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, PAGE 6, PART VI, LINE 3 | MARSHALL HEALTH NETWORK, INC. (MHN) HAS BECOME THE SOLE CORPORATE MEMBER OF CABELL HUNTINGTON HOSPITAL, INC ("CORPORATION"). MARSHALL HEALTH NETWORK, AS SOLE CORPORATE MEMBER, IT IS ALSO THE SOLE CORPORATE MEMBER OF ST. MARY'S MEDICAL CENTER INC, PLEASANT VALLEY HOSPITAL DBA RIVERS HEALTH, AND UNIVERSITY PHYSICIANS & SURGEONS INC DBA MARSHALL HEALTH. MARSHALL HEALTH NETWORK INC IS ORGANIZED EXCLUSIVELY FOR CHARITABLE PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND ANY CORRESPONDING PROVISION OF ANY FUTURE INTERNAL REVENUE LAWS, AS A SUPPORTING ORGANIZATION DESCRIBED IN SECTION 509(A)(3) OF THE CODE, THE PURPOSE OF WHICH IS TO OPERATE EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, AND TO CARRY OUT THE CHARITABLE, SCIENTIFIC, AND EDUCATIONAL PURPOSES OF THE SUPPORTED ORGANIZATION THAT IT IS NOW THE SOLE CORPORATE MEMBER OF ABOVE. |
| FORM 990, PAGE 6, PART VI, LINE 7A | THE BOARD OF DIRECTORS CONSIST OF ELEVEN (11) VOTING DIRECTORS. ONLY PHYSICIANS AND OSTEOPATHIC PHYSICIANS APPROPRIATELY LICENSED TO PRACTICE MEDICINE OR OSTEOPATHY, RESPECTIVELY, AND THAT ARE APPOINTED FACULTY MEMBERS OF THE SCHOOL OF MEDICINE ARE ELIGIBLE TO SERVE AS A DIRECTOR. EFFECTIVE OCTOBER 1, 2023 THROUGH SEPTEMBER 30, 2025 THE ELEVEN (11) VOTING DIRECTORS OF THE BOARD OF DIRECTORS SHALL CONSIST OF: (A) THE DEAN OF THE MARSHALL UNIVERSITY JOAN C. EDWARDS SCHOOL OF MEDICINE, WHO, BY VIRTUE OF HIS OR HER OFFICE, SHALL BE AN EX OFFICIO DIRECTOR; (B) THE CHIEF PHYSICIAN EXECUTIVE (HEREINAFTER CPE), WHO, BY VIRTUE OF HIS OR HER OFFICE, SHALL BE AN EX OFFICIO DIRECTOR; (C) THREE (3) DIRECTORS APPOINTED BY THE DEAN FROM AMONG THE CHAIRS OF THE DEPARTMENTS OF THE SCHOOL OF MEDICINE AND THE VICE DEANS OF THE SCHOOL OF MEDICINE, WHICH DIRECTORS SHALL SERVE TERMS TWO (2) YEARS. (D) ONE (1) DIRECTOR ELECTED FROM AMONG THE CLINICAL CHAIRS OF THE DEPARTMENTS OF THE SCHOOL OF MEDICINE BY A PLURALITY VOTE OF THE CLINICAL CHAIRS OF THE DEPARTMENTS OF THE SCHOOL OF MEDICINE, WHICH DIRECTOR SHALL SERVE A TERM OF TWO (2) YEARS. (E) ONE (1) DIRECTOR ELECTED FROM AMONG THE FACULTY OF THE SCHOOL OF MEDICINE BY A PLURALITY VOTE OF FACULTY MEMBERS OF THE SCHOOL OF MEDICINE, WHICH DIRECTOR SHALL SERVE A TERM OF TWO (2) YEARS. (F) FOUR (4) DIRECTORS APPOINTED BY THE CHAIR UPON THE WRITTEN ASSENT OF THE CHIEF EXECUTIVE OFFICER OF THE CORPORATE MEMBER, WITH ONE SUCH DIRECTOR BEING PRIVILEGED AND PRIMARILY PRACTICING AT CABELL HUNTINGTON HOSPITAL, INC., ONE SUCH DIRECTOR BEING PRIVILEGED AND PRIMARILY PRACTICING AT ST. MARY'S MEDICAL CENTER, INC., ONE SUCH DIRECTOR BEING PRIVILEGED AND PRIMARILY PRACTICING AT HUNTINGTON INTERNAL MEDICINE GROUP, AND ONE SUCH DIRECTOR BEING PRIVILEGED AND PRIMARILY PRACTICING AT PLEASANT VALLEY HOSPITAL, INC. DBA RIVERS HEALTH, WHICH DIRECTORS SHALL SERVE A TERM OF TWO (2) YEARS. THE CPE SERVES AS THE CHAIR OF THE BOARD OF DIRECTORS. THE DEAN SERVES AS THE VICE CHAIR OF THE BOARD OF DIRECTORS. |
| FORM 990, PAGE 6, PART VI, LINE 7B | MARSHALL HEALTH NETWORK, AS SOLE CORPORATE MEMBER, HAS RESERVED POWERS TO CHANGE THE PURPOSES OF THE CORPORATION, AMEND THE ARTICLES OF INCORPORATION AND/OR BYLAWS, DISSOLVE THE CORPORATION, CONSOLIDATE/AFFILIATE THIS CORPORATION WITH OTHER ORGANIZATIONS. IN ADDITION, MHN WILL MANAGE ACTIONS INITIATED BY THE CORPORATIONS BOARD OF DIRECTIONS FOR THE FOLLOWING ITEMS: ADOPTION OF STRATEGIC AND BUSINESS PLANS, ADOPTION OF ANNUAL OPERATING AND CAPITAL BUDGETS, APPROVAL OF ANY CHANGES TO THE CAPITAL DEBT, THE CREATION OR ACQUISITION OF ADDITIONAL AFFILIATED ORGANIZATIONS AND JOINT VENTURES, ADOPTION OR CHANGES TO MASTER CLINICAL COMPENSATION AND BENEFIT PLANS, MANAGE THE ASSETS, MANAGE CLINICAL FACULTY CHANGES, FINAL APPROVAL OVER THE VARIOUS PRACTICES OF MEDICINE, APPOINTMENT OF A PRESIDENT TO SERVE AS CEO, APPROVE UNBUDGETED EXPENDITURES INCLUDING DEBT, AND APPROVAL OF CERTAIN CONTRACTS. |
| FORM 990, PAGE 6, PART VI, LINE 11B | THE FORM 990 IS REVIEWED BY THE ORGANIZATIONS MANAGEMENT IN CONSULTATION WITH AN INDEPENDENT ACCOUNTING FIRM. THE FINANCIAL REVIEW IS BASED ON THE ORGANIZATIONS AUDITED FINANCIAL STATEMENTS FOR THE RELEVANT TIME PERIOD. THE CFO WILL REVIEW THE 990 WITH THE FINANCE/AUDIT COMMITTEE AND THE BOARD OF DIRECTORS AT THE NEXT SCHEDULED BOARD MEETING. |
| FORM 990, PAGE 6, PART VI, LINE 12C | AT THE BEGINNING OF EACH YEAR, OFFICERS, DIRECTORS, AND KEY EMPLOYEES ARE SENT AN ANNUAL QUESTIONNAIRE ADDRESSING THE CONFLICT-OF-INTEREST POLICY. EACH COMPLETED QUESTIONNAIRE IS REVIEWED BY THE VICE PRESIDENT OVER THE RESPECTIVE INDIVIDUALS DEPARTMENT AND GENERAL COUNSEL TO DETERMINE IF A CONFLICT EXISTS. IF A CONFLICT DOES EXIST, AN IN-DEPTH ANALYSIS IS PERFORMED TO DETERMINE ANY IMPACT TO THE ORGANIZATION. |
| FORM 990, PAGE 6, PART VI, LINE 15A | THE BOARD OF DIRECTORS SHALL EMPLOY AND MAINTAIN OFFICERS OR CORPORATE EXECUTIVES HOWSOEVER NAMED IN SUCH NUMBER AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS FROM TIME TO TIME, WHICH OFFICERS OR EXECUTIVES WILL SERVE AT THE PLEASURE OF THE BOARD OF DIRECTORS AND WHO SHALL BE RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS OF THE CORPORATION. THE OFFICERS OR CORPORATE EXECUTIVES' SALARY IS REVIEWED AND APPROVED BY THE DEAN IN HIS CAPACITY AS BOTH THE DEAN OF THE JCESOM AND RELATED ORGANIZATION AND AS THE VICE CHAIR OF THE BOARD OF DIRECTORS. COMPARATIVE SALARY INFORMATION FROM THE ASSOCIATION OF AMERICAN MEDICAL COLLEGES' GROUP ON BUSINESS AFFAIRS AND GROUP ON FACULTY PRACTICE AS WELL AS THE MEDICAL GROUP MANAGEMENT ASSOCIATION IS EXAMINED BY THE DEAN. SALARIES OF ALL MAJOR CLINICAL DEPARTMENT CHAIRS, EXECUTIVE MANAGEMENT TEAM MEMBERS AND DEPARTMENTAL ADMINISTRATORS ARE ALSO REVIEWED AND APPROVED UTILIZING A SIMILAR PROCESS. THE BOARD OF DIRECTORS OF RELATED ORGANIZATION HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION POLICY SETTING FORTH THE BOARD PHILOSOPHY WITH RESPECT TO THE COMPENSATION OF ITS EXECUTIVES. AN EXECUTIVE COMPENSATION COMMITTEE COMPRISED OF BOARD MEMBERS HAS BEEN DELEGATED THE RESPONSIBILITY FOR ESTABLISHING COMPENSATION OF THE EXECUTIVE OFFICERS OF THE ORGANIZATION IN KEEPING WITH THE PHILOSOPHY ESTABLISHED BY THE BOARD. THE COMPENSATION COMMITTEE HAS ENGAGED THE OUTSIDE CONSULTING FIRM OF YAFFE AND ASSOCIATES, A FIRM WHICH SPECIALIZES IN ANALYZING NON-PROFIT EXECUTIVE COMPENSATION. THE OUTSIDE CONSULTING FIRM PERIODICALLY PROVIDES THE COMMITTEE WITH RELEVANT DATA CONCERNING THE COMPENSATION LEVELS OF EXECUTIVES OF HOSPITALS SIMILAR IN SIZE TO THE ORGANIZATION AND IN COMPARABLE GEOGRAPHIC AREAS. THE COMPENSATION COMMITTEE CONSIDERS THIS DATA TOGETHER WITH THE EXTENT TO WHICH PRE-ESTABLISHED GOALS HAVE BEEN ACCOMPLISHED AND THE FINANCIAL PERFORMANCE OF THE HOSPITALS AND ESTABLISHES THE COMPENSATION LEVEL FOR THE EXECUTIVE OFFICERS. |
| FORM 990, PAGE 6, PART VI, LINE 15B | THE EXECUTIVE'S DIRECTOR'S SALARY IS REVIEWED AND APPROVED BY THE DEAN BY THE DEAN IN HIS CAPACITY AS BOTH THE DEAN OF THE JCESOM AND RELATED ORGANIZATION AND AS THE VICE CHAIR OF THE BOARD OF DIRECTORS. COMPARATIVE SALARY INFORMATION FROM THE ASSOCIATION OF AMERICAN MEDICAL COLLEGES' GROUP ON BUSINESS AFFAIRS AND GROUP ON FACULTY PRACTICE AS WELL AS THE MEDICAL GROUP MANAGEMENT ASSOCIATION IS EXAMINED BY THE DEAN. SALARIES OF ALL MAJOR CLINICAL DEPARTMENT CHAIRS, EXECUTIVE MANAGEMENT TEAM MEMBERS AND DEPARTMENTAL ADMINISTRATORS ARE ALSO REVIEWED AND APPROVED UTILIZING A SIMILAR PROCESS. |
| FORM 990, PAGE 6, PART VI, LINE 18 | FORM 990 IS MAINTAINED AT THE ORGANIZATION'S ADMINISTRATIVE OFFICES AND IS MADE AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST. |
| FORM 990, PAGE 6, PART VI, LINE 19 | THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST THROUGH THE IN-HOUSE GENERAL COUNSELS OFFICE. THE FINANCIAL STATEMENTS CAN BE ACCESSED BY LETTER, IN PERSON OR VIA WEB SEARCH. |
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