTERNAL REVENUE CODE SECTION 501(C)(3) ORGANIZATION. THE SYSTEM ALSO INCLUDES BUTLER HOSPITAL, KENT COUNTY MEMORIAL HOSPITAL AND WOMEN & INFANTS HOSPITAL OF RHODE ISLAND; EACH IS ALSO RECOGNIZED BY THE INTERNAL REVENUE SERVICE AS AN INTERNAL REVENUE CODE SECTION 501(C)(3) TAX-EXEMPT HOSPITAL. PROSPECTIVELY, THIS ORGANIZATION WILL ROUTINELY PAY EXPENSES FOR ALL AFFILIATES WITHIN THE CARE NEW ENGLAND HEALTH SYSTEM IN THE ORDINARY COURSE OF BUSINESS. THESE RELATED PARTY TRANSACTIONS ARE RECORDED ON THE REVENUE/EXPENSE AND BALANCE SHEET STATEMENTS OF THIS ORGANIZATION AND ITS AFFILIATES. THESE ENTITIES WORK TOGETHER TO DELIVER HIGH QUALITY HEALTHCARE AND WELLNESS SERVICES TO THE COMMUNITIES IN WHICH THEY ARE SITUATED.

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: OUR MISSION IS PRIMARY CARE AND PREVENTATIVE MEDICINE, PROVIDING ADVANCED DIAGNOSIS AND TREATMENT WITH A FOCUS ON TEACHING AND RESEARCH.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	20
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	15
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	1,807
6	Total number of volunteers (estimate if necessary) .............	6	197
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	6,741,668	4,618,862
9	Program service revenue (Part VIII, line 2g) .........	164,562,569	151,165,172
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	1,695,187	1,939,662
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	934,931	941,334
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	173,934,355	158,665,030
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	116,518,297	114,148,270
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	70,566,696	78,097,916
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	187,084,993	192,246,186
19	Revenue less expenses. Subtract line 18 from line 12.......	-13,150,638	-33,581,156
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	84,887,240	55,728,659
21	Total liabilities (Part X, line 26).............	100,373,742	75,624,579
22	Net assets or fund balances. Subtract line 21 from line 20.....	-15,486,502	-19,895,920

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 172,708,087 including grants of $ 0 ) (Revenue $ 150,816,856 )
	EXPENSES INCURRED IN PROVIDING VARIOUS MEDICALLY NECESSARY HEALTHCARE SERVICES TO ALL INDIVIDUALS IN A NON-DISCRIMINATORY MANNER REGARDLESS OF RACE, COLOR, CREED, SEX, NATIONAL ORIGIN, RELIGION OR ABILITY TO PAY. PLEASE REFER TO SCHEDULE O FOR THE ORGANIZATION'S COMMUNITY BENEFIT STATEMENT.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses172,708,087

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	2,922,508	1,835,500	450,314

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		84,721
e	Government grants (contributions)1e		3,349,467

f	All other contributions, gifts, grants, and similar amounts not included above1f		1,184,674

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			4,618,862
			Business Code
2a	NET PATIENT SERVICE REVENUE		541900	146,328,777	146,328,777
b	OTHER HEALTHCARE RELATED REVENUE		541900	4,836,395	4,836,395
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			151,165,172
3	Investment income (including dividends, interest, and other similar amounts).......			65,726			65,726
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	4,271,712	4,480,071
b	Less: cost or other basis and sales expenses	3,961,917	2,915,930
c	Gain or (loss)	309,795	1,564,141
d	Net gain or (loss)..........			1,873,936			1,873,936
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a	CAFETERIA		900099	903,846			903,846
b	PHARMACY		446110	30,202			30,202
c	TELEPHONE		517000	7,286			7,286
d	All other revenue ....
e	Total. Add lines 11a–11d ......			941,334
12	Total revenue. See Instructions......			158,665,030	151,165,172		2,880,996


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			5,537	1	5,537
2	Savings and temporary cash investments .........			306,303	2	381,230
3	Pledges and grants receivable, net ...........			7,180	3	0
4	Accounts receivable, net .............			31,162,448	4	22,642,089
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			688,676	8	927,635
9	Prepaid expenses and deferred charges ..........			932,265	9	855,673
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	112,106,996
b	Less: accumulated depreciation .....	10b	86,686,022	30,584,725	10c	25,420,974
11	Investments—publicly traded securities ..........			0	11	0
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 .....			19,268,109	13	15,723,462
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			1,931,997	15	-10,227,941
16	Total assets. Add lines 1 through 15 (must equal line 34)......			84,887,240	16	55,728,659
17	Accounts payable and accrued expenses .........			21,479,468	17	23,942,023
18	Grants payable .................			0	18	0
19	Deferred revenue ................			0	19	-2,350,341
20	Tax-exempt bond liabilities .............			9,518,714	20	7,931,329
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			69,375,560	25	46,101,568
26	Total liabilities. Add lines 17 through 25.........			100,373,742	26	75,624,579
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			-27,288,950	27	-32,187,567
28	Temporarily restricted net assets ...........			1,562,926	28	1,907,053
29	Permanently restricted net assets ...........			10,239,522	29	10,384,594
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			-15,486,502	33	-19,895,920
34	Total liabilities and net assets/fund balances ........			84,887,240	34	55,728,659