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. See separate instructions.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
Memorial Hermann Hospital System
Employer identification number
74-1152597
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.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
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.)
10
11
e
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).
f
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
..................................................
g
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
No
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)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
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).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
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..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
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
......................
b
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
.....................
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
..................................................
b
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
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2011
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.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
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...
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.).
14
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.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
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
..........
b
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
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2011
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 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.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
Memorial Hermann Hospital System
Employer identification number
74-1152597
Identifier
Return Reference
Explanation
Corporate Conflict of Interest Policy
Form 990, Part VI, Section B, Line 12c
Memorial Hermann Hospital System utilizes a conflict of interest surveys 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.
Compensation Determination
Form 990, Part VI, Section B, Line 15a and 15b
Describe the process for determining compensation for the corporate officers and key employees of the organization. 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 THE COMMUNITY WHO PERFORM THEIR DUTIES WITHOUT COMPENSATION FOR HOURS DEVOTED TO BOARD WORK.
Oversight Review of Financial Statements
Form 990, Part XII, Line 2c
Does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of independent accountant? 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. 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.
Members of Organization
Form 990, Part VI, Section A, Line 6
Memorial Hermann Hospital System has as its sole member Memorial Hermann Healthcare System, both of which are a 501(c)(3) non-profit entity.
Election of Members
Form 990, Part VI, Section A, Line 7a
The member has the authority to annually elect the board members of the organization and to terminate and replace them at its discretion.
Decisions of Governing Body
Form 990, Part VI, Section A, Line 7b
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.
Disclosure of Organizational Documents
Form 990, Part VI, Section C, Line 19
Describe how the organization makes its governing documents, conflict of interest policy, and financial statements available to the public. 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.
Review of Form 990
Form 990, Part VI, Section B, Line 11b
MEMORIAL HERMANN HOSPITAL SYSTEM 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.
Whistleblower Policy
Form 990, Part VI, Section B, Line 13
Memorial Hermann Hospital System (MHHS) 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, MHHS 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 MHHS 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
Audited Financials
Form 990, Part IV, Line 12
Did the organization receive an audited financial statement for the year for which it is completing this return that was prepared in accordance with GAAP? The Hospital System does not have its financial accounts separately audited nor receive audited financial statements. For the consolidated entities of the Memorial Hermann Healthcare System and its affiliates an independent audit is conducted and audited financial statements are prepared according to GAAP by an independent accounting firm, of which the financial accounts of the Hospital System is a part.
Tax Exempt Bonds
Form 990, Schedule K, Part 1 (f)
2004 A Bond - Renovations and replacements of, additions to and equipment for Hermann including Children's, Southwest including affiliated long-term acute facility, Southeast, Northwest, Memorial City, The Woodlands, & Katy, MHCC Hospital , Spring Shadows Pines, Prevention & Recovery Center and the initial outpatient/inpatient primary healthcare facilities at SH 288 and FM 518, Pearland, Brazoria County. 2008 B Bond - Renovations and replacements of, additions to and equipment for Hermann including Children's, Southwest including affiliated long-term acute facility, Southeast, Northwest, Memorial City, The Woodlands, & Katy, MHCC Hospital Spring Shadows Pines, Prevention & Recovery Center and the initial outpatient/inpatient primary healthcare facilities at SH 288 and FM 518, Pearland, Brazoria County. 2008 A Bond - Expansion, renovation & equipment for Southwest, Southeast, Northwest, The Woodlands, Hermann, Pasadena, memorial City, Rehabilitation Hospital, Spring Shadows Glen & Spring Shadows Pines; Construction of inpatient/outpatient facilities, equipment and elderly care facilities at I-10 & Eldridge Road and Highway 290 & FM 1960; Construction of proposed preventative health care facility and equipment at 7701-7737 Southwest Freeway; Construction & equipment for elderly care facilities at Southwest & Southeast. 2008 C Bond - Previously financed projects: (1) the construction and renovation of Northwest, excluding the chapel therein; (2) the construction and renovation of The Woodlands; (3) construction and renovation of inpatient/outpatient facilities at I-10 & Eldridge and at Highway 290 & FM 1960 including construction and equipping elderly care facilities at such sites; (4) construction/renovation at Southeast and Southwest including construction of elderly care facilities and 544 parking spaces at Southeast; (5) reimbursement/payment of capital equipment for Southwest, Southeast, Northwest, The Woodlands and facilities in (3) and (4). 2008 D Bond - Renovations of, additions (including elderly care facilties) to and equipment for inpatient/outpatient facilities at Highway 290 & FM 1960, formerly owned & operated Pasadena Hospital, inpatient/outpatient facilities at I-10 & Eldridge Road, Spring Shadows Pines and the Wellness Center. 2010 A Bond - Renovation, equipment & construction of elderly care facilities at Southwest & Southeast; Renovation & Equipment at Northwest; 100,000 sq ft expansion at The Woodlands; Prior acquisition of, renovation & equipment for Pasadena; Construction of inpatient/outpatient facilities, equipment and elderly care facilities at I-10 & Eldridge and Highway 290 & FM 1960 2010 B Bond-Renovations of, additions (including elderly care facilities) to and equipment for acute care hospitals, Rehabilitation Hospital & Spring Shadows Glen and the proposed inpatient/outpatient facilities at Highway 290 and FM 1960.
Officers hours devoted to related organizations
990 Part VII, Section A. 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.
Changes in Net Assets or Fund Balance
990 Part XI Reconciliation of Net Assets Line 5
RECLASS OF FUND BALANCES OF AFFILIATED COMPANIES (24,892,575) CHANGE IN UNFUNDED PENSION LOSSES (46,548,000) RECLASS OF CONTRIBUTIONS 8,050,000 CHANGE IN NONCONTROLLING INTERESTS 1,682,000 TOTAL CHANGES IN FUND BALANCES (61,708,575)
Board Medical Plan
Pt VII Directors
Our directors can purchase medical coverage, for themselves and their eligible family members, through our networks at 100% of the premium cost.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.