TY 2011 Form 990

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) Caldwell Kirbyjon H Member	1.0	X		0	0
(2) Cannon Deborah M Member	1.0	X		0	0
(3) Collie Robert M Jr Member	1.0	X		0	0
(4) Farris George R Chairman 2010	1.0	X		0	0
(5) Garcia Roland Jr Member	1.0	X		0	0
(6) Jones Bill B Member	1.0	X		0	0
(7) Lee Ethel Kaye Member	1.0	X		0	0
(8) Love Jeff B Member	1.0	X		0	0
(9) Martinez Diana Davila Member	1.0	X		0	0
(10) Mir Gasper R III Chairman 2011	1.0	X		0	0
(11) Nishikawa Akira MD Member	1.0	X		0	0
(12) Perrin Melinda H Member	1.0	X		0	0
(13) Wolterman Daniel J Member; President & CEO	50.0	X	X	2,528,811	1,752,709
(14) Aulbaugh Carrol E Chief Financial Officer & Trea	50.0		X	1,266,085	61,644
(15) Duco Bernard A Jr Chief Legal Officer & Secretar	50.0		X	829,099	224,498
(16) Laraway Dennis Chief Financial Officer	50.0		X	272,764	24,947
(17) McVeigh Dennis P Chief Accounting Officer	50.0		X	547,076	84,713

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	1,714,449	1,714,449
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	0
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	2,385,398	2,216,385	111,816	57,197
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	88,005	75,586	7,020	5,399
9	Other employee benefits .......	266,167	248,291	10,976	6,900
10	Payroll taxes ...........	164,132	147,502	10,967	5,663
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	0
c	Accounting ...........	0
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	0
g	Other ..........	0
12	Advertising and promotion ....	0
13	Office expenses .......	121,752	109,614	11,406	732
14	Information technology ......	0
15	Royalties ..	0
16	Occupancy ...........	40,353	40,353
17	Travel ............	7,430	7,430
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	16,416	16,416
20	Interest ...........	0
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	174,260	174,260
23	Insurance ..............	2,809	2,809
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule O.)
a	PROFESSIONAL FEES	114,616	60,383	54,183	50
b	PUBLICATIONS & SUBSCRIPTIONS	1,697	1,697
c	EQUIPMENT RENTAL & MAINTENANCE	32,904	31,259	1,645
d	MISC TAXES & LICENSES	1,861	1,861
e
f	All other expenses	10,763	10,763
25	Total functional expenses. Add lines 1 through 24f	5,143,012	4,859,058	208,013	75,941
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet
	1	Cashnon-interest-bearing ..........	0	1	0
2	Savings and temporary cash investments .......	0	2	0
3	Pledges and grants receivable, net .........	0	3	0
4	Accounts receivable, net .........	0	4	0
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........	0	5	0
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........	0	6	0
7	Notes and loans receivable, net .............	0	7	0
8	Inventories for sale or use ..............	0	8	0
9	Prepaid expenses and deferred charges ............	0	9	0
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,127,413
b	Less: accumulated depreciation. .....	10b	487,796	554,457	10c	639,617
11	Investments—publicly traded securities ..........	0	11	0
12	Investments—other securities. See Part IV, line 11 ......	0	12	0
13	Investments—program-related. See Part IV, line 11 ..	0	13	0
14	Intangible assets .........	0	14	0
15	Other assets. See Part IV, line 11 ...........	4,230,598	15	4,291,807
16	Total assets. Add lines 1 through 15 (must equal line 34)...	4,785,055	16	4,931,424
	17	Accounts payable and accrued expenses .	197,300	17	298,022
18	Grants payable ..........	0	18	0
19	Deferred revenue ..........	0	19	0
20	Tax-exempt bond liabilities ..........	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..	0	21	0
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.....	0	25	0
26	Total liabilities. Add lines 17 through 25.....	197,300	26	298,022
		Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....	4,587,755	27	4,633,402
28	Temporarily restricted net assets .....	0	28	0
29	Permanently restricted net assets .....	0	29	0
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances .....	4,587,755	33	4,633,402
34	Total liabilities and net assets/fund balances .....	4,785,055	34	4,931,424

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

Memorial Hermann Community Benefits
Corporation

Employer identification number

68-0511504

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches. section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in

section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. Seesection 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Other

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the the supported organization? ................

11g(i)

(ii) a family member of a person described in (i) above? ......................

11g(ii)

(iii) a 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(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 support?
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of support?


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2011

Page 2

Part II

Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(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.

Section B. Total Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(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. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11	Total support (Add lines 7 through 10).

Gross receipts from related activities, etc. (See instructions.) ..................

First Five Years If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.......................................... right arrow

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f)) .........

Public Support Percentage for 2009 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2011. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ...................... right arrow

33 1/3% support test—2010. If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization .................................................. right arrow

10%-facts-and-circumstances test—2010. If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly
supported organization .............................................. right arrow

Private Foundation If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions ................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2011

Page 3

Part III

Support Schedule for Organizations Described in IRC 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	3,932,763	5,029,425	5,026,500	5,133,760	5,188,659	24,311,107
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......	662,447					662,447
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.	4,595,210	5,029,425	5,026,500	5,133,760	5,188,659	24,973,554
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.)						24,973,554

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(f) Total
9	Amounts from line 6...	4,595,210	5,029,425	5,026,500	5,133,760	5,188,659	24,973,554
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.).	4,595,210	5,029,425	5,026,500	5,133,760	5,188,659	24,973,554

Section C. Computation of Public Support Percentage

Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f)) .........

100.000 %

Public support percentage from 2010 Schedule A, Part III, line 15 ...............

100.000 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f)) ......

0 %

Investment income percentage from 2010 Schedule A, Part III, line 17 .............

0 %

19a

33 1/3% support tests—2011. If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .......... right arrow

33 1/3% support tests—2010. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private Foundation If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2011

Page 4

Part IV

Supplemental Information. Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2011

Name of organization

Memorial Hermann Community Benefits
Corporation

Employer identification number

68-0511504

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... Arrow Bullet

Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2, of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 2

Name of organization Memorial Hermann Community Benefits Corporation
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part I	Contributors (see Instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 3

Name of organization Memorial Hermann Community Benefits Corporation
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part II	Noncash Property (see Instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 4

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Name of organization
Memorial Hermann Community Benefits
Corporation

Employer identification number

68-0511504

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

Memorial Hermann Community Benefits
Corporation

Employer identification number

68-0511504

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .......
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) ...
4	Aggregate value at end of year .......

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 170(h)(4)(B)(ii)? ....................................

Yes No

In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art,
historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service,
provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958), relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2011

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s accession and other records, check any of the following that are a significant use of its collection
items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIV and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back	(e)Four Years Back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses ...
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the year end balance (line 1g) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIV the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................	0	225,155	97,559	127,596
c	Leasehold improvements ............	0	459,367	199,936	259,431
d	Equipment ................	0	442,891	190,301	252,590
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......					639,617

Schedule D (Form 990) 2011

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) HERMANN HOSPITAL SYSTEM				4,291,807








Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				4,291,807

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Book value
Federal Income Taxes		0









Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		0
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).

Schedule D (Form 990) 2011

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1	5,188,659
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	5,143,012
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	45,647
4	Net unrealized gains (losses) on investments ..........................	4
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV.) .................................	8
9	Total adjustments (net). Add lines 4 through 8 .........................	9
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	45,647

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1	5,188,659
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3	5,188,659
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIV.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total Revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5	5,188,659

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............		1	5,143,012
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3	5,143,012
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIV.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5	5,143,012

Part XIV

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
Audit Financial Statement Footnote Disclosure for ASC 740	Form 990, Schedule D, Part X Line 2	The Community Benefits Corporation does have an annual financial audit conducted although the financial accounts of the Community Benefits are also included in the financial statements that are audited by an independent public accounting firm of the consolidated Memorial Hermann Healthcare System entities and its related affiliates. The paragraph included in the last issued audited financial statements of the Community Benefits was: Income Taxes The Community Benefit is exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code (Code) and did not conduct unrelated business activities during the years ended June 30, 2012 and 2011. Therefore, the Community Benefit has made no provisions for federal income taxes in the accompanying financial statements. The Community Benefit applies the provisions of FASB ASC Topic 740, Income Taxes, which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Community Benefit believes that it has appropriate support for any tax positions taken, and as such, does not have any uncertain tax positions that are material to the financial statements.

Schedule D (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization
Memorial Hermann Community Benefits
Corporation

Employer identification number
68-0511504

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Use
Part IV and Schedule I-1 (Form 990) if additional space is needed ......................... lBullet

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) Children At Risk2900 Weslayan St 400 Houston,TX77027	76-0360533	501(C)(3)	50,000	Funding of healthcare services
(2) South County Community Clinic101 Pine Manor Dr Oak Ridge North,TX77385	75-2634623	501(c)(3)	100,000	Funding of Healthcare Services
(3) Gateway to Care3611 Ennis Houston,TX77004	20-2946677	501(c)(3)	125,000	Funding of healthcare services
(4) Partners for Community Health5001 Navigation Houston,TX77011	76-0280324	501(c)(3)	21,000	Funding of healthcare services
(5) Memorial Hermann Hospital System909 Frostwood Suite 2100 Houston,TX77024	74-1152597	501(C)(3)	1,417,449	Funding of healthcare services

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................. Bullet Image

Enter total number of other organizations listed in the line 1 table ......................... . Bullet Image

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2011

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Use Schedule I-1 (Form 990) if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.

Identifier	Return Reference	Explanation
Monitoring the use of Grants and Awards Funding	Schedule I, Part I, Line 2	Community agencies can request funds from Memorial Hermann by completing a Proposal Submission Packet which details the agency's mission, services, existing collaborators, and realized and proposed goals. Missions and goals that support Memorial Hermann's community benefit mission of increasing and strengthening the primary and specialty care infrastructure for the uninsured and underinsured community receive high priority. Often a site visit is performed by Memorial Hermann Community Benefit Corporation staff and recommendations are made to the President and CEO for the ultimate decision.

Schedule I (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

Memorial Hermann Community Benefits
Corporation

Employer identification number

68-0511504

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? ....

Yes

Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ...............

Participate in, or receive payment from, a supplemental nonqualified retirement plan? ........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? ........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2011

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and column (E) for that individual.

(A) Name		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1) Wolterman Daniel J	(i) (ii)	0 1,040,456	0 1,170,693	0 317,662	0 1,736,941	0 15,768	0 4,281,520	0 319,924
(2) Aulbaugh Carrol E	(i) (ii)	0 609,110	0 494,212	0 162,763	0 53,561	0 8,083	0 1,327,729	0 143,188
(3) Duco Bernard A Jr	(i) (ii)	0 443,798	0 301,316	0 83,985	0 214,282	0 10,216	0 1,053,597	0 84,772
(4) Laraway Dennis	(i) (ii)	0 181,731	0 70,000	0 21,033	0 13,535	0 11,412	0 297,711	0 0
(5) McVeigh Dennis P	(i) (ii)	0 295,152	0 183,254	0 68,670	0 79,453	0 5,260	0 631,789	0 49,636
(6) Paret Carol J	(i) (ii)	0 248,872	0 151,806	0 105,193	0 63,513	0 9,969	0 579,353	0 108,112
(7) Reimer P Renee	(i) (ii)	0 263,378	0 138,423	0 -1,353	0 41,175	0 5,260	0 446,883	0 0
(8) Stokes Charles D	(i) (ii)	0 689,600	0 564,565	0 57,024	0 213,238	0 11,928	0 1,536,355	0 62,559
(9) Beckstett Douglas G	(i) (ii)	0 475,834	0 333,290	0 109,754	0 37,014	0 6,575	0 962,467	0 105,857
(10) Garman Jim	(i) (ii)	0 199,912	0 0	0 29,865	0 14,469	0 8,337	0 252,583	0 0
(11) Shabot M Michael MD	(i) (ii)	0 500,280	0 338,857	0 371,421	0 139,627	0 13,298	0 1,363,483	0 368,227

Schedule J (Form 990) 2011

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.

Identifier	Return Reference	Explanation
Supplemental Non-qualified Retirement Plans	Form 990, Schedule J, Line 4-b	Memorial Hermann Healthcare System (of which the Community Benefits is a part) sponsors two nonqualified retirement plans for certain executives who are part of a select group of highly compensated or management employees. The first plan is a make-up plan and provides for an annual payment (upon achieving full vesting in the qualified retirement plan) equivalent to the amount of contribution from the employer that is lost to the employee due to the limits on compensation and benefits in the Internal Revenue Code. The second plan is called the Deferred Compensation Plan, and it provides for a payment (upon full vesting in the plan). In this plan, certain executives who are part of a select group of highly compensated or management employees are provided with a payment such that the total retirement contribution for the participant is based on a percentage of the participant's base salary. For example, someone earning a base salary in the range of $200,000 to $350,000 will receive a payment such that the total amount of retirement contributions from the qualified cash balance pension plan, the make-up plan and this plan equal 20%. Base salary range >$600,000 Total Contributions @ 27.5% of base salary; $350,000 to $600,000 @ 24%; $200,000 to $350,000 @ 20%; < $200,000 @ 17.9% Applicable amounts paid for the persons listed: AULBAUGH, CARROL 143,188 BECKSTETT, DOUGLAS 105,857 DUCO, BERNARD A. JR 84,772 McVEIGH, DENNIS 49,636 PARET, CAROL 108,112 SHABOT, MICHAEL 368,227 STOKES, CHARLES 62,559 WOLTERMAN, DAN 319,924
Non-Fixed Payments of Compensation	Form 990, Schedule J, Line 7	Memorial Hermann Healthcare System (of which the Community Benefits is a part) sponsors an executive compensation philosophy that is based on competitive market and pay-for-performance principles. The Compensation Committee of the System implements this philosophy by, generally, setting base salaries at the median of the organization's talent market and using an annual incentive plan and long-term incentive plan that make incentive payments based on the achievement of performance goals determined by the Committee at the beginning of the year for the annual plan or at the beginning of the three year cycle for the long-term performance plan. In all cases, the incentive targets are set so that all payments will be reasonable.
Tax Indemnification & Gross Up Payments	Schedule J, Part I, Line 1a	Memorial Hermann provides certain cash payments to employees for non-wage purposes that are grossed up for tax indemnification. These could include moving related expenses, special recognition rewards, and holiday awards. The payments are included in each employee's W-2 as taxable income on a grossed-up basis.

Schedule J (Form 990) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization

Memorial Hermann Community Benefits
Corporation

Employer identification number

68-0511504

Identifier	Return Reference	Explanation
Payroll Record keeping	Form 990, Part V, Line 2b	The employees of the Community Benefits are record-kept and paid through the payroll system of Memorial Hermann Hospital System and reported under the Hospital System's EIN for Form 941 and Form W-2 purposes. All costs of the compensation and benefits of the Community Benefits employees are reimbursed to the Hospital System. Corporate officers are employees of Memorial Hermann Hospital System and their salaries and benefits are not allocated amongst the various corporate entities for which they conduct employment activities.
Members of the Corporation, Elections, Decision Approvals	Form 990, Part VI, Section A, Line 6, Line 7a & Line 7b	The Community Benefits has as its sole member Memorial Hermann Healthcare System, both of which are a 501(c)(3) non-profit entity. The member has the authority to annually elect the board members of the organization and to terminate and replace them at its discretion. The member has approval authority over the decisions of the board for amendments to the bylaws and articles of incorporation, annual operating and capital budget, the purchase or sale of substantial assets, and the merger or dissolution of the organization.
Review of Form 990	Form 990, Part VI, Section B, Line 11b	Memorial Hermann Community Benefits PROVIDES A COPY OF THE FORM 990 TO ALL MEMBERS OF THE GOVERNING BODY VIA A WEBSITE SET UP SPECIFICALLY FOR BOARD MEMBERS TO ACCESS VARIOUS BOARD MEMBER DOCUMENTS. THE FORM 990 IS REVIEWED BY MEMORIAL HERMANN FINANCIAL ACCOUNTING STAFF, BY SPECIFIC DEPARTMENTS INVOLVED IN RELATED SECTIONS OF THE RETURN, BY THE MEMORIAL HERMANN CHIEF ACCOUNTING OFFICER, AND BY MEMORIAL HERMANN'S PUBLIC ACCOUNTING FIRM ERNST & YOUNG, PRIOR TO ITS FILING.
Conflict of Interest Policy	Form 990, Part VI, Section B, Line 12c	Memorial Hermann Community Benefits Corporation utilizes a conflict of interest survey and has codified its procedure in a policy. The policy is monitored by our Corporate Compliance Department through annual surveys of board members, corporate officers, management level employees, and other selected employees, physicians and vendors for all of its entities and related affiliates. In addition to responding to the survey, each recipient affirms that they have received a copy of the policy, has read and understood it, has agreed to comply with it, and understands that Memorial Hermann is a charitable organization that must engage in primarily tax-exempt purpose activities. The Corporate Compliance Department, Chief Legal Officer and the Corporate Audit Committee, consisting of independent board members, receive a report of all items disclosed. The Audit Committee Chair reports the existence of any conflicts to the Corporate Board of Directors.
Review of Compensation for Directors, Officers, and Key Employees	Form 990, Part VI, Section B, Line 15a and Line 15b	The process for determining compensation for the Organization's CEO and other top management is modeled after the requirements in Internal Revenue Code Section 4958 to establish the presumption of reasonable compensation. Compensation was reviewed and approved by a Compensation Committee (the "Committee") of the Board of Memorial Hermann Healthcare System, which is comprised of independent persons. By engaging an independent compensation consultant, the Committee considered comparable market data from published surveys and Form 990 of comparable organizations in evaluating the compensation for each individual. The Committee conducted a review of this comparability data and documented its deliberation and discussion in minutes that are retained with the other governance materials of the Organization. The Committee followed the process to establish the presumption that compensation paid to the Organization's CEO and other top management for purposes of Section 4958 by relying on professional advice in the written opinion of reasonableness from the independent compensation consultant. ALL EMPLOYEES ARE PAID BY CORPORATION OR AFFILIATE HEALTHCARE SYSTEM ENTITY AND NO TIME OR SALARY IS ALLOCATED. CORPORATE OFFICERS PERFORM ADMINISTRATIVE ACTIVITIES FOR MULTIPLE RELATED ENTITIES FOR WHICH NO INTERUNIT ALLOCATION OF TIME OR SALARY IS MADE. DIRECTORS ARE VOLUNTARY CITIZENS OF COMMUNITY WHO PERFORM THEIR DUTIES WITHOUT COMPENSATION FOR HOURS DEVOTED TO BOARD WORK.
Disclosure of Corporate Organizational Documents	Form 990, Part VI, Section C, Line 19	The articles of incorporation, corporate bylaws, conflict of interest policy and financial statements of Memorial Hermann Healthcare System and its affiliates are generally not made available to the public. If the inquirer provided a valid reason for desiring a copy of the documents that are related to the business interests of any of the Memorial Hermann Healthcare System corporate entities, we would consider doing so.
Financial Statement Oversight	Form 990, Part XII, Line 2c	Memorial Hermann Healthcare System has independent committees for audits, governance, and compensation which perform their respective functions on a consolidated basis for all corporate entities, including the Community Benefits. The audit committee hires the independent accountants and oversees all audits that are conducted within all affiliated entities for financial information, grants and awards, and qualified plans.
Assessment of Community Needs for Healthcare Services	Form 990, Part III, Line 1	Each decision made by Memorial Hermann to invest its people, resources, and talents in community benefit efforts is data driven. Given that 31% of the Houston area is uninsured, numerous community needs analyses center around the University of Texas School of Public Health's Houston Area Hospital's Emergency Department Use Study, which Memorial Hermann has participated in since 2003. The study monitors hospital emergency department use in Houston hospitals and is a data source for numerous assessments to understand primary care-related ER use including the characteristics of these patients; particularly those who are children, who are uninsured, and who have Medicaid. The study conducted in 2012 shows that 40.9% of all ER visits and 48.6% of all treated and released ER visits are primary care related. With the desire to change emergency room use comes the need to identify available capacity of our existing safety-net clinics, and what is needed by each entity to increase its capacity to be able to respond to changes in ER usage our community efforts achieve. This study, the Greater Houston Clinic Capacity Analysis, performed in early 2012 by Project Safety-Net and University of Texas School of Public Health, indicates that the community clinics are currently meeting about 30 percent of the demand for primary care visits by the low-income population and the rest is either met by private practice physicians or is left unmet. Further, the study anticipates that safety net providers will only be able to meet 25 percent of the demand under the Affordable Care Act (ACA). It is important to be concerned because a shortage of primary care leads to more people experiencing serious illness requiring expensive specialty care, emergency services and hospitalization. As required by the Community Health Needs Assessment-Section 501(r)(3)--Requirement of the ACA, Memorial Hermann is conducting community needs assessments for each of its 11 hospitals to be completed in 2013. The studies will include demographic data of Harris, Fort bend, Montgomery, and Brazoria counties (counties that compose 89% of Memorial Hermann discharges), a description of the processes and methodologies, surveys and interviews with public health officials where participants were given the opportunity to prioritize community health needs and rate the importance of health care initiatives, identification of all collaborating organizations and existing health care facilities and other resources within the community available to meet the needs identified in each of the community needs assessments. The University of Texas School of Public Health's Health Care Safety Net Review will be included in the assessment. Once community needs have been prioritized, Memorial Hermann will develop appropriate objectives, action plans and metrics. The process will be complete and information available to the public in spring 2013. The Health of Houston Study, a recent comprehensive study conducted by the Institute for Health Policy of The University of Texas School of Public Health through stakeholder input and neighborhood surveying, will be a continuing source to Memorial Hermann in continued program planning efforts by regularly assessing the health of Houstonians and tracking emerging health issues and health improvements. On behalf of Memorial Hermann, it is the MHCBC's mission to implement programs to work with other healthcare providers, government agencies, business leaders and community stakeholders to ensure that all residents of the greater Houston area have access to the care they need to improve their quality of life and the overall health of the community. MHCBC's programs are designed to provide care for uninsured and underinsured children; to reach those Houstonians needing low cost care; to support the existing infrastructure of non-profit clinics and FQHCs; and to educate individuals and their families on how to access the healthcare available to them. Committed to making the greater Houston area a healthier and more vital place to live, MHCBC supports the following initiatives: Memorial Hermann Health Centers for Schools, established in 1995, offers access to primary medical and mental health services to more than 38,300 underserved children at 49 schools in the Greater Houston area. In 2011, asthma exacerbations, emergency room visits and hospitalizations were reduced by 83%. The Memorial Hermann Mobile Dental Clinic, established in 2000, has two dental vans and provides access to preventative and restorative dental services at all six Health Centers for Schools' sites and is accessible as a "dental home" for 38,300 uninsured and underinsured students from 49 schools. In 2011, no more than 25% of patients at recall of both age groups experienced caries. These outcomes are significant given 80% of initial patients are diagnosed with caries; 33% are diagnosed with five or more caries. A dietitian is available through the Healthy Eating and Lifestyles Program (HELP) designed to educate Health Centers for Schools children and their families on the importance of proper nutrition and exercise. In 2011, 77% of enrolled students reduced their BMI; 67% reduced their cholesterol levels. Serving the community since 2008, the Memorial Hermann ER Navigation program places certified Community Health Workers who have the training, cultural understanding and linguistic capacity to help the uninsured, who disproportionately use emergency rooms for healthcare, 'navigate' the complex health system, obtain a medical home, schedule appointments, secure needed social services and cope with future healthcare concerns. Since its inception, the ER Navigation Program has navigated 18,270 patients. MHCBC's COPE program has a similar philosophy but operates with Masters Level Social Workers and focuses on 'frequent flyers' inpatient as well as ER. The Memorial Hermann Neighborhood Health Centers are strategically located near three of Houston's busiest ERs and provide care to working families without access to insurance and who do not qualify for other programs. The goal is to provide this population with a medical home for routine care, and prevent these cases from escalating to emergencies. At $48/visit, with low cost labs and prescriptions, seven day a week access, and the provision of preventive, acute, as well as chronic care, they are an affordable medical home for newborns to the elderly. Decreased hypertension, management of diabetes, and a place where women feel comfortable returning for their annual well-woman exams are examples of the continuity of care and improved health resulting. MHCBC has played numerous and critical roles with a grass-roots Houston collaborative, Gateway to Care and its Provider Health Network (PHN) to recruit physicians, hospitals, and ancillary providers to provide specialty care to uninsured patients with incomes below 150% of poverty. With one in every four primary care visits requiring a referral to a specialist, the Provider Health Network serves as a bridge, connecting uninsured people to the specialty care they desperately need to get well. Recruiting is through numerous avenues-societies, insurance companies, etc.-to rally the resulting city-wide effort. The PHN has provided significant opportunities for our own medical staffs to participate in caring for the uninsured. The provision of an organized effort with a designated staff for monitoring referrals is welcomed by the medical community as they desperately want to be a part of a solution, but fear being overwhelmed. Community Clinic (private-not-for-profit and FQHC) Initiatives receive MHCBC funding and support to fill target population gaps by providing primary healthcare and chronic illness care to uninsured children and adults. Children at Risk: MHCBC supports a Policy Coordinator for a Food in Schools initiative with the goal of increasing participation in the Universal Free Breakfast program by connecting an additional 3,610 students to 649,728 meals. The Disease Management Program is a free program that reduces hospital visits by supplementing the patient-physician relationship to ensure patients with Congestive Heart Failure and Diabetes have medical homes, stay healthier in between appointments and are accountable for their own health. It serves 2,265 patients and is growing. Data indicates a cost savings from ER visits, observation and inpatient costs of $10,694,529. Project Fit is a noprofit, national grassroots organization that develops and promotes exemplary fitness programs for students, grades 2nd through 5th, within the school curriculum. MHCBC has a Project Fit site at Field Elementary and plans to expand this program as funding permits. Approximately 500 kids participate in the program.
Assessment of Community Needs for Healthcare Services 2	Form 990, Part III, Line 1	Memorial Hermann's navigation services inform patients of their eligibility for assistance under federal, state or local government programs or under Memorial Hermann's financial assistance policy. In 2008, MHCBC launched the ER Navigation program at Memorial Hermann as a response to the community need of educating patients on how to navigate through their existing resources, increasing access and using healthcare resources appropriately to reduce healthcare costs. Today, the ER Navigation program places a Community Health Worker (CHW) or "navigator" on-site in Memorial Hermann's three busiest emergency rooms to educate patients on the importance of identifying and using a consistent health home rather than relying on emergency rooms for their primary care. Patients eligible for the program are 18 months to age 65 who frequently use the ER for primary care and are uninsured or on Medicaid. Certified CHW training is offered by Memorial Hermann partner, Gateway to Care. CHWs gain the trust of patients by being familiar with the community's culture, language and values and by sharing their knowledge about local healthcare services and programs. CHWs identify clinics that are the best fit for an individual's location, income, language, work hours, bus routes and address issues that may push health care down the priority list--the need for food stamps, rental support and assistance with utilities. They provide patients with clinic referrals, make appointments, arrange transportation, share information and referrals to community and safety net programs, educate about qualifying for and using public benefits and other payment resources, serve as a liaison between the patient and providers and tackle other challenges to appropriate care. CHW's stress the importance of having a health home and provide support and guidance in making and keeping future health appointments. While navigators initially meet with patients during the ER visit, much of their work is done in follow-up, ensuring that a clinic appointment was made, was successful and assisting with the paperwork required for qualification for Medicaid, CHIP or county indigent programs. The primary goal of the ER Navigation program is to find an appropriate health home for patients and provide them with the resources to navigate through future medical concerns. A secondary goal is to reduce the time of delivery of services in cases of chronic and serious illnesses. Similar support of all Memorial Hermann Hospitals is also provided through the COPE (Care Management Community Program Eligibility) Program which provides empowering services for uninsured patients to improve their health and well being through education about and coordination with community health services. COPE targets patients who have repetitively been inpatients and ER patients and exhibit the need for one- on-one support to identify, access, and obtain services in their own community. Enrolling these populations into public benefits through all of these venues automatically increases their likelihood of obtaining regular primary and preventative care; the kind of care that ensures health and the potential for a prosperous future while concurrently eliminating the cost burden presently experienced by safety-net providers. Community Information: Memorial Hermann serves "greater Houston," a multi-county area along the Gulf Coast in southeast Texas-where several counties are without hospital district services. The 6th largest metropolitan area in the United States, greater Houston is one of the fastest growing with a population of 5.9 million-a 25.2% growth rate since the 1990 census. A source of strength in a global economy, Houston prizes its racial and ethnic diversity. According to U.S. Census 2010 estimates, Houston is 25.6% White, 43.8% Hispanic, 23.7% Black or African American, 0.7% Native American, and 6.2% Asian/Pacific Islander. Per capita income is $25,927. In Houston, 21% of all residents are living below the poverty line-20% higher than the rate for Texas. The largest employers in the community include: Memorial Hermann Healthcare System (19,500 employees); The University of Texas M.D. Anderson Cancer Center (15,000 employees); ExxonMobil (13,000 employees); Shell Oil Company (13,000 employees); and Kroger Company (12,000 employees). The Houston area has experienced a recent dip in the unemployment rate to below 8% which is still double what it was before the recession. Unfortunately, communities within the region are still facing 9% or higher unemployment. A staple in Houston, the healthcare industry remains one of the more stable industries in the region. This sector is projected to add 10,300 jobs in 2012. The greater Houston area is one of the hardest hit areas in the healthcare/uninsured crisis--thirty-one percent of Houston's residents are uninsured. In comparison, Texas's uninsured rate -- although the highest of all states --is 24.6% (one out of every four Texans is uninsured-more than six million Texans) and the national rate is 16.3%. Houston's fast-growing Hispanic population accounts for a large percentage of uninsured residents. In fact, even after healthcare reform is fully implemented, estimates are that 15% of Houston area residents will remain uninsured. This situation is exacerbated by state budget cutbacks decreasing funding to vital health programs and reducing Medicaid reimbursements. Memorial Hermann is committed to ensuring that the greater Houston community receives the healthcare it deserves. Health education and prevention and increased access to healthcare are vital to improving the overall health of residents whose leading causes of health issues mirror the nation's (heart disease, cancer, strokes, accidents, chronic respiratory disease and diabetes).
Assessment of Community Needs for Healthcare Services 3	Form 990, Part III, Line 1	Affiliated Health Care System: Memorial Hermann Healthcare System is the largest not-for-profit healthcare system in Texas and serves the greater Houston community through (11) hospitals, a vast network of affiliated physicians and numerous specialty programs and services. Life-saving facilities include: Memorial Hermann-Texas Medical Center, the teaching hospital for The University of Texas Medical School at Houston and home of one of the nation's busiest Level I trauma centers; (8) suburban hospitals; (3) premier Heart & Vascular Institutes; TIRR Memorial Hermann, one of the nation's top rehabilitation and research hospitals; Children's Memorial Hermann Hospital; the Memorial Hermann Sports Medicine Institute; the Mischer Neuroscience Institute; (9) Cancer Centers; (21) Imaging Centers; (27) sports medicine and rehabilitation centers; (12) diagnostic laboratories; PaRC, a substance abuse treatment center; (1) retirement/ nursing center; and (1) home health agency. Memorial Hermann operates the Life Flight air ambulance program and the city's only burn treatment center. Memorial Hermann Community Benefit Corporation (MHCBC) addresses the health needs of the community through the community service initiatives listed above. In January of this year, Memorial Hermann Healthcare System was the only hospital system in Houston and one of only two in Texas named one of the nation's top 15 health systems by Thomson Reuters, a leading provider of information and solutions to improve the cost and quality of healthcare. Memorial Hermann has 3,375 licensed beds; 19,500 full-time employees; 4,178 medical staff members; 1,324 physicians-in-training (residents and fellows), and 2,972 volunteers providing 380,768 hours. Memorial Hermann's annual services include: 131,002 admissions; 827,060 outpatient visits; 74,720 outpatient surgeries; 433,191 emergency visits; 24,174 deliveries; and 2,960 Life Flight air ambulance missions. In addition to life flight and the burn treatment center, Memorial Hermann operates the nation's first complete, citywide Chest Pain Center Network and the region's largest Stroke Network, offering the community faster access to life-saving care. Memorial Hermann takes a leadership role in regional efforts to improve the health and quality of life of the community. Community Education Initiatives are offered by Memorial Hermann Healthcare System at each of its 11 hospitals and PARC, its substance abuse treatment center. These initiatives offer free screenings and support groups to thousands of Houston residents seeking more information about his or her health. State Filing of Community Benefit Report: Memorial Hermann Healthcare System files a community benefit report in Texas that is available on the website http://communitybenefit.memorialhermann.org/about-us/.
Whistleblower Policy	Form 990, Part VI, Section B, Line 13	Memorial Hermann Community Benefits Corporation is committed to complying with all applicable laws and regulations. We support the efforts of federal and state authorities in identifying incidents of fraud and/or abuse and we have the necessary policies and procedures in place to prevent, detect, report and correct incidents of fraud and/or abuse in accordance with contractual, regulatory and statutory requirements. Recognizing the complexity of the various federal, state, and local laws regulating health care, Memorial Hermann Community Benefits Corporation (MHCBC) has adopted a Corporate Compliance Program. This Program is designed to assist the Board, the System and its employees, medical staff members, and independent contractors to maintain compliance through responsive educational programs, internal monitoring and reporting mechanisms, and compliance Standards of Conduct. Corporate Compliance is "Doing the Right Thing by following government regulations and the law." The MHCBC Compliance Program includes these 7 elements: A Compliance Officer and Committee: to oversee and advise the Compliance Program Compliance Policies and Procedures: to provide written guidance to help you do your job and demonstrate our commitment to compliance Compliance Training and Education: to ensure appropriate education on areas of legal and regulatory compliance Auditing and Monitoring: to conduct periodic and ongoing auditing and monitoring of high-risk areas and adherence to policies and procedures Corrective Action: to develop plans to resolve identified issues, prevent them from happening again and avoid the risk of the same or similar issues occurring in other areas, departments or facilities Disciplinary Guidelines: may be necessary to encourage prompt reporting of Compliance concerns, to ensure non-retaliation for reporting concerns and to encourage cooperation with compliance investigations Open Lines of Communication: to establish an open environment for reporting compliance concerns - a hotline is available to all employees to call to report compliance concerns and non-retaliation for reporting a compliance concern in good faith Available 24 hours a day, 7 days a week Anonymous and Confidential Callers making reports in good faith are protected from any form of retaliation or adverse action.
Form 5471 cat 5 filing	Form 5471	US Corporation with Form 5471 Category 5 Filing Requirement __________________________________________________________________________ Memorial Hermann Community Benefit Corporation EIN 68-0511504 Tax Year Ended 06/30/2012 Disclosure Statement Related to Forms 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, Filed on Behalf of the Taxpayer Under the constructive ownership rules of IRC Sections 958(a) and (b), if the taxpayer is required to file Forms 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, as a Category 5 filer with respect to certain controlled foreign corporations (CFCs). These filing requirements are or will be satisfied through the filing of Forms 5471 for Memorial Hermann Hospital System EIN 74-1152597 909 Frostwood Suite 2:100 Houston, Texas 77024 who has the same filing requirement.
Officer's hours devoted to related organizations	990 Part VII col B	Corporate officers, key employees, and highly compensated employees work an average of 50 hours per week for the reporting organization, related organizations included in Schedule R, and all other affiliated entities. ALL EMPLOYEES ARE PAID BY Memorial Hermann Hospital System OR AFFILIATE HEALTHCARE SYSTEM ENTITY AND NO TIME OR SALARY IS ALLOCATED. CORPORATE OFFICERS PERFORM ADMINISTRATIVE ACTIVITIES FOR MULTIPLE RELATED ENTITIES FOR WHICH NO INTERUNIT ALLOCATION OF TIME OR SALARY IS MADE. DIRECTORS ARE VOLUNTARY CITIZENS OF COMMUNITY WHO PERFORM THEIR DUTIES WITHOUT COMPENSATION FOR HOURS DEVOTED TO BOARD WORK.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2011

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

Memorial Hermann Community Benefits
Corporation

Employer identification number

68-0511504

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" on Form 990, Part IV, line 33.)

(a) Name, address, and EIN of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled organization
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) Memorial Hermann Healthcare System 909 Frostwood Suite 2100 Houston,TX77024 76-0025117	Healthcare	TX	501(c)3	11a I	NA		No
(2) Memorial Hermann Foundation 909 Frostwood Suite 2100 Houston,TX77024 74-1653640	Fund raising	TX	501(c)3	11a I	MHHCS		No
(3) Memorial Hermann Hospital System 909 Frostwood Suite 2100 Houston,TX77024 74-1152597	Healthcare	TX	501(c)3	3	MHHCS		No
(4) The Institute for Rehab and Research 909 Frostwood Suite 2100 Houston,TX77024 74-1334678	Healthcare	TX	501 (c)3	3	MHHS		No
(5) Memorial Hermann Medical Group 909 Frostwood Suite 2100 Houston,TX77024 20-4923281	Healthcare	TX	501 (c)3	3	MHHS		No
(6) MHS Physicians of Texas 909 Frostwood Suite 2100 Houston,TX77024 76-0385980	Healthcare	TX	501 (c)3	3	MHHS		No
(7) Memorial Hermann Information Exchange 909 Frostwood Suite 2100 Houston,TX77024 02-0684202	Healthcare	TX	501 (c)3	3	MHHS		No

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2011

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) The Woodlands POB III LP 909 Frostwood Suite 2100 Houston,TX77024 20-2184543	Managed Med Build	TX	na	related or exempt	0	0		No	0		No	0 %
(2) Memorial HermannUSP Surgery Ctr III LP 15305 Dallar Parkway Suite 1600 LB Addison,TX75001 20-0707543	Surgery Center	TX	na	related or exempt	0	0		No	0		No	0 %
(3) Memorial Hermann Surgery Center Katy LLP 15305 Dallas Parkway Suite 1600 LB Addison,TX75001 20-3360737	Surgery Center	TX	na	related or exempt	0	0		No	0		No	0 %
(4) MH Katy Rehab Hospital LLC 909 Frostwood suite 2100 houston,TX77024 26-3896057	medical services	TX	na	related or exempt	0	0		No	0		No	0 %

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership
(1) MHMD 909 Frostwood Suite 2100 Houston,TX77024 76-0074819	Claims Admin	TX	NA	C Corp	0	0	0 %
(2) Memorial Health Ventures 909 Frostwood Suite 2100 Houston,TX77024 74-2211474	Investments	TX	NA	C Corp	0	0	0 %
(3) MHEALTH INC 909 Frostwood suite 2100 Houston,TX77024 26-4419989	Insurance	TX	NA	C Corp	0	0	0 %
(4) Mhealth Insurance 909 Frostwood Suite 2100 Houston,TX77024 76-0646301	Insurance	TX	NA	C Corp	0	0	0 %
(5) Memorial Hermann Accountable Care Org 909 Frostwood Suite 2100 Houston,TX77024 80-0778181	Insurance	TX	NA	C Corp	0	0	0 %
(6) The Health Professionals Ins Company LTD Barclays House 3rd Floor Grand Cayman CJ	Insurance	CJ	NA	Foreign	0	0	0 %

Schedule R (Form 990) 2011

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35, 35A, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III or IV.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

h Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

m Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

n Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

o Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved	(d) Method of determining amount involved
(1) NA
(1)
(2)
(3)
(4)
(5)
(6)

Schedule R (Form 990) 2011

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2011

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: Provision of programs to improve the utilization of preventive medical services by the underserved population of Harris County.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a).....	3	13
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	11
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...	5	0
6	Total number of volunteers (estimate if necessary) ....	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b

Sign Here

	Signature of officer	Date

	Type or print name and title.


4a	(Code: ) (Expenses $ 1,927,086 including grants of $ ) (Revenue $ )
	4a. Memorial Hermann Health Centers for Schools Believing that encouraging healthy behaviors earlier would have a greater impact on the community in the future, MHCBC strategized to make a difference in community health by reaching out to the k-12th school population and breaking down the barriers that prevented this population from receiving regular care. Memorial Hermann Health Centers for Schools, established in 1995, offers access to primary medical and mental health services to more than 38,300 underserved children at 49 schools in the Greater Houston area. MHCBC partners with three school districts, Houston the largest in Texas, Pasadena and Lamar Consolidated, for its Health Centers for Schools program designed to provide a stable medical home for uninsured children and a secondary access point for insured children, k-12th grade. The program offers access to primary medical care, mental health counseling, social service referral, health education and nutrition counseling. Each of six clinics is staffed by a nurse practitioner, social worker, licensed vocational nurse and receptionist with physician oversight provided. A certified Community Health Worker (CHW) or navigator rotates among centers and assists parents with CHIP/Medicaid applications and provides social service, medical and dental referrals. A registered dietitian provides nutritional guidance. Services includes sick and injury care, general and sports physicals, immunizations, chronic care (asthma, obesity and cholesterol), mental health therapy and social service referrals, nutritional guidance and other care to meet students' needs. Typically located at a middle school with high numbers of uninsured students, centers are open year round, five days a week and serve students in the schools' designated elementary and high school feeder patterns. The primary goal of Health Centers for Schools is to bring increased health care to children who will otherwise not obtain it and to keep children healthy and in school so they can learn the skills they will need for a brighter future.

4b	(Code: ) (Expenses $ 528,116 including grants of $ ) (Revenue $ )
	4b. Memorial Hermann Mobile Dental Program Soon after Memorial Hermann opened the first Health Centers for Schools, parents began asking for dental services. The first Mobile Dental Clinic opened in 2000 and has served as a "dental home" to uninsured students at three Health Centers for Schools' sites for twelve years. A second Mobile Dental Clinic was added in 2011 and serves the three additional Health Centers for Schools' sites, thus a "dental home" is accessible for 38,300 students from 49 schools. The Mobile Dental Clinics are staffed by a dentist and one to two dental assistants who provide preventative and restorative dental services. All Mobile Dental Clinic services are provided at no cost to the students. The Clinic staff diagnoses dental problems and addresses dental cavities and other restorative work; provides the preventative work of cleanings, sealants and intensive education; and maintains a schedule of six-month recall post-treatment completion. The Dental Clinic team serves as the drivers, the cleaners, the clerks, the trusted educators, as well as the professional staff on 40-foot operatory vans. They have received the Texas Dental Association's Certificate of Merit Award for their efforts. The primary goal of the Mobile Dental Clinic is to provide children in need with regular dental care. The secondary goal is to educate children and families on the importance of proper dental care at home including making healthy food choices.

4c	(Code: ) (Expenses $ 1,869,609 including grants of $ 1,412,749 ) (Revenue $ )
	4c. Neighborhood Health Centers Neighborhood Health Centers are clinics staffed by nurse practitioners, open extended hours, strategically located near busy emergency centers and accept cash, Medicaid and Medicare. All charges are structured only slightly above actual costs. Designed to serve as a "medical home" to uninsured working families, centers provide 10,936 medical visits annually and include treatment of routine acute problems, preventative care and chronic conditions. Decreased hypertension, management of diabetes, and a place where women feel comfortable returning for their annual well-woman exams are examples of the continuity of care and improved health care resulting. Of the patients served each year, 61% are established.

	(Code: ) (Expenses $ 209,485 including grants of $ ) (Revenue $ )
	COPE

	(Code: ) (Expenses $ 23,062 including grants of $ ) (Revenue $ )
	ER Navigators

	(Code: ) (Expenses $ 301,700 including grants of $ 301,700 ) (Revenue $ )
	Support of Community Health Centers

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 534,247 including grants of $ 301,700 ) (Revenue $ )
4e	Total program service expenses$ 4,859,058

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) Paret Carol J Chief Community Benefit Office	50.0	X			0	505,871	73,482
(19) Reimer P Renee Chief Risk & Insurance Officer	50.0	X			0	400,448	46,435
(20) Stokes Charles D Chief Operating Officer	50.0	X			0	1,311,189	225,166
(21) Beckstett Douglas G Chief Human Resources Officer	50.0		X		0	918,878	43,589
(22) Garman Jim Chief Human Resource Officer	50.0		X		0	229,777	22,806
(23) Shabot M Michael MD Chief Medical Officer	50.0		X		0	1,210,558	152,925
(24) Chalajour Mahasti NP/PA MANAGER	50.0			X	118,385	0	13,450
(25) Furtado Albert Dentist	50.0			X	106,956	0	19,147
(26) Harris Teresa A NP/PA MANAGER	50.0			X	101,407	0	7,171
(27) Kimmey-Walker Lisa L NP/PA MANAGER	50.0			X	112,800	0	16,039
(28) Scott Ashley E NP/PA MANAGER	50.0			X	104,582	0	4,795

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	544,130	10,020,556	2,773,516

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	5,133,760	5,188,659
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	0	0
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	5,133,760	5,188,659
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	1,587,074	1,714,449
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	2,386,676	2,903,702
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 75,941
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	495,281	524,861
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	4,469,031	5,143,012
19	Revenue less expenses. Subtract line 18 from line 12.......	664,729	45,647
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	4,785,055	4,931,424
21	Total liabilities (Part X, line 26).............	197,300	298,022
22	Net assets or fund balances. Subtract line 21 from line 20.....	4,587,755	4,633,402

(A) Name and business address	(B) Description of services	(C) Compensation





2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 0

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		5,188,659
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			5,188,659
			Business Code
2a
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			0
3	Investment income (including dividends, interest
	and other similar amounts).....			0
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			0
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss)..........			0
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See Instructions....			5,188,659


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			0	1	0
2	Savings and temporary cash investments .......			0	2	0
3	Pledges and grants receivable, net .........			0	3	0
4	Accounts receivable, net .........			0	4	0
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........			0	5	0
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........			0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ............			0	9	0
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,127,413
b	Less: accumulated depreciation. .....	10b	487,796	554,457	10c	639,617
11	Investments—publicly traded securities ..........			0	11	0
12	Investments—other securities. See Part IV, line 11 ......			0	12	0
13	Investments—program-related. See Part IV, line 11 ..			0	13	0
14	Intangible assets .........			0	14	0
15	Other assets. See Part IV, line 11 ...........			4,230,598	15	4,291,807
16	Total assets. Add lines 1 through 15 (must equal line 34)...			4,785,055	16	4,931,424
17	Accounts payable and accrued expenses .			197,300	17	298,022
18	Grants payable ..........			0	18	0
19	Deferred revenue ..........			0	19	0
20	Tax-exempt bond liabilities ..........			0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.....			0	25	0
26	Total liabilities. Add lines 17 through 25.....			197,300	26	298,022
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			4,587,755	27	4,633,402
28	Temporarily restricted net assets .....			0	28	0
29	Permanently restricted net assets .....			0	29	0
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances .....			4,587,755	33	4,633,402
34	Total liabilities and net assets/fund balances .....			4,785,055	34	4,931,424