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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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 2023 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-2023 |
(iii) Distributable Amount for 2023 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2023 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI).
See instructions. |
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| 3 Excess distributions carryover, if any, to 2023: | ||||
| a From 2018....... | ||||
| b From 2019....... | ||||
| c From 2020....... | ||||
| d From 2021....... | ||||
| e From 2022....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2023 distributable amount | ||||
|
i
Carryover from 2018 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2023 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2023 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2023, 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 2023. 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 2024. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2019..... | ||||
| b Excess from 2020..... | ||||
| c Excess from 2021..... | ||||
| d Excess from 2022..... | ||||
| e Excess from 2023..... | ||||
| 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 3 | MARSHALL HEALTH NETWORK,INC (MHN)HAS BECOME THE SOLE CORPORATE MEMBER OF ST. MARY'S MEDICAL CENTER, INC ("CORPORATION"). IT IS ALSO THE SOLE CORPORATE MEMBER OF CABELL HUNTINGTON HOSPITAL, INC, PLEASANT VALLEY HOSPITAL INC 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, PART VI, SECTION A, LINE 4 | GOVERNING DOCUMENTS WERE AMENDED TO INCLUDE ONE SOLE CORPORATE MEMBER, MARSHALL HEALTH NETWORK. THE NUMBER OF VOTING BOARD MEMBERS WAS CHANGED TO NINE AND ONE NON-VOTING BOARD MEMBER WAS ADDED. THE STIPULATIONS FOR WHO SHOULD BE A BOARD MEMBER, THE BOARD MEMBER TERMS TO BE SERVICED, AND BOARD MEMBER DUTIES WERE CHANGED AS WELL. THE ARTICLES OF INCORPORATION AND BYLAWS WERE CHANGED SO THAT ONLY THE CORPORATE MEMBER CAN AMEND THE ARTICLES OF INCORPORATION AND BYLAWS. THE SOLE CORPORATE MEMBER, MARSHALL HEALTH NETWORK WAS GIVEN OTHER RESERVED POWERS AND FINAL APPROVAL OF BOARD OF DIRECTORS INITIATED ACTIONS. |
| FORM 990, PART VI, SECTION A, LINE 6 | MARSHALL HEALTH NETWORK IS THE SOLE CORPORATE MEMBER. |
| FORM 990, PART VI, SECTION A, LINE 7A | MARSHALL HEALTH NETWORK IS THE SOLE CORPORATE MEMBER THAT HAS RESERVED POWER TO APPOINT THE BOARD OF DIRECTORS FOLLOWING THE STIPULATIONS IN THE ARTICLES OF INCORPORATION. |
| FORM 990, PART VI, SECTION A, 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 CORPORATION'S 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, PART VI, SECTION B, LINE 11B | THE FORM 990 IS REVIEWED BY THE ORGANIZATION'S MANAGEMENT IN CONSULTATION WITH AN INDEPENDENT ACCOUNTING FIRM. THE FINANCIAL REVIEW IS BASED ON THE ORGANIZATION'S 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, PART VI, SECTION B, LINE 12C | UPON EMPLOYMENT AND ANNUALLY THEREAFTER EACH KEY EMPLOYEE AND OFFICER OF THE ORGANIZATION IS REQUIRED TO COMPLETE A CONFLICT OF INTEREST AND DISCLOSURE FORM, PROVIDING SUFFICIENT INFORMATION ABOUT HIS/HER PERSONAL INTERESTS AND RELATIONSHIPS SO THE ORGANIZATION CAN (1) DETERMINE WHETHER ANY POTENTIAL OR ACTUAL CONFLICTS OF INTEREST MAY EXIST, AND (2) MONITOR WORK OR SERVICE ASSIGNMENTS TO AVOID PLACING THE KEY EMPLOYEE, OFFICER OR DIRECTOR IN A POSITION WHERE THERE MAY BE AN APPEARANCE, POTENTIAL OR ACTUAL, OF A CONFLICT OF INTEREST OR A QUESTION OF OBJECTIVITY. THE COMPLETED CONFLICTS OF INTEREST AND DISCLOSURE FORMS FOR DIRECTORS ARE RETURNED TO THE ORGANIZATION. IN THE EVENT THAT ANY BOARD MEMBER IS DEEMED TO LACK INDEPENDENCE OR A CONFLICT OF INTEREST EXISTS, HE/SHE IS REQUIRED TO LEAVE THE ROOM AND CANNOT BE PART OF THE DISCUSSION OR VOTE. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE EXECUTIVE COMPENSATION COMMITTEE SHALL BE COMPOSED OF AT LEAST THREE MEMBERS OF THE BOARD, AND SHALL MEET AT LEAST TWICE EACH YEAR. THE COMPOSITION OF THE EXECUTIVE COMPENSATION COMMITTEE SHALL COMPLY WITH THE REQUIREMENTS OF THE BOARD POLICY ON CONFLICTS OF INTEREST. THE COMMITTEE SHALL HAVE THE FOLLOWING SPECIFIC DUTIES AND RESPONSIBILITIES. A. ANNUAL EVALUATION OF THE PERFORMANCE OF THE PRESIDENT. THE EXECUTIVE COMPENSATION COMMITTEE SHALL MAKE A WRITTEN REPORT OF ITS FINDINGS, TOGETHER WITH RECOMMENDATIONS FOR COMPENSATION TO THE BOARD. B. ANNUAL EVALUATION OF THE PERFORMANCE OF THE CHIEF PHYSICIAN EXECUTIVE, THE CHIEF FINANCIAL OFFICER, AND SUCH OTHER VICE PRESIDENTS AS THE BOARD SHALL DETERMINE TO REQUIRE EVALUATION BY THE EXECUTIVE COMPENSATION COMMITTEE. THE EXECUTIVE COMPENSATION COMMITTEE SHALL MAKE A WRITTEN REPORT OF ITS FINDINGS, TOGETHER WITH RECOMMENDATIONS FOR COMPENSATION, TO THE BOARD. C. ANNUAL SELF-EVALUATION OF THE BOARD AND ITS MEMBERS. D. ENSURE THAT NO PERSONAL LOANS ARE MADE TO THE PRESIDENT OR OTHER MEMBERS OF THE ADMINISTRATION OF THE CORPORATION. IN CARRYING OUT ITS DUTIES, THE EXECUTIVE COMPENSATION COMMITTEE SHALL HAVE THE AUTHORITY TO HIRE COMPENSATION CONSULTANTS AND SHALL OBTAIN DATA ON COMPENSATION RANGES FOR COMPARABLE EXECUTIVE POSITIONS AT LEAST EVERY OTHER YEAR. |
| FORM 990, PART VI, SECTION C, LINE 18 | THE 990 IS PUBLISHED ON GUIDESTAR. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST AT ITS OFFICE AT 2900 FIRST AVENUE, HUNTINGTON, WV 25702. A NOMINAL FEE IS CHARGED IF COPIES ARE REQUESTED |
| FORM 990, PART IX, LINE 11G | HEALTHCARE FEES: PROGRAM SERVICE EXPENSES 26,089,415. MANAGEMENT AND GENERAL EXPENSES 5,572,497. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 31,661,912. PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 32,062,867. MANAGEMENT AND GENERAL EXPENSES 6,848,379. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 38,911,246. OTHER FEES: PROGRAM SERVICE EXPENSES 2,291,332. MANAGEMENT AND GENERAL EXPENSES 489,410. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,780,742. |
| FORM 990, PART XI, LINE 9: | CHANGES IN PENSION FUND STATUS -1,944,131. 457B PLAN ADJUSTMENT -347,546. TRANSFERS TO/FROM AFFILIATES, NET -395,055. |
| FORM 990, PART XII, LINE 2C | THE AUDIT COMMITTEE INTERMITTENTLY PUTS OUT BIDS FOR THE ANNUAL AUDIT AND CHOOSES WHAT FIRM TO ENGAGE. DURING THE YEAR AUDITORS MEET THIS COMMITTEE PRIOR TO AUDIT AND AGAIN TO PRESENT AUDIT. THIS PROCESS REMAINS UNCHANGED FROM THE PRIOR YEAR. |
| FORM 990, PART VI, LINE 16B | THE ORGANIZATION HAS ADOPTED A FORMAL WRITTEN POLICY OR PROCEDURE REQUIRING THE ORGANIZATION TO EVALUATE ITS PARTICIPATION IN JOINT VENTURE ARRANGEMENTS. HOWEVER, THE NORMAL DUE DILIGENCE PROCESS FOR ANALYZING ANY SUCH ARRANGEMENTS UNDERTAKEN IN CONJUNCTION WITH THE ORGANIZATION'S EXTERNAL LEGAL COUNSEL, ACCOUNTANTS AND OTHER BUSINESS ADVISORS DOES INCLUDE A REVIEW TO DETERMINE THE FOLLOWING: 1) THE IMPACT OF THE ARRANGEMENT UNDER APPLICABLE FEDERAL AND STATE LAW 2) WHETHER THE ARRANGEMENT WILL JEOPARDIZE THE ORGANIZATION'S EXEMPT STATUS AS A SECTION 501(C)(3) CHARITABLE ORGANIZATION-HOSPITAL. 3) WHETHER THE ARRANGEMENT WILL RESULT IN ANY UNRELATED BUSINESS TAXABLE INCOME 4) THE IMPACT OF THE ARRANGEMENT ON ANY EXISTING CONTRACTUAL AGREEMENTS OR OTHER BUSINESS RELATIONSHIPS AND 5) WHETHER THE ARRANGEMENT WILL RESULT IN ANY CONFLICTS OF INTEREST. IF THERE ARE ANY CONCERNS WITH RESPECT TO ANY OF THE ABOVE MATTERS, THE ORGANIZATION WILL TAKE APPROPRIATE STEPS TO ENSURE THAT, IF THE JOINT VENTURE IS PURSUED, THE ARRANGEMENT WILL BE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE LAW AND TO SAFEGUARD THE ORGANIZATION'S TAX-EXEMPT STATUS. A FORMAL WRITTEN POLICY AND PROCEDURE HAS BEEN APPROVED. |
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