2020-07-15T13:22:32-05:00 2019-08-31 390859910 BAKER TILLY VIRCHOW KRAUSE LLP 777 E WISCONSIN AVENUE 32ND FLOOR MILWAUKEE WI 53202 990 2018-09-01 390806446 BETHESDA LUTHERAN COMMUNITIES INC BETH 9202613050 600 HOFFMANN DRIVE WATERTOWN WI 53094 BRIAN SAVOIE CFO 9202613050 2020-07-15 1 TROY MARINE CPA P00187863 4147775500 2020-07-15 71.159.58.30 2020-07-15 09:20:45 CD P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 AE93E721A4DD0EED093D4162907705053E696DB9 2018 2020-09-23 17:36:50Z DR MICHAEL THIRTLE 600 HOFFMANN DRIVE WATERTOWN WI 53094 104912810 0 X WWW.BETHESDALUTHERANCOMMUNITIES.ORG X 1903 WI SEE SCHEDULE O. 13 13 3357 790 213223 -175562 76685297 13700836 33562405 89184789 3636339 -206316 1055731 968854 114939772 103648163 53566 60369 0 0 93794237 90332795 427068 935168 3750688 40675327 37686263 134950198 129014595 -20010426 -25366432 202344384 180401902 60911562 74504308 141432822 105897594 X TO ENHANCE THE LIVES OF PEOPLE WITH INTELLECTUAL AND DEVELOPMENTAL DISABILITIES THROUGH SERVICES THAT SHARE THE GOOD NEWS OF JESUS CHRIST. 0 0 104833069 60369 89866185 BETHESDA PROVIDES HOMES AND OTHER SERVICES FOR MORE THAN 1,500 PEOPLE WITH INTELLECTUAL AND DEVELOPMENTAL DISABILITIES ACROSS 13 STATES. THIS INCLUDES RESIDENTIAL LIVING SERVICES, HOST HOMES/FAMILY LIVING PROGRAMS, DAY PROGRAMS, SPIRITUAL SUPPORT SERVICES, VOCATIONAL TRAINING AND THRIFT SHOPS. ALL PROGRAMS AND SERVICES ARE DELIVERED WITH ATTENTION TO QUALITY AND INNOVATION. BETHESDA'S DIRECT SUPPORT PROFESSIONALS HAVE BEEN RECOGNIZED NATIONALLY BY ANCOR FOR THEIR HIGH-QUALITY SUPPORT. BETHESDA IS GROWING ITS HOST HOME SUPPORT SERVICES, WHICH MATCH AN INDIVIDUAL, COUPLE OR FAMILY WITH A PERSON WHO HAS A DISABILITY. TODAY THERE ARE MORE THAN 90 PEOPLE SUPPORTED IN A HOST HOME ENVIRONMENT IN FIVE STATES. BETHESDA PROVIDES EMPLOYMENT SUPPORT TO MORE THAN 100 PEOPLE WORKING WITHIN DOZENS OF BUSINESSES. EMPLOYMENT SUPPORT TAKES MANY FORMS, INCLUDING COACHING BY BETHESDA STAFF, AS WELL AS COMMUNITY PARTNERSHIPS. IN WISCONSIN, BETHESDA PARTNERS WITH A LOCAL HOSPITAL AND SCHOOL SYSTEM ON A PROJECT KNOWN AS PROJECT SEARCH TO PROVIDE HANDS-ON JOB SKILLS. IN PARTNERSHIP WITH CONCORDIA UNIVERSITY WISCONSIN, BETHESDA OFFERS A TWO-YEAR PROGRAM, BETHESDA COLLEGE, WHICH OFFERS LIFE, EMPLOYMENT AND LEARNING SKILLS. BETHESDA HAS ENGAGED MORE THAN 900 CONGREGATIONS TO OFFER WORSHIP, BIBLE STUDIES AND INCLUSION FOR PEOPLE WITH DISABILITIES. BETHESDA FURTHER PROVIDES DEVOTIONAL RESOURCES, DISABILITY AWARENESS MATERIALS, AND ADAPTIVE COMMUNICATION PIECES TO INDIVIDUALS AND CONGREGATIONS IN 40 STATES. AN AMBASSADOR PROGRAM, INVOLVING OUTREACH BY MORE THAN 80 CONTRACTED COLLEGE STUDENTS, DEACONESSES AND RETIRED PASTORS, IS OPENING NEW OPPORTUNITIES FOR BETHESDA WITHIN CONGREGATIONS. BETHESDA RELIES ON AN ACTIVE CORPS OF MORE THAN 6,000 VOLUNTEERS, INCLUDING BETHESDA AUXILIARY, TO EXTEND ITS REACH. BETHESDA OPERATES 15 THRIFT SHOPS IN SEVEN STATES THAT GENERATE REVENUE TO HELP SUPPORT PEOPLE WITH DISABILITIES. THE STORES, STAFFED BY EMPLOYEES AND VOLUNTEERS, PROVIDE AFFORDABLE SHOPPING OPTIONS TO FAMILIES IN COMMUNITIES WE SERVE AND EMPLOYMENT OPPORTUNITIES FOR PEOPLE OF ALL ABILITIES. 104833069 1 1 0 1 0 0 0 0 0 1 1 0 0 1 1 0 0 1 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 1 314 0 3357 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 13 13 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 0 1 1 0 AR CA FL HI KY MA MD MI MN MS NC NH NJ NM NY OR PA SC TN VA WI WV X X X BRIAN SAVOIE 9202613050 600 HOFFMANN DRIVE WATERTOWN WI 53094 DR VIRGINIA MILLER CHAIRMAN 1.00 1.00 X X 0 0 0 REV JAY DEBEIR VICE CHAIRMAN 1.00 1.00 X X 0 0 0 CATHERINE BRONDOS SECRETARY 1.00 1.00 X X 0 0 0 RANDALL ODZER TREASURER 1.00 1.00 X X 0 0 0 TIFFANY MANOR DIRECTOR 1.00 X 0 0 0 MALCOLM CONNER DIRECTOR 1.00 X 0 0 0 DAVID KEIL DIRECTOR 1.00 X 0 0 0 ARDIS LOEBER DIRECTOR 1.00 X 0 0 0 CHRISTINE TRICOLI DIRECTOR 1.00 X 0 0 0 ELLEN TRYTEK DIRECTOR 1.00 X 0 0 0 LARRY TYLER DIRECTOR 1.00 X 0 0 0 CESAR VILLAPLANDO DIRECTOR 1.00 X 0 0 0 JOHN WIKTOR DIRECTOR 1.00 X 0 0 0 DR MICHAEL THIRTLE PRESIDENT & CEO 39.00 1.00 X 490407 0 11449 JEFFREY KACZMARSKI EVP & VP LEGAL 39.00 1.00 X 364198 0 11919 LORI ANDERSON CHIEF OPERATING OFFICER 39.00 1.00 X 327519 0 10057 DAVID GRIEBL CHIEF FINANCIAL OFFICER 39.00 1.00 X 303727 0 14487 MICHAEL KLIMKOSKY CHIEF INFORMATION OFFICER 39.00 1.00 X 224835 0 20083 DANIEL LUSK VP BUSINESS DEVELOPMENT TERMED 39.00 1.00 X 185314 0 11908 CINDY MOON-MOGUSH CHIEF MARKETING & COMM OFFICER 39.00 1.00 X 263398 0 20083 JOHN NICKELS MAJOR GIFTS OFFICER 39.00 1.00 X 196234 0 12260 SUSAN KAUFMAN VP OPERATIONS 39.00 1.00 X 186911 0 25774 2542543 0 138020 28 0 1 0 BRIXMOR OPERATING PARTNERSHIP LP PO BOX 645349 CINCINNATI OH 45264 RENT 368657 EM WEST LLC IN YOUR HOME 16868 SW 65TH AVE STE 332 LAKE OSWEGO OR 97035 CONTRACTED MAINTENANCE 345231 CREATIVE BUSINESS INTERIORS INC 1535 S 10TH ST MILWAUKEE WI 53214 OFFICE DESIGN AND FURNISHING 321723 SOS HEALTHCARE STAFFING PO BOX 90 SALT LAKE CITY UT 84110 TEMPORARY STAFFING 315126 RELIAS LLC PO BOX 74008620 CHICAGO IL 60674 TRAINNING SOFTWARE 303683 25 1195 13699641 6133058 13700836 MEDICARE/MEDICAID PAYMENTS 623990 81229840 81229840 PRIVATE CLIENT CARE REVENUE 623990 7954949 7954949 89184789 128382 128382 246738 172503 74235 74235 74235 365187 699885 -334698 -334698 -334698 605482 392259 213223 213223 MISCELLANEOUS REVENUE 900099 681396 681396 681396 103648163 89866185 213223 -132081 60369 60369 1580036 59829 1400549 119658 72630699 61272199 9640848 1717652 1301025 1096575 170938 33512 9113803 7665554 1290528 157721 5707232 4860603 731123 115506 990526 2077 986212 2237 137837 137837 935168 935168 9199 9199 5852710 4521912 1176579 154219 71646 53731 11746 6169 2372466 1734663 428569 209234 2677466 2335037 312753 29676 6760695 5922010 818455 20230 2718678 2002847 531439 184392 167908 111259 43307 13342 1181077 1181077 5156410 4409032 744169 3209 1990325 1766151 211353 12821 FACILITY & MAINT SUPPLI 2634381 2562153 71247 981 OTHER CLIENT SER/RECRUI 1769194 731099 1011414 26681 DIETARY SUPPLIES 1705425 1705384 40 1 MEDICAID ASSESSMENT FEE 1241682 1241682 248638 718903 -478544 8279 129014595 104833069 20430838 3750688 3442989 1570648 3207150 2234994 7406223 7461473 236759 207730 1055796 1101959 120663478 65212916 57003501 55450562 3344894 3803209 126647072 108571327 202344384 180401902 21718676 35292825 20000 35001806 35000773 4171080 4210710 60911562 74504308 X 128582803 92607859 4668331 5086300 8181688 8203435 141432822 105897594 202344384 180401902 X -25366432 -10168796 X 0 1 X 1 1 1 X 16559018 13503102 17444703 17126305 13700836 78333964 109389904 110150895 103350490 93121397 89184789 505197475 125948922 123653997 120795193 110247702 102885625 583531439 2996250 1512812 4428319 2238728 1536099 12712208 0 2996250 1512812 4428319 2238728 1536099 12712208 570819231 467144 525040 411142 574874 375120 2353320 467144 525040 411142 574874 375120 2353320 439867 391529 325968 240369 213224 1610957 1115990 1492331 833743 756829 681396 4880289 127971923 126062897 122366046 111819774 104155365 592376005 0.96360 0.75150 0.00400 0.00380 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: MISCELLANEOUS - 2014 AMOUNT: $ 1,015,964. 2015 AMOUNT: $ 1,425,686. 2016 AMOUNT: $ 808,569. 2017 AMOUNT: $ 756,829. 2018 AMOUNT: $ 681,396. EDUCATIONAL RESOURCE SALES - 2014 AMOUNT: $ 100,026. 2015 AMOUNT: $ 66,645. 2016 AMOUNT: $ 25,174. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1 1 0 0 0 0 1 8716 1 6228 1 41272 56216 0 PART II-B, LINE 1: SCHEDULE C, PART II-B, LINE 1 - LINE 1D: BETHESDA HAS NOT USED THE U.S. MAIL FOR ANY DIRECT LOBBYING OR ADVOCACY ACTIVITIES. ALL COMMUNICATIONS WITH FEDERAL, STATE, AND ADMINISTRATION OFFICIALS HAS BEEN CONDUCTED USING EMAIL, VOTERVOICE (WEB-BASED ADVOCACY PLATFORM) OR FACE-TO-FACE MEETINGS. THE ONLY USE OF THE MAIL SERVICE HAS BEEN TO COMMUNICATE DIRECTLY WITH PARENTS AND GUARDIANS REGARDING UPCOMING MEETINGS AND WERE STRICTLY EDUCATIONAL IN NATURE. SCHEDULE C, PART II-B, LINE 1G: DIRECT CONTACT WITH LEGISLATORS AND STAFF ON THE FEDERAL LEVEL HAS PRIMARILY BEEN IN RELATION TO DSP WAGES AND FINANCIAL STRESSES CAUSED BY INCREASED STATE MINIMUM WAGES, ELECTRONIC VISIT VERIFICATION PORTION OF THE 21ST CENTURY CURES ACT AND CMS CONSIDERATION OF BLOCK GRANTS, PER-CAPITA CAPS AND PROVIDER TAXES. STAFF, ADVOCATES AND SELF-ADVOCATES HAVE MET WITH STATE OFFICIALS IN ILLINOIS, WISCONSIN, INDIANA, KANSAS, MINNESOTA, COLORADO, OREGON, CALIFORNIA AND MISSOURI TO DISCUSS DISABILITY FUNDING ISSUES AND ACCESS TO MEDICAID-FUNDED HEALTH SERVICES. SCHEDULE C, PART II-B, LINE 1H: BETHESDA HAS PARTICIPATED IN RALLIES AND HILL VISITS REGARDING CMS ACTIONS AND MONEY FOLLOWS THE PERSON RENEWAL WITH OUR NATIONAL ADVOCACY PARTNER, ANCOR. WE'VE ALSO JOINED FUNDING CAMPAIGNS IN MINNESOTA, ILLINOIS, OREGON, CALIFORNIA, INDIANA, TEXAS, WASHINGTON, NEW JERSEY AND WISCONSIN. BETHESDA HAS ALSO CONDUCTED NUMEROUS ADVOCACY TRAININGS FOR STAFF, PARENTS, AND SELF-ADVOCATES. SCHEDULE C, PART II-B, LINE 1I: BETHESDA MAINTAINS A VOTERVOICE SITE TO ENCOURAGE EMAIL AND PHONE CONTACTS BETWEEN ADVOCATES AND THEIR ELECTED OFFICIALS, A WEEKLY POLICY NEWSLETTER TO STAFF AND WEBSITE THAT CONTAINS UP-TO-DATE ISSUE INFORMATION AND ADVOCACY RESOURCES. 1771829 1771829 1771829 1771829 1771829 1771829 1771829 1771829 1771829 1771829 1.00000 0.00000 1 0 9576694 9576694 86198381 43061703 43136678 1044666 631612 413054 16588302 15125403 1462899 7255435 6394198 861237 55450562 BENEFICIAL INTEREST IN NET ASSETS OF BLF, HUDS, BCV 96903054 BENEFICIAL INTEREST IN SIA PIF 4182610 FUNDS HELD ON BEHALF OF CLIENTS 1605316 OTHER MISCELLANEOUS RECEIVABLES 3797943 DEBT ISSUANCE COSTS 38699 ESCROW DEPOSITS 2043705 108571327 DUE TO BENEFICIARIES UNDER SIA ANNUITIES 1757388 FUNDS HELD ON BEHALF OF CLIENTS 1036142 OTHER LONG TERM LIABILITIES 1417180 4210710 PART V, LINE 4: THE ENDOWMENT FUNDS ARE USED TO SUPPORT THE OPERATIONS OF A PORTION OF BETHESDA'S PROGRAMS WHICH WERE FORMERLY THE PROGRAMS OF GOOD SHEPHERD LUTHERAN HOME OF THE WEST. X X X X X X 1 ONE & ALL 2 N LAKE STE 600 PASADENA CA 91101 CONSULT & EXECUTE BETHESDA'S DIRECT MAIL & DIGITAL FUNDRAISI 0 1354776 935168 419608 1354776 935168 419608 AR CA FL HI KY MA MD MI MN MS NC NH NJ NM NY OR PA SC TN VA WI WV 1 SCHOLARSHIP - STUDENTS 16 48000 SCHOLARSHIP - EMPLOYEE 14 12369 PART I, LINE 2: SCHOLARSHIPS FOR INDIVIDUAL STUDENTS: THE SCHOLARSHIP FUNDS ARE SENT DIRECTLY TO THE EDUCATIONAL INSTITUTION OF THE STUDENT AND APPLIED TOWARD THEIR TUITION COSTS. SCHOLARSHIPS FOR EMPLOYEES: THE SCHOLARSHIP IS AWARDED UPON VERIFICATION OF SUCCESSFUL COMPLETION OF THE COURSE. ALL RECIPIENTS AGREE TO REMAIN EMPLOYED WITH THE ORGANIZATION FOR ONE YEAR AFTER RECEIPT OF THE SCHOLARSHIP. IF THE RECIPIENT TERMINATES EMPLOYMENT BEFORE ONE YEAR IS COMPLETE, THE RECIPIENT AGREES TO RETURN A PRORATED PORTION OF THE SCHOLARSHIP. X 1 1 X X X X 0 0 0 0 0 0 0 0 0 DR MICHAEL THIRTLE PRESIDENT & CEO 448407 0 42000 0 0 0 0 0 11449 0 501856 0 0 0 JEFFREY KACZMARSKI EVP & VP LEGAL 332998 0 31200 0 0 0 0 0 11919 0 376117 0 0 0 LORI ANDERSON CHIEF OPERATING OFFICER 301019 0 26500 0 0 0 0 0 10057 0 337576 0 0 0 DAVID GRIEBL CHIEF FINANCIAL OFFICER 277227 0 26500 0 0 0 0 0 14487 0 318214 0 0 0 MICHAEL KLIMKOSKY CHIEF INFORMATION OFFICER 210835 0 14000 0 0 0 0 0 20083 0 244918 0 0 0 DANIEL LUSK VP BUSINESS DEVELOPMENT TERMED 185314 0 0 0 0 0 0 0 11908 0 197222 0 0 0 CINDY MOON-MOGUSH CHIEF MARKETING & COMM OFFICER 239898 0 23500 0 0 0 0 0 20083 0 283481 0 0 0 JOHN NICKELS MAJOR GIFTS OFFICER 196234 0 0 0 0 0 0 0 12260 0 208494 0 0 0 SUSAN KAUFMAN VP OPERATIONS 176911 0 10000 0 0 0 0 0 25774 0 212685 0 0 0 PART I, LINE 1A DIRECTOR SPOUSE TRAVEL IS REIMBURSED UPON REQUEST FOR UP TO TWO (OUT OF FOUR) BOARD MEETINGS PER YEAR. DIRECTORS RECEIVE NO COMPENSATION OF ANY NATURE FOR THEIR SERVICES AS DIRECTORS. PART I, LINE 3 THE BOARD OF DIRECTORS EXECUTIVE COMMITTEE SERVES AS A COMPENSATION COMMITTEE WITH THE DUTY TO REVIEW AND MAKE FINDINGS AS TO THE REASONABLENESS OF (I) THE COMPENSATION PAID AND BENEFITS PROVIDED TO THE PRESIDENT AND CHIEF EXECUTIVE OFFICER, AND (II) THE RECOMMENDATIONS OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER FOR THE COMPENSATION RANGES AND BENEFIT LEVELS FOR THE EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICERS, CHIEF OPERATIONS OFFICER, VICE PRESIDENT OF OPERATIONS AND ALL OTHER PERSONS WHOM IT DETERMINES TO BE IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE CORPORATION WITHIN THE MEANING OF SECTION 4958 OF THE INTERNAL REVENUE CODE ("DISQUALIFIED PERSONS"). IN DOING SO IT (1) IDENTIFIES ALL DISQUALIFIED PERSONS; (2) PERIODICALLY (AT LEAST IN EVERY ODD-NUMBER YEAR) REVIEWS AND DETERMINES THE REASONABLENESS OF THE COMPENSATION AND BENEFIT LEVELS OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER; (3) PERIODICALLY (AT LEAST EVERY ODD-NUMBERED YEAR) REVIEWS AND DETERMINES THE REASONABLENESS OF THE RECOMMENDATIONS OF THE VICE PRESIDENT AND CHIEF EXECUTIVE OFFICER FOR THE COMPENSATION RANGES AND BENEFIT LEVELS OF OTHER DISQUALIFIED PERSONS; (4) CONSIDERS ALL INCENTIVES, PERQUISITES, DEFERRED COMPENSATION AND ANYTHING OF VALUE WHEN CONSIDERING THE REASONABLENESS OF COMPENSATION OR BENEFIT LEVELS; (5) OBTAINS FROM SOURCES OUTSIDE THE CORPORATION OBJECTIVE, MARKET COMPARABLE COMPENSATION AND BENEFIT LEVEL DATA; (6) DOCUMENTS ITS CONSIDERATIONS AND DETERMINATIONS IN WRITTEN REPORTS; AND (7) AT LEAST ANNUALLY REPORT ITS ACTIVITIES AND FINDINGS TO THE BOARD OF DIRECTORS. X 6133058 RESALE VALUE X 5 33269 FAIR MARKET VALUE 0 1 1 PART I, LINE 32B: BETHESDA USES A BROKERAGE FIRM TO SELL ALL GIFTS OF DONATED SECURITIES. FORM 990, PART I, LINE 1: BETHESDA IS A CHRISTIAN ORGANIZATION THAT PROVIDES SUPPORT TO PEOPLE WITH INTELLECTUAL AND/OR DEVELOPMENTAL DISABILITIES ACROSS THE U.S. BETHESDA'S MISSION IS TO ENHANCE THE LIVES OF PEOPLE WITH INTELLECTUAL AND DEVELOPMENTAL DISABILITIES BY SHARING THE GOOD NEWS OF JESUS CHRIST. ITS GOAL IS TO HELP THE PEOPLE THEY SUPPORT TO LIVE AS INDEPENDENTLY AS POSSIBLE. BETHESDA OFFERS A VAST ARRAY OF SUPPORTS AND RESOURCES INCLUDING RESIDENTIAL LIVING OPTIONS, HOST HOMES/FAMILY LIVING PROGRAMS, DAY PROGRAMS, FAITH SUPPORT SERVICES, VOCATIONAL TRAINING, A TWO-YEAR COLLEGE PROGRAM, AND THRIFT SHOPS. BETHESDA ALSO WORKS CLOSELY WITH CONGREGATIONS AS THEY ENDEAVOR TO INCLUDE PEOPLE WITH DISABILITIES. ADDITIONALLY, BETHESDA PROVIDES EMPLOYMENT SERVICES THROUGH JOB COACHES AND A VARIETY OF COMMUNITY PARTNERSHIPS. BETHESDA'S THRIFT SHOPS HAVE BEEN A DIRECT WAY FOR MEMBERS OF THE COMMUNITY TO SUPPORT AND CONNECT WITH THE MISSION. FORM 990, PART VI, SECTION A, LINE 6 THE ARTICLES OF INCORPORATION OF BETHESDA LUTHERAN COMMUNITIES, INC. (THE "CORPORATION") PROVIDES FOR BOTH INDIVIDUAL AND CONGREGATIONAL MEMBERSHIPS. ANY INDIVIDUAL WHO IS A COMUNICANT MEMBER OF A CONGREGATION AFFILIATED WITH THE LUTHERAN CHURCH- MISSOURI SYNOD, THE WISCONSIN EVANGELICAL LUTHERAN SYNOD, OR THE EVANGELICAL LUTHERAN SYNOD MAY BECOME A MEMBER OF THE CORPORATION UPON APPLICATION AND PAYMENT OF MEMBERSHIP DUES AS FIXED IN THE BYLAWS. ANY INDIVIDUAL MEMBER OF THE CORPORATION AS DESCRIBED ABOVE WHO SHALL NOT BE MORE THAN SIX (6) MONTHS IN ARREARS IN DUES AND SHALL HAVE ATTAINED THE AGE OF EIGHTEEN (18) SHALL BE ELEGIBLE TO VOTE; AND ANY VOTING MEMBER WHO SHALL HAVE ATTAINED THE AGE OF TWENTY-FIVE (25) SHALL BE ELEGIBLE TO BE ELECTED AS A DIRECTOR OF THE CORPORATION. ANY CONGREGATION AFFILIATED WITH THE LUTHERAN CHURCH - MISSOURI SYNOD, THE WISCONSIN EVANGELICAL LUTHERAN SYNOD, OR THE EVANGELICAL LUTHERAN SYNOD MAY HOLD A BETHESDA LUTHERAN COMMUNITIES, INC. CONGREGATIONAL MEMBERSHIP IN THE CORPORATION UPON APPLICATION AND PAYMENT OF CONGREGATIONAL MEMBERSHIP DUES AS FIXED IN THE BYLAWS; A MEMBER CONGREGATION MAY BE REPRESENTED AT THE CORPORATION MEETING BY ONE (1) ELECTED REPRESENTATIVE. ANY CONGREGATION WHICH IS NOT MORE THAN SIX (6) MONTHS IN ARREARS IN DUES SHALL BE ENTITLED TO HAVE ITS REPRESENTATIVE VOTE. FORM 990, PART VI, SECTION A, LINE 7A SEE NARRATIVE FOR FORM 990, PART VI, SECTION A, LINE 6. FORM 990, PART VI, SECTION A, LINE 7B BETHESDA LUTHERAN COMMUNITIES, INC. ("BETHESDA") MEMBERS HAVE THE FOLLOWING POLITICAL RIGHTS IN BETHESDA: MEMBERS HAVE THE RIGHT TO VOTE IN DIRECTOR ELECTIONS; ANY SUBSTANTIVE AMENDMENTS TO BETHESDA'S ARTICLES OF INCORPORATION MUST BE APPROVED BY ITS MEMBERSHIP, WIS. STAT. SECTION 181.1002 & .1003; BETHESDA MEMBERS MAY COMPEL A SPECIAL MEETING OF THE MEMBERSHIP, IF REQUESTED BY 25 MEMBERS; EVERY DIRECTOR IS REQUIRED TO BE A MEMBER IN GOOD STANDING; AND BETHESDA MEMBERS MAY AMEND THE BYLAWS AT A REGULAR ANNUAL OR SPECIAL MEMBERSHIP MEETING. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 WAS PREPARED BY STAFF AND REVIEWED AND APPROVED BY THE CHIEF FINANCIAL OFFICER. THE FORM 990 WAS THEN PRESENTED TO THE BOARD OF DIRECTORS FOR REVIEW. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY EACH NOVEMBER, EVERY DIRECTOR IS REQUIRED TO ASSESS THE POTENTIAL FOR ANY CONFLICTS OF INTEREST AND SIGN A FORM THAT DISCLOSES WHETHER THE BETHESDA LUTHERAN COMMUNITIES, INC. DIRECTOR HAS ANY POTENTIAL CONFLICTS OF INTEREST. THE ORGANIZATION'S COMPLIANCE AND RISK MANAGEMENT TEAM AUDITS WHETHER EVERY DIRECTOR HAS SUBMITTED A SIGNED CONFLICTS OF INTEREST DISCLOSURE FORM, AND ENSURES THAT THIS IS DONE ANNUALLY FOR EVERY DIRECTOR. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD OF DIRECTORS EXECUTIVE COMMITTEE SERVES AS A COMPENSATION COMMITTEE WITH THE DUTY TO REVIEW AND MAKE FINDINGS AS TO THE REASONABLENESS OF (I) THE COMPENSATION PAID AND BENEFITS PROVIDED TO THE PRESIDENT AND CHIEF EXECUTIVE OFFICER, AND (II) THE RECOMMENDATIONS OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER FOR THE COMPENSATION RANGES AND BENEFIT LEVELS FOR THE EXECUTIVE VICE PRESIDENT, THE CFO, THE COO AND ALL OTHER PERSONS WHOM IT DETERMINES TO BE IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE CORPORATION WITHIN THE MEANING OF SECTION 4958 OF THE INTERNAL REVENUE CODE ("DISQUALIFIED PERSONS"). IN DOING SO IT (1) IDENTIFIES ALL DISQUALIFIED PERSONS; (2) PERIODICALLY (AT LEAST IN EVERY ODD-NUMBER YEAR) REVIEWS AND DETERMINES THE REASONABLENESS OF THE COMPENSATION AND BENEFIT LEVELS OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER; (3) PERIODICALLY (AT LEAST IN EVERY ODD-NUMBER YEAR) REVIEWS AND DETERMINES THE REASONABLENESS OF THE RECOMMENDATIONS OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER FOR THE COMPENSATION RANGES AND BENEFIT LEVELS OF OTHER DISQUALIFIED PERSONS; (4) CONSIDERS ALL INCENTIVES, PERQUISITES, DEFERRED COMPENSATION AND ANYTHING OF VALUE WHEN CONSIDERING THE REASONABLENESS OF COMPENSATION OR BENEFIT LEVELS; (5) OBTAINS FROM SOURCES OUTSIDE THE CORPORATION OBJECTIVE, MARKET COMPARABLE COMPENSATION AND BENEFIT LEVEL DATA; (6) DOCUMENTS ITS CONSIDERATIONS AND DETERMINATIONS IN WRITTEN REPORTS; AND (7) AT LEAST ANNUALLY REPORT ITS ACTIVITIES AND FINDINGS TO THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION C, LINE 19 THE CORPORATION'S GOVERNING DOCUMENTS INCLUDING CONFLICTS OF INTEREST POLICY, 990 TAX RETURNS AND CURRENT AUDITED FINANCIAL STATEMENTS ARE AVAILABLE ON THE ORGANIZATION'S PUBLIC WEB SITE (HTTP://BETHESDALUTHERANCOMMUNITIES.ORG) AND TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: CHANGE IN NET ASSETS OF FOUNDATION, HUD COMPANIES AND CORNER (UNRESTRICTED) -19,323,159. CHANGE IN NET ASSETS OF FOUNDATION (RESTRICTED) 6,867. ACTUARIAL CHANGE IN SPLIT INTEREST AGREEMENTS (UNRESTRICTED) -235,048. RESTRICTED INVESTMENT INCOME 20,771. MARKET ADJUSTMENT ON FIXED INCOME INVESTMENTS ADJUSTMENT TO UNFUNDED PENSION LIABILITY -14,713,227. TRANSFER OF ASSETS FROM FOUNDATION 24,075,000. BETHESDA CORNERSTONE VILLAGE LLC 600 HOFFMANN DR WATERTOWN WI 53094 841730106 DEVELOP AND LEASE REAL ESTATE WI 0 2085000 BETHESDA LUTHERAN BETHESDA CORNERSTONE VILLAGE VICTORIA LLC 600 HOFFMANN DR WATERTOWN WI 53094 834717277 REAL ESTATE DEVELOPMENT WI 2867 4016052 BETHESDA LUTHERAN BETHESDA LUTHERAN FOUNDATION INC 600 HOFFMANN DRIVE WATERTOWN WI 53094 391336413 RAISE FUNDS FOR BETHESDA LUTHERAN COMMUNITIES, INC. WI 501(C)(3) 11, TYPE I BETHESDA LUTHERAN COMMUNITIES INC 1 FAITH VILLAGE INC (HUD) 600 HOFFMANN DRIVE WATERTOWN WI 53094 480919671 LOW INCOME HOUSING KS 501(C)(3) 9 BETHESDA LUTHERAN COMMUNITIES INC 1 FAITH VILLAGE IV INC (HUD) 600 HOFFMANN DRIVE WATERTOWN WI 53094 481066940 LOW INCOME HOUSING KS 501(C)(3) 9 BETHESDA LUTHERAN COMMUNITIES INC 1 GOOD SHEPHERD OF COLORADO I (HUD) 600 HOFFMANN DRIVE WATERTOWN WI 53094 742676369 LOW INCOME HOUSING CO 501(C)(3) 9 BETHESDA LUTHERAN COMMUNITIES INC 1 CREATING POSSIBILITIES INC (HUD) 600 HOFFMANN DRIVE WATERTOWN WI 53094 841261170 LOW INCOME HOUSING CO 501(C)(3) 9 BETHESDA LUTHERAN COMMUNITIES INC 1 GOOD SHEPHERD OF WASHINGTON (HUD) 600 HOFFMANN DRIVE WATERTOWN WI 53094 911323920 LOW INCOME HOUSING WA 501(C)(3) 9 BETHESDA LUTHERAN COMMUNITIES INC 1 GOOD SHEPHERD OF WASHINGTON II (HUD) 600 HOFFMANN DRIVE WATERTOWN WI 53094 911369875 LOW INCOME HOUSING WA 501(C)(3) 9 BETHESDA LUTHERAN COMMUNITIES INC 1 GOOD SHEPHERD CORPORATION OF OREGON (HUD) 600 HOFFMANN DRIVE WATERTOWN WI 53094 943043530 LOW INCOME HOUSING OR 501(C)(3) 9 BETHESDA LUTHERAN COMMUNITIES INC 1 OREGON GOOD SHEPHERD LUTHERAN HOME INC (HUD) 600 HOFFMANN DRIVE WATERTOWN WI 53094 943043533 LOW INCOME HOUSING OR 501(C)(3) 9 BETHESDA LUTHERAN COMMUNITIES INC 1 GOOD SHEPHERD RESIDENCE INC (HUD) 600 HOFFMANN DRIVE WATERTOWN WI 53094 942576886 LOW INCOME HOUSING CA 501(C)(3) 9 BETHESDA LUTHERAN COMMUNITIES INC 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 BETHESDA LUTHERAN FOUNDATION INC C 24075000 CASH TRANSFER