2015-05-08T13:37:17-05:00 2014-12-31 521855942 TATE AND TRYON 2021 L STREET NW SUITE 400 WASHINGTON DC 20036 990 2014-01-01 530196517 GOODWILL INDUSTRIES INTERNATIONAL INC GOOD 8007410186 15810 INDIANOLA DRIVE ROCKVILLE MD 208552639 JIM GIBBONS PRESIDENT AND CEO 8007410186 2015-05-08 1 DEBORAH G KOSNETT P00290720 2022932200 2014 2016-02-25 16:41:14Z JIM GIBBONS 15810 INDIANOLA DRIVE ROCKVILLE MD 208552639 52945556 0 X WWW.GOODWILL.ORG X 1910 MA GOODWILL WORKS TO ENHANCE THE DIGNITY AND QUALITY OF LIFE OF INDIVIDUALS AND FAMILIES BY STRENGTHENING COMMUNITIES, ELIMINATING BARRIERS TO OPPORTUNITY, AND HELPING PEOPLE IN NEED REACH THEIR FULL POTENTIAL THROUGH LEARNING AND THE POWER OF WORK. 32 32 156 35 13553 -10472 22891266 18926875 22783536 23432494 193921 337383 189974 95809 46058697 42792561 17300270 18427331 0 0 15758425 17369052 0 0 489407 10007192 10197141 43065887 45993524 2992810 -3200963 35447285 34039625 8457624 10041644 26989661 23997981 X GOODWILL WORKS TO ENHANCE THE DIGNITY AND QUALITY OF LIFE OF INDIVIDUALS AND FAMILIES BY STRENGTHENING COMMUNITIES, ELIMINATING BARRIERS TO OPPORTUNITY, AND HELPING PEOPLE IN NEED REACH THEIR FULL POTENTIAL THROUGH LEARNING AND THE POWER OF WORK. 0 0 21341388 17800194 SPONSORED PROGRAMS & GRANTS:GOODWILL INDUSTRIES INTERNATIONAL, INC. (GII) RECEIVES SPONSORED PROGRAMS AND GRANTS FROM THE DEPARTMENT OF LABOR, DEPARTMENT OF JUSTICE AND NUMEROUS PRIVATE FOUNDATIONS. GII SUBGRANTS MOST OF THESE FUNDS TO GOODWILL MEMBERS. FEDERAL:U.S. DEPARTMENT OF LABOR: FOR JULY 2013 THROUGH JUNE 2014, GII WAS AWARDED $10.8 MILLION FOR THE SENIOR COMMUNITY SERVICE EMPLOYMENT PROGRAM (SCSEP)TO PROVIDE LOW-INCOME SENIORS WITH JOB TRAINING VIA PLACEMENT IN COMMUNITY SERVICE POSITIONS WITH THE GOAL OF ACHIEVING UNSUBSIDIZED EMPLOYMENT. FOR JULY 2014 THROUGH JUNE 2015, GII WAS AWARDED AN ADDITIONAL $10.99 MILLION FOR THE SAME PURPOSE.SIX GOODWILL MEMBERS IMPLEMENTED THE PROGRAM IN THEIR COMMUNITIES. FOR JULY 2014 THROUGH JUNE 2015, GII WAS AWARDED AN ADDITIONAL $10.99 MILLION FOR THE SAME PURPOSE. FOR JULY 2014 THROUGH JUNE 2015, GII WAS AWARDED $155,000 TO IMPROVE UNSUBSIDIZED JOB PLACEMENTS THROUGH INCREASED EMPLOYER ENGAGEMENT, ENHANCE SERVICES TO SCSEP PARTICIPANTS THROUGH DEVELOPMENT OR IMPROVEMENT OR PARTNERSHIPS AND EXPAND TRAINING OPTIONS FOR SCSEP PARTICIPANTS. U.S. DEPARTMENT OF JUSTICE: FOR OCTOBER 2011 THROUGH JUNE 2015, GII WAS AWARDED $5 MILLION FOR 10 GOODWILL MEMBERS TO SERVE YOUTH WITH GOODGUIDES(R) CAREER-FOCUSED YOUTH MENTORING. FOR OCTOBER 2013 THROUGH SEPTEMBER 2016, GII WAS AWARDED ANOTHER $9 MILLION FOR 22 GOODWILL MEMBERS TO SERVE YOUTH WITH CAREER FOCUSED YOUTH MENTORING.FOUNDATIONS: CHARLES SCHWAB FOUNDATION : FOR SEPTEMBER 2012 THROUGH SEPTEMBER 2014, THE CHARLES SCHWAB FOUNDATION AWARDED GII A $318,000 GRANT FOR THE GOOD ASSETS PROJECT. IT SUPPORTED FINANCIAL STRENGTHENING INCLUDING FINANCIAL EDUCATION, FINANCIAL COACHING, DEBT REDUCTION, AND ASSET BUILDING AT GOODWILL INDUSTRIES CENTRAL INDIANA, INC. (GICI).WALMART FOUNDATION:FOR AUGUST 2012 THROUGH AUGUST 2015, THE WALMART FOUNDATION AWARDED GII A $7.8 MILLION GRANT FOR BEYOND JOBS, A COMPREHENSIVE PROGRAM OF CAREER DEVELOPMENT SERVICES FOR UNEMPLOYED AND UNDEREMPLOYED WOMEN THAT IS SUBGRANTED TO 45 GOODWILL MEMBERS TO SERVE 12,250 INDIVIDUALS. THE PROGRAM INCLUDES JOB TRAINING AND RETENTION SERVICES WITH WRAP-AROUND FAMILY SUPPORTS WITH A FOCUS ON MEETING THE NEEDS OF LOCAL INDUSTRIES SO PARTICIPANTS CAN LEVERAGE SUSTAINABLE RESOURCES VIA CAREERS.FOR JULY 2013 THROUGH JUNE 2016, THE WALMART FOUNDATION AWARDED GII A GRANT OF $5 MILLION FOR OPERATION GOODJOBS 2.0 TO SUPPORT 15 GOODWILL MEMBERS IN EQUIPPING 4,005 VETERANS AND THEIR FAMILIES TO SECURE EDUCATION, TRAINING AND SUPPORTIVE SERVICES NECESSARY TO BECOME FINANCIALLY STRONG. THE PROGRAM FOCUSES ON GOODWILL COMMUNITIES WITH A HIGH CONCENTRATION OF VETERANS, ESPECIALLY NATIONAL GUARD, THE RESERVES AND VETERANS OF OPERATION ENDURING FREEDOM (OEF).FOR AUGUST 2013 THROUGH DECEMBER 2014, THE WALMART FOUNDATION AWARDED GII A $920,759 GRANT FOR MY FREE TAXES TO EXPAND ACCESS TO AND USE OF FREE TAX PREPARATION SERVICES AMONG LOWER-INCOME INDIVIDUALS AND FAMILIES THROUGHOUT THE U.S. IT COMBINES TRADITIONAL VITA VOLUNTEER TAX PREPARATION WITH INNOVATIVE, ONLINE SELF-PREPARATION AND FILING TOOLS THAT CAN ENGAGE NEW FILERS. FOR JULY 2014 THROUGH SEPTEMBER 2015, THE WALMART FOUNDATION AWARDED GII AN ADDITIONAL $920,759 GRANT FOR THE SAME PURPOSE.CATERPILLAR FOUNDATION: FOR JUNE 2012 THROUGH JUNE 2016, THE CATERPILLAR FOUNDATION AWARDED GII A $509,329 GRANT FOR THE EXPANSION OF THE GOODWILL MODEL IN BRAZIL TO PROMOTE EMPLOYMENT, TRAINING AND JOB PLACEMENT SERVICES FOR PERSONS WITH DISABILITIES.BANK OF AMERICA: FOR JANUARY 2013 THROUGH AUGUST 2015 BANK OF AMERICA AWARDED GII A $500,000 GRANT FOR THE VESTED IN VETS PROGRAM. THE FUNDS ARE USED TO HELP 1,000 VETERANS AND THEIR FAMILY MEMBERS IN TWENTY COMMUNITIES TO CONNECT WITH THE EDUCATION, TRAINING AND SUPPORTS THEY NEED TO SUCCEED. THE GRANT IS ALSO PROVIDING SUPPORT FOR THE DEVELOPMENT OF A VETERAN CAREER NAVIGATION TOOLKIT.ANNIE E. CASEY FOUNDATION: FOR JANUARY THROUGH DECEMBER 2014, THE ANNIE E. CASEY FOUNDATION AWARDED GII A $265,828 GRANT FOR INITIATIVES THAT CONNECT FAMILIES TO SERVICES, SUPPORT AND RESOURCES THEY NEED TO ACHIEVE ECONOMIC INDEPENDENCE. LUMINA FOUNDATION: FOR SEPTEMBER 2011 THROUGH SEPTEMBER 2014, THE LUMINIA FOUNDATION AWARDED GII A $550,000 GRANT FOR THE EXPANSION OF GOODWIILL'S COMMUNITY/COLLEGE CAREER COLLABORATION (C4) PROJECT TO CONNECT PEOPLE WITH CREDENTIALS TO ADVANCE THEIR CAREERS. GOIZUETA FOUNDATION: FOR JANUARY 2013 THROUGH DECEMBER 2015, THE GOIZUETA FOUNDATION AWARDED GII AND FOUR GEORGIA GOODWILLS RECEIVED A $3.2 MILLION GRANT FOR THE ENHANCEMENT AND SUPPORT OF COMPREHENSIVE LATINO/HISPANIC INITIATIVES IN GEORGIA'S HISPANIC COMMUNITIES.ACCENTURE: FROM DECEMBER 2013 THROUGH DECEMBER 2016, ACCENTURE AWARDED GII A $1.5 MILLION GRANT FOR BUILDING CAPACITY AND PROVIDE ONLINE SUPPORT FOR MEMBER GOODWILLS AND THEIR PARTICIPANTS IN THE GOODPROSPECTS(R) FOR CREDENTIALS TO CAREERS PROGRAM.TRACFONE: FOR JANUARY 2014 THROUGH MARCH OF 2016, TRACFONE WIRELESS AWARDED GII A $20,000 GRANT TO SUPPORT EDUCATION OF PARTNER'S MEMBERS REGARDING SAFELINK, A GOVERNMENT SUPPORTED PROGRAM THAT PROVIDES FREE CELL PHONE AND AIRTIME EACH MONTH FOR INCOME-ELIGIBLE CUSTOMERS. DULIN ENDOWMENT: FOR JANUARY THROUGH DECEMBER OF 2014, THE DULIN FOUNDATION AWARDED GII A $75,000 GRANT TO SUPPORT TRAINING AND LEADERSHIP DEVELOPMENT FOR GOODWILL MEMBERS. 14091363 584245 21408515 DIRECT SERVICES TO GOODWILL MEMBERS:GOODWILL INDUSTRIES INTERNATIONAL, INC. FUNCTIONS AS A MEMBER ASSOCIATION, REPRESENTING THE NETWORK OF INDEPENDENT, COMMUNITY-BASED GOODWILL AGENCIES, AND PROVIDING PRODUCTS, SERVICES AND EXPERTISE THAT SUPPORT THE LOCAL GOODWILL ORGANIZATIONS. EACH LOCAL GOODWILL AGENCY IS AN AUTONOMOUS MEMBER OF GOODWILL INDUSTRIES INTERNATIONAL. THIS INDEPENDENCE AFFORDS LOCAL GOODWILL THE FLEXIBILITY TO RESPOND TO COMMUNITY NEEDS AND OPPORTUNITIES. AMONG THE DIRECT SERVICES TO LOCAL GOODWILL MEMBERS:- MISSION ADVANCEMENT AND BUSINESS CONSULTATIONS- DONATED GOODS RETAIL CONSULTING SERVICES- ADVISORY SUPPORT TO LOCAL GOODWILL BOARDS OF DIRECTORS IN EXECUTIVE SEARCHES- LEARNING OPPORTUNITIES FOR LOCAL GOODWILL STAFF- PUBLIC WEBSITE, EXTRANET AND KNOWLEDGE RESOURCES- FINANCIAL AND MANAGEMENT ANALYSES- NATIONAL AND LOCAL MARKETING AND PUBLIC RELATIONS MATERIALS- GOODTRAKCLIENT TRACKING SOFTWARE SYSTEM- MEDIA RELATIONS AND MARKETING- BENCHMARKING RESEARCH- CONSULTATION AND TECHNICAL ASSISTANCE- MYGOODWILL EXTRANET FOR GOODWILL MEMBERS- PROFESSIONAL DEVELOPMENT PROGRAMS FOR EXECUTIVES AND SENIOR STAFF- LICENSING OF THE GOODWILL BRAND 6709216 42892 2023979 SUPPORT SERVICES TO GOODWILL MEMBERS:GOODWILL INDUSTRIES INTERNATIONAL, INC. FUNCTIONS AS A MEMBER ASSOCIATION, REPRESENTING THE NETWORK OF INDEPENDENT, COMMUNITY-BASED GOODWILL AGENCIES, AND PROVIDING PRODUCTS, SERVICES AND EXPERTISE THAT SUPPORT THE LOCAL GOODWILL ORGANIZATIONS. EACH LOCAL GOODWILL AGENCY IS AN AUTONOMOUS MEMBER OF GOODWILL INDUSTRIES. THIS INDEPENDENCE AFFORDS THE LOCAL GOODWILL THE FLEXIBILITY TO RESPOND TO COMMUNITY NEEDS AND OPPORTUNITIESAMOUNT THE SUPPORT SERVICES TO LOCAL GOODWILL MEMBERS:- BOARD AND GOVERNANCE SUPPORT - BUSINESS DEVELOPMENT- RESOURCE DEVELOPMENT - CONFERENCES AND LEARNING EVENTS- INTERNATIONAL DEVELOPMENT - STRATEGIC SOURCING PROGRAMS- PUBLIC POLICY AND GOVERNMENT RELATIONS- RESEARCH AND DATA ANALYSIS 42141967 1 1 0 1 0 0 0 0 0 1 1 0 0 0 1 1 0 1 0 1 1 1 0 0 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 1 0 0 1 92 0 1 156 1 1 1 0 0 0 0 0 0 0 0 0 X 32 32 0 0 0 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 0 AL AK AR CA CT FL GA HI IL KS KY MD MA MI MN MS MO NH NJ NM NY NC OH OK OR PA RI SC TN UT VA WV WI X X JEFFREY MCCAW 3015306500 15810 INDIANOLA DRIVE ROCKVILLE MD 208552639 LARRY ISHOL BOARD MEMBER/CHAIR 2.00 0.00 X X 0 0 0 BRIAN ITZKOWITZ BOARD MEMBER/VICE CHAIR 2.00 0.00 X X 0 0 0 RONALD JOHNSON BOARD MEMBER/SECRETARY 2.00 0.00 X X 0 0 0 MICHELLE BELKNAP BOARD MEMBER/TREASURER 2.00 0.00 X X 0 0 0 CARLOS ARTOLA BOARD MEMBER 2.00 0.00 X 0 0 0 PHYLLIS BANDSTRA BOARD MEMBER 2.00 0.00 X 0 0 0 TONY BELL BOARD MEMBER 2.00 0.00 X 0 0 0 SUE BOHAICHUK BOARD MEMBER 2.00 0.00 X 0 0 0 RICHARD BORER BOARD MEMBER 2.00 0.00 X 0 0 0 PHIL BOYCE BOARD MEMBER 2.00 2.00 X 0 0 0 CLARK BREKKE BOARD MEMBER 2.00 0.00 X 0 0 0 DIANA BURLEY BOARD MEMBER 2.00 0.00 X 0 0 0 KATHY CROSBY BOARD MEMBER 2.00 0.00 X 0 0 0 LARRY DEJARNETT BOARD MEMBER 2.00 0.00 X 0 0 0 JEFFRY GOLDEN BOARD MEMBER 2.00 0.00 X 0 0 0 KARLA GRAZIER BOARD MEMBER 2.00 0.00 X 0 0 0 BRENDA GUMBS BOARD MEMBER 2.00 0.00 X 0 0 0 JOANNE HILFERTY BOARD MEMBER 2.00 0.00 X 0 0 0 GIDGET HOPF BOARD MEMBER 2.00 0.00 X 0 0 0 MICHAEL KEMPNER BOARD MEMBER 2.00 0.00 X 0 0 0 DONNA MILLER BOARD MEMBER 2.00 0.00 X 0 0 0 TOMMY MOORE BOARD MEMBER 2.00 0.00 X 0 0 0 ROBBIN MORTON BOARD MEMBER 2.00 0.00 X 0 0 0 MICHELLE QUINTYN BOARD MEMBER 2.00 0.00 X 0 0 0 LISA RUSYNIAK BOARD MEMBER 2.00 0.00 X 0 0 0 FRED SHELFER JR BOARD MEMBER 2.00 0.00 X 0 0 0 LAURA SMITH BOARD MEMBER 2.00 0.00 X 0 0 0 ROBERT SMITH BOARD MEMBER 2.00 0.00 X 0 0 0 LORNA UTLEY BOARD MEMBER 2.00 0.00 X 0 0 0 JEFFREY VAN DOREN BOARD MEMBER 2.00 0.00 X 0 0 0 JOHN WICKLAND III BOARD MEMBER 2.00 0.00 X 0 0 0 MICHAEL WIRTH-DAVIS BOARD MEMBER 2.00 0.00 X 0 0 0 TERRY HAYES BOARD MEMBER (PARTIAL YEAR) 2.00 0.00 X 0 0 0 JIM MARTIN BOARD MEMBER (PARTIAL YEAR) 2.00 0.00 X 0 0 0 JANET MCCARTHY BOARD MEMBER (PARTIAL YEAR) 2.00 0.00 X 0 0 0 DENNIS PASTRANA BOARD MEMBER (PARTIAL YEAR) 2.00 0.00 X 0 0 0 JAMES GIBBONS PRESIDENT AND CEO 40.00 0.00 X 565925 0 123493 STEVEN KROTONSKY CHIEF OPERATING OFFICER (JAN-SEPT) 38.00 2.00 X 322830 0 54861 JEFFREY MCCAW CHIEF FINANCIAL OFFICER 40.00 0.00 X 215861 0 61386 ALEXANDER SANCHEZ CHIEF OPERATING OFFICER (SEPT-DEC) 40.00 0.00 X 82537 0 12988 KIMBERLY ZIMMER CHIEF MARKETING OFFICER & SVP, GLOBAL DEVELOPMENT 40.00 0.00 X 237802 0 64082 LUCY TANNOZZINI VP HR AND LEADERSHIP DEVELOPMENT 40.00 0.00 X 198794 0 34492 JUDITH BRANZELLE CHIEF LEGAL OFFICER & GENERAL COUNSEL 40.00 0.00 X 198235 0 31632 WENDI COPELAND SVP OF STRATEGY & ADVANCEMENT 40.00 0.00 X 186843 0 31266 MICHAEL MEYER VP OF DGR AND MARKETING 40.00 0.00 X 175437 0 34773 PAUL DOWNES VP INFORMATION TECHNOLOGIES 40.00 0.00 X 163003 0 43615 2347267 0 492588 50 0 1 0 THE ADVERTISING COUNCIL 815 SECOND AVE 9TH FLOOR NEW YORK NY 10017 CONSULTING SERVICES 521710 TANGO ANALYTICS LLC 5525 NORTH MACARTHUR BLVD STE 450 IRVING TX 75038 CONSULTING SERVICES 201252 FREDERICK J SMITH 8598 MONTPELIER WAY SACRAMENTO CA 95823 CONSULTING SERVICES 200097 PLANET TECHNOLOGIES 20400 OBSERVATION DR STE 107 GERMANTOWN MD 20876 TECHNOLOGY DEVELOPMENT SERVICES 151783 CAPITOL HILL PARTNERS LLC 122 C STREET NW STE 650 WASHINGTON DC 20001 LOBBYING/ADVOCACY WORK 140000 16 14283895 4642980 249068 18926875 MEMBERSHIP DUES 900099 20277403 20277403 CONFERENCES, SEMINARS, AND LEARNI 900099 1301240 1291840 9400 OTHER PROGRAM SERVICES 900099 862346 862346 GOODTRAK 900099 532033 532033 STRATEGIC SOURCING CENTER 541900 406544 406544 52928 52928 23432494 188896 188896 276450 255277 21173 21173 4153 17020 10046205 9897718 148487 148487 148487 BAD DEBT EXPENSE RECOVERY 900099 73594 73594 MISCELLANEOUS REVENUE 900099 1042 1042 74636 42792561 23423094 13553 429039 18368523 18368523 16449 16449 42359 42359 1741766 1485999 214428 41339 12072927 10251909 1520505 300513 906501 789663 100043 16795 1680266 1463697 185438 31131 967592 807626 136953 23013 100242 35803 64437 2 94475 39651 54824 143800 143800 36763 10625 26138 3733657 3416210 282868 34579 874576 763694 109698 1184 242196 236608 5588 780953 401929 373684 5340 869366 757657 99504 12205 1587884 1482465 91674 13745 76640 31307 44774 559 1115135 885508 227042 2585 PROFESSIONAL DUES 321193 307607 10108 3478 SEMINAR & TRAINING 253322 229922 20666 2734 PRINTING & PUBLICATIONS 132666 131329 1323 14 EMPLOYEE RELATIONS 89519 41626 47703 190 -255246 1 -255248 1 45993524 42141967 3362150 489407 2303723 3710223 1864514 2455325 835828 988140 334158 485264 14998480 7176430 8210894 7822050 21718840 18416658 54375 54500 55000 55000 69953 52465 35447285 34039625 5369998 7209777 820000 820016 673567 541477 1572176 1448491 21883 21883 8457624 10041644 X 14479204 15473071 11221047 7203930 1289410 1320980 26989661 23997981 35447285 34039625 X -3200963 185598 23685 X X 0 1 X 1 1 1 X 33407624 31910626 28225490 22891265 18926875 135361880 33407624 31910626 28225490 22891265 18926875 135361880 16197219 119164661 627473 471524 496970 463680 462161 2521808 16325 12373 5701 189693 74636 298728 138182416 107752783 0.86240 0.86890 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: MISCELLANEOUS INCOME - 2010 AMOUNT: $ 16,325. 2011 AMOUNT: $ 12,373. 2012 AMOUNT: $ 5,701. 2013 AMOUNT: $ 3,844. 2014 AMOUNT: $ 1,042. BAD DEBT EXPENSE RECOVERY - 2013 AMOUNT: $ 185,849. 2014 AMOUNT: $ 73,594. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 116122 199045 315167 84832462 85147629 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 448701 488738 425513 315167 1678119 250000 250000 250000 250000 1000000 1500000 62048 131500 129471 116122 439141 1559230 70706 9080 1620856 1451133 116714 8617 1559230 1357249 108963 15079 1451133 1370182 15445 28378 1357249 1391904 11049 32771 1370182 0.00000 0.81500 0.18500 0 0 1500000 1500000 7764527 3037491 4727036 446475 147000 299475 5227478 3991939 1235539 60000 60000 7822050 SECURITY DEPOSIT 21883 21883 X 86338962 185598 43118604 278962 43583164 42755798 36763 36763 42792561 89330642 43118604 255277 43373881 45956761 36763 36763 45993524 PART V, LINE 4: GOODWILL'S ENDOWMENT FUNDS CONSIST OF: -- TEMPORARILY RESTRICTED NET ASSETS: NET ASSETS WHOSE USE HAS BEEN DONOR RESTRICTED BY SPECIFIED TIME OR PURPOSE LIMITATIONS. -- PERMANENTLY RESTRICTED NET ASSETS: MUST BE MAINTAINED IN PERPETUITY. IN ACCORDANCE WITH DONOR INSTRUCTIONS, GOODWILL MAY USE THE INTEREST AND DIVIDENDS, NET OF INVESTMENT FEES, EARNED ON PERMANENTLY RESTRICTED NET ASSETS FOR SPECIFIED PURPOSES. GOODWILL'S TEMPORARILY AND PERMANENTLY RESTRICTED FUNDS ARE USED TO FUND SPECIFIC PROGRAMS THAT ADVANCE OUR MISSION OF ENHANCING THE DIGNITY AND QUALITY OF LIFE OF INDIVIDUALS, FAMILIES, AND COMMUNITIES BY ELIMINATING BARRIERS TO OPPORTUNITY AND HELPING PEOPLE IN NEED REACH THEIR FULLEST POTENTIAL THROUGH LEARNING AND THE POWER OF WORK. GOODWILL'S RESTRICTED FUNDS CONSIST OF THE FOLLOWING: DOMESTIC ACTIVITIES -- FRANK F. FLEGAL EDUCATION AND TRAINING (ENDOWMENT) KENNETH K. KING TRAINING TRUST (ENDOWMENT) RICHARD AND LOIS ENGLAND (ENDOWMENT) ALUMNI CENTURY FUND ALUMNI TRAVEL FUND ANTHONY FAMILY FOUNDATION - FAMILY STRENGTHENING ANTHONY FAMILY FOUNDATION - COMMUNITY COLLEGE BANK OF AMERICA - VESTED IN VETS CASEY FOUNDATION CHARLES SCHWAB - GOOD A$$ET$ 2 DISASTER RELIEF FUND DULIN EXECUTIVE MANAGEMENT DEVELOPMENT FUND DULIN MEMBERSHIP GII TRAINING FUND DULIN SENIOR MANAGEMENT FUND DULIN STRATEGIC PLANNING FUND ELSINE KATZ FUND GOIZUETA FOUNDATION PROGRAMS GOOD PROSPECTS C2C - ACCENTURE KRESGE FOUNDATION LUMINA II FOUNDATION MATTHEWS ENTREPRENEURIAL AWARD NATIONAL PSA CAMPAIGN PUBLIC POLICY FUND ROBERT WATKINS AWARD FUND TRACFONE WIRELESS, INC. WALMART FOUNDATION - BEYOND JOBS PROGRAMS 2.0 WALMART FOUNDATION - OPERATION GOODJOBS PROGRAM WALMART FOUNDATION - OPERATION GOODJOBS 2 PROGRAM WALMART FOUNDATION - MY FREE TAXES WALMART FOUNDATION - MY FREE TAXES 2 INTERNATIONAL ACTIVITIES -- BARKER EDUCATION (ENDOWMENT) GERALD CLORE TRAINING (ENDOWMENT) SIOUX CITY (ENDOWMENT) CATERPILLAR FOUNDATION GOING GLOBAL FUND OAKLAND/PHILIPPINE FUND PART X, LINE 2: THE ORGANIZATION BELIEVES THAT IT HAS APPROPRIATE SUPPORT FOR INCOME TAX POSITIONS TAKEN. THEREFORE, MANAGEMENT HAS NOT IDENTIFIED ANY UNCERTAIN INCOME TAX POSITIONS. GENERALLY, INCOME TAX RETURNS RELATED TO THE CURRENT AND THREE PRIOR YEARS REMAIN OPEN FOR EXAMINATION BY TAXING AUTHORITIES. PART XI, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSE REPORTED ON PART VIII 255,277. UNREALIZED GAIN ON INTEREST RATE SWAP 23,685. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSE REPORTED ON PART VIII 255,277. 0 EAST ASIA AND THE PACIFIC 0 3 SUPPORT FOR PROGRAMMATIC OPERATIONS DUE DILIGENCE TRAVELS 22629 EUROPE 0 4 SUPPORT FOR PROGRAMMATIC OPERATIONS WORKABILITY INTERNATIONAL TRIP & MEETING WITH INTERNATIONAL AFFILLIATES 31484 NORTH AMERICA 0 4 SUPPORT FOR PROGRAMMATIC OPERATIONS MEMBER VISITS, CERTIFICATION, AND CONSULTATION 6798 SOUTH AMERICA 1 3 SUPPORT FOR PROGRAMMATIC OPERATIONS VISIT GOODWILL, SITE VISIT AND WORK WITH AVAPE, LOCAL OFFICE 111466 NORTH AMERICA 0 4 GRANTMAKING 41359 EAST ASIA AND THE PACIFIC 0 3 GRANTMAKING 1000 1 21 0 0 1 21 214736 0 214736 NORTH AMERICA ASSOCIATION GRANT 23959 CHECK N/A NORTH AMERICA GRADUATE LEVEL INTERN STIPEND 17400 EAST ASIA AND THE PACIFIC CLORE AWARD 1000 3 0 0 0 0 0 0 0 PART I, LINE 2: ALL GRANT AWARDS ARE ASSIGNED A UNIQUE COST CENTER IN THE GII GENERAL LEDGER SYSTEM. EACH GRANT IS ASSIGNED TO A PROGRAM MANAGER WHO IS RESPONSIBLE FOR FOLLOWING THE GRANT BUDGET AND ACHIEVING THE GOALS SPECIFIED BY THE GRANT AWARD. WHEN GII MAKES SUBAWARDS TO MEMBER GOODWILLS TO CARRY OUT CERTAIN GRANT FUNDED PROGRAMS, AN AGREEMENT IS SIGNED BETWEEN GII AND THE SUBRECIPIENT. THE AGREEMENT SPECIFIES ALL OF THE REQUIREMENTS OF THE ORIGINAL AWARD AND THE REPORTING REQUIREMENTS OF THE SUBRECIPIENT TO GII. MONTHLY REPORTS ARE RECEIVED FROM THE SUBRECIPIENTS, REVIEWED BY PROGRAM AND FINANCIAL STAFF, AND ENTERED INTO THE GII GENERAL LEDGER SYSTEM WHEN APPROVED. 1 ARIZONA ASSOCIATION OF GOODWILLS 1940 E SILVERLAKE ROAD SUITE 405 TUCSON AZ 85713 860223401 501(C)(3) 10268 ASSOCIATION GRANT COUNCIL OF CALIFORNIA GOODWILL INDUSTRIES 1080 NORTH 7TH STREET SAN JOSE CA 95112 237102688 501(C)(3) 46207 ASSOCIATION GRANT EASTER SEALS - GOODWILL NORTHERN ROCKY MOUNTAIN INC 4400 CENTRAL AVE GREAT FALLS MT 59405 810232125 501(C)(3) 130400 BEYOND JOBS 2.0 FLORIDA GOODWILL ASSOCIATION PO BOX 6700 TALLAHASSEE FL 32314 311667466 501(C)(3) 25670 ASSOCIATION GRANT GEORGIA GOODWILL ASSOCIATION 2601 CROSS COUNTRY DRIVE COLUMBUS GA 31906 010709306 501(C)(3) 9173 ASSOCIATION GRANT GOODWILL ASSOCIATION OF MICHIGAN 2279 SOUTH AIRPORT ROAD WEST TRAVERSE CITY MI 49684 383474383 501(C)(3) 34277 ASSOCIATION GRANT GOODWILL EASTER SEALS INC 553 FAIRVIEW AVE N ST PAUL MN 55104 410706171 501(C)(3) 48100 ACCENTURE, BEYOND JOBS 2.0, LUMINA GOODWILL EASTER SEALS MIAMI VALLEY 1511 KUNTZ RD DAYTON OH 45404 310537112 501(C)(3) 187110 GOODGUIDES II, GOODGUIDES III GOODWILL IND - KNOXVILLE INC PO BOX 11066 KNOXVILLE TN 37939 620868796 501(C)(3) 148020 GOODGUIDES III, BEYOND JOBS 2.0 GOODWILL IND - SUNCOAST INC 10596 GANDY BLVD ST PETERSBURG FL 33702 590718492 501(C)(3) 130200 BEYOND JOBS 2.0 GOODWILL IND EASTER SEALS OF THE GULF COAST INC 2448 GORDON SMITH DRIVE MOBILE AL 36617 630363472 501(C)(3) 257173 GOODGUIDES II, GOODGUIDES III, BEYOND JOBS 2.0 GOODWILL IND OF ARKANSAS INC 1110 WEST 7TH ST LITTLE ROCK AR 72201 710236903 501(C)(3) 78400 BEYOND JOBS 2.0, CASEY 2014 MATCH GOODWILL IND OF CENTRAL FLORIDA 7531 S ORANGE BLOSSOM TRAIL ORLANDO FL 32809 590908166 501(C)(3) 197687 GOODGUIDES II, GOODGUIDES III GOODWILL IND OF CENTRAL ILLINOIS INC 2319 E WAR MEMORIAL DR PEORIA IL 61614 370673521 501(C)(3) 261853 GOODGUIDES II, GOODGUIDES III, BEYOND JOBS 2.0 GOODWILL IND OF CENTRAL OHIO 1331 EDGEHILL RD COLUMBUS OH 43212 314379448 501(C)(3) 48600 BEYOND JOBS 2.0 GOODWILL IND OF CENTRAL TEXAS 1015 NORWOOD PARK BLVD AUSTIN TX 78753 741322808 501(C)(3) 209975 ACCENTURE, BEYOND JOBS 2.0, OPERATION GOODJOBS 2.0; SUMMER INTERN-J MAPULA-M GOODWILL IND OF CENTRAL VIRGINIA 6301 MIDLOTHIAN TURNPIKE RICHMOND VA 23225 540455395 501(C)(3) 101500 BEYOND JOBS 2.0, VESTED IN VETERANS, CASEY 2014 MATCH GOODWILL IND OF DALLAS INC 3020 NWESTMORELAND RD DALLAS TX 75212 750800649 501(C)(3) 158044 GOODGUIDES III, BEYOND JOBS 2.0, CASEY 2014 MATCH GOODWILL IND OF GREATER DETROIT 3111 GRAND RIVER AVENUE DETROIT MI 48208 381362823 501(C)(3) 94400 BEYOND JOBS 2.0; 2014 MATTHEW ENTREPRE AWARD GOODWILL IND OF GREATER NY AND NORTHERN NJ 4-21 27TH AVENUE ASTORIA NY 11102 131641068 501(C)(3) 432870 GOODGUIDES II, GOODGUIDES III, BEYOND JOBS 2.0, OPERATION GOODJOBS 2.0 GOODWILL IND OF HOUSTON 1140 WEST LOOP NORTH HOUSTON TX 77055 741285095 501(C)(3) 236300 BEYOND JOBS 2.0, OPERATION GOODJOBS 2.0; KENNETH KING AWARD AGENCY GOODWILL IND OF LANE & SOUTH COAST COUNTIES 1010 GREEN ACRES RD EUGENE OR 97408 930572370 501(C)(3) 87200 BEYOND JOBS 2.0 GOODWILL IND OF MICHIANA INC 1805 W WESTERN AVE SOUTH BEND IN 46619 351093073 501(C)(3) 70600 BEYOND JOBS 2.0 GOODWILL IND OF MIDDLE TENNESSEE INC 1015 HERMAN ST NASHVILLE TN 37208 620599413 501(C)(3) 168700 BEYOND JOBS 2.0, VESTED IN VETERANS GOODWILL IND OF MID-MICHIGAN INC 501 SOUTH AVERILL AVENUE FLINT MI 48506 381358009 501(C)(3) 108123 GOODGUIDES III GOODWILL IND OF NORTH FLORIDA 4527 LENOX AVE JACKSONVILLE FL 32205 590637858 501(C)(3) 27200 BEYOND JOBS 2.0 GOODWILL IND OF NORTHERN NEW ENGLAND 353 CUMBERLAND AVE PORTLAND ME 04101 010284340 501(C)(3) 98669 GOODGUIDES III, BEYOND JOBS 2.0 GOODWILL IND OF ORANGE COUNTY CALIFORNIA INC 410 N FAIRVIEW ST SANTA ANA CA 92703 951644018 501(C)(3) 87200 ACCENTURE, BEYOND JOBS 2.0, OPERATION GOODJOBS 2.0 GOODWILL IND OF SAN ANTONIO 406 W COMMERCE ST SAN ANTONIO TX 78207 741238444 501(C)(3) 131300 BEYOND JOBS 2.0, OPERATION GOODJOBS 2.0 GOODWILL IND OF SOUTH TEXAS INC 2961 S PORT AVE CORPUS CHRISTI TX 78405 741223056 501(C)(3) 52200 BEYOND JOBS 2.0 GOODWILL IND OF SOUTHEASTERN LOUISIANA INC 3400 TULANE AVE NEW ORLEANS LA 79119 720546906 501(C)(3) 73700 BEYOND JOBS 2.0 GOODWILL IND OF SOUTHERN NEVADA INC 1280 W CHEYENNE AVE N LAS VEGAS NV 89030 237437479 501(C)(3) 166000 BEYOND JOBS 2.0 GOODWILL IND OF SOUTHWEST FLORIDA INC 4940 BAYLINE DR N FORT MYERS FL 33917 596196141 501(C)(3) 29000 BEYOND JOBS 2.0 GOODWILL IND OF SOUTHWESTERN MICHIGAN 420 EAST ALCOTT KALAMAZOO MI 49001 381558550 501(C)(3) 25900 BEYOND JOBS 2.0 GOODWILL IND OF THE COASTAL EMPIRE INC 7220 SALLIE MOOD DR SAVANNAH GA 31406 586046795 501(C)(3) 107153 GOODGUIDES III, BEYOND JOBS 2.0, VESTED IN VETERANS GOODWILL IND OF THE CONEMAUGH VALLEY INC 540 CENTRAL AVENUE JOHNSTOWN PA 15902 251115026 501(C)(3) 134844 GOODGUIDES III, ACCENTURE GOODWILL IND OF THE INLAND NORTHWEST 130 E 3RD AVE SPOKANE WA 99202 910597006 501(C)(3) 185864 GOODGUIDES III, BEYOND JOBS 2.0 GOODWILL IND OF THE VALLEYS PO BOX 6159 ROANOKE VA 24017 540884014 501(C)(3) 6415 GRADUATE OF YR PROF DEVEL MONE GOODWILL IND OF THE VALLEYS INC 2502 MELROSE AVE NW ROANOKE VA 24017 540884014 501(C)(3) 2333396 GOODGUIDES II, GOODGUIDES III. SCSEP PY13, SCSEP PY14, ACCENTURE, BEYOND JOB GOODWILL IND OF TULSA 2800 SOUTHWEST BLVD TULSA OK 74107 730614297 501(C)(3) 63800 BEYOND JOBS 2.0 GOODWILL IND OF WEST MICHIGAN 271 E APPLE AVE MUSKEGON MI 49442 381357148 501(C)(3) 52000 BEYOND JOBS 2.0 GOODWILL IND OF WESTERN NEW YORK INC 1119 WILLIAM STREET BUFFALO NY 14206 160761225 501(C)(3) 94400 BEYOND JOBS 2.0, OPERATION GOODJOBS 2.0 GOODWILL IND OF DENVER 6850 FEDERAL BLVD DENVER CO 80221 840405513 501(C)(3) 87450 GOODGUIDES III GOODWILL IND OF FORT WORTH INC 4005 CAMPUS DRIVE FORT WORTH TX 76119 750868393 501(C)(3) 51915 OPERATION GOODJOBS 2.0; ACHIEVER OF THE YEAR-PROFESSIONAL DEVELOPMENT GOODWILL IND OF NORTHERN ARIZONA 4308 EAST ROUTE 66 FLAGSTAFF AZ 86004 860280491 501(C)(3) 13000 ACCENTURE, LUMINA GOODWILL IND OF NORTHWEST NORTH CAROLINA INC 2701 UNIVERSITY PKWY WINSTONSALEM NC 27115 560588474 501(C)(3) 64400 OPERATION GOODJOBS 2.0 GOODWILL IND OF SAN DIEGO COUNTY INC 3663 ROSECRANS STREET SAN DIEGO CA 92110 951652910 501(C)(3) 86200 OPERATION GOODJOBS 2.0, VESTED IN VETERANS GOODWILL IND OF VENTURA & SANTA BARBARA COUNTIES INC 130 LOMBARD STREET OXNARD CA 93030 770448301 501(C)(3) 99100 OPERATION GOODJOBS 2.0 GOODWILL IND-MANASOTA INC 2705 51ST AVE E BRADENTON FL 34203 650901170 501(C)(3) 10000 ACCENTURE GOODWILL INDUSTRIES BIG BEND INC 300 MABRY STREET TALLAHASSEE FL 32304 591279499 501(C)(3) 84550 GOODGUIDES III GOODWILL INDUSTRIES OF CENTRAL ARIZONA INC 417 NORTH 16TH ST PHOENIX AZ 85006 860104415 501(C)(3) 1051342 SCSEP PY13, SCSPEP PY14 GOODWILL INDUSTRIES OF CENTRAL INDIANA INC 1635 W MICHIGAN ST INDIANAPOLIS IN 46222 350893605 501(C)(3) 2030004 SCSEP PY13, SCSPEP PY14, SCHWAB 2012 GOODWILL INDUSTRIES OF HAWAII INC 2610 KILIHAU STREET HONOLULU HI 96819 996001264 501(C)(3) 77800 BEYOND JOBS 2.0 GOODWILL INDUSTRIES OF NEW MEXICO INC 5000 SAN MATEO BLVD NE ALBUQUERQUE NM 87109 850107916 501(C)(3) 1534040 SCSEP PY13, SCSPEP PY14 GOODWILL INDUSTRIES OF NORTH LOUISIANA INC 800 WEST 70TH STREET SHREVEPORT LA 711062550 740460816 501(C)(3) 10000 ACCENTURE GOODWILL INDUSTRIES OF RHODE ISLAND INC 100 HOUGHTON STREET PROVIDENCE RI 02904 050258845 501(C)(3) 81272 GOODGUIDES III GOODWILL INDUSTRIES OF SOUTH CENTRAL OHIO INC 462 E SECOND ST CHILLICOTHE OH 45601 310917970 501(C)(3) 115640 GOODGUIDES II GOODWILL INDUSTRIES OF SOUTHERN ARIZONA INC 1940 E SILVERLAKE STE 405 TUCSON AZ 85713 860223401 501(C)(3) 124971 GOODGUIDES III GOODWILL INDUSTRIES OF SOUTHERN RIVERS INC 2601 CROSS COUNTRY DRIVE BLDG A COLUMBUS GA 31906 586035822 501(C)(3) 143200 ACCENTURE, BEYOND JOBS 2.0; 2014 PJ TREVETHAN AWARD GOODWILL INDUSTRIES OF THE UPSTATEMIDLAND SOUTH 115 HAYWOOD RD GREENVILLE SC 29607 570564001 501(C)(3) 280263 GOODGUIDES II, GOODGUIDES III, ACCENTURE, BEYOND JOBS 2.0 GOODWILL OF DELAWARE & DELAWARE COUNTY INC 300 E LEA BLVD WILMINGTON DE 19802 510064311 501(C)(3) 63300 BEYOND JOBS 2.0 GOODWILL OF NORTH GEORGIA INC 235 PEACHTREE STREET NORTH TOWER SUITE 2300 ATLANTA GA 30303 208351046 501(C)(3) 87000 BEYOND JOBS 2.0; DIVERSITY INTERN-WIN14-CLAYTON GOODWILL OF SOUTHWESTERN PENNSYLVANIA 2600 EAST CARSON ST PITTSBURGH PA 15203 251098928 501(C)(3) 73048 GOODGUIDES III, VESTED IN VETERANS GOODWILL OF THE FINGER LAKES INC 422 S CLINTON AVENUE ROCHESTER NY 14620 274212702 501(C)(3) 85587 GOODGUIDES III GOODWILL OF THE OLYMPICS AND RAINIER REGION 714 S 27TH ST TACOMA WA 98409 910573106 501(C)(3) 1907535 SCSEP PY13, SCSPEP PY14, BEYOND JOBS 2.0, OPERATION GOODJOBS 2.0, VESTED IN GOODWILL OF WESTERN AND NORTHERN CT INC 165 OCEAN TERR BRIDGEPORT CT 066050203 060662111 501(C)(3) 21700 BEYOND JOBS 2.0 GOODWILL SERVING THE PEOPLE OF SOUTHERN LOS ANGELES COUNTY 800 PACIFIC COAST HIGHWAY LONG BEACH CA 90806 951644017 501(C)(3) 78100 BEYOND JOBS 2.0 HEART OF TEXAS GOODWILL IND INC 1700 SOUTH NEW RD WACO TX 76711 741238443 501(C)(3) 111700 BEYOND JOBS 2.0, OPERATION GOODJOBS 2.0 LAND OF LINCOLN GOODWILL IND 800 N 10TH ST SPRINGFIELD IL 627026310 370661254 501(C)(3) 185107 GOODGUIDES II, GOODGUIDES III MERSMISSOURI GOODWILL IND 1727 LOCUST ST ST LOUIS MO 631063252 430652657 501(C)(3) 69800 BEYOND JOBS 2.0 MID-ATLANTIC GOODWILL INDUSTRIES COALITION PO BOX 905 FREDERICKSBURG VA 22404 900147552 501(C)(3) 30804 ASSOCIATION GRANT MORGAN MEMORIAL GOODWILL IND INC 1010 HARRISON AVE BOSTON MA 02119 042106765 501(C)(3) 77600 BEYOND JOBS 2.0 NEBRASKA ASSOCIATION 4805 NORTH 72ND STREET OMAHA NE 68134 470378996 501(C)(3) 15191 ASSOCIATION GRANT NORTH CENTRAL GOODWILL ASSOCIATION 4900 NE 22ND STREET DES MOINES IA 50313 420764469 501(C)(3) 48418 ASSOCIATION GRANT NORTHEAST REGIONAL ASSOCIATION 432 WASHINGTON AVE NORTH HAVEN CT 06473 237431264 501(C)(3) 35939 ASSOCIATION GRANT NORTHWEST ASSOCIATION 130 E THIRD AVE SPOKANE WA 99202 910597006 501(C)(3) 35939 ASSOCIATION GRANT OHIO ASSOCIATION OF GOODWILL INDUSTRIES PO BOX 93 CHILLICOTHE OH 45601 237296009 501(C)(3) 54079 ASSOCIATION GRANT OKLAHOMA ASSOCIATION OF GOODWILLS 1210 SUMMIT AVE LAWTON OK OK 73501 730675119 501(C)(3) 10768 ASSOCIATION GRANT; SEMC TUITION WAIVER-E MCKINLE OKLAHOMA GOODWILL IND INC PO BOX 2780 OKLAHOMA CITY OK 73101 730641590 501(C)(3) 179607 GOODGUIDES II, GOODGUIDES III PENNSYLVANIA ASSOCIAITON OF GOODWILLS 1150 GOODWILL DR HARRISBURG PA 17101 231365338 501(C)(3) 2028163 ASSOCIATION GRANT; SCSEP PY13, SCSPEP PY14 SOUTHEAST ASSOCIATION 2407 31ST STREET GULFPORT MS 39501 640547585 501(C)(3) 59282 ASSOCIATION GRANT SOUTHERN OREGON GOODWILL IND INC 11 W JACKSON ST MEDFORD OR 97501 930564141 501(C)(3) 28700 BEYOND JOBS 2.0 TEXAS ASSOCIATION OF GOODWILLS 10040 CIRCLEVIEW AUSTIN TX 78733 742972090 501(C)(3) 47918 ASSOCIATION GRANT VIRGINIA GOODWILL NETWORK PO BOX 905 FREDERICKSBURG VA 22404 141993959 501(C)(3) 20536 ASSOCIATION GRANT 84 0 WATKINS FUND 1 2500 PJ TREVETHAN AWARD 1 500 ROBIN 2014 AWARD 1 1000 GRADUATE OF THE YEAR 1 1000 ACHIEVER OF THE YEAR 1 1000 KENNETH KING AWARD 1 5000 ELSINE KATZ AWARD 1 500 2014 DELGATE ASSEMBLY & TRAVEL REIMBURSEMENT 1 1999 TRAVEL REIMB TO ATTEND COE 1 1000 TRAVEL REIMB TO ATTEND COE 1 950 ALUMNI STIPEND/SCH DA 2014 1 1000 PART I, LINE 2: ALL GRANT AWARDS ARE ASSIGNED A UNIQUE COST CENTER IN THE GII GENERAL LEDGER SYSTEM. EACH GRANT IS ASSIGNED TO A PROGRAM MANAGER WHO IS RESPONSIBLE FOR FOLLOWING THE GRANT BUDGET AND ACHIEVING THE GOALS SPECIFIED BY THE GRANT AWARD. WHEN GII MAKES SUBAWARDS TO MEMBER GOODWILLS TO CARRY OUT CERTAIN GRANT FUNDED PROGRAMS, AN AGREEMENT IS SIGNED BETWEEN GII AND THE SUBRECIPIENT. THE AGREEMENT SPECIFIES ALL OF THE REQUIREMENTS OF THE ORIGINAL AWARD AND THE REPORTING REQUIREMENTS OF THE SUBRECIPIENT TO GII. MONTHLY REPORTS ARE RECEIVED FROM THE SUBRECIPIENTS, REVIEWED BY PROGRAM AND FINANCIAL STAFF, AND ENTERED INTO THE GII GENERAL LEDGER SYSTEM WHEN APPROVED. GII DRAWS AND DISBURSES THE GRANT FUNDS ACCORDING TO THE SPECIFICATIONS OF THE GRANT AGREEMENT. GII ALSO MAKES PERIODIC REPORTS TO THE FUNDING FOUNDATION OR GOVERNMENT AGENCY AS REQUIRED BY THE GRANT AGREEMENT. GII PROGRAM AND ACCOUNTING STAFF MAKE MONITORING VISITS TO THE SUBRECIPIENTS, USUALLY ON AN ANNUAL BASIS, TO REVIEW THE PROGRAM OUTCOMES AND FINANCIAL RECORDING OF THE PROGRAM EXPENDITURES. EXPLANATION OF GRANTS AND AWARDS: ASSOCIATION GRANTS & SUPPORT FOR PROGRAMMATIC OPERATIONS: THE ASSOCIATION GRANT PROGRAM IS INTENDED TO GENERATE ACTION THAT WILL STIMULATE THE STRENGTHENING OF ASSOCIATIONS' ABILITY TO COLLABORATE AND REACH CONSENSUS ON ISSUES OF IMPORTANCE TO THE BROAD GOODWILL COMMUNITY. ROBERT E. AND CHARLOTTE WATKINS AWARD: RECOGNIZES A STAFF MEMBER OF LOCAL GOODWILL INDUSTRIES WHO DEMONSTRATES GOODWILL'S MISSION IN THEIR DAILY WORK IN A CONTINUED AND OUTSTANDING MANNER. P.J. TREVETHAN AWARD: RECOGNIZES A LOCAL GOODWILL CEO WHO DEMONSTRATES COMMITMENT TO THE CONTINUED PERSONAL GROWTH OF THE GOODWILL'S EMPLOYEES AND OTHERS THROUGH TRAINING, PROFESSIONAL DEVELOPMENT OPPORTUNITIES AND OTHER MEANS. J.D. ROBINS JR. DISTINGUISHED CAREER AWARD: RECOGNIZES A LOCAL GOODWILL CEO WHO CONTRIBUTES TO GOODWILL'S GROWTH IN MISSION, BUSINESS AND SERVICES OVER MANY YEARS IN AN EXECUTIVE POSITION. GII ACHIEVER OF THE YEAR AWARD: RECOGNIZES A PERSON RECEIVING SERVICES IN A LOCAL GOODWILL INDUSTRIES FOR THEIR PERSONAL ACHIEVEMENT AND GROWTH RELATED TO THEIR CAREER DEVELOPMENT. KENNETH SHAW GII GRADUATE OF THE YEAR AWARD: RECOGNIZES A PERSON WHO ONCE RECEIVED SERVICES WITHIN A GOODWILL, BUT WHO HAS NOW GRADUATED TO EMPLOYMENT IN THE COMMUNITY FOR THEIR PERSONAL ACHIEVEMENT AND GROWTH RELATED TO THEIR CAREER DEVELOPMENT. KENNETH K. KING MANAGEMENT AWARD: RECOGNIZES A LOCAL GOODWILL INDUSTRIES CEO FOR THEIR OUTSTANDING EXECUTIVE LEADERSHIP AND MANAGEMENT SUCCESS AS A GOODWILL LEADER WITH AT LEAST FIVE YEARS OF SERVICE. X X 1 1 X X X X X 0 1 0 0 0 0 0 0 0 JAMES GIBBONS PRESIDENT AND CEO 478265 0 45629 0 42031 0 83058 0 40435 0 689418 0 0 0 STEVEN KROTONSKY CHIEF OPERATING OFFICER (JAN-SEPT) 238034 0 76945 0 7851 0 27558 0 27302 0 377690 0 0 0 JEFFREY MCCAW CHIEF FINANCIAL OFFICER 192887 0 21179 0 1795 0 22548 0 38839 0 277248 0 0 0 KIMBERLY ZIMMER CHIEF MARKETING OFFICER & SVP, GLOBA 211898 0 24269 0 1635 0 25156 0 38926 0 301884 0 0 0 LUCY TANNOZZINI VP HR AND LEADERSHIP DEVELOPMENT 175568 0 20053 0 3173 0 20110 0 14381 0 233285 0 0 0 JUDITH BRANZELLE CHIEF LEGAL OFFICER & GENERAL COUNSE 184962 0 10774 0 2499 0 20338 0 11294 0 229867 0 0 0 WENDI COPELAND SVP OF STRATEGY & ADVANCEMENT 173986 0 10774 0 2083 0 18967 0 12299 0 218109 0 0 0 MICHAEL MEYER VP OF DGR AND MARKETING 165671 0 8237 0 1529 0 16403 0 18370 0 210210 0 0 0 PAUL DOWNES VP INFORMATION TECHNOLOGIES 153724 0 8269 0 1010 0 17704 0 25912 0 206619 0 0 0 PART I, LINE 1A JAMES D. GIBBONS, GOODWILL'S CEO, IS BLIND, AND ACCORDINGLY IS PROVIDED WITH AN AUTOMOBILE TRANSPORTATION SERVICE. ALL AMOUNTS WERE APPROPRIATELY INCLUDED AS TAXABLE INCOME IN HIS FORM W-2. ADDITIONALLY, THE CEO IS ELIGIBLE FOR UPGRADING LONG DISTANCE FLIGHTS AND TOOK ADVANTAGE OF THIS IN ACCORDANCE WITH POLICY. PART I, LINE 4B JAMES D. GIBBONS, SECTION 457F PLAN, $55,500. A MARYLAND ECONOMIC DEVELOPMENT CORPORATION 521376562 574205ER7 2004-01-15 3700000 PURCHASE OF LAND AND BUILDING AT 15810 INDIANOLA DR. ROCKVILLE, MD 0 0 0 A 2100000 86096 2100000 2004 1 0 1 1 A 0 0 0 0 0 0 0 A 0 0 0 0 1 1 SUNTRUST 7.000000000000 0 0 0 0 0 A 1 SCHEDULE K, PART II, LINE 14: THE ORIGINAL BOND ISSUE AMOUNT WAS $3,700,000. PRIOR TO THE BONDS' REFUNDING ON MARCH 23, 2010, $1,600,000 IN BOND PRINCIPAL HAD BEEN PAID DOWN. THE BONDS WERE REFUNDED BY SUNTRUST BANK, IN THE AMOUNT OF $2,300,000. THROUGH THE END OF 2014, AN ADDITIONAL $100,000 IN PRINCIPAL HAS BEEN PAID. SCHEDULE K, PART IV, LINE 2C: NO REBATE WAS NECESSARY AS ALL PROCEEDS FROM THE BOND ISSUANCE WERE SPENT BY 2004. X COMPUTER EQUIPMENT 1 249068 FMV 0 0 0 FORM 990, PART VI, SECTION A, LINE 1 THE ORGANIZATION HAS AN EXECUTIVE COMMITTEE CONSISTING OF THE CORPORATION'S OFFICERS, THE CHAIR OF THE CONFERENCE OF EXECUTIVES, AND THREE ADDITIONAL DIRECTORS SELECTED BY THE CHAIR OF THE BOARD. FOUR MEMBERS OF THE EXECUTIVE COMMITTEE ARE EMPLOYED CHIEF EXECUTIVES OF ORGANIZATIONAL MEMBERS AND IMMEDIATE PAST CHAIRMAN OF THE CONFERENCE OF EXECUTIVES WHO SHALL BE AN EX-OFFICIO WITH VOICE, BUT NO VOTE. THE IMMEDIATE PAST CHAIR OF THE BOARD SHALL BE EXTENDED ONE YEAR WITH VOTING RIGHTS IF THE CHAIR'S TERM OTHERWISE WOULD TERMINATE. THE EXECUTIVE COMMITTEE HAS THE AUTHORITY TO ACT ON BEHALF OF THE ORGANIZATION AND THE BOARD, EXCEPT THAT THE EXECUTIVE COMMITTEE DOES NOT HAVE THE AUTHORITY TO BUY, SELL, LEASE, RENT, OR MANAGE REAL PROPERTY, OR TO FILL VACANCIES ON THE BOARD. ACTIONS TAKEN BY THE EXECUTIVE COMMITTEE ARE REPORTED TO THE FULL BOARD AND DISCUSSED AS NECESSARY. FORM 990, PART VI, SECTION A, LINE 6 ACCORDING TO GII'S BYLAWS, THERE ARE TWO CATEGORIES OF MEMBERS: (1) ORGANIZATIONAL MEMBERS, AND (2) AFFILIATE ORGANIZATIONS. ORGANIZATIONAL MEMBERS INCLUDE ALL MEMBERS IN THE UNITED STATES AND CANADA AND ANY OTHER MEMBERS, WHICH APPLY FOR AND ARE FOUND ELIGIBLE UNDER THE REQUIREMENTS ESTABLISHED BY THE DELEGATE ASSEMBLY. AFFILIATE ORGANIZATIONS OUTSIDE US AND CANADA ARE CONNECTED TO GII BY AGREEMENTS. FORM 990, PART VI, SECTION A, LINE 7A THE DELEGATE ASSEMBLY (COMPRISED OF THE LOCAL CEO OR A MEMBER OF THEIR STAFF, AND A LOCAL BOARD MEMBER) ELECTS PUBLIC/PRIVATE BOARD MEMBERS; THE CONFERENCE OF EXECUTIVES (COMPRISED OF MEMBER CEO'S) ELECTS THE MEMBERS OF THE EXECUTIVE COUNCIL, WHICH ARE EX-OFFICIO MEMBERS OF THE BOARD. THE IMMEDIATE PAST BOARD CHAIR WILL REMAIN AS A VOTING MEMBER OF THE BOARD FOR THE YEAR SUBSEQUENT TO HIS OR HER SERVICES AS CHAIR OR THE END OF HIS OR HER TERM ON THE BOARD, WHICHEVER IS LONGER. (BOARD CHAIRS ARE SELECTED BY THE BOARD OF DIRECTORS). FORM 990, PART VI, SECTION A, LINE 7B THE DELEGATE ASSEMBLY, ACCORDING TO THE BYLAWS, "SHALL ELECT THE BOARD OF DIRECTORS, FIX THE DUES OF THE CORPORATION'S ORGANIZATIONAL MEMBERS, VOTE UPON PROPOSED AMENDMENTS TO THE BYLAWS, VOTE UPON PROPOSED CHANGES TO THE TERRITORY POLICY, AND VOTE UPON REQUIREMENTS FOR ORGANIZATIONAL MEMBERSHIP." ADDITIONALLY, THE DELEGATE ASSEMBLY HAS THE RIGHT TO VOTE ON THE FOLLOWING: MATERIAL MODIFICATIONS OR ADDITIONS TO GOODWILL'S REQUIREMENTS FOR MEMBERSHIP OF ITS ORGANIZATIONAL MEMBERS. ANY SUCH MODIFICATION OR ADDITION MUST BE APPROVED BY A TWO-THIRDS VOTE OF THE DELEGATE ASSEMBLY. FORM 990, PART VI, SECTION B, LINE 11 ONCE THE FORM 990 HAS BEEN FINALIZED, GOODWILL'S AUDIT COMMITTEE REVIEWS, DISCUSSES, AND VOTES TO ACCEPT. AFTER THE COMMITTEE ACCEPTS, THE FORM 990 IS THEN: (A) DISTRIBUTED TO THE FULL BOARD AS PART OF BOARD MEETING MATERIALS, AND (B) OFFERED FOR ACCEPTANCE. IT IS EACH BOARD MEMBER'S RESPONSIBILITY TO REVIEW THE FORM 990 IN SUFFICIENT DETAIL SO AS TO BRING ANY QUESTIONS OR CONCERNS TO THE TABLE BEFORE ACCEPTANCE. FORM 990, PART VI, SECTION B, LINE 12C GOODWILL REQUIRES EVERY BOARD MEMBER AND EVERY EMPLOYEE TO FILL OUT AND RETURN AN ANNUAL CONFLICT OF INTEREST CHECKLIST. THE COMPLETED CHECKLISTS ARE THEN REVIEWED FOR ITEMS OF CONFLICT. ITEMS NOTED AS A POTENTIAL CONFLICT, IF ANY, ARE REVIEWED BY BOTH THE AUDIT COMMITTEE AND GENERAL COUNSEL, AND APPROPRIATE ACTION IS TAKEN TO HANDLE THE DISCLOSURES. FORM 990, PART VI, SECTION B, LINE 15 EVERY YEAR, AN EXTERNAL COMPENSATION CONSULTANT IS HIRED TO SURVEY THE MARKETPLACE AND TO PROVIDE MARKET DATA ON THE CEO POSITION. THE CEO POSITION IS MATCHED WITH OTHER SIMILAR POSITIONS IN ORGANIZATIONS WITH SIMILAR REVENUES AS GOODWILL INDUSTRIES INTERNATIONAL, INC. FOR THE CEO POSITION, BOTH BASE PAY AND TOTAL COMPENSATION PAY ARE COMPARED. TOTAL COMPENSATION INCLUDES BASE PAY, BONUS PAY, AND DEFERRED COMPENSATION. EVERY YEAR, THE COMPENSATION COMMITTEE, A SUB-COMMITTEE OF THE BOARD, CONDUCTS A FORMAL PERFORMANCE EVALUATION ON THE CEO. THIS REVIEW CONSIDERS OUTCOMES ON GOALS RELATED TO THE ORGANIZATIONAL STRATEGIC PLAN AS WELL AS RESULTS FROM A SURVEY OF THE BOARD MEMBERS ON PERFORMANCE. SURVEY RESULTS ARE COMPILED BY AN EXTERNAL CONSULTANT AND FORWARDED TO THE CHAIR OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE USES THE RESULTS FROM THE STRATEGIC PLAN AND THE RESULTS FROM THE COMPILED PERFORMANCE SURVEY TO REPORT TO THE BOARD OF DIRECTORS ANY INCREASE OR DECREASE IN PAY AND/OR BONUS THAT IS WITHIN THE MARKET COMPENSATION RANGES FOR COMPARABLE CEO POSITIONS. THE CEO'S CHANGE IN COMPENSATION AND BONUS, IF ANY, BECOMES EFFECTIVE JUNE 1ST. FOR OFFICERS AND KEY EMPLOYEES, POSITIONS ARE MATCHED BY AN EXTERNAL COMPENSATION CONSULTANT WITH OTHER SIMILAR POSITIONS IN ORGANIZATIONS WITH SIMILAR REVENUES AS GOODWILL INDUSTRIES INTERNATIONAL, INC. THE POSITIONS REVIEWED ARE: CHIEF OPERATING OFFICER, CHIEF MARKETING OFFICER & SENIOR VP GLOBAL DEVELOPMENT, CHIEF FINANCIAL OFFICER, SVP OF STRATEGY AND ADVANCEMENT, AND THE VICE PRESIDENT OF HUMAN RESOURCES AND ORGANIZATIONAL DEVELOPMENT. THE MARKET RANGES FOR BASE PAY AND BASE PLUS BONUS ARE PROVIDED TO THE COMPENSATION COMMITTEE FOR THESE POSITIONS BY THE EXTERNAL COMPENSATION CONSULTANT. THE COMPENSATION COMMITTEE REVIEWS THIS DATA AND APPROVES THE RANGES TO BE USED BY THE CEO IN DETERMINING THEIR BASE PAY PLUS BONUS. THE MERIT PAY AND BONUS AWARD FOR THE OFFICERS AND KEY EMPLOYEES, IF ANY, ARE EFFECTIVE IN JANUARY OF EACH YEAR AFTER A PERFORMANCE AND GOALS REVIEW IS CONDUCTED. NOTES FROM THE ABOVE PROCESS ARE PRODUCED CONTEMPORANEOUSLY BY THE CHAIR OF THE COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 GOODWILL PROVIDES, UPON REQUEST, COPIES OF ITS ARTICLES OF INCORPORATION, BYLAWS, AND ITS CONFLICT OF INTEREST POLICIES. THE ORGANIZATION'S FINANCIAL STATEMENTS AND FORMS 990 ARE AVAILABLE ON ITS PUBLIC WEBSITE. FORM 990, PART XI, LINE 9: UNREALIZED GAIN ON INTEREST RATE SWAP 23,685. FORM 990, PART XII, LINE 2C: THE AUDIT OVERSIGHT PROCESS HAS REMAINED UNCHANGED FROM THE PREVIOUS YEAR. FORM 990, PART VII, SECTION A, LINE 1A: IN ADDITION TO ITS VOTING DIRECTORS, GOODWILL HAS TWO NON-VOTING EMERITUS BOARD MEMBERS: WILL A. COURTNEY AND EVELYNE VILLINES. THEY MAY BE CONTACTED IN CARE OF GOODWILL. 15810 INDIANOLA DRIVE LLC (SINGLE MEMBER LLC) 15810 INDIANOLA DRIVE ROCKVILLE MD 20855 530196517 HOLDING ENTITY FOR GII'S MEMBER SERVICES CENTER MD 276450 60935 GOODWILL MISSION AND JOB CREATION SERVICES INC (GMJCS) 15810 INDIANOLA DRIVE ROCKVILLE MD 20855 455221005 LOANS TO GW MEMBERS AT A LOWER COST TO CREATE JOBS AND PROMOTE MISSION DC 501(C)(3) 509(A)(2) GII 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 1 0 GMJCS Q 52928 LOAN SERVICING AGREEMENT