Attach to Form 990 or Form 990-EZ.
See separate instructions.| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) | (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 | |||
|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Yes | No | Yes | No | ||||
| (A)
Gateway Healthcare Inc |
050309043 | 9 | Yes | No | No | 0 | |||
| (B)
Newport Hospital |
050258914 | 3 | Yes | No | No | 0 | |||
| (C)
Emma Pendleton Bradley Hospital |
050258806 | 3 | Yes | No | No | 0 | |||
| (D)
The Miriam Hospital |
050258905 | 3 | Yes | No | No | 0 | |||
| (E)
Rhode Island Hospital |
050258954 | 3 | Yes | No | No | 0 | |||
| Total | |||||||||
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. | ||||||
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). | ||||||






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.) | ||||||
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.).. | ||||||




| Facts And Circumstances Test |
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| Explanation |
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| Software ID: | 12000229 |
| Software Version: | 2012v2.0 |
Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| Schedule A, Part I, Line 11h | Lifespan Corporation, in fulfillment of its exempt function as the parent organization of the Lifespan health system, provides support services to its affiliates for which each affiliate is charged a fee equivalent to the costs incurred by Lifespan Corporation in providing these services. Support services include the following: information services, telecommunications, risk management, legal, communications and public affairs, fundraising, facility development, strategic planning, internal audit/compliance, human resources, finance, contracting, and investment management. | |
| Form 990, Part XII, Line 2 | While Lifespan Corporation did not produce an audited financial statement as of and for the year ended September 30, 2013, it was included in Lifespan Corporation's audited consolidated financial statements, in which one column is used for Lifespan Corporation combined with certain related organizations. There are no regulatory or creditor stipulations which require the preparation of a separate audited financial statement for Lifespan Corporation.The Lifespan Audit and Compliance Committee assumes responsibility for oversight of the audit of Lifespan Corporation's consolidated financial statements and the selection of Lifespan Corporation's independent accountant. | |
| Form 990, Part VII, Section A, Line 1a | * George Caruolo, Esq., Director of Lifespan Corporation until October 23, 2012, provides independent consulting services to Lifespan. Lifespan's consulting relationship with Mr. Caruolo is based on his technical expertise and predates his Board appointment. He is compensated at a rate consistent with industry standards, which in calendar year 2012 totaled $67,500. * Michael Ehrlich, MD, a Director of Lifespan Corporation, provides consulting services to Lifespan relating to various physician arrangements. He is compensated at a rate consistent with industry standards, which in calendar year 2012 totaled $91,667. Additionally in 2012, Dr. Ehrlich earned $5,059 of imputed interest income on the life insurance policies disclosed on Schedule L, Part II. | |
| Form 990, Part VI, Line 1b: | Lawrence Aubin, Vice Chair, is the owner of Lawrence Investments, LLC, which owns West Bay Medical Center Building and leases a portion of its space to The Miriam Hospital.Edward Feldstein, Director, is a partner in Roberts, Carroll, Feldstein, and Peirce, a law firm that provides legal services to Lifespan Risk Services, Inc.David Gorelick, Director, is an officer of Aquidneck Medical Associates, a physician practice which has a professional service contract with Newport Hospital.During calendar year 2012, Brian Zink, Director, received taxable tuition reimbursement paid for by Rhode Island Hospital. | |
| Form 990, Part VI Section B, Line15 cont | Base Salary Actions: The CEO recommends any salary adjustments for participants in the executive compensation program, using the results of the valuation study and his/her assessment of individual performance or other pertinent information, for the Committee's consideration.New Participants in Executive Compensation Program: With respect to compensation offers for individuals expected to participate in the executive compensation program, the Office of the President works with the Committee's independent compensation consultant or relies on information previously provided by the consultant to establish a range of reasonable cash compensation within which recruitment is expected to conclude through acceptance of a reasonable compensation offer. | |
| Form 990, Part VI Section B, Line 15 a&b | EXECUTIVE COMPENSATIONLifespan's executive compensation philosophy balances appropriate stewardship of resources and the need to be competitive in recruiting and retaining talented individuals. It incorporates market-competitive and performance-related principles, and covers the President and CEO of Lifespan as well as other officers, senior management, and key employees. Lifespan's executive compensation program complies with both law and contemporary ethical norms, and is administered consistent with the organization's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (IRC) and the avoidance of transactions subject to intermediate sanctions under Section 4958 of the IRC. Executive compensation is also administered consistent with Lifespan's Corporate Compliance Policy on Excess Benefit Transactions.The Compensation Committee of the Lifespan Corporation Board of Directors (the Committee), comprised of disinterested Lifespan and affiliate Board members, is responsible for diligent oversight of executive compensation to ensure compliance with IRC requirements. Its duties include:* Approving eligibility for participation in the executive compensation program * Approving changes in compensation for existing executive participants * Approving guidelines, such as salary ranges and contract terms, on appropriate levels of compensation for other key employees* Approving new, and modifying or terminating existing, executive compensation plans including, but not limited to, annual incentive and executive benefit plans* Approving performance objectives associated with Lifespan's annual incentive plan, including measuring points, and using audited actual performance relative to these objectives as a precondition to approving the payment of any awards under the plan* Authorizing periodic performance benchmark studies to be conducted for purposes of assessing Lifespan's performance within the healthcare industry and the degree to which total remuneration levels at Lifespan are generally commensurate with Lifespan performance relative to healthcare industry performance* Conducting an annual performance review of Lifespan's Chief Executive Officer. The Chair of the Committee conducts and documents this review, based on his/her observations and interpretation of feedback from members of the Board of Directors* Selecting and engaging qualified, independent, third party compensation valuation consultants that the Committee charges with rendering opinions with respect to the reasonableness and comparability of compensation as well as the comparative organizations against which compensation is assessed, in accordance with relevant sections of the IRC and Lifespan's executive compensation philosophy. The independent consultants are not engaged by management to perform any services for Lifespan without prior approval by the Committee.Lifespan's Chief Executive Officer works closely with the Committee to make recommendations on the above topics and keep the Committee informed about contemplated compensation changes for executives and other key employees, as well as candidates for these roles. The CEO also provides periodic updates to the Committee regarding Lifespan's performance relative to compensation-related performance objectives. The Committee's deliberations and actions are documented in minutes prepared for each meeting.PROCESS FOR DETERMINING COMPENSATION Valuation of Total Cash and Total Remuneration: No less frequently than annually, the Committee receives and reviews a total cash compensation valuation of all existing executive compensation program participants prepared by its independent compensation consultant. Annually, the Committee also receives and reviews a total remuneration valuation of all existing executive compensation participants. | |
| Form 990, Part VI Section B, Line 12c | Lifespan Corporation has a Conflict of Interest Policy that is administered by the Corporate Compliance Department as follows: Each designated person subject to Lifespan's conflict of interest policy is required to provide Lifespan with an initial disclosure statement and thereafter an annual statement attesting that: (i) the designated person has read and is familiar with this policy, and (ii) the designated person and, to the best of his/her knowledge, family members, have not in the past engaged in, are not presently engaging in, or plan to engage in, any activity which contravenes this policy.If, at any time during the course of employment or association, a designated person has reason to believe that an existing or contemplated activity may contravene this policy, the person shall submit a full written description of the activity to the Lifespan Compliance Officer or the Office of the General Counsel to seek a determination as to whether the contemplated activity does or does not contravene this policy. This requirement shall be acknowledged as part of the annual performance evaluation process. If the activity in question involves either the Chief Executive Officer, the Senior Vice President and General Counsel, or a Director, a full written disclosure must be made to, and a determination sought from, the Chairman of the Board of Directors of Lifespan Corporation.Annually, the Lifespan Compliance Officer shall review and report to the Lifespan Executive Corporate Compliance Committee and to the Lifespan Audit and Compliance Committee on the administration of this policy.Failure on the part of any designated person to comply with this policy, including failure to submit in a timely fashion the conflict of interest disclosure statement, will be grounds for removal from his/her position and/or termination of his/her employment with Lifespan. | |
| Form 990, Part V, Line 4b | The foreign countries listed on Lifespan Corporation's 2012 FINCEN114 include the following: Bermuda, British Virgin Islands, Canada, Cayman Islands, England, and Ireland. | |
| Form 990, Part XI, Line 9 | Other Changes In Net Assets Or Fund Balances - Other Increases | Dividend from R. I. Sound Enterprises Insurance Co. Ltd. = $4000000 |
| Form 990, Part XI, Line 9 | Other Changes In Net Assets Or Fund Balances - Other Increases | Change in Funded Status of Pension & Other Postretirement = $6063900 |
| Form 990, Part VI, Line 19 | Form 990, Part VI, Line 19: Other Organization Documents Publicly Available | Lifespan currently makes its annual and quarterly consolidated financial statements available to the public via DAC (Digital Assurance Certification LLC), a disclosure dissemination agent for issuers of tax-exempt bonds which electronically posts and transmits Lifespan's financial information to repositories and investors alike. In addition, copies of Lifespan's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of Lifespan's Chief Financial Officer, either in person or by mail. |
| Form 990, Part VI, Line 11b | Form 990, Part VI, Line 11b: Form 990 Review Process | The preparation and filing of the Form 990 and supporting schedules is the responsibility of the Chief Financial Officer and Lifespan's Finance Department, with review by Lifespan's tax advisors, KPMG LLP. The Form 990 is prepared by the accounting staff upon completion of Lifespan's annual independent audit and reviewed by the Corporate Services Tax Compliance Manager. Further review is performed by the Director of Finance and the Vice President of Finance - Corporate Services. Once the draft Form 990 is complete, the Director of Finance forwards it with all supporting worksheets to KPMG, which then reviews the completed form in detail. The Director of Finance answers questions as they arise and provides additional information as needed. KPMG provides the Director of Finance with any recommended changes which are reviewed, and if agreed upon, are incorporated into the return. The draft Form 990 is then provided to the Chief Financial Officer for final management review. Prior to filing the return with the Internal Revenue Service, a copy of the entire form, along with a video presentation detailing form highlights, are posted to Lifespan's Board of Directors website portal in advance of its next Board meeting, at which all questions and concerns of the members of the Board are addressed by the Chief Financial Officer and incorporated into the Form 990 when appropriate. Once the Form 990 is complete and ready to be filed, the members of the Board are notified via email that a copy of the final version of the Form 990 is accessible through the same password protected website portal. The Chief Financial Officer is authorized to file the Form 990. |
| Form 990, Part VI, Line 4 | Form 990, Part VI, Line 4: Description of Significant Changes to Organizational Documents | Effective October 23, 2012, the Board of Directors of Lifespan and the Boards of Trustees of Rhode Island Hospital, The Miriam Hospital, Newport Health Care Corporation, Newport Hospital, and Emma Pendleton Bradley Hospital approved a restructuring of their governance. The restructuring has increased governance effectiveness and has streamlined governance operation, as well as provided a single strategic perspective for the Lifespan system hospitals. Pursuant to the restructuring, the Bylaws of Lifespan were amended such that the composition of the Boards of Trustees of each of the hospitals and of Newport Health Care Corporation is defined as those persons serving from time to time as the directors of Lifespan. As a result, the Boards of each entity are comprised of the same individuals. The Board of each entity retains its responsibilities and authorities notwithstanding the revision in its composition. The Board of Directors of Lifespan consists of not less than fourteen nor more than thirty-one directors, including the President and CEO of Lifespan, who serves ex-officio with vote, and the following ex-officio voting directors: the chair of each of Rhode Island Hospital Foundation, The Miriam Hospital Foundation, Newport Hospital Foundation, Bradley Hospital Foundation, and Gateway Foundation.Effective July 1, 2013, the Lifespan Bylaws were amended further to include Gateway Healthcare, Inc., the Board of which is comprised of those persons serving as the directors of Lifespan. |
| Form 990, Part VI, Line 2 | Form 990, Part VI, Line 2: Description of Business or Family Relationship of Officers, Directors, Et | Kenneth E. Arnold, Secretary, Timothy J. Babineau, MD, President, and Mary A. Wakefield, Treasurer, are officers of Lifespan Corporation. Mr. Arnold and Ms. Wakefield are officers of the same related for-profit organizations, Lifespan Management Services Organization, Inc (MSO) and Lifespan Risk Services, Inc. (LRS). Dr. Babineau and Ms. Wakefield are officers of the same related for-profit organization, VNA Technicare, Inc. (VNA). Scott B. Laurans, Chair, is an officer of VNA. Jonathan Fain, Director, is the CEO of Teknor Apex Co. Bertram Lederer, Director, is also a Director of Teknor Apex Co. |
| Software ID: | 12000229 |
| Software Version: | 2012v2.0 |