2012-08-13T16:05:39-05:00 2011-09-30 ERNST & YOUNG US LLP 1401 MCKINNEY SUITE 1200 HOUSTON TX 77010 990 2010-10-01 202380599 TEXAS CHILDREN'S HOSPITAL FOUNDATION TEXA 8328242982 6621 FANNIN ST HOUSTON TX 77030 BENJAMIN MELSON 8328242982 2012-08-13 0 7137501500 2010 2016-02-24 21:20:13Z BENJAMIN MELSON 6621 FANNIN ST HOUSTON TX 77030 91500739 0 X WWW.TEXASCHILDRENS.ORG X 2005 TX THE FOUNDATION IS ORGANIZED AND OPERATED EXCLUSIVELY FOR THE BENEFIT OF TEXAS CHILDREN'S HOSPITAL, AND FULFILLS THIS MISSION BY PROVIDING FINANCIAL SUPPORT TO THE HOSPITAL FOR ITS KEY INITIATIVES. 8 7 0 0 315409 0 0 0 0 0 49769693 26824777 0 0 49769693 26824777 0 0 0 0 0 0 0 0 0 6743399 6578979 6743399 6578979 43026294 20245798 1487193515 1371144754 173350694 176395763 1313842821 1194748991 THE FOUNDATION IS ORGANIZED AND OPERATED EXCLUSIVELY FOR THE BENEFIT OF TEXAS CHILDREN'S HOSPITAL, AND FULFILLS THIS MISSION BY PROVIDING FINANCIAL SUPPORT TO THE HOSPITAL FOR ITS KEY INITIATIVES. 0 0 6578979 THE TEXAS CHILDREN'S HOSPITAL FOUNDATION, IN FULFILLING ITS PURPOSE OF SUPPORTING TEXAS CHILDREN'S HOSPITAL ACTIVELY MANAGES INVESTMENTS FOR THE HOSPITAL TO GENERATE SUPPORT FUNDS. THE FUNDS ARE SPECIFICALLY IN SUPPORT OF TEXAS CHILDREN'S HOSPITAL'S ADVANCES IN CUTTING-EDGE PEDIATRIC MEDICAL RESEARCH AND PROVIDING GREATER ACCESS TO HIGH-QUALITY HEALTHCARE FOR CHILDREN AND FAMILIES IN THE COMMUNITY. 6578979 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 0 0 0 1 1 1 CJ 0 0 0 0 0 0 0 0 0 X 8 7 0 0 0 0 0 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X RACHEL SHUPE 8328242951 1919 S BRAESWOOD BLVD HOUSTON TX 77030 EDWARD S MCCULLOUGH 1.00 X X 0 0 0 THOMAS BACON 2010 1.00 X 0 0 0 RONALD HULME 1.00 X 0 0 0 ALBERT MAGILL JR 2010 1.00 X 0 0 0 WALLACE S WILSON 2010 1.00 X 0 0 0 WILLIAM N MATHIS 1.00 X 0 0 0 GEORGE A PETERKIN JR 1.00 X 0 0 0 GARY L ROSENTHAL 1.00 X 0 0 0 LE SIMMONS 1.00 X 0 0 0 JOEL V STAFF 2010 1.00 X X 0 0 0 MARK A WALLACE 1.00 X 0 2439696 661155 DACE REINHOLDS 1.00 X 0 170181 18107 0 2609877 679262 0 0 1 0 FAYEZ SAROFIM & CO TWO HOUSTON CENTER STE 2907 HOUSTON TX 77010 INVESTMENT MGMT 560961 BNY MELLON ASSET SERVICING PO BOX 371791 PITTSBURGH PA 152517791 CUSTODIAL SERVICES 388101 HOISINGTON INVESTMENT MANAGEMENT CO 1250 S CAPITAL OF TX HWY BLD 3 ST AUSTIN TX 78746 INVESTMENT MGMT 347008 MHR INSTITUTIONAL PARTNERS 40 WEST 57TH STREET NEW YORK NY 10019 INVESTMENT MGMT 326802 MATLIN PATTERSON 520 MADISON AVENUE 35TH FL NEW YORK NY 10022 INVESTMENT MGMT 225553 8 39132741 315409 38817332 52367998 64675962 -12307964 -12307964 -12307964 26824777 0 315409 26509368 6578979 6578979 6578979 6578979 0 0 433168596 178512442 1052706185 759010618 432360773 1318734 1260921 1487193515 1371144754 103850 173246844 176395763 173350694 176395763 X 1313842821 1194748991 1313842821 1194748991 1487193515 1371144754 X 20245798 -139339628 X 0 1 1 X 0 X X X X 0 0 0 TEXAS CHILDREN'S HOSPITAL 741100555 3 1 1 1 6578979 1 6578979 0 REAL ASSETS 97478055 C PRIVATE EQUITY 135972760 C HEDGE FUNDS 198909958 C 432360773 DUE TO RELATED ENTITIES 176291913 PAYABLE TO TCH 103850 176395763 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: THERE ARE NO MATERIAL UNRECORDED TAX LIABILITIES AS OF SEPTEMBER 30, 2011. CENTRAL AMERICA AND THE CARIBBEAN INVESTMENTS 42559327 0 0 0 0 0 0 42559327 0 42559327 1 0 1 0 1 0 X X X X 0 1 0 0 1 0 1 0 0 MARK A WALLACE 0 938466 0 1302352 0 198878 0 632998 0 28157 0 3100851 0 1267904 DACE REINHOLDS 0 146715 0 16612 0 6854 0 11304 0 6803 0 188288 0 0 SUPPLEMENTAL INFORMATION PART III SUPPLEMENTAL COMPENSATION INFORMATION SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN SCHEDULE J, PART I, LINE 4B PAID/DEFERRED MARK A WALLACE 622,542/600,531 SUPPLEMENTAL DIRECTOR INCENTIVE PLAN PAID/DEFERRED DACE REINHOLDS 16,612/6,617 457(F) THE 457(F) PLAN IS A DEFERRED COMPENSATION PLAN THAT ALLOWS ELIGIBLE EXECUTIVES, FROM THE ASSISTANT VICE PRESIDENT LEVEL TO CHIEF EXECUTIVE OFFICER, TO CONTRIBUTE MONEY ON A PRE-TAX BASIS. FUNDS MAY BE DEFERRED INTO THIS ACCOUNT FROM ANY OF FOUR SOURCES: BASE SALARY, ANNUAL INCENTIVE PLAN, LONG-TERM INCENTIVE PLAN, AND CAPITAL ACCUMULATION ACCOUNT FROM A FLEXIBLE BENEFIT ACCOUNT SURPLUS. THESE VEST AFTER THREE YEARS IN THE 457(F) WITH THE EXCEPTION OF THE CAPITAL ACCUMULATION ACCOUNT WHICH VESTS AFTER FIVE YEARS IN THE 457(F) PLAN. DIRECTOR INCENTIVE PLAN THE DIRECTOR INCENTIVE PLAN IS AN ANNUAL INCENTIVE PLAN IN WHICH ELIGIBLE DIRECTORS PARTICIPATE. THE PLAN SHARES GOALS WITH THE EXECUTIVE ANNUAL INCENTIVE PLAN, FOCUSING ON FACTORS SUCH AS FINANCIAL PERFORMANCE, QUALITY GOALS, AND PATIENT SATISFACTION. IN ADDITION, THERE ARE INDIVIDUAL COMPONENTS FOR EACH DIRECTOR WHICH VARY DEPENDING ON THE EXPECTED OUTCOMES FOR THAT AREA AND/OR YEAR. SCHEDULE J, PART I, LINE 5 & 6 FY 2010 EXECUTIVE ANNUAL INCENTIVE PLAN: THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES (THE "COMMITTEE") ESTABLISHES THE PERFORMANCE MEASURES FOR THE ONE-YEAR PLAN AND THE INCENTIVE AWARD OPPORTUNITY FOR EACH PARTICIPANT IN THIS PLAN. PERFORMANCE MEASURES AND GOALS ARE DEFINED FOR EACH ENTITY. THE INCENTIVE AWARDS ARE DETERMINED ON THE WEIGHTED BLEND OF ALL THE ENTITIES' PERFORMANCE. THE PERFORMANCE MEASURES INCLUDE THE FOLLOWING INDICATORS: STRATEGIC, OPERATIONAL, FINANCIAL, PATIENT SATISFACTION, CLINICAL AND SERVICE QUALITY, AND HUMAN RESOURCES. THE PERFORMANCE MEASURES ESTABLISHED BY THE COMMITTEE USE REVENUE AS A FACTOR IN DETERMINING SOME MEASURES FOR THE FINANCIAL TARGETS. THE PAYMENT OF ANNUAL INCENTIVES IS CONTINGENT ON ACHIEVING SYSTEM BUDGETED OPERATING MARGIN. FORM 990, PART VI, SECTION A, LINE 7A TEXAS CHILDREN'S HOSPITAL ANNUALLY APPOINTS THE ORGANIZATION'S BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B PER THE BYLAWS TEXAS CHILDREN'S HOSPITAL HAS CERTAIN RESERVED POWERS: = APPROVE, INTERPRET OR CHANGE THE PURPOSE OF THE CORPORATION. = FIX THE NUMBER, APPOINT OR REMOVE, WITH OR WITHOUT CAUSE, ANY DIRECTOR OF THE CORPORATION. = APPROVE THE MERGER, DISSOLUTION OR CONSOLIDATION OR REORGANIZATION OF THE CORPORATION. = APPROVE THE ACQUISITION, SALE, LEASE, TRANSFER, OR OTHER ALIENATION OF PROPERTY OF THE CORPORATION, OTHER THAN IN THE USUAL AND REGULAR COURSE OF THE CORPORATION'S BUSINESS, WHEN SUCH ACQUISITION, SALE, LEASE, TRANSFER OR OTHER ALIENATION IS ABOVE SPECIFIC FINANCIAL LEVELS SET IN ACCORDANCE WITH POLICIES ESTABLISHED FROM TIME TO TIME BY THE MEMBER. = APPROVE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION. = APPROVE DEBT INCURRED BY THE CORPORATION, WHICH IS IN EXCESS OF SUCH LIMITS AS ARE ESTABLISHED BY TEXAS CHILDREN'S HOSPITAL. = APPROVE THE DISPOSITION OF ASSETS OF THE CORPORATION AT THE TIME OF ITS DISSOLUTION. = APPROVE ANY LONG-RANGE FINANCIAL OR STRATEGIC PLANS FOR THE CORPORATION. = TAKE ANY ACTION WHICH WOULD BE INCONSISTENT WITH THE GOVERNING DOCUMENTS OR POLICIES OF TEXAS CHILDREN'S HOSPITAL. FORM 990, PART VI, SECTION B, LINE 11 THE BOARD OF DIRECTORS OF TEXAS CHILDREN'S HOSPITAL DELEGATES TO THE BOARD'S AUDIT & COMPLIANCE COMMITTEE THE AUTHORITY AND RESPONSIBILITY TO REVIEW ANNUALLY ALL IRS FORM 990(S) FOR TEXAS CHILDREN'S HOSPITAL AND ITS AFFILIATED CORPORATIONS, AND TO PROVIDE, IN HARD COPY OR ELECTRONIC FORMAT, THE RESPECTIVE COPIES OF SUCH FORMS TO ALL MEMBERS OF THE BOARD OF TEXAS CHILDREN'S HOSPITAL AND ALL AFFILIATED CORPORATIONS PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C ON JULY 16, 2008, THE TEXAS CHILDREN'S HOSPITAL FOUNDATION (TCH FOUNDATION) BOARD OF DIRECTORS FORMALLY APPROVED, BY RESOLUTION, A "CONFLICT OF INTEREST REVIEW PROCESS" WHEREBY AT THE BEGINNING OF EACH CALENDAR YEAR, THE TCH FOUNDATION BOARD RECEIVES A COPY OF ITS BOARD CODE OF CONDUCT, WHICH INCLUDES THE CONFLICT OF INTEREST POLICY, A RELATED QUESTIONNAIRE, AND A LISTING OF ALL INVESTMENTS ENTERED INTO BY TEXAS CHILREN'S HOSPITAL AND TCH FOUNDATION DURING THE PREVIOUS CALENDAR YEAR. RESPONSES TO THE QUESTIONNAIRES ARE COMPILED AND PRESENTED FOR REVIEW, AS FOLLOWS: -PROVIDED TO TCH BOARD LEADERSHIP (CHAIRMAN AND PRESIDENT OF THE BOARD); -PRESENTED TO THE TCH BOARD'S AUDIT & COMPLIANCE COMMITTEE AND NOTED MEETING MINUTES; -AT THE DISCRETION OF THE TCH BOARD'S AUDIT & COMPLIANCE COMMITTEE, PRESENTED AT A MEETING OF THE TCH BOARD EXECUTIVE COMMITTEE, NOTED IN MEETING MINUTES. AFTER THE RESPONSES HAVE BEEN PRESENTED FOR REVIEW, ANY REQUIRED ACTION (RECUSEMENT FROM BOARD DELIBERATIONS RELATED TO THE CONFLICT, ETC.) IS TAKEN IN ACCORDANCE WITH THE ORGANIZATION'S BOARD-APPROVED CODE OF CONDUCT. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE MADE AVAILABLE UPON REQUEST. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: TRANSFER TO HOSPITAL -127,096,364. UNREALIZED GAIN/LOSSES -11,835,795. PRIOR PERIOD ADJUSTMENT -407,469. TOTAL TO FORM 990, PART XI, LINE 5: -139,339,628. FORM 5471 DISCLOSURE STATEMENT: UNDER THE CONSTRUCTIVE OWNERSHIP RULES OF IRC SECTIONS 958(A) AND (B), THE TAXPAYER IS REQUIRED TO FILE FORMS 5471, INFORMATION RETURN OF U.S. PERSONS WITH RESPECT TO CERTAIN FOREIGN CORPORATIONS, AS A CATEGORY 5 FILER WITH RESPECT TO CERTAIN CONTROLLED FOREIGN CORPORATIONS (CFCS). THESE FILING REQUIREMENTS ARE OR WILL BE SATISFIED THROUGH THE FILING OF FORMS 5471 FOR THESE CFCS BY OTHER U.S. TAXPAYERS IDENTIFIED BELOW WHO HAVE THE SAME FILING REQUIREMENT: TEXAS CHILDREN'S HOSPITAL EIN:74-1100555 6621 FANIN ST HOUSTON, TX 77030 TEXAS CHILDREN'S MEDICAL GROUP 6621 FANNIN ST HOUSTON TX 77030 741100555 INACTIVE TX 0 0 N/A TEXAS CHILDREN'S HOSPITAL 6621 FANNIN STREET HOUSTON TX 77030 741100555 HOSPITAL TX 501(C)(3) LINE 3 N/A 0 TEXAS CHILDREN'S WOMEN'S SPECIALISTS PO BOX 300630 HOUSTON TX 77230 261482195 HEALTH CARE TX 501(C)(3) LINE 11A, I TEXAS CHILDREN'S HOSPITAL 1 TCH SYSTEM INC 1919 BRAESWOOD HOUSTON TX 77030 760461578 HEALTH CARE TX 501(C)(3) LINE 11A, I TEXAS CHILDREN'S HOSPITAL 1 TEXAS CHILDREN'S PHYSICIAN'S GROUP INC 6621 FANNIN STREET HOUSTON TX 77030 260834681 HEALTH CARE TX 501(C)(3) LINE 9 TEXAS CHILDREN'S HOSPITAL 1 TEXAS CHILDREN'S PEDIATRIC ASSOCIATES PO BOX 300630 HOUSTON TX 77030 760460242 HEALTH CARE TX 501(C)(3) LINE 11A, I TEXAS CHILDREN'S HOSPITAL 1 TEXAS CHILDREN'S HEALTH PLAN 2450 HOLCOMBE HOUSTON TX 77021 760486264 HEALTH CARE TX 501(C)(3) LINE 9 TEXAS CHILDREN'S HOSPITAL 1 TCH INSURANCE COMPANY LTD 23 LIME TREE BAY AVENUE KY1-1102 GRAND CAYMAN CJ INSURANCE CJ N/A C CVI GVF HOLDINGS 3 LTD UGLAND HOUSE SOUTH CHURCH STREET KY1-1104 GEORGE TOWN CJ INVESTMENT CJ N/A C 2849622 20350255 1.00000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0