2022-08-11T14:21:07-05:00 2021-09-30 381357951 PLANTE & MORAN PLLC 10 S RIVERSIDE PLAZA 9TH FLOOR CHICAGO IL 60606 990 2020-10-01 363478388 COVENANT LIVING COMMUNITIES AND SERVICES COVE 7738782294 5700 OLD ORCHARD RD SKOKIE IL 60077 JEAN E JUSTIE CFO 7738782294 2022-08-05 1 JEAN JUSTIE 999009999 DAVID LOWENTHAL P00378651 3122071040 2022-08-05 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z TERRI S CUNLIFFE 5700 OLD ORCHARD RD SKOKIE IL 60077 63109220 0 2650 X WWW.COVLIVING.ORG X 1980 IL CARE FOR SENIOR ADULTS. 18 16 158 20 0 0 280454 2338871 37219720 40427982 2480624 13322993 306430 854190 40287228 56944036 12891 5700 0 0 17076594 17803864 0 0 569317 15139668 15039279 32229153 32848843 8058075 24095193 246474453 297389461 169030339 173854876 77444114 123534585 X AS A MINISTRY OF THE EVANGELICAL COVENANT CHURCH, COVENANT LIVING COMMUNITIES AND SERVICES CELEBRATES GOD'S GIFT OF LIFE IN CHRISTIAN COMMUNITY. WE FOLLOW THE GREAT COMMANDMENT TO LOVE AND SERVE GOD AND ONE ANOTHER AS TAUGHT BY JESUS CHRIST. (SEE SCHEDULE O) 0 0 21110989 5700 37788268 THE NUMBER OF PERSONS RESIDING AT THE CONTINUING CARE RETIREMENT COMMUNITIES, OPERATED BY COVENANT LIVING COMMUNITIES AND SERVICES, WHO BENEFITED FROM THE SERVICES WE PROVIDED FOR THE YEAR ENDED SEPTEMBER 30, 2021 WERE AS FOLLOWS:RESIDENTIAL & CATERED LIVING: THERE WERE A TOTAL OF 3,523 RESIDENTS, OCCUPYING 2,765 APARTMENTS AT 09/30/2021. RESIDENCY FOR THE FISCAL YEAR TOTALED 1,263,565 RESIDENT DAYS.ASSISTED LIVING: THERE WERE A TOTAL OF 594 ASSISTED LIVING RESIDENTS AT 09/30/2021. ASSISTED LIVING RESIDENCY FOR THE FISCAL YEAR TOTALED 210,058 RESIDENT DAYS.SKILLED NURSING: THERE WERE A TOTAL OF 711 SKILLED CARE RESIDENTS AT 09/30/2021. SKILLED CARE RESIDENCY FOR THE FISCAL YEAR TOTALED 255,867 RESIDENT DAYS. 2158760 0 3456395 ESTATES OF WINDSOR PARK:THE NUMBER OF PERSONS WHO BENEFITED FROM THE SERVICES WE PROVIDED FOR THE YEAR ENDED SEPTEMBER 30, 2021 WERE AS FOLLOWS:THERE WERE A TOTAL OF 93 RESIDENTS, OCCUPYING 61 APARTMENTS AT 09/30/21. RESIDENCY FOR THE FISCAL YEAR TOTALED 33,470 RESIDENT DAYS. 23269749 1 1 0 0 0 0 0 0 1 1 1 1 0 1 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 81 0 1 158 1 0 1 BD 0 0 0 0 0 0 0 0 0 0 X 18 16 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 IL X JEAN E JUSTIE 7738782294 C/O CLCS 5700 OLD ORCHARD RD SKOKIE IL 60077 TERRI S CUNLIFFE DIRECTOR/CLCS PRESIDENT/CEO 40.00 19.00 X X 1135793 0 31500 JODY HOLT FORMER CFO/TREASURER/ASST SECRETARY 0.00 0.00 X 518721 0 23939 JAY HIBBARD SENIOR VICE PRESIDENT OF MARKETING 40.00 1.00 X 500495 0 74087 RANDAL GROSS VICE PRESIDENT OF PROJECT DEVELOPMENT 40.00 1.00 X 391065 0 27545 DAVID G ERICKSON SR VP & GEN COUNSEL/ASST SECRETARY 40.00 19.00 X 384477 0 82856 JAMES TORRIBLE VICE PRESIDENT, PHILANTHROPY 40.00 1.00 X 448990 0 63898 FRAN PALMA SENIOR VP OF MARKETING 22.50 22.50 X 426835 0 70477 WILLIAM RABE SR VP ENTERPRISE OPS/ASST SECRETARY 40.00 19.00 X 364071 0 48222 MIA LEIBOW VP, FINANCIAL PLANNING & ANALYSIS 40.00 1.00 X 374124 0 21537 CORY STERN - END 7121 INTERIM FINANCE LEAD/TREASURER 40.00 19.00 X 210374 0 28762 JOHN WENRICH DIRECTOR/EX-OFFICIO 0.10 41.90 X 0 127768 97431 AMY LACROIX SVP, COMMUNITY OPS/ASST SECRETARY 40.00 19.00 X 98963 0 17120 REBEKAH ERICKSON - END 7121 ASSISTANT SECRETARY 40.00 19.00 X 94194 0 10106 JEAN E JUSTIE CFO/TREASURER/ASST SECRETARY 40.00 19.00 X 88260 0 11348 EMILY WARNYGORA ASSISTANT SECRETARY 40.00 19.00 X 71976 0 10795 MATTHEW MANLOVE DIRECTOR/CHAIR 0.10 1.90 X X 0 0 0 JANET CREANEY DIRECTOR/VICE CHAIR 0.10 1.90 X X 0 0 0 SARAH BENTLEY DIRECTOR/SECRETARY 0.10 1.90 X X 0 0 0 KURT KINCANON DIRECTOR 0.10 1.90 X 0 0 0 PAMELA CHRISTENSEN DIRECTOR 0.10 1.90 X 0 0 0 MARK C EASTBURG-END 7121 DIRECTOR 0.10 1.90 X 0 0 0 KARA E DAVIS MD-END 11420 DIRECTOR 0.10 1.90 X 0 0 0 LORENE FLEWELLEN DIRECTOR 0.10 1.90 X 0 0 0 JOHN FREDRICKSON DIRECTOR 0.10 1.90 X 0 0 0 JANET GOELZ HOFFMAN DIRECTOR 0.10 1.90 X 0 0 0 DAVID KIM - END 92821 DIRECTOR 0.10 1.90 X 0 0 0 ROBERT MARTIN DIRECTOR 0.10 1.90 X 0 0 0 JENNIFER MEANS DIRECTOR 0.10 1.90 X 0 0 0 MARY PALMER DIRECTOR 0.10 1.90 X 0 0 0 LOANN PETERSON DIRECTOR 0.10 1.90 X 0 0 0 DIXIE REPPE DIRECTOR 0.10 1.90 X 0 0 0 ANDREW VANOVER DIRECTOR 0.10 1.90 X 0 0 0 SUE POSTON DIRECTOR/EX-OFFICIO 0.10 1.90 X 0 0 0 KATHY BUETTNER DIRECTOR 0.10 1.90 X 0 0 0 RICHARD P NELSON - END 6121 DIRECTOR/EX-OFFICIO 0.10 1.90 X 0 0 0 5108338 127768 619623 65 1 1 0 THOMPSON HANCOCK WITTE & ASSOC 2100 RIVEREDGE PARKWAY SUITE 900 ATLANTA GA 30328 ARCHITECTURE, INTERIOR DESIGN AND LAND P 5854300 THE IMAGE GROUP OF TOLEDO INC 1255 CORPORATE DRIVE HOLLAND OH 43528 MARKETING AND BRANDING 1000776 SENIOROI LLC 4335 TAGGART CREEK RD STE A CHARLOTTE NC 28208 TARGETED MARKETING 785972 CHECKOFF LLC 124 BRIDGE ST SUFFIELD CT 06078 ONLINE MARKETING AND ADVERTISING 562376 ERICKSON PETERSON CRAMER 100 SOUTH SAUNDERS RD SUITE 150 LAKE FOREST IL 60045 LEGAL 494519 13 2193000 145871 2338871 MANAGEMENT FEES 561000 36845764 36845764 ROUTINE SERVICES 623000 2522300 2522300 ENTRANCE FEE 623000 1052315 1052315 ANCILLARY SERVICE 623000 7603 7603 40427982 19451346 19451346 74340 36831 37509 37509 37509 6082269 46084 -6082269 -46084 -6128353 -6128353 PURCHASING DISCOUNTS/REBATES 900099 258685 258685 APARTMENT UPGRADES 623000 49434 49434 SERVICES TO RESIDENTS 623000 1385 1385 507177 507177 816681 56944036 41244663 0 13360502 5700 5700 2994397 2994397 11452353 10699569 393583 359201 581182 479400 87486 14296 1804212 1529666 309850 -35304 971720 684347 271944 15429 1269478 1269478 328964 328964 6921 6921 470576 470576 1438150 1227387 182269 28494 25437 13500 11937 244044 96732 145844 1468 4961258 4609920 351338 338800 94015 244785 256212 120191 135492 529 140510 54390 86120 183631 130082 50366 3183 3176852 2250446 871347 55059 71486 71486 RECRUITING 218467 218387 80 MAINT. FOR RESIDENTS 198383 198383 RELATED PARTY ACTIVITY 101677 83077 14400 4200 TRAINING 12257 9819 2438 1596176 222676 1250738 122762 32848843 23269749 9009777 569317 45818891 37538338 5277814 9872134 7861 9625 176437 560665 3677862 5812215 55078575 25145851 29528171 29932724 38367033 65136525 28069143 52937385 95551241 95589850 246474453 297389461 21947986 25580755 12111351 12485155 13016375 13846446 19450 17150 2193000 0 119742177 121925370 169030339 173854876 X 70401178 115721359 7042936 7813226 77444114 123534585 246474453 297389461 24095193 21995278 0 X 0 1 X 1 1 1 X X 13 COVENANT LIVING OF GOLDEN VALLEY INC 418041150 10 1 0 0 COVENANT LIVING OF FLORIDA INC 521115870 10 1 0 0 COVENANT HOME ILLINOIS 362643638 10 1 0 0 COVENANT HEALTHCARE CENTERS 521115873 10 1 0 0 COVENANT LIVING AT THE HOLMSTAD 362835154 10 1 0 0 COVENANT HOME OF CHICAGO 363095932 10 1 0 0 COVENANT LIVING OF CROMWELL INC 131740015 10 1 0 0 COVENANT LIVING WEST 953472345 10 1 0 0 COVENANT LIVING OF COLORADO INC 841084331 10 1 0 0 COVENANT LIVING AT WINDSOR PARK 363385581 10 1 0 0 COVENANT LIVING OF THE GREAT LAKES 383244636 10 1 0 0 COVENANT LIVING SERVICES 272480652 10 1 0 0 COVENANT RETIREMENT COMMUNITIES FOUNDATION 300763748 7 1 0 0 13 0 0 1 1 0 0 0 1 0 0 0 0 0 0 0 0 0 1 PART IV, SECTION A, LINE 2 COVENANT LIVING SUPPORTS ORGANIZATIONS INCLUDED IN THE GROUP EXEMPTION LETTER HELD BY THE EVANGELICAL COVENANT CHURCH OF AMERICA. AS ORGANIZATIONS RELATED TO A CHURCH, THE SUPPORTED ORGANIZATIONS ARE NOT REQUIRED TO OBTAIN SEPARATE EXEMPT DETERMINATIONS. PART IV, SECTION A, LINE 6 GRANTS WERE MADE TO COVENANT HARBOR BIBLE CAMP, MIDLAND CARE, JESSICA'S HOUSE, AGELESS AVIATION DREAMS AND AMERICAN CANCER SOCIETY, ALL OF WHICH ARE ORGANIZATIONS WHICH FURTHER THE MISSION OF THIS ORGANIZATION. THESE GRANTS WERE UNDER THE >$5,000 THRESHOLD AND THEREFORE NOT REQUIRED TO BE REPORTED ON SCHEDULE I. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 5839585 715555 88500 6466640 5578366 358511 97292 5839585 5326397 305206 53237 5578366 5504320 -116103 61819 5326397 4922936 601499 20115 5504320 0.00000 1.00000 0.00000 1 1 1 9201158 9201158 26131762 11189094 14942668 17212571 13764860 3447711 2533084 191897 2341187 29932724 MORTGAGES 646575 F DOMESTIC EQUITY 20807327 F INTERNATIONAL EQUITY 18334439 F HEDGE FUNDS & DERIVATIVES 9192226 F PRIVATE EQUITY 3316231 F PUTS AND CALLS 640587 F 52937385 OTHER INVESTMENTS 10714761 INTER-COMPANY ADVANCE ACCOUNTS 66160812 INVESTMENT IN CIIC 18714277 95589850 REFUNDABLE CONTRACT LIABILITIES 3389319 ACCRUED TAXES & EMPLOYEE BENEFITS 612029 OTHER LIABILITIES 16250995 INTER-COMPANY ADVANCE ACCOUNTS 56673027 2019 IL TAXABLE TERM LOAN 45000000 121925370 PART V, LINE 4: THE BRANDEL ENDOWMENT FUND IS USED FOR RESIDENT CARE AT CERTAIN COVENANT LIVING CAMPUSES. CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 0 0 INVESTMENTS N/A 18714277 0 0 0 0 0 0 18714277 0 18714277 0 0 1 0 0 0 PART III ACCOUNTING METHOD: X 1 1 X X X X 1 1 0 0 0 0 0 1 0 TERRI S CUNLIFFE DIRECTOR/CLCS PRESIDENT/CEO 534767 0 155443 0 445583 0 8550 0 30448 0 1174791 0 347426 0 JODY HOLT FORMER CFO/TREASURER/ASST SECRETARY 81823 0 117667 0 319231 0 2715 0 26296 0 547732 0 82449 0 JAY HIBBARD SENIOR VICE PRESIDENT OF MARKETING 327604 0 116632 0 56259 0 45469 0 35110 0 581074 0 14373 0 RANDAL GROSS VICE PRESIDENT OF PROJECT DEVELOPMEN 218473 0 16097 0 156495 0 8433 0 23736 0 423234 0 79854 0 DAVID G ERICKSON SR VP & GEN COUNSEL/ASST SECRETARY 286046 0 3000 0 95431 0 50278 0 38468 0 473223 0 47101 0 JAMES TORRIBLE VICE PRESIDENT, PHILANTHROPY 265555 0 27000 0 156435 0 33548 0 32130 0 514668 0 0 0 FRAN PALMA SENIOR VP OF MARKETING 234882 0 108258 0 83695 0 38659 0 36727 0 502221 0 9997 0 WILLIAM RABE SR VP ENTERPRISE OPS/ASST SECRETARY 243388 0 65304 0 55379 0 36655 0 17039 0 417765 0 0 0 MIA LEIBOW VP, FINANCIAL PLANNING & ANALYSIS 236828 0 125348 0 11948 0 21537 0 2496 0 398157 0 0 0 CORY STERN - END 7121 INTERIM FINANCE LEAD/TREASURER 139176 0 17785 0 53413 0 20195 0 8858 0 239427 0 11773 0 JOHN WENRICH DIRECTOR/EX-OFFICIO 0 127768 0 0 0 0 0 25723 0 71708 0 225199 0 0 PART I, LINE 1A THE FOLLOWING MODEST BENEFITS WERE TREATED AS TAXABLE COMPENSATION AND WERE DETERMINED BY THE EXECUTIVE COMPENSATION COMMITTEE (OF COVENANT LIVING'S BOARD) TO BE REASONABLE: - HEALTH CLUB DUES PAID FOR SIX (6) SENIOR-LEVEL EMPLOYEES. PART I, LINE 3 SEE SCHEDULE O EXPLANATION FOR FORM 990 PART VI SECTION B LINE 15 FOR THE METHODS USED TO DETERMINE CEO COMPENSATION. THE REVIEW AND APPROVAL PROCESS IS DESIGNED TO SATISFY AND QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERNAL REVENUE CODE SECTION 4958. PART I, LINES 4A-B LINE 4A: JODY HOLT RECEIVED SEVERANCE PAYMENTS TOTALING $169,389 DURING THE TAX YEAR. JAMES TORRIBLE RECEIVED SEVERANCE PAYMENTS TOTALING $102,000 DURING THE TAX YEAR. LINE 4B: EXECUTIVE BENEFIT PLAN COVENANT MINISTRIES OF BENEVOLENCE (CMB), A RELATED ORGANIZATION, PROVIDES CERTAIN SUPPLEMENTAL RETIREMENT BENEFITS TO ITS OFFICERS AND KEY EMPLOYEES. THESE BENEFITS ARE PROVIDED THROUGH A NONQUALIFIED DEFERRED COMPENSATION PLAN, UNDER WHICH A PORTION OF THE BENEFITS BEING EARNED ARE SUBJECT TO A "SUBSTANTIAL RISK OF FORFEITURE." THE SUPPLEMENTAL RETIREMENT BENEFITS ARE STRUCTURED TO PROVIDE A RETENTION INCENTIVE THAT HAS BEEN DETERMINED BY THE EXECUTIVE COMPENSATION COMMITTEE OF CMB'S BOARD ("COMMITTEE") TO BE OF SUBSTANTIAL VALUE TO THE ORGANIZATION. THE COMMITTEE APPROVES ALL RETIREMENT BENEFITS, TOGETHER WITH ALL OTHER FORMS OF COMPENSATION AND BENEFITS FOR THESE AND OTHER EXECUTIVES, IN A MANNER INTENDED TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERMEDIATE SANCTIONS RULES OF FEDERAL INCOME TAX LAW. THE COMMITTEE HAS DETERMINED THAT TOTAL COMPENSATION FOR EACH SUCH EXECUTIVE IS REASONABLE. THE FOLLOWING ARE PARTICIPANTS IN THE PLAN: TERRI CUNLIFFE DAVID ERICKSON WILLIAM RABE CORY STERN REBEKAH ERICKSON JEAN JUSTIE AMY LACROIX MIA LEIBOW FRAN PALMA JAMES TORRIBLE JAY HIBBARD RANDAL GROSS IN 2020, THESE INDIVIDUALS VESTED IN THE PLAN IN THE FOLLOWING AMOUNT: TERRI CUNLIFFE - $374,150 DAVID ERICKSON - $22,000 JAY HIBBARD - $14,373 FRAN PALMA - $9,997 RANDAL GROSS - $100,918 CORY STERN - $11,773 IN 2020, THESE INDIVIDUALS RECEIVED DISTRIBUTIONS FROM THE PLAN IN THE FOLLOWING AMOUNT: JODY HOLT - $90,685 DAVID ERICKSON - $25,101 PART I, LINE 7 THE FOLLOWING APPLIES TO CERTAIN INDIVIDUALS LISTED ON PART VII WHOSE COMPENSATION IS PAID FROM RELATED ORGANIZATIONS: THE EXECUTIVE COMPENSATION COMMITTEE (OF CMB'S BOARD) FOLLOWS A PRESCRIBED METHOD FOR CALCULATING INCENTIVE COMPENSATION AWARDS. THE CALCULATION IS BASED ON MEASURABLE TARGETS DETERMINED AT THE BEGINNING OF THE YEAR. THE COMMITTEE HAS THE ABILITY TO ADJUST THE DOLLAR VALUE OF THE CALCULATED AWARDS BY UP TO 10%. THE ADJUSTMENT CAN BE AN UPWARD OR DOWNWARD ADJUSTMENT BASED ON VARIOUS PERFORMANCE FACTORS OR ON FACTORS THAT WILL ASSURE THAT FINAL INCENTIVE COMPENSATION AWARDS ARE IN THE BEST INTEREST OF THE ORGANIZATION AND APPROPRIATELY REFLECT THE PERFORMANCE OF THE ORGANIZATION. REFER TO ADDITIONAL INFORMATION ON THE COMMITTEE INCLUDED IN SCHEDULE O. PART II, COLUMN B (II): BONUS AND INCENTIVE COMPENSATION - CERTAIN KEY PERSONS EMPLOYED BY COVENANT LIVING AND CMB ARE ELIGIBLE FOR INCENTIVE COMPENSATION AS DETERMINED BY THE EXECUTIVE COMPENSATION COMMITTEE OF EITHER THE COVENANT LIVING OR CMB'S BOARD BASED ON WHERE THESE INDIVIDUALS ARE EMPLOYED. INCENTIVES PAID IN 2020 RELATE TO THE ACHIEVEMENT OF TARGETS FOR THE TWELVE MONTHS ENDED 1/31/2020 AS WELL AS A $3000 CORONAVIRUS APPRECIATION BONUS. PART II, COLUMN D: NONTAXABLE BENEFITS INCLUDE HEALTH INSURANCE PREMIUMS PAID BY THE EMPLOYER AND EMPLOYEE. A COLORADO HEALTH FACILITIES AUTHORITY 840752932 19648AW27 2015-04-02 121947731 SEE PART VI 0 0 0 B COLORADO HEALTH FACILITIES AUTHORITY 840752932 NONEAVAIL 2015-04-02 22340000 SEE PART VI 0 0 0 C ILLINOIS FINANCE AUTHORITY 861091967 NONEAVAIL 2017-02-01 52070000 SEE PART VI 0 0 0 D COLORADO HEALTH FACILITIES AUTHORITY 840752932 19648FGT5 2018-11-13 63008063 SEE PART VI 0 0 0 A 30130000 121894037 11177711 1799621 108916705 0 1 1 1 B 15535000 22340000 245209 22094791 1 0 1 1 C 13940000 52070000 52070000 1 0 1 1 D 62234445 3882442 1065717 19438741 37847545 0 0 0 1 A 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 C 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 D 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 A 0 1 0 1 0 0 0 0 1 B 0 1 0 1 1 0 0 0 1 C 0 1 0 0 1 0 0 0 1 D 0 1 0 1 0 0 0 1 1 A 1 B 1 C 1 D 1 SCHEDULE K, PART IV, ARBITRAGE, LINE 2C: (A) ISSUER NAME: COLORADO HEALTH FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 04/02/2021 (B) ISSUER NAME: COLORADO HEALTH FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 04/02/2020 (D) ISSUER NAME: COLORADO HEALTH FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 11/13/2020 (A-2) ISSUER NAME: STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 11/13/2020 PART I, ROW A, COLUMN F BORROWINGS WERE USED, ALONG WITH OTHER FUNDS, TO (1) RETIRE $118,110,000 OF PREVIOUSLY ISSUED DEBT RECORDED ON THE BALANCE SHEETS OF WHOLLY OWNED SUBSIDIARIES OF COVENANT LIVING (2) TO PAY DEBT ISSUANCE COSTS OF $1,799,621 AND (3) TO FUND REQUIRED RESERVES. PART I, ROW B, COLUMN F BORROWINGS WERE USED, ALONG WITH OTHER FUNDS, TO RETIRE $27,580,000 OF PREVIOUSLY ISSUED DEBT RECORDED ON THE BALANCE SHEETS OF WHOLLY OWNED SUBSIDIARIES OF COVENANT LIVING AND TO PAY DEBT ISSUANCE COSTS OF $245,209. PART I, ROW C, COLUMN F BORROWINGS WERE USED TO RETIRE $52,070,000 OF PREVIOUSLY ISSUED DEBT RECORDED ON THE BALANCE SHEETS OF WHOLLY OWNED SUBSIDIARIES OF COVENANT LIVING. PART I, ROW D, COLUMN F BORROWINGS WERE USED TO FUND PROJECT RESERVES AND OTHER RESERVES ON THE BALANCE SHEETS OF WHOLLY OWNED SUBSIDIARIES OF COVENANT LIVING AND PAY DEBT ISSUANCE COSTS PART I, ROW A-2, COLUMN F BORROWINGS WERE USED TO FUND PROJECT RESERVES AND OTHER RESERVES ON THE BALANCE SHEETS OF WHOLLY OWNED SUBSIDIARIES OF COVENANT LIVING AND PAY DEBT ISSUANCE COSTS PART I, ROW B-2, COLUMN F: BORROWINGS WERE USED TO REFUND THE COLORADO HEALTH FACILITIES AUTHORITY SERIES 2012A BONDS; TO PAY THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY 2013C BONDS; TO BUY BACK $6,500,000 OF THE 2015A BONDS; TO FUND CAPITAL PROJECT AND INTEREST RESERVE ACCOUNTS; AND TO PAY THE COSTS OF ISSUANCE PART II, LINE 3, COLUMN A THE AMOUNT IN LINE 3 DOES NOT EQUAL THE AMOUNT IN PART I, ROW A, COL E BECAUSE OF INVESTMENT EARNINGS/LOSSES ON RESERVES. PART II, LINE 3, COLUMN D THE AMOUNT IN LINE 3 DOES NOT EQUAL THE AMOUNT IN PART I, ROW D, COL E BECAUSE OF INVESTMENT EARNINGS/LOSSES ON RESERVES. PART II, LINE 3, COLUMN A2 THE AMOUNT IN LINE 3 DOES NOT EQUAL THE AMOUNT IN PART I, ROW A2, COL E BECAUSE OF INVESTMENT EARNINGS/LOSSES ON RESERVES. PART II, LINE 3, COLUMN B2 THE AMOUNT IN LINE 3 DOES NOT EQUAL THE AMOUNT IN PART I, ROW B2, COL E BECAUSE OF INVESTMENT EARNINGS/LOSSES ON RESERVES AND ORIGINAL ISSUE PREMIUM. A STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY 060806186 2077F47FB 2018-11-13 50471973 SEE PART VI 0 0 0 B COLORADO HEALTH FACILITIES AUTHORITY 840752932 19648FRW5 2020-10-29 87047885 SEE PART VI 0 0 0 A 1950000 53654772 3044703 660745 46681158 3268165 0 0 0 1 B 82252784 980441 682371 24384241 56205731 1 0 0 1 A 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 A 0 1 0 1 0 0 0 1 1 B 0 1 0 0 0 0 0 0 1 A 1 B 1 FORM 990, PART III, LINE 1: AS A MINISTRY OF THE EVANGELICAL COVENANT CHURCH, COVENANT LIVING COMMUNITIES AND SERVICES CELEBRATES GOD'S GIFT OF LIFE IN CHRISTIAN COMMUNITY. WE FOLLOW THE GREAT COMMANDMENT TO LOVE AND SERVE GOD AND ONE ANOTHER AS TAUGHT BY JESUS CHRIST. THAT COMPELS US TO AFFIRM THE DIGNITY OF EACH PERSON AND TO PURSUE EXCELLENCE AND FINANCIAL INTEGRITY IN ALL THAT WE DO. AS WE PROVIDE A BROAD RANGE OF RESOURCES, SERVICES AND PROGRAMS TO ENHANCE INDIVIDUAL AND COMMUNITY WELLNESS, WE COLLABORATE WITH RESIDENTS AND FAMILIES TO ACHIEVE THE BEST POSSIBLE RESULTS. WHILE SEEKING TO FOSTER INDEPENDENCE, WE RESPOND TO EACH INDIVIDUAL'S EVOLVING NEEDS IN ORDER TO PROVIDE THE SECURITY THAT ASSURES PEACE OF MIND. COVENANT LIVING IS ORGANIZED AND OPERATED FOR THE BENEFIT OF, AND TO PLAN AND SUPPORT THE CHARITABLE PURPOSES OF, SEVERAL CONTINUING CARE RETIREMENT COMMUNITIES, ALL NONPROFIT ORGANIZATIONS, CONSISTING OF RESIDENTIAL LIVING, ASSISTED LIVING FACILITIES, AND SKILLED NURSING FACILITIES, AS WELL AS OTHER SENIOR SERVICES ORGANIZATIONS AND SERVICES. IN ADDITION TO THE PROGRAM SERVICE ACCOMPLISHMENTS OF EACH ORGANIZATION, COVENANT LIVING COMMUNITIES AND SERVICES PROVIDED $4,201,983 OF FREE OR DISCOUNTED SERVICES TO THOSE RESIDENTS UNABLE TO PAY ALL OR A PORTION OF THEIR CHARGES, AND WHO MEET CERTAIN ELIGIBILITY REQUIREMENTS. FORM 990, PART VI, SECTION A, LINE 6 THE MEMBERS ARE THE INDIVIDUAL MEMBERS OF THE BOARD OF BENEVOLENCE. FORM 990, PART VI, SECTION A, LINE 7A THE INDIVIDUAL MEMBERS OF THE BOARD OF BENEVOLENCE ELECT THE COVENANT LIVING BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B S 2.4 OF BYLAWS INCLUDE RESERVED POWERS TO THE MEMBERS SUCH AS APPOINTMENT OF PRESIDENT OF COVENANT LIVING COMMUNITIES AND SERVICES, INC., CHANGES TO MISSION AND STRATEGIC PLAN, APPROVAL OF CERTAIN ACQUISITIONS, DISPOSITIONS AND FINANCINGS, CHANGES TO ARTICLES AND BYLAWS. FORM 990, PART VI, SECTION B, LINE 11B MANAGEMENT REVIEW: THE DRAFT FORM 990 WAS REVIEWED BY MULTIPLE LEVELS OF MANAGEMENT INCLUDING THE CHIEF FINANCIAL OFFICER AND THE SENIOR VICE PRESIDENT AND GENERAL COUNSEL. BOARD REVIEW: PRIOR TO FILING, THE 990 PROCESS WAS REVIEWED WITH THE BOARD OF DIRECTORS AT THE BOARD MEETING AND THE FINAL FORM 990 WAS PROVIDED TO EACH BOARD MEMBER. FORM 990, PART VI, SECTION B, LINE 12C COVENANT LIVING COMMUNITIES AND SERVICES, INC. HAS AN ADMINISTRATIVE POLICY ON CONFLICT OF INTEREST, IDENTIFYING THE PARAMETERS OF A CONFLICT OF INTEREST AND THE REQUIREMENT TO DISCLOSE ANY SUCH CONFLICT OF INTEREST. THE COVENANT LIVING POLICY IS DISTRIBUTED ANNUALLY TO COVENANT LIVING BOARD MEMBERS AND OFFICERS. THEY ARE ASKED TO SIGN ACKNOWLEDGING RECEIPT OF THE POLICY AND TO DISCLOSE IF THEY HAVE ANY CONFLICT OF INTERESTS. IF SOMEONE IS ABSENT FROM THE MEETING OR FAILS TO RETURN THE ACKNOWLEDGMENT, THERE IS A FOLLOW-UP WITH THE INDIVIDUAL UNTIL THE SIGNED ACKNOWLEDGMENT IS PROVIDED. IN ADDITION TO THE ABOVE, A SEPARATE AND MORE COMPREHENSIVE QUESTIONNAIRE IS SENT TO THE BOARD MEMBERS, OFFICERS, KEY EMPLOYEES AND OTHER INTERESTED PERSONS. THE COMPLETED QUESTIONNAIRES ARE REVIEWED BY COVENANT LIVING'S LEGAL COUNSEL TO DETERMINE IF ANY ACTUAL OR POTENTIAL CONFLICTS EXIST. IF A PERSON BECOMES AN INTERESTED PERSON, HE OR SHE MAY BE CONSIDERED IN DETERMINING WHETHER A QUORUM IS PRESENT. THE INTERESTED PERSON MAY MAKE A SHORT STATEMENT RELATING TO THE TRANSACTION OR ARRANGEMENT IN QUESTION, BUT SHALL NOT BE PRESENT DURING THE DISCUSSION AND SHALL NOT VOTE ON THE MOTION ADDRESSING THE ACTUAL OR POTENTIAL CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 COVENANT LIVING COMMUNITIES AND SERVICES' BOARD OF DIRECTORS HAS DULY APPOINTED AN EXECUTIVE COMPENSATION COMMITTEE (THE "COMMITTEE"), WHICH IS RESPONSIBLE FOR THE REVIEW AND APPROVAL OF ALL COMPENSATION AND BENEFITS PROVIDED TO COVENANT LIVING'S EXECUTIVE MANAGEMENT. THE COMMITTEE HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION PHILOSOPHY STATEMENT AND AN EXECUTIVE COMPENSATION COMMITTEE CHARTER GOVERNING THE WORK AND REVIEW PROCESS OF THE COMMITTEE. THE COMMITTEE FOLLOWS THE PROCEDURES DESCRIBED IN THE PHILOSOPHY STATEMENT AND THE CHARTER WHEN IT REVIEWS AND APPROVES THE COMPENSATION AND EMPLOYEE BENEFITS PROVIDED TO THE COVENANT LIVING'S SENIOR MANAGEMENT. THE COMMITTEE'S REVIEW ANALYZES EVERY ELEMENT OF COMPENSATION, INCLUDING CURRENT AND DEFERRED COMPENSATION, AND BENEFITS, INCLUDING QUALIFIED AND NON-QUALIFIED BENEFITS. THE COMMITTEE CONDUCTS ITS REVIEW AND APPROVAL PROCESS AT LEAST ANNUALLY, AND APPROVES COMPENSATION AND BENEFITS ONLY TO THE EXTENT THAT THE COMMITTEE HAS CONCLUDED THAT THE COMPENSATION AND BENEFITS CONSTITUTE NO MORE THAN REASONABLE COMPENSATION FOR EACH EXECUTIVE. THE COMMITTEE CONSISTS ENTIRELY OF DISINTERESTED MEMBERS OF THE BOARD, AND THE COMMITTEE WORKS WITH AN INDEPENDENT COMPENSATION CONSULTANT TO PREPARE AND REVIEW IN ADVANCE COMPREHENSIVE DATA SHOWING THE COMPENSATION PROVIDED BY SIMILARLY SITUATED ORGANIZATIONS FOR FUNCTIONALLY SIMILAR POSITIONS. THE COMMITTEE ALSO PREPARES A TIMELY AND THOROUGH WRITTEN RECORD OF ITS DELIBERATIONS AND CONCLUSIONS. AS A RESULT, THE COMMITTEE'S REVIEW PROCESS IS DESIGNED TO SATISFY THE PROCEDURAL CRITERIA NECESSARY TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE FEDERAL INCOME TAX LAW INTERMEDIATE SANCTIONS RULES. THE RESOURCES UTILIZED BY THE COMPENSATION COMMITTEE INCLUDE: 1) INDEPENDENT COMPENSATION CONSULTANT; 2) COMPENSATION SURVEY OR STUDY; 3) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST BY CONTACTING THE COVENANT LIVING COMMUNITIES AND SERVICES, INC. FINANCE DEPARTMENT AT 773-878-2294. EVANGELICAL COVENANT CHURCH 8303 WEST HIGGINS ROAD CHICAGO IL 60631 362167730 CHURCH IL 501(C)(3) LINE 1 N/A 0 COVENANT LIVING OF GOLDEN VALLEY INC 5800 ST CROIX AVE MINNEAPOLIS MN 55422 410841150 CONTINUING CARE RETIREMENT COMMUNITY MN 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT HEALTH CARE CENTERS 2155 PFINGSTEN ROAD NORTHBROOK IL 60062 521115873 CONTINUING CARE RETIREMENT COMMUNITY IL 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT HOME ILLINOIS 2625 TECHNY ROAD NORTHBROOK IL 60062 362643638 CONTINUING CARE RETIREMENT COMMUNITY IL 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT LIVING OF CROMWELL INC 52 MISSIONARY ROAD CROMWELL CT 06416 131740015 CONTINUING CARE RETIREMENT COMMUNITY CT 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT HOME OF CHICAGO 2720 W FOSTER AVE CHICAGO IL 60625 363095932 ASSISTED LIVING FACILITY IL 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT HOME SERVICES 5700 OLD ORCHARD RD SKOKIE IL 60077 260744025 HOME HEALTH SERVICES IL 501(C)(3) LINE 10 COVENANT LIVING SERVICES INC 0 COVENANT HOUSING CORPORATION 5700 OLD ORCHARD RD SKOKIE IL 60077 364484624 MANAGEMENT/SUPPORT SERVICES IL 501(C)(3) LINE 12B, II COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT MINISTRIES OF BENEVOLENCE 5145 N CALIFORNIA AVE CHICAGO IL 60625 363486813 CONTINUING CARE RETIREMENT COMMUNITY IL 501(C)(3) LINE 12A, I EVANGELICAL COVENANT CHURCH 0 COVENANT PLACE OF LENEXA INC 5700 OLD ORCHARD RD SKOKIE IL 60077 452693240 CONTINUING CARE RETIREMENT COMMUNITY IL 501(C)(3) LINE 10 COVENANT LIVING SERVICES INC 0 COVENANT LIVING OF BIXBY INC 5700 OLD ORCHARD RD SKOKIE IL 60077 320419173 CONTINUING CARE RETIREMENT COMMUNITY IL 501(C)(3) LINE 10 COVENANT LIVING SERVICES INC 0 COVENANT LIVING OF THE GREAT LAKES 2520 LAKE MICHIGAN DRIVE NW GRAND RAPIDS MI 49504 383244636 CONTINUING CARE RETIREMENT COMMUNITY MI 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT LIVING WEST 2550 TREASURE DRIVE SANTA BARBARA CA 93105 953472345 CONTINUING CARE RETIREMENT COMMUNITY CA 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT LIVING SERVICES 5700 OLD ORCHARD RD SKOKIE IL 60077 272480652 MANAGEMENT/SUPPORT SERVICES IL 501(C)(3) LINE 12B, II COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT LIVING OF COLORADO INC 9153 YARROW STREET WESTMINSTER CO 80021 841084331 CONTINUING CARE RETIREMENT COMMUNITY CO 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT LIVING OF FLORIDA INC 9215 W BROWARD BLVD PLANTATION FL 33324 521115870 CONTINUING CARE RETIREMENT COMMUNITY FL 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT LIVING AT THE HOLMSTAD 700 W FABYAN PARKWAY BATAVIA IL 60510 362835154 CONTINUING CARE RETIREMENT COMMUNITY IL 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT LIVING AT WINDSOR PARK 124 WINDSOR PARK DRIVE CAROL STREAM IL 60188 363385581 CONTINUING CARE RETIREMENT COMMUNITY IL 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT LIVING OF GENEVA 5700 OLD ORCHARD RD SKOKIE IL 60077 843227613 RENTAL SENIOR HOUSING IL 501(C)(3) LINE 10 COVENANT LIVING SERVICES INC 0 TULSA HILLS COMMUNITY INC 5700 OLD ORCHARD RD SKOKIE IL 60077 842854729 CONTINUING CARE RETIREMENT COMMUNITY IL 501(C)(3) LINE 10 COVENANT LIVING SERVICES INC 0 EMC HEALTH INC 2881 GEER ROAD SUITE A TURLOCK CA 95382 942281314 MANAGEMENT/SUPPORT SERVICES CA 501(C)(3) LINE 12B, II COVENANT MINISTRIES OF BENEVOLENCE 0 COVENANT INITIATIVES FOR CARE INC 5145 N CALIFORNIA AVE CHICAGO IL 60625 271841721 MANAGEMENT/SUPPORT SERVICES IL 501(C)(3) LINE 12B, II COVENANT MINISTRIES OF BENEVOLENCE 0 COVENANT CARE CENTER 9201 WEST BROWARD BLVD PLANTATION FL 33324 591948940 CONTINUING CARE RETIREMENT COMMUNITY FL 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT PALMS OF MIAMI 9201 WEST BROWARD BLVD PLANTATION FL 33324 590653300 CONTINUING CARE RETIREMENT COMMUNITY FL 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 COVENANT RETIREMENT COMMUNITIES OF MINNESOTA INC 5825 SAINT CROIX AVENUE MINNEAPOLIS MN 55422 411506900 CONTINUING CARE RETIREMENT COMMUNITY MN 501(C)(3) LINE 10 COVENANT LIVING COMMUNITIES AND SERVICES 0 CRC FOUNDATION 5700 OLD ORCHARD RD STE 100 SKOKIE IL 60077 300763748 FUNDRAISING IL 501(C)(3) LINE 7 COVENANT LIVING COMMUNITIES AND SERVICES 0 THREE CROWNS FOUNDATION 2323 MCDANIEL AVENUE EVANSTON IL 60201 201060468 FOUNDATION IL 501(C)(3) LINE 12B, II COVENANT LIVING SERVICES INC 0 THREE CROWNS PARK 2323 MCDANIEL AVENUE EVANSTON IL 60201 362030089 CONTINUING CARE RETIREMENT COMMUNITY IL 501(C)(3) LINE 10 THREE CROWNS FOUNDATION 0 COVENANT INTERNATIONAL INSURANCE COMPANY LTD CRAWFORD HOUSE 50 CEDAR AVENUE HAMILTON BD INSURANCE BD COVENANT LIVING COMMUNITIES AND SERVICES C 1019033 23243819 1.00000 0 COVENANT TRUST COMPANY 8303 WEST HIGGINS AVENUE 6TH FLOOR CHICAGO IL 60631 363583163 FINANCIAL SERVICES IL N/A C 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 1 COVENANT LIVING OF GOLDEN VALLEY P 753626 ALLOCATION OF ACTUAL COST COVENANT LIVING OF GOLDEN VALLEY Q 691789 ALLOCATION OF ACTUAL COST COVENANT LIVING OF FLORIDA P 4741927 ALLOCATION OF ACTUAL COST COVENANT LIVING OF FLORIDA Q 987577 ALLOCATION OF ACTUAL COST COVENANT LIVING AT WINDSOR PARK Q 4458142 ALLOCATION OF ACTUAL COST COVENANT LIVING OF COLORADO P 4257665 ALLOCATION OF ACTUAL COST COVENANT LIVING OF COLORADO Q 74144 ALLOCATION OF ACTUAL COST COVENANT HOME ILLINOIS P 3678807 ALLOCATION OF ACTUAL COST COVENANT LIVING AT THE HOLMSTAD P 1310505 ALLOCATION OF ACTUAL COST COVENANT LIVING AT THE HOLMSTAD Q 229356 ALLOCATION OF ACTUAL COST COVENANT HEALTH CARE CENTERS P 2969843 ALLOCATION OF ACTUAL COST COVENANT HEALTH CARE CENTERS R 931323 ALLOCATION OF ACTUAL COST COVENANT HOME OF CHICAGO P 212365 ALLOCATION OF ACTUAL COST COVENANT HOME OF CHICAGO Q 156482 ALLOCATION OF ACTUAL COST COVENANT LIVING OF CROMWELL Q 5079291 ALLOCATION OF ACTUAL COST COVENANT LIVING WEST Q 2934035 ALLOCATION OF ACTUAL COST COVENANT LIVING WEST R 2362556 ALLOCATION OF ACTUAL COST COVENANT LIVING OF THE GREAT LAKES P 3611051 ALLOCATION OF ACTUAL COST COVENANT LIVING OF THE GREAT LAKES Q 393784 ALLOCATION OF ACTUAL COST COVENANT LIVING SERVICES P 641519 ALLOCATION OF ACTUAL COST COVENANT HOME SERVICES Q 1086107 ALLOCATION OF ACTUAL COST COVENANT LIVING OF GENEVA Q 439249 ALLOCATION OF ACTUAL COST COVENANT LIVING OF BIXBY Q 1132870 ALLOCATION OF ACTUAL COST TULSA HILLS COMMUNITY P 1371375 ALLOCATION OF ACTUAL COST COVENANT MINISTRIES OF BENEVOLENCE M 1175004 ALLOCATION OF ACTUAL COST COVENANT MINISTRIES OF BENEVOLENCE S 5143135 ALLOCATION OF ACTUAL COST COVENANT MINISTRIES OF BENEVOLENCE R 1336275 ALLOCATION OF ACTUAL COST