SCANNEDAUG]!II2010

4. r Return of Organization Exempt From Income Tax E "'FONT! . Under section 501(c), 527, or 4947(a)( 1) of he Internal Revenue Code (except black lung inDepamem of the Treasury benet trust or private foundation) -Topen to. Publicintern. Revenue 5e~.c,, D The organization may have to use a copy of this return to satisfy state reporting requirements. 1 InspectionA For the 2008 calendar year, or tax year beginning SEP 1 , 2 0 0 8 and ending AUG 3 1 , 2 O 0 9

B Check ii Please C Name of organization D Employer Identification numberappucable use IFIS

@e E532 3! GOOD SHEPHERD LUTHERAN HOME OF THE WESTgiafnge We Doing Business As 9 4 - 1 3 3 7 5 3 7|rgl|ZtL:la'll'l See Number and street (or P.0. box if mail is not delivered to street address) Room/suite E Telephone numberg:;:,""' .;_:,.:ij.';. 600 HOFFMANN DRIVE 9202064_40_3}.;T,$',."" ""5 City or town, state or country, and ZIP + 4 G Gross F90-Btpts s 4 5 , 9 4 5 , 2 1 5 .

[:|3,',"' WATERTOWN , WI 5 3 0 9 4 - 5 2 2 3 H(a) Is this a group returnpendmg F Name and address of principal officer:DR . JOHN BAUER for afliates? [:|Yes [E No

SAME AS C ABOVE H(b) Are all ariiiiates included? I:|ves Z NoI Tax-exempt status E 501(c)( 3 )4 (insert no.) :1 4947(a)(1) or Cl 527 If No, attach a list. (see instructions)J Website: D W . BETHESDALUTHERANCOMMUNITIES . ORG H(c) Group exemption number DK Type of organization: If] C0lD0T3t|0" Cl TlU51 1: AS50C'31|0" |:I 0therD I L Year of formation: 1 9 52' M State of legal domicile: CA[Part I ] Summary

0 1 Briefly describe the organization's mission or most significant activities SEE SCHEDULE 00C

E 2 Check this box D II if the organization discontinued its operations or disposed of more than 25% of its assets5 3 Number of voting members of the governing body (Part VI, line 1a) _ __ 3 1 6

g 4 Number of independent voting members of the governing body (Part VI, line 1b) 4 1 53 5 Total number of employees (Part V, line 2a) _ _ _ 5 1 5 8 0

3'; 6 Total number of volunteers (estimate rf necessary) _ _ _ _ _ 6 0

E 7a Total gross unrelated business revenue from Part VIII. line 12, column (C) 3 0 .b Net unrelated business taxable income from Form 990-T, Ine 34 7b 0 .

Prior Year Current Yearin 8 Contributions and grants (Part VIII, line 1h) _ _ _ 1 , 5 7 9 , 3 0 1 . 7 2 2 , 8 5 9 .

E 9 Program service revenue (PartVl||, |ine2g) E , 41,217,207. 45,895,949.

E 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) 1 3 , 9 2 8 . - 1 _. 2 5 5 .1 1 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) _ 2 5 8J 9 2 7 . 5 7 , 5 5 4 .12 Total revenue - add lines 8 through 11 (must equal Part VIII, column (A), line 12) 4 3 , 0 7 9 , 3 5 3 . 4 5 , 5 8 5 , 2 0 5 .13 Grants and similar amounts paid (Part IX, column (A), lines 1-3)

3 (Part IX, column (A), line 4) _3 1 _ mployee benets (Part IX, column (A), lines 5-10) 3 1 , 1 5 9 , 47 4 . 3 7 , 0 1 0 , 9 5 5 .

E 1 a rofessional fundraising f art IX, column (A), line He) _ | A ._ 13 3 otamragng ezme ' IX, column (D), line 25) D 6. 3"?" . "C;~ r -1 er : ""-'5.'~'3".-

1 therexpenses(Part IX, n(A),lines11a-11d,11f-24f) 16,093,783. 14,663,133.1 . (mustequalPartlX,column(A),line25) _ 47,263,257. 51,674,099.

_1 Re c Siiht ctIine18fromIine12 4,183,894. 4,988,893.

3% Beginning of Year End of Year':;,'5% 20 Total assets (Part X, line 16) , _ _ _ 3 1 , 1 59 , 717 .{'32 21 Total liabilities (Part X, line 26) _ 1 5 , 4 4 3 , 5 7 9 .Q3:2.3 22 Net assets or fund balances Subtract line 21 from line 20 1 4 , 7 1 1 , 0 3 3 . 0 .I-Part ll [Signature Block

Under penalties of perjury, I declare that I have examined this retum, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct,and complete Declaration of prepar (other than olcer) is based on all information of which preparer has any knowledge

\

Sign E < 0p I^Dafe

} Signatureofoflicerg "JACK E. T BIAS. VP OF FINANCEType or print riamgland title

Paid Preparer's @V|/Lo-~Jk_ I Cf/1 Date Egffk 'f F".-..;i:"'a'..?'i.'3.1-tI,"'.1..iIV'"*signature TRo E. MARINE, CPA 07/07/10 employed > El P00187863

Use Only Y'5 "5"''F"V- 1 1 5 SOUTH 8 4TH STREET , SUITE 4 0 Ozu=+4' MILWAUKEE, WI 53214 Plioneno. > (414)777-5500

May the IRS discuss this return with the preparer shown above? (see instructions) :1 Yes [:1 No832001 12-18-08 LHA For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions. Form 990 (2008)

Preparer's . D

F'""''"' BAKER TILLY VIRCHOW KRAUSE, LLP EIN > 390859910 G>

4e Total program service expenses F S

832002

, Form 93.0 (2008) GOOD SHEPHERD LUTHERAN HOME OF THE WEST 9 4 1 3 3 7 6 3 7 Page 2|T3artl|l~| Statement of Program Service Accomplishments (see instructions)

1 Briey describe the organization's mission:TO ENHANCE THE LIVES OF PEOPLE WITH INTELLECTUAL AND DEVELOPMENTALDISABILITIES THROUGH SERVICES THAT SHARES THE GOOD NEWS OF JESUSCHRI ST .

2 Did the organization undertake any signicant program services dunng the year which were not listed onthe pnor Form 990 or 990EZ? _ _ |:|ves DE] noIf Yes. descnbe these new services on Schedule 0.

3 Did the organization cease conducting, or make signicant changes in how it conducts, any program services? [i_lYes I: NoIf 'Yes'. describe these changes on Schedule 0.

4 Descnbe the exempt purpose achievements for each of the organization's three largest program services by expenses.Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants andallocations to others. the total expenses. and revenue, if any. for each program service reported.

4a (Code )(Expenses$4l , 553 , 739 . including grants of$ )(Revenue$ 45 , 951 , 212 . )WE PROVIDE RESIDENTIAL SUPPORT TO 7 2 5 INDIVIDUALS , INHOME SUPPORTS TO1 6 9 INDIVIDUALS AND EMPLOYMENT OR OTHER DAY SERVICES TO 3 5 INDIVIDUALS .THESE NUMBERS REFLECT UNDUPLICATED SERVICES . IN MANY CASES . MULTIPLECOMBINATIONS OF THESE SERVICES HAVE BEEN PROVIDED . THROUGH OUR PARENTORGANI ZATION , BETHESDA LUTHERAN HOMES AND SERVICES . WE ALSO PARTNERWITH INTERNATIONAL PROGRAMS TO PROVIDE RESIDENTIAL SERVICES ANDDISABILITY CONSULTATION IN ROMANIA , LATVIA , WESTERN RUSSIA , KAZAKHSTAN ,TANZANIA , KENYA AND THE DOMINICAN REPUBLIC .

4b (Code ) (Expenses $ including grants of $ ) (Revenue $ )

4c (Code: ) (Expenses 35 including grants of S )(Revenue $ )

4d Other program services. (Descnbe in Schedule 0.)(Expenses $ including grants of $ ) (Revenue $ )

4: 14 6 5 3 , 7 3 9 . (Mustgqual Part IXJJHB 25, column (3).)Form 990 (2008)

12-15-05

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Form 9510 (2008) GOOD SHEPHERD LUTHERAN HOME OF THE WEST 9 4 - 1 3 3 '7 6 3 7 Page 3I Part IV zhecklist of Required Schedules

Yes No

1 ls-the organization descnbed in section 501(c)(3) or 494'i(a)(1) (other than a private foundation)?If Yes, complete Schedule A _ _ 1 X

2 Is the organization required to complete Schedule B, Schedule of Contnbutors? 2 X3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for

public office? If Yes, complete Schedule C, Partl 3 X4 Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If Yes, complete Schedule C, Part ll 4 X5 Section 501(c)(4), 501(c)(5), and 501(c)(6) organizations. Is the organization subject to the section 6033(e) notice and

reporting requirement and proxy tax? If Yes, complete Schedule C, Part lll _ _ 56 Did the organization maintain any donor advised funds or any accounts where donors have the right to provide advice

on the distnbution or investment of amounts in such funds or accounts? lf Yes, ' complete Schedule D, Partl 6 X7 Did the organization receive or hold a conservation easement, including easements to preserve open space,

the environment, historic land areas, or historic structures? If Yes, ' complete Schedule D, Part ll _ 7 X8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If Yes, ' complete

Schedule D, Part lll . . - 8 X9 Did the organization report an amount in Part X, ne 21; serve as a custodian for amounts not listed in Part X; or provide

credit counseling, debt management, credit repair, or debt negotiation services? If Yes, complete Schedule D, Part IV 9 X10 Did the organization hold assets in term, permanent, or quasi-endowments? If Ya, complete Schedule D, Part V 10 X11 Did the organization report an amount in Part X, lines 10, 12, 13, 15, or 25?

ll Yes, complete Schedule D, Parts VI, VII, VIII, IX, or X as amlicable , , _ _ _ _ , _ _ 11 X12 Did the organization receive an audited nancial statement for the year for which it is completing this return that was

prepared in accordance with GAAP? If Yes, complete Schedule D, Parts Xl, Xll, and Xlll _ 12 X13 Is the organization a school as descnbed in section 170(b)(1)(A)i)? ll Yes, complete Schedule E H 13 X14a Did the organization maintain an ofce, employees, or agents outside of the US? _ 14a X

13 Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business,and program service activities outside the U.S ? If Yes, complete Schedule F, Partl _ __ 14b X

15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entitylocated outside the United States? If Yes, complete Schedule F, Part ll _ _ 15 X

16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individualslocated outside the United States? If Yes, complete Schedule F, Part Ill 16 X

17 Did the organization report more than $15,000 on Part IX, column (A), line He? If Yes, ' complete Schedule G, Partl _ 17 X18 Did the organization report more than $15,000 total on Part VIII, lines 1c and Ba? If Yes, " complete Schedule G, Part II 18 X19 Did the organization report more than $15,000 on Part VIII, line 9a? If Yes, complete Schedule G, Part lll _ _ 19 X20 Did the organization operate one or more hospitals? If Yes, complete Schedule H _ ,_ _ _ , , 20 X21 Did the organization report more than $5,000 on Part IX, column (A), line 1? If Yes, complete Schedule l, Parts land ll 21 X22 Did the organization report more than $5,000 on Part IX, column (A), line 2? If Yes, complete Schedule I, Parts I and Ill 22 X23 Did the organization answer 'Yes to Part VII, Section A, questions 3, 4. or 5? If Yes, ' complete Schedule J , , 23 X24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the

last day of the year, that was issued after December 31, 2002? If Yes, arswer questions 24b24d and complete Schedule K.If No, go to question 25 _ _ _ _ _ _ , , , H _ H 24a X

b Did the organization invest any proceeds of taxexempt bonds beyond a temporary penod exception? 24bc Did the organization maintain an escrow account other than a refunding escrow at any time dunng the year to defease

any tax-exempt bonds? _ _ _ _ _ _ _ 24cd Did the organization act as an on behalf of issuer for bonds outstanding at any time dunng the year? _ 24d

25a Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benet transaction with adisqualied person during the year? If Yes, complete Schedule L, Partl , 25a X

b Did the organization become aware that it had engaged in an excess benefit transaction with a disqualied person from apnor year? ll Yes, ' complete Schedule L, Partl , _ _ P1 25b X

26 Was a loan to or by a current or former ofcer, director, trustee, key employee, highly compensated employee, or disqualiedperson outstanding as of the end of the organizations tax year? If Yes, complete Schedule L, Part ll _ 26 X

27 Did the organization provide a grant or other assistance to an otcer, director. trustee, key employee, or substantialcontributor, or to a person related to such an individual? If Yes, complete Schedule L, Part Ill 27 X

Form 990 (2008)

83200312- 18-08

l

. Form 900 (2008) GOOD SHEPHERD LUTHERAN HOME OF THE WEST 9 4 1 3 3 7 6 3 7 Page 4[ Part _IV [Checklist of Required Schedules (Continued)

Yes No

28 Ddnng the tax year, did any person who is a current or former officer, director, trustee, or key employee:a Have a direct business relationship with the organization (other than as an officer, director, trustee, or employee), or an

indirect business relationship through ownership of more than 35% in another entity Gndividually or collectively with other , __ _ _ _ __person(s) listed in Part VII, Section A)? If Yes, complete Schedule L, Part IV __ _ 28a X

b Have a family member who had a direct or indirect business relationship with the organization?If Ya, complete Schedule L, Part IV _ _ _ , _ 281) X

c Serve as an officer, director. tnistee, key employee, partner, or member of an entity (or a shareholder of a professionalcorporation) doing business with the organization? If Yes, complete Schedule L, Part IV _ _ 28c X

29 Did the organization receive more than $25,000 in noncash contnbutions? If Yes, ' complete Schedule M _ 29 X30 Did the organization receive contributions of art. historical treasures, or other similar assets, or qualied conservation

contributions? If Yes, complete Schedule M _ _ _ 30 X31 Did the organization liquidate, terminate, or dissolve and cease operations?

If Yes, complete Schedule N, Partl _ _ 31 X32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If Yes, " complete

Schedule N, Part ll 32 XDid the organization own 100% of an entity disregarded as separate from the organization under Regulationssections 301 .7701-2 and 301.7701-3? If Yes, complete Schedule H, Part I 33 Xwas the organization related to any tax-exempt or taxable entity?If Yes, ' complete Schedule Fl, Parts ll, lll, ll/, and V, line 1 _ # _ _ _ _ __ 34 Xis any related organization a controlled entity within the meaning of section 512(b)(13)?If Yes, ' complete Schedule H, Part V, line 2 _ _ _ 35 XSection 501(c)(3) organizations. Did the organization make any transfers to an exempt non-chantable related organization?If Yes, complete Schedule H, Part V, line 2 _ _ _ _ , _ _ _ _ 36 X

37 Did the organization conduct more than 5% of its activities through an entity that is not a related organizationand that is treated as a partnership for federal income tax purposes? If Yes, complete Schedule Fl, Part VI 37 X

Form 990 (2008)

63200412- 18-08

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Form 9530 (2003) GOOD SHEPHERD LUTHERAN HOME OF THE WEST 9 I; 1 3 3 7 6 3 7 Page 5[Part V| Statements Regarding Other IRS Filings and Tax Compliance

I Yes No1a Enter the number reported in Box 3 of Fonn 1096, Amual Summary and Transmittal of

U.S. Information Returns. Enter 0- if not applicable _ 1 a l 3 9b Enter the number of Forms W-2G included in line la Enter -0- if not applicable 1b '-c Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming 3

(gambling) winnings to prize winners? 1c X2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements, ,

filed for the calendar year ending with or within the year covered by this return _ 2a 1 5 8 0 __' , _ _ _ 1 ._ _b If at least one is reported on line 2a, did the organization le all required federal employment tax returns? 2b X

Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file this return (see instructions) , - _ ,3a Did the organization have unrelated business gross income of $1,000 or more during the year covered by this return? 3a X

b If 'Yes,' has it led a Form 990-T for this year? If "No, ' provide an explanation in Schedule 0 3b4a At any time dunng the calendar year, did the organization have an interest in, or a signature or other authonty over, a

nancial account in a foreign country (such as a bank account, securities account, or other nancial account)? 4a Xb If Yes, enter the name of the foreign country: V x ; 1

See the instmctions for exceptions and ling requirements for Form TD F 90-22.1, Report of Foreign Bank and --5 9~Financial Accounts _ _ L._

5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? 5a Xb Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? _ _ _ 5b Xc If Yes, to question 5a or 5b, did the organization file Fonn 8886-T, Dsclosure by Tax-Exempt Entity Regarding Prohibited

Tax Shelter Transaction? _ , _ , , 5c6a Did the organization solicit any contributions that were not tax deductible? 6a X

b If Yes, did the organization include with every solicitation an express statement that such contributions or giftswere not tax deductible? 6b

7 Organizations that may receive deductible contributions under section 17D(c). N _a Did the organization provide goods or services in exchange for any quid pro quo contribution of more than $75? Ta Xb If Yes, did the organization notify the donor of the value of the goods or services provided? 7bc Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required

to le Fonn 8282? 7c X

d If Yes, indicate the number of Forms 8282 led during the year I 7d I ' ~ " ,e Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal L- _ i,_ ,

benet contract? _ _ _ _ _ , , 7e XDid the organization, during the year, pay premiums, directly or indirectly, on a personal benet contract? If X

g For all contnbutions of qualified intellectual property, did the organization file Form 8899 as required? 7gh For contributions of cars. boats, airplanes, and other vehicles, did the organization le a Form 1098-C as required? 7h

8 Section 501(c)(3) and other sponsoring organizations maintaining donor advised funds and section 509(a)(3) S 1 .supporting organizations. Did the supporting organization, or a fund maintained by a sponsonng organization, have "5" 'excess business holdings at any time during the year?_ _ _ _. _ _ _ _ 8

9 Section 501(c)(3) and other sponsoring organizations maintaining donor advised funds. g _a Did the organization make any taxable distributions under section 4966? 9ab Did the organization make a distribution to a donor, donor advisor, or related person? 9b

10 Section 501(c)(7) organizations. Enter N/A .*-, = * 3, _a Initiation fees and capital contnbutions included on Part VIII, line 12 10a 1 rb Gross receipts, included on Fonn 990, Part VIII, line 12, for public use of club facilities 10b '

11 Section 501(c)( 12) organizations. Enter: N/A 'a Gross income from members or shareholders , H _ 11ab Gross income from other sources (Do not net amounts due or paid to other sources against

amounts due or received from them ) 1 1b12a Section 4947(a)(1) non-exempt charitable trusts. Is the organization ling Form 990 in lieu of Form 1041? E

b If Yes, enter the amount of tax-exempt interest received or accnied dunng the year N/A I 12b I . J ' ' ~Form 990 (2008)

83200512-18-OB

I Form 9S0 (2008) GOOD SHEPHERD LUTHERAN HOME OF THE WEST 94: l 3 3 7 5 3 7 Page 6' | ParttVl_v| Governance, Management, and Disclosure (Sections A, B, and C request information about policies not required by the

lntmal Revenue Code.)

Section A. Governing Body and ManagementYes No

For each Yes response to lines 2- 7b below, and fora "No" response to lines 8 or 9b below, descnbe the circumstances, 3 __ W; J _.N _'._'Hprocesses, or changes in Schedule 0 See instructions .1, P i_

1a Enter the number of voting members of the governing body _ 1a 1 5 7 35 pab Enter the number of voting members that are independent _ 1b 1 6 ' '

2 Did any ofcer, director, trustee, or key employee have a family relationship or a business relationship with any other _ 3officer, director, trustee, or key employee? _ . _ 2 X

3 Did the organization delegate control over management duties customanly performed by or under the direct supervisionof officers, directors or trustees, or key employees to a management company or other person? 3 X

4 Did the organization make any signicant changes to its organizational documents since the pnor Form 990 was filed? 4 X5 Did the organization become aware during the year of a material diversion of the organization's assets? 5 X6 Does the organization have members or stockholders? 6 X7a Does the organization have members, stockholders, or other persons who may elect one or more members of the

governing body? _ _ 7a Xb Are any decisions of the governing body subject to approval by members, stockholders, or other persons? 7b X

8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year , ,' , Hby the following: J _U __'_ _J ___ -*

a The goveming body? _ _ _ _ _ , , _ __ __ _ __ ,_ ,, 8a Xb Each committee with authority to act on behalf of the governing body? , . 8b X

9a Does the organization have local chapters, branches. or affiliates? , , _ _ _ 9a Xb If 'Yes,' does the organization have written policies and procedures governing the activities of such chapters. afliates,

and branches to ensure their operations are consistent with those of the organization? _ _, _ 9b10 Was a copy of the Form 990 provided to the organization's goveming body before it was filed? All organizations must

descnbe in Schedule 0 the process, if any, the organization uses to review the Form 990 _ _ 10 X11 Is there any officer, director or trustee, or key employee listed in Part Vll, Section A, who cannot be reached at the

organization's mailing address? If Yes, ' provide the names and addresses in Schedule 0 11 XSection B. Policies

Yes No

12a Does the organization have a written conflict of interest policy? If No. ' go to line 13 _ _ Ag Xb Are ofcers. directors or tmstees, and key employees required to disclose annually interests that could give nse

to conflicts? _ _ 12b Xc Does the organization regularly and consistently monitor and enforce compliance with the policy? If Yes, ' describe

in Schedule 0 how this is done , _ ,, . .. .. . . 12c X13 Does the organization have a written whistleblower policy? _ _ _ _ _ , 13 X14 Does the organization have a written document retention and destruction policy? __ , , 14 k X15 Did the process for determining compensation of the following persons include a review and approval by independent . It ._ fl. , - i[ 3"

persons, comparability data, and contemporaneous substantiation of the deliberation and decision: -. 1 j _ @8[ .;'_ 7a The organization's CEO, Executive Director, or top management ofcial? _ , _ _ 15a Xb Other officers or key employees of the organization? _ _ _ _ _ _ _ 15b I X

Descnbe the process in Schedule 0. (see instructions) L_;_, .3.16a Did the organization invest in, oontnbute assets to, or participate in ajoint venture or similar arrangement with a 0b " _ , '

taxable entity dunng the year? _ _ _ , _ 16a Xb If 'Yes,' has the organization adopted a written policy or procedure requiring the organization to evaluate its participation 5 _ '

in joint venture arrangements under applicable federal tax law, and taken steps to safeguard the organization's , . ~ '1' ., _:exempt status with respect to such arrangements? 16b

Section C. Disclosure

17 List the states with which a copy of this Fon'n 990 is required to be led PCA , OR18 Section 6104 requires an organization to make its Forms 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for

public inspection Indicate how you make these available. Check all that apply.[:1 Own website :1 Another's website IE Upon request

19 Descnbe in Schedule 0 whether (and if so, how), the organization makes its goveming documents, conflict of interest policy, and nancialstatements available to the public

20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization: 5JACK TOBIAS 920-206-4403600 HOFFMANN DRIVE. WATERTOWN. WI 5309g_

i3?$3,,, Form 990 (2003)

Fmmmgmm GOOD SHEPHERD LUTHERAN HOME OF THE WEST 941337637 Pqe7|Part_VIl| Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated

Employees, and Independent ContractorsSection A. Ofcers, Directors. Trustees, Key Employees. and Highest Compensated Employees1a Complete this table for all persons required to be listed. Use Schedule J-2 if additional space IS needed.

0 List all of the organization's current ofcers, directors, trustees (whether individuals or organizations), regardless of amount of compensation,and current key employees. Enter 0- in columns (D), (E), and (F) if no compensation was paid.

0 List the organization's ve current highest compensated employees (other than an ofcer, director, trustee, or key employee) who receivedreportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any relatedorganizations.

0 List all of the organization's former ofcers, key employees, and highest compensated employees who received more than $100,000 ofreportable compensation from the organization and any related organizations.

0 LJst all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of the organization,more than $10,000 of reportable compensation from the organization and any related organizations.List persons in the following order: individual trustees or directors, institutional trustees; officers; key employees; highest compensated employees;and former such persons.IE Check this box if the organization did not compensate an officer, director, trustee, or key employee

(N (W (0 m) E) (HName and Title Average Position Reportable Reportable Estimated

hours (check all that apply) compensation compensation amount ofper 5 from from related other

week E the organizations compensationg E organization (W-2/1099-MISC) from the- _ 3 E (W-2/1099-MISC) organizationg E .5: E3 and related

E g E, :1 E organizations

ED LEFEVRECHAIRMAN 1 . 00 X X 0 . 0 . 0ROBERT ULMERDIRECTOR 1.00 X 0. O. 0.HELEN MAYERSECRETARY 1.00 X X 0. 0 0WILLIAM NIKSCHDIRECTOR 1.00 X 0. 0. 0REV. THOMAS AHLERSMEYERDIRECTOR 1.00 X 0 0. 0.REV. ALAN BACHERTDIRECTOR 1.00 X 0 O. 0.DONALD BODENDIRECTOR 1.00 X 0. 0. 0.ROGER BURTNERDIRECTOR 1.00 X 0. 0. 0.F . PAUL CARLS ONDIRECTOR 1.00 X 0. O. 0.DAVID COOKDIRECTOR 1.00 X 0. 0. 0.DANIEL NEUMANNTREASURER 1 . 0 0 X X 0 . 0 . O .ARVID SCHWARTZVICE CHAIRMAN 1.00 X X 0. 0. 0DAVID THOMASDIRECTOR 1 . 00 X 0 . O 0 .DARRYL WINSTONDIRECTOR 1.00 X 0. 0. 0.ROGER H . WOLFFDIRECTOR 1 . 00 X 0 0 . 0REV. WALTER TIETJENDIRECTOR 1.00 X 0. 0. 0.DR . JOHN BAUER

PRESIDENT & CEO _g0.00 X 0. 232.395. 30.910.332007 12-15-O8 Form 990 (2008)

Fmm$mQmE) GOOD SHEPHERD LUTHERAN HOME OF THE WEST 94l337637 P@e8

|E.3'1~.V"I Section A. Ofcers, Directors, Tri. stees. Key Employees, and Highest Compensated Employeesjcontinued)M) (W W) (D) E) (H

Name and title Average Position Reportable Reportable Estimatedhours (check all that apply) compensation compensation amount of

per :3 from from related otherweek g u the organizations compensation

E 5: organization (W-2/1099-MISC) from the., ',-E (W-2/1099-MISC) organization.-= E =1 E

E g _ 3 and relatedE E E EE organizationsE E s 5Olcei Former

JOHN TWARDOSVP OF OPERATIONS 40.00 X 0. 176,334. 20,214.JACK TOBIASVP OF FINANCE 40.00 X 0. 217,134. 90,005.JEFFREY KACZMARSKIVP OF LEGAL AFFAIRS 40.00 X 0. 180,752. 37,926.JOHN NICKELSVP OF DEVELOPMENT 40.00 X 0. 133,125. 30,118.JAMES WESLEYVP OF HUMAN RESOURCES 40.00 0. 202,328. 7,013.DEBBORAH ZUBKEDIVISION OPERATING OFFIC 40.00BRIAN TENNANTVP OF INFORMATION TECHNO 40.00DAVID MORSTADVP OF COMMUNICATIONS 40.00KELLY THRANDIVISION OPERATING OFFIC 40.00

0. 140.069. 46.757.

137.150. 21.348.

0. 118.854. 40,939.

M#4N>4N

o

0. 113,440. 7,509.

1bTmm F 0 1,651,581. 332,739.Total number of individuals (including those in 1a) who received more than $100,000 in reportablecompensation from the organization } 0

Yes No

3 Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on ~ . :3 ; .;line 1a? lf Ya, ' complete Schedule J for such individual _ 3 X

4 For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization - ' " S1,; ,_ i "and related organizations greater than $150,000? If Yes, ' complete Schedule J for such individual 4 X

5 Did any person listed on line 1a receive or accrue compensation from any unrelated organization for services rendered to 4'. __ '3 M _ ' "0the organization? If Yes, ' complete Schedule J for such person 5 X

Section B. Independent Contractors1 Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from

the organization.

M: n

BName and business address DE.'5ClIp'(lO(I'l c))f services Comp(eEi,sation

FOLEY & LARDNER LLP, 777 E. WISCONSINAVEL, MILWAUKEE, WI 53202-5306 LEGAL FEES 578,458.J. YORK & DAUGHTERS CONSTRUCTIONP.0. BOX 5936, BEAVERTON, OR 97006 CONSTRUCTION 276.775.LEROY SANDOVAL

17394_AVE 128, PORTERVILLE, CA 93257 CONSTRUCTION 236,957.SHATTLES ENTERPRISES, INC., 16695 MAPLESTREET, FOUNTAIN VALLEY, CA 92708 CONSTRUCTION 202,969.A BATH BY DESIGN

2411 FEDERAL BLVD., DENVER, CO 80211 CONSTRUCTION 174.175.2 Total number of independent contractors ncluding those in 1) who received more than $100,000 in compensation -"- 1 E

from the organization D 1 0 IForrn 990 (2008)

332008 12- 18-08

\

Form 990 (2008) GOOD SHEPHERD LUTHERAN HOME OF THE WEST 9 4 - 1 3 3 7 5 3 7 Page 9" | Part Vlll I Statement of Revenue

- d 9 I (A) (B) (C) Re9e)r)1ue, ~ Total revenue Related or Unrelated excluded from

I ~ exempt function business tax underA, . I _ _ .' T revenue revenue S<1?}3I<'3g.'r=

-2.2 1 a Federated campaigns 1a H W F L H 9 .gg b Membership dues 1b 1.,,-E c Fundraising events 1cE25 d Related organizations 1d _ _| ; , '.g e Government grants (contributions) 1e * L ' I _ p I, " 3; . E.-.-.9; f All other contributions. gifts, grants, and ' '1 _' d_-35 similar amounts not included above 1f 7 2 2 , 8 5 9 . I gm _ > E.E: g Noncash contributions included in lines 1a-1f $ 1 7 6 0 O 0 . _ g I _ _ . ____ F 1 F \o i: S--490 I1 Tii.Addiines1a-1r r 722,859.

Business Code _ _ _ __ _ _ _ - , ,,

3 2a MEDICAID PAYMENTS 623990 37039263. 37039263.

E3 b FEES AND CONTRACTS FRO 623990 5,456,231.6.456.23l.mg c PRIVATE CLIENT CARE RE 523990 2,400,-155.2,400,455.E E d3" e- f All other program service revenue _

g Total. Add lines 2a-2f y _4 5 8 9 5 9 {L9 .3 Investment income Gncluding dividends, interest. and

other similar amounts) _ , _ D 3 , 39 5 . 3 , 39 5 .4 Income from investment of tax-exempt bond proceeds F5 Royalties P

(i) Real GE) Personal _6a GrossRents 2,391. __ g

b Less: rental expenses - . _ b 'c Rental income or (loss) 2 , 3 9 1 . _ ; _ __ _' _ L _ __-_ __ __,,__d Net rental income or (loss) F 2 , 3 9 1 . , 3 9 1 .

7 a Gross amount from sales of (l) Securities GE) Other " . , l Lassets other than inventory 2 5 5 , 3 5 8 . 3 T _

b Less: cost or other basis "-and sales expenses 5 6 8 . 2 6 0 , 4 41 . 5., ;' H

c Gainor(|oss) -558. -4,083.. _ __ __ , - 1 .,,'1_.d Netgainor(|oss) F -4,551. -4,651.

o 8 a Gross income from fundraising events (not - _ '- X J 3; 4 _ 5 ' 9" 5 I.

53 including $ _________ of I: . \ @|Q w I I 3' J!

E contnbutions reported on line 1c). See ' @V PX T SP '3 Part IV, line 18 a -. J _. Y

g b Less: direct expenses b _c Net income or (loss) from fundraising events h

9 a Gross income from gaming activities. SeePart IV, ne 19 a

b Less direct expenses b Ic Net income or (loss) from gaming activities D

10 a Gross sales of inventory, less returnsand allowances __ a

b Less: cost of goods sold _ b Bc Net income or (loss) from sales of inventory )

Miscellaneous Revenue Business Code . . ' - 1- ,11a MISCELLANEOUS 900099 65.263. 65,263.

bcd All other revenuee Total.Add lines 11a-11d > 65 , 263 .

12 TotalRevenue.Addiines1h,2g,3,4,5_aa,7d,ac_9c_1oc,and11e P 45585206. 45951212. 0. 1,135.833.o Form 990 (2003)

Form 990 (2008)' | Part IX | Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns.All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).

GOOD SHEPHERD LUTHERAN HOME OF THE WEST 94l337637 Page10

D mt include am""t5 reported " lines 6b Total e(genses Progra(n5,service Managg';n)ent and FUnC1Pa)ISIng7b: 3b: 9b: 3' Ob f Part V'- expenses general expenses expenses2--~ *' is

1 Grants and other assistance to governments and L . - 2 _ .=.. ,- ,organizations in the U.S. See Part IV, line 21 I 5 1

2 Grants and other assistance to individuals in H , 3the u.s. See Part IV, line 22 _ '

3 Grants and other assistance to governments, , horganizations. and individuals outside the U S. ,See Part IV, lines 15 and 16 "

4 Benefits paid to or for members5 Compensation of current ofcers. directors.

tmstees. and key employees6 Compensation not included above, to disqualified

persons (as defined under section 4958(f)(1)) andpersons described in section 4958(c)(3)(B)

7 Othersalariesandwages _ _ _ 30,094,595. 24,855,599. 5,228,995.8 Pension plan contributions (include section 401(k)

and section 403(b) employer contributions) 2 94 1 5 2 . 1 3 , 1 2 5 . 1 5 , 0 2 7 .9 Otheremployeebenets_ 4,490,153. 3,533,059. 857,104.

10 Payrolltaxes _ 2,397,055. 1,953,253. 433,303.11 Fees for services (nonemployees)

a Managementb Legal 1,340,855. 1,340,355.c Accounting 94,532. 94,532.d Lobbying _ _e Professional fundraising services. See Part iv, line 17f Investment management feesgOther_ _ 2,229,061. 2,172,339. 56,722.

12 Advertising and promotion13 Officeexpenses 998,500. 515,820. 381,780.14 Inforrnationtechnology 155,584. 137,022. 18,552.15 Floyalties16 Occupancy 2,180,281. 1,830,795. 349,486.17 Travel __ 1,117,857. 821,333. 296,524.18 Payments of travel or entertainment expenses

for any federal, state, or local public ofcials19 Conferences, conventions, and meetings 1 0 2 , 5 1 4 . 1 3 , 5 4 5 . 8 8 , 9 5 9 .20 interest __ _21 Payments to afliates22 Depreciation, depletion, and amortization 2 , 45 3 , 3 5 0 . 2 , 1 5 3 , 3 9 9 . 2 9 9 , 9 5 1 .23 Insurance , 501,021. 427,575. 73,445.24 Other expenses. itemize expenses not covered . " ' , ' ' ' ' A ~-. .~.- "- I

above. (Expenses grouped together and labeled 'miscellaneous may not exceed 5% of total , _ , _ I _. _ _ , =,expenses shown on line 25 below.) - 3'-~ - '- ;c .

a DIETARY SUPPLIES 1,339,766. 1,320,012. 19,754.b FACILITY SUPPLIES & MIN 634,171. 547,342. 86,829.c MEDICAID ASSESSMENT FEE 519,961. 519,961.d LICENSES/MEMBERSHIPS 290,592. 240,266. 50,326.e REPAIRS 216,992. 190,123. 26,869.f Allotherexpenses 477,885. 178,170. 299,715.

25 Totalfunctionalexpenses.Addlines1thr0ugh24f 51,674,099. 41,653,739. 10,020,360. 0.26 Joint Costs Check here > El ii following

SOP 98-2. Complete this line only if the organizationreported in column (8) joint costs from a combinededucational campaign and fundraising solicitation

eezoio 12-18-O8 Form 990 (2008)

1

_ Form 950 (2003) GOOD SHEPHERD LUTHERAN HOME OF THE WEST 9 45 1 3 3 7 6 3 7 Page 11[ Part X ,| Balance sheet

(A) l )Beginning of year End of year

1 Cash - non-interest-bearing 1 , 0 3 6 , 3 4 1 . 12 Savings and temporary cash investments 3 2 4 L 9 8 5 . 23 Pledges and grants receivable, net 34 Accounts receivable. net , 5 , 9 5 4 , 5 4 3 . 45 Receivables from current and former ofcers, directors, trustees, key

employees, or other related parties. Complete Part II of Schedule L 56 Receivables from other disqualified persons (as defined under section A - ' 7 5 -

4958(f)(1)) and persons described in section 4958(c)(3)(B) Complete - p ,_ _Part II of Schedule L 6

:3 7 Notes and loans receivable, net 78 lnventones for sale or use 8

< 9 Prepaid expenses and deferred charges 3 7 9 , 4 4 7 . 9103 Land, buildings, and equipment cost basis 10a ' ' "

b Less. accumulated depreciation. Complete i; 1. '_ , :,PartV|ofScheduleD _ 10b 18,653,869. 10c

11 Investments - publicly traded securities 5 6 8 . 1112 Investments - other secunties See Part IV, line 11 1213 lnvestments - program-related. See Part IV, line 11 1314 Intangible assets 1415 Other assets See Part IV, line 11 4 , 749 , 3 64 . 15 0 .16 Total assets. Add lines 1 through 15 (must equal line 34) 3 1 , 1 5 9 , 7 1 7 . 16 0 .17 Accounts payable and accrued expenses 1 5 _. 0 3 5 , 5 9 4 . 1718 Grants payable 1819 Deferred revenue 1920 Taxexempt bond liabilities _ 20

3 21 Escrow account liability Complete Part IV of Schedule D _ _ 21 _E 22 Payables to current and former officers, directors, trustees, key employees, ' 4 ,. v 4 - ,,_ r ' Z, _E highest compensated employees, and disqualified persons Complete Part ll " 7 _ ,7 :7 ,- of Schedule L _ 22

23 Secured mortgages and notes payable to unrelated third parties 1 2 , 2 2 0 . 2324 Unsecured notes and loans payable 2425 Other liabilities Complete Part x of Schedule D 4 0 0 , 7 6 5 . 25 0 .26 Total liabilities. Add lines 17 through 25 1 6 , 448 , 6 7 9 . 26 0 .

Organizations that follow SFAS 117, check here P E] and complete I I 2*3 lines 27 through 29, and lines 33 and 34. _ 1'. - - . _". _ , -' ', '

27 Unrestricted net assets 1 1 , 3 6 2 , 5 5 4 . 27 0 .E 28 Temporarily restricted net assets 9 5 2 , 1 5 8 . 28 0 .E 29 Permanently restncted net assets _ _ _ 1 , 8 8 6 , 3 1 6 . 29E 0 .If Organizations that do not follow SFAS 117, check here P I: and V " .' ~ _3 complete lines 30 through 34. as " J

30 Capital stock or tmst pnncipal, or current funds _ 30

3 31 Paid-in or capital surplus, or land, building, or equipment fund 311,, 32 Retained eamlngs, endowment, accumulated income, or other funds 32Z 33 Total net assets or fund balances 1 4 , 7 1 1 , 0 3 8 . 33 0 .

34 Total liabilities and net assets/fund balances 3 1 , 1 5 9 , 7 17 . 34 0 .[Part Xlil Financial Statements and Reporting

Yes No

1 Accounting method used to prepare the Form 990: I: Cash El Accrual El Other2a Were the organization's nancial statements compiled or reviewed by an independent accountant? 2a X

b Were the organization's nancial statements audited by an independent accountant? _ __ _ 2b Xc If Yes to nes 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit,

review, or compilation of its nancial statements and selection of an independent accountant? _ _ __ , , 2c X3a As a result of a federal award. was the organization required to undergo an audit or audits as set forth in the Single Audit

Act and OMB Circular A-133? _ 3a Xb If 'Yes,' did the organization undergo the required audit or audits? 3b

832011 12-18-08 Fonn 990 (2008)

SCHEDULE A Public Charity Status and Public Support B8

(Form 990 or 990-EZ) To be completed by all section 501(c)(3) organizations and section 4947(a)(1) 03Department or the Treasury nonexempt charitable trusts _ _ ,_ Open to Publicmama, Revenue savice D Attach to Form 990 or Form 990-EZ. D See separate instructions. = Inspection

Name of the organization Employer identicationnumberGOOD SHEPHERD LUTHERAN HOME OF THE WEST 94-1337537

I Part I P+ Reason for Public Charity Status (All organizations must complete this part.) (see instructions)The organization is not a private foundation because it is: (Please check only one organization.)

1 El A church, convention of churches, or association of churches descnbed in section 170(b)(1)(A)(i).2 E] A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)3 E A hospital or a cooperative hospital service organization described In section 170(b)(1)(A)(iii). (Attach Schedule H.)4 I: A medical research organization operated In conjunction with a hospital descnbed in section 170(b)(1)(A)(iii). Enter the hospital's name,

city, and stateAn organization operated for the benefit of a college or university owned or operated by a governmental unit descnbed insection 170(b)(1)(A)(iv). (Complete Part I!)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).An organization that normally receives a substantial part of its support from a govemmental unit or from the general public described insection 170(b)(1)(A)(vi). (Complete Part II.)A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts fromactivities related to its exempt functions - subiect to certain exceptions, and (2) no more than 33 1/3% of its support from gross investmentincome and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975.See section 509(a)(2). (Complete the Part III.)An organization organized and operated exclusively to test for public safety. See section 509(a)(4). (see instructions)An organization organized and operated exclusively for the benet of. to perform the functions of, or to carry out the purposes of one ormore publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box thatdescnbes the type of supporting organization and complete lines 11e through 11ha Ci Type I b E} Type II c E] Type III - Functionally integrated d i:i Type III - Other

e i:i By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualied persons other thanfoundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

onemi

1011 DD

f If the organization received a written determination from the IRS that it is a Type I. Type II. or Type Illsupporting organization, check this box __ _ _ _ i:i

g Since August 17. 2006. has the organization accepted any gift or contribution from any of the following persons?(i) A person who directly or indirectly controls, either alone or together with persons described in (ii) and am below,

the governing body of the supported organization?(ii) A family member of a person descnbed in 0) above? _(iii) A 35% controlled entity of a person described in G) or (ii) above?

h Provide the following information about the organizations the organization supports.

- -- (iii) TYPE Of iv Is the or anization v Did you notify the vi Is the --

(0 N?tlri1(:a(f)lfIZ:ilil{l))[r)lDned (H) Em (descr3lTb3d"::![i:t,'|l:l'.l3s H} n c):ol. (i) listgd In your (oiganization in col. E1if)Qgr(flqIi'i1tlg:j ilrrl (V")s:'p0l'r?t ofabove or IRC section governing document? (i) of your support? U_3_-_p(see instructions Yes No Yes No Yes No

Total . . - -. " - E 3 .LHA For Privacy Act and Paperwork Reduztion Act Notice, see the Instructions for Form 990. Schedule A (Form 990 or 990-EZ) 2008

832021 12-17-O8

Schedule A orm 990 orsso-E 2003 GOOD SHEPHERD LUTHERAN HOME OF THE WEST 9 4 - 1 3 3 7 6 3 7 Pae 2

\

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)(Complete only if you checked the box on line 5, 7, or 8 of Pat I )

Section A. Public Support

Calendar year (or fiscal year beginning in)> (a) 2004 (b) 2005 (c) 2006 (dL2007 (e) 2008 (f) Total1 Gifts, grants, contnbutions, and

membership fees received. (Do notInc|Udeany'UnUSUa|grants-') 3061930. 2023049. 1473481. 1579301. 722,859. 8860620.

2 Tax revenues levied for the organ-ization's benefit and either paid toor expended on its behalf

3 The value of services or facilitiesfumished by a governmental unit tothe organization without charge

4 Tota|.Addlines1-3 3061930. 2023049. 1473481. 1579301. 722,859. 8860620.

5 The portion of total contributions 6 Pu J -. 1 . ' . 5- 1- Ps ,

by each person (other than a . - Iii.- _ _ _ ~ I. @governmental unit or publicly '3' ,1,_..~ . . -;'.":=i' _, H _ _:f:.,'., .5 ,1- ' , ' ' "supported organization) included _ i ~_-on line 1 that exceeds 2% of the

amount shown on line 11, , , I 3 '- , , I ' ~ _ Jcolumn) _ " ' ' - . - 1 H 2474130.

6 Public Support. Subtict line 5 from iine 4 ' - 6 3 8 6 4 9 0 .Section B. Total SupportCalendar year (or fiscal year beginning l|'|)> (a) 2004 (b) 2005 (c) 2006 (d) 2007 (e) 2008 (1) Total

7 Amountsfromline4 3061930. 2023049. 1473481. 1579301. 7224859. 8860620.8 Gross income from interest,

dividends, payments received onsecunties loans, rents, royaltiesandincomefromsimilarsources l61_,134. 314,561. 31,752. 25,347. 5,736. 538,580.

9 Net income from unrelated businessactivities, whether or not thebusiness is regularly carned on

10 Other income Do not include gainor loss from the sale of capitalassets(ExplaininPar1|V) 33,054. 727,204. 347,787. 65, 63. 1173308.

11 Totalsuppori.Addiines7ihrough10 - R U "' . - * ' ' " '. 1. " "' 10572508.12 Gross receipts from related activities, etc (see instructions) 12 I 2 0 2 , 5 8 5 , 6 0 5 .13 First ve years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3)

orggnization, check this box and stop here P :1Section C. Computation of Public Support Percentage

14 Public support percentage for 2008 (line 6, column (f) divided by line 11, column (0) 14 6 0 . 4 1 %15 Public support percentage from 2007 Schedule A, Part IV-A, ne 26f 15 6 2 . 1 6 %16a 33 113% support test - 2008. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box and

stop here. The organization qualifies as a publicly supported organization _ _ D [X]b 33 113% support test - 2007. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this box

and stop here. The organization qualies as a publicly supported organization , _ , P :117a 10% -facts-and-circumstances test - 2008. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more,

and if the organization meets the facts-andcircumstances' test, check this box and stop here. Explain in Part IV how the organizationmeets the facts-andcircumstances' test. The organization qualies as a publicly supported organization _ _ _ FE

b 10% facts-and-circumstances test - 2007. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% ormore, and if the organization meets the facts-andcircumstances' test, check this box and stop here. Explain in Part IV how theorganization meets the facts-andcircumstances' test The organization qualies as a publicly supported organization . _ , P 1:]

18 Privagoundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions P 1:Schedule A (Form 990 or 990-EZ) 2008

83202212 -17-O8

Schedule A (Form 990 or 990-EZ) 2008 Page 3L. 0 Support Schedle for Organizations Descri-bed in Section (commete omy if you checked the box on [13 9 of Part HX

Section A. Public Support(a) 2004 (b) 2005 (c) 2006 (d) 2007 (e) 2008 (1') TotalCalendar year (or fiscal year beginning in)>

1 Gifts, grants, contributions, andmembership fees received. (Do notinclude any unusual grants ) _

2 Gross receipts from admissions,merchandise sold or services per-formed. or facilities furnished inany activity that is related to theorganization's taxexempt purpose

3 Gross receipts from activities thatare not an unrelated trade or bus-iness under section 513

4 Tax revenues levied for the organ-ization's benet and either paid toor expended on its behalf

5 The value of services or facilitiesfurnished by a governmental unit tothe organization without charge

6 Total. Add lines 1 - 57a Amounts included on lines 1, 2, and

3 received from disqualied personsb Amounts included on lines 2 and 3 received

from other than disqualied persons thatexceed the greater of 196 of the total of lines 9,10c, 11, and 12 tor the year or $5,000

c Add lines 7a and 7b

8 Public supportlsuiiiraciiineiciiomgesi ' " H ' p .. 1' 6Section B. Total SupportCalendar year (or fiscal year beginning In) #3) 2004 (b) 2005 (c) 2006 (d) 2007 (e) 2008 (f) Total

9 Amounts from line 610a Gross income from interest,

dividends, payments received onsecurities loans, rents, royaltiesand income from similar sources

b Unrelated business taxable income(less section 511 taxes) from businessesacquired alter June 30, 1975

c Add lines 10a and 10b _11 Net income from unrelated business

activities not included in line 10b.whether or not the business isregularly carned on

12 Other income Do not include gainor loss from the sale of capitalassets (Explain in Part lV.)

13 Total sllppDrl(Add lines 9, 10, 11, and 12)I II V4 ,.- x ~ . v at! i 1r 5 ' '17-,(-_r i u..

14 First ve years. If the Form 990 is for the organization's rst, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,check this box and stop here D [:1

Section C. Computation of Public Support Percentage15 Public support percentage for 2008 (line 8, column (f) divided by line 13, column (0) 15 %16 Public support percentage from 2007 Schedule A, Part IV-A, line 27g 16 %Section D. Computation of investment Income Percentage17 Investment income percentage for 2008 (line 10c, column (f) divided by line 13, column (0) 17 %18 Investment income percentage from 2007 Schedule A, Part IV-A, ne 27h _ _ 18 %19a 33 113% support tests 2008. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%. and line 17 is not

more than 33 1/3%, check this box and stop here. The organization qualies as a publicly supported organization D I:b 33 1l3/o support tests - 2007. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3%, and

line 18 is not more than 33 1/3%, check this box and stop here. The organization qualies as a publicly supported organization __ _ P 1:20 Private foun_dgtion. If the orqangition did not check a box on line 14, 19a, or 19lgLcheck this box and see instructions ) [:1

832023 12-17-08

Schedule A (Form 990 or 990-EZ) 2008

,_ scnegiyi (Form 990 or 990-EZ) 2003 GOOD SHEPHERD LUTHERAN HOME OF THE WEST 9 4 1 3 3 7 6 3 7 Page 4Part IV Stipplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II. line 17a or 17b;

or Pait Ill. line 12. Provide any other additional information. (see instructions)

SCHEDULE A. PART II. LINE 10, EXPLANATION FOR OTHER INCOME:

REBATES AND REFUNDS

OTHER REVENUE

DEBT FORGIVENESS

MANAGEMENT SERVI CE FEES

332024 12-17-oa Schedule A (Form 990 or 990-EZ) 2008

, SCHEDULE J(Form 990)

Department of the TreasuryInternal Revenue Service

Compensation Information

For certain Ofcers, Directors, Trustees, Key Employees, and HighestCompensated Employees

D Attach to Form 990. To be completed by orgarizations thatanswered "Yes" to Form 990, Part IV, line 23.

OMB No 1545-0047

T08

Open to Public_ Inspection .

Name of the organization Employer identication number

GOOD SHEPHERD LUTHERAN HOME OF THE WEST 94133763'7

Part I I Questions Regarding CompensationYes No

1a Check the appropriate box(es) if the organization provided any of the following to or for a person listed in Form 990,Part VII, Section A, line 1a Complete Part III to provide any relevant information regarding these items. ,' 1C] Firstclass or charter travel Housing allowance or residence for personal use[:1 Travel for companions l:| Payments for business use of personal residence _[:1 Tax indemnication and gross-up payments |:] Health or social club dues or initiation fees F1:] Discretionary spending account Cl Personal services (e.g , maid. chauffeur, chef)

b If line 1a is checked, did the organization follow a written policy regarding payment or reimbursement or provision . . _ _of all of the expenses described above? If 'No,' complete Part lll to explain 1b

2 Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all ofcers, directors,

trustees, and the CEO/Executive Director, regarding the items checked in line 1a? 2 '

3 Indicate which, if any, of the following the organization uses to establish the compensation of the organization's ICEO/Executive Director Check all that apply.

Compensation committee I: Written employment contractLEI Independent compensation consultant Compensation survey or study .

I: Form 990 of other organizations El Approval by the board or compensation committee ' iv

4 During the year. did any person listed in Form 990, Part VII, Section A, ne 1a _ __ _ 'a Receive a severance payment or change of control payment? 4a Xb Participate in, or receive payment from, a supplemental nonqualied retirement plan? 4b Xc Participate in, or receive payment from, an equity-based compensation arrangement? 4c X

If 'Yes' to any of lines 4ac, list the persons and provide the applicable amounts for each item in Part Ill. . 4 ~ .-J

Only 501(c)(3) and 501(c)(4) organizations must complete lines 5-8. _5 For persons listed in Form 990, Part VII, Section A, ne 1a, did the organization pay or accrue any compensation , _' =

contingent on the revenues of: _ , _a The organization? 5a Xb Any related organization? __ 5b X

If 'Yes,' to line 5a or 5b, describe in Part III. I *6 For persons listed in Form 990, Part VII, Section A, ne 1a, did the organization pay or accme any compensation

contingent on the net earnings of. _a The organization? 6a Xb Any related organization? 6b X

If 'Yes' to line 6a or 6b, descnbe in Part III. J 1 '7 For persons listed in Form 990, Part VII, Section A, ne 1a, did the organization provide any non-xed payments

not descnbed in lines 5 and 6? If Yes, descnbe in Part III 7 X8 Were any amounts reported in Form 990, Part VII, paid or accrued pursuant to a contract that was subject to the

initial contract exception descnbed in Regisection 53 4958-4(a)(3)? If 'Yes,' describe in Part III 8 XLHA For Privacy Act and Paperwork Hedmtion Act Notice, see the Instructions for Form 990. Schedule J (Form 990) 2008

63211112-23-O8

ScheduleJ(Form990)2008

GOODSHEPHERDLUTHERANHOMEOFTHEWEST

941337637

IPartIIIOfficers.Directors,Trustees.KeyEmployees.andHighestCompensatedEmployees.UseScheduleJ-1ifadditionalspaceisneeded ForeachindividualwhosecompensationmustbereportedinScheduleJ,reportcompensationfromtheorganizationonrow0)andfromrelatedorganizations,describedintheinstructions,onrow(ii): DonotlistanyindividualsthatarenotlistedonForm990,PartVII. Note.Thesumofcolumns(B)(i)-(iii)mustequaltheapplicablecolumn(D)orcolumn(E)amountsonForm990,PartVII,line1a

P

Page2

(A)Name

(B)BreakdownofW-2and/or1099-MISCcompensation

(i)Basecompensation

(ii)Bonus8. incennvecompensation

(iii)Othercompensation

(QDeferred

compensation

(W

Nontaxablebenefits

(3

Totalofcolumns

QNHW

Compensation reportedinpriorForm990or Form990-EZ

DR.JOHNBAUER

W 00

0.

0.

0.

0.

230.112.

2.283.

15.329.

263.305.

JOHNTWARDOS

W 00

0.

0.

0.

0.

176.334.

0.

20.214.

196.548.

JACKTOBIAS

OI

0.

0.

0.

217.134.

0.

14.963.

307.139.

JEFFREYKACZMARSKI

0.

0.

0.

177.335.

3.417.

0.

20.161.

218.678.

JOHNNICKELS

0.

0.

0.

00

133.125.

0.

16.775.

163.243.

JAMESWESLEY

OI

00

00

0.

127.891.

74.437.

7.013.

209.341.

DEBBORAHZUBKE

0.

00

00

00

129.261.

10.808.

29.969.

16.788.

186.826.

BRIANTENNANT

(M

0.

0.

00

00

00

137,150.

0.

4.520.

16.828.

158.498.

DAVIDMORSTAD

U0

0.

0.

0.

0.

0.

108.784.

0 CGCDQCDOOGGGCJGGGOCCCDCD

10.070.

244324.

16.615.

159.793.

I COOCDOCDCDGCJGOCDCDCDGQCDDCD

83211212-23-08

(W 00

ScheduleJ(Form990)2008

SCHEDULE M

(Form 990) .

NonCash Contributions

P To be completed by orgarizations that answered"Yes" on Form 990, Part IV, lines 29 or 30.

OMB No 1545-0047

-2008 .Open to Public IDepartment of the Treasury

Internal Revenue Service > Attach to Form 990. mspeconName of the organization X Employer identication number

GOOD SHEPHERD LUTHERAN HOME OF THE WEST 94-1337637

| Part l.| Types of Propertyla) (bl (C) (d)

Check if Number of Revenues reported on Method of determinrngapplicable contributions Form 990, Part VIII, line 1g revenues

1 Art - Works of art2 Art - Historical treasures3 Art - Fractional interests4 Books and publications "5 Clothing and household goods6 Cars and other vehicles7 Boats and planes8 Intellectual property9 Securities - Publicly traded

10 Secunties - Closely held stock11 Secunties - Partnership, LLC, or

trust interests12 Securities - Miscellaneous13 Qualified conservation contribution

(historic structures)14 Qualified conservation contribution (other)15 Real estate - Residential X 1 1 7 5 , 0 0 0 . FAIR MARKET VALUE16 Real estate - Commercial17 Real estate Other18 Collectibles19 Food inventory20 Drugs and medical supplies21 Taxidermy22 Historical artifacts23 Scientific specimens24 Archeological artifacts25 Other > ( )26 Other F ( )27 Other > ( )28 Other P ( )29 Number of Forms 8283 received by the organization dunng the tax year for contnbutions

for which the organization completed Form 8283, Pat IV, Doriee Acknowledgment _ 29Yes No_

30a During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it must hold for - F . ' -at least three years from the date of the initial contribution, and which is not required to be used for exempt purposes forthe entire holding period? 30a X

b If Yes, describe the arrangement in Part ll ,_31 Does the organization have a gift acceptance policy that requires the review of any non-standard contributions? 31 X323 Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contnbutions'7 32a Xb lf Yes, describe in Part II.

33 If the organization did not report revenues in column (c) for a type of property for which column (a) is checked. . - -' I 3- .,descnbe in Part II - - - .

LHA For Privacy Act and Paperwork Redmtion Act Notice, see the Instructions for Form 990. Schedule M (Form 990) 2008

83214103-11-O9

T

OMBNo1545-0047

SCHEDULENLiquidation,Termination,Dissolution,orSignicantDispositionofAssets

2008.

(F'''990"990452)Tobecompletedbyorgarizationsthatanswer"Yes"toForm990,PartIV,lines31or32;orForm990-EZ.line36.__-

DAttachcertifiedcopiesofanyarticlesofdissolution,resolutions,orplans.I-opent_o'pub|_ic

DAttachtoForm990or990-EZ.5Pzlij_spctio'n_

DepartmentoftheTreasury InternalRevenueService

a u\'_1..

Employeridenticationnurnber

GOODSHEPHERDLUTHERANHOMEOFTHEWEST94;-1337637

IPartIILiquidation,Termination.orDissolution.Completethispartiftheorganizationanswered'Yes'toForm990,PartIV,line31,orForm990-EZ.lne36UseScheduleN-1ifadditional

spaceisneeded

Nameoftheorganization1(a)Descriptionofasset(s)

distributedortransaction

expensespaid

(b)Dateof distribution

(c)Fairmarketvalueof(d)Methodof asset(s)distributedordeterminingFMVforrecIpIent(s)(If amountoftransactionasset(s)distributedortaxexamptlortype

expensestransactionexpensesofentity

(e)EINofrecipient(f)Nameandaddressofrecipient(g)IHCsectionof

BETHESDALUTHERANHOMESANDSH 600HOFFMANNDRIVE

CASHANDTEMPORARYCASHINVESTMENTS03/31/092B41571_BOOKVALUE390806446WATERTOWNWI53094501(C)(3)

BETHESDALUTHERANHOMESANDSE 600HOFFMANNDRIVE

ACCOUNTSRECEIVABLE08/31/094386095.OOKVALUE39-0806446WATERTOWNWI53094501(C)(3)

BETHESDALUTHERANHOMESANDSE 500HOFFMANNDRIVE

PREPAIDEXPENSES03/31/0973455.BOOKVALUE39-0806446WATERTOWNWI53094501(C)(3)

BETHESDALUTHERANHOMESANDSE 600HOFFMANNDRIVE

LANDBUILDINGSANDEQUIPMENT08/31/0921104580.BOOKVALUE390806446WATERTOWNWI53094501(C)(3)

BETHESDALUTHERANHOMESANDSE 500HOFFMANNDRIVE

INTERCOMPANY&OTHERRECEIVABLES03/31/09-18083312.BOOKVALUE39-0306446WATERTOWNWI53094501(C)(3) BENEFICIALINTERESTIN SPLIT-INTERESTAGREEMENTSAND TRUSTS03/31/092551551.BOOKVALUE

BETHESDALUTHERANHOMESANDSH 500HOFFMANNDRIVE WATERTOWNWI53094

390806446501(C)(3)

BETHESDALUTHERANHOMESANDSE 600HOFFMANNDRIVE

FUNDSHELDONBEHALFOFCLIENTSWATERTOWNWI53094

39-0806446

08131/09486000.BO0KVALUE501LC)(3)

YesNo

2Didorwillanyofficer.director,trustee,orkeyemployeeoftheorganization

Becomeadirectorortrusteeofasuccessorortransfereeorganization?2aX Becomeanemployeeof.orindependentcontractorfor.asuccessorortransfereeorganization?2b

X

Becomeadirectorindirectownerofasuccessorortransfereeorganization?2cX Fleceive,orbecomeentitledto,compensationorothersimilarpaymentsasaresultoftheorganization'sliquidation,termination.ordissolution? _2dXNHUUO

iftheorganizationanswered"Yes"toanyofthequestionsinthisline,providethenameofthepersoninvolvedandexplaininPartill.b

ForPrivacyActandPaperworkFieduztionActNotice,seetheInstructionsforForm990.ScheduleN(Form990or990-EZ)2008 Lllt 332151 12-18-08

ScheduleN(Form990or990-EZ)2003GOODSHEPHERDLUTHERANHOMEOFTHEWEST94-1337637 IPartI1Liquidation,Termination,orDissolution(continued)

Note.Iftheorganizationdistributedallofitsassetsdunngthetaxyear,thenForm990,PartX,column(B)shouldequal-0-.

3Didtheorganizationdistributeitsassetsinaccordancewithitsgoverninginstn.iment(s)?If"No,"describeinPartIII 4aDidtheorganizationrequestorreceiveadeterminationletterfromE0Determinationsthattheorganization'sexemptstatuswasterminated? b(If'Yes,'providethedateoftheletter>09[18[09) 5aistheorganizationrequiredtonotifytheattorneygeneralorotherappropriatestateofficialofitsintenttodissolve,liquidate,orterminate? bif'Yes."didtheorganizationprovidesuchnotice?_ 6Didtheorganizationdischargeorpayallliabilitiesinaccordancewithstatelaws? TaDidtheorganizationhaveanytax-exemptbondsoutstandingduringtheyear? bDidtheorganizationdischargeordefeasetax-exemptbondliabilitiesinaccordancewiththeIntemalRevenueCodeandstatelaws? cIf'Yes."describeinPartIIIhowtheorganizationdefeasedorotherwisesettledtheseliabilitiesIfNo,explaininPartIII

-YesN6'

4a

><>&

5a 5b

><:><><

7aX 7bX

IPartIIISale,Exchange,Disposition,orOtherTransferofMoreThan25%oftheOrganization'sAssets.Completethispartiftheorganizationanswered'Yes"toForm990,PatIV,line32,or

Form990-EZ,ine36UseScheduleN-1ifadditionalspaceisneeded.

(c)Fairmarketvalueof(d)Methodof asset(s)distributedordeterminingFMVfor amountoftransactionasset(s)distributedor

expensestransactionexpenses

1(a)Descnptioriofasset(s)(e)EINofrecipient

distributedortransaction

expensespaid

(b)Dateof distribution

(f)Nameandaddressofrecipient

(Q)IRCsectionofracipient(s)(if

tax-exempt)ortype

ofentity

2Didorwillanyofficer,director,trustee,orkeyemployeeoftheorganization"

Becomeadirectorortrusteeofasuccessorortransfereeorganization? Becomeanemployeeof,orindependentcontractorfor,asuccessorortransfereeorganization? Becomeadirectorindirectownerofasuccessorortransfereeorganization? Receive,orbecomeentitledto,compensationorothersimilarpaymentsasaresultoftheorganization'ssignicantdispositionofassets? IftheorganizationansweredYestoanyofthequestionsinthisline,providethenameofthepersoninvolvedandexplaininPartIII.lU.DO'UdJ

832152 12-13-08

YesNo

2a 2b 2c 2d

ScheduleN(Form990orForm990-EZ)2008

scneddie N (Form 990 or 990EZ) 2003 GOOD SHEPHERD LUTHERAN HOME OF THE WEST9 4 - 1 3 3 7 6 3 7 Page 34 |Part III | Supplemental Information. Complete this part to provide the information required by Part I. lines 2e. 7c; or Part II, line 2e,

and any additional information.

PART I. LINE 2E: IN JULY 2006, GOOD SHEPHERD COMMUNITIES AFFILIATED WITH

BETHESDA LUTHERAN HOMES AND SERVICES, INC. AND BECAME A WHOLLY CONTROLLED

SUBSIDIARY OF BETHESDA. IT WAS AT THAT TIME THE BOARD OF DIRECTORS FOR

GOOD SHEPHERD COMMUNITIES MERGED WITH THE BOARD OF DIRECTORS FOR BETHESDA.

THE FOLLOWING BOARD OF DIRECTORS FROM GOOD SHEPHERD COMMUNITIES MERGED ONTO

THE BOARD OF BETHESDA; PAT ARENT. ROGER BURTNER, F. PAUL CARLSON, DAVID

COOK, AND LOWELL JOHNSON. WHEN GOOD SHEPHERD COMMUNITIES MERGED WITH

BETHESDA ON AUGUST 31, 2009, THERE WERE NOT ADDITIONAL CHANGES TO THE BOARD

OF DIRECTORS.

PART I, LINE 7C: THE ORGANIZATION DID NOT HAVE ANY OUTSTANDING TAXEXEMPT

BONDS DURING THE YEAR, THEREFORE IT WAS NOT NECESSARY TO DISCHARGE OR

DEFEASE ANY LIABILITIES.

332153 12-18-O8 Schedule N (Form 990 or 990-E2) 2008

.. SCHEDULE 0 Supplemental Information to Form 990(F'" 990) . D Attach to Form 990. To be completed by orgarizations to provideD an r h T additional information for responses to specic questions for the o3_T1t5'|=5|ia -_,nf:na1,;':-;,ute;v?;" Form 990 or to provide any additional information. , Inspection - '

Name of the organization Employer identication numberGOOD SHEPHERD LUTHERAN HOME OF THE WEST 941337637

FORM 990. PART III. LINE 3, CHANGES IN PROGRAM SERVICES:

IN JULY 2005. GOOD SHEPHERD COMMUNITIES AFFILIATED WITH BETHESDA

LUTHERAN HOMES AND SERVICES. INC. AND BECAME A WHOLLY CONTROLLED

SUBSIDIARY OF BETHESDA. ON AUGUST 31. 2009, GOOD SHEPHERD COMMUNITIES

CEASED OPERATIONS AS A CORPORATION AND MERGED WITH BETHESDA. AS A

RESULT OF THE MERGER, THE PROGRAM SERVICES OFFERED BY GOOD SHEPHERD

COMMUNITIES CONTINUE TO OPERATE AS PART OF BETHESDA.

FORM 9904 PART VI. SECTION A. LINE 6: THE VOTING MEMBER OF THE

CORPORATION. AS PROVIDED IN THE ARTICLES OF INCORPORATION. IS BETHESDA

LUTHERAN HOMES AND SERVICES, INC., A WISCONSIN NONSTOCK CORPORATION.

FORM 990. PART VI. SECTION A. LINE 7B: VOTING PREROGATIVES OF BETHESDA

LUTHERAN HOMES AND SERVICES. INC. SHALL BE EXERCISED BY THE BOARD OF

DIRECTORS OF BETHESDA LUTHERAN HOMES AND SERVICES. INC. AS THE SOLE

CORPORATE MEMBER, BETHESDA LUTHERAN HOMES AND SERVICES. INC. HAS THE

FOLLOWING POLITICAL RIGHTS OVER GOOD SHEPHERD LUTHERAN HOME OF THE WEST;

(1) BETHESDA LUTHERAN HOMES AND SERVICES. INC. COULD AMEND THE BYLAWS BY A

MEMBER AMENDMENT AT ANY TIME; (2) UNDER THE CALIFORNIA CORPORATIONS CODE,

BETHESDA LUTHERAN HOMES AND SERVICES, INC. AS THE SOLE MEMBER OF GOOD

SHEPHERD LUTHERAN HOME OF THE WEST HAD THE LEGAL RIGHT TO: (A)_REMOVE

DIRECTORS WITHOUT CAUSE. CA CORPORATIONS CODE @5222: (B) AMEND BYLAWS, CA

CORPORATIONS CODE 05150; (C) APPROVE ANY AMENDMENT TO THE ARTICLES OF

INCORPORATION. CA CORPORATIONS CODE @5812 AND (D) APPROVE ANY MERGER. CA

CORPORATIONS CODE @6012.

LHA For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule 0 (Form 990) 200883221112-18-08

, SCHEDULE 0 Supplemental Information to Form 990(F"" 990) . D Attach to Form 990. To be completed by orgarizations to provideadditional information for responses to specic questions for the . open'f5'pu5|i

::fr:';,'",$:J:"SIJv:::"" Form 990 or to provide any additional information. Inspection

Name of the organization Employer identication numberGOOD SHEPHERD LUTHERAN HOME OF THE WEST 94-1337637

FORM 990, PART VIJ SECTION A. LINE 10: THE FORM 990 WAS PREPARED BY STAFF

AND REVIEWED AND APPROVED BY THE VICE PRESIDENT OF FINANCE. THE FORM 990

WAS THEN PRESENTED TO THE BOARD OF DIRECTORS AUDIT COMMITTEE FOR REVIEWJ

COMMENT AND APPROVAL AT A REGULAR MEETING.

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 DIRECTOR HAS ANY POTENTIAL

CONFLICTS OF INTEREST. THE ORGANIZATION'S COMPLIANCE AND RISK MANAGEMENT

TEAM AUDITS WHETHER EVERY DIRECTOR HAS SUBMITTED A SIGNED CONFLICT 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 VICE PRESIDENT OF FINANCE.

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 4953 OF THE INTERNAL REVENUE CODE

LDISQUALIFIED PERSONS"). IN DOING SO IT (1) IDENTIFIES ALL DISQUALIFIED

PERSONS. AND ANNUALLY REPORTS THE IDENTITY OF SUCH PERSONS TO THE BOARD OF

DIRECTORS; (2) PERIODICALLY (AT LEAST IN EVERY ODDNUMBER YEAR) REVIEWS AND

DETERMINES THE REASONABLENESS OF THE COMPENSATION AND BENEFIT LEVELS OF THELHA For Privacy Act and Paperwork Redmtion Act Notice. see the Instructions for Form 990. Schedule 0 (Form 990) 200883221112-18-O8

._ SCHEDULE 0 Supplemental Information to Form 990 pR(Form 990) . 5 Attach to Form 990. To be completed by orgarizations to provide

Depmmem 0! me Treasury additional information for responses to specic questions for the I oeT1tp5|i _Nana, Remus SW69 Form 990 or to provide any additional information. Inspection .

Name of the organization Employer identication numberGOOD SHEPHERD LUTHERAN HOME OF THE WEST 94-1337637

PRESIDENT AND CHIEF EXECUTIVE OFFICER: (3) PERIODICALLY (AT LEAST IN EVERY

ODDNUMBER 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;_j5) OBTAINS FROM SOURCES OUTSIDE THE CORPORATION OBJECTIVE, MARKET

COMPARABLE COMPENSATION AND BENEFIT LEVEL DATA; (5) 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. CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE

AVAILABLE TO THE PUBLIC UPON REQUEST.

FORM 990, PART XI, LINE 2B

THE ORGANIZATION'S FINANCIAL STATEMENTS WERE AUDITED ON A CONSOLIDATED

BASIS.

FORM 990, PART I, LINE 1

WE HAVE CONTINUED TO GROW AND EXPAND OUR SERVICES ACROSS THE COUNTRY

AND AROUND THE WORLD. IN COLORADO, THE NEW MCGREGOR ACTIVITY CENTER

WAS DEDICATED IN JANUARY, PROVIDING MEANINGFUL ACTIVITIES FOR THE

PEOPLE WE SUPPORT IN THE DENVER AREA. IN DECEMBER, WE COMPLETED THE

ACQUISITION OF A SIX PERSON HOME, AN EMPLOYMENT AND COMMUNITY LIFE

LHA For Privacy Act and Paperwork Reduction Act Notice. see the Instructions for Form 990. Schedule 0 (F07"'1 990) 200883221112- 18-08

. SCHEDULE 0 Supplemental Information to Form 990 ;(F"" 990) . 5 Attach to Form 990. To be competed by orgarizations to provide 3

Department who Treasury additional information for responses to_ apecitic questions for the of,'en't5_*pa5ncmama, Venue Sew, Form 990 or to provide any additional information. _ Inspecuon I'-Name of the organization Employer identication number

GOOD SHEPHERD LUTHERAN HOME OF THE WEST 94-1337637

PROGRAM, AND SUPPORTED LIVING SERVICES FROM REM IN FORT COLLINS.

COLORADO. THE PROGRAMS SUPPORT A TOTAL OF 22 INDIVIDUALS. WE HAVE

PLANS TO ACQUIRE THREE ADDITIONAL GROUP HOMES FROM THE STATE OF

COLORADO. THE ACQUISITIONS WILL BE PHASED IN DURING MARCH, APRIL, AND

MAY. OUR SUPPORTED LIVING SERVICE PROGRAM IN COLORADO IS EXPECTED TO

GROW TO FIFTY INDIVIDUALS DURING THE NEXT QUARTER.

OUR QUALITY ENHANCEMENT DIRECTOR (QED) WAS APPOINTED BY THE GOVERNOR OF

OREGON FOR A POSITION ON THE OREGON COUNCIL FOR DEVELOPMENTAL

DISABILITIES.

IN THE AREA OF QUALITY IMPROVEMENT, WE CONTINUE TO PROCEED WITH THE

IMPLEMENTATION OF CASPER, OUR ELECTRONIC CLINICAL DOCUMENTATION SYSTEM.

CASPER IS AN IMPORTANT COMPONENT OF OUR CQL NETWORK CERTIFICATION

PREPARATION. ALL REGIONS WILL BE FULLY IMPLEMENTED BY THE END OF THE

FISCAL YEAR. ALSO, WE HIRED A FULL-TIME CORPORATE DIRECTOR OF QUALITY

AND PERFORMANCE ENHANCEMENT TO DIRECT THE EFFORTS TOWARD

ORGANIZATION-WIDE CERTIFICATION IN THE BASIC ASSURANCES OF CQL.

RESULTS OF OUR 2008 FAMILY/GUARDIAN SATISFACTION SURVEYS WERE COLLATED

ON A REGIONAL BASIS AND DISTRIBUTED TO OUR REGIONAL DIRECTORS IN

OCTOBER 2008. THE SURVEY PROCESS PROVIDED 609 RESPONSES TO THE 1,562

SURVEYS DISTRIBUTED FOR A 39% RESPONSE RATE. THE REGIONAL DIRECTORS

HAVE COMMUNICATED RESULTS TO FAMILIES AND GUARDIANS THROUGH PARENT

GROUP MEETINGS AND REGIONAL NEWSLETTERS. A COMMON THEME EXPRESSED

THROUGHOUT THE SURVEY RESULTS WAS A DESIRE FOR ENHANCED COMMUNICATION

LHA For Privacy Act and Paperwork Redu:tion Act Notice. see the Instructions for Form 990. Schedule 0 (Form 990) 200833221112-18-08

OMB No 1545-0047

,_ SCHEDULE 0 Supplemental Information to Form 990 -(F"" 990) _ D Attach to Form 990. To be completed by orgarizations to provideadditional information for responses to specic questions for the Oi)"e'tbP|ic

) Form 990 or to provide any additional information. Inspection

Name of the organlzation Empioyer identification numberGOOD SHEPHERD LUTHERAN HOME OF THE WEST 941337637

ABOUT SERVICES AND SUPPORTS TO FAMILIES AND GUARDIANS. EACH REGIONAL

DIRECTOR IS ANALYZING THEIR COMMUNICATION PROCEDURES AND PROTOCOLS TO

IMPLEMENT REVISED PROCESSES TO FURTHER FACILITATE SUCH COMMUNICATION.

IN OUR INTERNATIONAL EFFORTS, IN SEPTEMBER 2003. OUR SOUTHERN DIVISION

OPERATING OFFICER TRAVELED TO PERNAMBUT, INDIA TO CONDUCT AN EVALUATION

OF AN INTERNATIONAL OPPORTUNITY AT AN ORPHANAGE FOR CHILDREN WITH

DISABILITIES. THE OPPORTUNITY WOULD INVOLVE COLLABORATION WITH THE

EVANGELICAL LUTHERAN CHURCH OF INDIA WHICH OPERATES THE ORPHANAGE.

IN OCTOBER 2008, OUR REGIONAL DIRECTOR FOR THE WATERTOWN CAMPUS.

TRAVELED TO ORAL, KAZAKHSTAN, TO PROVIDE CONSULTATION TO A LUTHERAN

PASTOR INVOLVED WITH AN EFFORT TO TRANSITION SERVICES FOR YOUNG PEOPLE

WITH DISABILITIES FROM INSTITUTIONAL TO COMMUNITY BASED SETTINGS.

BETHESDA HAS ESTABLISHED A FUND CALLED THE RAINBOW OF LIFE FUND TO

RECEIVE FUNDS GENERATED BY THE PASTOR'S FUNDRAISING EFFORTS TO FURTHER

COMMUNITY BASED SERVICES IN KAZAKHSTAN.

BETHESDA. ALONG WITH ITS IMPACT PARTNERS. HAS SIX CURRENT PROJECTS

UNDERWAY IN THE DOMINICAN REPUBLIC. LATVIA. ROMANIA. RUSSIA, KENYA. AND

TANZANIA. THE MOST RECENT DEVELOPMENTS INVOLVE THE DOMINICAN REPUBLIC.

WHERE WE HAVE REACHED AN AGREEMENT WITH MANIDI, A PREVIOUS IMPACT

PARTNER, TO EXPAND VOCATIONAL TRAINING OPPORTUNITIES FOR ADOLESCENTS

AND YOUNG ADULTS WITH DISABILITIES. THE NEW VOCATIONAL TRAINING

PROGRAMS WILL INCLUDE A SEWING/TAILORING PROGRAM AND A CULINARY

PROGRAM. WE ARE STILL MAINTAINING A DIALOGUE WITH CONANI. THE AGENCY

LHA For Privacy Act and Paperwork Redintion Act Notice, see the Instructions for Form 990. Schedule 0 (FUND 990) 2008B3221112-18-O8

OMB No 1545-0047

, SCHLEDULE 0 Supplemental Information to Form 990(F"" 990) . 5 Attach to Form 990. To be completed by orgarizations to provideadditional information for responses to specic questions for the A o_Entop.35|ia

{f,f;f,";'";g;;,f;;;;'3;:" Form 990 or to provide any additional information. Inspectjon

Name of the organization Employer identication numberGOOD SHEPHERD LUTHERAN HOME OF THE WEST 941337637

OF THE DOMINICAN REPUBLIC RESPONSIBLE FOR CHILDREN'S DEVELOPMENTAL

DISABILITIES SERVICES, TO IMPLEMENT PROGRAMS TO TRANSITION CHILDREN

FROM AN INSTITUTION IN SANTIAGO. A JUNE 2009 MEETING WITH

REPRESENTATIVES OF IMPACT AND CONANI APPEARED TO RESULT IN A

BREAKTHROUGH. THIS IS ANTICIPATED TO LEAD TO A FAMILY REINTEGRATION

PROGRAM FOR SEVERAL CHILDREN CURRENTLY RESIDING IN THE INSTITUTION, AS

WELL AS TRAINING PROGRAMS FOR THE CONANI STAFF.

SINCE 2006, GOOD SHEPHERD COMMUNITIES HAS BEEN A WHOLLY CONTROLLED

SUBSIDIARY OF BETHESDA AND THE INTENTION WAS ALWAYS TO FORM A SINGLE

ORGANIZATION OVER A FIVE-YEAR TIME FRAME. THE INTEGRATION OF THE TWO

ORGANIZATIONS HAS PROGRESSED SO WELL THAT, IN MAY, THE COMBINED BOARD

OF DIRECTORS MADE THE DECISION TO ACCELERATE THAT TIMELINE. THE MERGER

BECAME EFFECTIVE SEPTEMBER 1 AND RESULTED IN A SINGLE CORPORATION WITH

A NEW NAME. BETHESDA LUTHERAN COMMUNITIES.

LHA For Privacy Act and Paperwork Reduztion Act Notice, see the Instructions for Form 990. Schedule 0 (Form 990) 200883221112-13-08

f

SCHEDULEHRelatedOrganizationsandUnrelatedPartnerships"355'" _(FONT)990)DAttachtoForm990.Tobecompletedbyorgarizationsthatanswered"Yes"toForm990,PartIV,lines33.34.35,36.or37.1obeh'f6Tp'Gb'ic-' ,$,$,';[,;j,f,f,jLsI:3f};"pSeeseparateinstructions.',*_l'nspec'tion5 NameoftheorganizationEmployeridenticationnumber

GOODSHEPHERDLUTHERANHOMEOFTHEWEST94-1337637'

PartIIdenticationofDisregardedEntities

(A)(B)(C)(D)(E)(F)

Name.address.andEINPrimaryactivityLegaldomicile(stateOrTotalincomeEnd-ofyearassetsDirectcontrollingofdisregardedentityforagncountry)entity

P_artIIIdenticationofRelatedTax-ExemptOrganizations

(A)(B)(C)(D)(E)(F)

Name,address,andEINPrimaryactivityLegaldomicile(stateorExemptCodePubliccharityDirectcontrolling ofrelatedorganizationfa.-e,gncountry)sectionstatus(ifsectionentity

501(c)(3))

CREATINGPOSSIBILITIESINC.(HUD)- 34-1251170600HOFFMANNDRIVEWATERTOWNBETHESDALUTHERANHOMES WI53094LowINCOMEHOUSINGCOLORADO501(c)(3)9SERVICESINC. FAITHVILLAGEINC.(HUD)4B0919671 600HOFFMANNDRIVEBETHESDALUTHERANHOMES WATERTOWNWI53094LOWINCOMEHOUSINGKANSAS501(C)(3)9ANDSERVICESINC. FAITHVILLAGEIVINC.(HUD)-48-1066940 600I-IOFFMANNDRIVEBETHESDALUTHERANHOMES WATERTOWNWI53094OWINCOMEHOUSINGKANSAS501(c)(3)9ANDSERVICESINC. GOODSHEPHERDOFCOLORADOI(HUD) 74-2676369600HOFFMANNDRIVEWATERTOWNBETHESDALUTHERANHOMES WI53094LOWINCOMEHOUSINGCOLORADO50l(C)(3)9DSERVICESINC. LHAForPrivacyActandPaperworkRedmtionActNotice,seetheInstructionsforForm990.ScheduleH(Form990)2008 832161 12-23-08

ScheduIeFt(Form990)2008GOODSHEPHERDLUTHERANHOMEOFTHEWEST Part)-ll

IdenticationofRelatedOrganizationsTaxableasaPartnership

94-1337637

Page2

Name,address,andEIN ofrelatedorganization

(A)

(3)

Primaryactivity

(C)

Legaldomicile(stateor foreign country)

Directcontrolling

(D) entity

(E)

Predominantincome (related,

investment,unrelated)

(F)

Shareoftotalincome

(G)Shareof

end-of-yearassets

(H)

Disproportion- ateallocations? YesNo

(1)

CodeV-UBI amountinbox 20ofSchedule K-1(Form1065)

(J)Generalor managing 12""l

Part_l\_[IdentificationofRelatedOrganizationsTaxableasaCorporationorTrust

(A)

Name,address.andEIN ofrelatedorganization

(3)

Primaryactivity

(0)

Legaldomicile(stateor foreign country)

(0)

Directcontrolling

entity

Typeofentity(Ccorp.Scorp,

ortrust)

(F)

Shareoftotalincome

Shareofend-of-year

(G)ESSETS

(H)

Percentageownership

63218212-23-08

ScheduleR(Form990)2008

E

-I

ScheduleR(Form990)2008GOODSHEPHERDLUTHERANHOMEOFTHEWEST941337637Paggi

vI

Part;' TransactionsWithRelatedOrganizations' Note.Completeline1ifanyentityislistedinPartsll,III,orIV.Yes 1Duringthetaxyear,didtheorganizationengageinanyofthefollowingtransactionswithoneormorerelatedorganizationslistedinPartsll-IV?-'-

Receiptof(i)interest(ii)annuities(iii)royalties(iv)rentfromacontrolledentityla Gift,grant,orcapitalcontributiontootherorganization(s)1b Gift,grant,orcapitalcontributionfromotherorganization(s)1c Loansorloanguaranteestoorforotherorganization(s)1d Loansorloanguaranteesbyotherorganization(s)

O2

CUQOUGJSaleofassetstootherorganization(s)1f Purchaseofassetsfromotherorganization(s)1g Exchangeofassets1h Leaseoffacilities,equipment,orotherassetstootherorganization(s)1iI._D'3.=

a

Leaseoffacilities,equipment,orotherassetsfromotherorganization(s)1j Performanceofservicesormembershiporfundraisingsolicitationsforotherorganization(s)1k Performanceofservicesormembershiporfundraisingsolicitationsbyotherorganization(s)1| Sharingoffacilities,equipment,mailinglists,orotherassets1m Sharingofpaidemployees1n--u.I Er:

NNMNN NNNN N>.'>><.><>< NM

0Reimbursementpaidtootherorganizationforexpenses Reimbursementpaidbyotherorganizationforexpenses1p

Q. qOthertransferofcashorpropertytootherorganization(s)_1q rOthertransferofcashorpropertyfromotherorganization(s)1r 2Iftheanswertoanyoftheaboveis'Yes,"seetheinstructionsforinformationonwhomustcompletethisline,includingcoveredrelationshipsandtransactionthresholds.

(A)(3) _(Q)

Nameofotherorganization(s)T::g:5(:"r;A"t'""ed

(1) (2) (3L (4) (5) (6) 83216312-23-05ScheduleR(Form990)2003

ScheduleH(Form990)2008GOODSHEPHERDLUTHERANHOMEOFTHEWEST94-1337637Page4

I

PartVIUnrelatedOrganizationsTaxableasaPartnership Providethefollowinginformationforeachentitytaxedasapartnershipthroughwhichtheorganizationconductedmorethanvepercentofitsactivities(measuredbytotalassetsorgrossrevenue) thatwasnotarelatedorganizationSeeinstructionsregardingexclusionforcertaininvestmentpartnerships.'

(A)(B)(C)(D)(E)(F)(G)(H)

Name,address.andEINPrimaryactivityLegaldomicileAre:all%zgl1ner:Shareofend-of-D't5Ptl-;t7'CodeV-UBI

ofentity(stateor:or)eIgn5.'r',;'3..'zat.or?.7yearassetsaiit?os7ag?ggp,g,;',},;g?;$3???

counry

YesNoYesNo(F0tT"1055)YesNo

Generalor

ScheduleFl(Form990)2008

832164 12-23-08

ScheduleR-1(Form990)2003GOODSHEPHERDLUTHERANHOMEOFTHEWEST941337637Page2 PartIIContinuationofIdentificationofRelatedTax-ExemptOrganizations

(A)(B)(C)(D)(E)(F)

Name,address,andEINPrimaryactivityLegaldomicile(stateorExemptCodePubliccharityDirectcontrolling_ ofrelatedorganizationfgreigncountry)sectionstatusOfsectionentity

501(c)(3))

BETHESDALUTHERANHOMES&SERVICESINC.-SERVICESFORINDIVIDUALS 390806446600HOFFMANNDRIVEWATERTOWNWITHDEVELOPMENTAL WI53094DISABILITIESWISCONSIN50l(C)(3)9N/A BETHESDALUTHERANHOMEFOUNDATIONINC.-RAISEFUNDSFORBETHESDA 39-1336413600HOFFMANNDRIVEWATERTOWNLUTHERANHOMES&SERVICES,BETHESDALUTHERANHOMES WI53094INC.WISCONSIN501(C)(3)11ANDSERVICESINC. GOODSHEPHERDRESIDENCEINC.(HUD)- 94-2575886500HOFFMANNDRIVEWATERTOWNBETHESDALUTHERANHOMES WI53094LOWINCOMEHOUSINGCALIFORNIA50l(C)(3)9ANDSERVICESINC. 911323920500HOFFMANNDRIVEWATERTOWNBETHESDALUTHERANHOMES WI53094LOWINCOMEHOUSINGWASHINGTON501(C)(3)9ANDSERVICESINC. GOODSHEPHERDOFWASHINGTONII(HUD)- 91-1369875600HOFFMANNDRIVEWATERTOWNBETHESDALUTHERANHOMES WI53094LOWINCOMEHOUSINGWASHINGTON501(C)(3)9ANDSERVICESINC. 943043530600HOFFMANNDRIVEWATERTOWNBETHESDALUTHERANHOMES WI53094LOWINCOMEHOUSINGWASHINGTON501LC)(3)9ANDSERVICESINC. OREGONGOODSHEPHERDLUTHERANHOMEINC LHUD)-943043533600HOFFMANNDRIVEBETHESDALUTHERANHOMES WATERTOWNWI53094LOWINCOMEHOUSINGWASHINGTON501(C)(3)9SERVICESINC.

ScheduleR-1(Form990)2008

53222212-1a-os

2008DEPRECIATIONANDAMORTIZATIONREPORT FORM990PAGE10990AssetDate NoDescriptionAcquiredMethodWeLineUnadjustedBusSection179ReductionInBasisForBeginningCurrentCurrentYearEnding

*9Cost0rBasis%ExpenseBasisDepreciationAccumulatedSec179DeductionAccumulated

ExclDepreciationExpenseDepreciation

Doc)

20.000HY160.

*TOTAL990PAGE.10papa.o.-o.o.

gigs?-1cie(D)-Assetdisposed'ITC,Salvage,Bonus,CommercialRevitalizationDeduction,GOZone

I B

* STATEMENT 9

State of Caiifomia

Secretary of State

DEi98965lr

95

I, DEBRA BOWEN, Secretary of State of the State of California,

hereby certify:

That the attached transcript of 7 page(s) has been compared

with the record on file in this office, of which it purports to be a copy, and

that it is full, true and correct.

IN WITNESS WHEREOF, i execute thiscertificate and affix the Great Seal of the

State of California this day of

OCT 13 2009

/h&

DEB RA BOWENSecretary of State

Sec/Stare Farm CE-107 (REV 1/2007) -1-3'-s 05-008 mm

..._.u._.__...._

. D 09 8 9 6 5.1+oa/13/zoos 1s-19 FAX . vonarieaensnoper 005/ow

D J/ an 9 ea? n

BECEWE Am; 1'4 am

we 1 3 mm ARTICLES or MERGER lgs A51?l[:_!(':1'uh.{'I.u[.(". ,

_ wscgl ()1? ----____L'-.-_"_"-_='."_*-:..__ J

GOOD SHEPHERD LUTHERAN HOME OF THE WEST

a California not-for-prot public benet corporation 5b " Floftho State of GelifomgEma

DCT ill Z009

WITH AND INTO

BETHESDA LUTHERAN HOMES AND SERVICES, INC.5 Wisconsin non-stock and not-fort-prot corporation

THESE ARTICLES OF MERGER are made and entered into effective as of the 13"day of August, zoo-9, by and between GOOD SHEPHERD LUTHERAN HOME on THEWEST, a California not-for-pmi public benet corporation (Good Shepherd) andBETHESDA LUTHERAN HOMES AND SERVICES, INC., a Wisconsin non-stock and not-forprotcorpora1:lon (Betheada" ), pursuant to Section 181.1103 of the Wisconsin Statutes andthe applicable provisions of the California Corporations Code, for the purpose of merging GoodShepherd with and into Bethesda.

1. gumng Co;-pot-ation. The sunriving corporation shall be Bethesda. Inaccordance with the amendment to the Amended Articles of Incorporation of Bethesda pursuantto Section 6 eftltcse Articles of Merger, the name of the surviving corporation shall, at and as oithe Effective Time, be Bethesda Lutheran Communities, Inc.." a Wisconsin non-stool: andnot-for-prot oorpomtion.

2. Elan of i_v_[er_'ge . The Plan ofMerger between Bethesda and Good Shepherd (thePlan of Merger") is attached hereto as gxhlbit A.

3. Effective Time of Morgg. The eifectivo date and time (Effective Time) oftheMerger shall be 12:01 am. on September 1. 2009.

4. Approval by Bethggdg. Bethesda, the surviving corporation pursuant to thismerger, is a Wisconsin t1onstoclc and not-iior-prot corporation. The Plan of Merger wasapproved by the Board of Directors ofiaetheeda in accordance with the governance documents ofBethesda and with Section 181.1103 of the Wisconsin Statutes and such other applicableprovisions of Wisconsin law. Approval of the Plan of Merger by the members of Bethesda isrequired pursuant to Section 181.1103 of the Wisconsin Statutes. Bethesda memberships andvoting in respect of the Plan ofMerger are as follows:

Member Votes Member Vote: Member Vote:Membership Memberships Entitled to be Cut on Cast in Favor of Cost Against theClassication Outstanding the Plan of Merger the Plan ofMorgor Plan of Merger

Individual M47 40 40 0

Congregational 0 0 0 0

zoovou-u:umc.aIorunnncnw_oooc SHEPNEID

' 03/13/2009 13:19 FAX vonriesenaftoper O08/010

The number of member votes cast for the Plan of Merger was sufcient for approval by themembers in accordance with the governance documents of Bethesda and with Section 181.1 [03of the Wisconsin Statutes and such other applicable provisions of Wisconsin law.

5- - Good Shepherd. the merging Corporationpursuant to this merger, is a California not-for-prot public benet corporation. The Plan ofMerger was approved by Bethesda, the sole member of Good Shepherd, and by the Board ofDirectors of Good Shepherd in accordance with the governance documents of Good Shephrdand with Section 6012 of the California Corporations Code and such other applicable provisionsofclallfomia law.

6. Amengent to Amended Articles of lncgrmration. The Amended Articles ofIncorporation ofBethesda in effect at and as ofthe Effective Time shall as ofthe Effective Time,be amended as follows: .

Article I of the Amended Articles of Incorporation shall be amended to read asfollows:

The name of the Corporation is Bethesda Lutheran Communities, Ine.,

The Amended Articles of Incorporation of Bethesda, as herein so amended, shall remainin eoot aer the Merger as the Amended Articles of Incorporation of Bethesda as thesurviving ooryoration. .

7. Good Shggherd Wisconsin Real Estat . Good Shepherd, which shall mergewith and into Bethesda and which shall not survive this merger. does not possess a fee simpleownership interest in any Wisconsin real estate.

Agreed to and approved by the undersigned constituent corporations as of the date andyear rst Written above.

GOOD SHEPHERD LUTHERAN HOME BETHESDA LU"l'HERA.N HOMES ANDOF THE VVEST - SERVICES, INC.

~ - a

By: swJefey A. dlzzmerski, Vida President Jei-oy A. Kaczmarski, V President

This instrument was draed by andshould be returned to:

William R. West. Esq.ven Briesen s. Roper. an.411 East Wisconsin Avenue, Suite 700Mllwuukbey WI 532024l4-287-1375wwcst@vonbriesen.oom

.2.2N0-0%-l3ARTlu.E.!OFIrEGERW_OO EHEPFIWJ

5

08/13/2003 16220 FAX

PLAN OF MERGER

OF

GOOD SHEPHERD LUTHERAN HOME OF THE WESTa California not-for-profit public benet corporation

WITHAND INTO

B-ETHESDA LUTHERAN HOMES AND SERVICES, INC.3 Wisconsin non-stock and not-for-prot corporation

rnxs PLAN or MERGER is made and entered into effective as of the 13" day ofAugust, 2009. by and between GOOD SHEPHERD LUTHERAN HOME OF THE WEST, aCalifornia not-for-prot pubiic benet corporation ("Good Shepherd?) and BETHESDALUTHERAN HOMES AND SERVICES, INC., :1 Wisconsin non-stock and not-for-protcorporation (Bcthesda").

RECITALS

A. Good Shepherd is e not-for-pmt public benet corporation duly organized andvalidly existing under the laws of the State of Caiifomia. -

B. Bethesda is at non-stock and not-for-prot corporation duly organized and validlyexisting under the laws of the State of Wisconsin.

C. Bethesda is the sole corporate member ofGood Shepherd.

D. Good Shepherd will merge with and into Bethesda effective September 1, 2009(the Merger"). with Bethesda being the surviving corporation under and pursuant to, and whichwill continue to be governed by, theiaws of the State ofWisconsin.

E. This Plan of Merger constitutes in plan of merger" as set forth inSection 181.1101 of the Wisconsin Statutes and an agreement ofrnerger" as set forth in Section6011 of the California Corporations Code.

F. The Board of Directors and Solo Member of Good Shepherd deem it advisableand in the best interests of Good Shepherd that Good Shepherd be merged with and intoBethesda, with Bethesda being the surviving corporation, under and pursuant to the laws of theState of Wisconainond the applicable laws of the State of California, and on the terms andoonditions herein set forth.

G. The Board of Directors and Members of Bethesda deem it advisable and in thebest interests of Bethesda and its Members that Good Shepherd be merged with and intoBethesda, with Bethesda being the sun-viving corporation, under and pursuant to the laws of theState oi Wisconsin and the applicable laws of the State of California, and on the terms andconditions herein set forth.

20996! HAM OF IEEER 93.0000 SHEPHERD LIIITHERJH HO!-ii-I

vonariesanaaoper ' 003/010

'0

03/13/2009 13-21 my vonriaseniioper @009/91

NOW, THEREFORE, in consideration of the terms and mutual covenants andagreements set forth in this Plan of Merger, the parties hereto agree as-follows:

1. approval. This Plan ofMerger was approved by the Board ofDirectors and SoleMember of Good Shepherd, and by the Board of Directors and Members of Bethesda. inaoeordance with the governing charter documents of Good Shepherd and Sections 6011-6012 ofthe California Corporations Code, and of Bethesda and Chapter 131 of the Wisconsin Statutes,respective!y.

2. -Effects of MeI_'ger. At the Effective Time (as dened in Section 4 below) of theMerger, all of the following shall occur;

2.1 Good Shepherd shall be merged with and into Bethesda. Bethesda is and.as the surviving corporation. shall remain a Wisconsin non-stock and not-for-prot corporation.

2.2 The separate existence of Good Shepherd shall cease.

2.3 Any and all real and personal property and every other interest of orbelonging to or due to Good Shepherd, shall be and hereby is_ transferred to and vested inBethesda without zrther act or deed. The title or interest to any real and personal propertyvested in Good Shepherd shall not revert or be in any way impaired by reason ofthe Merger.

2.4 If at any time after the Effective Time of the merger Bethesda deems itappropriate that any assignments or assurances should be made to vest, perfect or conrm inBethesda the title to any property or right of Good Shepherd acquired by Bethesda as a result ofthe Merger, the officers and directors of Bethesda, in the nme of Good Shepherd or otherwise,may take and do any action. and execute any and all appropdte instruments, necessary ordesirable to vest. perfect or conrm title to such property and rights in Bethesda and otherwisecarry out thepurposcs of the Merger.

2.5 Bethesda shall retain all liabilities of Bethesda and assume all of those ofGood Shepherd.

2.6 Any civil, administrative, investigatory or other proceeding pending by oragainst eithe:.Bethesda or Good Shepherd may he continued as if the Merger did not occur. orBethesda may be substituted in any such proceeding for Good Shepherd

3. A ended Articles at Incor oration a B awe of ethestla. At the EffectiveTime ofthe Merger, all of the following shall occur:

3.1 The Amended Articles of incorporation of Bethesda in effect at and as ofthe Effective Time shall, as ofthe Effective Time, be amended as follows:

3.1.1 Article I shall be amended to read as follows: The name of the

Corporation is Be1esda Lutheran Comn1unitles,Ine."

'2:oos~ono4 run of semenw_ooo:: .9-trmsno Ltll'HER.l.N HOME

08l'13/2003 1621 FM

3.2 The Amended Articles of Incorporation of Bethesda, as amended pursuantto Section 3.1.1 above, shall remain in effect after the Merger as the Amended Articles ofIncorporation ofBethesda as the surviving corporation.

3.3 The Bylaws of Bethesda, as in effect immediately prior to the EffectiveTime, shall remain in effect after the Merger as the Bylaws of Bethesda as the survivingcorporation, unless and until the same shall be duly amended.

3.4 These persons who are the duly elected or appointed directors and ofeersof Bethesda immediately prior to the Effective Time shall, after the Merger. continue to serve asthe directors and officers of Bethesda as the surviving corporation without change, subject to thepmvislons of the Bylaws OF Bethesda as the surviving cotporatiott, until their successors havebeen duly elected, appointed and/or qualied in accordance with the laws of the State ofWisconsin. the Amended Articles of Incorporation ofBethesda and the Bylaws of Bethesda.

4. Qffecijve Time of Merger. The effwtivo date and time (Effective Time) of theMerger shall be 12:0! em. on September 1, 2009. -

5. Articles of Merger. Following the approval of this Plan of Merger, theappropriate ofcers of Bethesda and Good Shepherd shall prepare and execute the Articles ofMerger of Bethesda and Good Shephetld and shall le such Articles of Merger with theWisconsin Department of Financial institutions pursuant to Section 181.1105 of the WisconsinStatutes and shall further execute such documents and make such lings with the CaliforniaSecretary of State's Office as are required pursuant to the applicable provisions of the CaliforniaCorporations Code. Such officers are further authorized and directed to do any and all otherthings necessary or appropriate to consummate the Merger.

5. Membership Inggres. At end as of the Eecve Time of the Merger, themembership of Bethesda in Good Shepherd shall be deemed surrendered and shall terminate andthe Members of Bethesda shall be and remain the members of Bethesda as the survivingcorporation. ,

Agreed to and approved by the undersigned constituent corporations as of the date andyour first written above.

GOOD SHEPHERD LUTHERAN HOME BETHESDA LUTHERAN HOMES ANDon THE wnsr SERVICES, INC.

C

By: By: wJeniymcauunarsn. Vl\:e President . terrmy A. Knczmamlti, Vice President

.3.account HAN OF MERGER W_GxO E-lEPHRlJ LU'l'HER.AN H53-IE

vontiriesenaiioper @0l0!0l0

t

TEMPLATE United States of America2-2000

State of Wisconsin

DEPARTMENT OF FINANCIAL INSTITUTIONS

To All to Whom These Presents Shall Come, Greeting:

I, RAY ALLEN, Deputy Administrator of the Division of Corporate & Consumer Services of theDepartment of Financial Institutions, do hereby certify that Articles of Merger were led with this departmentmerging

GOOD SHEPHERD LUTHERAN HOME OF THE WEST (an unlicensed California corporation)(non-survivor)

into

BETHESDA LUTHERAN HOMES AND SERVICES, INC. (a Wisconsin domestic corporation)(survivor)

changing the survivors name to the present name of BETHESDA LUTHERAN COMMUNITIES, INC.effective September 1, 2009.

IN TESTIMONY WHEREOF, I havehereunto set my hand and aixed the oicial sealof the Department on August 31, 2009.

/

\

RAY ALLEN, Deputy AdministratorDivision of Corporate & Consumer ServicesDepartment of Financial Institutions

BY:d

Effective July 1, 1996, the Department of Financial Institutions assumed the functions previously performed bythe Corporations Division of the Secretary of State and is the successor custodian of corporate records formerlyheld by the Secretary of State.