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 | ||||
| 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 |
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| Form 990, Part VI, Section B, Lines 15a and b, cont. | * 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. 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, Lines 15a and b | The following applies to Lifespan and all of its affiliates, including Newport Hospital: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 both with 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. | |
| Form 990, Part VI, Section B, Line 12c | Lifespan Corporation has a Conflict of Interest Policy that is applicable to all affiliates, including Newport Hospital, and administered by Lifespan's 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 Trustee, 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 VI, Section A, Line 1b: | Lawrence Aubin, Vice Chair, is the owner of Lawrence Investments, LLC, which owns West Bay Medical Center Building and leases space to The Miriam Hospital. Edward Feldstein, Trustee, is a partner in Roberts, Carroll, Feldstein, and Peirce, a law firm that provides legal services to Lifespan Risk Services, Inc.Shivan Subramaniam, Trustee, is the Chairman and CEO of FM Global. Lifespan purchases property insurance coverage from Factory Mutual Insurance Company, a member of FM Global. During calendar year 2012, Brian Zink, Trustee, received taxable tuition reimbursement paid for by Rhode Island Hospital. | |
| Form 990, Part III, Line 4b | Outpatient services include an emergency department, diagnostic medical imaging, laboratory, Vanderbilt Rehabilitation, and wound care, among others. The emergecy department is open and staffed 24 hours a day, 365 days a year, with emergency medicine physicians and specially trained physician assistants and nurses. The emergency department in accordance with the hospital's mission and civic obligations, treats every person who seeks care, regardless of their ability to pay. The Hospital substantially subsidizes various health services including adult psychiatry, Vanderbilt Rehabilitation, occupational health, and certain other specialty services. | |
| Form 990, Part III, Line 4a | Newport Hospital received Magnet designation from the American Nurses Credentialing Center (ANCC) in 2004. Of more than 5,000 hospitals in the United States, only about 4 percent have achieved Magnet status. Magnet hospitals must demonstrate that their nursing services function beyond the level of excellence. Standards for Magnet status are rigorous and include not only outstanding patient care but also best practices in nursing, management philosophy, national standards for quality improvement, leadership by the chief nursing officer, nurse education levels, and professional models of care. The Magnet process is continuous; Magnet redesignated Newport Hospital in 2009.The Noreen Stonor Drexel Birthing Center at Newport Hospital has received the prestigious Baby Friendly designation from the World Health Organization and UNICEF. Newport Hospital is recognized for providing an optimal environment for the promotion, protection, and support of breastfeeding. Hospitals are awarded this status only when trained, independent evaluators have determined that all hospital practices meet the rigorous Baby Friendly standards. The Hospital has developed formal and informal educational affiliations with the University of Rhode Island College of Nursing; Community College of Rhode Island; Salve Regina University; and the University of Massachusetts-Dartmouth, pursuant to which their nursing students obtain clinical training and experience at the Hospital, which does not receive any compensation from the various schools for providing a clinical setting for the student nurse training.The Hospital provides full charity care for individuals at or below twice the federal poverty level, with a sliding scale for individuals up to four times the poverty level. In addition, a substantial discount is offered to all other uninsured patients. The Hospital determines the cost associated with providing charity care by aggregating the applicable direct and indirect costs, including compensation and benefits, supplies, and other operating expenses, based on data from its costing system. The total cost, excluding medical education and research, incurred by the Hospital to provide charity care amounted to $3,677,836 in fiscal 2013. Charges forgone, based on established rates, amounted to $10,004,000.The Hospital substantially subsidized various health services including adult psychiatry, Vanderbilt Rehabilitation, and occupational health at a cost of $4,184,788 in fiscal year 2013.The Hospital also provides numerous other services to the community for which charges are not generated. These services include certain emergency services, community health screenings for cardiac health, prostate cancer and other diseases, smoking cessation, immunization and nutrition programs, diabetes education, community health training programs, patient advocacy, foreign language translation, physician referral services, and charitable contributions. The cost of these services amounted to $170,942 in fiscal year 2013.The Hospital subsidizes the cost of treating patients who receive government assistance where reimbursement is below cost. Medicaid is a means-tested health insurance program, jointly funded by state and federal governments. States administer the program and set rules for eligibility, benefits, and provider payments within broad federal guidelines. The program provides health care coverage to low-income children and families, pregnant women, long-term unemployed adults, seniors, and persons with disabilities. Eligibility is determined by a variety of factors, which include income relative to the federal poverty line, age and immigration status, and assets. | |
| Form 990, Part III, Line 1 -Organization's Mission | The mission of Newport Hospital is to provide acute and outpatient health services to Newport County, Rhode Island and to work in collaboration with physicians, our employees, other health care organizations, and the community to create a measurably healthier community through the provision of high quality, cost-effective, customer-focused health care services in an environment that promotes patient safety. Newport Hospital is established for the care of persons suffering from illnesses or disabilities which require that the patient receive inpatient or outpatient hospital care or rehabilitation services, to carry on any educational activities related to the healthcare field, and to promote charitable, scientific and educational purposes. | |
| Form 990, Part XI, Line 9 | Other Changes In Net Assets Or Fund Balances - Other Decreases | Interco forgiveness NHCCMA = -$10834825 |
| Form 990, Part XI, Line 9 | Other Changes In Net Assets Or Fund Balances - Other Increases | Increase in interest in net assets- NHF = $1146451 |
| Form 990, Part XI, Line 9 | Other Changes In Net Assets Or Fund Balances - Other Increases | Change in funded status of pension plan = $7252200 |
| Form 990, Part XI, Line 9 | Other Changes In Net Assets Or Fund Balances - Other Increases | Auxiliary = $939 |
| Form 990, Part VI, Line 19 | Form 990, Part VI, Line 19: Other Organization Documents Publicly Available | Lifespan, as well as NHCC and Affiliates (NHCC), currently make their annual and quarterly consolidated/combined 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 and NHCC's financial information to repositories and investors alike. Newport Hospital's financial statements are included in NHCC's combined financial statements. In addition, copies of Newport Hospital's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of the Lifespan 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 the Hospital's Board of Trustees 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 7b | Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders | Lifespan has the responsibility for planning, directing and establishing policies intended to assure the development and delivery of quality health services on an integrated, cost-effective basis. Powers reserved to Lifespan, in addition to those noted above, include: to approve amendment of the Articles of Incorporation and Bylaws and other Charter documents; to approve strategic plans; to approve investment policies and any capital or operating budgets or material non-budgeted expenditures; and to authorize incurrence or guaranty of material indebtedness. Lifespan holds these powers with respect to NHCC; NHCC holds identical powers with respect to the Affiliate, which it may exercise with the authorization of Lifespan. |
| Form 990, Part VI, Line 7a | Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body | The bylaws of Newport Hospital (the Affiliate) confer certain reserved powers on Lifespan to provide it with the means of effective oversight, coordination, and support of the system. Powers reserved to Lifespan include: to elect and remove trustees and to approve the election of and to remove certain officers. At each annual meeting of the Affiliate Board of Trustees, a list is compiled of the names of those persons selected to serve as Trustees of the Affiliate so that it can be approved and submitted to Lifespan for ratification and election. |
| Form 990, Part VI, Line 6 | Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder | Through October 22, 2012, Lifespan Corporation was sole corporate member of Newport Health Care Corporation ("NHCC"), which in turn was sole corporate member of Newport Hospital. Effective October 23, 2012, Lifespan Corporation replaced NHCC as sole corporate member of Newport Hospital. |
| 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.Also effective October 23, 2012, Lifespan replaced NHCC as sole corporate member of Newport Hospital and Newport Hospital Foundation, Inc. |
| 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, CFO, are officers of related for-profit corporations. Mr. Arnold and Ms. Wakefield are officers of Lifespan Management Services Organization, Inc (MSO) and Lifespan Risk Services, Inc. Dr. Babineau and Ms. Wakefield are officers of VNA Technicare, Inc. (VNA). Additionally, Scott B. Laurans, Chair, is an officer of VNA.Jonathan Fain, Trustee, is the CEO of Teknor Apex Co. Bertram Lederer, Trustee, is also a Director of Teknor Apex Co. |
| Software ID: | 12000229 |
| Software Version: | 2012v2.0 |