Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (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 | |||||
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Total |
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Calendar year
(or fiscal year beginning in)
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(a) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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)
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(a) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (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) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (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)
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(a) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (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 on 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) |
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| 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) |
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| 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): |
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| 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 0.015 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 0.035 | 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 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2024 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2024 |
(iii) Distributable Amount for 2024 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2024 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2024 (reasonable cause required-- explain in Part VI).
See instructions. |
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| 3 Excess distributions carryover, if any, to 2024: | ||||
| a From 2019....... | ||||
| b From 2020....... | ||||
| c From 2021....... | ||||
| d From 2022....... | ||||
| e From 2023....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2024 distributable amount | ||||
|
i
Carryover from 2019 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2024 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2024 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2024, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2024. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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7 Excess distributions carryover to 2025. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2020..... | ||||
| b Excess from 2021..... | ||||
| c Excess from 2022..... | ||||
| d Excess from 2023..... | ||||
| e Excess from 2024..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 6 | MARINHEALTH MEDICAL CENTER (MHMC) HAS ONE GENERAL MEMBER, MARIN HEALTHCARE DISTRICT (MHD), A POLITICAL SUBDIVISION OF THE STATE OF CALIFORNIA. IN ADDITION, THE BYLAWS PROVIDE FOR A "SPECIAL MEMBER" (WITH THE POWER TO NOMINATE 2 MEMBERS OF THE BOARD OF DIRECTORS): THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF UCSF HEALTH. |
| FORM 990, PART VI, SECTION A, LINE 7A | MARIN HEALTHCARE DISTRICT (THE "GENERAL MEMBER") DOES NOT HAVE THE POWER TO APPOINT MEMBERS OF THE GOVERNING BODY; HOWEVER, THE GENERAL MEMBER DOES HAVE THE RIGHT TO REJECT ALL APPOINTEES TO THE BOARD OF DIRECTORS. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF UCSF HEALTH (THE "SPECIAL MEMBER") MAY NOMINATE TWO MEMBERS OF THE BOARD OF DIRECTORS, WHO MUST ALSO BE APPROVED BY THE GENERAL MEMBER. |
| FORM 990, PART VI, SECTION A, LINE 7B | NEITHER THE BOARD NOR ANY OFFICER OR EMPLOYEE OF MHMC MAY TAKE ANY OF THE FOLLOWING ACTIONS, OR APPROVE A SUBSIDIARY OR AN AFFILIATE TAKING THE FOLLOWING ACTIONS, WITHOUT THE PRIOR APPROVAL, OR ANY OF THE SPECIFIED ACTIONS, OF THE GENERAL MEMBER: (A) ANY CORPORATE MERGER, CONSOLIDATION, REORGANIZATION, OR DISSOLUTION OF THIS CORPORATION THAT WOULD CHANGE THE GENERAL MEMBER'S STATUS AS SOLE CORPORATE MEMBER OR OWNER OF THE LAND AND ASSETS LEASED BY THIS CORPORATION; (B) ANY TRANSACTION REQUIRING THE CONSENT OR APPROVAL OF THE GENERAL MEMBER PURSUANT TO THE LEASE OF THE MHMC CAMPUS AND FACILITIES BY THE GENERAL MEMBER TO THIS CORPORATION, COMMENCING DECEMBER 2, 2015, AS IT HAS BEEN OR MAY BE AMENDED ("THE LEASE"). (C) ANY MATERIAL TRANSFER BY SALE, LEASE, DEBT OR ENCUMBRANCE, OR OTHER DISPOSITION, OF ANY OF THE ASSETS OF THE CORPORATION, REAL OR PERSONAL, OUTSIDE THE ORDINARY COURSE OF HOSPITAL BUSINESS. NOTWITHSTANDING THE FOREGOING, THE FOLLOWING WILL NOT REQUIRE THE PRIOR APPROVAL OF THE GENERAL MEMBER: (I) ANY TRANSACTION AMOUNTING TO A TRANSFER OF LESS THAN TEN PERCENT (10%) OF THE ASSETS OF THE CORPORATION, AS OF THE MONTH IMMEDIATELY PRECEDING THE TRANSACTION, TO ANOTHER LEGAL ENTITY IN CONNECTION WITH AN AFFILIATION OR JOINT VENTURE INVESTMENT OR SERVICE OPERATION OFF THE MHMC CAMPUS; (II) A FINANCING TRANSACTION, INCLUDING, BUT NOT LIMITED TO, DEBT FINANCING OR BORROWINGS, EQUITY FINANCINGS, CAPITALIZED LEASES AND INSTALLMENT CONTRACTS, EXPECTED TO AMOUNT IN TOTAL PRINCIPAL VALUE TO LESS THAN TEN PERCENT (10%) OF NET PATIENT SERVICES REVENUE, AS OF THE MONTH IMMEDIATELY PRECEDING THE TRANSACTION; (III) THE GENERAL MEMBER SHALL IN ITS DISCRETION CONSIDER EXTENDING THE ABOVE THRESHOLD REQUIREMENTS BASED ON ADDITIONAL PERCENTAGES OF TOTAL ASSETS OR PATIENT REVENUE, AND ANY SUCH ALLOWANCE SHALL COMPLY WITH APPLICABLE CALIFORNIA LAWS OR REGULATIONS GOVERNING TRANSFERS OF ASSETS OF A HEALTHCARE DISTRICT (E.G., HEALTH & SAFETY CODE SECTION 32121 (P)). (D) IN ADDITION TO THRESHOLDS FOR APPROVALS REQUIRED FOR INDIVIDUAL TRANSACTIONS DESCRIBED IN SUBSECTION (C) ABOVE, APPROVAL OF THE GENERAL MEMBER SHALL BE REQUIRED FOR ANY TRANSACTION WHICH, ON A PROFORMA BASIS, WOULD CAUSE THE CORPORATION TO BE IN VIOLATION OF ANY FINANCIAL LOAN OR BOND COVENANT, AS THEY EXIST AT THE TIME OF THE TRANSACTION, OR THAT WOULD CAUSE THE CORPORATION'S DEBT TO CAPITALIZATION RATIO TO EXCEED 50%. (E) ANY TRANSACTIONS WITH LONG-TERM (MORE THAN THREE-YEAR) LAND OR FACILITY IMPACTS (E.G., NEW CONSTRUCTION OR RENOVATION) REQUIRING GENERAL MEMBER APPROVAL PURSUANT TO THE LEASE OR COSTING THE EQUIVALENT OF TEN PERCENT (10%) OR MORE OF MHMC THEN EXISTING TOTAL ASSETS (APPROXIMATELY $27 MILLION AT DECEMBER 31, 2015). (F) ANY LONG-TERM CAMPUS DEVELOPMENT PLAN THAT RESTRICTS FUTURE LAND USE OPTIONS OR REQUIRES REGULATORY CHANGES TO LAND USE PERMITS/DESIGNATIONS WILL REQUIRE GENERAL MEMBER APPROVAL. (G) ANY TRANSACTION THAT CAUSES OR IS ANTICIPATED TO CAUSE A DOWNGRADE IN BOND RATING BY A STANDARD RATING AGENCY REQUIRES GENERAL MEMBER APPROVAL REGARDLESS OF SIZE OF THE TRANSACTION. (H) THE GENERAL MEMBER SHALL RETAIN AN INDEPENDENT AUDIT FIRM CONSISTENT WITH STANDARD INDUSTRY FINANCIAL PRACTICE ON BEHALF OF THE CORPORATION. THE AUDIT FIRM WILL THEN PROVIDE SERVICES TO MHMC'S MANAGEMENT AND ITS BOARD AS OVERSEEN BY THE MHMC BOARD AUDIT SUBCOMMITTEE. FINAL AUDIT REPORTS WILL BE PRESENTED TO THE GENERAL MEMBER (SUBJECT TO PUBLIC REVIEW), THE BOARD, AND MANAGEMENT OF MHMC. (I) CONTRACTING WITH AN UNRELATED THIRD PARTY FOR ALL, OR SUBSTANTIALLY ALL (50 PERCENT OR GREATER), OF THE MANAGEMENT OF THE ASSETS OR OPERATIONS OF THIS CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY. (J) AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION. (K) BYLAW APPROVALS (L) ANY CHANGES TO THE MISSION STATEMENT OF THE CORPORATION FOR MHMC. (M) ANY CHANGES TO THE CORPORATE DISSOLUTION RIGHTS (INITIATION OF DISSOLUTION AND DISPOSITION OF ASSETS) OF THE GENERAL MEMBER. (N) APPROVAL OF INDIVIDUALS FOR BOARD MEMBERSHIP. IN ADDITION, THE SPECIAL MEMBER SHALL HAVE THE FOLLOWING RIGHTS AND PRIVILEGES: (A) TO NOMINATE INDIVIDUALS TO SERVE ON THE BOARD OF DIRECTORS AS "SPECIAL MEMBER NOMINEES; AND (B) TO APPROVE CERTAIN AMENDMENTS TO THE BYLAWS. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTANT, IN CONJUNCTION WITH THE ORGANIZATION'S ACCOUNTING AND FINANCE DEPARTMENT. THE DRAFT FORM 990 IS THEN REVIEWED BY THE CONTROLLER AND CFO; ADJUSTMENTS ARE MADE, AS NECESSARY. A COMPLETE COPY OF THE FORM 990 IS THEN PROVIDED TO ALL VOTING MEMBERS OF THE BOARD OF DIRECTORS FOR REVIEW AND COMMENT PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. |
| FORM 990, PART VI, SECTION B, LINE 12C | EACH INDIVIDUAL BOARD MEMBER AND OFFICER SIGNS AN ACKNOWLEDGEMENT FORM THAT THEY HAVE READ THE CONFLICT OF INTEREST POLICY. IN ADDITION, A DISCLOSURE STATEMENT IS COMPLETED BY ALL OFFICERS AND BOARD MEMBERS ANNUALLY. ON THIS STATEMENT THE COVERED INDIVIDUAL LISTS A WIDE RANGE OF INFORMATION WHICH INCLUDES BUSINESS RELATIONSHIPS, EMPLOYMENT RELATIONSHIPS, PROPERTY INTERESTS, AND THOSE OF RELATED PARTIES. THE CEO AND BOARD CHAIR REVIEWS THESE STATEMENTS AND MONITORS SITUATIONS THAT MAY POSE A POTENTIAL CONFLICT OF INTEREST. THE CEO AND BOARD CHAIR MAY CONSULT WITH LEGAL COUNSEL AS NECESSARY. IN THE EVENT OF A POTENTIAL CONFLICT OF INTEREST, THE CONFLICTED INDIVIDUAL MUST DISCLOSE THE EXISTENCE AND NATURE OF THE RELATIONSHIP. THE BOARD CHAIR MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE THE CONFLICT. UNTIL THE POTENTIAL CONFLICT IS RESOLVED, THE BOARD CHAIR MAY REQUEST THE CONFLICTED INDIVIDUAL TO LEAVE THE ROOM OR NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE CONFLICTED INDIVIDUAL SHALL REFRAIN FROM VOTING ON ANY MATTER RELATED TO THE TRANSACTION. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE EXECUTIVE COMMITTEE OF THE HOSPITAL'S BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE EXECUTIVE COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS-LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF THE HOSPITAL'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. IN ORDER TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL, CALIFORNIA AND LOCAL MARKET AREA COMPENSATION DATA COMPARISONS ARE REVIEWED. COMPETITIVE ANALYSIS INCLUDES: (A) BASE SALARY, (B) TOTAL CASH (BASE SALARY + ANNUAL INCENTIVE), AND (C) TOTAL REMUNERATION (BASE SALARY + ANNUAL INCENTIVE + BENEFITS AND LONG-TERM INCENTIVE). THIS ANALYSIS INCLUDES COMPARABLE ORGANIZATIONS AND GEOGRAPHIC CONSIDERATIONS. FOR THE MOST SENIOR EXECUTIVE POSITIONS, NATIONAL AND REGIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS THE HOSPITAL ARE MOST APPROPRIATE. ALL OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION UNDERGO A REVIEW ANNUALLY. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE HOSPITAL MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART IX, LINE 11G | PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 60,838,287. MANAGEMENT AND GENERAL EXPENSES 22,453,113. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 83,291,400. PROFESSIONAL FEES - PHYSICIANS: PROGRAM SERVICE EXPENSES 66,278,239. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 66,278,239. |
| FORM 990, PART XI, LINE 9: | BENEFIT PLAN RELATED CHANGES 17,107,035. CHANGE IN BENEFICIAL INTEREST IN MARINHEALTH FOUNDATION 14,960,448. |
| Software ID: | |
| Software Version: |