TY 2014 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) JAMES SMELTZER........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(2) NICK SERENYI........................................................................ CHAIR	1.00 .......................0.00	X	X	0	0
(3) DENNIS HANSEN........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(4) CAROLINE KIM........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(5) LAWRENCE APPEL........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(6) DAVID LINGRELL........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(7) THOMAS ETTINGER........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(8) PHYLLIS SCHMITZ........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(9) GUFFRIE SMITH........................................................................ VICE CHAIR	1.00 .......................0.00	X	X	0	0
(10) RICHARD FINDLEY........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(11) GEORGE A TJIATTAS........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(12) LORRAINE SEXTON........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(13) NORMA TYLER........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(14) P GARY WIENKEN........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(15) DONALD TRISSLER........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(16) ARTHUR ELGIN........................................................................ DIRECTOR	1.00 .......................0.00	X		0	0
(17) DOUGLAS LEIDIG........................................................................ PRESIDENT	1.00 .......................65.00	X	X	392,943	23,595

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(18) ANDREW JOSEPH........................................................................ SECRETARY, ASST. TREASURER	1.00 .......................55.00	X	0	203,122	21,320
(19) MICHAEL CONNELL........................................................................ TREASURER	1.00 .......................65.00	X	0	313,960	23,595
(20) SUE DACAMARA........................................................................ SR. VICE PRESIDENT	1.00 .......................65.00	X	0	338,920	20,864
(21) ANDREW APPLEGATE........................................................................ VICE PRESIDENT	50.00 .......................1.00	X	188,195	0	20,723
(22) BRAD ANDRUS........................................................................ ASST. SECRETARY	1.00 .......................40.00	X	0	115,032	4,601
(23) MELISSA HADLEY........................................................................ VICE PRESIDENT	1.00 .......................50.00	X	0	230,182	23,180
(24) JIM SCHNEIDER........................................................................ VICE PRESIDENT	1.00 .......................50.00	X	0	173,153	17,485
(25) ROBIN STERN........................................................................ VICE PRESIDENT	1.00 .......................50.00	X	0	177,864	20,310
(26) KIM EHRENFRIED........................................................................ ASSISTANT TREASURER	1.00 .......................65.00	X	0	181,068	20,438
(27) PEGGY CRESPI KAPLAN........................................................................ V.P., ASST. SECRETARY	1.00 .......................65.00	X	0	321,219	20,864
(28) HENRY MOEHRING........................................................................ VICE PRESIDENT	1.00 .......................50.00	X	0	236,632	22,660
(29) RENEE REYNOLDS........................................................................ ASST. SECRETARY	40.00 .......................1.00	X	125,290	0	10,639
(30) DEBBIE BARRIS........................................................................ ASST. SECRETARY	1.00 .......................40.00	X	0	71,718	14,388

(A) Name and business address	(B) Description of services	(C) Compensation
SODEXO INC & AFFILIATES PO BOX 536922 ATLANTA,GA30353	FOOD SERVICE	2,168,104
FLAGSHIP REHABILITATION SERVICES 157 BALTIMORE STREET CUMBERLAND,MD21502	REHABILITATION SERVICE	639,746
MATTHEW KEEN CONSTRUCTION 9250 PARDOE ROAD LUSBY,MD20657	CONSTRUCTION SERVICE	343,479
THW DESIGN 2100 RIVER EDGE PKWY SUITE 900 ATLANTA,GA30328	CONSTRUCTION SERVICE	306,584
ALLIED BARTON SECURITY SERVICES LLC 161 WASHINGTON STREET SUITE 600 CONSHOHOCKEN,PA19428	SECURITY SERVICE	229,529
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 9

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....	344,847		344,847
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages ....	4,612,536	4,212,614	399,922
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	126,839	117,562	9,277
9	Other employee benefits .......	473,867	276,940	196,927
10	Payroll taxes ...........	364,379	320,674	43,705
11	Fees for services (non-employees):
a	Management ......	969,200		912,149	57,051
b	Legal .........	29,208		29,208
c	Accounting ...........	37,754		37,754
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	1,786,423	1,744,747	41,676
12	Advertising and promotion ....	166,771	163,847	2,924
13	Office expenses .......	509,042	450,793	58,249
14	Information technology ......	492,657	3,500	489,157
15	Royalties ..
16	Occupancy ...........	1,909,647	1,903,355	6,292
17	Travel ............	41,470	25,487	15,983
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....
20	Interest ...........	2,460,344	2,449,841	10,503
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	2,904,928	2,892,527	12,401
23	Insurance ..............	93,648		93,648
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	FOOD	872,196	872,196
b	REPAIRS & MAINTENANCE	599,536	574,005	25,531
c	PHARMACY	121,313	121,313
d	MEDICAL SUPPLIES	107,065	107,065	0
e	All other expenses	113,120	1,066	112,054
25	Total functional expenses. Add lines 1 through 24e	19,136,790	16,237,532	2,842,207	57,051
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	19,660	1	17,455
2	Savings and temporary cash investments .........	6,950,752	2	6,995,719
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............	607,644	4	541,949
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
			5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
			6
7	Notes and loans receivable, net .............	270,600	7	1,121,160
8	Inventories for sale or use ..............	21,835	8	23,690
9	Prepaid expenses and deferred charges ..........	1,831,336	9	1,508,621
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	82,776,562
b	Less: accumulated depreciation .....	10b	33,909,634	49,069,938	10c	48,866,928
11	Investments—publicly traded securities ..........	314,215	11	270,849
12	Investments—other securities. See Part IV, line 11 .....		12
13	Investments—program-related. See Part IV, line 11 .....		13
14	Intangible assets ...............		14
15	Other assets. See Part IV, line 11 ...........	2,057,651	15	2,060,145
16	Total assets. Add lines 1 through 15 (must equal line 34)......	61,143,631	16	61,406,516
	17	Accounts payable and accrued expenses .........	1,331,030	17	1,233,629
18	Grants payable .................		18
19	Deferred revenue ................	25,330,653	19	27,133,210
20	Tax-exempt bond liabilities .............	34,437,620	20	32,670,099
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ....		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	37,344,708	25	38,114,148
26	Total liabilities. Add lines 17 through 25.........	98,444,011	26	99,151,086
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	-39,213,142	27	-39,684,244
28	Temporarily restricted net assets ...........	321,683	28	324,285
29	Permanently restricted net assets ...........	1,591,079	29	1,615,389
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	-37,300,380	33	-37,744,570
34	Total liabilities and net assets/fund balances ........	61,143,631	34	61,406,516

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

ASBURY SOLOMONSINC

Employer identification number

52-1862675

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

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 governmental unit or from the general public described in section 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 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income 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 Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............................

Provide the following information about the supported organization(s).

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

Page 2

Part II

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 Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support Add lines 7 through 10.

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. 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 ....................... right arrow

33 1/3% support test—2013. 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 qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2014. 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-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .			149,587	204,165	188,198	541,950
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......	17,670,487	18,901,944	19,053,395	19,081,536	19,692,970	94,400,332
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.	17,670,487	18,901,944	19,202,982	19,285,701	19,881,168	94,942,282
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...						0
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.	53,821	135,352	222,847	176,777	300,892	889,689
c	Add lines 7a and 7b..	53,821	135,352	222,847	176,777	300,892	889,689
8	Public support (Subtract line 7c from line 6.)						94,052,593

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
9	Amounts from line 6...	17,670,487	18,901,944	19,202,982	19,285,701	19,881,168	94,942,282
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	108,585	161,321	145,604	170,942	170,192	756,644
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	108,585	161,321	145,604	170,942	170,192	756,644
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..	17,779,072	19,063,265	19,348,586	19,456,643	20,051,360	95,698,926

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

98.280 %

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

99.290 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

0.790 %

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

0.710 %

19a

33 1/3% support tests—2014. 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 qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2013. 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 qualifies as a publicly supported organization .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Name of the organization

ASBURY SOLOMONSINC

Employer identification number

52-1862675

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 2

Name of organization ASBURY SOLOMONSINC

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	,	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 3

Name of organization ASBURY SOLOMONSINC

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 4

Name of organization
ASBURY SOLOMONSINC

Employer identification number

52-1862675

Part III

Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10)
that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

ASBURY SOLOMONSINC

Employer identification number

52-1862675

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2014

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII .......

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	1,591,079	1,128,873	1,097,392	1,110,712	1,017,810
b	Contributions ........
c	Net investment earnings, gains, and losses	24,310	462,206	31,481		92,902
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........				13,320
f	Administrative expenses ....
g	End of year balance ......	1,615,389	1,591,079	1,128,873	1,097,392	1,110,712

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

100.000 %

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

Yes

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Yes

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	5,803,678		5,803,678
b	Buildings ................	69,041,672	28,275,774	40,765,898
c	Leasehold improvements ............
d	Equipment ................	5,978,921	5,322,296	656,625
e	Other .................	1,952,291	311,564	1,640,727
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				48,866,928

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
DUE TO ACOMM		5,441,602
PROJECTED REFUND OF STANDARD ENTRANCE FEES		723,983
VALUATION OF DERIVATIVE INSTRUMENT		6,031,816
DEPOSITS FROM PROSPECTIVE RESIDENTS		431,295
CONTINGENT REFUNDABLE ENTRANCE FEE LIABILITY		25,140,452
ENTRANCE FEES REFUNDABLE		345,000



Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		38,114,148
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	18,898,896
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	1,845
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d	-1,177,140
e	Add lines 2a through 2d .....................			2e	-1,175,295
3	Subtract line 2e from line 1.....................			3	20,074,191
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................			4c	0
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	20,074,191

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	19,343,086
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d	206,296
e	Add lines 2a through 2d......................			2e	206,296
3	Subtract line 2e from line 1.....................			3	19,136,790
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................			4c	0
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	19,136,790

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
PART V, LINE 4:	THE INTENDED USE OF THE ORGANIZATION'S ENDOWMENT FUNDS IS TO PROVIDE BENEVOLENT CARE.
PART X, LINE 2:	ASBURY SOLOMONS IS EXEMPT FROM FEDERAL INCOME TAXES PURSUANT TO SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE; ACCORDINGLY, NO PROVISION FOR INCOME TAXES IS REQUIRED. ASBURY COMMUNITIES HAS IMPLEMENTED PROCESSES TO ENSURE COMPLIANCE WITH THE INTERNAL REVENUE SERVICE'S INTERMEDIATE SANCTIONS PROVISIONS FOR ALL ITS SUPPORTED ORGANIZATIONS, INCLUDING ASBURY SOLOMONS. THIS INCLUDES AN INDEPENDENT REVIEW BY THE BOARD'S COMPENSATION COMMITTEE OF ALL COMPENSATION ARRANGEMENTS WITH DISQUALIFIED PERSONS, RETENTION OF OUTSIDE COUNSEL AND OUTSIDE COMPENSATION CONSULTANTS TO PROVIDE INDEPENDENT THIRD-PARTY REVIEW AND ADVISEMENT, AND THE IMPLEMENTATION OF A DETAILED CONFLICT-OF-INTEREST POLICY AND ANNUAL DISCLOSURE PROCESSES FOR ALL DISQUALIFIED PERSONS. THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION MUST BE RECOGNIZED ONLY IF IT IS MORE-LIKELY-THAN-NOT THAT THE TAX POSITION WILL BE SUSTAINED UPON EXAMINATION BY THE TAXING AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFITS RECOGNIZED IN THE FINANCIAL STATEMENTS FROM SUCH A POSITION ARE MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE RESOLUTION. THE COMPANY IS NOT AWARE OF ANY TAX POSITIONS THAT WOULD HAVE A MATERIAL IMPACT ON THE COMPANY'S RESULTS OF OPERATIONS OR FINANCIAL POSITION. THE COMPANY'S INCOME TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL, STATE, AND LOCAL AUTHORITIES. THE COMPANY IS NOT AWARE OF ANY ACTIVITIES THAT WOULD JEOPARDIZE ITS TAX-EXEMPT STATUS. THE TAX RETURNS FOR THE YEARS 2011 TO 2013 ARE OPEN TO EXAMINATION BY FEDERAL, LOCAL, AND STATE AUTHORITIES
PART XI, LINE 2D RECONCILING ITEMS:	UNREALIZED GAIN ON CHANGE IN MARKET VALUE OF DERIVATIVES -1,210,348 CHANGE IN BENEFICIAL INTEREST IN ASBURY FOUNDATION ASSETS 26,912 RENT EXPENSE 6,296 TOTAL TO SCHEDULE D, PART XI, LINE 2D -1,177,140
PART XII, LINE 2D - RECONCILING ITEMS:	RENTAL EXPENSE 6,296 TRANSFERS TO ACOMM 200,000 TOTAL TO SCHEDULE D, PART XII, LINE 2D 206,296

Schedule D (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

ASBURY SOLOMONSINC

Employer identification number

52-1862675

Part I

Questions Regarding Compensation

Yes

Check the appropiate 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.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are 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 III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2014

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1DOUGLAS LEIDIGPRESIDENT	(i) (ii)	0 ............................... 392,133	0 ............................... 0	0 ............................... 810	0 ............................... 10,400	0 ............................... 13,195	0 ............................... 416,538	0 ............................... 0
2ANDREW JOSEPHSECRETARY, ASST. TREASURER	(i) (ii)	0 ............................... 202,456	0 ............................... 0	0 ............................... 666	0 ............................... 8,125	0 ............................... 13,195	0 ............................... 224,442	0 ............................... 0
3MICHAEL CONNELLTREASURER	(i) (ii)	0 ............................... 313,420	0 ............................... 0	0 ............................... 540	0 ............................... 10,400	0 ............................... 13,195	0 ............................... 337,555	0 ............................... 0
4SUE DACAMARASR. VICE PRESIDENT	(i) (ii)	0 ............................... 336,598	0 ............................... 0	0 ............................... 2,322	0 ............................... 10,400	0 ............................... 10,464	0 ............................... 359,784	0 ............................... 0
5ANDREW APPLEGATEVICE PRESIDENT	(i) (ii)	187,579 ............................... 0	0 ............................... 0	616 ............................... 0	7,528 ............................... 0	13,195 ............................... 0	208,918 ............................... 0	0 ............................... 0
6MELISSA HADLEYVICE PRESIDENT	(i) (ii)	0 ............................... 229,023	0 ............................... 0	0 ............................... 1,159	0 ............................... 9,207	0 ............................... 13,973	0 ............................... 253,362	0 ............................... 0
7JIM SCHNEIDERVICE PRESIDENT	(i) (ii)	0 ............................... 170,769	0 ............................... 0	0 ............................... 2,384	0 ............................... 6,926	0 ............................... 10,559	0 ............................... 190,638	0 ............................... 0
8ROBIN STERNVICE PRESIDENT	(i) (ii)	0 ............................... 176,989	0 ............................... 0	0 ............................... 875	0 ............................... 7,115	0 ............................... 13,195	0 ............................... 198,174	0 ............................... 0
9KIM EHRENFRIEDASSISTANT TREASURER	(i) (ii)	0 ............................... 180,474	0 ............................... 0	0 ............................... 594	0 ............................... 7,243	0 ............................... 13,195	0 ............................... 201,506	0 ............................... 0
10PEGGY CRESPI KAPLANV.P., ASST. SECRETARY	(i) (ii)	0 ............................... 317,655	0 ............................... 0	0 ............................... 3,564	0 ............................... 10,400	0 ............................... 10,464	0 ............................... 342,083	0 ............................... 0
11HENRY MOEHRINGVICE PRESIDENT	(i) (ii)	0 ............................... 234,387	0 ............................... 0	0 ............................... 2,245	0 ............................... 9,465	0 ............................... 13,195	0 ............................... 259,292	0 ............................... 0

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation
PART I, LINE 3	THE COMPENSATION OF THE ORGANIZATION'S CEO/EXECUTIVE DIRECTOR IS APPROVED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF ASBURY COMMUNITIES, INC. THE FULL BOARD IS INFORMED BUT IS NOT TASKED WITH APPROVING.

Schedule J (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990.
SchKMediumBullet

Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization
ASBURY SOLOMONSINC

Employer identification number
52-1862675

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	CITY OF GAITHERSBURG (MARYLAND)	52-6000792	363128BK4	11-30-2006	11,838,152	CURRENT REFUNDING		X		X	X
B	CITY OF GAITHERSBURG (MARYLAND)	52-6000792	363128CB3	12-16-2009	24,969,983	CURRENT REFUNDING		X		X	X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	6,231,233		6,231,233
2 Amount of bonds legally defeased . . . . . . . . . . .
3 Total proceeds of issue . . . . . . . . . . . . . .	11,838,152		24,969,983
4 Gross proceeds in reserve funds . . . . . . . . . . . .	1,091,594		764,556
5 Capitalized interest from proceeds . . . . . . . . . . .
6 Proceeds in refunding escrows . . . . . . . . . . . .
7 Issuance costs from proceeds . . . . . . . . . . . .	228,529		499,399
8 Credit enhancement from proceeds . . . . . . . . . . .
9 Working capital expenditures from proceeds . . . . . . . . .
10 Capital expenditures from proceeds . . . . . . . . . . .
11 Other spent proceeds . . . . . . . . . . . . . .	10,518,029		23,706,028
12 Other unspent proceeds . . . . . . . . . . . . . .
13 Year of substantial completion . . . . . . . . . . . .	2006		2009
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X		X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .	X		X

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2014

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?	X		X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0.570 %		0.570 %
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .
6 Total of lines 4 and 5 . . . . . . . . . . . . .	0.570 %		0.570 %
7 Does the bond issue meet the private security or payment test? . . . . .		X		X
8a Has there been a sale or disposition of any of the bond-financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of.
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? . . . . . . .	X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate? . .		X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .		X	X
b Exception to rebate? . . . . . . . .	X			X
c No rebate due? . . . . . . . .		X		X
If "Yes" to line 2c, provide in Part VI the date the rebate computation was performed . . . . . .
3 Is the bond issue a variable rate issue? . . . .		X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X		X
b Name of provider . . . . . . . . .
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . .
e Was the hedge terminated? . . . . . .

Schedule K (Form 990) 2014

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X		X
b Name of provider . . . . . . . . .
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X

Part VI

Supplemental Information. Provide additional information for responses to questions on Schedule K (see instructions).

Return Reference	Explanation
SCHEDULE K, PART I, ROWS A AND B, COLUMN (E):	THE ORGANIZATION IS A MEMBER OF AN OBLIGATED GROUP. THE ENTRY SHOWN IN COLUMN (E) REPRESENTS THE PORTION OF THE TOTAL ISSUE PRICE ALLOCATED TO THE ORGANIZATION.
SCHEDULE K, PART II, ROWS A AND B, LINES 4 AND 7:	THESE AMOUNTS REPRESENT A PRO RATA PORTION OF THE TOTAL BASED ON THE PORTION OF THE TOTAL ISSUE PRICE ALLOCATED TO THE ORGANIZATION.

Schedule K (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

ASBURY SOLOMONSINC

Employer identification number

52-1862675

Return Reference	Explanation
FORM 990, PART III, LINE 4	AS A NOT-FOR-PROFIT ORGANIZATION, ASBURY SOLOMONS, INC. IS COMMITTED TO BEING A VALUED MEMBER OF THE SOUTHERN MARYLAND COMMUNITY. OUR LEADERS, ASSOCIATES AND RESIDENTS WORK WITH COMMUNITY SERVICE ORGANIZATIONS, HEALTH PROVIDERS AND FOUNDATIONS ON PROGRAMS IDENTIFIED AS NEEDED IN THE LOCAL COMMUNITY, COMPORT WITH ASBURY'S MISSION TO "DO ALL THE GOOD WE CAN" AND THAT FOCUS ON FOUR AREAS IN PARTICULAR. THESE BROAD CATEGORIES ARE: BENEVOLENT CARE, TRAINING THE NEXT GENERATION OF LEADERS IN THE SENIOR SERVICES PROFESSIONS, WORKING WITH AND SUPPORTING OTHER SENIOR SERVICES ORGANIZATIONS, AND GOING GREEN AND SUSTAINABLE. ASBURY SOLOMONS' COMMUNITY BENEFIT WORK IS FOCUSED ON IMPROVING THE LIVES OF THOSE WHO LIVE IN THE COMMUNITY IN WHICH THE SERVICES ARE PROVIDED, REGARDLESS OF WHETHER THE INDIVIDUALS LIVE ON OR OFF AN ASBURY CAMPUS. TO ACHIEVE THIS GOAL ASBURY OFTEN WORKS WITH OTHER COMMUNITY ORGANIZATIONS. ASBURY SOLOMONS WORKS HARD EACH YEAR TO EXPAND ITS WORK IN THE COMMUNITY ON MEANINGFUL WAYS THAT IT CAN SUSTAIN AND GROW. EXAMPLES OF ASBURY SOLOMONS' ACTIVITIES ARE SET FORTH BELOW. IN THE AREA OF SUPPORTING THE LOCAL COMMUNITY AND SENIOR SERVICES, ASBURY SOLOMONS HOSTED, PROVIDED STRATEGIC PLANNING, AND RAISED MORE THAN $4,000 FOR THE AREA CHAPTER OF THE ALZHEIMER'S ASSOCIATION'S ANNUAL WALK TO END ALZHEIMER'S. THE DINING SERVICES DEPARTMENT PROVIDED FOOD AND BEVERAGE SERVICES FOR THE EVENT. SOLOMONS HOSTED THE LOCATION FOR THE ALZHEIMER'S ASSOCIATION MONTHLY MEETING.THE EXECUTIVE DIRECTOR AT SOLOMONS IS THE CHAIRMAN OF THE CALVERT COUNTY CHAMBER OF COMMERCE BOARD OF DIRECTORS AND ACTIVELY PARTICIPATED AND LED MONTHLY MEETINGS OF THE ORGANIZATION AND BUSINESS AFTER HOURS NETWORKING EVENTS. HE SERVED ON THE CALVERT COUNTY FUND ADVISORY BOARD WHICH PROVIDES LEADERSHIP AND OVERSIGHT TO THE COUNTY. SOLOMONS DONATED SPACE TO VARIOUS COMMUNITY ORGANIZATIONS FOR THEIR MEETINGS AND HOSTED AN ART SHOW FOR THE CALVERT ARTIST'S GUILD. DONATED USE OF THE COMMUNITY FOR MUSICAL PERFORMANCE FOR THE BROADER COMMUNITY AND AUDITORIUM SPACE AND PIANO USAGE FOR PIANO RECITAL. THE DIRECTOR OF NURSING PARTICIPATED IN MONTHLY PACCT (PARTNERS IN ACCOUNTABLE CARE COLLABORATION & TRANSITIONS) MEETINGS AT CALVERT COUNTY MEMORIAL HOSPITAL WHEREBY PROFESSIONALS MEET TO DISCERN BEST PRACTICES AND SEAMLESS TRANSITION OF RESIDENTS BETWEEN HOSPITAL AND HOME. IN THE AREA OF GOING GREEN AND SUSTAINABLE DESIGN, ASBURY SOLOMONS ,THE RESIDENT-RUN GO GREEN COMMITTEE AT ASBURY SOLOMONS HAS PLANTED YOUNG OYSTERS ON ITS PROPERTY BREAKWATERS. INITIALLY INVOLVED IN THE PROJECT THROUGH THE SOUTHERN MARYLAND OYSTER CULTIVATION SOCIETY STARTING IN 2010, THE COMMITTEE APPLIED FOR AND RECEIVED ITS OWN PERMIT TO FOSTER OYSTER GROWTH WHEN THE LOCAL GROUP DISBANDED IN 2013. IN THE PAST FIVE YEARS, RESIDENTS ON THE GO GREEN COMMITTEE AND LOCAL PARTNERS HAVE PLANTED APPROXIMATELY 700,000 OYSTERS ON THE COMMUNITY'S BREAKWATERS IN THE PATUXENT RIVER, CONTRIBUTING TO THIS CHESAPEAKE BAY TRIBUTARY'S HEALTH THROUGH THE OYSTERS' NATURAL CAPACITY AS WATER FILTERS.
FORM 990, PART VI, SECTION A, LINE 1	THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS CAN ACT IN PLACE OF THE BOARD BETWEEN MEETINGS. ALL MEMBERS OF THE EXECUTIVE COMMITTEE ARE MEMBERS OF THE BOARD OF DIRECTORS. WE HAVE REPORTED TEN INDEPENDENT VOTING MEMBERS OF THE GOVERNING BODY. THE NON-INDEPENDENT BOARD MEMBERS CONSIST OF ONE EMPLOYEE OF ASBURY COMMUNITIES, INC., AND INVESTMENT ADVISORY TO THE ASBURY COMMUNITIES, INC. 401(K) PLAN, ONE RESIDENT OF ASBURY SOLOMONS, INC., ONE RESIDENT OF BETHANY VILLAGE AND ONE RESIDENT OF ASBURY METHODIST VILLAGE.
FORM 990, PART VI, SECTION A, LINE 4	THE ORGANIZATION HAS MADE SIGNIFICANT CHANGES TO THE ORGANIZATIONAL DOCUMENTS INCLUDING THAT BOARD MEMBERS SHALL BE ELECTED FOR TERMS OF 1 YEAR.
FORM 990, PART VI, SECTION A, LINE 6	ASBURY SOLOMONS, INC HAS ONE MEMBER. THE SOLE MEMBER IS ASBURY COMMUNITIES, INC.
FORM 990, PART VI, SECTION A, LINE 7A	ASBURY COMMUNITIES, INC. IS THE SOLE MEMBER OF ASBURY SOLOMONS, INC. AND ELECTS THE GOVERNING BODY.
FORM 990, PART VI, SECTION A, LINE 7B	ONLY CERTAIN DECISIONS OF THE GOVERNING BODY ARE SUBJECT TO ASBURY COMMUNITIES INC.'S APPROVAL. THESE DECISIONS INCLUDE: (1) MANAGEMENT SERVICES RELATIONSHIPS AND CONTRACTS; (2) ANY ORGANIZATIONAL CHANGE IN GENERAL, INCLUDING MERGERS, SALES, LEASES, ETC. OF SUBSTANTIALLY ALL OF THE ASSETS AND THE CREATION OF NEW ENTITIES; (3) AMENDMENTS TO MISSION OR VISION STATEMENTS; (4) AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS.
FORM 990, PART VI, SECTION B, LINE 11	ASBURY COMMUNITIES IS THE SOLE MEMBER OF ASBURY ATLANTIC INC., ASBURY SOLOMONS INC., INVERNESS VILLAGE, AN OKLAHOMA NOT FOR PROFIT CORPORATION AND ASBURY COMMUNITIES HCBS, INC. ASBURY COMMUNITIES HAS A SYSTEM WIDE AUDIT COMMITTEE. THE ASBURY COMMUNITIES BOARD OF DIRECTORS HAS DELEGATED A REVIEW OF THE FORM 990 TO THE SYSTEM AUDIT COMMITTEE WHICH PERFORMED THEIR REVIEW ON OCTOBER 28TH. THE ASBURY COMMUNITIES, INC., FOUNDATION, ASBURY ATLANTIC, ASBURY SOLOMONS, ASBURY COMMUNITIES HCBS, AND INVERNESS VILLAGE BOARD OF DIRECTORS WERE FORWARDED A COPY OF THEIR RESPECTIVE DRAFT FORM 990 FOR THEIR REVIEW AND PROVIDED A LINK TO RECORDING OF THE AUDIT COMMITTEE MEETING IF MEMBERS CHOSE TO LISTEN TO THE MEETINGS AS THEY REVIEWED ANY OF THE FORM 990S. ALL DIRECTORS MAY POSE QUESTIONS OR ASK FOR CLARIFICATION FROM THE STAFF AND AUDIT COMMITTEE.
FORM 990, PART VI, SECTION B, LINE 12C	THE ASBURY COMMUNITIES CONFLICT OF INTEREST POLICY WAS APPROVED BY THE BOARD OF DIRECTORS. THE ASSISTANT GENERAL COUNSEL IS RESPONSIBLE FOR THE POLICY AND OVERSEES THE IMPLEMENTATION OF THE PROCESS. ALL THE ENTITIES WITHIN THE ASBURY COMMUNITIES SYSTEM ARE SUBJECT TO THE POLICY. ANNUALLY, THE COMPLIANCE OFFICER CONDUCTS A COMPREHENSIVE CONFLICT DISCLOSURE PROCESS COVERING ALL MEMBERS OF THE GOVERNING BOARDS, SYSTEM WIDE COMMITTEES, AND INDIVIDUALS IN MANAGEMENT POSITIONS. EACH PERSON COMPLETES A CONFLICT DISCLOSURE FORM AND IS ADVISED OF THEIR FIDUCIARY OBLIGATIONS. THE COMPLIANCE OFFICER, WHO HAD A DIRECT REPORTING LINE TO THE CHAIR OF THE AUDIT COMMITTEE AND REPORTS QUARTERLY TO THE AUDIT COMMITTEE, ANALYZES ALL DISCLOSURE FORMS FOR POTENTIAL CONFLICTS, AND PREPARES A REPORT FOR THE SYSTEM-WIDE AUDIT COMMITTEE. A SUMMARY IS THEN PRESENTED TO THE BOARD OF DIRECTORS AT THE ANNUAL MEETING. WHEN A CONFLICT OF INTEREST ARISES, THE INDIVIDUAL WILL BE REQUIRED TO RECUSE HIM OR HERSELF FROM THE BOARD DELIBERATIONS AND VOTE.
FORM 990, PART VI, SECTION B, LINE 15	THE SYSTEM WIDE COMPENSATION COMMITTEE MEETS WITH THE INDEPENDENT COMPENSATION CONSULTANT, AND BASED ON INFORMATION PROVIDED TO THE COMMITTEE MAKES RECOMMENDATIONS REGARDING COMPENSATION AND BENEFITS TO THE EXECUTIVE COMMITTEE WHICH IS CHARGED BY THE FULL BOARD WITH DECISIONS REGARDING COMPENSATION. THE FULL BOARD(S) OF ASBURY COMMUNITIES AND ASBURY ATLANTIC/ASBURY SOLOMONS EACH RECEIVE A PRESENTATION ONCE A YEAR ON EXECUTIVE COMPENSATION AND BENEFITS. THE VICE PRESIDENT OF HUMAN RESOURCES IS PRESENT TO GIVE BOARD MEMBERS AN OPPORTUNITY TO ASK QUESTIONS AND TO PROVIDE SALARIES AND GRADE LEVELS FOR THEIR REVIEW. THE SYSTEM WIDE COMPENSATION COMMITTEE IS COMPOSED OF 5 VOTING MEMBERS, THE VICE PRESIDENT OF HUMAN RESOURCES (NON-VOTING), A RETAINED ATTORNEY (NON-VOTING; RECORDS PROCEEDINGS IN MINUTES), AND IS ADVISED BY TOWERS WATSON (A COMPENSATION CONSULTING FIRM). THE SYSTEM WIDE COMPENSATION COMMITTEE HOLDS A MINIMUM OF 4 MEETINGS EACH YEAR. AT THE FALL MEETING THEY REVIEW TOWERS WATSON DATA AND REPORTS IN ORDER TO MAKE RECOMMENDATIONS REGARDING SALARIES AND BENEFITS. THIS ANNUAL REVIEW ALSO ENSURES COMPLIANCE WITH IRS INTERMEDIATE SANCTIONS REQUIREMENTS. THE EXECUTIVE COMMITTEE ULTIMATELY REVIEWS/APPROVES/ AND OR ADJUSTS RECOMMENDATIONS FROM THE SYSTEM WIDE COMPENSATION COMMITTEE AND SETS COMPENSATION. THE PROCESS WAS LAST REVIEWED IN 2014.
FORM 990, PART VI, SECTION C, LINE 19	THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. THE GOVERNING DOCUMENTS ARE AVAILABLE IN THE RESIDENT LIBRARIES. THE AUDITED FINANCIAL STATEMENTS ARE AVAILABLE FOR PUBLIC VIEWING ON THE ORGANIZATION'S WEBSITE.
FORM 990, PART VII, SECTION A	THE OFFICERS THAT HAVE COMPENSATION FROM RELATED ORGANIZATIONS REPORTED IN PART VII, SECTION A, COLUMN E OF THE FORM 990 PROVIDE EXECUTIVE MANAGEMENT SUPPORT AND OVERALL GUIDANCE TO ASBURY SOLOMONS, INC. AS WELL AS THE OTHER RELATED AND SUPPORTED ORGANIZATIONS OF ASBURY COMMUNITIES, INC. THERE ARE OVER 2,100 TOTAL EMPLOYEES IN THE ASBURY COMMUNITIES, INC. SYSTEM. THE 2014 CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR ASBURY COMMUNITIES, INC. HAD TOTAL REVENUES OF $179.2 MILLION AND TOTAL ASSETS IN EXCESS OF $568 MILLION.
FORM 990, PART XI, LINE 9:	NET UNREALIZED GAIN ON CHANGE IN MARKET VALUE OF DERIVATIVE INSTRUMENTS -1,210,348. CAPITAL TRANSFER TO ACOMM -200,000. CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF ASBURY FOUNDATION, INC. 26,912.
FORM 990, PART IX, LINE 11A	FEES FOR SERVICE-MANAGEMENT ASBURY, TO BETTER REFLECT THE RELATIONSHIP BETWEEN FUNDRAISING EXPENSE AND FUNDS RAISED, HAS REASSIGNED EMPLOYEES WHO WERE PREVIOUSLY EMPLOYED BY THE ASBURY FOUNDATION TO THE ENTITY WHERE THEY DEDICATE THEIR TIME.
FORM 990, SCHEDULE K, PART II	SCHEDULE K- ALLOCATION OF TOTAL PROCEEDS OF ISSUE (SERIES 2009B MD BONDS) THE PROCEEDS OF THE SERIES 2009B MD BONDS (CUSIP #363128CB3) ISSUED BY THE CITY OF GAITHERSBURG (MD) WERE ALLOCATED BETWEEN 2 ENTITIES: ASBURY ATLANTIC, INC. (EIN 52-0607956) AND ASBURY SOLOMONS, INC. (EIN 52-1862675). THE TOTAL PROCEEDS FROM THE ISSUE OF THE SERIES 2009B MD BONDS IS $43,820,000 AND IS ALLOCATED AS FOLLOWS: ASBURY ATLANTIC, INC. $17,884,081 ASBURY SOLOMONS, INC. $25,935,919

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

ASBURY SOLOMONSINC

Employer identification number

52-1862675

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) ASBURY COMMUNITIES INC 20030 CENTURY BOULEVARD GERMANTOWN,MD20874 52-1862677	MANAGEMENT SERVICES	MD	501(C) (3)	LINE 11C, III-FI			No
(2) INVERNESS VILLAGE 20030 CENTURY BOULEVARD GERMANTOWN,MD20874 52-1862674	HOUSING AND HEALTHCARE FOR OLDER ADULTS	OK	501(C) (3)	LINE 9	ASBURY COMMUNITIES INC		No
(3) ASBURY ATLANTIC INC 20030 CENTURY BOULEVARD GERMANTOWN,MD20874 52-0607956	HOUSING AND HEALTHCARE FOR OLDER ADULTS	MD	501(C) (3)	LINE 9	ASBURY COMMUNITIES INC		No
(4) ASBURY FOUNDATION INC 20030 CENTURY BOULEVARD GERMANTOWN,MD20874	RAISING FUNDS FOR CHARITY CARE	MD	501(C) (3)	LINE 7	ASBURY COMMUNITIES INC		No
(5) AFFILIATED ASSOCIATES INC 20030 CENTURY BOULEVARD GERMANTOWN,MD20874	EMPLOYEE PAYMASTER COMPANY	MD	501(C) (3)	LINE 11C, III-FI	ASBURY COMMUNITIES INC		No
(6) ASBURY COMMUNITIES HCBS INC 20030 CENTURY BOULEVARD GERMANTOWN,MD20874 45-0634490	HOME CARE FOR OLDER ADULTS	MD	501(C) (3)	LINE 9	ASBURY COMMUNITIES INC		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2014

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No
(1) THE ASBURY GROUP INC 20030 CENTURY BOULEVARD GERMANTOWN,MD20874 20-5038820	MANAGEMENT SERVICES	DE	ASBURY COMMUNITIES INC	C				No
(2) TAG MARKETING LLC 20030 CENTURY BOULEVARD GERMANTOWN,MD20874 26-2896006	MARKETING SRVCS	DE	ASBURY COMMUNITIES INC	C				No
(3) THE ASBURY GROUP INTEGRATED TECHNOLOGIES LLC 20030 CENTURY BOULEVARD GERMANTOWN,MD20874 26-2896175	INFOR & CNSLT SVCS	DE	ASBURY COMMUNITIES INC	C				No

Schedule R (Form 990) 2014

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2014

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2014

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: DOING ALL THE GOOD WE CAN BY PROVIDING EXCEPTIONAL LIFESTYLE OPPORTUNITIES TO THOSE WE SERVE
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	15
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	10
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	240
6	Total number of volunteers (estimate if necessary) .............	6	81
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	204,165	188,198
9	Program service revenue (Part VIII, line 2g) .........	19,081,536	19,692,970
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	211,141	193,108
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	3,679	-85
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	19,500,521	20,074,191
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	5,775,651	5,922,468
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 57,051
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	13,390,740	13,214,322
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	19,166,391	19,136,790
19	Revenue less expenses. Subtract line 18 from line 12.......	334,130	937,401
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	61,143,631	61,406,516
21	Total liabilities (Part X, line 26).............	98,444,011	99,151,086
22	Net assets or fund balances. Subtract line 21 from line 20.....	-37,300,380	-37,744,570

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 5,124,709 including grants of $ ) (Revenue $ 6,217,236 )
	SKILLED NURSING FACILITY: OPERATION OF A 48 BED SKILLED NURSING FACILITY (SNF) FOR THE AGED, PROVIDING 16,677 DAYS OF SERVICE IN 2014. $1,345,446 OF CONTRACTUAL ALLOWANCES WERE PROVIDED TO RESIDENTS OF THE SNF IN 2014.

4b	(Code: ) (Expenses $ 1,686,151 including grants of $ ) (Revenue $ 2,045,618 )
	ASSISTED LIVING FACILITY: OPERATION OF A 30 BED ASSISTED LIVING FACILITY FOR THE AGED, PROVIDING 8,652 DAYS OF CARE IN 2014. $55,255 OF BENEVOLENT CARE WAS PROVIDED TO ASSISTED LIVING RESIDENTS IN 2014.

4c	(Code: ) (Expenses $ 9,426,672 including grants of $ ) (Revenue $ 11,436,327 )
	RESIDENTIAL LIVING: OPERATION OF 300 RESIDENTIAL LIVING UNITS FOR THE AGED, PROVIDING 103,937 DAYS OF SERVICE IN 2014. $38,276 OF BENEVOLENT CARE AND $3,216 OF CONTRACTUAL ALLOWANCES WERE PROVIDED TO RESIDENTIAL LIVING RESIDENTS IN 2014.SEE SCHEDULE O FOR COMMUNITY BENEFITS INFORMATION.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses16,237,532

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	313,485	2,755,813	264,662

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		188,198
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			188,198
			Business Code
2a	NET SERVICE REVENUE		623312	13,193,109	13,193,109
b	AMORTIZATION OF ENTRANCE FEES		623312	3,689,519	3,689,519
c	MEDICARE/MEDICAID PAYMENTS		623312	2,737,681	2,737,681
d	OTHER OPERATING REVENUE		623312	72,661	72,661
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			19,692,970
3	Investment income (including dividends, interest, and other similar amounts).......			163,981			163,981
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents	6,211
b	Less: rental expenses	6,296
c	Rental income or (loss)	-85
d	Net rental income or (loss).......			-85			-85
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	813,145
b	Less: cost or other basis and sales expenses	784,018
c	Gain or (loss)	29,127
d	Net gain or (loss)..........			29,127			29,127
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			20,074,191	19,692,970	0	193,023


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			19,660	1	17,455
2	Savings and temporary cash investments .........			6,950,752	2	6,995,719
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			607,644	4	541,949
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............			270,600	7	1,121,160
8	Inventories for sale or use ..............			21,835	8	23,690
9	Prepaid expenses and deferred charges ..........			1,831,336	9	1,508,621
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	82,776,562
b	Less: accumulated depreciation .....	10b	33,909,634	49,069,938	10c	48,866,928
11	Investments—publicly traded securities ..........			314,215	11	270,849
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			2,057,651	15	2,060,145
16	Total assets. Add lines 1 through 15 (must equal line 34)......			61,143,631	16	61,406,516
17	Accounts payable and accrued expenses .........			1,331,030	17	1,233,629
18	Grants payable .................				18
19	Deferred revenue ................			25,330,653	19	27,133,210
20	Tax-exempt bond liabilities .............			34,437,620	20	32,670,099
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			37,344,708	25	38,114,148
26	Total liabilities. Add lines 17 through 25.........			98,444,011	26	99,151,086
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			-39,213,142	27	-39,684,244
28	Temporarily restricted net assets ...........			321,683	28	324,285
29	Permanently restricted net assets ...........			1,591,079	29	1,615,389
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			-37,300,380	33	-37,744,570
34	Total liabilities and net assets/fund balances ........			61,143,631	34	61,406,516