2020-07-15T18:34:02-05:00 2019-06-30 990 2018-07-01 800778181 Memorial Hermann Accountable Care Organization % SYSTEM TAX DEPARTMENT MEMO 7133384552 929 Gessner Rd Suite 1900 Houston TX 77024 BRIAN DEAN EVP & CFO 7133384552 2020-06-23 198.22.24.50 79638520201975000002 2020-07-15 P 655E939BAC987FBC2D400DFE1CA8FB6DAED6F11F 02F0DFBAA1DB6AE73D52C0EF6CC82C2D377A7103 2018 2021-09-10 13:11:23Z JAMES J MCCARTHY MD 929 Gessner Rd Ste 1900 Houston TX 77024 18322004 false X www.memorialhermann.org/aco/ X 2012 TX Memorial Hermann Accountable Care Organization is dedicated to promoting social welfare by achieving the goal of the Medicare Shared Savings Program. 7 2 0 0 0 0 0 20238184 18322004 0 0 0 0 20238184 18322004 0 0 0 0 508343 463063 0 0 0 20296882 18141855 20805225 18604918 -567041 -282914 8128352 4806304 3963319 924185 4165033 3882119 X MEMORIAL HERMANN ACCOUNTABLE CARE ORGANIZATION (MHACO) IS DEDICATED TO PROMOTING SOCIAL WELFARE BY ACHIEVING THE GOALS OF THE THREE-PART AIM OF THE MEDICARE SHARED SAVINGS PROGRAM: LOWER COST, IMPROVED CARE, AND BETTER HEALTH. MHACO SEEKS TO IMPROVE HEALTH CARE FOR INDIVIDUALS BY (1) INVESTING IN THE PRIMARY CARE PHYSICIANS WHO ARE DIRECTLY ACCOUNTABLE FOR THE PATIENT POPULATION, (2) INVESTING IN TECHNOLOGY INNOVATIONS AND HEALTH CARE PROCESSES MANAGEMENT, POPULATION MANAGEMENT, AND HIGH-RISK PATIENT IDENTIFICATION, AND (3) LOWERING THE GROWTH OF EXPENDITURES BY DRIVING HIGH QUALITY, CONSISTENT CARE THROUGH MHACOS NETWORK OF CARE PROVIDERS, HOSPITALS, AND OTHER HEALTHCARE FACILITIES. AS A RESULT, MHACO IS ADVANCING HEALTH AND SOCIAL WELFARE OF THE COMMUNITY BY SEAMLESSLY BRIDGING CARE DELIVERY, PHYSICIANS AND HEALTH SOLUTIONS. false false 18604918 18322003 At Memorial Hermann, we believe that healthcare providers should be accountable for the care they deliver. Memorial Hermann Accountable Care Organization (MHACO) is committed to delivering high-quality care in a cost-effective manner. In addition to the health system's 13 hospitals, numerous specialty institutes and advanced outpatient facilities, MHACO consists of a network of affiliated physicians that unite independent and employed physicians of every specialty throughout the Houston area in a common commitment to quality and accountability. These physicians practice evidence-based medicine proven to result in better clinical outcomes and shorter hospital stays-as well as cost savings for healthcare consumers. At Memorial Hermann, we're advancing health in our community by seamlessly bridging care delivery, physicians and health solutions. Our hospitals and affiliated physicians utilize information technology and specialized tools to increase care effectiveness and safety while getting patients more engaged in managing their health. Through a process called clinical integration, these healthcare providers share information about patient care with each other. This allows them to deliver care that is more coordinated and therefore, more cost-effective. Each healthcare provider treating a patient receives a more complete picture of that patient's health so physicians and patients can make better, more informed healthcare decisions. In addition to delivering care that leads to shorter hospital stays, MHACO physicians aim to keep patients out of the hospital in the first place. Through the use of preventive medicine and a team-based, proactive approach, MHACO physicians can identify patients at risk of illness before they become ill. For patients with chronic conditions, MHACO offers a full continuum of care that leads to better clinical outcomes and controls healthcare costs. MHACO provided care to more than 40,000 Medicare beneficiaries during the fiscal year through the Medicare Shared Savings Program. Care Coordination teams focuses efforts on discharge planning and follow-up needs for any patient assigned to the ACO and admitted in a Memorial Hermann hospital as an in-patient. MHACO utilizes data analytics to provide meaningful actionable information to physicians. MHACO's goal is to improve the health of the Greater Houston community through increased access, lower costs, and improved care. According to CMS reports, Memorial Hermann Accountable Care Organization was the top performing MSSP ACO in terms of generated savings for performance years 2013, 2014, 2015, #8 out of 432 in 2016, #11 of 472 in 2017, and #24 of 548 in 2018. 18604918 false false false false false false false false false false false false true true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true false false true X 56 0 true 0 false false false false false false false false false false false false X 7 2 false false false false true true true true true false false true true true true true true false false false X SYSTEM TAX DEPARTMENT 7133384552 929 GESSNER RD STE 1900 Houston TX 77024 Charlotte B Alexander MD Director 1.0 40.0 X 0 382011 0 Deborah M Cannon Director 1.0 0.0 X 0 0 0 Ankur A Doshi MD Director 1.0 0.0 X 0 48333 0 Jon R Gogola MD Director 1.0 40.0 X 0 120857 0 Grover G Jackson Director 1.0 0.0 X 0 0 0 J Kevin Giglio MD Director 1.0 0.0 X 0 163168 0 Charles D Stokes Ex Officio 1.0 40.0 X 0 2486497 339471 Charles A Bumpass SVP, Chief Compliance Officer 1.0 40.0 X 0 451524 55107 James McCarthy President & CEO 1.0 40.0 X 0 619943 136090 Carrol E Aulbaugh EVP, CFO - Former 1.0 40.0 X 0 1035473 194725 Deborah Gordon EVP, CAO & CLO 1.0 40.0 X 0 1119229 169022 Brian Dean EVP & CFO 1.0 40.0 X 0 1276163 180463 0 7703198 1074878 0 false true false UT Physicians 6410 Fannin Street Suite 1500 HOUSTON TX 77030 Contract Services 525000 Inpatient Consultants of Texas 4545 Post Oak Place 130 HOUSTON TX 77027 Consulting 713074 United Inpatient Providers LLC 11914 Astoria Blvd Ste 590 HOUSTN TX 77089 Contract Services 541718 UT Health science Center Houston 6431 Fannin MSB 3264 HOUSTON TX 77030 Contract Services 138825 Hospitalist Medicine Physicians of PO Box 740567 LOS ANGELES CA 90074 Contract Services 561193 6 0 MEDICARE SHARED SAVINGS PROGRAM 900099 14499448 14499448 CARE COORDINATION AND MANAGEMENT 900099 3822556 3822556 18322004 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 18322004 18322004 0 0 0 0 0 0 373438 373438 0 89625 89625 0 0 0 0 0 0 0 18034013 18034013 0 18397 18397 64098 64098 0 0 12595 12595 0 3030 3030 0 0 0 0 0 0 LICENSING 5756 5756 SPECIAL FUNCTIONS 3966 3966 18604918 18604918 0 0 -88700 -22239 0 0 0 0 0 540 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 8217052 4828003 8128352 4806304 35326 61059 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3927993 863126 3963319 924185 X 4165033 3882119 0 0 0 0 4165033 3882119 8128352 4806304 -282914 X false true X true false INTERCOMPANY RECEIVABLE 4828003 4828003 0 ACCRUED CARE COORDINATION AND MANAGEMENT 863126 863126 X Form 990 Schedule D Part X Line 2 AT JUNE 30, 2019 AND 2018, MEMORIAL HERMANN ACCOUNTABLE CARE ORGANIZATION MANAGEMENT HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION IN THE ACCOMPANYING CONSOLIDATED BALANCE SHEETS. X X X X X false true false false false false false true false Charlotte B Alexander MD Director 0 261573 0 54242 0 66196 0 0 0 0 0 382011 0 0 J Kevin Giglio MD Director 0 163168 0 0 0 0 0 0 0 0 0 163168 0 0 Charles D Stokes Ex Officio 0 1190099 0 991413 0 304985 0 0 0 0 0 2486497 0 161356 Charles A Bumpass SVP, Chief Compliance Officer 0 255657 0 143113 0 52754 0 0 0 0 0 451524 0 18120 James McCarthy President & CEO 0 499711 0 97448 0 22784 0 0 0 0 0 619943 0 0 Carrol E Aulbaugh EVP, CFO - Former 0 654303 0 347501 0 33669 0 0 0 0 0 1035473 0 0 Deborah Gordon EVP, CAO & CLO 0 610513 0 414728 0 93988 0 0 0 0 0 1119229 0 69420 Brian Dean EVP & CFO 0 683283 0 489600 0 103280 0 0 0 0 0 1276163 0 70192 Form 990 Schedule J Line 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: MEMORIAL HERMANN HEALTH SYSTEM SPONSERS TWO SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS; MEMORIAL HERMANN SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP); EXECUTIVE DEFERRED COMPENSATION PLAN (EDCP). THE FOLLOWING INDIVIDUAL(S) PARTICIPATED IN AND/OR RECEIVED PAYMENTS (NOTED IN PARENTHESIS FOR SERP AND EDCP RESPECTIVELY) FROM MEMORIAL HERMANN HEALTH SYSTEM'S SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN DURING THE TAX YEAR: CHARLES STOKES ($79,415.92/$161,355.68); DEBORAH GORDON ($0/$69,420.31); BRIAN DEAN ($0/$70,191.66). FORM 990 SCHEDULE J PART I LINE 7 MEMORIAL HERMANN HEALTH SYSTEM HAS TWO INCENTIVE PROGRAMS IN WHICH CERTAIN MANAGEMENT INDIVIDUALS MAY PARTICIPATE, THE MANAGEMENT INCENTIVE BONUS AND LONG TERM INCENTIVE PLAN. THE MANAGEMENT INCENTIVE BONUS IS AN ANNUAL INCENTIVE DESIGNED TO ATTRACT AND RETAIN KEY LEADERS AND ESTABLISH GREATER ACCOUNTABILITY AND ALIGNMENT TO BUSINESS PERFORMANCE. PAYMENT AMOUNT TARGETS ARE BASED UPON A PERCENTAGE OF BASE SALARY, DEVELOPED BY INDEPENDENT THIRD PARTY EXPERTS. MEMORIAL HERMANN'S COMPENSATION COMMITTEE AND GOVERNING BOARD HAS FINAL DISCRETION WHETHER TO AWARD AMOUNTS TO INDIVIDUALS AND TO ADJUST THE PAYMENT AT THEIR SOLE DISCRETION. THE LONG TERM INCENTIVE PLAN IS BASED ON A THREE-YEAR PERFORMANCE PLAN, WHICH REWARDS KEY SENIOR LEADERS BY ALIGNING THEIR COMPENSATION TO STRATEGIC INITIATIVES OF MEMORIAL HERMANN. PERFORMANCE TARGETS ARE BASED UPON A PERCENTAGE OF THE INDIVIDUAL'S BASE SALARY AND ARE DEVELOPED BY INDEPENDENT THIRD PARTY EXPERTS USING MARKET COMPETITIVE DATA WITHIN THE GUIDES OF REASONABLENESS. AT THE END OF A THREE-YEAR PERIOD, MEMORIAL HERMANN'S COMPENSATION COMMITTEE REVIEWS PERFORMANCE AGAINST GOALS TO DETERMINE APPROPRIATE PAYOUT. MEMORIAL HERMANN'S COMPENSATION COMMITTEE AND GOVERNING BOARD HAS FINAL DISCRETION WHETHER TO AWARD AMOUNTS TO INDIVIDUALS AND TO ADJUST THE PAYMENT AT THEIR SOLE DISCRETION. Form 990 Part VI Section A Line 6 Memorial Hermann Accountable Care Organization has as its sole member Memorial Hermann Health System. Form 990 Part VI Section A Line 7A THE CORPORATION'S MEMBERS SHALL HAVE SUCH POWERS, EXERCISE SUCH RIGHTS AND PERFORM SUCH DUTIES AS MEMBERS OF THE CORPORATION AS MAY BE REQUIRED BY APPLICABLE LAW OR BY EXPRESS PROVISION OF THE CERTIFICATE OF FORMATION OR ITS BYLAWS, AND THE MEMBERS SHALL HAVE NO OTHER POWERS, RIGHTS, OR DUTIES. THE MEMBERS SHALL ELECT DIRECTORS TO FILL ANY EXISTING OR SOON TO BE EXISTING VACANCY OCCURRING IN THE BOARD OF DIRECTORS. Form 990 Part VI Section A Line 7B THE FOLLOWING MATTERS ARE RESERVED TO THE CORPORATION'S MEMBERS AND SHALL REQUIRE THE AFFIRMATIVE ACTION OF THE MEMBERS TO BE EFFECTIVE: ANY AMENDMENT TO OR RESTATEMENT OR REPEAL OF THE CERTIFICATE OF FORMATION; ANY AMENDMENT TO OR RESTATEMENT OR REPEAL OF THESE BYLAWS; THE SALE, TRANSFER, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION AND ITS AFFILIATES; THE MERGER OF THE CORPORATION INTO, OR THE CONSOLIDATION OF THE CORPORATION WITH, ANY OTHER ENTITY; OR, THE DISSOLUTION OF THE CORPORATION. Form 990 Part VI Section B Line 11B THE FORM 990 IS PREPARED AND REVIEWED BY MEMORIAL HERMANN SYSTEM TAX DEPARTMENT. THE SYSTEM TAX DEPARTMENT WORKS WITH OTHER DEPARTMENTS THROUGHOUT THE ORGANIZATION TO OBTAIN THE INFORMATION NEEDED TO COMPLETE THE FORM 990. UPON COMPLETION, THE FORM 990 IS REVIEWED BY THE ORGANIZATION'S CHIEF FINANCIAL OFFICER, CHIEF ACCOUNTING OFFICER, AND/OR OTHER KEY OFFICERS. A COMPLETE COPY OF THE FORM 990 IS THEN PROVIDED TO EACH MEMBER OF THE GOVERNING BODY PRIOR TO FILING THE FORM 990. Form 990 Part VI Section B Line 12C Memorial Hermann Accountable Care Organization follows the conflict of interest disclosure process adopted by its sole member, Memorial Hermann Health System. Memorial Hermann Health System 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. Memorial Hermann Health System'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. Form 990 Part VI Section B Line 15 THE COMPENSATION COMMITTEE OF THE MEMORIAL HERMANN BOARD OF DIRECTORS RETAINS THE ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF EXECUTIVE COMPENSATION. THE COMMITTEE IS COMPRISED OF INDIVIDUALS WHO ARE NOT EMPLOYED BY MEMORIAL HERMANN, AND HAVE NO CONFLICTING INTERESTS. THE PROCESS FOR DETERMINING COMPENSATION FOR THE ORGANIZATION'S CEO AND DISQUALIFIED PERSONS IS MODELED AFTER THE REQUIREMENTS IN IRC SECTION 4958 TO ESTABLISH THE PRESUMPTION OF REASONABLE COMPENSATION. THE COMPENSATION COMMITTEE REVIEWS AND APPROVES THE TOTAL REMUNERATION FOR THE ORGANIZATION'S DISQUALIFIED PERSONS IN ADVANCE OF BEING PAID. ON AN ANNUAL BASIS, THE COMPENSATION COMMITTEE ENGAGES AN INDEPENDENT THIRD-PARTY EXECUTIVE COMPENSATION CONSULTANT WHO USES COMPARABLE MARKET DATA FROM PUBLISHED SURVEYS AND/OR FORMS 990 OF SIMILAR ORGANIZATIONS TO PERFORM A COMPETITIVE ANALYSIS AND WRITE AN OPINION LETTER REGARDING THE COMPETITIVE POSITION OF MEMORIAL HERMANN'S DISQUALIFIED PERSONS. THE COMPENSATION COMMITTEE REVIEWS THE COMPARABILITY DATA AND OPINION LETTER, AND DOCUMENTS ITS DISCUSSION AND DECISIONS IN MINUTES THAT ARE RETAINED WITH THE ORGANIZATION'S OTHER GOVERNANCE MATERIALS. THE ANALYSIS IS PERFORMED ANNUALLY AND IT INCLUDES THE PRESIDENT AND CEO, ALL EXECUTIVE VICE PRESIDENTS AND SENIOR VICE PRESIDENTS OF THE ORGANIZATION, AS WELL AS FAMILY MEMBERS OF DISQUALIFIED PERSONS WHO ARE EMPLOYED BY MEMORIAL HERMANN. Form 990 Part VI Section C Line 19 CERTAIN DOCUMENTS OF THE ORGANIZATION ARE AVAILABLE TO THE PUBLIC THROUGH THE TEXAS SECRETARY OF STATE, SUCH AS THE ORGANIZATION'S CERTIFICATE OF FORMATION AND ANY AMENDMENTS THERETO. THE ORGANIZATION IS INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS, WHICH ARE ATTACHED TO THE FORM 990 AND ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. THE ORGANIZATION'S OTHER GOVERNING DOCUMENTS AND CONFLICTS OF INTEREST POLICY ARE NOT MADE AVAILABLE TO THE PUBLIC. FORM 990 PART IX LINE 11G DESCRIPTION:ADMINISTRATIVE SERVICES MGMT TOTAL FEES:18034013 Memorial Hermann Foundation 929 Gessner Rd Ste 1900 Houston TX 77024 741653640 Fundraising TX 501(C)(3) 12A I MHHS false Memorial Hermann Health System 929 Gessner Rd Ste 1900 Houston TX 77024 741152597 Healthcare TX 501(C)(3) 3 NA false Memorial Hermann Medical Group 929 Gessner Rd Ste 1900 Hoouston TX 77024 204923281 PHYSICIAN SVC TX 501(C)(3) 10 MHHS false Memorial Hermann Community Benefits Corp 929 Gessner Rd Ste 1900 Houston TX 77024 680511504 COMMUNITY TX 501(C)(3) 10 MHHS false MHS Physicians of Texas 929 Gessner Rd Ste 1900 Houston TX 77024 760385980 PHYSICIAN SVC TX 501(C)(3) 3 MHHS false Memorial Hermann Information Exchange 929 Gessner Rd Ste 1900 Houston TX 77024 020684202 POP HEALTH TX 501(C)(3) 3 MHHS false Memorial Hermann Pharmacy Services LLC 929 Gessner Rd Ste 1900 Houston TX 77024 202184459 PHARMACY TX 501(c)(3) 10 MHHS false MHUSP Surgery Centers III LLP 15305 Dallas Prky Ste 1600 LB 28 Addison TX 75001 200707543 AMB SURGERY CNTR TX na MH Katy Rehab Hospital 929 Gessner Rd Ste 1900 Houston TX 77024 263896057 REHABILITATION TX na MHUSP Surgery Centers IV LLP 15305 Dallas Pkwy Ste 1600 Lb 28 Addison TX 75001 208575266 AMB SURGERY CNTR TX na MH EMERUS JV LLC 8686 NEW TRAILS DR STE 100 Houston TX 77024 821739402 EMERGENCY SERVICE TX NA MH SURGERY CRT KATY LLP 15305 Dallas Pkwy Ste 1600 LB 28 Addison TX 75001 203360737 AMB SURGERY CNTR TX NA MH SURGERY CTR MEMORIAL CITY LLC 15305 Dallas Pkwy Ste 1600 LB 28 Addison TX 75001 264276930 AMB SURGERY CNTR TX NA MH SURGERY CTR TEXAS MEDICAL CENTER LLP 15305 Dallas Pkwy Ste 1600 LB 28 Addison TX 75001 203233666 AMB SURGERY CNTR TX NA MH SURGERY CENTER THE WOODLANDS 15305 Dallas Pkwy Ste 1600 LB 28 Addison TX 75001 201765863 AMB SURGERY CNTR TX NA The Health Professionals Ins Company LTD Barclays House 3rd Floor Grand Cayman CJ INVESTMENT CJ na Foreign MHMD 929 Gessner Rd Ste 1900 Houston TX 77024 760074819 INTEGRATED PN TX na C Corp Memorial Hermann Health Solutions 929 Gessner Rd Ste 1900 Houston TX 77024 264419989 Insurance TX na C Corp Memorial Hermann Health Insurance Co 929 Gessner Rd Ste 1900 Houston TX 77024 760646301 Insurance TX na C Corp Memorial Hermann Health Plan Inc 929 Gessner Rd Ste 1900 Houston TX 77024 462707092 Insurance TX NA C Corp Memorial Hermann Health Plan Holdings LL 929 Gessner Rd Ste 1900 Houston TX 77024 812971502 Insurance TX NA C Corp MH Commercial Health Plan Inc 929 Gessner Rd Ste 1900 Houston TX 77024 206680981 Insurance TX na C Corp Memorial Hermann Ventures LLC 929 Gessner Rd Ste 1900 Houston TX 77024 825207571 HOLDING COMPANY TX na C Corp false false false false false false false false false false false false false true true true true true MHMD O 96150 GAAP MHMD Q 3840155 GAAP Memorial Hermann Health System O 333705 GAAP Memorial Hermann Health System P 7824521 GAAP Memorial Hermann Health System Q 17353965 GAAP Memorial Hermann Health System R 28226616 GAAP Memorial Hermann Health System S 13354188 GAAP