2021-07-15T16:43:05-05:00 2020-08-31 390859910 BAKER TILLY US LLP 777 E WISCONSIN AVENUE 32ND FLOOR MILWAUKEE WI 53202 990 2019-09-01 390806446 BETHESDA LUTHERAN COMMUNITIES INC BETH 9202613050 600 HOFFMANN DRIVE WATERTOWN WI 53094 BRIAN SAVOIE CFO 9202613050 2021-07-15 1 TROY MARINE CPA P00187863 4147775500 2021-07-15 2019 2022-09-23 18:48:47Z DR MICHAEL THIRTLE 600 HOFFMANN DRIVE WATERTOWN WI 53094 116620535 0 X WWW.BETHESDALC.ORG X 1903 WI SEE SCHEDULE O. 12 12 3300 790 147266 -1240 13700836 15036756 89184789 95361568 -206316 2474768 968854 932171 103648163 113805263 60369 42976 0 0 90332795 92782348 935168 431073 3275508 37686263 36744355 129014595 130000752 -25366432 -16195489 180401902 179161077 74504308 77577894 105897594 101583183 X TO ENHANCE THE LIVES OF PEOPLE WITH INTELLECTUAL AND DEVELOPMENTAL DISABILITIES THROUGH SERVICES THAT SHARE THE GOOD NEWS OF JESUS CHRIST. 0 0 110252858 42976 96086002 BETHESDA PROVIDES HIGH QUALITY, INNOVATIVE SERVICES FOR NEARLY 1,500 PEOPLE WITH INTELLECTUAL AND DEVELOPMENTAL DISABILITIES ACROSS 13 STATES. THESE SERVICES ARE INTENDED TO MEET THE NEEDS OF THE WHOLE PERSON AND PROMOTE THEIR ABILITY TO LIVE AS INDEPENDENTLY AS POSSIBLE. BETHESDA PROVIDES SAFE AND LOVING HOMES, INCLUDING TRADITIONAL GROUP HOMES, WITH CARE PROVIDED BY DIRECT SUPPORT PROFESSIONALS, SOME OF WHOM HAVE BEEN NATIONALLY RECOGNIZED BY ANCOR FOR THEIR DEDICATION. BETHESDA IS GROWING ITS HOST HOME/FAMILY LIVING HOME OPERATIONS, WHICH MATCH AN INDIVIDUAL, COUPLE OR FAMILY WITH A PERSON WHO HAS A DISABILITY. A NEW RESIDENTIAL CONCEPT, BETHESDA CORNERSTONE VILLAGE, RECENTLY OPENED IN MINNESOTA AND IS EXPANDING ACROSS THE COUNTRY. CORNERSTONE VILLAGE IS AN APARTMENT COMMUNITY THAT WELCOMES PEOPLE WITH DISABILITIES AND OTHERS OF ALL ABILITIES, BUILT WITH THE LATEST TECHNOLOGY TO ENABLE INDEPENDENT LIVING AND OFFERING ONSITE PROGRAMMING TO HELP PEOPLE STAY ACTIVE AND FEEL INCLUDED. EMPLOYMENT SERVICES PREPARE PEOPLE WITH DISABILITIES TO ATTAIN AND HOLD A MEANINGFUL JOB, AND THESE SERVICES TAKE MANY FORMS, INCLUDING COACHING BY BETHESDA STAFF AND COMMUNITY PARTNERSHIPS. IN COLLABORATION WITH CONCORDIA UNIVERSITY WISCONSIN, BETHESDA OFFERS A TWO-YEAR PROGRAM, BETHESDA COLLEGE, THAT OFFERS LIFE, EMPLOYMENT AND LEARNING SKILLS. FOR FAMILIES STRUGGLING WITH A LOVED ONE'S BEHAVIORAL CHALLENGES, BETHESDA OFFERS THERAPISTS THROUGH ITS BEHAVIORAL SUPPORTS PROGRAM TO PROVIDE EXPERTISE AND SOLUTIONS. FINANCIAL SERVICES AVAILABLE THROUGH BETHESDA ALLOW PEOPLE WITH DISABILITIES AND THEIR FAMILIES TO EFFECTIVELY MANAGE RESOURCES TO ENSURE THE BEST POSSIBLE FINANCIAL OUTCOMES. BETHESDA OPERATES AN INNOVATION LAB IN MILWAUKEE, WISCONSIN, WHICH SERVES AS A TECHNOLOGY HUB THAT BRINGS TOGETHER INTERNAL AND EXTERNAL PARTNERS, INCLUDING UNIVERSITY RESEARCHERS, TO CREATE AND REFINE INNOVATE SOLUTIONS TO PROMOTE SAFETY, SECURITY AND INDEPENDENCE FOR PEOPLE WITH DISABILITIES. AS A CHRISTIAN ORGANIZATION, BETHESDA PROVIDES DEVOTIONAL RESOURCES, DISABILITY AWARENESS MATERIALS, AND ADAPTIVE COMMUNICATION PIECES TO INDIVIDUALS AND CONGREGATIONS. BETHESDA RELIES ON AN ACTIVE CORPS OF VOLUNTEERS, INCLUDING THE 3,000 MEMBERS OF THE BETHESDA AUXILIARY, TO EXTEND ITS REACH. BETHESDA OPERATES 13 THRIFT SHOPS IN SIX STATES THAT GENERATE REVENUE TO HELP SUPPORT PEOPLE WITH DISABILITIES. THE STORES, STAFFED BY EMPLOYEES AND VOLUNTEERS, PROVIDE AFFORDABLE SHOPPING OPTIONS TO FAMILIES AND EMPLOYMENT OPPORTUNITIES FOR PEOPLE OF ALL ABILITIES. 110252858 1 1 0 0 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 1 313 0 3300 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 12 12 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 MO 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 MICHAEL THIRTLE PRESIDENT & CEO 39.00 1.00 X 569500 0 11367 JEFFREY KACZMARSKI EVP & VP LEGAL 39.00 1.00 X 367281 0 12037 DAVID GRIEBL CHIEF STRATEGY OFFICER AND FORMER CFO 39.00 1.00 X 281335 0 14350 CINDY MOON-MOGUSH CHIEF MARKETING & COMMUNICATIONS OFFICER 39.00 1.00 X 274553 0 19849 MICHAEL KLIMKOSKY CHIEF INFORMATION OFFICER 39.00 1.00 X 241398 0 19849 JOHN NICKELS MAJOR GIFTS OFFICER 39.00 1.00 X 239813 0 12428 SUSAN KAUFMAN FORMER VP OPERATIONS 39.00 1.00 X 225390 0 26582 LORENE KING VP PHILANTHROPY 39.00 1.00 X 197596 0 6905 BRIAN SAVOIE CHIEF FINANCIAL OFFICER 39.00 1.00 X 53391 0 3305 CESAR VILLAPLANDO 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 KAREN CARTER DIRECTOR 1.00 0.00 X 0 0 0 TIFFANY MANOR DIRECTOR 1.00 0.00 X 0 0 0 MALCOLM CONNER DIRECTOR 1.00 0.00 X 0 0 0 JIM RYMARCSUK DIRECTOR 1.00 0.00 X 0 0 0 ARDIS LOEBER DIRECTOR 1.00 0.00 X 0 0 0 CHRISTINE TRICOLI DIRECTOR 1.00 0.00 X 0 0 0 ELLEN TRYTEK DIRECTOR 1.00 0.00 X 0 0 0 LARRY TYLER DIRECTOR 1.00 0.00 X 0 0 0 JOHN WIKTOR DIRECTOR 1.00 0.00 X 0 0 0 DR VIRGINIA MILLER FORMER CHAIRMAN TENURE ENDING NOVEMBER 1.00 1.00 X X 0 0 0 2450257 0 126672 48 0 1 0 EM WEST LLC IN YOUR HOME 16868 SW 65TH AVE STE 332 LAKE OSWEGO OR 97035 CONTRACTED MAINTENANCE 446673 BRIXMOR OPERATING PARTNERSHIP LP PO BOX 645349 CINCINNATI OH 45264 RENT 407089 RELIAS LLC PO BOX 74008620 CHICAGO IL 60674 TRAINNING SOFTWARE 386219 OGLETREE DEAKINS NASH SMOAK PO BOX 89 COLUMBIA SC 29202 LEGAL SERVICES 298057 THERAP SERVICES LLC 562 WATERTOWN AVE STE 3 WATERBURY CT 06708 CLIENT CARE MANAGEMENT 287994 24 295 15036461 5090199 15036756 MEDICARE/MEDICAID PAYMENTS 623990 87283046 87283046 PRIVATE CLIENT CARE REVENUE 623990 8078522 8078522 95361568 360808 360808 224527 164056 60471 60471 60471 4468254 2354294 2113960 2113960 2113960 444188 296922 147266 147266 MISCELLANEOUS REVENUE 900099 724434 724434 724434 113805263 96086002 147266 2535239 42976 42976 1665260 308516 1233337 123407 76553573 65929756 9037216 1586601 -992488 1438191 -2467724 37045 9511014 8075774 1274006 161234 6044989 5195860 736474 112655 1196006 2337 1193349 320 135883 135883 431073 431073 7600 7600 7096664 5706806 1006288 383570 74882 37915 29939 7028 2443379 1704523 526750 212106 3394007 2944664 415897 33446 5919088 5274538 634229 10321 1900647 1466699 320396 113552 110788 75285 26491 9012 710640 710640 4153697 3625386 525718 2593 2105103 1872562 217232 15309 FACILITY & MAINT SUPPLI 2894482 2609986 283755 741 DIETARY SUPPLIES 1717486 1717486 0 0 OTHER CLIENT SER/RECRUI 1417673 622529 786627 8517 MEDICAID ASSESSMENT FEE 1192623 1192623 0 0 273707 408446 -161717 26978 130000752 110252858 16472386 3275508 1570648 5495746 2234994 2100744 7461473 8413251 207730 792065 1101959 1744057 129158366 63541387 55450562 65616979 3803209 3537461 108571327 91460774 180401902 179161077 35292825 35498253 0 1365373 35000773 35273843 4210710 5440425 74504308 77577894 X 92607859 89500276 13289735 12082907 105897594 101583183 180401902 179161077 X -16195489 11881078 X 0 1 X 1 1 1 X 13503102 17444703 17126305 13700836 15036756 76811702 110150895 103350490 93121397 89184789 95361568 491169139 123653997 120795193 110247702 102885625 110398324 567980841 1512812 4428319 2238728 1536099 1113804 10829762 0 1512812 4428319 2238728 1536099 1113804 10829762 557151079 525040 411142 574874 375120 585335 2471511 525040 411142 574874 375120 585335 2471511 391529 325968 240369 213224 147266 1318356 1492331 833743 756829 681396 724434 4488733 126062897 122366046 111819774 104155365 111855359 576259441 0.96680 0.96360 0.00430 0.00400 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: MISCELLANEOUS - 2015 AMOUNT: $ 1,425,686. 2016 AMOUNT: $ 808,569. 2017 AMOUNT: $ 756,829. 2018 AMOUNT: $ 681,396. 2019 AMOUNT: $ 658,190. EDUCATIONAL RESOURCE SALES - 2015 AMOUNT: $ 66,645. 2016 AMOUNT: $ 25,174. DEVELOPER FEE REVENUE - 2019 AMOUNT: $ 66,244. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1771829 1771829 1771829 1771829 1771829 1771829 1771829 1771829 1771829 1771829 0.00000 1.00000 0.00000 1 0 9209149 9209149 80802354 44410390 36391964 962503 614013 348490 17075892 14845062 2230830 21108468 3671922 17436546 65616979 BENEFICIAL INTEREST IN NET ASSETS OF BLF, HUDS, BCV 80488223 BENEFICIAL INTEREST IN SIA PIF 4101820 FUNDS HELD ON BEHALF OF CLIENTS 2265878 OTHER MISCELLANEOUS RECEIVABLES 4596540 ESCROW DEPOSITS 8313 91460774 DUE TO BENEFICIARIES UNDER SIA ANNUITIES 1694704 FUNDS HELD ON BEHALF OF CLIENTS 1716656 OTHER LONG TERM LIABILITIES 1201396 CAPITAL LEASE LONG-TERM LIABILITIES 827669 5440425 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 657301 310591 346710 MAILING SERVICES OF PITTSBURGH INC DBA TRUE SENSE MARKETING 502 KEYSTONE DRIVE WARRENDALE PA 15086 CONSULT & EXECUTE BETHESDA'S DIRECT MAIL FUNDRAISING APPEALS 0 424037 120482 303555 1081338 431073 650265 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 12 36000 SCHOLARSHIP - EMPLOYEE 11 6976 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 X X X 0 0 0 0 0 0 0 0 0 DR MICHAEL THIRTLE PRESIDENT & CEO 418000 0 151500 0 0 0 0 0 11367 0 580867 0 0 0 JEFFREY KACZMARSKI EVP & VP LEGAL 336281 0 31000 0 0 0 0 0 12037 0 379318 0 0 0 DAVID GRIEBL CHIEF STRATEGY OFFICER AND FORMER CFO 253335 0 28000 0 0 0 0 0 14350 0 295685 0 0 0 CINDY MOON-MOGUSH CHIEF MARKETING & COMMUNICATIONS OFFICER 251553 0 23000 0 0 0 0 0 19849 0 294402 0 0 0 MICHAEL KLIMKOSKY CHIEF INFORMATION OFFICER 221398 0 20000 0 0 0 0 0 19849 0 261247 0 0 0 JOHN NICKELS MAJOR GIFTS OFFICER 193570 0 0 0 46243 0 0 0 12428 0 252241 0 0 0 SUSAN KAUFMAN FORMER VP OPERATIONS 182235 0 17000 0 26155 0 0 0 26582 0 251972 0 0 0 LORENE KING VP PHILANTHROPY 177596 0 20000 0 0 0 0 0 6905 0 204501 0 0 0 BRIAN SAVOIE CHIEF FINANCIAL OFFICER 52391 0 1000 0 0 0 0 0 3305 0 56696 0 0 0 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 5090199 RESALE VALUE X 8 51005 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 NONPROFIT, CHRISTIAN ORGANIZATION THAT PROVIDES INDUSTRY-LEADING SUPPORTS AND SERVICES TO PEOPLE WITH INTELLECTUAL AND DEVELOPMENTAL DISABILITIES ACROSS THE U.S. BETHESDA FOCUSES ITS EFFORTS ON FIVE SPECIFIC AREAS: SAFE AND LOVING HOMES, FINANCIAL SECURITY, INNOVATION AND TECHNOLOGY, FAITH AND COMMUNITY CONNECTION, AND INDEPENDENCE AND WELL-BEING. TOGETHER, THESE SERVICES MEET THE NEEDS OF THE WHOLE PERSON. BETHESDA BELIEVES THE WORLD SHINES BRIGHTER WHEN PEOPLE WITH DISABILITIES ACHIEVE THEIR FULL POTENTIAL. 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) -15,759,689. CHANGE IN NET ASSETS OF FOUNDATION (RESTRICTED) -655,143. ACTUARIAL CHANGE IN SPLIT INTEREST AGREEMENTS (UNRESTRICTED) -141,516. RESTRICTED INVESTMENT INCOME 30,745. ADJUSTMENT TO UNFUNDED PENSION LIABILITY 2,217,943. TRANSFER OF ASSETS FROM FOUNDATION 26,188,738. 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