Attach to Form 990 or Form 990-EZ.
See separate instructions.| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) | (iv) Is the organization in col. (i) listed in your governing document? | (v) Did you notify the organization in col. (i) of your support? | (vi) Is the organization in col. (i) organized in the U.S.? | (vii) Amount of monetary support | |||
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| Yes | No | Yes | No | Yes | No | ||||
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Calendar year (or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (f) Total | |
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| 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. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (f) Total | |
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| 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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.).. | ||||||
| 11 | Total support (Add lines 7 through 10). | ||||||






Calendar year (or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513.. | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 6 | Total. Add lines 1 through 5. | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (f) Total | |
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| 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.).. | ||||||




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Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
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| Corporate Conflict of Interest Policy | Form 990, Part VI, Section B, Line 12c | Memorial Hermann Health System utilizes 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 | The process for determining compensation for the Organization's CEO and other top management is described below in the following four sections. *Compensation Philosophy *Components of Executive Compensation *Roles of Compensation Decision Makers *Summary Compensation Philosophy The Compensation Committee has established the following compensation philosophy. Accountable for Business Performance: Compensation should be tied to our long-term and short-term business strategies of each dimension of our business including, but not limited to, Quality & Safety, Service & Satisfaction, Operational Excellence, and Growth & People. Attract, Retain and Motivate: Compensation should reflect the competitive marketplace so the Company can attract, retain and motivate talented executives. Accountable for Individual & Business Unit Performance: Compensation should be tied to our individual and business unit performance. Comply with IRC Section 4958: Compensation programs and pay levels should be "Reasonable" within the definition of IRC Section 4958. Balanced Approach: We should balance any potential strategic, financial, operational and reputational risk with our pay-for-performance philosophy. Components of Executive Compensation Compensation Component - Base Salary Description - Fixed compensation component. Objectives - Attract, retain, and motivate executives by providing a competitive level of fixed compensation based on the executive's responsibilities. Compensation Component - Management Incentive Plan Description - Variable and annual performance-based compensation component. Target amounts for each executive are set by the Compensation Committee. Actual payouts may be less than or greater than the target amounts based on the Company's performance against its short-term goals. Goals are set at a significant "stretch" level such that target performance results in above median payouts. Objectives Align short-term performance with the goals of the Company. Ensure cost-effective and efficient use of Company assets by offering the appropriate amounts and mix of compensation. Compensation Component - Long-Term Incentive Plan Description Variable and three-year performance-based compensation component. Target amounts for each executive are set by the Compensation Committee. Actual payouts may be less than or greater than the target amounts based on the Company's performance against its long-term goals. Goals are set at a significant "stretch" level such that target performance results in above median payouts. Objectives Promote retention, advance pay-for-performance, and reinforce the link between the interests of the executive and the overall long-term success of the Company. Ensure cost-effective and efficient use of Corporate assets by offering the appropriate amounts and mix of compensation. Compensation Component - Deferred Compensation Plan Description - Program designed to promote retention and long-term success of Memorial Hermann by acting as a backstop for our performance-based programs. Objectives - Promote retention by tying the executive to Memorial Hermann for the vesting period. As part of his compensation package, the Compensation Committee presented the CEO and President, Mr. Wolterman, with a retention agreement. Per the terms of this agreement, he will receive a lump sum payment in July 2016. This lump sum payment is being accrued over the life of the retention agreement (July 2009 to July 2016). The 2012 accrual is included in Column C of Part II on the attached Form 990 Schedule J. If Mr. Wolterman voluntarily leaves prior to July 2016, he does not receive any portion of this lump sum payment. Under certain circumstances (e.g., death or disability), Mr. Wolterman, or his beneficiary, would be entitled to a prorated portion of this lump sum payment. All employees are paid by the Corporation or an affiliate health system entity and no time or salary is allocated. Corporate officers perform administrative activities for multiple related entities for which no inter-unit allocation of time or salary is made. The Directors of the Board are voluntary citizens of the community who perform their duties without compensation for hours devoted to Board work. Roles of Compensation Decisions Makers Role of Compensation Committee. The Compensation Committee, which currently consists of ten independent persons, is responsible for the development of the philosophy, policy and objectives that guide our executive pay programs as well as establishing our performance standards and determining the compensation of our senior executives, namely our President's Council. The Compensation Committee retains Towers Watson as their independent compensation consultant to assist the Compensation Committee in the continued development and evaluation of the Company's compensation policies and practices and the Committee's determination of compensation. The Compensation Committee has the sole authority to retain and terminate the independent compensation consultant and to review and approve the consultant's fees and other retention terms. Role of Board of Directors. The Board has retained the authority to approve new executive compensation plans and material amendments to existing executive compensation plans. It has delegated its authority with respect to other executive compensation matters to the Compensation Committee. The Board receives reports from the Compensation Committee on its actions and recommendations following every Compensation Committee meeting. Role of Management. Management provides data, analysis and recommendations for the Compensation Committee's consideration regarding the Company's executive compensation programs and policies and assists the Compensation Committee in carrying out its responsibilities. Management also provides information to the Compensation Committee's independent compensation consultant in connection with the consultant's role in advising the Compensation Committee. The CEO, CHRO and VP Compensation and Benefits typically attend the Committee meetings. The Compensation Committee also meets regularly in executive session outside the presence of management. While the Compensation Committee considers the recommendations of the CEO and the input received from its independent compensation consultant, all compensation decisions for our executives are made by the Compensation Committee. Role of Independent Compensation Consultant. The Committee retains an independent compensation consultant to perform the following duties. Conduct a comprehensive review of the total compensation provided to our executives related to competitive and comparable market practices. Ensure that our compensation programs provide total compensation opportunities that are reasonable for purposes of Intermediate Sanctions (IRC Section 4958). Assess competitiveness of our compensation programs with respect to Healthcare and general industry peer companies. Assist the Compensation Committee with its charter review. Review annual disclosures. Review compensation of "disqualified persons" whose compensation is subject to a reasonableness review under IRC Section 4958. Provide a letter to the Committee regarding the reasonableness of the compensation of our executives and other "disqualified persons" helping to create a rebuttable presumption of reasonableness with regard to executive compensation. Summary In summary, the process for determining compensation for our CEO and other top management balances input from various sources and ensures a focus on performance, risk management, compliance with IRC Section 4958 and our ability to attract, retain and motivate our executives. |
| 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 Health 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 Health System has individual members. |
| Election of Members | Form 990, Part VI, Section A, Line 7a | The members have the authority to annually elect board members of the organization and to fill any vacancies on the board whose terms have expired. |
| Decisions of Governing Body | Form 990, Part VI, Section A, Line 7b | The members have approval authority to approve amendments to, and repeal of the bylaws and certificate of formation, the purchase or sale of all or substantialy all assets of the organization, 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 Health 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 Health System corporate entities, we would consider doing so. |
| Review of Form 990 | Form 990, Part VI, Section B, Line 11b | MEMORIAL HERMANN HEALTH 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 | MHHS has established communication channels to report problems and concerns including a telephone Helpline. Employee partners are encouraged to report problems or concerns either anonymously or in confidence via the Helpline when they deem appropriate. The Helpline establishes an avenue for employee partners or interested parties to report suspected criminal activity, and illegal or unethical conduct occurring within the organization in the event other resolution channels are ineffective or the caller wishes to remain anonymous. The Corporate Compliance Helpline is administered by an outside service in order to protect the anonymity of callers to the Helpline if they so desire to remain anonymous. All those who are employed in the Helpline operation or contracted organizations administering the Helpline are expected to act with utmost discretion and integrity in assuring that information received is acted upon in a reasonable and proper manner. MHHS has established a strict non-retaliation policy to protect, from retaliation, employee partners and others who report problems and concerns in good faith. There shall be no retaliation against a MHHS employee, independent contractor, vendor, allied health professional or medical staff member for reporting or raising a question regarding MHHS's compliance with a law or regulation. Those reporting suspected non-compliance who wish to remain anonymous may do so if they so choose. All reports of suspected non-compliance will be addressed in a confidential manner. The Corporate Compliance Officer or designee will always strive to maintain confidentiality during the compliance review and investigation process; however there may be a point where the identity of a reporter may need to be revealed where appropriate. |
| 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 Health System does not have its financial accounts separately audited nor receive audited financial statements. For the consolidated entities of the Memorial Hermann Health 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 Health System is a part. |
| Tax Exempt Bonds | Form 990, Schedule K, Part 1 (f) | 2004A Bonds: Reimbursement or payment of routine capital costs incurred in connection with the construction of various improvements to and the acquisition of capital equipment for healthcare facilities of MHHS and Continuing Care and renovation of Memorial Hermann Hospital. Routine capital expenditures include the acquisition of land and additional equipment for existing hospital facilities, including, but not limited to, the upgrade of cardiac catheterization laboratories, renovation of nursing units and operating rooms, and installation and upgrade of CT scanners, MRIs, echocardiography systems and other imaging equipment at existing hospital facilities. The Bonds also financed the expansion of inpatient and outpatient facilities at Memorial Hermann Hospital including the expansion of operating rooms, women's services, imaging services and the neonatal intensive care unit at that hospital. 2008A Bonds: Refunded the maturities of the Series 1998 Bonds and pay costs of issuance of the Series 2008A Bonds. Expansion, renovation, and 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 1-10 & Eldridge Road and Highway 290 & FM 1960; Construction of proposed preventative health care facility and equipment at 7701-7737 Southwest Freeway; Construction and equipment for elderly care facilities at Southwest and Southeast. 2008D Bonds: Refunded the Series 2005 Bonds. Renovations of, additions (including elderly care facilities) to and equipment for inpatient/outpatient facilities at Highway 290 & FM 1960, formerly owned and operated by Pasadena Hospital inpatient/outpatient facilities at 1-10 & Eldridge Road, Spring Shadows Pines and the Wellness Center. 2010A Bonds: Refund the Series 1997B Bonds and pay costs of issuance of the Series 2010A Bonds. Renovation, equipment, and construction of elderly care facilities at Southwest & Southeast; renovation and equipment at Northwest; 100,000 sq. ft expansion at the Woodlands; prior acquisition of, renovation and equipment for Pasadena; construction in inpatient/outpatient facilities, equipment and elderly care facilities at 1-10 & Eldridge and Highway 290 & FM 1960. 2010B Bonds: Redeemed all of the Series 2001B Bonds and pay costs of issuance of the 2010B Bonds. 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 & FM 1960. 2013A Bonds: Bonds were issued to advance refund a portion of the Series 2004A Bonds and all of the Series 2008B bonds. Reimbursement or payment of routine capital costs incurred in connection with the construction of various improvements to and the acquisition of capital equipment for healthcare facilities of MHHS and Continuing Care and renovation of Memorial Hermann Hospital. Routine capital expenditures include the acquisition of land and additional equipment for existing hospital facilities, including, but not limited to, the upgrade of cardiac catheterization laboratories, renovation of nursing units and operating rooms, and installation and upgrade of CT scanners, MRIs, echocardiography systems and other imaging equipment at existing hospital facilities. The Bonds also financed the expansion of inpatient and outpatient facilities at Memorial Hermann Hospital including the expansion of operating rooms, women's services, imaging services and the neonatal intensive care unit at that hospital. 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 and Recovery Center, and the initial outpatient/inpatient primary healthcare facilities at SH 288 and FM 518, Pearland, Brazoria County. 2013B Bonds: Issued to refund the Series 2008C bonds and pay costs of issuance of the 2013B Bonds. 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 1-10 & Eldridge and at Highway 290 & FM 1960 including construction and equipping elderly care facilities at such sites; 4) construction and 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). 2013C Bonds: Issued to refund the Series 2008D-1 and pay costs of issuance of the 2013C Bonds. Renovations of, additions (including elderly care facilities) to and equipment for inpatient/outpatient facilities at Highway 290 & FM 1960, formerly owned and operated by Pasadena Hospital, inpatient/outpatient facilities at 1-10 & Eldridge Road, Spring Shadows Pines and the Wellness Center. 2013D Bonds: Refund Series 2008D-2 Bonds and pay costs of issuance for the Series 2013D Bonds. Renovations of, additions (including elderly care facilities) to and equipment for inpatient/outpatient facilities at Highway 290 & FM 1960, formerly owned and operated by Pasadena Hospital, inpatient/outpatient facilities at 1-10 & Eldridge Road, Spring Shadows Pines and the Wellness Center. |
| Changes in Net Assets or Fund Balance | 990 Part XI Reconciliation of Net Assets Line 5 | RECLASS OF FUND BALANCES OF AFFILIATED COMPANIES (7,738,746) CHANGE IN UNFUNDED PENSION Obligations 55,162,000 RECLASS OF CONTRIBUTIONS 22,100,000 CHANGE IN NONCONTROLLING INTERESTS 1,553,000 TOTAL CHANGES IN FUND BALANCES 71,076,254 |
| Board Medical Plan | 990 Part VII Directors | Our directors can purchase medical coverage, for themselves and their eligible family members, through our networks at 100% of the premium cost. |
| Changes to governing documents | Form 990, Part VI, Section A, Line 4 | IN CONNECTION WITH A CORPORATE GOVERANCE RESTRUCTURING, THE ORGANIZATION ADOPTED A RESTATED CERTIFICATE OF FORMATION EFFECTIVE JANUARY 3, 2013 AND AMENDED BYLAWS EFFECTIVE DECEMBER 31, 2012. THE ORGANIZATION SENT A "NO CHANGE" LETTER TO THE INTERNAL REVENUE SERVICE DESCRIBING THE GOVERNANCE RESTRUCTURING ON NOVEMBER 5, 2012. |
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