2011-11-10T12:44:19-06:00 2010-12-31 LARSONALLEN LLP 220 SOUTH SIXTH STREET SUITE 300 MINNEAPOLIS MN 55402 990 2010-01-01 420680440 WESLEY RETIREMENT SERVICES INC WESL 5152716789 5508 NORTHWEST 88TH STREET NO 120 JOHNSTON IA 50131 FRANK TALLERICO 5152716789 2011-11-08 1 6123764500 2010 2016-02-24 21:20:13Z ROB KRETZINGER 5508 NORTHWEST 88TH STREET NO 120 JOHNSTON IA 50131 63140327 0 X WWW.WESLEYLIFE.ORG X 1947 IA PROVIDING HOUSING, HEALTH CARE AND SUPPORT SERVICES FOR OLDER ADULTS. 11 11 1703 913 5554 3356 1464130 5989084 38591608 54542355 1049607 1590809 179024 57141 41284369 62179389 0 0 0 0 22871501 33155673 0 0 485304 20249876 29355232 43121377 62510905 -1837008 -331516 221417313 214861327 186512904 180553406 34904409 34307921 X WESLEY RETIREMENT SERVICES, INC., WAS ESTABLISHED IN 1947 AS A FAITH-BASED, NON-PROFIT ORGANIZATION AND HAS SINCE DEDICATED ITSELF TO PROVIDING HOUSING, HEALTH CARE, AND SUPPORT SERVICES EXCLUSIVELY TO OLDER ADULTS IN WAYS THAT PROMOTE INDEPENDENCE AND A HEALTHY, ACTIVE LIFESTYLES FOR EVERY IOWAN WE SERVE. WE CONTINUE TO WITNESS HOW OUR FAITH CONNECTS US TO OUR MISSION AND GUIDES US AS WE SERVE OUR CUSTOMERS. THE WESLEY VISION HAS LONG BEEN "MAKING RETIREMENT A NEW LIFE". THROUGH THE YEARS, THIS VISION HAS HAD DIFFERENT MEANINGS FOR DIFFERENT GENERATIONS. RECENTLY, THE TREND IN RETIREMENT LIVING HAS CHANGED DRAMATICALLY. TODAYS' RETIREES EXPECT LIFE'S GOLDEN YEARS TO BE FILLED WITH EXCITING ACTIVITIES, A WEALTH OF FRIENDS, LIFELONG LEARNING AND A COMPREHENSIVE WELLNESS PROGRAM. IN RESPONSE. OUR ORGANIZATION, OUR COMMUNITIES AND OUR IDEALS HAVE CHANGED TO ACCOMMODATE THE EXPECTATIONS OF OUR CUSTOMERS. 0 0 57179807 0 54542355 WESLEY RETIREMENT SERVICES, INC. (WRS) WAS ESTABLISHED IN 1947 AS A FAITH-BASED, NON-PROFIT ORGANIZATION AND HAS SINCE DEDICATED ITSELF TO PROVIDING HOUSING, HEALTH CARE, AND SUPPORT SERVICES EXCLUSIVELY TO OLDER ADULTS IN WAYS THAT PROMOTE INDEPENDENCE AND A HEALTHY, ACTIVE LIFESTYLE FOR EVERYONE WE SERVE. WESLEYLIFE IS THE SOLE MEMBER OF WRS AND OF WESLEY COMMUNITY SERVICES, INC. (WCS) WHICH PROVIDES HOME AND COMMUNITY BASED SERVICES. WRS IS A 501(C)(3) NON-PROFIT ORGANIZATION THAT CURRENTLY OWNS AND OPERATES SEVEN CONTINUING CARE RETIREMENT COMMUNITIES (CCRCS) IN IOWA THAT OFFER A FULL CONTINUUM OF WELLNESS SERVICES. THOSE RETIREMENT COMMUNITIES ARE: WESLEY ACRES IN DES MOINES; HALCYON HOUSE IN WASHINGTON; HERITAGE HOUSE IN ATLANTIC; THE VILLAGE IN INDIANOLA; PARK CENTRE IN NEWTON; EDGEWATER, AN ACTIVE LIFE COMMUNITY IN WEST DES MOINES; AND HEARTHSTONE, A MINISTRY OF WESLEYLIFE IN PELLA. AS PART OF OUR MISSION, WE BELIEVE IT IS OUR RESPONSIBILITY TO MAKE THE CITIES AND COMMUNITIES IN WHICH WE OPERATE A BETTER PLACE TO LIVE. WE ARE GUIDED BY OUR CORE VALUES TO PROVIDE QUALITY SERVICES, DEMONSTRATE INTEGRITY, MAINTAIN DIGNITY, FOSTER COMMUNITY, AND DELIVER RESPONSIBLE STEWARDSHIP. WE SERVE OLDER IOWAN'S BY PROVIDING THEM THE QUALITY SERVICES THEY NEED WITH A SERVANT'S HEART. WE ARE COMMITTED TO QUALITY, EXCELLENCE, HOSPITALITY, AND INNOVATION. WHILE ALSO FIRMLY BELIEVING THAT IT IS OUR RESPONSIBILITY TO BE GOOD STEWARDS OF THE MISSION AND ONLY USE THE RESOURCES WE HAVE BEEN PROVIDED IN WAYS THAT WILL BETTER THE LIVES OF OUR CUSTOMERS. AS A NON-PROFIT ORGANIZATION, WE UNDERSTAND THAT OUR RESPONSIBILITY AND OBLIGATION TO OUR COMMUNITIES IS TO OPERATE WITH TOTAL TRANSPARENCY, HONESTY, INTEGRITY, AND THE BEST CARE POSSIBLE. BELOW REFLECTS SOME OF OUR COMMUNITY BENEFITS FROM 2010.- MANY OLDER ADULTS SOMETIMES FACE SITUATIONS WHERE THEIR SAVINGS AND INCOME CAN NO LONGER COVER THE COST OF THEIR NEEDS. IN 2010, OUR CHARITY AND UNCOMPENSATED CARE EXCEEDED $1.2 MILLION. WESLEY HAS NEVER ASKED ANYONE TO LEAVE THEIR HOME DUE TO LACK OF FUNDS. - IN 2010, SERVING OUR REACH TO UNDERSERVED COMMUNITY MEMBERS, MEDICAID DAYS INCREASED BY 25% OVER LAST YEAR TO 25,000 DAYS. - OUR CCRCS CREATED AND CONDUCTED VARIOUS EDUCATIONAL SESSIONS AIMED AT IMPROVING HEALTH OF OLDER ADULTS BY PROMOTING NUTRITION, WELLNESS, AND QUALITY OF LIFE. IN TOTAL, OVER 1,700 OLDER ADULTS LIVING OUTSIDE OUR WESLEY COMMUNITIES PARTICIPATED IN THESE SERVICES. - WE HAVE REACHED MORE THAN 600 OLDER ADULTS WITH 120 OF OUR LIVING WELL SERIES OF LECTURES, EDUCATIONAL TOPICS, AND EVENTS WHICH FOCUS ON ASSISTING COMMUNITY CONSUMERS AND RESIDENTS TO AGE ACTIVELY AND HAVE CONTROL OF THEIR LIFE CHOICES. WESLEY STAFF WAS AIDED WITH ALMOST 2,500 VOLUNTEER HOURS TO HELP EXECUTE THESE SERVICES EFFECTIVELY.- WE PROVIDED 6,826 HOURS OF TRAINING FOR 176 STUDENT NURSES, WELLNESS, AND OTHER INTERNS EQUIPPING THEM WITH PRACTICAL EXPERIENCE IN THE HEALTHCARE FIELD AND HELPING THEM GAIN A BETTER UNDERSTANDING OF SENIOR HEALTH AND WELLNESS.- WE PROVIDED A GATHERING SPACE IN OUR RETIREMENT COMMUNITIES AT NO CHARGE TO LOCAL GROUPS ON 263 OCCASIONS, SERVING ALMOST 4,165 INDIVIDUALS. - WE COORDINATED AND FACILITATED INTERGENERATIONAL ACTIVITIES WITH GRADE SCHOOL-AGE CHILDREN PROMOTING READING AND MENTORING RELATIONSHIPS.- WE FACILITATED THE JOINING OF OUR RESIDENTS AND COMMUNITY MEMBERS FOR BENEFIT OF THEIR COMMUNITIES IN THE FOLLOWING VOLUNTEER EFFORTS: - COLLECTED AND DONATED VARIOUS ITEMS, INCLUDING CLOTHING, COATS, BOOKS, AND OTHER SUPPLIES TO AREA CHARITIES. ALSO CONTRIBUTED TO A LOCAL FOOD DRIVE.- VOLUNTEER HOURS AND ITEMS WERE CONTRIBUTED TO THE HABITAT FOR HUMANITY RESTORE AND THE ANIMAL RESCUE LEAGUE.- OUR CCRCS WERE USED AS POLLING PLACES NINE TIMES FOR OVER 1,600 COMMUNITY MEMBERS.ALTHOUGH WRS, INC. IS A TAX EXEMPT 501(C)(3) ORGANIZATION OUR CAMPUS COMMUNITIES PAID PROPERTY TAX AMOUNTS IN A TOTAL OF ABOUT $1 MILLION IN 2010 TO HELP SUPPORT VITAL COMMUNITY SERVICES.WESLEY'S AFFILIATE COMPANY, WESLEY COMMUNITY SERVICES, INC. PROVIDES SUPPORT AND ASSISTANCE TO THOSE PERSONS RESIDING IN THEIR HOMES IN THE BROADER COMMUNITY. THOSE ACTIVITIES INCLUDE THE FOLLOWING:- THE PROVISION OF 254,000 HOME DELIVERED MEALS TO OLDER ADULTS WHO CAN REMAIN IN THEIR HOMES ONLY WITH THE SUPPORT AND NUTRITION OF THE MEALS ON WHEELS PROGRAM. APPROXIMATELY 81% OF THE CLIENTS ARE COST SUBSIDIZED.- PROVISION OF HOME CARE SERVICES, INCLUDING SERVICES PROVIDED TO NEARLY 100 PEOPLE UNDER THE MEDICAID PROGRAM FOR LOWER INCOME PERSONS.- A VOLUNTEER SERVICES PROGRAM TO MAINTAIN REGULAR CONTACT WITH SHUT-INS AND ASSIST IN PROVIDING TRANSPORTATION AND TO PERFORM ERRANDS TO ALLOW INDIVIDUALS TO REMAIN IN THEIR HOMES.- PROVISION OF PUBLIC EDUCATION AND HEALTH SCREENINGS AT NO CHARGE.- ADMINISTERING FREE FLU AND H1N2 VACCINATIONS AND THE DELIVERY OF VACCINE DOSES TO THE POOR IN HAITI AND AFRICA.(SEE THE WESLEYLIFE WEBSITE FOR A COMPREHENSIVE STATEMENT OF COMMUNITY BENEFITS). 57179807 1 1 0 0 0 0 0 0 0 1 1 0 0 1 1 1 0 1 0 0 0 0 0 0 1 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 1 1 0 0 1 1 0 0 0 0 1 191 0 1703 1 1 1 0 0 0 1 1 1 1 0 0 0 0 X 11 11 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 X X FRANK TALLERICO CFO 5152716559 5508 NORTHWEST 88TH STREET SUITE JOHNSTON IA 50131 CARROLL BENNETT 2.00 X X 0 0 0 BOB RUCH 1.00 X X 0 0 0 JODY LORENCE 1.00 X X 0 0 0 JIM VICKERY 1.00 X 0 0 0 ANN COWNIE 1.00 X 0 0 0 JOHN MOENCK 1.00 X 0 0 0 CHAD RASMUSSEN 1.00 X 0 0 0 DAN RENEKER 1.00 X 0 0 0 DAVID STOUT 1.00 X 0 0 0 KIRK TYLER 1.00 X 0 0 0 TERESA WAHLERT 1.00 X 0 0 0 ROB KRETZINGER 34.00 X 309369 52661 35140 JAMES ROBINSON 34.00 X 168422 28669 19828 FRANK TALLERICO 34.00 X 177926 30287 18696 CRAIG JOHNSEN 40.00 X 134020 0 13416 DWIGHT HICKS 34.00 X 106295 18093 14045 BRYAN SANDERS 34.00 X 124842 21251 18015 JANET SIMPSON 40.00 X 119828 0 16919 KRISTY VAN DER WIEL 34.00 X 106364 18106 14750 1247066 169067 150809 10 0 1 0 HORTON ROBINSON 15826 KENNEDY ST INDIANOLA IA 50125 CONSTRUCTION 696417 KEY REHABILITATION INC 1335 NW BROAD STREET MURFREESBORO TN 37129 THERAPY 675921 GLYNNDEVINS MARKETING & ADVERTISING 11230 COLLEGE BLVD OVERLAND PARK KS 66210 MARKETING 442898 PATHWAY HEALTH SERVICES 2025 4TH STREET WHITE BEAR LAKE MN 55110 CONSULTING 369542 TREMAIN ARCHITECTS 1487 GOODRICH AVE ST PAUL MN 55415 ARCHITECT 328930 21 15853 5973231 4806561 5989084 HEALTH CARE SERVICES 624100 53328385 53328385 MEALS INCOME 624100 809616 809616 OTHER RESIDENT SERVICE 900099 404354 404354 54542355 1632847 1632847 126854 126854 126854 5554 121300 917379 866317 93100 51062 -93100 -42038 -42038 11745 15853 1521 10224 10224 LOSS ON REFINANCING 900099 -79937 -79937 -79937 62179389 54542355 5554 1642396 718665 718665 26787475 24234576 2253813 299086 592883 519288 67689 5906 2673250 2512386 111912 48952 2383400 2177271 184391 21738 98006 61394 36612 178972 39132 139840 130324 127536 2788 4258617 4032744 222774 3099 465593 355167 109937 489 2879006 2747219 127698 4089 372541 262778 109380 383 4436660 4385615 50481 564 215560 111300 95394 8866 86631 16384 69128 1119 3114515 2997895 116620 7562157 7343205 213519 5433 1417651 1390283 26565 803 FOOD 3194836 3194836 0 MISCELLANEOUS EXPENSES 944163 670798 188588 84777 62510905 57179807 4845794 485304 5074519 5424719 995309 2919986 45406 38962 8117843 9255166 225186 306371 257175 247995 219798451 68977548 151857759 150820903 20683566 21454100 2068315 2266986 2447046 6406045 29645189 15720094 221417313 214861327 8464319 5725121 46715054 56529237 123844300 109987719 1309223 1292101 6180008 7019228 186512904 180553406 X 25139325 23370222 2471297 3220964 7293787 7716735 34904409 34307921 221417313 214861327 X -331516 -264972 X 0 1 1 X 0 X 1141678 1614381 1587221 1464130 5973231 11780641 32627228 34647494 36384006 38609917 54554100 196822745 33768906 36261875 37971227 40074047 60527331 208603386 0 0 0 208603386 1406795 2036426 1236904 1812329 1759701 8252155 1406795 2036426 1236904 1812329 1759701 8252155 734 61601 40761 15261 3356 121713 337325 -79937 257388 35176435 38697227 39248892 41901637 62210451 217234642 0.96030 0.95550 0.03800 0.03770 X SCHEDULE A, PART II, LINE 12, EXPLANATION OF OTHER INCOME: MISCELLANEOUS INCOME REIMBURSED ADMINISTRATIVE EXPENSES LOSS ON REFINANCING RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 7293787 357722 65226 7716735 6902807 74584 316396 7293787 7486246 108782 -692221 6902807 0.00000 1.00000 0.00000 1 0 2207074 2207074 187920325 53906878 134013447 3764372 1206690 2557682 23167437 13362624 9804813 2739243 501356 2237887 150820903 NONQUALIFIED PLAN ASSETS 311347 INTERCOMPANY RECEIVABLE 234891 ESCROW DEPOSITS HELD BY TRUST 408046 BOND FUNDS 14349291 CONTRIBUTION RECEIVABLE FROM CHARITABLE REMAINDER TRUST 416519 15720094 LIABILITY UNDER CHARITABLE REMAINDER TRUST 145587 ANNUITY PAYMENT LIABILITY 174456 FAIR VALUE INTEREST RATE SWAP 6107450 ASSET RETIREMENT OBLIGATION 63335 ENTRY FEE ESCROW DEPOSITS 528400 7019228 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: THE EARNINGS FROM THE GOOD SAMARITAN/SHEPHERD ENDOWMENT ARE TRANSFERRED TO THE GOOD SAMARITAN/SHEPHERD RESERVE, WHICH IS USED TO ASSIST RESIDENTS OF MODEST MEANS WITH THEIR MONTHLY FEES IN ACCORDANCE WITH GUIDELINES ESTABLISHED BY THE BOARD OF DIRECTORS. EARNINGS FROM THE SARGENT MEMORIAL ENDOWMENT ARE USED FOR SIMILAR PURPOSES FOR WESLEY ACRES. EARNINGS FROM THE SCHEERER MEMORIAL ENDOWMENT ARE USED TO PURCHASE ITEMS FOR THE BENEFIT OF WESLEY ACRES RESIDENTS. EARNINGS FROM THE NURSING SCHOLARSHIP ENDOWMENT ARE USED TO ASSIST HALCYON AND WESLEY ACRES EMPLOYEES IN ADVANCING THEIR NURSING EDUCATION. EARNINGS FROM THE BAKER EMPLOYMENT ENDOWMENT ARE USED TO ASSIST EMPLOYEES OF WESLEY ACRES WITH SHORT-TERM FINANCIAL NEEDS. EARNINGS FROM THE PARK CENTRE AND VILLAGE BUILDING ENDOWMENTS ARE USED TO MAKE IMPROVEMENTS, UPGRADES AND REPAIRS TO THE BUILDINGS. EARNINGS FROM THE PARK CENTRE COMPUTER ENDOWMENT ARE USED TO PURCHASE COMPUTER HARDWARE. EARNINGS FROM NORRIS WELLNESS ENDOWMENT ARE USED TO SUPPORT A WELLNESS PROGRAM AT WESLEY ACRES. EARNINGS FROM THE GOOD SAMARITAN/CORA WAGNER TRUST ARE USED TO ASSIST RESIDENTS AT WESLEY ACRES. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: THE CORPORATION FOLLOWS THE ACCOUNTING STANDARDS FOR CONTINGENCIES IN EVALUATING UNCERTAIN TAX POSITIONS. THE CORPORATION FILES INFORMATION RETURNS AS A TAX-EXEMPT ORGANIZATION. SHOULD THAT STATUS BE CHALLENGED IN THE FUTURE, ALL YEARS SINCE INCEPTION COULD BE SUBJECT TO REVIEW BY THE INTERNAL REVENUE SERVICE(IRS). THE ORGANIZATION'S 2007 THROUGH 2010 TAX YEARS ARE OPEN TO EXAMINATION BY THE IRS. THE VILLAGE SOUP SUPPER 12374 11874 500 79 HERITAGE OF A HOUSE 6525 3979 2546 1097 328 1 8699 8699 17 27598 15853 11745 1193 328 1521 10224 1 X X X 0 0 0 0 0 0 0 0 0 ROB KRETZINGER 295269 50261 14100 2400 0 0 18244 3106 11784 2006 339397 57773 0 0 JAMES ROBINSON 168422 28669 0 0 0 0 5061 861 11883 2023 185366 31553 0 0 FRANK TALLERICO 177545 30222 0 0 381 65 5326 907 10650 1813 193902 33007 0 0 BRYAN SANDERS 123908 21092 0 0 934 159 3717 633 11677 1988 140236 23872 0 0 IOWA FINANCE AUTHORITY 521699886 46245WAV9 2003-07-31 7980000 IMPROVE FACILITIES, REFUND PRIOR ISSUE (8/4/99) 1 0 0 IOWA FINANCE AUTHORITY 521699886 46245WAV9 2003-07-31 22510000 IMPROVE FACILITIES, REFUND PRIOR ISSUES (10/29/92, 4/10/97, 11/6/97, 6/22/00 0 0 0 IOWA FINANCE AUTHORITY 521699886 46246KXT4 2006-10-12 8780000 IMPROVE FACILITIES, REFUND PRIOR ISSUE (7/31/03) 0 0 0 IOWA FINANCE AUTHORITY 521699886 2007-04-27 1030000 PURCHASE FACILITIES 0 0 0 4400000 8036172 933460 159600 7709500 0 1 1 1 22700116 191335 11518574 10990208 2005 1 0 1 1 485000 8880230 18911 156495 119917 3224476 5360432 2007 1 0 1 1 1030000 1030000 2007 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 MORGAN STANLEY CSI 27.400000000000 0 0 0 0 0 0 1 1 MORGAN STANLEY CSI 27.200000000000 0 0 0 0 1 0 1 0 0 0 1 PART II, LINE 3, 12/20/07 ISSUANCE - THE TOTAL PROCEEDS DO NOT AGREE TO THE ISSUE PRICE IN PART I, COLUMN (E) DUE TO INVESTMENT EARNINGS AND TRANSFERRED PROCEEDS. PART II, LINE 3, 12/16/10 ISSUANCE - THE TOTAL PROCEEDS DO NOT AGREE TO THE ISSUE PRICE IN PART I, COLUMN (E) AS THIS DEBT WAS ISSUED ON A DRAW-DOWN BASIS AND THE TOTAL PRINCIPAL AVAILABLE HAS NOT YET BEEN DRAWN. IOWA FINANCE AUTHORITY 521699886 46245WBT3 2007-12-20 87412217 CONSTRUCT FACILITIES, REFUND PRIOR DEBT (06/21/07) 0 0 0 IOWA FINANCE AUTHORITY 521699886 2010-12-16 12000000 CONSTRUCT FACILITIES,REFUND PRIOR YEAR ISSUE(07/31/03) 0 0 0 12300000 90048420 5359008 5753124 1375988 740934 587333 72511202 3611133 109699 2009 1 0 0 1 45353 2911970 2671970 240000 1 0 0 1 0 0 0 0 0 0 1 1 MORGAN STANLEY CAPITAL SERIES 9.900000000000 0 0 0 1 1 0 1 0 0 0 1 X 1 500 DONOR X 8184 DONOR STATED X 4 106723 TRADING PRICE X 1 4678000 APPRAISAL X 5 9654 DONOR X TOOLS 1 500 DONOR X PIANO 1 3000 APPRAISAL 0 1 0 FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE IS COMPOSED OF THE OFFICERS OF THE BOARD AND THE CHAIRS OF THE COMMITTEES. ALL MEMBERS ARE ON THE GOVERNING BOARD. THE EXECUTIVE COMMITTEE HAS ALL THE AUTHORITY OF THE BOARD (EXCEPT AS NOTED BELOW) BUT LIMITS ITSELF TO MATTERS THAT REQUIRE IMMEDIATE ACTION AND CANNOT WAIT UNTIL THE NEXT SCHEDULED BOARD MEETING. THE EXECUTIVE COMMITTEE SHALL HAVE NO AUTHORITY TO AMEND THE ARTICLES OF INCORPORATION, THE BYLAWS, OR ADOPT A PLAN OF MERGER OR CONSOLIDATION. FORM 990, PART VI, SECTION A, LINE 4 ARTICLES OF INCORPORATION WAS AMENDED TO INCLUDE TO INCLUDE WESLEYLIFE AS SOLE MEMBER OF WESLEY RETIREMENT SERVICES, INC. & WESLEY COMMUNITY SERVICES, INC. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF WESLEY RETIREMENT SERVICES, INC. IS WESLEYLIFE. FORM 990, PART VI, SECTION A, LINE 7A WESLEYLIFE ELECTS THE BOARD MEMBERS OF WESLEY RETIREMENT SERVICES, INC. AND IF THERE ARE ANY VACANCIES IN THE BOARD OF DIRECTORS OF THEY ARE FILLED BY WESLEYLIFE. FORM 990, PART VI, SECTION A, LINE 7B APPROVAL OF THE FOLLOWING MATTERS ARE RESERVED EXCLUSIVELY TO THE MEMBER: 1. APPROVAL OF CHANGES TO THE ARTICLES OF INCORPORATION OR BYLAWS; 2. APPOINTMENT OF, OR REMOVAL OF, WITH OR WITHOUT CAUSE, THE MEMBERS OF THE BOARD OF DIRECTORS; 3. APPROVAL OF THE INCURRENT OF DEBT; 4. THE SALE, TRANSFER OR SUBSTANTIAL CHANGE IN USE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS, DIVESTITURES, DISSOLUTIONS, CLOSURES, MERGERS, CONSOLIDATIONS, OR CHANGES IN CORPORATE MEMBERSHIP; 5. APPROVAL OF THE TRANSFER OR ENCUMBRANCE OF THE ASSETS; AND 6. APPROVAL OF THE ANNUAL OPERATING BUDGET AND CAPITAL PLAN. FORM 990, PART VI, SECTION B, LINE 11 THE CEO, CFO AND VP OF FINANCIAL PLANNING REVIEWED THE DOCUMENT INTERNALLY. THE 990 WAS THEN DISTRIBUTED TO THE FINANCE COMMITTEE FOR DISCUSSION WITH MANAGEMENT AND APPROVAL FOR SUBMISSION WITH THE IRS. ONCE APPROVED BY THE FINANCE COMMITTEE, THE 990 WILL BE POSTED TO THE BOARD'S WEBSITE FOLLOWED BY AN EMAIL TO THE FULL BOARD STATING THAT IT CAN BE REVIEWED THERE. FORM 990, PART VI, SECTION B, LINE 12C THE CORPORATION REQUIRES FROM BOARD MEMBERS AND MANAGING EMPLOYEES AN ANNUAL STATEMENT DESCRIBING ACTUAL OR PERCEIVED CONFLICTS OF INTEREST. WITH RESPECT TO THE BOARD MEMBERS, A PERSON WHO HAS A CONFLICT OF INTEREST IS DEEMED AN INTERESTED DIRECTOR. THE INTERESTED DIRECTOR SHALL NOT PARTICIPATE IN THE VOTE REGARDING HIS/HER POTENTIAL CONFLICT AND, DEPENDING UPON THE CIRCUMSTANCES, MAY NOT BE PERMITTED TO PARTICIPATE IN THE DISCUSSION REGARDING THE ISSUE. NO INTERESTED DIRECTOR SHALL BE PERMITTED TO VOTE IN MATTERS IN WHICH HE/SHE HAS A CONFLICT OF INTEREST. WITH RESPECT TO EMPLOYEES, THE PRESIDENT, IN CONSULTATION WITH OTHER UNBIASED MANAGERS, SHALL DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS. AFTER EXERCISING DUE DILIGENCE, INCLUDING INVESTIGATING ALTERNATIVES TO A TRANSACTION OR ARRANGEMENT THAT GIVES RISE TO A CONFLICT OF INTEREST, THE PRESIDENT SHALL DETERMINE WHETHER THE CORPORATION IS ABLE TO OBTAIN WITH REASONABLE EFFORTS, A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM ANOTHER INDIVIDUAL OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT AVAILABLE, THE ARRANGEMENT OR TRANSACTION MAY GO FORWARD IF THE PRESIDENT DETERMINES THAT THE TRANSACTION IS FAIR AND IN THE BEST INTEREST OF THE CORPORATION. FORM 990, PART VI, SECTION B, LINE 15A THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS IS EMPOWERED BY THE BOARD OF DIRECTORS ACCORDING TO ARTICLE VII OF THE ORGANIZATION'S BY-LAWS, TO DETERMINE PERFORMANCE GOALS AND MONITOR AND EVALUATE PERFORMANCE OF THE CHIEF EXECUTIVE OFFICER. THE EXECUTIVE COMMITTEE INCLUDES IN ITS EVALUATION, FEEDBACK FROM OTHER BOARD MEMBERS AND OTHERS NOT ASSOCIATED WITH THE COMMITTEE OR THE BOARD. THE COMMITTEE MONITORS PERFORMANCE OF THE ORGANIZATION AND CEO THROUGHOUT THE YEAR AND PROVIDES ONGOING ASSESSMENTS TO THE CEO USING AN EVALUATION AND RATING TOOL. THE COMMITTEE UTILIZES AN ANNUAL INDEPENDENT COMPENSATION SURVEY TO ASSIST IN DETERMINING COMPENSATION. THE ORGANIZATIONS OF CHIEF EXECUTIVE OFFICERS OF MULTI-SITE ORGANIZATIONS AND THE AMERICAN ASSOCIATION OF HOMES AND SERVICES FOR THE AGANG PROVIDE AN ANNUAL SURVEY OF COMPENSATION FOR CEOS AND OTHER OFFICERS. (WESLEY HAS SEARCHED FOR OTHER SURVEYS TO SUPPLEMENT THIS ONE BUT NO OTHER SURVEY PROVIDES THE SAME DEGREE OF COMPARABILITY.) THE SURVEY INCLUDES ONLY SENIOR LIVING ORGANIZATIONS AND IS SORTED BY GEOGRAPHIC REGIONS, REVENUE VOLUME, FULL-TIME EQUIVALENT EMPLOYEES, AND ASSET SIZE. THE EXECUTIVE COMMITTEE DISCLOSES TO THE FULL BOARD OF DIRECTORS, IN CLOSED SESSION, THE RESULTS OF THE PERFORMANCE EVALUATION AND COMPENSATION DECISIONS. MINUTES OF MEETINGS ARE MAINTAINED AND THE BOARD CHAIRMAN PROVIDES WRITTEN NOTIFICATION TO BOTH THE CEO AND THE CORPORATE FINANCE DEPARTMENT REGARDING COMPENSATION DECISIONS. THE EVALUATION AND COMPENSATION SETTING PROCESS IS MUCH THE SAME FOR THE OTHER OFFICERS AS FOR THE CEO WITH SOME EXCEPTIONS. THE CEO DETERMINES THE PERFORMANCE GOALS AND MONITORS RESULTS. THE SAME SURVEY AS DESCRIBED ABOVE IS USED TO ASSIST IN DETERMINING COMPENSATION. THE CEO DISCLOSES ANNUALLY TO THE EXECUTIVE COMMITTEE THE COMPENSATION DECISIONS AND REASONS FOR THOSE DECISIONS IN REGARD TO OTHER OFFICERS. THE LAST REVIEW PROCESS WAS CONDUCTED IN 2010 AND IS DONE ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED GAINS ON INVESTMENTS: 976,945. FAIR VALUE INTEREST RATE SWAP -1,344,390. CHANGE IN VALUE OF EFFECTIVE CASH FLOW HEDGE SWAPS -31,218. CHANGE IN VALUE OF SPLIT INTEREST GIFTS 15,249. CHANGE IN VALUE OF PERPETUAL TRUST HELD BY THIRD PARTY 118,442. TOTAL TO FORM 990, PART XI, LINE 5: -264,972. SHARING OF HOURS FORM 990, PART VII, SECTION A OFFICERS AND HIGHEST PAID EMPLOYEES SHARE THEIR HOURS WITH THE RELATED ORGANIZATIONS AS FOLLOWS: WESLEY RETIREMENT SERVICES, INC: 34 HOURS WESLEY COMMUNITY SERVICES, INC: 6 HOURS WESLEYLIFE: 1 HOUR WESLEY THERAPY LLC 944 18TH STREET DES MOINES IA 50314 420680440 REHAB SERVICES IA 1345272 20046 N/A EDGEWATER A WESLEY ACTIVE LIVE COMMUNITY LLC 5508 NW 88TH ST JOHNSTON IA 50131 260358303 LONG TERM CARE IA 8103113 103718054 N/A HEARTHSTONE A MINISTRY OF WESLEYLIFE LLC 5508 NW 88TH ST JOHNSTON IA 50131 270992962 LONG TERM CARE IA 3628213 5239934 N/A WESLEY COMMUNITY SERVICES INC 5508 NW 88TH STREET JOHNSTON IA 50131 203970256 HEALTH CARE HOME SERVICES IA 501(C)(3) 11 - TYPE 1 WESLEYLIFE 0 WESLEYLIFE 5508 NW 88TH STREET JOHNSTON IA 50131 300577845 SUPPORT WESLEY RETIREMENT SERVICES IA 501(C)(3) 11 - TYPE 3 FI N/A 0 0 0 0 0 0 0 0 0 1 0 1 0 0 1 0 1 0 1