Attach to Form 990 or Form 990-EZ.
See separate instructions.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (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) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 8,294,399 | 6,076,891 | 9,655,331 | 570,972 | 2,710,997 | 27,308,590 |
| 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...... | 32,906,920 | 31,876,602 | 30,700,269 | 9,346,356 | 37,659,788 | 142,489,935 |
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513.. | 0 | |||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | 0 | |||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | 433,500 | 433,500 | 433,500 | 154,626 | 695,504 | 2,150,630 |
| 6 | Total. Add lines 1 through 5. | 41,634,819 | 38,386,993 | 40,789,100 | 10,071,954 | 41,066,289 | 171,949,155 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | 0 | |||||
| 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. | 0 | |||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support (Subtract line 7c from line 6.) | 171,949,155 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 41,634,819 | 38,386,993 | 40,789,100 | 10,071,954 | 41,066,289 | 171,949,155 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 103,462 | 22,553 | 7,999 | 4,778 | 13,246 | 152,038 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | 0 | |||||
| c | Add lines 10a and 10b. | 103,462 | 22,553 | 7,999 | 4,778 | 13,246 | 152,038 |
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | 0 | |||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) .. | 3,378,771 | 3,846,228 | 2,090,768 | 437,974 | 1,525,800 | 11,279,541 |
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 45,117,052 | 42,255,774 | 42,887,867 | 10,514,706 | 42,605,335 | 183,380,734 |




| Facts And Circumstances Test |
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| Explanation |
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| Software ID: | 13000170 |
| Software Version: | 2013v4.0 |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Line 2: Description of Business or Family Relationship of Officers, Directors, Et | Kenneth E. Arnold, Secretary, Timothy J. Babineau, MD, Director, and Mary A. Wakefield, Treasurer, are officers of related for-profit corporations. Mr. Arnold and Ms. Wakefield are officers of the same related for-profit organizations, Lifespan MSO, Inc. and Lifespan Risk Services, Inc. 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.Lawrence Aubin, Vice Chair, and Shivan Subramaniam, Director, are Directors of Citizens Bank.Jonathan Fain, Director, is the CEO of Teknor Apex Co. Bertram Lederer, Director, is a Director of Teknor Apex Co.Scott W. DiChristofero, CFO, and Katherine Powell, VP of Child Services, are officers of Gateway Healthcare, Inc. as well as Gateway Professional Group, Inc., a related for-profit corporation. Gateway Healthcare, Inc. received reimbursement of expenses from Gateway Professional Group, Inc. during the tax year. |
| Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder | Lifespan Corporation is the sole corporate member of Gateway Healthcare, Inc. (Gateway). |
| Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body | 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. Gateway Healthcare, Inc. (Gateway) joined the Lifespan health system on July 1, 2013 and adopted this restructured 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 each of the affiliates were amended such that the composition of the boards of trustees of each of the hospitals and 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 Chairs of Rhode Island Hospital Foundation, The Miriam Hospital Foundation, Newport Hospital Foundation, Bradley Hospital Foundation, and Gateway Foundation, each of whom, by extension, serves as a trustee of each of the hospitals.Additionally, the bylaws of Gateway 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 Gateway trustees and to approve the election of and to remove certain officers. |
| Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders | As noted above, the Gateway Board is comprised of the same individuals who serve on the Lifespan Board. 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. |
| 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 Lifespan 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 Tax Compliance Manager forwards it with all supporting worksheets to KPMG, which then reviews the completed form in detail. The Tax Compliance Manager answers questions as they arise and provides additional information as needed. KPMG provides the Tax Compliance Manager 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 Lifespan 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 Gateway'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 19: Other Organization Documents Publicly Available | Lifespan, the sole member of Gateway Healthcare, Inc. (Gateway), 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. Gateway's financial statements are included in the audited consolidated financial statements of Lifespan Corporation and Affiliates. In addition, copies of Gateway'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 I, Line 1: | Established in 1995 as a community mental health center for residents of northern and central Rhode Island, Gateway has grown to include more than 42 locations across Rhode Island, including Pawtucket, Central Falls, Johnston, Cranston, Middletown, Lincoln, Smithfield, Woonsocket, and West Greenwich. Gateway's size and statewide reach sets it apart from other community-based mental health and substance abuse organizations, providing more than $1.5 million in free care each year to those in need. Gateway and its affiliates employ over 900 professionals and reach more than 15,000 Rhode Islanders each year through residential, outpatient, and community-based programs. Gateway's network affiliates include The Autism Project, Capital City Community Centers, and FRIENDS WAY. |
| Form 990, Part III, Line 4a (continued): | Adult health home and rehabilitative treatment services provide community based services through outreach efforts and support to adults aged 18 and older who live with severe and persistent mental illness in the community. The program is designed to help people reach a level of recovery that will allow them to lead productive, satisfactory, and independent lives. Services include supportive counseling, advocacy, encouragement and assistance in accessing resources, individual and family psychotherapy, substance abuse treatment, skill building groups, rehabilitative services for social integration, vocational needs, educational goals, crisis intervention, nursing services, daily living skills training, evaluations of responses to treatment interventions, and ongoing assessments of needs. |
| Form 990, Part III, Line 4c (continued): | In addition to office-based therapy, Gateway also offers residential treatment for men and women in need of more intensive treatment. The three residential locations serving men and women house 12-16 individuals and are fully staffed, providing recovery services which include individual therapy, group therapy, relapse prevention, psycho-education, co-occurring disorders, spirituality, peer-led groups, trauma issues, vocational counseling, and housing case management. |
| Form 990, Part VI, Line 12c: | Lifespan Corporation has a Conflict of Interest Policy that is applicable to all affiliates, including Gateway, 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, Line 1b: | *Lawrence Aubin, Vice Chair, is a Director of Citizens Bank (Citizens). In 2013, Rhode Island Hospital (RIH), The Miriam Hospital (TMH), and Emma Pendleton Bradley Hospital (EPBH) entered into a master lease and loan and security agreement with Citizens Asset Finance, an affiliate of Citizens, to which RIH, TMH, and EPBH made debt service and interest payments. *Michael J. Ehrlich, MD, Director, is the President of University Orthopedics, Inc. Rhode Island Hospital contracts with University Orthopedics for various services.*Edward Feldstein, Director, is a partner in Roberts, Carroll, Feldstein, and Peirce, a law firm that provides legal services to Lifespan Risk Services, Inc. on behalf of various Lifespan affiliates.*David Gorelick, Director, is an officer of Aquidneck Medical Associates, a physician practice which has a professional service contract with Newport Hospital.*The spouse of Pamela Harrop, Director, is employed as a cardiologist by TMH. *Shivan Subramaniam, Director, is the CEO of FM Global. Lifespan purchases property insurance coverage from Factory Mutual Insurance Company, a member of FM Global. Additionally, Mr. Subramaniam is a Director of Citizens. In 2013, RIH, TMH, and EPBH entered into a master lease and loan and security agreement with Citizens Asset Finance, an affiliate of Citizens, to which RIH, TMH, and EPBH made debt service and interest payments. *Brian J. Zink, MD, Director, received taxable tuition reimbursement from Rhode Island Hospital. |
| Form 990, Part VI, Lines 15a: | The following applies to Lifespan and all of its affiliates, including Gateway Healthcare, Inc.: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.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 with acceptance of a reasonable compensation offer. |
| Software ID: | 13000170 |
| Software Version: | 2013v4.0 |