TY 2019 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)	(F) Estimated amount of other compensation from the organization and related organizations
(1) STEVE MILLER...................................................................... CHAIR	3.00 ................. 1.00	X	X		0	0
(2) JB CULPEPPER...................................................................... VICE-CHAIR	2.00 ................. 2.00	X	X		0	0
(3) JOAN PHARR...................................................................... TREASURER	2.00 ................. 3.00	X	X		0	0
(4) ANNE KISSEL...................................................................... SECRETARY	2.00 ................. 2.00	X	X		0	0
(5) JOHN GABOR...................................................................... MEMBER	2.00 ................. 1.00	X			0	0
(6) BILL KALKHOF...................................................................... MEMBER	2.00 ................. 2.00	X			0	0
(7) PAT MANDELL...................................................................... MEMBER	2.00 ................. 2.00	X			0	0
(8) RODGERS HARSHBARGER...................................................................... MEMBER	2.00 ................. 1.00	X			0	0
(9) JOAN PELLETTIER...................................................................... MEMBER	2.00 ................. 2.00	X			0	0
(10) BILL LEHRBURGER...................................................................... MEMBER	2.00 ................. 1.00	X			0	0
(11) RICHARD GURLITZ...................................................................... MEMBER	2.00 ................. 0.00	X			0	0
(12) PICKETT GUTHRIE...................................................................... MEMBER	2.00 ................. 1.00	X			0	0
(13) GERGORY HERMAN-GIDDENS...................................................................... MEMBER	2.00 ................. 0.00	X			0	0
(14) KEVIN MCLEOD...................................................................... CHIEF EXECUTIVE OFFICER	40.00 ................. 8.00	X	X		383,221	31,818
(15) BENJAMIN CORNTHWAITE...................................................................... CHIEF OPERATING OFFICER	40.00 ................. 0.00	X	X		236,229	31,129
(16) GARY LEVINE...................................................................... CHIEF FINANCIAL OFFICER	40.00 ................. 2.00	X	X		224,955	27,626
(17) DONNA MILLER...................................................................... MEDICAL DIRECTOR	40.00 ................. 0.00			X	203,333	14,216

(A) Name and business address	(B) Description of services	(C) Compensation
BUD MATTHEWS SERVICE INC 545 OLD FARRINGTON RD CHAPEL HILL,NC27517	PLUMBING/HVAC	1,343,593
US FOODSERVICE PO BOX 602211 CHARLOTTE,NC28260	FOOD	1,284,076
SFCS INC 305 SOUTH JEFFERSON STREET ROANOKE,VA24011	ARCHITECTURAL SERVICES	666,293
CHATHAM CARPET & INTERIORS 50 STILL WATERS DRIVE SILER CITY,NC27344	FLOORING	373,444
CAROLINA EXTERIORS 2633 SCHIEFFELIN ROAD APEX,NC27505	EXTERIOR SIDING	357,974
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 27

- 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.
right arrow

Attach to Form 990 or Form 990-EZ.
right arrow

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization

CAROLINA MEADOWS INC

Employer identification number

56-1380014

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 12, 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 (Form 990 or 990-EZ).)

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 agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

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 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

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 990-EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2019

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 failed to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2015	(b) 2016	(c) 2017	(d) 2018	(e) 2019	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..
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) 2015	(b) 2016	(c) 2017	(d) 2018	(e) 2019	(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 2019 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2018 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2019. 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—2018. 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—2019. 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—2018. 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) 2019

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 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) 2015	(b) 2016	(c) 2017	(d) 2018	(e) 2019	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	23,914	15,081			473,718	512,713
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	36,000,478	37,430,393	40,373,955	42,004,601	37,837,600	193,647,027
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	36,024,392	37,445,474	40,373,955	42,004,601	38,311,318	194,159,740
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.						0
c	Add lines 7a and 7b..						0
8	Public support. (Subtract line 7c from line 6.)						194,159,740

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2015	(b) 2016	(c) 2017	(d) 2018	(e) 2019	(f) Total
9	Amounts from line 6...	36,024,392	37,445,474	40,373,955	42,004,601	38,311,318	194,159,740
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	275,477	372,219	481,388	582,770	680,386	2,392,240
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	275,477	372,219	481,388	582,770	680,386	2,392,240
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.			50,000	5,000	0	55,000
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..	11,439	5,855	16,135	11,211	10,200	54,840
13	Total support. (Add lines 9, 10c, 11, and 12.)..	36,311,308	37,823,548	40,921,478	42,603,582	39,001,904	196,661,820

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 2019 (line 8, column (f) divided by line 13, column (f)) .........

98.730 %

Public support percentage from 2018 Schedule A, Part III, line 15 ...............

98.970 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2019 (line 10c, column (f) divided by line 13, column (f)) ......

1.220 %

Investment income percentage from 2018 Schedule A, Part III, line 17 .............

0.970 %

19a

331/3% support tests—2019. 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—2018. 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) 2019

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked 12a of Part I, complete Sections A and B. If you checked 12b of Part I, complete Sections A and C. If you checked 12c of Part I, complete Sections A, D, and E. If you checked 12d 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 12a or 12b 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 (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) 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 section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .

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

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 9a) 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 9a) 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 section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b 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

Schedule A (Form 990 or 990-EZ) 2019

Page 5

Part IV

Supporting Organizations (continued)

Yes

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

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, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) 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) 2019

Page 6

Part V

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

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). 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

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) 2019

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations(continued)

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 2019 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-2019	(iii) Distributable Amount for 2019
1 Distributable amount for 2019 from Section C, line 6
2 Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2019:
a From 2014.......
b From 2015.......
c From 2016.......
d From 2017.......
e From 2018.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2019 distributable amount
i Carryover from 2014 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2019 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2019 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2019, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions.
6 Remaining underdistributions for 2019. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions.
7 Excess distributions carryover to 2020. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2015.....
b Excess from 2016.....
c Excess from 2017.....
d Excess from 2018.....
e Excess from 2019.....

Schedule A (Form 990 or 990-EZ) (2019)

Schedule A (Form 990 or 990-EZ) 2019

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) 2019

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.

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2019

Name of the organization

CAROLINA MEADOWS INC

Employer identification number

56-1380014

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 other 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. Don't 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 isn't covered by the General Rule and/or the Special Rules doesn't 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 doesn't 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) (2019)

Schedule B (Form 990, 990-EZ, or 990-PF) (2019) Page 2

Name of organization CAROLINA MEADOWS INC

Part I Contributors	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) (2019)

Schedule B (Form 990, 990-EZ, or 990-PF) (2019)

Page 3

Name of organization CAROLINA MEADOWS INC		Employer identification number 56-1380014

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) (2019)

Schedule B (Form 990, 990-EZ, or 990-PF) (2019)

Page 4


Name of organization CAROLINA MEADOWS INC			Employer identification number 56-1380014
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.) $ 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) (2019)

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," on 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.
SchDMd Bullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

CAROLINA MEADOWS INC

Employer identification number

56-1380014

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on 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" on 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 7/25/06, 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, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, 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" on Form 990, Part IV, line 8.

If the organization elected, as permitted under FASB 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 FASB 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 on 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 FASB ASC 958 relating to these items:

Revenue included on 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) 2019

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" on 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


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
c	Beginning balance .............................	1c	1,859,041
d	Additions during the year ............................	1d
e	Distributions during the year ..........................	1e	928,408
f	Ending balance ................................	1f	930,633

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" on Form 990, Part IV, line 10.

		(a) Current year	(b) Prior year	(c) Two years back	(d) Three years back	(e) Four years back

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

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

Term endowment SchDMd Bullet

The percentages on 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)

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

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" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b) Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land .....	2,185,405		2,185,405
b	Buildings ....	124,146,824	60,822,851	63,323,973
c	Leasehold improvements
d	Equipment ....	12,248,666	8,465,763	3,782,903
e	Other .....	9,305,875	3,951,731	5,354,144
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				74,646,425

Schedule D (Form 990) 2019

Page 3

Part VII

InvestmentsOther Securities.
Complete if the organization answered "Yes" on 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........
(3) Other (A) INVESTMENTS AND ASSETS WHOSE USE IS LIMITED	31,293,629	F
(C)
(D)
(E)
(F)
(G)
(H)
(I)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	31,293,629

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on 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

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

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

(a) Description				(b) Book value

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

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

1.(a) Description of liability	(b) Book value
(1) Federal income taxes
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	145,107,369
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) 2019

Page 4

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

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
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
e	Add lines 2a through 2d....................		2e
3	Subtract line 2e from line 1...................		3
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
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

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 IV, LINE 2B:

RESIDENT FUNDS HELD IN AGENCY ACCOUNTS REPRESENT FUNDS WITHHELD FROM RESIDENTS DETERMINED TO BE A FINANCIAL RISK AND RESIDENTS WISHING TO ESTABLISH AGENCY ACCOUNTS IN LIEU OF LONG-TERM CARE INSURANCE. CAROLINA MEADOWS HAS DEPOSITED THESE FUNDS ON THE RESIDENTS' BEHALF IN CERTIFICATES OF DEPOSIT OR MONEY MARKET FUNDS WITH A FINANCIAL INSTITUTION. CAROLINA MEADOWS ACTS AS CUSTODIAN FOR THE AGENCY ACCOUNTS, WHICH ARE LEGALLY OWNED BY THE RESIDENTS. AT DECEMBER 31, 2019 AND 2018, AGENCY FUNDS DUE RESIDENTS WERE $930,633 AND $1,859,041, RESPECTIVELY.

PART X, LINE 2:

CAROLINA MEADOWS IS A NONPROFIT, TAX-EXEMPT ORGANIZATION EXEMPT FROM FEDERAL INCOME TAXES UNDER INTERNAL REVENUE CODE SECTION 501(C)(3); ACCORDINGLY, THE ACCOMPANYING FINANCIAL STATEMENTS DO NOT REFLECT A PROVISION OR LIABILITY FOR FEDERAL AND STATE INCOME TAXES. CAROLINA MEADOWS HAS DETERMINED THAT IT DOES NOT HAVE ANY MATERIAL UNRECOGNIZED TAX BENEFIT OR OBLIGATION AS OF DECEMBER 31, 2019.

Schedule D (Form 990) 2019

Additional Data

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Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," on Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990.
lBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization
CAROLINA MEADOWS INC

Employer identification number
56-1380014

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ........................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" on Form 990, Part IV, line 21, for any recipient

that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC section (if applicable)	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) CHATHAM COUNTY COUNCIL ON AGING PO BOX 715 PITTSBORO,NC27312	56-1084260	501 (C) (3)	35,000	TO SUPPORT THE CHATHAM AGING PLAN, FROZEN MEALS PROGRAM FOR SENIORS THROUGH CHATHAM COUNTY, NC, THE SENIOR GAMES AND SENIOR EDUCATIONAL CONFERENCES.
(2) CHATHAM COUNTY LITERACY COUNCIL PO BOX 1696 PITTSBORO,NC27312	58-1870076	501 (C) (3)	8,555	TO SUPPORT ESL TUTOR PROGRAM AT CAROLINA MEADOWS FOR STAFF AND FOR COMMUNITY CITIZENS IN NEED.
(3) LEADING AGE FOUNDATION 222 N PERSON STREET RALEIGH,NC27601	56-1594182	501 (C) (3)	25,000	CONTRIBUTION OF SECOND OF FOUR YEAR PLEDGE FOR A NEW LEADING AGE BUILDING.
(4) RISE AGAINST HUNGER 3733 NATIONAL DRIVE SUITE 200 RALEIGH,NC27612	16-1541024	501 (C) (3)	11,619	TO FUND ONE EVENT RESULTING IN MORE THAN 35,000 SHELF-STABLE MEALS TO BE SENT TO HELP HUNGER WORLDWIDE.
(5) UNC MEDICAL FOUNDATION UNC PO BOX 309 CHAPEL HILL,NC27514	56-6001393	501 (C) (3)	30,000	CONTRIBUTION OF FOURTH OF FIVE YEAR PLEDGE FOR THE NEW UNC HOSPICE HOME IN CHATHAM COUNTY, NC.

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................. Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

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

Cat. No. 50055P

Schedule I (Form 990) 2019

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" on Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a) Type of grant or assistance	(b) Number of recipients	(c) Amount of cash grant	(d) Amount of noncash assistance	(e) Method of valuation (book, FMV, appraisal, other)	(f) Description of noncash assistance

(1) RESIDENT FINANCIAL ASSISTANCE.	9	614,164	BOOK VALUE
(1)
(2)
(3)
(4)
(5)
(6)
(7)

Part IV

Supplemental Information. Provide the information required in Part I, line 2; Part III, column (b); and any other additional information.

Return Reference

Explanation

PART I, LINE 2:

GRANTEES MUST HAVE 501(C)(3) STATUS AND MUST BE LOCATED IN AND/OR SERVE RESIDENTS IN CHATHAM COUNTY, NORTH CAROLINA. THE FOLLOWING CRITERIA ARE USED DURING THE GRANT EVALUATION PROCESS PROJECT DESCRIPTION: (1) DESCRIPTION - IS THE PROPOSED PROJECT OR PROGRAM CLEARLY DESCRIBED? (2) MISSION SUPPORT - IS THERE CLEAR EVIDENCE THAT THE PROJECT SUPPORTS THE MISSION OF THE AGENCY? (3) NEED - DOES THE PROPOSAL CLEARLY DOCUMENT/EXPLAIN THE NEED FOR THE PROJECT/PROGRAM IN CHATHAM COUNTY? (4) IMPACT - ARE THE PROPOSED OUTCOMES CLEAR, REALISTIC AND MEASURABLE? (5) BUDGET - IS THE BUDGET SUFFICIENTLY DETAILED, REALISTIC AND APPROPRIATE GIVEN THE DESIRED GOALS/IMPACT? (6) EFFECT - IS THERE EVIDENCE THAT A GRANT FROM CAROLINA MEADOWS WILL SIGNIFICANTLY INCREASE THE IMPACT OF THE PROPOSED PROJECT/PROGRAM? (7) COLLABORATIVE EFFORT - IS THE PROPOSED PROJECT/PROGRAM A COLLABORATIVE EFFORT INVOLVING MULTIPLE AGENCIES? (8) REPORTING - GRANTEES ARE REQUIRED TO SUBMIT INTERIM AND FINAL REPORTS TO CAROLINA MEADOWS.

Schedule I (Form 990) 2019

Additional Data

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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" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

CAROLINA MEADOWS INC

Employer identification number

56-1380014

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 on 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 on 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 on 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 on 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 on 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," on line 5a or 5b, describe in Part III.

For persons listed on 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," on line 6a or 6b, describe in Part III.

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

Were any amounts reported on 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" on 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) 2019

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 on 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 on 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)
1KEVIN MCLEOD CHIEF EXECUTIVE OFFICER	(i) (ii)	321,818 ------------- 0	41,662 ------------- 0	19,741 ------------- 0	16,239 ------------- 0	15,579 ------------- 0	415,039 ------------- 0	0 ------------- 0
2BENJAMIN CORNTHWAITE CHIEF OPERATING OFFICER	(i) (ii)	213,012 ------------- 0	17,235 ------------- 0	5,982 ------------- 0	8,209 ------------- 0	22,920 ------------- 0	267,358 ------------- 0	0 ------------- 0
3GARY LEVINE CHIEF FINANCIAL OFFICER	(i) (ii)	203,010 ------------- 0	16,424 ------------- 0	5,521 ------------- 0	10,527 ------------- 0	17,099 ------------- 0	252,581 ------------- 0	0 ------------- 0
4DONNA MILLER MEDICAL DIRECTOR	(i) (ii)	202,310 ------------- 0	0 ------------- 0	1,023 ------------- 0	0 ------------- 0	14,216 ------------- 0	217,549 ------------- 0	0 ------------- 0
5MELISSA KASS VICE PRESIDENT - MARKETING	(i) (ii)	121,307 ------------- 0	58,432 ------------- 0	368 ------------- 0	6,212 ------------- 0	9,860 ------------- 0	196,179 ------------- 0	0 ------------- 0
6DANIEL CAMARA VP-PHYSICAL PLANT	(i) (ii)	130,160 ------------- 0	10,306 ------------- 0	761 ------------- 0	6,752 ------------- 0	16,980 ------------- 0	164,959 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2019

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

Schedule J (Form 990) 2019

Additional Data

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Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

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 Ⅵ, line 24a. Provide descriptions,
explanations, and any additional information in Part Ⅵ.
SchKMediumBullet

Attach to Form 990.
SchKMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization
CAROLINA MEADOWS INC

Employer identification number
56-1380014

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	PUBLIC FINANCE AUTHORITY	27-3866124		11-21-2019	12,700,000	TO REFINANCE THE 2010 BONDS WITH A NEW 12/01/34 MATURITY DATE		X		X		X

Part Ⅱ

Proceeds

	A		B		C		D
	1 Amount of bonds retired ..................	55,000
2 Amount of bonds legally defeased ..............
3 Total proceeds of issue ..................	12,700,000
4 Gross proceeds in reserve funds .............
5 Capitalized interest from proceeds .............
6 Proceeds in refunding escrows ...............
7 Issuance costs from proceeds ...............	217,643
8 Credit enhancement from proceeds .............
9 Working capital expenditures from proceeds .............
10 Capital expenditures from proceeds .............
11 Other spent proceeds .............	12,482,357
12 Other unspent proceeds .............
13 Year of substantial completion .............
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue of tax-exempt bonds (or, if issued prior to 2018, a current refunding issue)? ........		X
15 Were the bonds issued as part of an advance refunding issue of taxable bonds (or, if issued prior to 2018, an advance refunding issue)? ........		X
16 Has the final allocation of proceeds been made? ..........		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? ..................	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
2 Are there any lease arrangements that may result in private business use of bond-financed property? ...............		X

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

Cat. No. 50193E

Schedule K (Form 990) 2019

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
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?
c Are there any research agreements that may result in private business use of bond-financed property? .............		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 ....
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 .............
7 Does the bond issue meet the private security or payment test? ...		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
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

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
2 If "No" to line 1, did the following apply? ....
a Rebate not due yet? .......	X
b Exception to rebate? ........		X
c No rebate due? .........		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
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X
b Name of provider ..........	SUNTRUST
c Term of hedge .........	1500.0000000000 %
d Was the hedge superintegrated? ......		X
e Was the hedge terminated? ........		X

Schedule K (Form 990) 2019

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
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
7 Has the organization established written procedures to monitor the requirements of section 148? ...	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

Part Ⅵ

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

Return Reference	Explanation

Schedule K (Form 990) 2019

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

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization

CAROLINA MEADOWS INC

Employer identification number

56-1380014

Return Reference	Explanation
COMMUNITY INVOLVEMENT	CAROLINA MEADOWS FOCUSES ON COMMUNITY OUTREACH AND CORPORATE RESPONSIBILITY AS FOLLOWS: - WE SUPPORT OUR LOCAL COMMUNITY - WE INVEST IN THE FUTURE OF AGING - WE CONTRIBUTE TO THE ECONOMY - WE PARTNER ON SENIOR INITIATIVES IN ADDITION, WE ARE COMMITTED TO PROVIDING SERVICES TO ANY RESIDENT OF CAROLINA MEADOWS WHO HAS EXHAUSTED THEIR ASSETS THROUGH NO FAULT OF THEIR OWN AND NEEDS FINANCIAL ASSISTANCE SUBSIDIES TO COVER THE COST OF SERVICES. CAROLINA MEADOWS IS ACTIVELY INVOLVED IN THE COMMUNITY THROUGH PARTICIPATION IN COMMUNITY OUTREACH, EDUCATIONAL, CHARITABLE AND VOLUNTEER PROGRAMS SPONSORED ON CAMPUS OR THROUGHOUT THE SURROUNDING COMMUNITY. CAROLINA MEADOWS HAS MADE SIGNIFICANT CHARITABLE GIFTS IN 2019 TO SUPPORT CHARITIES THAT SUPPORT OLDER ADULTS IN CHATHAM COUNTY, INCLUDING: - DONATED $11,619 TO RISE AGAINST HUNGER FOR A MEAL-PACKAGING EVENT HELD ON OUR CAMPUS. OVER 240 RESIDENTS AND STAFF PARTICIPATED IN THIS VOLUNTEER SERVICE EVENT HELD ON CAMPUS IN 2019, RESULTING IN THE PACKAGING OF MORE THAN 35,000 MEALS TO FIGHT HUNGER WORLDWIDE. - A 2016 FIVE-YEAR PLEDGE TO THE UNC MEDICAL FOUNDATION FOR THE CREATION OF A NEW HOSPICE HOME IN PITTSBORO THAT WILL SERVE CHATHAM COUNTY RESIDENTS AND BEYOND. THE PLEDGE WAS FOR $150,000 OVER FIVE YEARS; $30,000 WAS CONTRIBUTED IN 2019. - CAROLINA MEADOWS HAS MADE A PLEDGE OF $100,000 TO SUPPORT LEADING AGE NC OVER THE NEXT FOUR YEARS. THE SECOND DONATION OF $25,000 WAS PROVIDED IN 2019. - A FIVE-YEAR PLEDGE WAS MADE IN 2016 TO THE CHATHAM COUNTY COUNCIL ON AGING TO SUPPORT THEIR FROZEN MEALS PROGRAM FOR ELDERS. THIS PROGRAM REACHES SENIORS WHO LIVE OUTSIDE OF THE MEALS FOR WHEELS ROUTES BUT STILL NEED CRUCIAL NUTRITIONAL SUPPORT. THIS PROGRAM IS A PARTNERSHIP OF CAROLINA MEADOWS, CHATHAM COUNTY GOVERNMENT AND THE COUNCIL ON AGING. THE PLEDGE WAS FOR $37,500 OVER FIVE YEARS. THE FOURTH $7,500 DONATION WAS CONTRIBUTED IN 2019. - A $25,000 DONATION WAS MADE TO THE COUNCIL ON AGING TO SUPPORT THE IMPLEMENTATION OF THE NEW CHATHAM AGING PLAN WHICH BENEFITS ALL WHO LIVE IN THE COUNTY. IN ADDITION, CAROLINA MEADOWS SUPPORTED ($2,500) TWO EDUCATIONAL CONFERENCES FOR SENIORS IN OUR COUNTY, ONE IN THE SPRING AND ONE IN THE FALL OF 2019. -A $5,000 DONATION WAS MADE TO THE CHATHAM OUTREACH ALLIANCE (CORA) FOOD PANTRY TO SUPPORT A NEW WALK IN REFRIDGERATOR FOR THEIR EXPANDED FOOD PANTRY THAT SERVES ALL OF CHATHAM COUNTY. - A $8,000 DONATION TO THE CHATHAM COUNTY LITERACY COUNCIL TO SUPPORT LITERACY EFFORTS THROUGHOUT OUR ENTIRE COMMUNITY. THESE EFFORTS ARE FOCUSED ON INCREASED LITERACY SUCH AS GED, ENGLISH AS A SECOND LANGUAGE, COMPUTER LITERACY AND MORE. - A $3,500 DONATION TO FEARRINGTON CARES, A LOCAL NONPROFIT WHICH SUPPORTS ELDERS IN REMAINING SAFELY IN THEIR HOMES. THE GIFT PROVIDED NEEDED MEDICAL EQUIPEMNT TO SAFELY SUPPORT OLDER ADULTS. - A $3,000 SPONSORSHIP TO PROVIDE AN ARTIST IN RESIDENCE AT OUR NEARBY LOCAL ELEMENTARY SCHOOL FOR A WEEK THROUGH CHATHAM COUNTY ARTS COUNCIL. - A $2,500 DONATION TO HABITAT FOR HUMANITY IN ORANGE COUNTY FOR A CAROLINA MEADOWS BUILD DAY IN THEIR HILLSBOROUGH 55 YEARS OLD AND UP HOUSING COMMUNITY. OVER 12 RESIDENTS AND STAFF CAME TOGETHER TO BUILD, AND DONATED THEIR SWEAT EQUITY HOURS TO A STAFF MEMBER WHO HAS QUALIFIED FOR A HABITAT HOUSE IN THE NEW 55 AND UP COMMUNITY. BEYOND FINANCIAL SUPPORT, CAROLINA MEADOWS SUPPORTS NONPROFIT ORGANIZATIONS THROUGH DONATIONS OF TALENT, SPACE, FOOD, AND OTHER IN-KIND CONTRIBUTIONS. EXAMPLES INCLUDE: - DONATED FOOD AND TIME TO CHARITABLE COMMUNITY EVENTS, SUCH AS ALL THE MEALS (VALUED AT $1,890) FOR 60 CHILDREN AND ADULT VOLUNTEERS AT DUKE HOSPICE'S CAMP RELEAF, A WEEKEND-LONG CAMP FOR KIDS WHO HAVE LOST FAMILY MEMBERS. - PARTNERED WITH UNC CHAPEL HILL SCHOOL OF MEDICINE TO TRAIN ALL 3RD YEAR MEDICAL STUDENTS. CAROLINA MEADOWS HOSTS THREE WORKSHOPS AN ACADEMIC YEAR WHERE UNC INSTRUCTORS PROVIDE TRAINING AND THEN THE STUDENTS PRACTICE NEWLY LEARNED SKILLS ON RESIDENT VOLUNTEERS. WE PROVIDED IN-KIND LUNCHES (VALUED AT $503 EACH TIME) TO FACILITATE STUDENT AND RESIDENT INTERACTION AND LEARNING. MORE THAN 240 STUDENTS WERE TRAINED AT CAROLINA MEADOWS IN 2019. - DONATED REFRIGERATORS, INDUSTRIAL LIGHTS FIXTURES AND OTHER IN-KIND APPLIANCES TO MANY SCHOOLS, CHURCHES AND THRIFT SHOPS IN OUR LOCAL COMMUNITY. STAFF GENEROUSLY DONATE THEIR TIME/SERVICE TO COMMUNITY ORGANIZATIONS. EXAMPLES INCLUDE: - PARTICIPATED ON PLANNING COMMITTEES FOR COMMUNITY-WIDE PROJECTS SUCH AS THE STEERING COMMITTEE FOR THE CHATHAM COUNTY AGING PLAN, CHATHAM COUNTY SENIOR GAMES AND THE CHATHAM HEALTH ALLIANCE. - SERVED AS PRECEPTORS FOR STUDENTS FROM DURHAM TECH, UNC, NCCU AND BEYOND. IN ADDITION TO OUR ROBUST CORPORATE COMMUNITY OUTREACH PROGRAM, OUR RESIDENT ASSOCIATION HAS A RESIDENT COMMUNITY OUTREACH COMMITTEE WHICH RAISES SIGNIFICANT FUNDS FOR UNC PUBLIC TV, THE CORA FOOD PANTRY AND UNITED WAY OF CHATHAM COUNTY. THIS COMMITTEE HAS RESIDENT LIAISONS WITH VARIOUS NONPROFIT ORGANIZATIONS IN CHATHAM COUNTY. THE LIAISONS SHARE INFORMATION AND VOLUNTEER OPPORTUNITIES ABOUT EACH GROUP WITH THE RESIDENTS. THIS GROUP ALSO ORGANIZES A COAT DRIVE IN WINTER AND A SCHOOL SUPPLIES DRIVE IN FALL. OUR RESIDENTS OFFER MANY HOURS OF VOLUNTEER TIME TO SUPPORT NONPROFITS IN OUR AREA AS WELL AS OUR OWN CAMPUS COMMUNITY. IN OUR LAST SURVEY, RESIDENTS REPORTED NEARLY 45,000 VOLUNTEER HOURS TO THE GREATER COMMUNITY. THIS EQUATES TO A VALUE OF OVER A MILLION DOLLARS. RESIDENTS ALSO VOLUNTEER WITHIN OUR OWN COMMUNITY. EIGHTY-FOUR RESIDENT VOLUNTEERS PROVIDED MORE THAN 2,000 HOURS OF SERVICE INCLUDING ONE-ON-ONE VISITS, MAIL DELIVERY, AND ACTIVITIES IN HIGHER LEVELS OF CARE ON CAMPUS. CHARITABLE DONATIONS CHARITABLE DONATIONS AND COMMUNITY BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2019 INCLUDED $614,164 IN BENEVOLENT CARE, $173,768 IN CHARITABLE DONATIONS AND $63,382 IN DONATED VOLUNTEER SERVICES. PROPERTY TAXES FOR 2019, PROPERTY TAX PAYMENTS OF $941,208 WERE MADE TO SUPPORT NEEDED INFRASTRUCTURE TO HELP CHATHAM COUNTY PROSPER.
FORM 990, PART VI, SECTION A, LINE 6	CAROLINA MEADOWS SENIOR COMMUNITIES & SERVICES, INC. IS THE SOLE MEMBER OF CAROLINA MEADOWS, INC.
FORM 990, PART VI, SECTION A, LINE 7A	AS THE SOLE MEMBER, CAROLINA MEADOWS SENIOR COMMUNITIES & SERVICES, INC. ELECTS THE GOVERNING BODY OF CAROLINA MEADOWS, INC.
FORM 990, PART VI, SECTION A, LINE 7B	AS SOLE MEMBER, CAROLINA MEADOWS SENIOR COMMUNITIES & SERVICES, INC. MUST APPROVE ALL SIGNIFICANT DECISIONS OF CAROLINA MEADOWS, INC.
FORM 990, PART VI, SECTION B, LINE 11B	FORM 990 IS FIRST REVIEWED IN DETAIL BY THE BOARD FINANCE COMMITTEE PRIOR TO THE FULL BOARD REVIEW TO ENSURE THE FORM 990 IS ACCURATE AND COMPLETE. THE ENTIRE BOARD THEN REVIEWS AND APPROVES THE FORM 990 AT ITS NEXT QUARTERLY MEETING PRIOR TO THE RETURN BEING FILED.
FORM 990, PART VI, SECTION B, LINE 12C	THE WRITTEN CONFLICT OF INTEREST POLICY AND ATTESTATION FORMS ARE PROVIDED TO ALL BOARD MEMBERS INCLUDING EX-OFFICIO MEMBERS. THE SAME FORMS ARE PROVIDED TO ALL KEY EMPLOYEES. THE ATTESTATION FORMS ARE COLLECTED FROM THE BOARD AND KEY EMPLOYEES IN MAY OF EACH YEAR. THEY ARE THEN REVIEWED BY THE BOARD GOVERNANCE COMMITTEE AND CEO FOR ANY INDICATIONS OF ACTUAL OR PERCEIVED CONFLICT NOTED. IF NONE, THE ATTESTATION FORMS ARE ACCEPTED AND STORED. IF THERE WERE TO BE ANY INDICATIONS OF ACTUAL OR PERCEIVED CONFLICT NOTED, THE GOVERNANCE COMMITTEE WOULD ALERT THE BOARD CHAIR AND THE ACTUAL OR PERCEIVED CONFLICT WOULD BE DISCUSSED FURTHER WITH THE INDIVIDUAL INVOLVED TO DETERMINE IF AN ACTUAL CONFLICT EXISTED. IF IT IS BELIEVED AN ACTUAL CONFLICT EXISTS, THEN THE FULL BOARD WOULD REVIEW THE CONFLICT AND MAKE A DETERMINATION HOW BEST TO RESOLVE THE CONFLICT BY EITHER ACCEPTING THE CONFLICT OR REQUIRING THE MEMBER OR STAFF PERSON TO CEASE AND DESIST OR FACE REMOVAL FROM THE BOARD OR TERMINATION FROM EMPLOYMENT IF A KEY STAFF PERSON. IF A CONFLICT IS ACCEPTED BY THE BOARD, A PERSON INVOLVED IN MATTERS WHERE A CONFLICT EXISTS MUST RECUSE HIMSELF OR HERSELF FROM BOARD MEETING DISCUSSIONS AROUND THE CONFLICT OR BOARD ACTION TAKEN IN REGARD TO THE CONFLICT. IF A CONFLICT INVOLVES A STAFF PERSON, THE STAFF PERSON WOULD EITHER BE REASSIGNED OR TERMINATED, PENDING ON THE TYPE OF CONFLICT AND IMPACT TO THE ORGANIZATION.
FORM 990, PART VI, SECTION B, LINE 15	IN DETERMINING THE CEO'S COMPENSATION, SALARY INFORMATION IS COMPILED BY THE EXECUTIVE COMMITTEE OF THE PARENT BOARD OF DIRECTORS WHICH SERVES AS THE EXECUTIVE COMPENSATION COMMITTEE. THE COMMITTEE USES A VARIETY OF COMPARABILITY AND SALARY SURVEY DATA FROM CAPITAL ASSOCIATED INDUSTRIES (CAI) INCLUDING THE NORTH CAROLINA ANNUAL WAGE AND SALARY SURVEY, THE NATIONAL EXECUTIVE COMPENSATION SURVEY, AND GUIDESTAR EXECUTIVE COMPENSATION DATA. ASSESSMENT FORMS RATING THE CEO'S PERFORMANCE ARE ALSO COMPLETED BY MEMBERS OF ALL AFFILIATE BOARDS. USING THE SURVEY DATA AS BENCHMARKS AND THE COMPILED ASSESSMENT DATA AS AN INDICATOR OF PERFORMANCE MEASUREMENT, THE EXECUTIVE COMMITTEE RECOMMENDS TO THE FULL PARENT BOARD FOR APPROVAL OF THE TOTAL CEO COMPENSATION WITHIN THE BOARD ESTABLISHED SALARY RANGE FOR THE CEO POSITION. BASED ON SALARY AND TOTAL COMPENSATION DATA FROM CAPITAL ASSOCIATED INDUSTRIES, GUIDESTAR, THE NATIONAL EXECUTIVE COMPENSATION SURVEY, AND LEADINGAGE SURVEY DATA, THE CEO SETS AND APPROVES COMPENSATION FOR THE COO AND CFO POSITIONS WITHIN ESTABLISHED RANGES FOR THE ORGANIZATION BASED ON INPUT AND REVIEW FROM THE PARENT BOARD. THE SALARY AMOUNTS FOR THE CEO, COO AND CFO ARE FURTHER REVIEWED BY THE FULL PARENT BOARD AS A MEASURE OF OVERSIGHT AND UNDERSTANDING OF TOTAL EXECUTIVE COMPENSATION FOR THE TOP EXECUTIVE POSITIONS.
FORM 990, PART VI, SECTION C, LINE 19	MINUTES OF QUARTERLY BOARD MEETINGS INCLUDING THE QUARTERLY FINANCIALS AND ANNUAL AUDITED FINANCIAL STATEMENTS ARE PLACED IN THE CAROLINA MEADOWS RESIDENT'S LIBRARY. ARTICLES OF INCORPORATION ARE AVAILABLE ON THE SECRETARY OF STATE'S WEBSITE AND, ALONG WITH THE BOARD BYLAWS, ARE AVAILABLE FOR REVIEW UPON REQUEST. AN ANNUAL DISCLOSURE STATEMENT IS AVAILABLE ON-LINE THROUGH THE NC DEPARTMENT OF INSURANCE (NCDOI.COM), AND INCLUDES IN APPENDICES COPIES OF THE DOI CCRC LICENSE, DHSR NURSING FACILITY LICENSE, ANNUAL AUDITED FINANCIAL STATEMENTS, FIVE-YEAR FINANCIAL PROJECTIONS, CCRC CONTRACT AND OTHER CORPORATE INFORMATION. CONFLICT OF INTEREST STATEMENTS ARE AVAILABLE FOR REVIEW UPON REQUEST.
FORM 990, PART XI, LINE 9:	CHANGE IN FAIR VALUE INTEREST RATE SWAP 65,103. CHANGE FROM ADOPTION OF NEW ACCOUNTING STANDARD -86,788,949.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2019

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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

CAROLINA MEADOWS INC

Employer identification number

56-1380014

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)CAROLINA MEADOWS HOME CARE INC 100 CAROLINA MEADOWS CHAPEL HILL,NC27517 82-1777558	HOME CARE	NC	501(C)(3)	LINE 12B, II	CAROLINA MEADOWS SR COMM & SERVICES INC		No
(2)CAROLINA MEADOWS SENIOR COMMUNITIES AND SERVICES INC 100 CAROLINA MEADOWS CHAPEL HILL,NC27517 82-1792692	HEALTH CARE	NC	501(C)(3)	LINE 12B, II			No
(3)CAROLINA MEADOWS FOUNDATION INC 100 CAROLINA MEADOWS CHAPEL HILL,NC27517 82-5385916	CHARITABLE FOUNDATION	NC	501(C)(3)	LINE 12B, II	CAROLINA MEADOWS SR COMM & SERVICES INC		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2019

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) CAROLINA MEADOWS MANAGEMENT AND DEVELOPMENT SERVICES INC 100 CAROLINA MEADOWS CHAPEL HILL,NC27517 82-1768377	MANAGEMENT SERVICES	NC	SEE PART VII	C				No

Schedule R (Form 990) 2019

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) ............................

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

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

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) .................

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

Yes

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

Yes

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

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

Yes

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

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) 2019

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) 2019

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) 2019

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: PROVIDING HOUSING, HEALTH CARE & OTHER RELATED SERVICES TO RESIDENTS THROUGH THE OPERATION OF A CCRC.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	13
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	13
5	Total number of individuals employed in calendar year 2019 (Part V, line 2a) ......	5	589
6	Total number of volunteers (estimate if necessary) .............	6	130
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 39 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	473,718
9	Program service revenue (Part VIII, line 2g) .........	42,000,596	37,837,600
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	3,351,924	932,207
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	38,214	22,119
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	45,390,734	39,265,644
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	529,888	787,932
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)	20,047,019	21,219,168
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	16,214,249	18,551,380
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	36,791,156	40,558,480
19	Revenue less expenses. Subtract line 18 from line 12.......	8,599,578	-1,292,836
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	109,704,331	115,919,056
21	Total liabilities (Part X, line 26).............	73,226,035	164,014,677
22	Net assets or fund balances. Subtract line 21 from line 20.....	36,478,296	-48,095,621

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 36,828,001 including grants of $ 787,932 ) (Revenue $ 37,837,600 )
	CAROLINA MEADOWS PROVIDES HOUSING, HEALTH AND WELLNESS SERVICES, AND SOCIAL OPPORTUNITIES, FOR SENIOR ADULTS IN A FINANCIALLY SECURE RETIREMENT COMMUNITY THROUGH A PERSON-CENTERED APPROACH THAT RESPECTS INDIVIDUAL DIGNITY, ENCOURAGES INDEPENDENCE, AND PROMOTES LIFELONG LEARNING THROUGHOUT THE SEQUENCES OF AGING. CAROLINA MEADOWS PROVIDED 227,144 RESIDENT DAYS OF HOUSING AND SERVICES FOR RESIDENTS LIVING WITHIN THE INDEPENDENT LIVING COMPONENT OF THE CAMPUS. IN ASSISTED LIVING, INCLUDING MEMORY CARE, 24,619 RESIDENT DAYS OF HOUSING AND SERVICES WERE PROVIDED. IN SKILLED NURSING, 24,004 PATIENT DAYS OF HOUSING AND SERVICES WERE PROVIDED. (CONTINUED ON SCHEDULE O)A TOTAL OF 33,679 DAYS OF CONTINUING CARE WITHOUT LODGING CONTRACTUAL SERVICES WERE PROVIDED TO AN AVERAGE OF 92 RESIDENTS LIVING OFF-CAMPUS WHO RECEIVE THE SAME ACCESS TO AMENITIES AND HEALTH CARE SERVICES OFFERED TO RESIDENTS LIVING ON-CAMPUS. GERIATRIC PHYSICIAN CARE, NURSE PRACTITIONER AND SPECIALTY PHYSICIAN CARE PROGRAMS SUCH AS AUDIOLOGY, PODIATRY, DERMATOLOGY AND DENTAL SERVICES ARE PROVIDED TO RESIDENTS IN ALL CARE LEVELS. THE CAMPUS PRIMARY CARE MEDICAL PRACTICE AVERAGED OVER 600 RESIDENT VISITS WITH PROVIDERS AND NURSES PER MONTH.FITNESS CENTERTHE FITNESS CENTER LOGGED SIGN-INS AVERAGE 1,503 PER MONTH. IN ADDITION, 30 REGULARLY SCHEDULED FITNESS CLASSES ARE OFFERED INCLUDING: AEROBICS, STRETCH, YOGA, MEDITATION, AQUATIC AND OTHERS WITH AN AVERAGE ATTENDANCE OF FIVE TO TWENTY EIGHT PER CLASS.THERE ARE ALSO TWO ADDITIONAL NON-REGULAR FITNESS CLASSES AND CAMPUS GROUP WALKING OFFERINGS, AS WELL AS INDIVIDUAL ORIENTATION TO NEW HUR EQUIPMENT AS NEEDED ARE OFFERED (265 REGISTERED) AT NO COST FOR INDIVIDUAL PERSONAL TRAINING SESSIONS. FOUR EMPLOYEES ARE DESIGNATED FOR THE WELLNESS PROGRAM AND ADDITIONAL SERVICES ARE PROVIDED UNDER CONTRACT INCLUDING MASSAGE, NUTRITION AND SWIM LESSONS. THE POOL AVERAGES OVER 400 SIGN-INS PER MONTH. THERE ARE OVER 200 EMPLOYEES ENROLLED IN THE WELLNESS INITIATIVE. THE WELLNESS DEPARTMENT PERFORMS AN ANNUAL FUNCTIONAL FITNESS ASSESSMENT ON INDEPENDENT LIVING RESIDENTS THAT ARE PATIENTS OF OUR PRIMARY CARE MEDICAL PRACTICE AT THE TIME OF THEIR ANNUAL WELLNESS EXAM WHICH AVERAGES 20 PARTICIPANTS MONTHLY. IN ADDITION TO CREATING AN INDIVIDUAL WELLNESS PLAN, DATA FROM THE ASSESSMENTS IS USED IN AGGREGATE FORM ON BOTH THE COMMUNITY AND NATIONAL LEVEL FOR RESEARCH ON AGING.WELLNESS SERVICESPHYSICAL, OCCUPATIONAL AND SPEECH THERAPY SERVICES ARE AVAILABLE ON OUR CAMPUS UNDER CONTRACT WITH GENESIS REHABILITATION. AVERAGE VISITS PER MONTH ARE AS FOLLOWS: PHYSICAL THERAPY - 1,750, OCCUPATIONAL THERAPY - 710, AND SPEECH THERAPY - 280.ACTIVITIESACTIVITIES ARE ARRANGED BY BOTH STAFF AND RESIDENTS. OFFERINGS EACH MONTH ARE DESIGNED TO MEET THE FULL RANGE OF NEEDS AND INTERESTS AS FOLLOWS: SOCIAL, INTELLECTUAL, SPIRITUAL, PHYSICAL AND EMOTIONAL. INDEPENDENT LIVING HAS A WIDE RANGE OF ACTIVITIES COORDINATED BY STAFF AND RESIDENTS. THE MOST POPULAR ACTIVITIES INCLUDE MUSIC AT THE MEADOWS, CAROLINA MEADOWS UNIVERSITY, AND WORLD AFFAIRS. ATTENDANCE FOR THESE PROGRAMS RANGE FROM 75 TO 150 PARTICIPANTS, WITH SPECIAL EVENTS OFTEN DRAWING OVER 200 PARTICIPANTS. IN THE FAIRWAYS (ASSISTED LIVING) STAFF DESIGN AN ACTIVITIES CALENDAR WITH GROUP AND INDIVIDUAL OPPORTUNITIES. RESIDENTS ARE ENCOURAGED TO CONTINUE INTERESTS AND HOBBIES DEVELOPED OVER A LIFETIME. DESIGNATED STAFF PROVIDE ACTIVITIES IN THE GREEN (MEMORY SUPPORT ENVIRONMENT WITHIN THE FAIRWAYS). TWO SEPARATE PROGRAMS ARE PROVIDED IN THE PINES (SKILLED NURSING): APPROXIMATELY 5-10 RESIDENTS WITH SEVERE MEMORY IMPAIRMENT ARE SERVED DAILY IN A SPECIFIC PROGRAM FOR THIS POPULATION WHILE 15-20 RESIDENTS PARTICIPATE DAILY IN THE PROGRAM DESIGNED FOR THOSE WHOSE COGNITION IS INTACT. THERE IS ALSO A MUSIC & MEMORY PROGRAM USING IPODS THAT SERVES SKILLED NURSING AND MEMORY CARE RESIDENTS.DINING SERVICESDINING SERVICES PROVIDES RESIDENT MEALS DAILY IN ALL LEVELS OF LIVING. FOR RESIDENTS, APPROXIMATELY 6,100 MEALS PER MONTH ARE SERVED IN THE PINES, 2,500 IN THE FAIRWAYS AND 7,200 IN THE INDEPENDENT LIVING DINING VENUES. THERE ARE AN ADDITIONAL TOTAL OF 500 MONTHLY GUEST MEALS AND 2,200 MONTHLY EMPLOYEE MEALS SERVED ACROSS CAMPUS.PHYSICAL PLANTTHE PHYSICAL PLANT ANNUALLY TURNS OVER AN AVERAGE OF 40 INDEPENDENT LIVING UNITS FOR NEW RESIDENTS. EACH UNIT IS REFURBISHED TO NEW OR LIKE-NEW CONDITION. IN ADDITION, THE PHYSICAL PLANT COMPLETED 15,279 WORK ORDER FOR INDEPENDENT LIVING RESIDENTS, 2,374 FOR HEALTH CENTER RESIDENTS AND 2,360 FOR ASSISTED LIVING RESIDENTS. IN ADDITION, 3,766 COMMUNITY WIDE WORK ORDERS WERE COMPLETED INCLUSIVE OF SPECIAL PROJECTS, SECURITY RESPONSES AND TRASH PICKUP FOR A TOTAL OF 23,779 WORK ORDERS.ENVIRONMENTAL SERVICESTHE ENVIRONMENTAL SERVICES DEPARTMENT, IN ADDITION TO CLEANING ALL COMMON AREAS AND DAILY SERVICE TO ALL HEALTH CENTER AND ASSISTED LIVING RESIDENTS, PROVIDES SERVICE TO 224 INDEPENDENT LIVING RESIDENTS PER MONTH. APPROXIMATELY 200 POUNDS OF LINEN ARE WASHED, DRIED AND IRONED DAILY FOR THE CLUB CENTER DINING ROOMS, IN ADDITION TO LINENS PROVIDED IN THE HEALTH CENTER AND ASSISTED LIVING. THERE IS AN AVERAGE OF 6,400 POUNDS OF LAUNDRY SERVICED PER MONTH FOR THE CLUB CENTER DINING PROGRAM.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	SEE SCHEDULE O

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












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses36,828,001

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)		(D) Reportable compensation from the organization (W-2/1099-MISC)	(E) Reportable compensation from related organizations (W-2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and title
(18) MELISSA KASS........................................................................ VICE PRESIDENT - MARKETING	40.00 .......................0.00	X	180,107	0	16,072
(19) DANIEL CAMARA........................................................................ VP-PHYSICAL PLANT	40.00 .......................0.00	X	141,227	0	23,732
(20) KATHY NORMAN........................................................................ NURSING ADMINISTRATOR	40.00 .......................0.00	X	131,781	0	15,864
(21) WHITNEY HARRIS........................................................................ SENIOR SALES SPECIALIST	40.00 .......................0.00	X	127,294	0	13,864
(22) HOLLY JEAN COWARD........................................................................ PHYSICIAN	40.00 .......................0.00	X	121,110	0	4,565

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	1,749,257	0	178,886

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c
d	Related organizations		1d
e	Government grants (contributions)		1e

f	All other contributions, gifts, grants, and similar amounts not included above		1f	473,718

g	Noncash contributions included in lines 1a - 1f:$		1g

h Total. Add lines 1a-1f.......		473,718

		Business Code
2a	INDEPENDENT LIVING REV	623000	19,149,898	19,149,898
b	HEALTH CARE CENTER REV	623000	8,878,417	8,878,417
c	ASSISTED LIVING REV	623000	6,588,495	6,588,495
d	REFURBISHING	623000	1,419,007	1,419,007
e	REMARKETING	623000	185,140	185,140
f	All other program service revenue.		1,616,643	1,616,643
g	Total. Add lines 2a–2f .....		37,837,600

3 Investment income (including dividends, interest, and othersimilar amounts) ......			668,467			668,467
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents		11,919	6a
b	Less: rental expenses		0	6b
c	Rental income or (loss)		11,919	6c
d	Net rental income or (loss).......			11,919			11,919
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory		13,199,586	7a
b	Less: cost or other basis and sales expenses		12,935,846	7b
c	Gain or (loss)		263,740	7c
d	Net gain or (loss).........			263,740			263,740
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a
b	Less: direct expenses ...		8b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a
b	Less: direct expenses ...		9b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
			10a
b	Less: cost of goods sold ..		10b
c	Net income or (loss) from sales of inventory..
Business Code			Miscellaneous Revenue
11a	MISCELLANEOUS		623000	10,200			10,200
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			10,200
12	Total revenue. See instructions.....			39,265,644	37,837,600	0	954,326

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	173,768	173,768
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........	614,164	614,164
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 ...........	844,405		844,405
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........	16,398,422	15,572,039	826,383
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	457,023	372,606	84,417
9	Other employee benefits .......	2,346,679	2,211,955	134,724
10	Payroll taxes ...........	1,172,639	984,899	187,740
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	194,850	139,139	55,711
c	Accounting ...........	58,354		58,354
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	122,888		122,888
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	2,499,326	2,483,302	16,024
12	Advertising and promotion ....	74,184	16,221	57,963
13	Office expenses .......	1,349,818	1,202,679	147,139
14	Information technology ......	92,044		92,044
15	Royalties ..
16	Occupancy ...........	2,367,215	1,598,031	769,184
17	Travel ............	129,122	83,361	45,761
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	53,162	30,801	22,361
20	Interest ...........	428,690	428,690
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	4,674,187	4,674,187
23	Insurance ...	21,195	21,195
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 COSTS	2,054,241	2,054,241
b	UPGRADES & MODIFICATION	1,704,203	1,704,203
c	SHARED APPRECIATION	990,661	990,661
d	REPAIRS & MAINTENANCE	777,674	777,674
e	All other expenses	959,566	694,185	265,381
25	Total functional expenses. Add lines 1 through 24e	40,558,480	36,828,001	3,730,479	0
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).

1	Cash–non-interest-bearing ........			4,897,515	1	6,598,409
2	Savings and temporary cash investments .........			2,534	2	0
3	Pledges and grants receivable, net ......				3
4	Accounts receivable, net .............			2,148,780	4	2,268,809
5	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
					6
7	Notes and loans receivable, net ...........				7
8	Inventories for sale or use ............			400,068	8	337,372
9	Prepaid expenses and deferred charges ......			184,773	9	152,836
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	147,886,770
b	Less: accumulated depreciation	10b	73,240,345	73,676,845	10c	74,646,425
11	Investments—publicly traded securities .				11
12	Investments—other securities. See Part IV, line 11 .....			27,960,173	12	31,293,629
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			433,643	15	621,576
16	Total assets. Add lines 1 through 15 (must equal line 33)...			109,704,331	16	115,919,056

17	Accounts payable and accrued expenses .....	4,419,603	17	5,076,472
18	Grants payable ...		18
19	Deferred revenue .........	48,392,067	19	17,775
20	Tax-exempt bond liabilities .........	13,251,167	20	12,427,357
21	Escrow or custodial account liability. Complete Part IV of Schedule D	1,859,041	21	930,633
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
			22
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	455,071
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	5,304,157	25	145,107,369
26	Total liabilities. Add lines 17 through 25..	73,226,035	26	164,014,677

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	36,478,296	27	-48,095,621
28	Net assets with donor restrictions ...........		28
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	36,478,296	32	-48,095,621
33	Total liabilities and net assets/fund balances ........	109,704,331	33	115,919,056