2012-08-14T15:08:41-07:00 2011-09-30 KPMG LLP 2 Financial Center 60 South St Boston MA 02111 990 2010-10-01 222861978 Lifespan Corporation LIFE 4014443500 167 Point Street Providence RI 02903 Mary A Wakefield 2012-08-14 2010 2016-02-24 21:20:13Z George A Vecchione 167 Point Street Providence RI 02903 127958000 false false X www.lifespan.org X 1994 RI Lifespan's mission is to improve the health status of the people it serves through the provision of customer friendly, geographically accessible, high value services via a comprehensive, integrated health system. 17 11 747 59 -444727 -446995 0 113134140 126710914 11286426 1247086 0 124420566 127958000 382458 322575 0 66682906 65723171 0 0 56285469 62933245 123350833 128978991 1069733 -1020991 43558538 38142513 69057625 62350897 -25499087 -24208384 Lifespan's mission is to improve the health status of the people it serves through the provision of customer friendly, geographically accessible, high value services via a comprehensive, integrated health system. false false 128978991 322575 126710914 Lifespan Corporation plans, directs and establishes policies to assure the development and delivery of quality health services, professional education and biomedical research by hospitals and other affiliated organizations on an integrated, cost-effective basis. Lifespan Corporation provides support services to its affiliates, such as information services, telecommunications, risk management, legal, communications and public affairs, fundraising, payor contracting, facility development, strategic planning, internal audit/compliance, human resources, finance and investment management, for which each affiliate is charged a fee equivalent to the costs incurred by Lifespan in providing these services. 128978991 true false false true false false false false false false false false false true true false false true false false true false false false false false false true false true false false false false false false true false false false true false false false false false true true true false false true 147 0 true 747 true true true true BD false false false false false false false false 0 false false false false false false false false false false false X 17 11 true false false false false false false true true false false false true true true true true true true true false false X Mary A Wakefield 4014447093 167 Point Street Providence RI 02903 Timothy J Babineau MD 40.00 X 876509 0 144417 Stephen P Massed 3.00 X 0 0 0 Sr M Therese Antone 2.00 X 0 0 0 Shivan Subramaniam 4.00 X 0 0 0 Scott B Laurans 3.50 X X 0 0 0 Peter Capodilupo 2.50 X 0 0 0 Michael Ehrlich MD 3.00 X 129540 0 0 Mary R Cooper MD 40.00 X 520347 0 90809 Mary A Wakefield 40.00 X 726687 0 103289 Marie J Langlois 1.00 X 0 0 0 Lawrence A Aubin Sr 10.00 X 0 0 0 Kenneth E Arnold 40.00 X 627561 0 754416 Kathleen C Hittner MD 40.00 X 678411 0 103821 Jonathan Fain 2.00 X 0 0 0 Joel M Kaufman MD 40.00 X 519127 0 85055 Hon Bruce M Selya 3.50 X 0 0 0 George D Caruolo 7.00 X 54167 0 0 George A Vecchione 40.00 X X 1481978 0 1797607 Frederick J Macri 40.00 X 552901 0 86780 Edward Feldstein 2.00 X 0 0 0 David A Brown 3.00 X 0 0 0 Charles J McDonald MD 2.00 X 0 0 0 Carole M Cotter 40.00 X 476492 0 29694 Armeather Gibbs 2.00 X 0 0 0 Alfred J Verrecchia 15.00 X X 0 0 0 6460013 3195888 124 false true false Vitalize Consulting Solutions Inc 248 Main Street Reading MA 01867 Meaningful Use Cnslt 840237 Siemens Medical Solutions 51 Valley Stream Parkway Malvern PA 19355 Patient Billing/Sprt 6990754 Ropes & Gray One International Place Boston MA 02110 Legal 522246 KPMG LLP PO Box 120001 Dallas TX 75312 Audit & Tax 580900 Automatic Data Processing 5800 Windward Parkway Alpharetta GA 30005 Payroll Processing 1356839 32 0 Support - Related Orgs 551112 126267939 126267939 Other Program Svc Rev 551112 442975 442975 126710914 1247086 -444727 1691813 0 0 0 0 0 0 0 0 127958000 126710914 -444727 1691813 322575 322575 0 0 0 6295979 6295979 0 48122771 48122771 4668662 4668662 2916968 2916968 3718791 3718791 0 2228186 2228186 615850 615850 308601 308601 0 423188 423188 11785111 11785111 1224370 1224370 3862249 3862249 16147431 16147431 0 1737796 1737796 207584 207584 0 288471 288471 0 0 0 21084859 21084859 Unrelated Business Income Tax 1203 1203 Recruitment/Ee Recognition 685525 685525 Printing and Publications 394228 394228 Miscellaneous Expenses 1638396 1638396 Membership Dues 300197 300197 0 128978991 128978991 0 0 880790 7893289 10484400 298169 0 2385020 1368105 1996752 2114731 0 631775 321904 0 5766310 5417824 0 0 0 0 0 21413491 20728491 43558538 38142513 36710764 31457581 32346861 30893316 69057625 62350897 X -25499087 -24208384 -25499087 -24208384 43558538 38142513 X -1020991 2311694 X false true true X false false X X X false false false Newport Hospital 050258914 3 true 0 Emma Pendleton Bradley Hospital 050258806 3 true 0 The Miriam Hospital 050258905 3 true 0 Rhode Island Hospital 050258954 3 true 0 4 false false false true false 10000 false false false true 282047 false true 16554 308601 false false Part II-B, Line 1i Part II-B, Line 1i - Other Activities Description Lobbying activities include contacts with: state legislators concerning matters pending in the Rhode Island legislature, municipal elected officials and their staffs, and state government regulatory officials. On the Federal level, there was contact with congressional office holders and their staffs concerning issues of interest to Lifespan's hospitals.Lifespan is a member of various agencies which engage in lobbying activities on behalf of their members. The agencies and amounts charged to Lifespan for such activities in fiscal year 2011 are as follows:Greater New York Hospital Association: $6,793.Association of American Medical Colleges: $6,457.National Association of Urban Hospitals: $3,000.National Association of Children's Hospitals: $304. Workers' Comp Trust 8546464 Travel Advances to Employees 13800 SERP Deposits 5276220 Other Investments 100 Investment in VHA, Inc. 200003 Investment in R.I. Sound Enterprises Ins 3000000 Investment in Lifespan Physicians PSO 110556 CSV of Life Insurance 478752 457(b) Plan Assets 3102596 20728491 Other Long-term Liabilities 1204630 Noncurrent Pension Liability 16761400 Executive SERP Liabilities 9824690 457(b) Plan Liability 3102596 30893316 Part XI, Line 8 Part XI, Line 8: Other Changes in Net Assets or Fund Balances Dividend from R. I. Sound Enterprises Insurance Co. Ltd. $4700000 Funded Status of Pension Plan $ -1434636 Excludable Subpart F Income $ -774305 Central America & the Caribbean 0 0 Investments 363405595 363405595 363405595 X true false true false false false Additional Supplemental Information Lifespan Corporation administers a pooled investment fund (the Pool) on behalf of its affiliated organizations. For purposes of reporting both unrelated business income on Form 990-T and the aggregate value of foreign investments directly held by the Pool on Schedule F, all such amounts have been included on the returns filed by Lifespan Corporation. For purposes of reporting investment income and the balance sheet value attributable to each Lifespan affiliate, such amounts have been reported on the respective affiliate's return. true Urban League 246 Prairie Avenue Providence RI 02905 050258939 501(c)(3) 5500 0 Charitable Sponsor University of RI 79 Upper College Road Kingston RI 02881 056000522 501(c)(3) 13000 0 Charitable Sponsorship Tomorrow Fund 593 Eddy Street Providence RI 02903 050450569 501(c)(3) 10000 0 Cancer Family Support Thundermist Health Center 450 Clinton Street Woonsocket RI 02895 050355097 501(c)(3) 7500 0 Charitable Sponsorship S Side Saints Football 306 Dudley Street Providence RI 02907 050515730 501(c)(3) 10000 0 Charitable Sponsorship RI Institute for Nursing 700 Butler Drive Providence RI 02906 300390935 501(c)(3) 10000 0 Charitable Sponsorship Inst for Study & Practice of NonViolence 9 Central Street Providence RI 02907 050517863 501(c)(3) 126000 0 Community Health Prog Sponsor Community Collegeof RI 1762 Louisquisset Pike Lincoln RI 02865 050353872 501(c)(3) 15000 0 Charitable Sponsorship American Heart Association One State Street Suite 200 Providence RI 02908 135613797 501(c)(3) 45000 0 Support Cardiovascular Health 9 0 Grantmaker's Description of How Grants are Used The External Affairs Department is responsible for administering the charitable giving of Lifespan Corporation. The organizations that are granted assistance are non-profit organizations (typically 501(c)(3)) whose missions are similar to that of Lifespan, including healthcare, research, education, and/or improving the health status of the southern New England community. X X true true X X X X X false true false false false false false true false false Timothy J Babineau MD 670588 172500 33421 123367 21050 1020926 Mary R Cooper MD 378433 98500 43414 68268 22541 611156 19800 Mary A Wakefield 495892 132000 98795 88238 15051 829976 66367 Kenneth E Arnold 418939 116000 92622 738398 16018 1381977 60260 Kathleen C Hittner MD 467757 110000 100654 84671 19150 782232 70604 Joel M Kaufman MD 364555 73000 81572 68686 16369 604182 53553 George A Vecchione 918261 378060 185657 1776800 20807 3279585 Frederick J Macri 371807 101000 80094 69859 16921 639681 53639 Carole M Cotter 321400 83000 72092 14700 14994 506186 Sch J, Part I, Line 7 Part I, Line 7: Non-Fixed payments not listed above The Lifespan Annual Incentive Compensation Plan provides a financial award opportunity for designated members of management, based on quantified objectives that are approved in advance by the Compensation Committee of the Lifespan Corporation Board of Directors. A specified level of financial performance must be met before any award is earned. The objectives vary from year to year and generally include various aspects of financial measures in addition to non-financial performance measures. For certain participants in the Annual Incentive Compensation Plan, the award opportunity is divided into two pools. The first pool represents 80% of any earned incentive award, based on the achievement of the team performance objectives. The remaining 20% pool is distributed on an individual basis to participants at the discretion of the CEO, in each case subject to approval by the Compensation Committee of the Lifespan Corporation Board of Directors. Sch J, Part I, Line 1a Part I, Line 1a: Relevant information in regards to selections on 1a. Tax Indemnification and Gross-up Payments:The Lifespan Executive Long Term Disability program provides financial protection to designated Lifespan executives in the event that they become disabled. Premiums are paid to the insurance carrier by the insureds on an after tax basis to allow for income replacement at a reasonable cost. The income associated with the premiums is grossed-up to cover the total cost of the benefit as provided in the Lifespan Executive Benefit Plan and is included in Medicare wages, more specifically on Schedule J, Part II, Column B (iii).Social Club Dues:The job responsibilities of certain executives include development of relationships with business leaders and donors. Those relationships are facilitated by the ability to meet in private sessions during which focused business discussions take place. The Hope and University Clubs, which require individual memberships, are places in Providence where businessmen and women, civic, community and social leaders can gather in a business-like atmosphere. The cost of membership is considered by Lifespan to be reasonable and necessary and thus a qualified business expense not taxable to the employee. IRS regulations regarding documentation requirements are followed for any payments made for meetings held at the respective club, including the business purpose and nature of the business benefit derived; the nature of the business discussion or activity; and the identity and business relationship of attendees. Michael Ehrlich MD Life Insurance X 2114731 2114731 false true true 2114731 Factory Mutual Insurance Officer/Director 867340 Insurance Coverage false Part II: Michael Ehrlich, MD, a Director of Lifespan Corporation, is the Surgeon-in-Chief, Department of Orthopaedics, RIH/TMH. The loan balance due represents cumulative life insurance premiums paid by Lifespan on behalf of Dr. Ehrlich.Part IV: Shivan Subramaniam, a Director of Lifespan Corporation, is the CEO of FM Global. Additionally, Alfred Verrecchia, a Director of Lifespan Corporation, is a compensated Director of FM Global. Lifespan purchases property insurance coverage from Factory Mutual Insurance Company, a member of FM Global. Payments to FM Global totaled $867,340 in fiscal year 2011. Schedule A, Part I, Line 11h Lifespan Corporation, in fulfillment of its exempt function as the parent organization of the Lifespan 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, payor contracting, facility development, strategic planning, internal audit/compliance, human resources, finance 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, 2011, 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., a Director of Lifespan Corporation, 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 2010 totaled $54,167. * 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 2010 totaled $116,667. Additionally in 2010, Dr. Ehrlich earned $12,873 of imputed interest income on the life insurance policies disclosed on Schedule L, Part II. 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 Senior Vice President of Human Resources 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 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 and long-term incentive and executive benefit plans* Approving performance objectives associated with Lifespan's annual and long-term incentive plans, 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(s)* 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. (For the bulk of Lifespan management staff awareness of 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 2010 Form TD F 90-22.1 include the following: Bermuda, British Virgin Islands, Canada, Cayman Islands, England and Ireland. 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 the 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 11 Form 990, Part VI, Line 11: 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 for initial review by the Director of Finance and the Vice President of Finance - Corporate Services. Once the draft 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. Any recommended changes 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 Lifespan's Board of Directors 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. The Chief Financial Officer is authorized to file the Form 990. Form 990, Part VI, Line 2 Form 990, Part VI, Line 2: Description of Business or Family Relationship of Officers, Directors, Et Shivan Subramaniam, Director, is the CEO of FM Global and Alfred J. Verrecchia, Director, is also a Director of FM Global. RI Sound Enterprises Insurance Co Ltd 65 Front Street Hamilton BD HM 12 Offshore Insurance Captive BD N/A N/A N/A false The Miriam Hospital Foundation 167 Point Street Providence RI 02903 050377502 Philanthropic Activities RI 501(c)(3) 7 N/A false The Miriam Hospital 164 Summit Avenue Providence RI 02906 050258905 Health Care Services RI 501(c)(3) 3 N/A false RIH Ventures 593 Eddy Street Providence RI 02903 050448686 Parking Facilities/ Phlebotomy Services RI 501(c)(3) 11 N/A false Rhode Island Hospital Foundation 167 Point Street Providence RI 02903 050468736 Philanthropic Activities RI 501(c)(3) 7 N/A false Rhode Island Hospital 593 Eddy Street Providence RI 02903 050258954 Health Care Services RI 501(c)(3) 3 N/A false NHCC Medical Associates Inc 11 Friendship Street Newport RI 02840 050472268 Health Care Services RI 501(c)(3) 11 N/A false Newport Hospital Foundation Inc 11 Friendship Street Newport RI 02840 222535533 Philanthropic Activities RI 501(c)(3) 7 N/A false Newport Hospital 11 Friendship Street Newport RI 02840 050258914 Health Care Services RI 501(c)(3) 3 N/A false Newport Health Property Management Inc 11 Friendship Street Newport RI 02840 222335539 Property Management RI 501(c)(3) 11 N/A false Newport Health Care Corporation 11 Friendship Street Newport RI 02840 222535537 Holding Company/ Mgmnt Services RI 501(c)(3) 7 N/A false Lifespan of Massachusetts Inc c/o Archstone Law 245 Winter St Waltham MA 02451 043408517 Holding Company MA 501(c)(3) 11 N/A false Lifespan Foundation 167 Point Street Providence RI 02903 050493219 Philanthropic Activities RI 501(c)(3) 7 N/A false Lifespan Diversified Services 167 Point Street Providence RI 02903 050258935 Holding Company/ Mgmnt Services RI 501(c)(3) 11 N/A false Hospital Properties Inc 593 Eddy Street Providence RI 02903 222869743 Property Management RI 501(c)(4) N/A false Emma Pendleton Bradley Hospital 1011 Veterans Memorial Parkway East Providence RI 02915 050258806 Pediatric Psychiatric Health Care Services RI 501(c)(3) 3 N/A false Bradley Hospital Foundation 167 Point Street Providence RI 02903 050500688 Philanthropic Activities RI 501(c)(3) 7 N/A false VNA Technicare Inc 622 George Washington Highway Lincoln RI 02865 050472710 DME Sales RI N/A C corp Lifespan Risk Services Inc 167 Point Street Providence RI 02903 050459767 Risk Mgmnt RI N/A C corp Lifespan MSO Inc 167 Point Street Providence RI 02903 050508717 Mgmnt Svcs RI N/A C corp true false false false false false false false true true true false false true true true true true VNA Technicare Inc k 180000 Accrual Lifespan Risk Services Inc a 74057 Accrual Lifespan MSO Inc p 677656 Accrual The Miriam Hospital Foundation p 155591 Accrual The Miriam Hospital Foundation n 554569 Accrual The Miriam Hospital o 734498 Accrual The Miriam Hospital k 24387870 Accrual RI Sound Enterprises Insurance Co Ltd r 4700000 Accrual RI Sound Enterprises Insurance Co Ltd q 19761813 Cash Rhode Island Hospital Foundation p 375153 Accrual Rhode Island Hospital Foundation n 1572658 Accrual Rhode Island Hospital k 65739093 Accrual Rhode Island Hospital j 1665890 Accrual Rhode Island Hospital i 107662 Accrual Newport Hospital Foundation Inc p 298802 Accrual Newport Hospital Foundation Inc n 314532 Accrual Newport Hospital k 7235121 Accrual Emma Pendleton Bradley Hospital k 4280656 Accrual Bradley Hospital Foundation p 52385 Accrual Bradley Hospital Foundation n 317291 Accrual