Attach to Form 990 or Form 990-EZ.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (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 listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| Total | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support Add lines 7 through 10. | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e | Discount claimed for blockage or other factors (explain in detail in Part VI): | |||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| 7 | Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions) | |||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2014 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2014 |
(iii) Distributable Amount for 2014 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2014 from Section C, line 6 |
||||
|
2
Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions) |
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| 3 Excess distributions carryover, if any, to 2014: | ||||
| a From 2009.......X | ||||
| b From 2010.......X | ||||
| c From 2011.......X | ||||
| d From 2012.......X | ||||
| e From 2013....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2014 distributable amount | ||||
|
i
Carryover from 2009 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2014 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2014 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
||||
|
6
Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
||||
|
7 Excess distributions carryover to 2015. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a From 2010.......X | ||||
| b From 2011.......X | ||||
| c From 2012.......X | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| Corporate Conflict of Interest Policy | 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. Memorial Hermann's conflicts of interest policy requires that Board members excuse themselves from discussions in which they have a conflict of interest. The policy also subjects Board members to disciplinary action if they are found to have violated the policy. |
| Compensation Determination | The process for determining compensation for the Organization's CEO and other Officers, Directors and Key employees is modeled after the requirements in the IRS Code Section 4958 to establish the presumption of reasonable compensation. Compensation was reviewed and approved in advance of being paid by a Compensation Committee of the Board of Memorial Hermann Health System. The Committee is comprised of individuals who have no conflict of interest. The Compensation Committee engages an independent third-party executive compensation consultant who provides comparable market data from published surveys and/or Form 990s of similar organizations. The compensation for each Officer, Director, and Key employee is determined based on the market data. The Compensation Committee conducted a review of the comparability data and documented its discussion and decisions in minutes that are retained with the Organization's other governance materials. Officers, Directors and Key employees of the organization undergo a review and Compensation Committee approval (as outlined above) on an annual-basis, and such approval is recorded in minutes. The executive compensation philosophy drives the strategy and design of Memorial Hermann's compensation package. The executive compensation philosophy is established and maintained by the Compensation Committee. The philosophy is as following: Executive 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. Compensation should reflect the competitive marketplace so the Company can attract, retain and motivate talented executives. Compensation should be tied to our individual and business unit performance. Compensation programs and pay levels should be "Reasonable" within the definition of IRC Section 4958. We should balance any potential strategic, financial, operational and reputational risk with our pay-for-performance philosophy. Based on the above philosophy, Memorial Hermann's executive total compensation package includes a mix of fixed compensation and variable compensation. The following components are included in the executive total compensation package: base salary, annual incentive plan, long term incentive plan and deferred compensation plan. In addition to the compensation components listed above , the CEO and President, Mr. Wolterman, has been provided 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 2014 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. |
| Oversight Review of Financial Statements | 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 | Memorial Hermann Health System has individual members. |
| Election of Members | 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 | 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 | 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 | 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 | 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 | 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 | 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. 2014A Bonds: The proceeds of the Bonds will finance a portion of the cost of various capital projects including the construction, expansion, renovation and replacement of, additions to, and/or the acquisition of sites and capital equipment for healthcare facilities of MHHS located or to be located in or near Houston, Texas, including substantial additions and other improvements to MHHS's Katy and Sugar Land hospitals, a new hospital in Pearland, and master plan improvements to and an expansion of MHHS's Texas Medical Center hospital and to pay costs of issuance for the Series 2014B Bonds. 2014B Bonds: The proceeds of the Bonds will finance a portion of the cost of various capital projects including the construction, expansion, renovation and replacement of, additions to, and/or the acquisition of sites and capital equipment for healthcare facilities of MHHS located or to be located in or near Houston, Texas, including substantial additions and other improvements to MHHS's Katy and Sugar Land hospitals, a new hospital in Pearland, and master plan improvements to and an expansion of MHHS's Texas Medical Center hospital and to pay costs of issuance for the Series 2014B Bonds. 2014C Bonds: The proceeds of the Bonds will finance a portion of the cost of various capital projects including the construction, expansion, renovation and replacement of, additions to, and/or the acquisition of sites and capital equipment for healthcare facilities of MHHS located or to be located in or near Houston, Texas, including substantial additions and other improvements to MHHS's Katy and Sugar Land hospitals, a new hospital in Pearland, and master plan improvements to and an expansion of MHHS's Texas Medical Center hospital and to pay costs of issuance for the Series 2014B Bonds. 2014D Bonds: The proceeds of the Bonds will finance a portion of the cost of various capital projects including the construction, expansion, renovation and replacement of, additions to, and/or the acquisition of sites and capital equipment for healthcare facilities of MHHS located or to be located in or near Houston, Texas, including substantial additions and other improvements to MHHS's Katy and Sugar Land hospitals, a new hospital in Pearland, and master plan improvements to and an expansion of MHHS's Texas Medical Center hospital and to pay costs of issuance for the Series 2014B Bonds. |
| Changes in Net Assets or Fund Balance | RECLASS OF FUND BALANCES OF AFFILIATED COMPANIES (13,945,145) CHANGE IN UNFUNDED PENSION LOSSES (34,496,000) RECLASS OF CONTRIBUTIONS 14,285,000 CHANGE IN NONCONTROLLING INTERESTS 3,661,000 TOTAL CHANGES IN FUND BALANCES (30,495,145) |
| Board Medical Plan | Our directors can purchase medical coverage, for themselves and their eligible family members, through our networks at 100% of the premium cost. |
| 990 Part VI Section A Line 5 | In March 2015, MHHS discovered the System was a victim of an embezzlement scheme which resulted in the theft of over $9 million over a 14 year period. The perpetrator was arrested and subsequently confessed and pleaded guilty to the crime. Several steps were taken by MHHS to prevent future embezzlement. These steps included review of internal controls and implementation of additional segregation of duties regarding issuing and receiving service purchase orders, additional rigor surrounding employee background checks, fraud detection training and an external fraud risk assessment and analysis. These actions should prevent future occurrences of fraud transactions. |
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