The Waterford Foundation Annual Report 2009 Waterford Foundation, Inc. P.O. Box 142, Waterford, Virginia 20197 • 540.882.3018 • www.waterfordfoundation.org • info@waterfordfoundation�org

Board of Directors 2008-2009 “The mission of the Waterford Foundation is to preserve the historic buildings and the open spaces of the National Historic Landmark District Susan Sutter of Waterford, Virginia; and through education, to increase the public’s President knowledge of life and work in an early American rural community.” Walter Music Vice-President Bonnie Getty Committee Chairs and Co-chairs Secretary Development �����������������������������������Melanie L� Herman/Tom Simmons Melanie L�Herman Treasurer Education ���������������������������������������� Kathleen Hughes/Bronwen Souders Second Street School Program ����� Judy Jackson Directors Concert �������������������������������������� Bonnie Getty/Cordelia Chamberlin David Bednarik Archives �������������������������������������� Bronwen Souders/Edith Crockett Margaret Bocek Charlotte Gollobin Fair ��������������������������������������������������Fran Holmbraker Warren Hayford Finance ������������������������������������������� Melanie L� Herman Hans Hommels Land Use �����������������������������������������Walter Music/Patti Psaris Stephanie Kenyon Properties Planning & Management ��Dave Bednarik Lori Kimball Kathryn Koblos Phillips Farm �������������������������������������Miriam O� Westervelt Debbie Morris Waterford Homes Tour & Crafts Exhibit Phil Paschall Business Management Committee ����Debbie Morris Patti Psaris Ad Hoc Old School Programming ���� Lori Kimball Nick Ratcliffe* Tom Simmons* Ad Hoc Rebuild �������������������������������� Hans Hommels the Old School Steering Bronwen Souders** Jim Sutton Miriam O� Westervelt * Resigned during term� ** Joined during term�

Staff Nancy Doane Executive Director Margaret Good Director, Properties & Land Use Programs Kathleen Hughes Manager, Development Programs Fran Holmbraker Fair Chair Mary Kenesson Fair Assistant Martha Polkey Communications and Operations Coordinator

Accountant Waterford Foundation staff� Left to right: Margaret Good, Mary Kenesson, Nancy Joan Molchan Doane (with office dog Rusty), Fran Holmbraker, Martha Polkey, Kathleen Hughes. KAV Accounting, LLC Cover: The opening of the Phillips Farm Trail allows public enjoyment of the land that preserves the historic viewshed of this National Historic Landmark� It continues as productive farmland, as it has been since Waterford was founded in 1733. From the President

Schooley Mill Barn, the Chair Factory, planning of the Fair as a fundraiser. Bond Street Barn and the John Wesley Chaired by Debbie Morris, the Community Church all have received committee will complement the significant repairs. existing Fair Committee but will focus on communication, marketing, and The Phillips Farm Committee, led business sponsorships, with the goal of by Mimi Westervelt, celebrated being less dependent upon weather for completion of its marked mile-long financial sustainability of the Fair. interpretative trail on the 144-acre Phillips Farm with a Labor Day picnic We are very proud that our Fair was and guided tours. The Loudoun again nominated by Visit Loudoun as Wildlife Conservancy continues to the Loudoun County Event of the Year. be our partner in sustained efforts in The Fair continues to fulfill our mission environmental stewardship on the of preservation not only by earning Farm. funds for preservation but also as a way of reaching thousands of people Our website’s new interactive module about the importance of Waterford as on Waterford’s African American a National Historic Landmark. It is our history was a significant contribution major educational outreach program t has been a great honor to by the Education and Cultural Events in its efforts to educate about early Ibe President of the Waterford Committee, chaired by Bronwen American life. Through the unique Foundation and a privilege to work Souders. Our iconic Second Street cooperation of those who live in the with a Board of Directors so dedicated School program continues to involve village, open their homes, and work to its mission and remarkable in its fourth-grade students in learning so hard in preparation—along with talent and expertise. We thank all history first-hand. Now beginning its our hundreds of supporters outside of of our members for what we have 16th season, the Concert Committee, the village who volunteer—our Fair accomplished together this past year. chaired by Cordelia Chamberlin and is a unique event. We celebrate Fran Bonnie Getty, has shown continued The Old School remains a major focus Holmbraker and the Fair Committee resilience and creativity in finding new for their continued excellence. for the Waterford Foundation, and it concert venues while we await our is fitting that just in time for its 100th new auditorium. Finally, we thank and commend our anniversary in 2010, we were again dedicated staff, most of whom are able to open the beautifully restored Updating the existing easements former Board members, whose love classroom building for the Waterford on our properties with the Virginia for the Foundation inspired them to Homes Tour & Crafts Exhibit. We thank Department of Historic Resources join us professionally. We extend a the Old School Steering Committee has been a major focus of our Land deep gratitude to all of you for your chaired by Hans Hommels and all who Use Committee, led by Walter Music. continued support, and we look helped with this effort. The Committee also is working forward to seeing you at all of our to expand the Loudoun County events! We’ve made significant fundraising Waterford Historic District through progress for our new auditorium. We the cooperation of property owners With warm regards, met the $100,000 challenge grant around the village with the long-term from the Cabell Foundation by raising goal of making county historic district $300,000! Since then our successful boundaries consistent with those of sale of state rehabilitation tax credits to state and federal Landmark districts. loyal supporters, along with donations, President events, and grants have brought our The Waterford Foundation remains Raise the Roof capital campaign totals financially sound due to the adept to more than $700,000. Thank you stewardship of the Finance Committee to our Development Committee co- led by Treasurer and Finance Chair, chaired by Melanie Herman and Tom Melanie Herman. The Waterford Simmons in 2009 and now chaired by Foundation has no debt, and our Stephanie Kenyon. Board of Directors has committed to a balanced budget for 2010. Our 14 properties have never been in better condition due to the A new standing committee, the stewardship of our Properties Planning Waterford Homes Tour & Crafts and Management Committee under Exhibit Business Management the leadership of Dave Bednarik. As Committee, established this year, you will read in his report, the Mill, will be responsible for strategic

1 From the Executive Director

members, volunteers and supporters Fair and Christmas at the Mill were have our heartfelt gratitude for their huge successes. extraordinary generosity. Although our Indicative of the achievements we fundraising efforts are moving forward collectively have accomplished, slower than I’m sure we all would like, the Foundation this year received progress continues to be made. prestigious recognitions. The Loudoun There is always room to improve County Chamber of Commerce effectiveness and increase efficiency, selected the Waterford Foundation as a and in 2009 many steps were taken finalist in the category of best nonprofit to streamline staff operations to better organization. We were honored to support the goals and direction of be so recognized and to convey our our Board. Committee meetings were preservation message to the broader attended by staff, providing support business community. And the Loudoun to the Chairs and follow through County Design Cabinet selected on program initiatives. Targeted Waterford as the recipient of the training has been received, and Loudoun Legends award, recognizing technical support for office operations the historical achievements and lasting enhanced. Financial processes have impact Waterford preservation efforts s we enter 2010, the Foundation is been strengthened, and procedures have had on the Loudoun County Awell poised to celebrate a memo- documented. Alignments of staff landscape. The Foundation also rable time in its own history. On April responsibilities have been clarified, received the Design Cabinet’s Students’ 15, 1970, Waterford was designated by and position descriptions appropriately Award, based on the selection by the U.S. Department of the Interior as revised. And, most important, we have high school students of Waterford as a National Historic Landmark. It was heard concerns from our members on representing all that is best in Loudoun no small feat to achieve that designa- a variety of issues and have worked County. The students’ collective tion, and it has been no small feat dur- with the Board to ensure they are memories of participating in our ing the past four decades to ensure the addressed. Please continue to feel Second Street School Living History integrity of our landmark status. comfortable in providing us with your Program and attending the Waterford The continuous strides that the earnest feedback; we can only fix what Fair spawned a lasting impression. Waterford Foundation has taken we realize is in need of repair. Both awards were presented to us by the Loudoun County Board of are well recognized throughout the As I stated last year, your amazing Supervisors. national preservation community as support to the Foundation is key to its incredible grassroots achievements. continued success. The economy has proven to be It’s a recognition which we, as both an a challenge for us all. We are an As we move forward into 2010, you organization and a community, should organization fortunate to have a solid continue to be served by an incredibly be proud of. Is our work finished? history of self-reliance and grassroots dedicated staff. Martha Polkey, our Far from it. Are there challenges we support. But we are not immune to Communications and Operations continue to face? Most emphatically. the tough, philanthropic decisions our Coordinator, and I remain the only Are we positioned to continue forward traditional sources of giving are facing. full-time employees. Margaret Good as we have in past? Absolutely. To each of you, we extend our heartfelt serves as the Director of Properties thanks for the support you continue and Land Use Programs, and with her During the past few years, the to provide us, and we hope you long history and experience with the Foundation has systematically realize that we especially appreciate reviewed its properties, its programs, Foundation, serves as our corporate your continued generosity during and many of its procedures and memory. With the departure from these difficult economic times. This is practices to ensure our continued our staff of Annie Goode, Kathleen particularly true as we embrace this ability to prepare for and respond Hughes, immediate past president of landmark anniversary of our Landmark to the challenges we face. Despite the Foundation, stepped down from designation. We are truly honored by the setback that the Old School fire the Board in May to assume the mantle the responsibility you have entrusted in presented and the challenges of today’s of Manager, Development Programs. our care. economic climate, we have made Her enthusiasm and dedication have With deepest appreciation and enormous strides to return this iconic enhanced our fundraising efforts warmest regards, structure back to the community. and fully embraced the guidance And this we have done without and direction of our Development cutting back on other program areas Committee. And once again, through and without incurring debt, both of the exceptional guidance and care of Nancy J. Doane which are remarkable achievements. Fran Holmbraker and Fair Assistant Executive Director We take pride in this fact, and our Mary Kenesson, the 2009 Waterford

2 Fair Committee

Homes Tour & Crafts Exhibit Fair Committee

Fran Holmbraker, Chair “Very much looking forward to the fair this year—it is an awesome event!” Jeff Ball Jill Beach “….What a great Fair this year. The Peggy Bednarik weather was beautiful and the crowds Ann Belland were spread out so that no one day was overcrowded.” Margaret Bocek June Campbell “Good morning! I had a wonderful time Robert Carr at the Waterford Fair this year, as I do Cordelia Chamberlin every year!” Roy Chaudet “….My wife and I have attended the Fair Betty Cox in past years and have always enjoyed the Carol Davis crafts, the house tours, and the opportuni- John DeCourcy ties to purchase some unique things.” Wilma Dillon “….Your event is considered a top pick Ken Dunne among heritage artisans.” Mark Fletcher Bonnie Getty he Waterford Homes Tour & Crafts Evelyn Godfrey TExhibit Committee thanks the more than 400 volunteers whose time and Margaret Good dedication produced the 2009 event that Ann Goode inspired the preceding comments and Jackie Gosses A young weaver learns of warp and weft upon the many more. It was an exciting 66th an- lap of a Fair demonstrator. Jim Gosses nual Fair. Tom Hertel Fair because of ill health. The Chungs, The weather was perfect. Christa Holloway with their wonderful wooden Santas and Hans Hommels We had the classrooms in our beloved a demonstration that children (and even Judy Jackson Old School just in time for the Fair. The some of their parents as children) loved, newly restored and refurbished rooms on were sorely missed in the Second Street JoEllen Keating the first floor welcomed home crafts dem- Schoolyard. And everyone knows the Sally Keefer onstrators, who have historically been Becks, of Iron Apple Forge, who have Mary Kenesson showcased in the Old School classrooms inhabited our Forge for many years. The Jan Kitselman and the auditorium. The second floor, crafts demonstrators, through their booth Connie Kozmann with its natural lighting, was a beautiful fees and their demonstrations of traditional Janet McLean space for the Photography Exhibit. In- methods of craftsmanship, contribute to Don Nicolson creased infrastructure was required in or- both the preservation and educational Bern O’Dell der to hang the show in a new space. The missions of the Foundation. Phil Paschall exhibit, under the guidance of Jill Beach Fourteen generous residents in the village Schuyler Richardson and Schuyler Richardson, is growing. opened their houses to fairgoers. The Kitty Rose One-hundred fifty-four crafts demonstra- Homes Tour is a very popular and impor- Paul Rose tors, carefully juried, Sherry Satin were chosen for the Peggy Sattler excellence of their work, John Schappert their ability to commu- Terry Schappert nicate their skills, and their thorough knowledge Bob Schotta of their craft. As always, Robbie Smith these talented craftspeo- Susan Sutter ple formed the core of Mimi Westervelt the Fair. We missed two Tami White long-time participants; Ben Winder Winchell and Ann Chung Billie Wynkoop and Joseph and Sue Ann Beck sadly have ended Bruce Wynkoop A young drummer leads the Fife and Drum Corps of the Stonewall their run at the Waterford Brigade.

3 Fair Committee Report tant part of the Fair. Visitors can visualize living modern The Fair is a hands-on lives in old buildings and learn how an old house can delight for children, accommodate a seamless addition. The Marshall Claggett where they learn House, a small log cottage, open to the public as a tour about traditional house for the first time, helped educate visitors about the crafts by doing: tool- African American history in Waterford. The Homes Tour ing leather, dipping alone, directed by Cordelia Chamberlin and Bonnie Getty, candles, turning a clay requires 150 volunteers as docents. pot, making a broom, The Book Nook moved to the Old School. We believe the weaving handspun new location contributed to a much improved outcome wool into cloth, and for this still relatively new exhibit, led this year by Peggy much more. Entertain- Sattler. Authors signed books and a week-old black lamb ers provided more signed calendars. Don’t ask; you just have to come to the to charm them: they Waterford Fair. were mesmerized by a mime, a puppet For the seventeenth year, the Fair Booklet, program and show, the always- reliable teaching tool, was largely supported by the Booklet present organ grinder, Page Donor program. Foundation members were able to and The Funny Guy. purchase a page or a part of a page in the booklet, which They petted sheep. The A week-old black lamb puts hoof to pad nearly covered a costly feature of the Fair. Waterford Magician and then paper to "sign" a calendar of lo- cal shepherds' flocks. The spice that kept the village lively was the street enter- once again left them tainment by nearly 30 performers and performance groups. wide eyed, as he had done for some of their parents before The Mt. Zion Methodist Church gospel singers were rocking them, always at the Waterford Fair. They danced to the the wooden floorboards of the JohnWesley Church on rousing music at the Old School stage, and marvelled at the Saturday, and lovely music by the Loudoun Chorale later noise and action of the antique farm equipment. filled the same historic old church. We were fortunate to The Homes Tour & Crafts Exhibit is the Foundation’s major have a unit from the 3rd Infantry Old Guard, resplendent source of unrestricted income, which supports our opera- in red and cream 18th-century style dress, who marched tions and maintenance of our historic properties. majestically down tree-lined Second Street and brought tears to many eyes with a solemn drill and music in the vil- lage center. They are from the ceremonial unit of the Army, Christmas at the Mill stationed at Ft. Myer. Renactors from this same 3rd Infantry, from the Civil War era, were camping at the Schooley Mill For yet another year, our creative crew including Peggy Barn Area. Together with the 8th Virginia, encamped at the Bednarik, Carol Davis, and Mary Kenesson, with a lot of Old School, the soldiers were led by their Fife and Drum help from more volunteers, made the Old Mill feel warm Corp to our Union cemetery for the moving wreath-laying and (almost) cozy in December. Heaters from Don Nicol- ceremony on Sunday. son and the Bednariks were most welcome. The handmade crafts of more than 60 artisans, displayed with imagination and a good eye, attracted a steady stream of visitors, though no crowds, for most of the weekend. Santa Claus appeared on Saturday. The Waterford PTO warmed everyone with hot chocolate, cider, and homemade baked goods. The three floors, bright- ly lit and sparkling with Christmas, hosted the reception to thank our Fair volunteers on Friday evening. Christmas at the Mill does not have a budget. It depends on posters, fliers, word of mouth, notices in local publications, and a lot of leg work by volunteers. In spite of bad weather on Sat- urday, proceeds from this still-new weekend event earned as much as in 2008. Again, some shoppers had not been to Waterford and did not know about the Fair. We expect that there will be some new visitors in October.

Fran Holmbraker The skill and attention to detail of basket maker Robert McNamara, using traditional tools and techniques, were on view at the Fair.

4 Education and Cultural Events Committee

embers of the Education Committee course of Past Perfect, a program for in- Education Committee Mhad another good year of working ventorying the many documents, photo- together for public outreach. Waterford’s graphs, textiles, tools, and furniture in our Bronwen Souders, Chair history, less tangible than the land and possession. Edith has already entered the our buildings, can be fragile and fleeting. several hundred books formerly belong- Ann Belland When descendants visit and share their ing to the Franklin Library of Waterford, Cordelia Chamberlin research and photographs—and we in until recently stored by the Loudoun Edith Crockett turn can share what we have learned with Mutual Insurance Company of Waterford. them—everyone gains, including future We thank President and CEO Chris Shipe Bonnie Getty visitors and school children, descendants, who oversaw their storage and transfer to Kathleen Hughes and individuals interested in a local the Foundation. We are extremely grate- Judy Jackson aspect of our nation’s history. Research is ful to Leland Mahan of Hall, Monahan, ongoing about the many families—black Engle, Mahan & Mitchell, Leesburg, who Sherry Satin and white—who have called Waterford donated, among other furniture items to Mimi Westervelt home since the 18th century. Members the Foundation, two map cases, which we Nancy Doane, Staff Liaison of the committee have aided descendants are using to store the maps of individual seeking more information about their properties, data on the Waterford Area families and have supported research for Plan, and many other maps, old and new, Concert Committee several national publications. in our collection. Eleanor Adams Fred Johnson added two more items to his Marie Anderson Second Street School previous generous donation of Waterford Furniture: a rare bureau and a one-of-a- Jill Beach This nationally recognized program completed its 25th year of outreach, free kind youth chair. Margareta Blitz of charge, to local fourth graders, who Margaret Bocek role-play the African-American children Walking Tours Caroline Brock of 1880 in the village. Our thanks to the Sherry Satin and Ann Belland continue to docents, listed below, who reliably, for Cordelia Chamberlin conduct walking tours, when requested, six weeks in the fall (October to mid- and offered them the last year for con- Eric Christenson November) and two months in the spring certs in Waterford. During the summer a Michele Cotter (April-June), efficiently and graciously group of about 40 middle and high school volunteer as Miss Aura Nickens, the schol- Amy Denicore youngsters from a church in Alexandria ars’ teacher in the 1880s. Information came to Waterford for a tour. Another Virginia Friend about the program, produced by a grant group of younger students, a Jack and Jill from the Paul Mellon Foundation, is avail- Bonnie Getty group from Northern Virginia, spent the able through the Foundation website at: afternoon. Both groups were interested in Charlotte Gollobin www.waterfordfoundation.org/education/ Mary Ann Henderson second-st-school-interactive/index.html. Melanie Herman Judy Jackson, chair and docent Debbie Strange Janet Jewell Meghan Cantrall Claire Kincannon Elsa Anders Juanita Koilpillai Sandy Lund Betty Cox Connie Moore Bronwen Souders stepped down as a Catharine Patton docent after 24 years to devote more time Schuyler Richardson to village history and help manage the Peggy Rust archives. Rick Ryan Our popular concert series (see separate report below), still displaced by the 2007 Patricia Shoaf fire of the Old School auditorium, has Kristine Struba continued, under the energetic leadership of Cordelia Chamberlin and Bonnie Getty. Antonia Walker Tamara White Archives In April retired SSS coordinator Kathie Ratcliffe In July, Edith Crockett and Bronwen received Loudoun County's Outstanding Heritage Souders completed an on-line 3-day Volunteer Award for her 24 years of service.

5 Education and Cultural Events Committee Report the village's African American/Quaker history and asked good questions. Descendants of Lewis Klein, builder of the Pink House in the village, returned for a night’s stay and tour of the village the next day. They shared considerable Myriam Avalos Teie information with us that was new to and Rosanne Conway our records. In support of the Water- performed a benefit holiday concert for piano ford-based Journey Through Hallowed four hands in December Ground, we guided two students from at the Hill School in Springfield High School, Fairfax Coun- Middleburg. Proceeds ty, as they studied the relationship of a from this Development- historic site to its environment. Committee-sponsored event went toward the It is a pleasure to share the village Raid the Roof Campaign.. with such interested groups and while guides volunteer their time, donations support from the National Park Ser- Cafritz Young Artists presenting an to the Waterford Foundation are grate- vice and the Estate of Paul Mellon, afternoon of opera and operetta to an fully accepted. we introduced this year an interac- audience of 200. A reception at the tive website module conveying key manor house followed. The Lucketts Phillips Farm aspects of Waterford’s unique African Community Center was the venue for American history. Sincere thanks to John Souders and Mimi Westervelt the following two concerts: Elisabeth our consultants, Glenshaw Interactive collaborated on a flier (designed by Adkins and her husband Edward and Boru TV, and village descendants, Newman, an internationally known Rob Hale) containing facts about the for making it happen: www.waterford- violin and piano duo, and young history, wildlife, and plants of the farm, foundation.org/african-american-map/ award winners from Washington’s keyed to the 20 numbered posts along WF_Af_Am.html Levine School of Music, who always the nature and history interpretative dazzle the audience with their talent. trail, a mowed path back to the 18th- Between Hawk and Buzzard. The century dam. extensive research undertaken by The sanctuary of the Catoctin Pres- co-authors Taylor Chamberlin and byterian Church in Waterford was the John Souders chronicles Waterford’s setting for the final two concerts: the 2009 Fair Exhibit surprisingly active role during the Civil Monumental Brass Quintet, which “A Fine Implement: Manufacturing War and is scheduled for release by transported the audience on a musi- in 19th Century Waterford” was the McFarland Publishers in the spring of cal journey from J. S. Bach to Louis committee's contribution to the Fair. 2011, in time for the 150th anniversary Armstrong, and the Master Singers Ann Belland, assisted by Edith Crockett of the start of the war. The authors will of Virginia, one of the finest choral and Bronwen Souders, assembled be donating their share of the proceeds ensembles in the region. Commit- objects, text, and photographs of to the Waterford Foundation. tee member Connie Moore and her implements relating to textiles, tan- husband Jim Behan hosted a festive ning, blacksmithing and woodworking Concert Committee holiday reception for all season sub- in the village. Fred Johnson, dedicated scribers and donors. In 2009 the Waterford Concert Series researcher, collector and donor of celebrated 15 years of bringing the Two special events added to the much of the furniture production of highest caliber classical music to season. The first was a recital featur- John and William T. Mount and Lewis Loudoun County. According to Dr. ing pianist Mathew Bachman and the Neil Hough, deserves many thanks not Eric Reid Jones, director of the Master hauntingly romantic music of Scottish only for donating half the exhibit but Singers of Virginia, our November composer Geordie Riddell. The recep- for guiding it as well. Visitors enjoyed performers, our series has been for tion afterward was held at the home of seeing furniture that had been manu- many years “the most dynamic musical Brown and Margaret Morton. For the factured in the village displayed, once series in Northern Virginia, bringing in second year, the talented Marks family again, in the Chair Factory, the build- some of the best and most vibrant acts offered the community a summer eve- ing of their origin, after a lifetime of from all over the world.” This year the ning of musical entertainment. use. The furniture remains as a display concerts took place at three different The Waterford Concert Series would for visitors on appointment. venues, finally returning to a church in like to recognize its loyal sponsors for Waterford. their many years of faithful support: Special Projects The season opened at the historic founding sponsor Loudoun Mutual The African American Experience, Georgian mansion Raspberry Plain Insurance Company, the Physicians Waterford, Virginia. Thanks to grant outside Leesburg with the Domingo- of the Cornwall Pavilion in Leesburg,

6 Property Planning and Management Committee

he Property Planning and 2010 Concert Series TManagement Committee continued Properties Planning and to focus on the maintenance and Management Committee Cavatina Duo repair of Foundation-owned buildings in 2009. Fortunately, sufficient funds A guitar and flute, a husband and David Bednarik, Chair wife, Denis Azabagic and Eugenia were available to complete most of the Moliner items identified in the maintenance David Chamberlin March 21 and repair plan the committee Ted Droppa developed. Ken Dunne A Taste of Spring* A few of the major exterior projects A benefit at historic Rockland, Cary Gravatt completed in 2009 include: The wood with a performance by violinist Bern O’Dell Stephen Tavani siding on the rear (west) side of the April 11 Schooley Mill barn was replaced and Nick Ratcliffe painted; the metal roofs on both the Margaret Good, Staff Liaison IBIS John Wesley Community Church and A chamber music society, the Bond Street barn were painted with guest artists to prevent further rusting, thereby April 25 extending the life of those roofs; the weather in 2009 continued to take a Corner Store roof required substantial toll on our older trees. A few large Next Generation repair, painting, and replacement of trees fell at the Mill and at least one Young competition winners from rotted wood on the mansard; and the other large tree was removed as a the Levine School of Music side doors on the Chair Factory were preventative measure. The cleanup June 6 rebuilt to provide better security, to used significant funds that would prevent water infiltration and hopefully have been available for other building Musical Remarks: Marks Brothers to keep out animals. The repairs to improvements. and Friends* the Chair Factory were identified by A free concert with a talented family I thank all who have contributed time the Virginia Department of Historical August 7 and effort in 2009 to maintaining the Resources in 2008 as necessary. Foundation’s properties. Maryland Opera Studio Significant work was completed on Semi-staged opera scenes by an the old Mill in 2009. With a generous acclaimed performance ensemble contribution from a private donor the November 7 David Bednarik Foundation was able to move forward *These special events are not part of the with a project to uncover the original subscription series. entrance to the cellar. This entrance was located under the flagstone The roof of the John Wesley Community Church, here patio on the rear of the building. an object of a summer tour for an Alexandria, Virginia, and Presidential Bank. It would also A section of the patio was church group, received a paint job. like to thank Bob Sanders and Western removed, a new stone stairway Loudoun Restoration for generously was laid, and a full-sized door sponsoring the season's final concert. was built underneath a new Kent Marrs of our local Village Win- wooden deck. The new cellar ery has supplied us with wine for our entrance will provide easier receptions. Generous benefactors, as access for future repairs and well as advertisers, help to support the stabilization of the Mill, and series as well. This year many of our it enhances the possibility supporters also donated to the Raise for restoration of some of the the Roof campaign to help rebuild Mill’s mechanical systems. the Old School auditorium so that the Some interesting artifacts series can soon return to a permanent were uncovered during the home. Most important, the Foundation excavation process. An would like to thank the many commit- archeological inspection was tee members who have provided their done of all excavated areas support over these past 15 years. and all work was approved by the National Trust for Historic Preservation, which holds the easement on this property. Bronwen Souders The heavy winds and wet

7 Development and Special Projects Committee

n January 25, 2009, the round of tax credits will be available Osecond anniversary of the fire once the auditorium is completed. Development Committee that destroyed the Waterford Old School, the Raise the Roof Capital In June the Raise the Roof Advisory Melanie Lockwood Herman, Campaign was officially launched at Committee was appointed to broaden Co-Chair support for the Capital Campaign. the beautifully restored Old School Tom Simmons, Co-Chair classroom building. The event drew This excellent committee met for the more than 100 community members, first time at the Old School to develop Margaret Bocek Foundation supporters, and reporters plans for further fundraising activities, Bonnie Getty including the Old School Construction from The Washington Post, Middleburg Hans Hommels Eccentric, and Leesburg Today. Bond program which was introduced Welcoming the greater Waterford at the Fair and has brought in about Stephanie Kenyon community to support the goals of $2,100. This program is modeled after Susan Sutter the very successful bond “investment” the campaign and envision the future Nancy Doane and Kathleen Hughes, program that helped raise thousands role of the Waterford Education and Staff Liaisons Cultural Center, the Old School for saving the Phillips Farm. Old celebration was also a public thank School Construction Bonds are you to the first wave of donors as well available in $100 increments and are a Raise the Roof as leaders of the regulatory boards and true investment in the rebuilding of the Capital Campaign commissions whose approvals of the Old School. plan for rebuilding have been granted. Advisory Committee Special Events Jill Beach One year later, the restoration of During the afternoon of Saturday, the classroom building is complete, May 23, garden enthusiasts from Jim Behan and Connie Moore and generous pledges and donations across the greater Washington area Bruce and Beth Cleveland from Foundation members and journeyed to the Village for the Steve Combs supporters have raised more than “Waterford Cottage and Country $700,000 toward the ultimate goal Garden Tour,” a wonderfully-planned Dennis and Michelle Cotter of $1.6 million for rebuilding the and executed event chaired by former Cary and Ann Gravatt Old School auditorium. A giant step board member and long-time resident Robert and Catharine Patton was made on June 30, 2009, when Sherry Satin. The event, which was the Foundation’s fundraising efforts made possible by the hard work of Richard E. “Mel” Whiteley reached the $300,000 mark—earning a stellar committee, brought happy Cate Magennis and Steve Wyatt us a $100,000 challenge grant from visitors to 10 beautiful village gardens the Cabell Foundation. Another big and included a garden-photography step was taken at year's end, when the workshop in Schuyler and Tom President Susan Sutter and her Foundation was able to earn $122,528 Edmond’s garden (photo at left) and husband Charles at their lovely home in Virginia state tax credits. A second a lecture on container gardens by and “Bluegrass at Chestnut Hill” resident expert Mary Dudley at the Old hosted by Treasurer Melanie Lockwood School. Photographs taken by local Herman and her daughter Jessica. photographer Jim Hanna were later These events collectively netted nearly incorporated into the Foundation’s first $15,000 in support for the Campaign. full-color book, Waterford, Virginia: On September 5th the Waterford Preserving Our Heritage, which was Community Picnic at the Mill and released at the Fair and continues to be Phillips Farm benefited the Raise the available for sale for $35 at the Corner Roof Campaign, and also served as the Store and at blurb.com. Jim donated official ribbon cutting for the Phillips his magnificent photographs to Farm’s new interpretive trail. About benefit the Raise the Roof Campaign, 80 families, friends, children, and including the lovely “Phillips Farm ever-enthusiastic Loudoun Wildlife through the Gardens of the Griffith/ Conservancy members hiked the trail Gover House” which was featured on on a summer evening and watched this year’s Fair poster. Phillips Farm Committee Chair Mimi Westervelt free a monarch butterfly A variety of other public and private into the wild. BZ’s Barbecue donated special events were held to benefit the picnic suppers, so the event raised the Raise the Roof Capital Campaign about $300 for the campaign. in 2009, including an “Evening at Master pianists Myriam Avalos Teie and A view of the Edmonds-Richardson garden. Elmwood” hosted by Foundation Rosanne Conway graciously performed

8 Rebuilding the Old School Steering Committee a delightful Holiday Piano Concert his past January marks the 3-year at the Hill School in Middleburg on Tanniversary of the devastating fire Sunday, December 6th. Waterford that left approximately one-half million Old School Steering stalwart Jill Beach and Middleburg dollars of damage to the Old School Committee supporter Ursula Landsrath organized classroom building and completely this event, aided by many Waterford destroyed the auditorium. Hans C. Hommels, Chair Concert Series Committee members, Dave Bednarik eager to return music to the Old The Steering Committee for Rebuilding School. the Old School is proud to report that Walter Music we now have a beautifully restored Susan Sutter The Endowment Fund classroom building that has been Because of the emphasis on raising used on a monthly basis for our Board funds to rebuild the Old School, no meetings, the Waterford Fair and other the Waterford Foundation. It is up to fundraising efforts were initiated to meetings and gatherings this past the Foundation A concerted effort has augment the Endowment Fund and no year. Those who attended the January been made this past year to seek the discretionary funds were designated 25, 2009, event at the Old School, remaining funds needed to complete for the Fund. Declining economic kicking off the Foundation’s capital the structure. Substantial funds were conditions reinforced the prudence of campaign to raise funds to rebuild the collected from our supporters through this approach. auditorium, responded enthusiastically the efforts of the staff and board to the work that has thus far been members present and past. We need Grants completed. only to secure an additional amount of In addition to the $100,000 Cabell $500,000 to begin the construction of The architectural plans for the new grant, the Foundation received a grant this new building. auditorium were completed last for $18,638 from Visit Loudoun, and year and received approval from the a number of small grants for other The Steering Committee wishes to Loudoun County Historic District programs, including $3,750 for repairs thank all those individuals who have Review Committee, the Virginia and repainting of the exterior of the thus far contributed towards the Department of Historic Resources, and John Wesley Community Church from rebuilding effort, and we look forward the Waterford Foundation. the Loudoun Preservation Society, to your continued support in 2010. and corporate grants of $10,000 from The exterior of the new auditorium Dominion Virginia Power, $5,000 from will match the historic exterior of Hospital Corporation of America, and the Classroom Building, and the two $2,500 from Valley Energy. buildings will be connected by a hyphen that contains a kitchen and Hans C. Hommels Annual Appeal display hall. In accordance with the The 2009 Annual Appeal focused wishes of our members, the auditorium on the Foundation’s achievements in will be approximately the same size these difficult economic times. During as the old one, but the stage will be 2009 the members and supporters deeper to allow performers to move of the Waterford Foundation Annual to either side of the stage behind the Appeal once again demonstrated their rear curtain. From the auditorium, commitment to the preservation of three sets of doors will lead out to historic Waterford. The Foundation is a stone terrace to facilitate outdoor deeply grateful for this support and the gatherings. Doors at the front lead to dedication of hundreds of volunteers a larger vestibule area for gathering and supporters, without whom the before events, two additional required mission of the Foundation would be handicap bathrooms, and a required impossible. As 2009 ends, we can ramp providing handicap accessibility look forward to our 40th anniversary to the building. A large unfinished in 2010 as the Waterford National basement will house mechanical Historic Landmark. systems and provide the Foundation with open space for future use.

To recap, all plans are in place for the Melanie Lockwood Herman construction of the auditorium to take Stickers for donors to the Raise the Roof its place in history as the educational Capital Campaign were one of several tools to and cultural center for Waterford and raise awareness and keep momentum for the auditorium fundraising project.

9 Land Use Committee

he mission of the Land Use of protection to these TCommittee is to help protect and additional 458 acres. preserve the rural landscape within the 1,420-acre Waterford National At the same time, the Historic Landmark, as well as the Land Use Committee historic character of Waterford’s finalized additional architecture. This mission has become guidelines that it increasingly important with the growth will recommend and development of the County. Efforts the county consider to safeguard threatened and significant adding to the sites in and around Waterford still Waterford Historic require the sustained diligence and and Cultural vigilance of the Foundation: its Conservation members, its neighbors, and its friends. District Guidelines. The properties that will be part of the An aerial view of the National Landmark shows the historic field Projects expanded District are patterns around Waterford village. more rural in nature Much of 2009 was spent continuing than the present village District. The the market for sale. The Land Use with three projects that had been present guidelines were designed for Committee researched the possible started in previous years. The first, the village proper, and do not discuss uses and ownership records which led and perhaps most important, was the more rural properties. to the eventual purchase by a friend finalization of the Land Development of the Foundation. This property will Application seeking a zoning map The third activity was to clarify and now remain in its current undeveloped amendment to rezone 20 parcels strengthen the easements on the state. in Waterford so they are subject to Foundation’s properties in coordination the Waterford Historic and Cultural with the appropriate easement holders. • There is an access easement Conservation Overlay District Amending these easements has long across the Foundation’s Schooley (WHCCD). This effort will more than been the goal of the Foundation Mill meadow parcel that leads to a double the present 302-acre district, and one of our easement holders: property that is land-locked on the with the addition of 458 acres. The the Virginia Department of Historic west side of Ball’s Run. This easement WHCCD is within the boundaries Resources. These easements were needed to be rewritten in order to of the Waterford National Historic originally written in the 1970s, and as minimize the visual impact that would Landmark. The Foundation’s goal is such need to be brought in compliance occur when the access easement was to eventually match the boundary with modern standards. This will be in use. The original easement was the of the WHCCD with those of the an ongoing effort, given the number of shortest access point, but it was the Landmark. This is the goal of the easements that need to be updated. most visually obtrusive. By working County’s Revised General Plan and with the Virginia Outdoor Foundation the Heritage Preservation Plan as well. and the owner of the adjacent Expanding the District provides a layer Miscellaneous Activities property, holder of the Schooley Mill easement, the Foundation was able to A range of other projects filled out the solve this problem. Committee’s plate for the year. Land Use Committee The Land Use Committee meets • The Foundation is responsible for monthly, generally in the evening, in enforcing easements and covenants the Waterford Foundation offices. Walter Music, Chair on 15 properties in Waterford. This Linda Erbs year procedures and policies were written to define the responsibilities of Lori Kimball the Foundation and of these property owners when it comes to making Phil Paschall Walter Music changes to those properties. This is Patti Psaris to eliminate any confusion that the property owners may have and to Karl Riedel ensure that the Foundation enforces Jim Sutton the easements consistently. Margaret Good, Staff Liaison • At the corner of Factory and Janney Streets is a parcel known as the Metzger property, which was put on

10 Phillips Farm Committee Report

he Phillips Farm committee, and a color Testablished in 2008, is responsible brochure were for effective stewardship of the completed in Foundation's 144-acre Phillips Farm August. In land property. It ensures that activities management, and practices on the property are the committee consistent with the Virginia Outdoors reviewed and Foundation conservation easement finalized the and with the Waterford Foundation’s Phillips Farm Phillips Farm Management and Land Land Use and Use Plan, including development of Management programs to further protect and foster Plan with help understanding of the property’s unique from the local natural, historical, and agricultural community resources. and posted it on the The 2009 Phillips Farm Work Plan Waterford identified four areas of concentration: Foundation natural resources, agriculture, historic website. This preservation, and land management. plan undergoes Detail of the map in the interpretive trail brochure designed by Rob Hale. This year, in the natural resources review on area, the committee made significant an annual basis for the purpose of participated in the tagging and release and observable progress in enhancing facilitating stewardship of the property of Monarch butterflies in their annual the riparian buffer with plantings of with the community, federal and state fall migration to Mexico. approximately 500 native trees and natural resource agencies, and private With the support of our membership, shrubs, controlling invasive plant conservation organizations. species such as tree of heaven and partners, and local community, we can multiflora rose, assessing bird and In April 2009, the Waterford continue to serve as good stewards butterfly populations, and monitoring Foundation honored Joe Coleman, protecting the environmental quality, the water quality in the South Fork President of the Loudoun Wildlife agricultural value, and open space of Catoctin Creek. In agriculture, hay Conservancy by selecting him as integrity of the Phillips Farm. production proceeded with the help of Volunteer of the Year. Our responsible a local farmer. In historic preservation, stewardship of the Phillips Farm and an interpretive trail with 15 signposts our compliance with state and federal regulations is a direct result of our formal partnership with Joe and the Miriam O. Westervelt countless volunteers he has organized for Phillips Farm natural resource protection. The highlight of 2009 was the Phillips Farm community picnic on Labor Day weekend. A ribbon-cutting ceremony Phillips Farm commemorated the formal opening of the self-guided trail with signposts Committee and interpretive brochure. This event represented the culmination of more Mimi Westervelt, Chair than three years of Phillips Farm Joe Coleman Committee effort. Special recognition was given to Rob Hale for designing Otto Gutenson the signposts and brochure and to the Rob Hale Piedmont Community Foundation for Bruce McIntosh financial support in trail construction. Over 70 members of the community Phil Paschall enjoyed barbeque, learned about Patti Psaris the various programs of the Loudoun John Souders Wildlife Conservancy, followed local Loudoun Wildlife Conservancy President Joe Margaret Good, Staff Liaison Coleman, left, guides a tour of the Phillips naturalists and historians as they led Farm trail at its official opening. an informative walk to the dam, and

11 Treasurer's Report

he Waterford Foundation Foundation’s results as compared to its Furthermore, the Endowment Policy TFinance Committee doubled its approved Budget, and consider special Statement provides that no income or membership during 2009 to a record fiscal issues. In mid-year the Board appreciation earned on the fund will eight members. The Committee agreed to receive, review, and approve be available to be spent by the Board discussed priorities and reached full reports—including the three stan- until the Fund has received aggregate consensus on two important goals: dard nonprofit financial statements— contributions of at least $100,000. on a quarterly basis. The Finance Com- During 2009 Endowment earnings re- • Increasing the financial awareness mittee made monthly presentations to plenish in part 2008 investment losses. of all Foundation Board members in the board throughout 2009. The balance of the fund at year’s end order to empower the full Board to was $46,200. Although there were no provide fiscal oversight; and During the summer the Foundation new contributions to the Endowment invited six Washington-area CPA firms • Putting out for bid the annual audit during 2009, the members of the Fi- with nonprofit expertise, including the nance Committee and Board discussed and preparation of the Foundation’s Foundation’s incumbent audit firm, IRS Form 990. on several occasions the need to to submit bids to provide audit and develop a strategy to build the Endow- The Finance Committee made prog- tax return preparation services to the ment so that it can realize the purpose ress on its first goal in June 2009 with Foundation. All six firms responded for which it was established. the delivery of a workshop for the with detailed proposals. After careful entire board on “reviewing nonprofit review, the Foundation Board selected Revenues and Expenses financial statements.” Concurrent with Yount, Hyde, and Barbour as the or- this training the Board adopted a new ganization’s auditor for the fiscal years Total unrestricted revenues for 2009 were $830,311. Total revenue included format for the presentation of financial 2009, 2010, and 2011. This decision $144,670 in revenue “released from information to include three reports will save the Foundation an estimated restrictions.” This refers to amounts that that are standard for nonprofit orga- $30,000 over three years. were temporarily restricted by donors. nizations: (1) a Statement of Financial Despite what has been termed as the Donor restrictions for these funds were Position, (2) a Statement of Activities, most significant recession since the met in 2009 permitting the “release” of and (3) a Statement of Cash Flows. Great Depression, the Waterford Foun- this revenue in FY 2009. The Finance Committee met monthly dation ended 2009 with total assets of Total expenses for FY 2009 were to review these statements, analyze the $5,959,856. Most Foundation assets are reflected in the value of the historic $693,725 versus the prior year expens- properties it owns, whose book values es of $554,000. The increase in ex- Finance Committee total $4,612,286. Cash and cash penses was primarily due to the cost of equivalents at the end of 2009 totaled rebuilding the Old School classrooms. Melanie Lockwood Herman, $1,228,455. The Foundation was fortu- Total expenses for property preserva- Chair nate to remain in good fiscal heath at tion were $139,657 during 2009. Mark Beisler the close of 2009. The Foundation’s increase in net assets Bruce Cleveland Endowment Fund for 2009 was $244,928. This increase is due principally to the receipt of in- Warren Hayford On March 27, 2007, the Endowment surance donations to support the future Hans Hommels Policy Statement for the Waterford rebuilding of the Auditorium. Kathy Koblos Foundation Endowment Fund was adopted. While current fundraising ef- Audit Committee Patti Psaris forts are focused on rebuilding the Old During 2009 the Finance Committee Susan Sutter School, the endowment fund has been recommended that a separate Audit Joan Molchan, established and funded with perma- Committee be established to oversee KAV Accounting LLC nently restricted assets. the independent audit of the Foun- Nancy J. Doane, Staff Liaison Based on the Foundation's Endow- dation’s financial statements. This is ment Policy Statement, only a limited consistent with widely accepted best Endowment percentage of the earnings and net practices in nonprofit organizations. Although the Board did not take formal Investment Committee appreciation of the endowment assets may be used each year to support the action on this recommendation during Foundation’s general activities, and 2009 the Finance Committee recom- Bruce Cleveland, Chair under applicable law no distributions mends that the Board do so in 2010. Mark Beisler may be made from the endowment Dick Storch fund except from net increases in the value of the fund in excess of the Susan Sutter amounts originally contributed to it. Melanie Lockwood Herman

12 Milestones – Retiring Board of Directors Members

From the moment David Bednarik joined the Board, he became the Chair of the Properties Planning and Management Committee (PPM). With 14 properties owned by the Foundation, the PPM Committee has something to attend to 24/7. There is always a property in need of attention, yet there never seems to be enough money to go around. Under David’s leadership, the committee worked hard to prioritize these needs. Annually, he met with the easement holders as they inspected the properties. Their findings took priority. Extensive repairs to the Schooley Mill Barn were attended to under David’s leadership. The Chair Factory received extensive structural repairs so that it could better house archival materials, host meetings, and become more secure by repair of the large doors on the south side. At the Forge, the rear wall was rebuilt, rafters were reinforced, portions of the stone foundation were repaired, and some siding was replaced. Old heating and air conditioning systems were replaced in two buildings, and David selected new energy-efficient and unobtrusive units. Installation of the original cellar door to the Mill had long been planned using a generous gift from an anonymous donor and that was finally completed under David’s leadership. David kept an eye out for needed minor repairs—and these he frequently handled himself. It was never a surprise to find David out with his tools making the day-to-day repairs. He also was a tremendous help to the Fair Committee. David was a dedicated member of the Executive Committee for 2 of the 3 years he served on the board. He will be sorely missed by all committees. We wish him well.

Kathleen Hughes has served the Waterford Foundation for many years. During her first two terms, from 1992 to 1998, she was secretary and co-chair with Bronwen Souders of the Education Committee as it launched the publication, walking tour, and Fair exhibit programs and the George E. Bentley Memorial Lecture Series. During her latest term, 2005 to 2009, she served as Ad Hoc Communications Committee chair, Education Committee chair, Development Committee member, and president for two years as the Foundation restored the Waterford Old School classroom building, finished planning and permits for the new auditorium, and launched the Raise the Roof Capital Campaign to fund it. In May 2009, Kathleen retired as publisher of Capital Books, which she founded in 1998, resigned from the Board of Directors, and began her new duties as Manager of Development Programs for the Foundation, where she continues to raise funds for our programs and properties, including the new auditorium, which she dreams will be built in 2011. She and her husband Neil, Waterford Foundation president in 2000-2001, live in the Samuel Hough House on Second Street in Waterford.

After election to the Board of Directors in April 2009, Kathryn Koblos became an instrumental member of the Board of Directors. Her financial acumen made her a natural addition to the Finance Committee. During early 2010, Kathy assumed increasing responsibilities as CFO of KTA Group, Inc., severely limiting her availability for volunteer activities. It is with deep regret that we learned of her difficult decision to resign from the Board in April 2010. Kathy’s reasoned and insightful presence on the Board will be missed by all, and we sincerely hope to see her return at some future date.

After nearly six years on the Board of Directors, Nick Ratcliffe retired in 2009. While serving on the board, he was an active member of the Land Use Committee where he helped oversee the completion of the easement on the Phillips Farm and on the Hutchison properties. As the Foundation settled into ownership of the Phillips Farm, it was recognized that an ad hoc committee was needed to concentrate on developing a management plan for the Farm. Nick served on this committee as well. And as the county prepared to update their guidelines used for oversight of all their historic districts, Nick worked closely with a subcommittee and the county’s Historic District Review Committee to communicate our special concerns regarding the Waterford Historic and Cultural Conservation District. The county adopted their new guidelines in 2008 after including many suggested updates from this committee. Nick also served on the Properties Planning and Management Committee, where his special forte was the care of the trees on Foundation property. He instituted a rotating schedule for their upkeep and maintenance. We wish Nick well in his retirement and new endeavors.

Tom Simmons retired from the Board of Directors shortly after 2009 ended. We are appreciative of the many, many hours Tom put in during his far too short stay with us. He immediately jumped in to the Raise the Roof effort developing professional materials for us that would best get the word out to potential donors. This enthusiasm earned him the position as Co-Chair of the Foundation’s Development Committee during his tenure with us. He also served on the Ad Hoc Fair Committee and the Executive Committee. Tom owns and operates the Thomas Simmons Agency, a full-service advertising agency based in Waterford, so his expertise was invaluable. He fully supported all the Foundation’s efforts and could be seen in attendance at all our events. We hope that will not change as we wish him well in his future endeavors.

13 Lifetime Members

Until 1993, a lifetime member designation was conferred on individuals who contributed $1,000 or more, or granted an easement on a property within the National Historic Landmark. We thank these generous donors.

Ms. Judy Acheson Mrs. Mercedes Eyssell Mr. Spencer MacCallum Dr. and Mrs. Charles Anderson Mr. and Mrs. Bertram Firestone Mrs. Julian F. McGowin Mr. Patrick Anderson Mrs. C. David Fuller Mr. Timothy McLean Mr. and Mrs. David Banker Ms. Linda Cox Glidden Ms. Ann Mathews Ms. Jill P. Beach Mr. and Mrs. Kevin Goeller The Rev. and Mrs. W. Brown Morton III Mr. and Mrs. William Burch Mr. Jose Gomez Ms. Helen Mosteller Mr. Forrest Byers Ms. Sharon Hall Mr. and Mrs. Charles R. Norris Ms. Ellen Casalaro Mr. and Mrs. H. D. Harper Mr. and Mrs. Lawerence Oaks Ms. Constance K. Chamberlin Mrs. Robert A. Harper Mrs. Robert S. Pickens Mr. and Mrs. David W. Chamberlin Mrs. Elaine Head Mr. and Mrs. Paul E. Rose Mr. and Mrs. John Chamberlin Brig. Gen. Richard G. Head Mr. and Mrs. Eugene Scheel Mr. Robert W. Chamberlin Mr. and Mrs. Frank Heckel Mr. Julien R. Schrenk Mrs. Robert H. Charles Mrs. Frederick Z. Hetzel Mrs. Robert H. Smith Mrs. William J. Chewning Mr. and Mrs. Lyman W. Hull Mrs. Ruth U. Smith Mr. and Mrs. Bruce Clendenin Mr. Thomas G. Jewell Mr. and Mrs. Richard L. Storch Ms Elizabeth Colton Mr. Joseph W. Keating, Jr. Mr. Leo S. Sullivan Mr. W. Bowman Cutter III Mrs. Ellen J. Kellner Mrs. Gladys Tartiere Mr. and Mrs. Edward Davis Ms. Jan Kitselman Mr. Parker Westbrook Ms. Rebbie DeButts Mr. and Mrs. H. Layton Laws, Jr. Mr. James J. Wiley Mr. and Mrs. John DeCourcy Mr. and Mrs. Douglas Lea Ms. Rosemary Wood Mr. and Mrs. Ted C. Dillon Mr. and Mrs. Lawrence Lewis, Jr. Mr. and Mrs. John J. Donovan Ms. Lang E. Lloveras

In Memoriam

Betty Campbell, a Elizabeth "Betsie" Schrenk, the first dedicated, longtime recipient (with her husband Julien) of Foundation volunteer, the Foundation's Lifetime Achievement passed away in August. Award, passed away in October at She is pictured at the age of 88. For 17 years Betsie right with Mrs. James orchestrated the selection and sale of Arnold, selling baked handmade crafts at the Mill during the and canned goods at Waterford Fair. the Corner Store, in a Washington Star photo Robert H. Smith, philanthropist, from the mid-1960s. preservationist and developer, died in Said the sign on the December at 81. He was a longtime door: "Open May to supporter, and his very generious November, Saturday- donation to the Foundation's Save the Sunday, 12 to 5." Landmark Campaign helped permanently to preserve the Phillips Farm as Edward Ryan, retired CIA station chief, Village resident and distinguished U.S. agricultural open space and maintain the military historian, long-time Concert Navy officer Joel Lewis Satin lived with integrity of the Landmark. Series supporter, and the father of Concert his wife Sherry Satin, former Board Series co-chair Cordelia Chamberlin, member, in Old Acre, on Second Street We thank the families who have died in September at age 90. He spoke until his death in December. He spent designated the Foundation as recipient six languages, and amassed a nationally more than 30 years in the Navy Reserve of memorial donations. notable collection of paper toy soldiers. and was a ham radio enthusiast.

14 Waterford Foundation Members

Ms. Judith Acheson Mr. and Mrs. Nicholas Acheson Ms. Eleanor M. Adams Ms. Deborah Adolph Mr. Howard O. Allen Mr. and Mrs. Richard J. Allen Mr. and Mrs. T. Michael Anderson Drs. Fran Appler and Steve Rogers Ms. Teresa G. Auen Ms. Ann V. Bailey Dr. and Mrs. William B. Baine Ms. Rachel Ballard-Barbash Mr. and Mrs. David W. Barton Ms. Jill P. Beach Mr. Russell T. Beal Mr. Jeffrey Bean and Ms. Laura Shaw Fair Chair Fran Holmbraker and Fair Assistant Mary Kenesson position a cloth Dr. and Mrs. William Beaver while member and volunteer Schuyler Richardson photographs a painting for the Mr. John Beavers and Ms. Juanita Koilpillai cover of the Fair booklet. Mr. and Mrs. Bruce E. Beddow Mr. and Mrs. David Bednarik Mr. and Mrs. James J. Behan Mr. and Mrs. Steve Combs Mr. and Mrs. Dennis Eagleson Mr. Ronald J. Benschoter and Ms. Carribelle Conway Mr. and Mrs. William H. Edington Mr. Glenn J. Jessee Jr. Ms. Christine Conway Mr. Thomas N. Edmonds and Mr. and Mrs. Rattan Bhatia Ms. Hilary E. Cooley Ms. Schuyler Richardson Ms. A. Anderson Bishop Mr. and Mrs. Patric Copeland Mr. and Mrs. James E. Edwards Mr. and Mrs. Thomas Blitz Ms. Maggie Copp Ms. Susan Ellicott Mr. John L. Bocek Ms. Julie A. Cornelius Ms. S. Diane El-Shafey Mr. and Mrs. Robert Bocek Mr. and Mrs. Donald L. Cortright Ms. Lucinda Emmet Mr. and Mrs. Frank Boland Mr. and Mrs. Dennis Cotter Mr. Michael Endres Mr. Kenneth J. Bolen Mr. and Mrs. George G. Coupar Ms. Betty J. Evans Mr. and Mrs. Thomas F. Boley Mr. and Mrs. Daniel Courain Ms. Barbara A. Farmer Mr. and Mrs. Wm. Eric Breitkreutz Mr. Eugene Couser Ms. Marilynne Felderman Mr. and Mrs. Michael Brenton Mr. Michael Cowell and Ms. Patti Psaris Dr. and Mrs. John F Ferrell D.V.M. Mr. and Mrs. Peter Brett Ms. Virginia R. Crawford Mr. Gerald Filbin Ms. Lillian Brewer Mr. and Mrs. Andy Crooks Ms. Anne DeCourcy Fletcher Mr. and Mrs. Charles Brock Dr. and Mrs. C. Bernard Cross Ms. Naomi L. Lithgow- Foidl Mr. and Mrs. Patrick Brown Dr. David Crowe Mr. Alan Ford and Ms. Elaine M. Braccio Mrs. Henry B. R. Brown Mr. and Mrs. David Crump Mr. and Mrs. James C. Fox Ms. Donna J.Brusoski Mr. and Mrs. Matthew D. Custer Ms. Virginia M. Friend Mr. and Mrs. Tom Bullock Mr. and Mrs. W. Bowman Cutter III Mr. and Mrs. William Gaillard Mr. and Mrs. William T. Burch Mr. and Mrs. David Dalton Mr. and Mrs. David Galley Ms. Steffanie Burgevin Mr. and Mrs. James M. Daly Mr. Franklin Peter Galley Ms. Charlotte Chapin Burnett Mr. and Mrs. Joe Davis Mr. and Mrs. Kenneth W. Getty Jr. Mr. and Mrs. William Calusine Mr. and Mrs. Peter E. Davis Ms. Jere R. Gibber Mr. and Mrs. Ronald J. Campbell Mr. and Mrs. Eugene DeCarlo Mr. and Mrs. J. Chester Gibson III Mr. and Mrs. Andrew W. Campbell Mr. and Mrs. John S. DeCourcy Mr. and Mrs. Joseph G. Giuliano Ms. Robin Graham Cantrell Mr. and Mrs. Nevel DeHart Mr. and Mrs. Timothy W. Glidden Mr. and Mrs. Lawson H. Carr Mrs. Alfred Dennis Captain and Mrs. Harold Glovier Mr. and Mrs. Joseph W. Carriker Ms. Carol Des Voigne Mr. and Mrs. Dennis R. Goldrick Mr. and Mrs. James C. Carroll Mr. and Mrs. Howard C. Dew Ms. Charlotte Gollobin Ms. Barbara Ross Cersley Mr. and Mrs. Michael A. Dickerson Col K. W. Gooch Mr. and Mrs. David W. Chamberlin Ms. Harriet R. B. Dickerson Mr. and Mrs. C. Edward Good Mr. and Mrs. Taylor Chamberlin Mr. and Mrs. John Didzbalis Mr. and Mrs. Joe Goode Mr. Robert W. Chamberlin Mr. and Mrs. Ted C. Dillon Dr. and Mrs. Claude C. Gravatt Jr. Mr. Nicholas Chandler and Capt and Mrs. Robert F. DiPalma Ms. Tina Gulland Ms. Elizabeth A. Penaranda Ms. Nancy J. Doane Mr. and Mrs. Otto Gutenson Ms. Adele Chatfield-Taylor Ms. Margaret Doane Mr. and Mrs. Phil Haines Mr. Roy Chaudet Mr. and Mrs. Joseph B. Donovan Jr. Mr. and Mrs. Robert Hale Ms. Kimberly Chewning Mr. and Mrs. Steve S. Dorsch Mr. Charles F. Harenza Mr. and Mrs. Mac Childress Mr. and Mrs. Hal Douglas Ms. Dorothy Harper Mr. and Mrs. Eric Christenson Dr. and Mrs. John H. Cook III Ms. Marilyn Harrington Mr. and Mrs. A. Bruce Cleveland Mr. and Mrs. Fred L. Duncan Mr. William Hart and Ms. Constance Eaton Ms. Barbara H. Colby Mr. Roger A Duncan and Ms. Toohill Mr. and Mrs. Richard Hartman Mr. and Mrs. W. Joseph Coleman Jr. Mr. Colin Dunkley Ms. Joann E. Hartman Dr. and Dr. Alvin Coleman Mr. and Mrs. Kenneth F. Dunne Ms. Barbara Trood Hasey

15 Waterford Foundation Members

Mr. and Mrs. Warren J. Hayford Mr. and Mrs. Norman McLennan Ms. Sherry Satin Mr. and Mrs. William Hazel Mr. and Mrs. W. Thomas McMahon Ms. Jerene J. Scally Ms. Elaine E. Head Mr. and Mrs. Michael Megeath Mr. and Mrs. Richard L. Schacht Mr. and Mrs. Michael L. Healy Mr. and Mrs. Gary Molchan Ms. Ann F. Schellenger Mr. and Mrs. Eldred C. Heffern Mr. and Mrs. Lawrence P. Monahan Dr. John Q. Schisler Mr. and Mrs. Robert E. Henderson Mr. and Mrs. Fred Morefield Ms. Karen Schwartz Ms. Kathleen D. Henderson Ms. Debbie Morris Mr. Robert Sevila Mr. David M. Hendricks Mr. and Mrs. Michael Morrison Mr. Jed Shilling and Ms. Jane Pratt Mr. and Mrs. George Herbert Ms. Emily Morrison Ms. Patricia R. Shoaf Ms. Melanie Lockwood Herman Rev. and Mrs. W. Brown Morton III Mr. and Mrs. Peter A. Silvia Mr. and Mrs. Donald C. Hess Mr. Robert Morton and Ms. Carrie Beach Mr. Tom Simmons Mr. Kenneth Hinman and Mr. Patrick J. Mountain Mr. and Mrs. Alex Sinaiko Ms. Laureen Megan Mr. and Mrs. James Mouser Mr. and Mrs. Ernie J. Smith Mr. and Mrs. Hans Hommels Mr. and Mrs. Charles S. Moutoux Mr. and Mrs. Daniel D. Smith Mr. and Mrs. Ronald Hottle Mr. Michael Muntner Mr. and Mrs. Stephen B. Smith Mr. and Mrs. Anthony E. Hudimac Mr. and Mrs. Walter Music Mr. and Mrs. John M. Souders Mr. and Mrs. Neil C. Hughes Drs. Charles and Nancy Naeser Dr. and Dr. Gareth Spurlock Mr. William Hunley Mr. and Mrs. Carl Nagasako Ms. Suzanne Stallings Mrs. Douglas W. Hunt Dr. and Mrs. Scott Nagell Mr. Edward C. Stahl Mr. and Mrs. David P. Hunt Deborah L. Nelson Mrs. Robert Stansfield Jr. Mr. Clinton Hunt Mr. and Mrs. Frank M. Newman Mr. and Mrs. Robert E. Stansfield III Mr. and Mrs. James Hutton Mr. and Mrs. Donald H. Nicholson Mr. and Mrs. Mack J. Steel Mr. and Mrs. Robert N. Jackson Dr. Martin P. Nowakowski DDS Mr. and Mrs. Roy Stiltner Col and Mrs. Gerhard L. Jacobson Mr. and Mrs. F Lawerence Oaks Mr. and Mrs. Keith M. Stojka Mr. and Mrs. Stanley Jennings Dr. Kevin P. O'Connor and Ms. Irene Mr. and Mrs. Richard L. Storch Ms. Janet Jewell Alexine von Keszycki Mr. and Mrs. David Struba Mr. and Mrs. Bradish F. Johnson Mr. and Mrs. Robert J. O'Donnell Mr. Gregg W Stuessi and Mr. and Mrs. Manuel H. Johnson Jr. Mr. and Mrs. Arthur Osteen Ms. MaryAnn Naber Mr. and Mrs. Allan H. Josselyn Ms. Jane Packard Mr. Steven E. Summerville Ms. Myra Karstadt Ms. Anne S. Parsons Mr. and Mrs. Charles W. Sutter Mr. and Mrs. Dennis R. Keeler Mr. Philip D. Paschall and Mr. and Mrs. James A. Sutton Ms. Cornelia F. Keller Ms. Elizabeth Cox Ms. Rachel Swann Mr. and Mrs. William J. Kenis Mr. and Mrs. Robert Patton Mr. Tyler W. Tandler Mr. and Mrs. Michael Keys Ms. Donna L. Petruska Mr. and Mrs. Michael W. Taylor Mr. and Mrs. John Kimball Mr. Charles 'Chick' Pierce Mr. and Mrs. Michael Taylor Mr. and Mrs. John Kinsman Mr. Samuel Pierce and Mr. and Mrs. Robert C. Thompson Mrs. Jan Kitselman Ms. Connie A. Kosmann Ms. Stephanie C. Thompson Mr. and Mrs. Mark Koblos Mr. and Mrs. Julius Plucker IV Mr. and Mrs. W. E. Tibbetts III Ms. Anne Donovan Larson Ms. Barbara Polen Ms. Kristi E Titus Mr. and Mrs. William Lauth Ms. Martha L. Polkey Mr. and Mrs. Richard Tucker Mr. and Mrs. Edward Hal Lazarusff Ms. Gael McPherson Post Mr. and Mrs. Alfred P. Van Huyck Mr. and Mrs. Lewis Leigh Jr. Mr. John Raines and Ms. Donna Brown Mr. James Waggoner and Mr. and Mrs. James O. Lewis Mr. and Mrs. William S. Ratchford II Ms. Elizabeth Roemer Mr. John Leydon Dr. and Mrs. Nicholas Ratcliffe Ms. Kathleen R. Walker Dr. and Mrs. Frederick Lillis Mr. and Mrs. Peter Raudenbush Mr. and Mrs. Aubrey P. Ward Jr. Mr. and Mrs. Charles W. Lowe Mr. and Mrs. Karl Riedel Dr. Ian M. Wattenmaker Ms. Margery M. Lueders Ms. Helen S. Roberts Dr. and Mrs. George Edward Webber Ms. Sandy Lund Mr. and Mrs. John Roberts Ms. Nina V. Weissberg Ms. Eileen Lynch Mr. and Mrs. James H. Robertson Jr. Ms. Miriam O. Westervelt Mr. Charles MacDonald Mr. and Mrs. Dwight E. Robeson Mr. and Mrs. Glenn Wever Mr. Patrick MacRory Mr. William A. Roeder and Mr. John Wesley White Mr. and Mrs. H. Thomas Maddux Mr. John Overton Mr. and Mrs. John M. White Sr. Mr. Leland O. Mahan Ms. Elizabeth Roemer Mr. and Mrs. Richard E. Whiteley Mr. and Mrs. Charles Manley Dr. and Mrs. Joseph M. Rogers Ms. Elizabeth Whiting Ms. Janet Marsh Mr. and Mrs. Richard Rogers Jr. Ms. Genell Whitson Mr. and Mrs. Tom Mathews Mr. and Mrs. Philip Rousseau Mr. and Mrs. Bradford R. Wilson Mr. Ralph A. May Mr. and Mrs. John Rowe Mr. Benjamin C. Winder Mr. Bill Mayer & Ms. Stephanie Kenyon Mr. and Mrs. David Rowley Mr. and Mrs. Paul Winkler Mr. and Mrs. Terry McCracken Mr. and Mrs. J. Kevin Ruedisueli Ms. Caroline K. Winter Mr. and Mrs. Randall C. McEntire Mr. and Mrs. Ben Rush Mr. and Mrs. Casey Wohlfeil Mr. and Mrs. James J. McGilvray Mr. Richard S. Ryan Mr. and Mrs. Steven Wyatt Mr. Tim McGinn and Ms. Antonia Walker Mr. Edward Ryan Mr. and Mrs. William A. Zenner Mr. and Mrs. Bruce McIntosh II Mr. and Mrs. Norman Sahley Mr. Steven Zoldak Brig General and Mrs. Kenneth McIntyre Ms. Janet S. Salotti Ms. Janet F. McLean Ms. Mickey Sanborn

16 Waterford Foundation Donors

$10,000 and more Mr. Tom Simmons Ms. Virginia R. Crawford Mrs. Henry B. R. Brown Ms. Virginia M. Friend Mr. and Mrs. John M. Souders Dr. and Mrs. C. Bernard Cross Mr. and Mrs. Patrick Brown Ms. Cornelia F. Keller Mr. and Mrs. Robert C. Mr. and Mrs. Howard C. Dew Ms. Donna J. Brusoski Thompson Mr. and Mrs. Steve S. Dorsch Mr. and Mrs. Tom Bullock Mr. and Mrs. Bradford R. Mr. and Mrs. Kenneth F. Dunne Mr. and Mrs. William T. Burch $5,000 to $9,999 Wilson Mr. Michael Endres Ms. Steffanie Burgevin Mr. and Mrs. Charles W. Sutter Mr. Gerald Filbin Ms. Charlotte Chapin Burnett $500 to $999 Mr. and Mrs. David Galley Ms. Marcia D. Calusine $1,000 to $4,999 Ms. Eleanor M. Adams Mr. and Mrs. Stanley Jennings Mr. and Mrs. Ronald J. Ms. Judith Acheson Mr. and Mrs. David Bednarik Mrs. Jan Kitselman Campbell Ms. Jill P. Beach Mr. and Mrs. James J. Behan Ms. Emily Morrison Mr. and Mrs. Andrew W. Mr. John Beavers and Campbell Ms. A. Anderson Bishop Dr. Martin P. Nowakowski DDS Ms. Juanita Koilpillai Ms. Robin Graham Cantrell Mr. and Mrs. Eric Christenson Mr. and Mrs. Arthur Osteen Mr. Ronald J Benschoter and Mr. and Mrs. John S. DeCourcy Mr. and Mrs. Lawson H. Carr Mr. Glenn J. Jessee Jr. Mr. Philip D Paschall and Mrs. Alfred Dennis Ms. Elizabeth Cox Mr. and Mrs. Joseph W. Carriker Mr. and Mrs. Thomas Blitz Mr. and Mrs. Michael A. Mr. and Mrs. Julius Plucker IV Mr. and Mrs. James C. Carroll The family of Dickerson Ms. Barbara Ross Cersley Tom and Betty Campbell Dr. and Mrs. Nicholas Ratcliffe Mr. Alan Ford and Mr. and Mrs. David W. Mr. and Mrs. Joseph W. Carriker Mr. and Mrs. James H. Ms. Elaine M. Braccio Robertson Jr. Chamberlin Ms. Adele Chatfield-Taylor Captain and Mrs. Harold Mr. and Mrs. Daniel D. Smith Mr. Robert W Chamberlin Mr. Michael Cowell and Glovier Dr. and Dr. Gareth Spurlock Mr. Nicholas Chandler and Ms. Patti Psaris Ms. Charlotte Gollobin Ms. Elizabeth A. Penaranda Mr. and Mrs. David Struba Mr. and Mrs. W. Bowman Mr. Leland O. Mahan Mr. Roy Chaudet Cutter III Ms. Miriam O. Westervelt Ms. Dorothy Harper Ms. Kimberly Chewning Ms. Margaret Doane Mr. Benjamin C. Winder Ms. Elaine E. Head Ms. Barbara H. Colby Ms. Nancy J. Doane Mr. and Mrs. William A. Zenner Mr. and Mrs. Michael L. Healy Mr. and Mrs. W. Joseph Dr. and Mrs. John H. Cook III Mr. and Mrs. Robert E. Coleman Jr. Mr. Thomas N Edmonds and Henderson Up to $250 Dr. and Dr. Alvin Coleman Ms. Schuyler Richardson Mr. and Mrs. John Kimball Mr. and Mrs. Nicholas Acheson Ms. Carribelle Conway Mr. and Mrs. Kenneth W. Mr. and Mr. Mark Koblos Ms. Deborah Adolph Getty Jr. Ms. Christine Conway Mr. Ralph A. May Mr. Howard O. Allen Mr. and Mrs. Timothy W. Ms. Hilary E. Cooley Glidden Ms. Jane Packard Mr. and Mrs. Richard J. Allen Mr. and Mrs. Patric Copeland Mr. and Mrs. C. Edward Good Mr. and Mrs. Karl Riedel Mr. and Mrs. T. Michael Ms. Maggie Copp Anderson Dr. and Mrs. Claude C. Mr. and Mrs. Richard Rogers Jr. Ms. Julie A. Cornelius Drs. Fran Appler and Gravatt Jr. Mr. and Mrs. J. Kevin Ruedisueli Mr. and Mrs. Donald L. Steve Rogers Mr. Charles F. Harenza Mr. Richard S. Ryan Cortright Ms. Teresa G. Auen Mr. and Mrs. Warren J. Hayford Ms. Patricia R. Shoaf Mr. and Mrs. George G. Coupar Ms. Ann V. Bailey Mr. and Mrs. William Hazel Mr. and Mrs. Ernie J Smith Mr. Eugene Couser Dr. and Mrs. William B. Baine Ms. Melanie Lockwood Mr. Gregg W. Stuessi and Mr. and Mrs. Andy Crooks Ms. Rachel Ballard-Barbash Herman Ms. MaryAnn Naber Dr. David Crowe Mr. and Mrs. David W. Barton Mr. and Mrs. Neil C. Hughes Dr. Ian M. Wattenmaker Mr. and Mrs. David Crump Mr. Russell T. Beal Mr. and Mrs. Robert N. Jackson Mr. and Mrs. John M. White Sr. Mr. and Mrs. Matthew D. Custer Mr. Jeffrey Bean and Mr. and Mrs. Gary Molchan Ms. Caroline K. Winter Ms. Anne 'Nancy' Dalton Ms. Laura Shaw Mr. Charles MacDonald Mr. and Mrs. James M. Daly Dr. and Mrs. William Beaver Mr. and Mrs. Tom Mathews Mr. and Mrs. Peter E. Davis $250 to $499 Mr. and Mrs. Bruce E. Beddow Mr. Bill Mayer and Mr. John L. Bocek Mr. and Mrs. Joe Davis Ms. Stephanie Kenyon Mr. and Mrs. Rattan Bhatia Mr. and Mrs. Michael Brenton Mr. and Mrs. Eugene DeCarlo Rev. and Mrs. W. Brown Mr. and Mrs. Frank Boland Mr. and Mrs. Taylor Chamberlin Mr. and Mrs. Nevel DeHart Morton III Mr. Kenneth J. Bolen Mr. and Mrs. William W. Mr. and Mrs. Mac Childress Mr. and Mrs. Thomas F. Boley Ms. Anne S. Parsons Delanoy Mr. and Mrs. A Bruce Cleveland Mr. and Mrs. Eric Breitkreutz Mr. and Mrs. Robert Patton Ms. Carol Des Voigne Mr. and Mrs. Steve Combs Mr. and Mrs. Peter Brett Mr. Charles 'Chick' Pierce Ms. Harriet R. B. Dickerson Mr. and Mrs. Dennis Cotter Ms. Lillian Brewer Ms. Sherry Satin Mr. and Mrs. John Didzbalis Mr. and Mrs. Daniel Courain Mr. and Mrs. Charles Brock Mr. and Mrs. Peter A. Silvia Mr. and Mrs. Ted C. Dillon

17 Waterford Foundation Donors

Capt. and Mrs. Robert F. Mr. and Mrs. Ronald Hottle Mr. and Mrs. Michael Morrison Dr. John Q. Schisler DiPalma Mr. and Mrs. Anthony E. Mr. Robert Morton and Ms. Karen Schwartz Mr. and Mrs. Joseph B. Hudimac Ms. Carrie Beach Mr. Robert Sevila Donovan Jr. Mr. William Hunley Mr. Patrick J. Mountain Mr. Jed Shilling and Mr. and Mrs. Hal Douglas Mr. Clinton Hunt Mr. and Mrs. James Mouser Ms. Jane Pratt Mr. and Mrs. Fred L. Duncan Mr. and Mrs. David P. Hunt Mr. and Mrs. Charles S. Mr. and Mrs. Alex Sinaiko Mr. Roger A. Duncan and Mrs. Douglas W. Hunt Moutoux Mr. and Mrs. Stephen B. Smith Ms. Toohill Mr. and Mrs. James Hutton Mr. David H. Moyes Ms. Suzanne Stallings Mr. Colin Dunkley Col and Mrs. Gerhard L. Mr. Michael Muntner Mr. and Mrs. Robert E. Mr. and Mrs. Dennis Eagleson Jacobson Mr. and Mrs. Walter Music Stansfield III Mr. and Mrs. William H. Ms. Janet Jewell Drs. Charles and Nancy Naeser Mrs. Robert Stansfield Jr. Edington Mr. and Mrs. Bradish F. Johnson Mr. and Mrs. Carl Nagasako Mr. and Mrs. Mack J. Steel Mr. and Mrs. James E. Edwards Mr. and Mrs. Manuel H. Dr. and Mrs. Scott Nagell Mr. and Mrs. Roy Stiltner Ms. Susan Ellicott Johnson Jr. Deborah L. Nelson Mr. and Mrs. Keith M. Stojka Ms. S. Diane El-Shafey Mr. and Mrs. Allan H. Josselyn Mr. and Mrs. Frank M. Newman Mr. and Mrs. Richard L. Storch Ms. Lucinda Emmet Ms. Myra Karstadt Mr. and Mrs. Donald H. Mr. Steven E. Summerville Ms. Barbara A Farmer Mr. and Mrs. Dennis R. Keeler Nicholson Mr. and Mrs. James A. Sutton Ms. Marilynne Felderman Mr. and Mrs. William J. Kenis Ms. Margaret H Noel Ms. Rachel Swann Dr. and Mrs. John F. Mr. and Mrs. Michael Keys Mr. and Mrs. F. Lawerence Mr. Tyler W. Tandler Ferrell D.V.M. Oaks Mr. and Mrs. John Kinsman Mr. and Mrs. Michael W. Taylor Ms. Anne DeCourcy Fletcher Dr. Kevin P. O'Connor and Ms. Anne Donovan Larson Mr. and Mrs. Michael Taylor Ms. Naomi L. Lithgow- Foidl Ms. Irene Alexine von Keszycki Mr. and Mrs. William Lauth Ms. Stephanie C. Thompson Mr. and Mrs. James C. Fox Mr. and Mrs. Robert J. Mr. and Mrs. Edward Hal O'Donnell Ms. Kristi E. Titus Mr. and Mrs. William Gaillard Lazarus Ms. Donna L. Petruska Mr. Edward C. Stahl Mr. Franklin Peter Galley Mr. and Mrs. Lewis Leigh Jr. Mr. Samuel Pierce and Mr. and Mrs. Richard Tucker Ms. Jere R. Gibber Mr. and Mrs. James O. Lewis Ms. Connie A. Kosmann Mr. and Mrs. Alfred P. Mr. and Mrs. J. Chester Mr. John Leydon Van Huyck Gibson III Ms. Barbara Polen Dr. and Mrs. Frederick Lillis Mr. James Waggoner and Mr. and Mrs. Joseph G. Ms. Martha L. Polkey Mr. and Mrs. Charles W. Lowe Ms. Elizabeth Roemer Giuliano Ms. Gael McPherson Post Ms. Margery M. Lueders Ms. Kathleen R. Walker Mr. and Mrs. Dennis R. Mr. John Raines and Goldrick Ms. Sandy Lund Ms. Donna Brown Mr. and Mrs. Aubrey P. Ward Jr. Col. K. W. Gooch Ms. Eileen Lynch Mr. and Mrs. William S. Dr. and Mrs. George Edward Webber Mr. and Mrs. Joe Goode Mr. Patrick MacRory Ratchford II Ms. Nina V. Weissberg Mr. Keith Greiner Mr. and Mrs. H. Thomas Mr. and Mrs. Peter Raudenbush Maddux Mr. and Mrs. Glenn Wever Ms. Tina Gulland Ms. Helen S. Roberts Mr. and Mrs. Charles Manley Mr. John Wesley White Mr. and Mrs. Otto Gutenson Mr. and Mrs. John Roberts Ms. Janet Marsh Mr. and Mrs. Richard E. Mr. and Mrs. Phil Haines Mr. and Mrs. Dwight E. Mr. and Mrs. Terry McCracken Robeson Whiteley Mr. and Mrs. Robert Hale Mr. and Mrs. Randall C. Mr. William A. Roeder and Ms. Elizabeth Whiting Ms. Marilyn Harrington McEntire Mr. John Overton Ms. Genell Whitson Mr. William Hart and Ms. Mr. and Mrs. James J. Dr. and Mrs. Joseph M. Rogers Mr. Nathan P. Wilke Constance Eaton McGilvray Mr. and Mrs. Philip Rousseau Mr. and Mrs. Paul Winkler Ms. Joann E. Hartman Mr. Timothy H McGinn and Mr. and Mrs. John Rowe Mr. and Mrs. Casey Wohlfeil Mr. and Mrs. Richard Hartman Ms. Antonia Walker Mr. and Mrs. David Rowley Mr. and Mrs. Steven Wyatt Ms. Barbara Trood Hasey Mr. and Mrs. Bruce McIntosh II Mr. and Mrs. Ben Rush Mr. Steven Zoldak Mr. and Mrs. Eldred C. Heffern Brig. Gen. and Mrs. Kenneth Mr. Edward Ryan Ms. Kathleen D. Henderson McIntyre Mr. and Mrs. Norman Sahley Mr. David M Hendricks Ms. Janet F. McLean Ms. Janet S. Salotti Mr. and Mrs. George Herbert Mr. and Mrs. Norman Ms. Mickey Sanborn Mr. and Mrs. Donald C. Hess McLennan Mr. Paul Sayler Mr. Kenneth Hinman and Ms. Mr. and Mrs. Michael Megeath Laureen Megan Mr. and Mrs. Lawrence P. Ms. Jerene J. Scally Ms. Terry Holtzman Monahan Mr. and Mrs. Richard L. Schacht Mr. and Mrs. Hans Hommels Mr. and Mrs. Fred Morefield Ms. Ann F. Schellenger

18 Business and Organizational Sponsors

$10,000 and more Daydream Design, Up to $249 Strategic Partners Updegrove, Combs, McDaniel Leesburg, Virginia Bonnie's Country Kitchen, Inova Health System, & Wilson, PLC, Lovettsville, Virginia Commonwealth Transportation Falls Church, Virginia Leesburg, Virginia Clendenin Consulting & Board Leesburg Today, Remediation Group, County of Loudoun Leesburg, Virginia Leesburg, Virginia $5,000 to $9,999 Journey Through Hallowed Smith & Pugh, PLC, Family Dentistry, Hospital Corporation of Ground Leesburg, Virginia Purcellville, Virginia America, Reston, Virginia Land Trust of Virginia Gardens of Delight, Paeonian Springs, Virginia Loudoun Archaeological $250 to $499 Foundation $1,000 to $4,999 Waterford Weavers Guild, Armfield, Harrison & Thomas, Clark & Allen, PC, Waterford, Virginia Loudoun County Chamber of Leesburg, Virginia Commerce Leesburg, Virginia Weider History Group, Doukenie Winery, Loudoun Mutual Insurance Leesburg, Virginia Loudoun County Preservation Purcellville, Virginia and Conservation Coalition Company, Waterford, Virginia Westmoreland Davis Memorial Edmonds Associates, The Physicians of the Cornwall Foundation, Loudoun County Public Vienna, Virginia Pavilion in Leesburg, Leesburg, Virginia Schools Leesburg, Virginia Gollobin Family Fund of Loudoun Heritage Consortium Presidential Bank, the Piedmont Community Loudoun Preservation Society Bethesda, Maryland Foundation, Middleburg, Virginia Grantors Loudoun Wildlife Conservancy Waterford Shell, National Park Service Waterford, Virginia Lauten Construction Company, Purcellville, Virginia Clarence L. Robey Charitable Natural Resources Conservation Western Loudoun Restoration, Trusts, Purcellville, Virginia Service Inc., Leesburg, Virginia Loudoun County Fine Arts Association, Leesburg, Virginia Dominion Resources Services National Trust for Historic Valley Energy, Inc., Herndon, Virginia Preservation Purcellville, Virginia Loudoun Golf & Country Club, Inc., Leesburg, Virginia Loudoun Restoration & Northern Virginia Community Thomas and Talbot Real Estate, Preservation Society, College $500 to $999 LC, Middleburg, Virginia Leesburg, Virginia Piedmont Community Better Impressions, Tuscarora Mill Restaurant, National Park Service, Foundation Sterling, Virginia Leesburg, Virginia Washington, D.C. Preservation Virginia Charles Tiffany Richardson Robert G. Cabell III & Maude Virginia Association of Family Fund, Piedmont Morgan Cabell Foundation, Museums Community Foundation, Richmond, Virginia Virginia Department of Forestry Middleburg, Virginia Virginia Department of Transportation Enhancement Virginia Department of Historic Program, Resources Richmond, Virginia Virginia Outdoor Foundation Visit Loudoun, Visit Loudoun Leesburg, Virginia Waterford Citizens Association

Matching Gifts

ExxonMobil Foundation/ Mr. and Mrs. Robert E. Shaeff ExxonMobil Foundation/ Mr. and Mrs. Charles Sutter

The Waterford Foundation is grateful to the corporations who offer In May photographer Jim Hanna explored Waterford with his camera, matching gift programs to and the result was beautiful images of this National Historic Landmark. their employees. A book and the 2009 Fair poster came from his work. We thank Mr. Hanna for his generous gifts of time and talent.

19 INDEPENDENT AUDITOR'S REPORT

The Board of Directors Waterford Foundation, Inc. Waterford, Virginia

We have audited the accompanying consolidated statements of financial position of Waterford Foundation, Inc. (the Foundation) and Subsidiary as of December 31, 2009, and the related consolidated statements of activities and cash flows for the year then ended. These financial statements are the responsibility of the Foundation’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Waterford Foundation, Inc. and Subsidiary as of December 31, 2009, and changes in net assets and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Winchester, Virginia March 9, 2010

1

20 WATERFORD FOUNDATION, INC. AND SUBSIDIARY

Consolidated Statement of Financial Position December 31, 2009

Assets

Current Assets Cash and cash equivalents $ 1,228,455 Accounts receivable 48,782 Deposits 21,782 Prepaid expenses 3,155 Total current assets $ 1,302,174

Investments, at fair value $ 45,396

Property and equipment Construction in progress $ 306,704 Historic properties 3,856,132 Historic properties, in service 554,601 Furniture and equipment 51,827 $ 4,769,264 Accumulated depreciation (156,978) $ 4,612,286

Total assets $ 5,959,856

Liabilities and Net Assets

Current Liabilities Accounts payable $ 24,632 Accrued expenses 25,756 Total current liabilities $ 50,388

Net Assets Unrestricted $ 5,365,674 Temporarily restricted 497,594 Permanently restricted 46,200 Total net assets $ 5,909,468

Total liabilities and net assets $ 5,959,856

See accompanying notes to consolidated financial statements.

2

21 WATERFORD FOUNDATION, INC. AND SUBSIDIARY

Consolidated Statement of Activities Year Ended December 31, 2009

Temporarily Permanently Unrestricted Restricted Restricted Total Operating Revenues: Home tours and crafts exhibits $ 346,135 $ - - $ - - $ 346,135 Memberships 19,780 - - - - 19,780 Contributions 119,580 253,012 - - 372,592 Education 10,544 - - - - 10,544 Concert series 28,150 - - - - 28,150 Property rental income 22,283 - - - - 22,283 Interest and dividends 3,572 - - - - 3,572 Unrealized gain on investments 5,233 - - - - 5,233 Other income 130,364 - - - - 130,364 Net assets released from restrictions 144,670 (144,670) - - - - Total operating revenues $ 830,311 $ 108,342 $ - - $ 938,653

Operating Expenses: Program services: Home tours and crafts exhibits $ 220,616 $ - - $ - - $ 220,616 Memberships 15,376 - - - - 15,376 Education 11,088 - - - - 11,088 Concert series 39,807 - - - - 39,807 Property preservation 139,657 - - - - 139,657 Land preservation 27,309 - - - - 27,309 Total program services $ 453,853 $ - - $ - - $ 453,853

Supporting services: Management and general $ 197,306 $ - - $ - - $ 197,306 Fundraising 42,566 - - - - 42,566 Total supporting services $ 239,872 $ - - $ - - $ 239,872

Total operating expenses $ 693,725 $ - - $ - - $ 693,725

Changes in net assets $ 136,586 $ 108,342 $ - - $ 244,928

Net assets at beginning of year $ 5,236,800 $ 389,252 $ 38,488 $ 5,664,540 Prior period restatement (7,712) - - 7,712 - -

Net assets at beginning of year, as restated$ 5,229,088 $ 389,252 $ 46,200 $ 5,664,540

Net assets at end of year $ 5,365,674 $ 497,594 $ 46,200 $ 5,909,468

See accompanying notes to consolidated financial statements.

3

22 WATERFORD FOUNDATION, INC. AND SUBSIDIARY

Consolidated Statement of Cash Flows Years Ended December 31, 2009

Cash Flows from Operating Activities Changes in net assets $ 244,928 Adjustments to reconcile changes in net assets to net cash provided by operating activities: Depreciation 17,055 Unrealized (gain) on investments (5,233) Changes in assets and liabilities: (Increase) in accounts receivable (40,383) (Increase) in prepaid expenses (1,334) Decrease in deposits 2,718 (Decrease) in accounts payable (149,553) Increase in accrued expenses 9,346 (Decrease) in deferred revenue (800) Net cash provided by operating activities $ 76,744

Cash Flows from Investing Activities Purchases of investments $ (1,247) Purchases of property, plant, and equipment (189,861) Net cash (used in) investing activities $ (191,108)

Net (decrease) in cash and cash equivalents $ (114,364)

Cash and Cash Equivalents, beginning of year 1,342,819

Cash and Cash Equivalents, at end of year $ 1,228,455

See accompanying notes to consolidated financial statements.

4 23 WATERFORD FOUNDATION, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 1. Nature of Activities and Significant Accounting Policies

The Waterford Foundation, Inc. (the “Foundation”) was formed to preserve the historic buildings and the open spaces of the National Historic Landmark District of Waterford, Virginia; and, through education, to increase the public’s knowledge of life and work in an early American rural community. The Foundation’s support comes primarily through grants, donor contributions and the annual Waterford Homes Tour and Crafts Exhibit (the Fair). The Fair is one of the Foundation’s major sources of unrestricted revenue and its principal educational project – offering tours of historic homes and gardens, demonstrations by over one hundred skilled artisans, and entertainment that includes everything from barbershop quartets to Civil War skirmishes.

The Foundation currently owns and maintains fourteen buildings of historic and cultural importance to the landmark, as well as five parcels of open space to the north and west of the Village, which total approximately 200 acres. These historic properties are used, in conjunction with the history, folklore, and archeological remains of the Village, as tools for broad public education.

The Foundation owns 1% of Old School Leasing, LLC (the “LLC”) and meets the requirements of financial statement consolidation. The LLC leases the Old School property from the Foundation and was created to sell rehabilitation tax credits to its investors.

Basis of Presentation

The consolidated financial statements of the Foundation have been prepared on the accrual basis of accounting in accordance with the accounting principles generally accepted in the United States of America and include the accounts of the Old School Leasing, LLC. All material intercompany accounts and transactions are eliminated in consolidation.

Fair Value of Financial Instruments

Accounting standards establish a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under the standards are described as follows:

Level 1 – Valuations for assets and liabilities traded in active exchange markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

24 5 WATERFORD FOUNDATION, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

Level 2 – Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or similar assets or liabilities or other inputs observable for the asset or liability, either directly or indirectly through corroboration with observable market data. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 – Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

For the fiscal years ended December 31, 2009 and 2008, the application of valuation techniques applied to similar assets and liabilities has been consistent. The following is a description of the valuation methodologies used for instruments measured at fair value:

Investments The fair value of available for investments is the market value based on quoted market prices, when available, or market prices provided by recognized broker dealers Money Market Money market deposits are carried at cost, which approximates fair value based upon observable market prices of similar instruments.

The carrying amounts of the Organization’s financial instruments not described above arise in the ordinary course of business and approximate fair value.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Organization believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Income Tax Status

The Foundation is a not-for-profit organization that is exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code. The subsidiary, a for-profit limited liability company, is subject to tax. 25 6 WATERFORD FOUNDATION, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenues and expenses recognized during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Foundation considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents.

Accounts Receivable

The Foundation considers accounts receivable to be fully collectible. Furthermore, based on payment history, management believes that no allowance for possible uncollectible amounts is necessary.

Investments

The Foundation records investments at fair market value in the statement of financial position. Realized and unrealized gains and losses are reflected in the statement of activities.

Property and Equipment

Purchased property and equipment is capitalized at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized, as are renovations that have been made to historic properties in order to place the properties in service. Expenditures for maintenance and repairs are charged to expense as incurred. Property and equipment are depreciated using the straight-line method over their estimated useful lives – major renovations to office and rental property for 39 to 40 years, and furniture, fixtures and equipment for 5 to 10 years.

Historic properties are considered landmarks, which are inexhaustible assets and are not depreciated. Historic properties are stated at cost, or at estimated fair value at time of gift, if donated. Changes in the values of historic properties reflect capital improvements or sales of properties.

26 7 WATERFORD FOUNDATION, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 3. Permanently Restricted Net Assets and Endowment

The endowment consists of one fund established to support the Foundation’s general activities. As required by generally accepted accounting principles, net assets associated with endowment funds are classified and reported based on the existence or absence of donor- imposed restrictions.

The Board of Directors has interpreted state law as requiring the preservation of the value of the original gift (corpus) of the permanent endowment fund unless explicit donor stipulations specify how net appreciation must be used.

The Foundation has adopted an endowment policy to provide long-term growth of principal and income without undue exposure of risk. Under this policy, the assets are invested in a target range of 70% equities, 25% fixed income and 5% cash.

The Foundation has adopted a spending policy that will not allow any income or appreciation earned on the Fund to be spent by the Board until the fund has received aggregate contributions of at least $100,000.

Changes in endowment net assets for the year ending December 31, 2009 were as follows:

Permanently Unrestricted Restricted

Endowment net assets, December 31, 2008 $ (7,712) $ 46,200

Investment return: Investment income 1,247 - - Net gain (realized and unrealized) 5,233 - - Total investment return $ 6,480 $ - -

Contributions - - - -

Appropriation of endowment for expenditure - - - -

Endowment net assets, December 31, 2009 $ (1,232) $ 46,200

From time to time, the fair value of assets associated with the endowment fund may fall below the level that the donor or Uniform Prudent Management of Institutional Funds Act (UPMIFA) requires the Foundation to retain as a fund of perpetual duration for a specified term. In accordance with generally accepted accounting principles, deficiencies of this nature that are reported in unrestricted net assets were $1,232 as of December 31, 2009. This deficiency resulted from unfavorable market fluctuations that occurred after the investment of new permanently restricted contributions. 27 10 WATERFORD FOUNDATION, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

Donated Property and Equipment

Donations of property and equipment are recorded as contributions at their estimated fair value. Such donations are reported as unrestricted contributions unless the donor has restricted the donated asset to a specific purpose. Assets donated with explicit restrictions regarding their use, and contributions of cash that must be used to acquire property and equipment, are reported as restricted contributions.

Absent donor stipulations regarding how long those donated assets must be maintained, the Foundation reports expirations of donor restrictions when the donated or acquired net assets are placed in service as instructed by the donor. The Foundation reclassifies temporarily restricted net assets to unrestricted net assets at that time.

Recognition of Donor Restrictions

Donor-restricted support is reported as an increase in temporarily or permanently restricted net assets depending on the nature of the restriction. When funds are expended in accordance with the donor’s intent, temporarily restricted net assets are reclassified to unrestricted net assets.

Revenue Recognition

The Foundation recognizes revenue in the year it is earned.

Contributions

Contributions received are recorded as unrestricted, temporarily restricted or permanently restricted contributions, depending on the existence or nature of any donor restrictions. Temporarily restricted net assets are restricted by donors for designated purposes. Permanently restricted net assets includes an endowment received by the Foundation for which only earnings can be expended as dictated by the spending policy

Advertising

Advertising costs of $35,308 were expensed as incurred for the year ended December 31, 2009.

28 8 WATERFORD FOUNDATION, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

Allocation of Joint Costs

All costs related to a joint activity (program, or management and general) are recorded as fundraising costs, unless the activity meets several criteria. These criteria relate to the purpose, the intended audience, and the content of the joint activity. Fundraising costs were $42,566 for the year ended December 31, 2009. In 2009, the Foundation conducted activities that included requests for contributions. These activities included direct mail campaigns and special events. The costs of conducting these activities included joint costs such as salaries and related payroll taxes. Joint costs are allocated to program services, management and general, and fundraising expenses based on the total personnel time devoted to each functional category.

Contributed Services

Contributions of services are recognized at fair value if the services received require specialized skills, those specialized skills are provided by individuals possessing those skills, and the services would typically need to be purchased if not provided by donation.

The Foundation also receives a substantial amount of services donated by citizens interested in the Foundation’s programs. The kinds of services provided by citizens generally involve the contribution of time to organize programs related to the preservation and protection of Waterford, but do not require a specialized skill. The value of these services is therefore not reflected in the financial statements.

Note 2. Investments

Investments are carried at fair value based on quoted prices in active markets and consist of the following at December 31, 2009:

Fair Market Unrealized Cost Value Gain (Loss)

Cash or cash equivalents $ 2,367 $ 2,367 $ - - Stocks 26,480 22,612 (3,868) Fixed income securities 20,130 20,417 287 $ 48,977 $ 45,396 $ (3,581)

29

9 WATERFORD FOUNDATION, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 4. Temporarily Restricted Net Assets

Temporarily restricted assets are available for the following purposes at December 31, 2009:

Restoration/reconstruction of the Old School $ 399,360 Renovation of the Mill 34,586 Educational programs 12,908 Preservation of the Landmark 29,533 Phillips Farm 2,709 Loudoun County Transient Occupancy Tax (TOT) funding for the promotion of tourism 2,278 Fair 4,292 Concert program 6,763 Other 5,165 $ 497,594

Note 5. Net Assets Released From Restriction

Net assets were released from donor restrictions by incurring expenses satisfying the donors’ restricted purposes or by the occurrence of other events specified by donors. Total net assets released were $144,670 during the year ended December 31, 2009.

Restoration/reconstruction of the Old School $ 46,309 Renovation of the Mill 46,437 Educational programs 715 Preservation of the Landmark 9,105 Phillips Farm 6,493 Fair 10,750 Concert program 5,000 Other 19,861 $ 144,670

Note 6. Line of Credit

The Foundation has a line of credit with Middleburg Bank for $500,000. Interest is charged at the bank’s prime rate plus 1% with the balance due on demand. The line of credit is contingent upon there being no material adverse change in the financial condition of the Foundation, and is secured by the Corner Store and Tin Shop properties. There were no borrowings against this line of credit at December 31, 2009.

30 11 WATERFORD FOUNDATION, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 7. Employee Retirement Plan

The Foundation maintains a voluntary tax deferred compensation retirement plan as defined under Section 403(b) of the U.S. Internal Revenue Code covering employees working twenty hours per week or more. A discretionary matching contribution is determined by the Foundation each plan year, up to 100% of the participant’s contribution but not more than 4% of participant compensation. The expense to the Foundation in 2009 was $5,810.

Note 8. Related Parties

Waterford WISP, Incorporated (“WISP”) was organized in 2003 and operates as a Section 501(c)(3) “supporting organization” of the Waterford Foundation pursuant to an Internal Revenue Service determination letter dated May 13, 2008. At all times, at least a majority of WISP’s directors must have been designated by resolution of the Board of Directors of the Foundation.

WISP provides wireless internet access to the Waterford Foundation and, through Waterford WISP Services, Inc., a subsidiary formed to conduct its non-tax exempt activities, to residents of the Waterford Community. In 2009, WISP consolidated revenue was $40,880 and consolidated expenses was $35,174. Included in expenses was a support payment to the Waterford Foundation of $20,000. This amount is recorded as a receivable to Waterford Foundation at December 31, 2009.

Note 9. Concentrations

As of December 31, 2009, there was no indication of any significant concentration of business transacted with a particular contributor or grantor that could, if suddenly eliminated, severely impact the Foundation’s operations. However, the success of the Waterford Homes Tour and Craft Exhibit, the Foundation’s principal educational effort, is somewhat weather dependent. This event contributed $150,340 in unrestricted gross profit to the Foundation in 2009.

The Foundation maintains its operating cash balances in two financial institutions. At December 31, 2009, the Foundation had no uninsured operating cash balances. The Foundation holds additional cash in a Vanguard money market fund account. The funds are invested in Treasury securities and are not insured by the FDIC. Uninsured balances totaled $966,631 at December 31, 2009.

31 12 WATERFORD FOUNDATION, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 10. Commitments and Contingencies

The Foundation entered into a lease for office equipment from Xerox Corporation on December 28, 2007. The lease has a term of 60 months at a cost of $396 per month, plus usage charges. Future minimum rental payments of $4,752 for each succeeding year through 2012 total $14,256. Total rental expense under this lease amounted to $5,473 for the year ended December 31, 2009.

On January 30, 2009, the Foundation accepted the proposal of and entered into final negotiations with the Timmons Group for engineering and design services for a parking area on Phillips Farm and a trail connection to the Waterford Mill as required under the terms of a grant received in 2003 under the Transportation Equity Act of the 21st Century (TEA-21). Compensation for the specified scope of work, which has no fixed term, is set not to exceed $64,665.

Note 11. Fair Value of Financial Measurements

The following table presents the balance of financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2009:

Level 1 Level 2 Level 3

Investments $ 856,062 $ - - $ - -

Note 12. Accounting for Uncertainty in Income Taxes

The Financial Accounting Standards Board issued new guidance on accounting for uncertainty in income taxes. The Foundation adopted this new guidance for the year ended December 31, 2009. Management evaluated the Foundation’s tax positions and concluded that the Foundation had taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. With few exceptions, the Foundation is no longer subject to income tax examinations by the U.S. federal, state or local tax authorities for years before 2006.

Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the combined statements of revenue and expenses and changes in net assets. For the year ended December 31, 2009, no interest or penalties were recognized.

The Foundation files an annual informational return (Form 990) in the U.S. federal jurisdiction. The LLC files a Form 1065. The Organization has not received any communications from taxing authorities to cause it to believe it is currently under 32 examination by the tax authorities in any of the jurisdictions in which it operates.

13 WATERFORD FOUNDATION, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 13. Subsequent Events

The Foundation has evaluated all subsequent events through March 9, 2010, the date the consolidated financial statements were available to be issued. The Foundation has determined there are no subsequent events that require recognition or disclosure.

Note 14. Prior Period Restatement

The Foundation adopted FAB 117-1 “Endowments of Not-for-Profit Organizations: Net Asset Classifications of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds Act (UPMIFA), and Enhanced Disclosures for All Endowment Funds” which required the Foundation to make a prior period reclassification of $7,712 from permanently restricted net assets to unrestricted net assets as of December 31, 2008 to account for the accumulated losses on the permanently restricted endowment funds. The reclassification had no effect on the change in net assets as of December 31, 2008.

33 14 Foundation Board members at work in 2009�

From left: Susan Sutter, Bonnie Getty, Dave Bednarik, Walter Music, Mimi Westervelt

Melanie Herman, Warren Hayford, Debbie Morris, Tom Simmons

Walter Music, Susan Sutter, Hans Hommels One building, one year: Above are images illustrating advancement of the Foundation mission in 2009 (clockwise from top left). Preservation: Mill preservation advances with a new basement entrance; Education: Dr. Cary Gravatt lectures on Mill equipment and the process of historical discovery; Outreach: The African-American Experience debuts on the Foundation website, and details those villagers' work at the Mill; Volunteerism: Derek Ogden, David Bednarik, and Bern O'Dell meet at the Mill to evaluate structural issues.