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.") .... | 5,885,048 | 2,143,737 | 8,857,506 | 9,430,401 | 3,603,695 | 29,920,387 |
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....... | 0 | |||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | 0 | |||||
| 4 | Total. Add lines 1 through 3 | 5,885,048 | 2,143,737 | 8,857,506 | 9,430,401 | 3,603,695 | 29,920,387 |
| 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).. | 13,699,814 | |||||
| 6 | Public support. Subtract line 5 from line 4. | 16,220,573 | |||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 5,885,048 | 2,143,737 | 8,857,506 | 9,430,401 | 3,603,695 | 29,920,387 |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | 509,582 | 449,254 | 308,314 | 244,597 | 145,289 | 1,657,036 |
| 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.).. | 60,720 | 62,357 | 62,061 | 56,151 | 131,904 | 373,193 |
| 11 | Total support (Add lines 7 through 10). | 31,952,089 | |||||






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 | 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) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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: | 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 |
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| Form 990, Part III, Line 4d: Other Program Services Description | OTHER PROGRAM SERVICES 4: The Foundation also transferred $250,696 to The Warren Alpert Medical School of Brown University in fiscal year 2014 in support of shared chairs in geriatrics, cardiology, immunology, and oncology. OTHER PROGRAM SERVICES 5: Funds totaling $752,806 were transferred to The Miriam Hospital to purchase a da Vinci Surgical System, which is a sophisticated robotic platform offering a minimally invasive alternative to both open surgery and laparoscopy. Because it requires only a few tiny incisions and offers greater vision, precision, and control for the surgeon, patients often can recover sooner, move on to additional treatments if needed, and get back to daily life more quickly. Potential benefits of the da Vinci system for patients include: reduced pain; lower risk of infection or complications; less blood loss (fewer transfusions); shorter hospital stays; reduced scarring; and faster return to normal activities. |
| Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder | Lifespan Corporation is the sole corporate member of The Miriam Hospital Foundation. |
| Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body | The bylaws of The Miriam Hospital Foundation (the Foundation) 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 Foundation Board of Trustees, a list is compiled of the names of those persons selected to serve as Trustees of the Foundation so that it can be approved and submitted to Lifespan for ratification and election. |
| 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. |
| 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 is sent to the Foundation's Board of Trustees in advance of its next Board meeting, at which the Chief Financial Officer discusses the highlights of the Form. 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 a 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 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. The Foundation'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. |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Transfer to Outside Agencies = -$7478 |
| Other Changes In Net Assets Or Fund Balances - Other Increases | Transfers from Lifespan Foundation = $2661 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Uncollectible pledges = -$123 |
| FORM 990, PART III, LINE 4a: | $160,834 was provided to support The Center for Prisoner Health and Human Rights (the Center), whose mission is to improve the health and human rights of the criminal justice populations through education, research, and advocacy. The Center prioritizes bringing attention to the health and health care issues and challenges of prisoners and other criminal justice populations; improving the continuum of care for prisoners from admission to a correctional facility through release; advancing policies and programs that promote public health-oriented approaches to mental illness, addiction, incarceration, and the criminal justice system; and engaging students and health professionals in the Center's mission with training and education opportunities. $143,309 was provided for general purposes of urology research through the Foundation's philanthropic efforts. Additionally, $113,881 was provided to support The Women's Medicine Collaborative at The Miriam Hospital and Rhode Island Hospital, comprised of physicians and specialists focused on the care of women in the areas of primary care, obstetrics, maternal and fetal medicine, behavioral care, gastrointestinal medicine, physical therapy and rehabilitation services, pulmonary medicine, cancer services, and cardiovascular medicine. |
| FORM 990, PART VI, LINE 12C | Lifespan Corporation has a Conflict of Interest Policy that is applicable to all affiliates, including The Miriam Hospital Foundation, which is 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 15 a&b | The following applies to Lifespan and all of its affiliates, including The Miriam Hospital Foundation: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 with 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 health care industry and the degree to which total remuneration levels at Lifespan are generally commensurate with Lifespan performance relative to health care 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, LINE 15, 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 with acceptance of a reasonable compensation offer. |
| FORM 990, PART VI, LINE 1b: | Edward D. Feldstein, Trustee, is a partner in Roberts, Carroll, Feldstein and Peirce, a law firm that provides legal services to a sister company, Lifespan Risk Services. The common parent of the Foundation and Lifespan Risk Services is Lifespan Corporation. |
| FORM 990, PART XII, LINE 2 | While The Miriam Hospital Foundation (the Foundation) did not produce an audited financial statement as of and for the year ended September 30, 2014, it was included in Lifespan Corporation's audited consolidated financial statements, in which one column is used for the Foundation individually. Additionally, the Foundation is included in the Lifespan Combined Foundations audited financial statements. There are no regulatory or creditor stipulations which require the preparation of a separate audited financial statement for the Foundation.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. |
| Software ID: | 13000170 |
| Software Version: | 2013v4.0 |