990-pf return ofprivate foundation 2008990s.foundationcenter.org/990pf_pdf_archive/830/... · form...

Form 990-PF Return of Private Foundation• or Section 4947(a)(1) Nonexempt Charitable Trust

Department of the Treasury Treated as a Private FoundationInternal Revenue Service

Note The foundation may be able to use a copy of this return to satisfy state reporting requirements.

OMB No 1545-0052

2008For calendar year 2008 , or tax year beginning , and ending

G Check all that apply: ED Initial return [] Final return 0 Amended return Q Address change Name change

D

t=

ev0O

Use the IRS Name of foundation A Employer identification number

label. ITE14ARSH CONTINUING CARE RETIREMENTotherwise , COMMUNITY, INC 83-0344521

print Number and street (or P O box number it mail is not delivered to street address) su i te B Telephone numberor type . 4000 FOX HOUND DRIVE 215-402-8500

See SpecificInstructions

city or town, state, and ZIP code C It exemption appl ications pend ing , check here

AFAYETTE HILL , PA 19444 D 1. Foreign organizations, check here

H Check a of organization: ®Section 501(c)(3) exempt private foundationtype2. Foreign organizations meeting the 85% test,

check here and attach computation

0 Section 4947 ( a )( 1 ) nonexem p t charitable trust 0 Other taxable p rivate foundation E If t f t t t t td derminapriva oun ion s a us wase a eI Fair market value of all assets at end of year J Accounting method: 0 Cash ® Accrual under section 507(b)(1)(A), check here

(from Part 11, col (c), line 16) 0 Other (specify) F If the foundation is in a 60-month termination$ 233 , 850 , 290 . (Part 1, column (d) must be on cash basis) under section 507 ( b )( 1 )( B ) , check here lo-W

part I Analysis of Revenue and Expenses (a) Revenue and (b) Net investment (c) Adjusted net ( d) Disbursements(The total of amounts in columns (b), (c), and (d) may notnecessarily equal the amounts in column (a)) expenses per books income income for charitable purposes

(cash basis only)

1 Contributions, gifts, grants, etc., received 405 , 0552 Check► If the foundation is not requited to attach Sch B

Interest on savings and temporary3 cash investments 5 9 2 6 7 3. 592 , 673 . STATEMENT 1

4 Dividends and interest from securities

5a Gross rents

b Net rental income or (loss)

6a Net gain or (loss) from sale of assets not on line 10

7 Gross sales price for allb assets on line 6a

7 Capital gain net income (from Part IV line 2) 0.

8 Net short-term capital gain -

9 Income modificationsGross sales less returns

10a and allowances

b Less Cost of goods sold

c Gross profit or (loss)

11 Other income 22 , 677 , 772. 0. 2 2 6 7 7 7 7 2. STATEMENT 212 Total Add lines 1 throw h 11 23 675 500. 592 673. 22 , 677 , 772.13 Compensation of officers , directors , trustees, etc 342 843 . 0 . 0 . 014 Other employee salaries and wages 5 919 435. 0 . 0 . 5 , 919 , 435.15 Pension plans, employee benefits 773 523 . 0. 0. 773 523 .

y 16a Legal fees STMT 3 133 , 783. 0. 0. 133 , 783.at b Accounting fees STMT 4 45 , 500. 0. 0. 45 , 500.W c Other professional fees

" 17 Interest 8 499 061. 0. 0. 8 499 061.18 Taxes STMT 5 1 691 , 216. 0. 0. 1 691 21 6 .19 Depreciation and depletion 5 , 345 642 . 0. 0.

E 20 Occupancy 1 592 , 546. 0. 0. 1 592 546.a 21 Travel, conferences, and meetings 17 049 . 0 . 0 . 17 049 .

r- 22 Printing and publications 8 229. 0 . ^--0 --' 8 229 .

r 23 Other expenses STMT 6 6,315,843. 6 . W 613 15 8 4 3.m 24 Total operating and administrative

5a expenses . Add lines 13 through 23 30 , 684 670. 40 , f 9 9 6 18 5 .0

0UUG

25 Contributions, gifts, grants paid

26 Total expenses and disbursements.

Add lines 24 and 25 30 684 670. 0. A130i 96 , 185.27 Subtract line 26 from line 12: 4 1---^`

a Excess of revenue over expenses and disbursements -7 , 009 , 170.

b Net investment income (if negative enter -0-) 592 , 673.c Ad i usted net income d negative , enter -0- ) 1 2 2 6 77 , 772. 1

82350101-02-09

LHA For Privacy Act and Paperwork Reduction Act Notice, see the instructions. Form 990-PF (2008) t-591$

Form 990-PF (2008)

WHITEMARSH CONTINUING CARE RETIREMENTC'(Th MTTNT TY _ TWO R 1- n 14 t c 21 Pane 2

Balance SheetsAttached schedules and amounts in the description Beginning of year End of year

Part II column should be lot end -ot-year amounts only (a) Book Value (b) Book Value (c) Fair Market Value

i Cash - non-interest-bearing 680 , 877. 182 , 224. 182 , 224.2 Savings and temporary cash investments

3 Accounts receivable ► 727 , 690. - - -

Less: allowance for doubtful accounts ► 55 , 900. 476 , 672. 671 , 790. 6 71 7 9 0.4 Pledges receivable ►

Less: allowance for doubtful accounts ►5 Grants receivable

6 Receivables due from officers, directors, trustees, and other

disqualified persons

7 Other notes and loans receivable ►

Less: allowance for doubtful accounts ►8 Inventories for sale or use

N 9 Prepaid expenses and deferred charges 823 , 853. 812 , 958. 812 , 958.103 Investments - U.S. and state government obligations

b Investments - corporate stock

c Investments - corporate bonds

11 Investments - land, buildings , and equipment basis ►

Less accumulated depreciation ►

12 Investments - mortgage loans

13 Investments - other S TMT 9 20 782 755. 17 769 724. 17 769 724.14 Land, buildings, and equipment: basis ► 210 , 376 , 156.

Less accumulateddeprecrabon STMT 8 ► 7 , 550 , 037. 206 684 357. 202 826 119. 202 826 119.15 Other assets (describe ► STATEMENT 10) 12 , 000 , 611. 11 , 587 , 475. 11 5 8 7 475.

16 Total assets to be comp leted b y all filers 241 , 449 , 125. 233 , 850 , 290. 233 , 850 , 290.17 Accounts payable and accrued expenses - 6 , 220 , 645. 3 , 141 , 117. - - -18 Grants payable

w 19 Deferred revenue

20 Loans from officers directors, trustees, and other disqualified persons

21 Mortgages and other notes payable 3 , 119 , 113. 3 , 213 , 035.-' 22 Other liabilities (describe ► STATEMENT 11) 238 , 560 , 034. 240 , 978 , 745.

23 Total liabilities add lines 17 throu g h 22 247 , 899 , 792. 247 , 332 , 897.Foundations that follow SFAS 117, check here ► 0and complete lines 24 through 26 and lines 30 and 31. -

24 Unrestricted

ip 25 Temporarily restricted

m 26 Permanently restricted

Foundations that do not follow SFAS 117, check here ►and complete lines 27 through 31.

N 27 Capital stock, trust principal, or current funds -6 , 450 , 667. -13 , 482 , 607 .28 Paid-in or capital surplus, or land, bldg., and equipment fund 0. 0

a 29 Retained earnings, accumulated income, endowment, or other funds 0. 0

Z 30 Total net assets or fund balances -6 , 4 5 0 , 667. -13 , 482 , 607 .

31 Total liabilities and net assets/fund balances 241 , 449 , 125. 233 , 850 , 290 .

Part III Analysis of Changes in Net Assets or Fund Balances

1 Total net assets or fund balances at beginning of year - Part It, column (a), line 30

(must agree with end-of-year figure reported on prior year's return) 1 -6 , 450 , 667 .2 Enter amount from Part I, line 27a 2 -7 , 009 170 .

3 Other increases not included in line 2 (itemize) ► 3 0 .

4 Add lines 1, 2, and 3 4 -13 , 459 837 .5 Decreases not included in line 2 (itemize) ► SEE STATEMENT 7 5 22 , 770.6 Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column (b), line 30 6 -13, 482, 607 .

Form 990-PF (2008)82351101.02-09

WHITEMARSH CONTINUING CARE RETIREMENTForm 990-PF (2008) COMMUNITY INC 83-0344521 Part IV • Capital Gains and Losses for Tax on Investment income

(a) List and describe the kind(s) of property sold (e.g., real estate,2 -story brick warehouse; or common stock, 200 shs. MLC Co.)

(b How acquiredD - PurchaseD - Donation

(ct Date acquired(mo., day, yr.)

(d) Date sold(ma , day, yr.)

a

b NONE

c

d

e

(e) Gross sales price (f) Depreciation allowed(or allowable)

(g) Cost or other basisplus expense of sale

(h) Gain or (loss)(e) plus (f) minus (g)

a

b

c

d

eComplete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (I) Gains (Col. (h) gain minus

(i) F.M.V. as of 12/31/69(j) Adjusted basisas of 12/31/69

(k) Excess of col. (i)over col. (I), if any

c ol. (k), but not less than -0-) orLosses (from col. (h))

a

b

c

d

e

2 Capital gain net income or (net capital loss)If gain, also enter in Part I, line 7If (loss), enter -0- in Part I, line 7 2

3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):If gain, also enter in Part I, line 8, column (c).

If loss enter -0- in Part I line 8 3I Part V Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.) N/A

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? El Yes 0 No

If 'Yes," the foundation does not qualify under section 4940 ( e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see instructions before making any entries.

Base peraiod yearsCalendar year ( or tax y ear be g innin g in ) (bAdjusted qualifying distributions Net value of noncharitable-use assets

Distributtiion ratio(col. (b) divided by col. (c))

2007

2006

2005

2004

2003

2 Total of line 1, column (d) 2

3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years

the foundation has been in existence if less than 5 years - 3

4 Enter the net value of nonchantable-use assets for 2008 from Part X, line 5 4

5 Multiply line 4 by line 3 5

6 Enter 1% of net investment income (1% of Part I, line 27b) 6

7 Add lines 5 and 6 7

8 Enter qualifying distributions from Part XII, line 4 8

It line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate.See the Part VI instructions.

823521 01 -02-09 Form 990-PF (2008)

WHITEMARSH CONTINUING CARE RETIREMENTForm 990-PF (2008) COMMUNITY , INC 83-0344521 Part VI I. Excise Tax Based on Investment Income (Section 4940(a). 4940(b). 4940(e). or 4948 - see instructions)

to Exempt operating foundations described in section 4940(d)(2), check here ► LXJ and enter 'N/A' on fine 1.

Uate of ruling letter: 0 3 / 2 6 / 0 7 (attach copy of ruling letter if necessary-see instructions)

b Domestic foundations that meet the section 4940(e) requirements in Part V, check here ►0 and enter 1%a 1 N Aof Part I, line 27b

c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)

2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0.

3 Add lines I and 2 3 0.

4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0.

5 Tax based on investment income Subtract line 4 from line 3. If zero or less, enter -0- 5 0.

6 Credits/Payments:

a 2008 estimated tax payments and 2007 overpayment credited to 2008 6a

b Exempt foreign organizations - tax withheld at source 6b

c Tax paid with application for extension of time to file (Form 8868) 6c

d Backup withholding erroneously withheld 6d

7 Total credits and payments. Add lines 6a through 6d 7 0.

8 Enter any penalty for underpayment of estimated tax. Check here 0 if Form 2220 is attached 8

9 Tax due If the total of lines 5 and 8 is more than line 7, enter amount owed ► 9 0.

10 Overpayment . If line 7 is more than the total of lines 5 and 8, enter the amount overpaid ► 10

11 Enter the amount of line 10 to be:Credited to 2009 estimated tax oi, Refunded Poo. 11

Part VII-A Statements Regarding Activities

la During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in Yes No

any political campaign? _ la X

b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for definition)' lb X

If the answer is "Yes' to la or 1b, attach a detailed description of the activities and copies of any materials published or

distributed by the foundation in connection with the activities _

c Did the foundation file Form 1120-POL for this year? 1c X

d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: -

(1) On the foundation. ► $ 0. (2) On foundation managers. ► $ 0.

e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation V

managers. ► $ 0.

2 Has the foundation engaged in any activities that have not previously been reported to the IRS? 2 X

If "Yes,' attach a detailed description of the activities

3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or

bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes 3 X

4a Did the foundation have unrelated business gross income of $1,000 or more during the year? 4a X

b If'Yes, has it filed a tax return on Form 990-T for this year? N/A 4b

5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? 5 X

If 'Yes,' attach the statement required by General Instruction T -

6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

• By language in the governing instrument, or

• By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law

remain in the governing mstrument9 6 X

7 Did the foundation have at least $5,000 in assets at any time during the years 7 X

If 'Yes,' complete Part ll, col (c), and Part XV

8a Enter the states to which the foundation reports or with which it is registered (see instructions) ► _

PAb If the answer is 'Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate)

of each state as required by General Instruction G7 If "No," attach explanation 8b X

9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(t)(3) or 4942(l)(5) for calendar

year 2008 or the taxable year beginning in 2008 (see instructions for Part XIV)? If 'Yes,' complete Part XIV 9 X

10 Did any persons become substantial contributors during the tax year9 it "Yes," attach a schedule iistmq their names and addresses 10 X

Form 990-PF (2008)

82353101-02-09

WHITEMARSH CONTINUING CARE RETIREMENTForm 990-PF (2008) COMMUNITY, INC 83-0344521

vities

11 At any time during the year, did the foundation , directly or indirectly, own a controlled entity within the meaning of

sechon 512(b)(13 ) 7 If "Yes; attach schedule ( see instructions) 11 X

12 Did the foundation acquire a direct or indirect interest in any applicable insurance contract before

August 17 , 2008? 12 X

13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application 2 13 X

Website address ► WWW. THEHI LLATWHITEMARSH . ORG

14 The books are in care of ► PETER E . FLEMING Telephone no. ► 215 - 4 0 2 - 8 712Located at ► 4 0 0 0 FOX HOUND DRIVE, LAFAYETTE HILL, PA ZIP+4 ►19 4 4 4

15 Section 4947 ( a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here ►0and enter the amount of tax-exem p t interest received or accrued durin g the year 0-1 15 N /A

Part VII-B Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column , unless an exception applies. Yes No

la During the year did the foundation ( either directly or indirectly):

(1) Engage in the sale or exchange , or leasing of property with a disqualified person' 0 Yes ® No

(2) Borrow money from , lend money to, or otherwise extend credit to (or accept it from)

a disqualified person? Yes ® No

(3) Furnish goods, services , or facilities to (or accept them from ) a disqualified person? 0 Yes ® No

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? 0 Yes ® No

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person )? EDYes ® No

(6) Agree to pay money or property to a government official? ( Exception . Check 'No"

if the foundation agreed to make a grant to or to employ the official for a period after

termination of government service, if terminating within 90 days .) 0 Yes ® No

b If any answer is 'Yes' to la(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941 ( d)-3 or in a current notice regarding disaster assistance ( see page 20 of the instructions )? N/A 1b

Organizations relying on a current notice regarding disaster assistance check here ►0c Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts, that were not corrected --

before the first day of the tax year beginning in 20087 1c X

2 Taxes on failure to distribute income ( section 4942 ) ( does not apply for years the foundation was a private operating foundation

defined in section 4942( l)(3) or 4942 (l)(5)): ,

a At the end of tax year 2008, did the foundation have any undistributed income ( lines 6d and Be, Part XIII) for tax year ( s) beginning •

before 20089 0 Yes ® No -

If 'Yes, list the years ►b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942 ( a)(2) (relating to incorrect

valuation of assets ) to the year's undistributed income? ( It applying section 4942( a)(2) to all years listed, answer ' No' and attach

statement - see instructions .) N/A 2bc If the provisions of section 4942 (a)(2) are being applied to any of the years listed in 2a, list the years here.

3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time

during the year? 0 Yes ® No

b If 'Yes, did it have excess business holdings in 2008 as a result of (1) any purchase by the foundation or disqualified persons after

May 26, 1969; (2 ) the lapse of the 5-year period ( or longer period approved by the Commissioner under section 4943 (c)(7)) to dispose

of holdings acquired by gift or bequest ; or (3) the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, ,

Form 4720, to determine if the foundation had excess business holdings in 2008) N/A

3'4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? 4a X

b Did the foundation make any investment in a prior year ( but after December 31, 1969 ) that could jeopardize its charitable purpose that

had not been removed from jeopardy b efo re the first day of the tax year be g inning in 2008? 4b X

Form 990-PF (2008)

82354101-02 -09

WHITEMARSH CONTINUING CARE RETIREMENT

Part VU-B IStatements Regarding Activities for Which Form 4720 May Be Required (continued)5a During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda , or otherwise attempt to influence legislation ( section 4945 (e))? Q Yes ® No

(2) Influence the outcome of any specific public election ( see section 4955); or to carry on, directly or indirectly,

any voter registration drive? Q Yes ® No

(3) Provide a grant to an individual for travel, study , or other similar purposes? El Yes ® No

(4) Provide a grant to an organization other than a charitable, etc ., organization described in section

509(a )(1), (2), or (3), or section 4940 (d)(2)? El Yes ® No

(5) Provide for any purpose other than religious , charitable, scientific , literary, or educational purposes, or for

the prevention of cruelty to children or animals? Yes ® No

b If any answer is "Yes* to 5a(1)-(5), did any of the transactions fail to qualify under the exceptions described in Regulations

section 53.4945 or in a current notice regarding disaster assistance ( see instructions ) ? N/A 5b

Organizations relying on a current notice regarding disaster assistance check here ►Qc If the answer is 'Yes' to question 5a ( 4), does the foundation claim exemption from the tax because it maintained

expenditure responsibility for the grant? N/A Yes 0 No

If 'Yes,' attach the statement required by Regulations section 53.4945-5(d)

6a Did the foundation , during the year, receive any funds, directly or indirectly, to pay premiums on - -

a personal benefit contract? 0 Yes ® No

b Did the foundation , during the year , pay premiums , directly or indirectly, on a personal benefit contract? 6b XIf you answered "Yes" to 6b, also file Form 8870

7a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? 0 Yes ® No

b If yes , did the foundation receive an y proceeds or have an y net income attributable to the transaction? N /A 7b

Part VIII Information About Officers, Directors , Trustees, Foundation Managers , HighlyPaid Employees , and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation.

(a) Name and address(b) Title, and average

hours per week devotedto position

(c) Compensation( If not paidenter - 0-) '

(d) Conbibubons toemp oyndee benefit

deferredplans

acompensabon

(e) Expenseaccount, otherallowances

SEE STATEMENT 12 342 843. 26 , 139. 71104.

Z %,omoensauon or rive manesn-tiara emorovees rotner tnan tnose included on tine rr It nnne_ enter "N(7NF

(a) Name and address of each employee paid more than $50,000(b) Title, and average

hours per weekdevoted to p osition

(c) Compensation( d)i contributions toemp aoyee benefitnd deferredplans

compensation

(e)Expenseaccounotherallowances

MEGAN JUDSON C MARKETING4000 FOX HOUND DRIVE , LAFAYETTE HILL , 40.00 120 663. 6 , 488. 0.LOUISE MCSHERRY DIRECTOR OF N URSING4000 FOX HOUND DRIVE , LAFAYETTE HILL , 40.00 99 , 143. 11 , 700. 0.KAREN A. PULINI HEALTHCARE ADMINISTRAT OR4000 FOX HOUND DRIVE , LAFAYETTE HILL , 40.00 96 , 077. 16 , 392. 0.CHRISTINA DEL RIO LPN4000 FOX HOUND DRIVE , LAFAYETTE HILL , 40.00 87 , 734. 71283. 0.PATRICK BROOKS DIRECTOR OF D INING4000 FOX HOUND DRIVE , LAFAYETTE HILL , 40.00 89 197. 7 , 269. 0.Total number of other employees paid over $50,000 ► 1 23

Form 990-PF (2008)

82355101-02-09


PartVIII Information About Officers, Directors , Trustees , Foundation Managers, HighlyPaid Employees, and Contractors (continued)

3 Five highest-paid independent contractors for professional services. If none, enter "NONE."

( a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation

RLS MANAGEMENTONE CONSTITUTION PLAZA , HARTFORD , CT 06103 DEVELOPMENT AND MAR 463 222.RICK STEPHEN & ASSOCIATES600 WEST GERMANTOWN PIKE , PLYMOUTH MEETING , P KETING CONSULTANT 126 885.BLANK ROME , LLP

ONE LOGAN SQUARE , PHILADELPHIA , PA 19103 LEGAL SERVICES 118 118.LARSONALLEN , LLP CCOUNTING/AUDIT18 SENTRY PARK WEST , SUITE 300 , BLUE BELL , PA SERVICES 66 , 210.WEINER & ASSOCIATES

167 DEER RUN ROAD , WILLOW GROVE , PA 19090 DVERTISING AGENCY 62 , 350.Total number of others receivin g over $50 , 000 for p rofessional services ► 1

Part IX-A I Summary of Direct Charitable Activities

List the foundation ' s four largest direct charitable activities during the tax year . Include relevant statistical information such as thenumber of organizations and other beneficiaries served , conferences convened , research papers produced, etc. Expenses

SEE STATEMENT 13 30 684 670.2

3

4

I ca rt IA-1:3 Summary of Program-Related InvestmentsDescribe the two largest program-related investments made by the foundation during the tax year on fines 1 and 2. Amount

1 N /A

2

All other program-related investments. See instructions.

3

Total. Add lines 1 through 3 ► 0.

Form 990-PF (2008)

82356101-02-09


Part X Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions)

1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc-, purposes:

a Average monthly fair market value of securities to

b Average of monthly cash balances lb 262 , 928.c Fair market value of all other assets 1c

d Total (add lines la, b, and c) 1d 262 , 928.e Reduction claimed for blockage or other factors reported on lines la and

1c (attach detailed explanation) le 0.

2 Acquisition indebtedness applicable to line 1 assets 2 0.

3 Subtract line 2 from line 1d 3 262 , 928.4 Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see instructions) 4 3 , 944.5 Net value of noncharitable - use assets . Subtract line 4 from line 3. Enter here and on Part V, line 4 5 258 , 984.6 Minimum investment return . Enter 5% of line 5 6 12 .949.

Part XIDistributable Amount (see instructions) (Section 4942(1)(3) and (1)(5) private operating foundations and certainforeign organizations check here ► ® and do not complete this part.)

1 Minimum investment return from Part X, line 6

2a Tax on investment income for 2008 from Part VI, line 5 2a

b Income tax for 2008. (This does not include the tax from Part VI.) 2b

c Add lines 2a and 2b 2c

3 Distributable amount before adjustments. Subtract line 2c from line 1 3

4 Recoveries of amounts treated as qualifying distributions 4

5 Add lines 3 and 4 5

6 Deduction from distributable amount (see instructions) 6

7 Distributable amount as ad j usted. Subtract line 6 from line 5. Enter here and on Part XIII line 1 7

Part XII Qualifying Distributions (see instructions)

1 Amounts paid (including administrative expenses) to accomplish charitable, etc , purposes:

a Expenses, contributions, gifts, etc. - total from Part I, column (d), line 26 la 24 , 996 , 185.b Program-related investments - total from Part IX-El lb 0.

2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes 2

3 Amounts set aside for specific charitable projects that satisfy the:

a Suitability test (prior IRS approval required) 3a

b Cash distribution test (attach the required schedule) 3b

4 Qualifying distributions Add lines la through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 4 24 , 996 , 185.5 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income. Enter 1% of Part I, line 27b 5 0.

6 Adjusted qualifying distributions . Subtract line 5 from line 4 6 24 , 996 , 185.Note . The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for the section

4940(e) reduction of tax in those years.

Form 990-PF (2008)

82357101-02-09

• WHITEMARSH CONTINUING CARE RETIREMENTForm 990-PF (2008) COMMUNITY, INC 83-0344521

PartXlii Undistributed Income (see instructions)

1 Distributable amount for 2008 from Part XI,

line 7

2 Undistributed income, if any , as of the end of 2007

a Enter amount for 2007 only

b Total for prior years:

((b) (C) (d)Corp us Years

prior to 2007 2007 2008

3 Excess distributions carryover, if any, to 2008:

a From 2003

b From 2004

c From 2005

d From 2006 201 , 535.e From 2007

f Total of lines 3a through e 201

4 Qualifying distributions for 2008 from

Part XII, line 4: ► $ N /A

a Applied to 2007, but not more than line 2a

b Applied to undistributed income of prior

years (Election required - see instructions)

c Treated as distributions out of corpus

(Election required - see instructions)

d Applied to 2008 distributable amount

e Remaining amount distributed out of corpus

5 Excess distributions carryover applied to 2008(If an amount appears in column (d), the same amount

must be shown in column (a) )

6 Enter the net total of each column asindicated below:

a Corpus Add lines 31, 4c, and 4e Subtract line 5 201

b Prior years' undistributed income. Subtract

line 4b from line 2b

c Enter the amount of prior years'undistributed income for which a notice ofdeficiency has been issued, or on whichthe section 4942(a) tax has been previouslyassessed

d Subtract line 6c from line 6b. Taxable

amount - see instructions

e Undistributed income for 2007. Subtract line

4a from line 2a. Taxable amount - see mstr-

f Undistributed income for 2008. Subtract

lines 4d and 5 from line 1. This amount must

be distributed in 2009

7 Amounts treated as distributions out of

corpus to satisfy requirements imposed by

section 170(b)(1)(F) or 4942(g)(3)

8 Excess distributions carryover from 2003

not applied on tine 5 or line 7

9 Excess distributions carryover to 2009

Subtract lines 7 and 8 from line 6a 201

10 Analysis of line 9:

a Excess from 2004

b Excess from 2005

c Excess from 2006 201 , 535.

d Excess from 2007

e Excess from 2008

82358101-02-09

0.

5.

0.

Form 990-PF (2008)

• WHITEMARSH CONTINUING CARE RETIREMENTForm 990-PF 10

Part XIV• Private Operating Foundations (see instructions and Part VII-A, question 9)

I a If the foundation has received a ruling or determination letter that it is a private operating

foundation, and the ruling is effective for 2008, enter the date of the ruling 03 / 26 / 07

b Check box to indicate whether the foundation is a p rivate op eratin g foundation described in section ® 4942 0)( 3 ) or 04 42(j)(5)

2 a Enter the lesser of the adjusted net Tax year Prior 3 years

income from Part I or the minimum (a) 2008 (b) 2007 (c) 2006 (d) 2005 (e) Total

investment return from Part X for

each year listed 12 , 949. 31 , 597. 0. 0. 44 546.b 85%ofline2a 11 , 007. 26 , 857. 0. 0. 37 , 864.c Qualifying distributions from Part XII,

line4foreachyearlisted 24996185. 12172361. 0. 0. 37168546.d Amounts included in line 2c not

used directly for active conduct of

exempt activities 0. 0. 0. 0. 0.e Qualifying distributions made directly

for active conduct of exempt activities.

Subtract line 2d from line 2c 24996185. 12172361. 0. 0. 37168546.3 Complete 3a, b, or c for the

alternative test relied upon:a 'Assets' alternative test - enter:

( 1 ) Value of all assets 233 , 850 290 24144912. 257 995 202

(2) Value of assets qualifying

under section 4942(I)(3)(B)(i) 233 850 290 24144912 . 257 995 202 ,b 'Endowment' alternative test - enter

2/3 of minimum investment returnshown in Part X, line 6 for each yearlisted 0.

c 'Support' alternative test - enter:

(1) Total support other than grossinvestment income (interest,dividends, rents, payments onsecurities loans (section512(a)(5)), or royalties) 0 .

(2) Support from general publicand 5 or more exemptorganizations as provided insection 4942(t)(3)(B)(ui) 0.

(3) Largest amount of support from

an exempt organization 0.

Part XV Supplementary Information (Complete this part only if the foundation had $5,000 or more in assetsat any time during the year-see the instructions.)

1 Information Regarding Foundation Managers:

a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any taxyear (but only if they have contributed more than $5,000). (See section 507(d)(2).)

b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership orother entity) of which the foundation has a 10% or greater interest.

2 Information Regarding Contribution, Grant , Gift, Loan, Scholarship , etc., Programs:

Check here ►® if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. Ifthe foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d.

a The name, address, and telephone number of the person to whom applications should be addressed:

b The form in which applications should be submitted and information and materials they should include:

c Any submission deadlines:

d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors:

823601 01-02-09 Form 990-PF (2008)

Form 990-PFWHITEMARSH CONTINUING CARE RETIREMENT

Information

3 Grants and Contributions Paid Durin cqi the Year or Approved for Future Pa ment

Recipient If recipient is an individual,show any relationship to Foundation Purpose of grant or

Name and address (home or business) any foundation manager status of contribution Amountor substantial contributor recipient

a Paid during the year

NONE

Total ► 3a 0 .

b Approved for future payment

NONE

Total ► 3b 1 0.823611 01-02-09

Form 990-PF (2008)


Form 990-PF (2008) COMMUNITY, INC 83-0344521

Part k -A Analysis of Income - Producing Activities

Enter,

1 Pri

a

b

c

d

e

f

9

2 Me

3 Int

my

4 Div

5 Net

a

b

6 Ne t

pro

7 Ot

8 Gai

tha

9 Ne t

10 Gr

11 Ot

a

b

c

d

e

12 Su

13 Total . Add line 12, columns (b), (d), and (e) 13 23,270,445.

(See worksheet in line 13 instructions to verify calculations.)

Part XVI -B Relationship of Activities to the Accomplishment of Exempt Purposes

Line No .y

Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of

the foundation 's exempt purposes (other than by providing funds for such purposes).

93A ANNUAL FEES FROM RESIDENTS FOR ROUTINE OPERATING COSTS OF FACILITY93B ANNUAL FEES FROM RESIDENTS PERMANENTLY RESIDING IN ASSISTED LIVING93C ANNUAL FEES FROM RESIDENTS PERMANENTLY RESIDING IN THE HEALTH CENTER93D CURRENT EARNINGS OF INITIAL ENTRANCE FEES PAID BY RESIDENTS

93E CHARGES RELATED TO CARE SERVICES PROVIDED IN THE HEALTH CENTER

oss amounts unless otherwise indicated Unrelate d business income Exclu ded by section 512 , 513 , or 514 (e).cr

gram service revenue:

(a)Businesscode

(b)Amount

Exc^u-sioe

(d)Amount

Related or exemptfunction income

SEE STATEMENT 15 22 056 828.

Fees and contracts from government agencies

mbership dues and assessments

rest on savings and temporary cash

estments 592 673.

idends and interest from securities

rental income or (loss) from real estate:

Debt-financed property

Not debt-financed property

rental income or (loss) from personal

perty

er investment income

n or (loss) from sales of assets other

n inventory

income or (loss) from special events

ss profit or (loss) from sales of inventory

er revenue:

SEE STATEMENT 14 620 944.

btotal. Add columns (b), (d), and (e) 0. 6 2 0 9 4 4.

B

t

t

o

h

t

o

h

2 2 6 4 9 5 01.

UWJbLI

01-02-09 Form 990-PF (2008)

WHITEMARSH CONTINUING CARE RETIREMENTForm 990-PF (2008) COMMUNITY, INC 83-0344521 Pag e 13Part XVII Information Regarding Transfers To and Transactions and Relationships With Noncharitable

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of Yes No

the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

a Transfers from the reporting foundation to a noncharltabte exempt organization of: _

(1) Cash la ( l ) X

(2) Other assets to 2 X

b Other transactions:

(1) Sales of assets to a nonchantable exempt organization lb ( l )

(2) Purchases of assets from a noncharltable exempt organization lb ( 2 )

(3) Rental of facilities, equipment, or other assets lb ( 3 )

(4) Reimbursement arrangements _ lb ( 4 )

(5) Loans or loan guarantees lb ( 5 )

(6) Performance of services or membership or fundraising solicitations lb ( 6 )

Sharing of facilities, equipment, mailing lists, other assets, or paid employees 1c

If the answer to any of the above is 'Yes,' complete the following schedule. Column (b) should always show the fair market value of the goods, other assets,

or services given by the reporting foundation. If the foundation received less than fair market value in any transaction or sharing arrangement, show in

(a) Name of organization (b) Type of organization (c) Description of relationship

N /A

der penalhe 1 perjury , I declare hat I h ve exammee,lhis return , including accompanying schedules and statements , and to the best of my knowledge and belief, it is true , correct,

and pi a atio prepar (of th taxpayer or fiduciary ) is based on all information 91 whichjreparer has any knowledge

S oo ro e

Preparer's 'E signature

'COL a) Firm 'sname (oryours ARSONALLEN LLa j itself-employed ), ' 18 SENTRY PARK WEST, SU

address , and ZIP code BLUE BELL PA 19422-224

82362201-02-09

2a Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described

in section 501 ( c) of the Code ( other than section 501(c)(3 )) or in section 527 Yes [XI No

b It 'Yes , ' comp lete the followin g schedule.

Schedule B(Form 990,•990-EZ,or 990-PF)Department of the Treasury

Internal Revenue Service

Schedule of Contributors

► Attach to Form 990, 990-EZ, and 990-PF.

OMB No 1545-0047

2008Name of the organization Employer identification number

WHITEMARSH CONTINUING CARE RETIREMENTCOMMUNITY. INC R1-O'di621

Organization type (check one).

Filers of : Section:

Form 990 or 990-EZ 0 501 (c)( ) (enter number) organization

0 4947(a)(1) nonexempt charitable trust not treated as a private foundation

0 527 political organization

Form 990-PF ® 501(c)( 3) exempt private foundation

Q 4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule. (Note . Only a section 501(c)(7), (8), or (10) organization can check boxes

for both the General Rule and a Special Rule See Instructions )

General Rule

® For organizations filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or property) from any one

contributor Complete Parts I and II

Special Rules

For a section 501(c)(3) organization filing Form 990, or Form 990-EZ, that met the 33 1/3% support test of the regulations under sections

509(a)(1)/170(b)(1)(A)(vl), and received from any one contributor, during the year, a contribution of the greater of (1) $5 ,000 or (2) 2% of the

amount on Form 990, Part VIII, line 1h or 2% of the amount on Form 990-EZ , line 1 Complete Parts I and 11

For a section 501(c)( 7), (8), or ( 10) organization filing Form 990 , or Form 990-EZ, that received from any one contributor, during the year,

aggregate contributions or bequests of more than $1 , 000 for use exclusively for religious , charitable , scientific, literary, or educational

purposes , or the prevention of cruelty to children or animals Complete Parts 1, II, and III

For a section 501(c)(7), (8), or (10) organization filing Form 990, or Form 990-EZ, that received from any one contributor, during the year,

some contributions for use exclusively for religious , charitable , etc , purposes, but these contributions did not aggregate to more than

$1,000 . ( If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable,

etc , purpose . Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively

religious, charitable , etc , contributions of $5,000 or more during the year) - - $

Caution . Organizations that are not covered by the General Rule and/or the Special Rules do not file Schedule B (Form 990, 990 EZ, or 990-PF), but

they must answer "No" on Part IV, line 2 of their Form 990, or check the box in the heading of their Form 990-EZ, or on line 2 of their Form 990 PF, to

certify that they do not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF).

LHA For Privacy Act and Paperwork Reduction Act Notice , see the Instructions

for Form 990. These instructions will be issued separately.

Schedule B (Form 990, 990-EZ, or 990-PF) (2008)

823451 12-18-08

Schedule B (Form 990 , 990-EZ, or 990 -PF) (2008 ) Page 1 of j of Part

Name of organization Employer identification number

I


COMMUNITY. INC 83-0344521

Part I Contributors (see instructions)

(a)No.

(b)Name, address , and ZIP + 4

(c)Aggregate contributions

(d)Type of contribution

1 MR. AND MRS. ALVIN GUTMAN Person

4002 FOX HOUND DRIVE $ 19,524.

Payroll Q

Noncash Q

LAFAYETTE HILL, PA 19444(Complete Part II if there

is a noncash contribution.)

(a)

No.

(b)

Name, address , and ZIP + 4

(c)

Aggregate contributions

(d)

Type of contribution

2 MR. AND MRS. BRUCE BECK Person Eil


Payroll 0

Noncash 0

LAFAYETTE HILL, PA 19444(Complete Part 11 if there

is a noncash contribution )

(a)

No.

(b)


(c)


(d)


3 MR. AND MRS. DAVID STOKES Person Ek]

4502 BRIAR HILL WEST $ 7,095.

Payroll 0

Noncash Q

LAFAYETTE HILL, PA 19444(Complete Part 11 it there


(a)

No.

(b)

Name , address, and ZIP + 4

(c)


(d)


4 MR. AND MRS. HUGH MOULTON Person Ejfl

4107 ANGUS WAY $ 5,332.Payroll QNoncash 0



( a)

No.

(b)


(c)


(d)


5 MR. AND MRS. JAMES STEWART Person

4 615 LENAPE LANE $ 78 ,964 .

Payroll

Noncash 0


is a noncash contribution)

(a)

No.

(b)


(c)


(d)


6 DR. JOHN ROBERTS Person Dfl

4404 BRIAR HILL EAST $ 7,509.Payroll QNoncash



823452 12-18-08 Schedule 8 (Form 990, 990-EZ,or990-PF)(2008)

Schedule B (Form 990 , 990-EZ, or 990-PF) (2008)

Name of organization


of Part

Employer identification number

I

Part I ' Contributors (see instructions)

(a)No.

(b)Name, address, and ZIP + 4

(c)Aggregate contributions

(d)Type of contribution

7 MR. AND MRS. JOHN TAIT Person

4105 ANGUS WAY $ 16,956.Payroll 0

Noncash 0



(a)

No.

(b)

Name, address, and ZIP + 4

(c)


(d)


8 MR. AND MRS. NEWBOLD STRONG Person_

4302 SHEEPS RUN $ 12,448.

Payroll Q

Noncash



(a)

No.

(b)


(c)


(d)


9 MR. AND MRS. NORMAN WILDE Person Eil

4303 SHEEPS RUN $ 18,165.Payroll Q

Noncash 0


is a noncash contnbution.)

(a)

No.

(b)


(c)


(d)


10 MR. AND MRS. OLIVER BIDDLE Person EYD


Payroll 0

Noncash

LAFAYETTE HILL, PA 19444(Complete Part II if thereis a noncash contribution.)

(a)

No.

(b)


(c)


(d)


11 MR. AND MRS. PETER MATTOON Person FX1

4819 MARBLE HILL $ 5,247.Payroll 0Noncash



(a)

No.

(b)


(c)


(d)


12 MR. AND MRS. TED WOOD Person Ef]

4100 ANGUS WAY $ 8,000.Payroll 0Noncash 0



823452 12-18-08 Schedule B (Form 990, 990-EZ, or 990-PF) (2008)

Schedule 8 (Form 990, 990-EZ, or 990-PF

Name of organization


of Part

Employer identification number

I

Part I ' Contributors (see instructions)

(a)

No.

(b)


(c)

Aggregate contributions(d)


13 MR. AND MRS. THOMAS DOLAN Person

4104 ANGUS WAY $ 13,565.Payroll 0

Noncash Q



(a)

No.

(b)


(c)


(d)


14 MR. AND MRS. WARNE JOHNSON Person I-XI

4501 BRIAR HILL WEST $ 6,800.

Payroll Q

Noncash El

LAFAYETTE HILL, PA 19444(Complete Part 11 if there


(a)

No.

(b)


(c)


(d)


Person 0

$

Payroll 0

Noncash Q

(Complete Part II if there


(a)

No.

(b)


(c)


(d)


Person 0

$

Payroll 0

Noncash

(Complete Part 11 if there

is a noncash contribution.)

(a)

No.

(b)


(c)


(d)


Person El

$

Payroll 0

Noncash 0



(a)

No.

(b)


(c)


(d)


Person 0

$

Payroll Q

Noncash 0



823452 12-18-08 Schedule B (Form 990, 990-EZ, or 990-PF) (2008)

WHITEMARSH CONTINUING CARE RETIREMENT CO 83-0344521

FORM 990-PF INTEREST ON SAVINGS AND TEMPORARY CASH INVESTMENTS STATEMENT 1

SOURCE AMOUNT

INTEREST INCOME 592,673.

TOTAL TO FORM 990-PF, PART I, LINE 3, COLUMN A 592,673.

FORM 990-PF OTHER INCOME STATEMENT 2

(A) (B) (C)REVENUE NET INVEST- ADJUSTED

DESCRIPTION PER BOOKS MENT INCOME NET INCOME

RESIDENT LIVING FEES 12,288,103. 0. 12,288,103.ASSISTED LIVING FEES 840,289. 0. 840,289.NURSING FEES 3,848,074. 0. 3,848,074.AMORTIZATION OF DEFERRED REVENUE 4,893,896. 0. 4,893,896.ANCILLARY HEALTH CENTER INCOME 186,466. 0. 186,466.APPLICATION FEES 17,953. 0. 17,953.MEAL REVENUE 242,564. 0. 242,564.GUEST LODGING 33,891. 0. 33,891.UTILITIES REVENUE 201,587. 0. 201,587.PARKING GARAGE INCOME 63,647. 0. 63,647.OTHER REVENUE 61,302. 0. 61,302.

TOTAL TO FORM 990-PF, PART I, LINE 11 22,677,772. 0. 22,677,772.

FORM 990-PF LEGAL FEES STATEMENT 3

(A) (B) (C) (D)EXPENSES NET INVEST- ADJUSTED CHARITABLE

DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES

LEGAL FEES 133,783. 0. 0. 133,783.

TO FM 990-PF, PG 1, LN 16A 133,783. 0. 0. 133,783.

STATEMENT(S) 1, 2, 3

WHITEMARSH CONTINUING CARE RETIREMENT CO 83-0344521

FORM 990-PF ACCOUNTING FEES STATEMENT 4

(A) (B)EXPENSES NET INVEST-

DESCRIPTION PER BOOKS MENT INCOME

ACCOUNTING/AUDIT FEES 45,500. 0.

TO FORM 990-PF , PG 1, LN 16B 45,500. 0.

(D)CHARITABLE

PURPOSES

0. 45,500.

0. 45,500.

FORM 990-PF TAXES STATEMENT 5

DESCRIPTION

PROPERTY TAXESPAYROLL TAXES

TO FORM 990-PF, PG 1, LN 18

FORM 990-PF

(A) (B)EXPENSES NET INVEST-PER BOOKS MENT INCOME

1,154,812.536,404.

1,691,216.

0.0.

OTHER EXPENSES

0.

(C)ADJUSTED

NET INCOME

(C) (D)ADJUSTED CHARITABLENET INCOME PURPOSES

0. 1,154,812.0. 536,404.

0. 1,691,216.

STATEMENT 6

(A) (B)EXPENSES NET INVEST-

DESCRIPTION PER BOOKS MENT INCOME

SUPPLIES 879,463. 0.TELEPHONE 68,237. 0.POSTAGE 37,152. 0.EQUIPMENT RENTAL ANDMAINTENANCE 311,063. 0.ACTIVITIES EXPENSES 92,748. 0.ADVERTISING 261,519. 0.AMORTIZATION 985,980. 0.BAD DEBT 50,507. 0.COMMUNITY OUTREACH PROGRAM 66,232. 0.COMPUTER SUPPORT / TRAINING 67,381. 0.CONSULTANTS 239,793. 0.CONTRACTS 474,977. 0.DUES AND SUBSCRIPTIONS 20,239. 0.FLOWERS 8,001. 0.HEALTH CENTER 622,376. 0.INSURANCE 356,162. 0.LICENSES AND FEES 36,864. 0.MANAGEMENT FEES /REIMBURSEMENT 526,250. 0.

(C)ADJUSTED

NET INCOME

0.0.0.

0.0.0.0.0.0.0.0.0.0.0.0.0.0.

0.

(D)CHARITABLE

PURPOSES

879,463.68,237.37,152.

311,063.92,748.

261,519.985,980.50,507.66,232.67,381.

239,793.474,977.20,239.8,001.

622,376.356,162.36,864.

526,250.

STATEMENT(S) 4, 5, 6

'WHITEMARSH CONTINUING CARE RETIREMENT CO 83-0344521

MISCELLANEOUS 51,698. 0. 0. 51,698.PURCHASED SERVICES 48,911. 0. 0. 48,911.RAW FOOD / OTHER DIETARY 1,055,707. 0. 0. 1,055,707.TRAINING 13,295. 0. 0. 13,295.UNIFORMS 41,288. 0. 0. 41,288.

TO FORM 990-PF, PG 1, LN 23 6,315,843. 0. 0. 6,315,843.

FORM 990-PF OTHER DECREASES IN NET ASSETS OR FUND BALANCES STATEMENT 7

DESCRIPTION

CHANGES IN FAIR VALUE OF INTEREST RATE SWAP AGREEMENTUNREALIZED LOSS ON INVESTMENTS

TOTAL TO FORM 990-PF, PART III, LINE 5

10,885.11,885.

AMOUNT

22,770.

FORM 990-PF DEPRECIATION OF ASSETS NOT HELD FOR INVESTMENT STATEMENT 8

DESCRIPTION

LANDBUILDINGS

FURNITURE AND EQUIPMENT

VEHICLES

TO 990-PF, PART II, LN 14

COST OR ACCUMULATED FAIR MARKETOTHER BASIS DEPRECIATION BOOK VALUE VALUE

14,343,480. 0. 14,343,480. 14,343,480.192512670. 6,996,133. 185516537. 185516537.3,419,610. 522,744. 2,896,866. 2,896,866.

100,396. 31,160. 69,236. 69,236.

210376156. 7,550,037. 202826119. 202826119.

FORM 990-PF OTHER INVESTMENTS STATEMENT 9

DESCRIPTIONVALUATION

METHOD BOOK VALUE

TRUSTEE HELD FUNDS FMVIMPROVEMENT ESCROW FMV

TOTAL TO FORM 990-PF, PART II, LINE 13

16,498,583.1,271,141.

17,769,724.

FAIR MARKET

VALUE

16,498,583.1,271,141.

17,769,724.

STATEMENT(S) 6, 7, 8, 9


FORM 990-PF OTHER ASSETS STATEMENT 10

DESCRIPTION

DEFERRED FINANCING COSTSDEFERRED MARKETING COSTSASSET UNDER INTEREST RATE SWAPAGREEMENTENTRANCE FEES RECEIVABLESALES TAX RECEIVABLE AND OTHER

ASSETS

TO FORM 990-PF, PART II, LINE 15

BEGINNING OF END OF YEAR FAIR MARKETYR BOOK VALUE BOOK VALUE VALUE

4,993,061. 5,182,720. 5,182,720.6,506,231. 6,207,119. 6,207,119.

10,885. 0. 0.307,067. 0. 0.

183,367. 197,636. 197,636.

12,000,611. 11,587,475. 11,587,475.

FORM 990-PF OTHER LIABILITIES STATEMENT 11

DESCRIPTION

LONG TERM DEBTRESIDENT DEPOSITS & ESCROW PAYABLES

OPTION & UPGRADE LIABILITY

SUBORDINATED OBLIGATIONS

ACCRUED INTEREST ON SUBORDINATED

OBLIGATIONS

TOTAL TO FORM 990-PF, PART II, LINE 22

BOY AMOUNT EOY AMOUNT

132,801,708. 126,317,837.94,139,615. 102,385,492.

178,295. 0.9,880,000. 10,180,000.

1,560,416. 2,095,416.

238,560,034. 240,978,745.

STATEMENT (S) 10, 11


FORM 990-PF PART VIII - LIST OF OFFICERS, DIRECTORS STATEMENT 12TRUSTEES AND FOUNDATION MANAGERS

NAME AND ADDRESS

4000 FOX HOUND DRIVE

LAFAYETTE HILL, PA 19444

PATRICIA BAILEY



PEMBERTON HUTCHINSON



JAMES M. STEWART



WILLARD S. BOOTHY, JR.



PHILIP S. DEMING



THOMAS N. DOLAN, IV



EDWARD C. DRISCOLL

4000 FOX HOUND DRIVELAFAYETTE HILL, PA 19444

ROBERT L. ERVIN4000 FOX HOUND DRIVE


ARMIN C. FRANK



JOSEPH MECHEM

4000 FOX HOUND DRIVELAFAYETTE HILL, PA 19444

EMPLOYEETITLE AND COMPEN- BEN PLAN EXPENSE

AVRG HRS/WK SATION CONTRIB ACCOUNT

CHAIRMAN

2.00 0. 0. 0.

BOARD MEMBER

0.50 0. 0. 0.

BOARD MEMBER

0.50 0. 0. 0.

BOARD MEMBER

0.50 0. 0. 0.

BOARD MEMBER

0.50 0. 0. 0.

VICE CHAIRMAN2.00 0. 0. 0.

BOARD MEMBER

0.50 0. 0. 0.

BOARD MEMBER

0.50 0. 0. 0.

BOARD MEMBER0.50 0. 0. 0.

BOARD MEMBER0.50 0. 0. 0.

BOARD MEMBER

0.50 0. 0. 0.

STATEMENT(S) 12

"WHITEMARSH CONTINUING CARE RETIREMENT CO 83-0344521

LUDLOW MILLER BOARD MEMBER4000 FOX HOUND DRIVE 0.50 0. 0. 0.LAFAYETTE HILL, PA 19444

ROBERT M. LAM BOARD MEMBER

4000 FOX HOUND DRIVE 0.50 0. 0. 0.LAFAYETTE HILL, PA 19444

WILLIAM N. MEBANE, III BOARD MEMBER4000 FOX HOUND DRIVE 0.50 0. 0. 0.LAFAYETTE HILL, PA 19444

LOUISE R. JOHNSTON BOARD MEMBER4000 FOX HOUND DRIVE 0.50 0. 0. 0.LAFAYETTE HILL, PA 19444

PETER FLEMING CHIEF FINANCIAL OFFICER4000 FOX HOUND DRIVE 50.00 126,890. 15,804. 0.LAFAYETTE HILL, PA 19444

JUDY MCGRUTHER CHIEF EXECUTIVE OFFICER4000 FOX HOUND DRIVE 50.00 215,953. 10,335. 7,104.LAFAYETTE HILL, PA 19444

TERRI M. MOFFA BOARD MEMBER (THROUGH 10/2008)4000 FOX HOUND DRIVE 0.50 0. 0. 0.LAFAYETTE HILL, PA 19444

ROGER S. HILLAS BOARD MEMBER (THROUGH 6/2008)4000 FOX HOUND DRIVE 0.50 0. 0. 0.LAFAYETTE HILL, PA 19444

THOMAS M. HYNDMAN, JR. BOARD MEMBER (THROUGH 4/2008)4000 FOX HOUND DRIVE 0.50 0. 0. 0.LAFAYETTE HILL, PA 19444

ROBERT WARTH BOARD MEMBER4000 FOX HOUND DRIVE 0.50LAFAYETTE HILL, PA 19444

THOMAS BIELECKI BOARD MEMBER4000 FOX HOUND DRIVE 0.50LAFAYETTE HILL, PA 19444

HENRY CROUTER BOARD MEMBER4000 FOX HOUND DRIVE 0.50LAFAYETTE HILL, PA 19444

TOTALS INCLUDED ON 990-PF, PAGE 6, PART VIII

0. 0. 0.

0. 0. 0.

0. 0. 0.

342,843. 26,139. 7,104.

STATEMENT(S) 12

°WHITEMARSH CONTINUING CARE RETIREMENT CO 83-0344521

FORM 990-PF SUMMARY OF DIRECT CHARITABLE ACTIVITIES STATEMENT 13

ACTIVITY ONE

WHITEMARSH CONTINUING CARE RETIREMENT COMMUNITY OWNS ANDOPERATES A CONTINUING CARE RETIREMENT COMMUNITY WHICHPROVIDES HOUSING, HEALTH CARE, DINING, WELLNESS AND RELATEDSERVICES AND AMENITIES TO SERVE ITS 65 AND OLDER SENIORRESIDENTS. THE COMMUNITY IS COMPRISED OF 180 APARTMENTRESIDENCES, 86 ATTACHED AND DETACHED SINGLE FAMILY HOMES,60 SKILLED NURSING ROOMS AND 28 ASSISTED LIVING SUITES INTHE HEALTH CENTER AND DINING AND WELLNESS FACILITIES LOCATEDON 96 ACRES IN WHITEMARSH TOWNSHIP, PENNSYLVANIA.AS OF DECEMBER 31, 2008, 211 OF THE RESIDENCES WERE OCCUPIED.

TO FORM 990-PF, PART IX-A, LINE 1

EXPENSES

30,684,670.

FORM 990-PF OTHER REVENUE STATEMENT 14

BUS UNRELATED EXCL EXCLUDEDDESCRIPTION CODE BUSINESS INC CODE AMOUNT

APPLICATION FEES 03 17,953.MEAL REVENUE 03 242,564.GUEST LODGING 03 33,891.UTILITIES REVENUE 03 201,587.PARKING GARAGE INCOME 03 63,647.OTHER REVENUE 03 61,302.

TOTAL TO FORM 990-PF, PG 11, LN 11 620,944.

RELATED OREXEMPT FUNC-TION INCOME

STATEMENT (S) 13, 14

•WHITEMARSH CONTINUING CARE RETIREMENT CO 83-0344521

FORM 990-PF PROGRAM SERVICE REVENUE STATEMENT 15

DESCRIPTIONBUS UNRELATED EXCL EXCLUDEDCODE BUSINESS INC CODE AMOUNT

RESIDENT LIVING FEES

ASSISTED LIVING FEES

NURSING FEES

AMORTIZATION OF DEFERREDREVENUEANCILLARY HEALTH CENTERINCOME

TOTAL TO FORM 990-PF, PG 11, LINE 1

RELATED OREXEMPT FUNC-TION INCOME

12,288,103.840,289.

3,848,074.

4,893,896.

186,466.

22,056,828.

STATEMENT(S) 15

u^sr^av ^3PART Vil -A,

WHITEMARSH CONTINUING CARE RETIREMENT COMMUNITY

RESOLUTION OF BOARD OF DIRECTORS

RECITALS

WHEREAS, Whitemarsh Continuing Care Retirement Community ("WCCRC") is anon-profit corporation duly organized and validly existing under the laws of the Commonwealthof Pennsylvania and an organization described in Section 501 (c)(3) of the Internal Revenue Codeof 1986 , as amended ("Code"); and

WHEREAS, the Board desires to amend the Bylaws of WCCRC as herein set forth; and

WHEREAS, a quorum of the Board is present and acting at this meeting and desires totake the action set forth herein.

NOW, THEREFORE, the Board of Directors of Whitemarsh Continuing CareRetirement Community, does hereby resolve as follows:

Section 1 . Amendment to Section 2.01 of the Bylaws . Section 2.01 of the Bylawsis hereby amended and restated in its entirety as follows:

Section 2.01. Powers . The Board of Directors shall have full power toconduct , manage, and direct the business and affairs of the Corporation. Allpowers of the Corporation are hereby granted to and vested in the Board ofDirectors . There shall be a Chainnan of the Board of Directors and a Vice-Chairman , if so elected by the Board of Directors , who shall serve in place andstead of the Chairman in the event of any absence of the Chairman.

Section 2 . Amendment to Section 3.01 of the Bylaws. Section 3.01 of the Bylawsis hereby amended and restated in its entirety as follows:

Section 3.01. Officers . The officers of the Corporation shall be thePresident and Chief Executive Officer, one or more Vice-Presidents, theSecretary, the Treasurer, the Chairman of the Board and, if one is elected, theVice-Chairman of the Board, and may include one or more Assistant Secretaries,and/or one or more Assistant Treasurers as the Board of Directors may from timeto time determine, all of whom shall be elected by the Board of Directors. Anytwo or more offices may be held by the same person. Each officer shall holdoffice at the pleasure of the Board of Directors, or until his or her death orresignation.

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Section 3. Amendment to Section 3.03 of the Bylaws . Section 3.03 of the Bylawsis hereby amended and restated in its entirety as follows:

Section 3.03. The Chairman of the Board . There shall at all times be aChairman of the Board who shall be elected from among the Directors. TheChairman of the Board shall preside at all meetings of the Board and provideleadership and direction to the Board. The Chairman of the Board shall be thechairman of the Executive Committee and an ex-officio voting member of allcommittees of the Board, and shall appoint the chairs of all other committees ofthe Board. The Chairman of the Board shall also have such other powers andduties as from time to time may be prescribed by the Board of Directors.

Section 4. Amendment to Section 3.04 of the Bylaws . Section 3.04 of theBylaws is hereby amended and restated in its entirety as follows:

Section 3.04. The President and Chief Executive Officer . The Presidentand Chief Executive Officer shall be the chief executive officer of the Corporationwith general supervision of and general management and executive powers overall the property, operations, business, affairs and employees of the Corporationand shall see that the policies and programs adopted or approved by the Board ofDirectors are carried out. The President and Chief Executive Officer shall reportto the Chairman of the Board of Directors and shall be subject to the control of theBoard of Directors. All officers of the Corporation who are not members of theBoard of Directors shall report to the President and Chief Executive Officer. ThePresident and Chief Executive Officer shall exercise such further powers andduties and implement such policies as from time to time may be prescribed inthese Bylaws or by the Board of Directors.

Section 5. Repeal of Inconsistent Resolutions .

All resolutions or parts of resolutions to the extent inconsistent herewith arehereby repealed and rescinded.

Section 6. Effective Date .

This Resolution shall take effect immediately this 17`x' day of June, 2008.

2

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CERTIFICATE OF SECRETARY

The undersigned Secretary of Whitemarsh Continuing Care Retirement Community

hereby certifies that the foregoing Resolution was duly adopted by the Board of Directors of

Whitemarsh Continuing Care Retirement Community on June 17, 2008, and that such Resolution

has not been rescinded or amended and remains in full force and effect.

WHITEMARSH CONTINUING CARE RETIREMENT COMMUNITY

f ^ ^ ^ "n s

By:

N

Title: Secretary

Date: 45

3

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