2013-08-14T13:48:26-07:00 2012-09-30 KPMG LLP 2 Financial Center 60 South St Boston MA 02111 990 2011-10-01 050493219 Lifespan Foundation LIFE 4014446500 167 Point Street Providence RI 02903 Mary A Wakefield 2013-08-14 true 6179881000 2011 2016-02-24 21:20:13Z George A Vecchione 167 Point Street Providence RI 02903 2343172 false false X www.lifespan.org X 1996 RI Through the development and administration of philanthropic activities, the Lifespan Foundation (the Foundation) is able to grant funds that help support the mission and purposes of Lifespan, its affiliates, and the Rhode Island community. 5 1 0 1 0 329747 88440 0 132104 459405 -26895 0 434956 547845 229263 281734 0 0 0 0 1187 1666 230450 283400 204506 264445 5701736 6170447 1618695 1707468 4083041 4462979 X Through the development and administration of philanthropic activities, the Lifespan Foundation (the Foundation) is able to grant funds that help support the mission and purposes of Lifespan, its affiliates, and the Rhode Island community. false false 125000 125000 In fiscal year 2012, $75,000 was transferred to Rhode Island Hospital Foundation and $50,000 to The Miriam Hospital Foundation in support of Rhode Island Hospital's and The Miriam Hospital's Patient Navigator Program. This program is designed to assist patients who receive abnormal mammogram results with follow-up diagnostics, as well as helping those diagnosed with cancer through all stages of care and treatment. 86734 86734 In fiscal year 2012, the Foundation accrued $86,734 payable to The Warren Alpert Medical School of Brown University (Brown) in support of a shared chair in interventional cardiology. Upon notification that this position has been filled, the Foundation will transfer the funds to Brown. 50000 50000 In fiscal year 2012, $50,000 was transferred to The Miriam Hospital to provide education that will help low-income/at-risk populations to eat nutritious foods, reduce disease and risk, and stretch grocery budgets. This collaborative health and wellness program features healthy cooking demonstrations and information about healthy, low-cost eating, to encourage a healthy lifestyle, nutrition, and better health. 20000 20000 281734 true true false false false false false false false true false true false false true true false true false false false false false false false false false true false true false false false false false false false false false false false false false false false false true false false false false true 0 0 false 0 false false false false false false false false false false false false 0 false false false false false false false false false false false X 5 1 true false false false true true true 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 X Mary A Wakefield 0.00 X 0 677833 101701 Alfred J Verrecchia 0.50 X X 0 0 0 George A Vecchione 0.50 X X 0 7847928 28548 Scott B Laurans 2.00 X X 0 0 0 Mark T Cummings 4.00 X X 0 378632 69678 Kenneth E Arnold 0.50 X 0 1102658 745209 10007051 945136 0 false true false 0 88440 88440 0 51880 51880 0 0 0 2202852 1795327 407525 407525 407525 0 0 0 0 547845 459405 281734 281734 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Other expenses 1666 1666 0 283400 281734 1666 0 3738 7667 0 126781 15442 0 0 0 0 0 0 0 3511816 4071870 1798267 1939732 0 0 261134 135736 5701736 6170447 287112 374048 1331583 1333420 1618695 1707468 X -1331654 -1333020 2395975 2776429 3018720 3019570 4083041 4462979 5701736 6170447 X 264445 115493 X false true true X false false X 103533 60842 316951 329747 88440 899513 0 0 103533 60842 316951 329747 88440 899513 157119 742394 82691 58166 70522 66657 51880 329916 0 0 1229429 0.60390 0.56090 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 5571217 286845 581485 281734 10475 6147338 5453316 294189 110049 143195 143142 5571217 5161445 524415 467675 327194 373025 5453316 0.49120 0.50880 false false false 1939732 Due to Affiliates 1333420 1333420 Part X Part X : FIN48 Footnote Lifespan Foundation (the Foundation), as a not-for-profit corporation, is recognized under Section 501(c)(3) of the Internal Revenue Code and is exempt from Federal income taxes. The Foundation recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount of benefit that is greater than fifty percent likely to be realized upon settlement. Changes in measurement are reflected in the period in which the change in judgment occurs. The Foundation did not recognize the effect of any income tax positions during the fiscal year ended September 30, 2012. Part XI, Line 8 Part XI, Line 8: Other Changes in Net Assets or Fund Balances Transfers to Outside Agencies $ -6482 Uncollectible Pledges $ -107 Part V, Line 4 Part V, Line 4: Intended uses of the endowment fund. Lifespan Foundation's (the Foundation's) permanently restricted endowments generate income which is donor-designated for shared chairs through The Warren Alpert Medical School of Brown University, more specifically in interventional cardiology and diagnostic imaging. The largest temporarily restricted funds held by the Foundation are used to support cardiology and other health programs sponsored by Lifespan and certain of its affiliates. true The Miriam Hospital 164 Summit Avenue Providence RI 02906 050258905 501(c)(3) 50000 0 Raising Bar on Nutrition The Miriam Hosp Foundation 167 Point Street Providence RI 02903 050377502 501(c)(3) 51000 0 Philanthropy Support Rhode Island Hosp Foundation 167 Point Street Providence RI 02903 050468736 501(c)(3) 79500 0 Philanthropy Support Lifespan Corporation 167 Point Street Providence RI 02903 222861978 501(c)(3) 12500 0 Philanthropy Support Brown University 75 Waterman Street Providence RI 02912 050258809 501(c)(3) 86734 0 Shared Chair 5 0 Grantmaker's Description of How Grants are Used The Foundation engages in philanthropic activities to support the mission and purposes of Lifespan Corporation and certain of its affiliates. During the year ended September 30, 2012, the Foundation made temporarily restricted net asset transfers to specified health care programs of Lifespan affiliates. A master database of the Foundation's temporarily restricted funds is maintained as the primary source for identifying each fund's restriction, the availability of the current balance and the authorized personnel for the respective fund. The database contains the fund's name, primary reporting department, most recent month end balance, fund purpose/restriction, and the management responsible for the fund. Expenditures (purchase requisitions, work order requisitions, check requests and employee reimbursements) from the Foundation's temporarily restricted funds must be presented to the Lifespan Finance Department for approval prior to processing. Each request is reviewed to ensure the availability of funds and that the expense/purchase is both in conformity with the fund's restriction and approved by the required levels of authorized personnel referenced in the database. X X true true X X X X X false true false false false false false false false false Mary A Wakefield 499573 84291 93969 85853 15848 779534 67780 Mark T Cummings 271555 46103 60974 50240 19438 448310 40213 Kenneth E Arnold 423597 71466 607595 735813 9396 1847867 576715 George A Vecchione 928502 390234 6529192 7350 21198 7876476 3456806 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. FORM 990, PART XII, LINE 2 While Lifespan Foundation ("the Foundation") did not produce an audited financial statement as of and for the year ended September 30, 2012, it was included in Lifespan Corporation's audited consolidated financial statements, in which one column is used for the Foundation combined with certain related organizations. 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. FORM 990, PART VI, LINES 15 a&b The following applies to Lifespan and all of its affiliates, including Lifespan 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 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 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. FORM 990, PART VI, LINE 12c Lifespan Corporation has a Conflict of Interest Policy that is applicable to all affiliates, including Lifespan Foundation, 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. (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 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. * 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 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, 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 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. 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 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. 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 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 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. Form 990, Part VI, Line 7a Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body The bylaws of Lifespan 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's 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 6 Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder Lifespan is the sole corporate member of Lifespan Foundation. 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 and Mary A. Wakefield, Trustees, are employed by and officers of Lifespan Corporation, Lifespan Management Services Organization, Lifespan Risk Services and VNA Technicare, Inc.(VNA). George A. Vecchione, President, was an officer of Lifespan Corporation through August 2012, was employed by Lifespan through December 2012, and is also a director of VNA. Mark T. Cummings, Treasurer & Secretary, is an employee of Lifespan Corporation. Scott B. Laurans, Chairman, and Alfred Verrecchia, Chairman through December 2011, are also directors of VNA. Form 990, Part III, Line 4d Form 990, Part III, Line 4d : Other Program Services Description OTHER PROGRAM SERVICES 4: In fiscal year 2012, the Foundation accrued $86,734 payable to The Warren Alpert Medical School of Brown University (Brown) in support of a shared chair in interventional cardiology. Upon notification that this position has been filled, the Foundation will transfer the funds to Brown. OTHER PROGRAM SERVICES 5: In fiscal year 2012, $50,000 was transferred to The Miriam Hospital to provide education that will help low-income/at-risk populations to eat nutritious foods, reduce disease and risk, and stretch grocery budgets. This collaborative health and wellness program features healthy cooking demonstrations and information about healthy, low-cost eating, to encourage a healthy lifestyle, nutrition, and better health. 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