6" AUG Return of Private Foundation , , , , , , ,997.

Transcription

1 Return of Private Foundation OMB No Form PF or Section 4947 (ax1) Trust Treated as Private Foundation Department of the Treasury Do not enter Social Security numbers on this form as it may be made public. Internal Revenue Service Information about Form PF and its separate instructions is at www. irs. Ov/form990 f. en o u ^c ns ec ion For calendar year 2013 or tax year beginning, and ending Name of foundation A Employer identification number Z. SMITH REYNOLDS FOUNDATION, I Number and street ( o, 04box number if mail is not delivered to street address) 102 WEST THIRD STREET City or town, state or province, country, and ZIP or foreign postal code WINSTON-SALEM, NC G Check all that apply: [] Initial return 0 Initial return of a former public charity 0 Final return 0 Amended return = Address change Name change H Check type of organization: Section 501(c)(3) exempt private foundation Se ction 4947(a)(1) nonexempt charita ble trust = Other taxable p rivate foundation I Fair market value of all assets at end of year J Accounting method: Cash Accrual (from Part ll, col. (c), line 16) 0 Other (specify) $ (Part 1, column (d) must be on cash basis) Part I Analysis of Revenue and Expenses (a) Revenue and (b) Net investment N (The total of amounts in columns ( b), (c), and ( d) may not necessarily equal the amounts in column (a)) expenses p er books 1 Contributions, gifts, grants, etc., received Check if the foundation is notrequired to attach Sch B Interest on savings and temporary 3 cash investments 4 Dividends and interest from securities 5a Gross rents b Net rental income or (loss) 6a Net gain or (loss ) from safe of assets not on line 10 Gross sales price for all b assets on line ea 15, 105, Capital gain net income ( from Part IV, line 2) C 8 Net short - term capital gain 9 Income modifications Gross sales less returns 10a and allowances b Less Cost of goods sold c Gross profit or (loss) 11 Other income 12 Total. Add lines 1 throu g h 11 TVl 13 Compensation of officers, directors, trustees, etc C) 14 Other employee salaries and wages Pension plans, employee benefits y 16a Legal fees STMT 2 Q b Accounting fees STMT 3 W c Other professional fees a- 17 Interest 18 Taxes STMT 4 u) 19 Depreciation and depletion E 20 Occupancy a 21 Travel, conferences, and meetings c 22 Printing and publications 23 Other expenses STMT 5 24 Total operating and administrative CL expenses. Add lines 13 through Contributions, gifts, grants paid 26 Total expenses and disbursements. 27 Subtract line 26 from line 12: income Room/suite 3, , , , , , , , ,982. 5, , , Telephone number If exemption application is pending, check here 1. Foreign organizations, check here 2. Foreign organizations meeting the 85% test, check here and attach computation ^ If private foundation status was terminate d un d er sec t ion 507 ( b )( 1 )( A ), c h ec k h ere If the foundation is in a 60-month termination under section 507(b)(1)(B), check here ^ (c) Adjusted net income N/A ( d) Disbursements for charitable purposes (cash basis only) 6" AUG i n y STATEMENT , , , , 220, , , 934, ,998, ,932, 555. a Excess of revenue over expenses and disbursements 9 b Net investment income (it negative, enter -0-) C Adiusted net income (if negative, enter -o-) LHA For Paperwork Reduction Act Notice, see instructions. Form 990-PF (2013) a G

2 r..., nnn of inn,- 7 OA,tTMW ol'1rwttle T.'rTTlKm7 mtn*t T*Tn Co_9.rl I Q 1 AC. r, A ttached schedules and amounts in the description Beginning of year Endofyear Pa rt 11 Balance Sheets column should be for end-0t - year amounts only (a) Book Va lue (b) Book Value (c) Fair Market Value 1 Cash - non-interest-bearing Savings and temporary cash investments 558, , , Accounts receivable 4, 433. Less: allowance for doubtful accounts 9, , , Pledges receivable Less: allowance for doubtful accounts 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons 7 Other notes and loans receivable Less: allowance for doubtful accounts 8 Inventories for sale or use 9 Prepaid expenses and deferred charges a 10a Investments - U.S. and state government obligations b Investments - corporate stock STMT 7 3, 096, , 233, , 456. c Investments - corporate bonds STMT 8 12, 900, , 506, , 413, investments - land, buildings and equipment basis Less accumulated depreciation 12 Investments - mortgage loans 13 Investments - other 14 Land, buildings, and equipment: basis Less accumulated depreciation 15 Other assets (describe 16 Total assets (to be completed by all filers - see the instructions. Also, see pa ge 1, item 1 ) 16, 565, , 503, Accounts payable and accrued expenses 18 Grants payable w 19 Deferred revenue Y 20 Loans from officers, directors, trustees, and other disqualified persons m 21 Mortgages and other notes payable J 22 Other liabilities (describe 23 Total liabilities ( add lines 17 throw h 22 ) Foundations that follow SFAS 117, check here 0 and complete lines 24 through 26 and lines 30 and 31. N 24 Unrestricted m 25 Temporarily restricted m 26 Permanently restricted C Foundations that do not follow SFAS 117, check here Po. ETO LL and complete lines 27 through 31.,, 27 Capital stock, trust principal, or current funds Paid-in or capital surplus, or land, bldg., and equipment fund a 29 Retained earnings, accumulated income, endowment, or other funds 16, 565, , 503, 626. STATEMENT 6 Z 30 Total net assets or fund balances 16, 565, , 503, Total liabilities and net assets /fund balances 16, ; 6 5, , 503, 626. Part III Analysis of Changes in Net Assets or Fund Balances 1 Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) 2 Enter amount from Part I, line 27a 3 Other increases not included in line 2 (Itemize) 4 Add lines 1, 2, and 3 5 Decreases not included in line 2 (itemize) Part II. column 5 Form 990-PF (2013)

3 Form 990-PF (2013) Z. SMITH REYNOLDS FOUNDATION, INC Page 3 Part IV Capital Gains and Losses for Tax on Investment Income (a) List and describe the kind(s) of property sold (e.g., real estate, (b1 How acquired (c) Date acquired (d) Date Purchase sold 2-story brick warehouse; or common stock, 200 shs. MLC Co.) ) D Donation mo., day, yr.) (mo., day, yr.) la b C d e a b c SEE ATTACHED STATEMENT (e) Gross sales price (f) Depreciation allowed (or allowable) (g) Cost or other basis plus expense of sale (h) Gain or (loss) (e) plus (f) minus (g) d e a b c Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/6 9 (I) Gains (Col. (h) gain minus (j) Adjusted basis (k) Excess of col. (i) col. (k), but not less than -0 -) or (i) F.M.V. as of 12/31/69 Losses (from as of 12/31/69 over col. (1), if col. (h)) any d e 100, Capital gain net income or (net capital loss) If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line , Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column (c). If loss enter -0- in Part I line 8 3 N / A Part V Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.) If section 4940(d)(2) applies, leave this part blank. Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No If "Yes," the foundation does not qualify under section 4940( e). Do not complete this part. 1 Enter the appropriate amount in each column for each year; see the instructions before making any entries. Base periiod years Calendar year or tax y ear beginnin g in ) Adjusted quali fy (bdistributions ing Net value of noncha itable use assets Distributdion ratio (col. (b) divided by col. (c)) , 614, , 083, , 053, 3 6, Total of line 1, column (d) Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of yea rs the foundation has been in existence if less than 5 years Enter the net value of noncharitable-use assets for 2013 from Part X, line , Multiply line 4 by line , 914, Enter 1% of net investment income (1% of Part I, line 27b) 6 3, Add lines 5 and , 917, Enter qualifying distributions from Part XII, line , 932, 555. If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions Form 990-PF (2013)

4 o rm 990 -PF (2 013) U Pao e 4 Part VI Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or see instructions) la Exempt operating foundations described in section 4940(d)(2), check here LLI and enter 'N/A' on line 1. Date of ruling or determination letter : (attach copy of letter if necessary - see instructions) b Domestic foundatioris that meet the section 4940(e) requirements in Part V, check here and enter 1% 1 3, 193. of Part I, line 27b c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b). 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) Add lines 1 and 2 3 3, Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter , Credits/Payments: a 2013 estimated tax payments and 2012 overpayment credited to a 16, 787. b Exempt foreign organizations - tax withheld at source 6b c Tax paid with application for extension of time to file (Form 8868) 6c d Backup withholding erroneously withheld 6d 7 Total credits and payments. Add lines 6a through 6d 7 16, Enter any penalty for underpayment of estimated tax. Check here If Form 2220 is attached 8 9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed 9 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid 10 13, Enter the amount of line 10 to be: Credited to 2014 estimated tax 10, Refunded Part VII-A Statements Regarding Activities la During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in Yes No any political campaign? la X b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for the definition)? lb X If the answer is "Yes" to la or 1b, attach a detailed description of the activities and copies of any materials published or distributed by the foundation in connection with the activities c Did the foundation file Form POL for this year9 d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: (1) On the foundation. $ 0. (2) On foundation managers. $ 0. e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation managers. $ 0. 2 Has the foundation engaged in any activities that have not previously been reported to the IRS'? 2 X If "Yes," attach a detailed description of the activities. 3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments'? If "Yes, " attach a conformed copy of the changes 3 X 4a Did the foundation have unrelated business gross income of $1,000 or more during the years 4a X b If "Yes," has it filed a tax return on Form 990-T for this year? N/A 4b 5 Was there a liquidation, termination, dissolution, or substantial contraction during the years 5 X If "Yes," attach the statement required by General Instruction T. 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either: By language in the governing instrument, or By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? 6 X 7 Did the foundation have at least $5,000 in assets at any time during the year? If "Yes, " complete Part /l, col. (c), and Part XV 7 X 1c X 8a Enter the states to which the foundation reports or with which it is registered (see instructions) NC b If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction G? If "No," attach explanation 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3) or 4942(1)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)' If "Yes," complete Part XIV 0 Did any persons become substantial contributors durlnq the tax years If "Yes." attach a schedule listing their names and addresses Form 990-PF (2013)

5 Form 11 At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of section 512 ( b)(13)'? If `Yes,' attach schedule ( see instructions) 11 X 12 Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had advisory privileges? If 'Yes; attach statement (see instructions ) SEE STATEMENT 9 12 X 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? 13 X Website address WW. Z SR. ORG 14 The books are in care of BARBARA MABE Telephone no Locatedat 102 WEST THIRD ST STE 1110, WINSTON - SALEM, NC ZIP Section 4947( a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form Check here and enter the amount of tax-exempt interest received or accrued during the year 15 N/A 16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over a bank, YeS No securities, or other financial account in a foreign country? 16 X See the instructions for exceptions and filing requirements for Form TD F If'Yes," enter the name of the foreign count ry Part VII- B Statements Regarding Activities for Which Form 4720 May Be Required la File Form 4720 if any item is checked in the "Yes" column, unless an exception applies. Yes No During the year did the foundation (either directly or indirectly): (1) Engage in the sale or exchange, or leasing of property with a disqualified person' F-1 Yes No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? 0 Yes No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? 0 Yes No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? Yes 0 No (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person)? E] Yes No (6) Agree to pay money or property to a government official9 ( Exception. Check "No' if the foundation agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days.) 0 Yes No b If any answer is "Yes" to la(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations section ( d)-3 or in a current notice regarding disaster assistance ( see instructions)' Organizations relying on a current notice regarding disaster assistance check here c Did the foundation engage in a prior year in any of the acts described in la, other than excepted acts, that were not corrected before the first day of the tax year beginning in Taxes on failure to distribute income ( section 4942) (does not apply for years the foundation was a private operating foundation defined in section 4942 ( j)(3) or 4942 ( l)(5)): a At the end of tax year 2013, did the foundation have any undistributed income (lines 6d and 6e, Part XIII) for tax year ( s) beginning before 2013? F]Yes No If 'Yes,' list the years b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed income9 (If applying section 4942(a)(2) to all years listed, answer "No" and attach statement - see instructions.) N/A c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here. 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? 0 Yes No b If 'Yes; did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3) the lapse of the 10-, 15-, or 20-year first phase holding period' (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings in 2013) 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes9 b Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from jeopardy before the first day of the tax year begmmnq in 2013' N/A Form 990-PF (2013)

6 rorm"u-yr zu13 G. am1tn t tixnvulaij ruunwi'1'lun tlvl:. 7O-OUJO143 va e6 Part VII- B Statements Regarding Activities for Which Form 4720 May Be Required (continued) 5a During the year did the foundation pay or incur any amount to: (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))'? 0 Yes No (2) Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? [] Yes No (3) Provide a grant to an individual for travel, study, or other similar purposes? Yes 0 No (4) Provide a grant to an organization other than a charitable, etc., organization described in section 509(a)(1), (2), or (3), or section 4940(d)(2)7 Yes El No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals2 0 Yes No b If any answer is "Yes" to 5a(1)-(5), did any of the transactions fail to quality under the exceptions described in Regulations section or in a current notice regarding disaster assistance (see instructions)? 5b X Organizations relying on a current notice regarding disaster assistance check here c If the answer is 'Yes' to question 5a(4), does the foundation claim exemption from the tax because it maintained El expenditure responsibility for the grant? Yes 0 No If "Yes," attach the statement required by Regulations section (d). Si M}, 5kt * E 6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract2 0 Yes No b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 6b X If "Yes" to 6b, file Form a At any time during the tax year, was the foundation a party to a prohibited tax shelter transactions C] Yes No b If "Yes" did the foundation receive any p roceeds or have an net income attributable to the transaction? N / A 7b Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors I List all officers, directors, trustees, foundation managers and their comaensation. (a) Name and address (b) Title, and average hours per week devoted to position (c) Compensation ( If not paid, enter - 0 -) ( d) Contributions to empoyeebenefrtplans and deterred compensation (e) Ex p ense account,other allowances SEE STATEMENT , , compensation of five hiahest-paid emolovees (other than those included on line 11. If none. enter "NONE." (a) Name and address of each employee paid more than $50,000 (b) Title, and average hours per week devot ed to position (c) Com p ensation p (d^ Contributionsto empoyeebenetrtplans compensation (e) Expense account, other allowances JOY VERMILLION HEINSOHN WEST DIRECTOR FOR PROGRAMS - THIRD STREET, SUITE 1110, , , R.H. TRUAX WEST THIRD STREET PROGRAM OFFIC ER SUITE 1110, WINSTON-SALEM, NC , , JAMES GORE WEST THIRD STREET PROGRAM OFFIC ER SUITE 1110, WINSTON-SALEM, NC , , TRACEY DORSETT WEST THIRD PROGRAM OFFIC ER STREET, SUITE 1110, WINSTON-SALEM, , SHAHEEN SYAL WEST THIRD DIRECTOR OF C MMUNICA ONS STREET, SUITE 1110, WINSTON-SALEM, , Total number of other employees paid over $50,000 I 4 Form 990-PF (2013)

7 Form 990-PF 2013 Z. SMITH REYNOLDS FOUNDATION INC Pa e 7 Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued) 3 Five highest-paid independent contractors for professional services. If none, enter "NONE." (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation NEIMAND COLLABORATIVE VERMONT AVENUE STE 830, WASHINGTON, DC ONSULTANT BROOKS PIERCE MCLENDON HUMPHRYE AND LEONARD PO BOX 26032, GREENSBORO, NC L EGAL 93, 173. Total number of others receivin g over $50, 000 for p rofessional services 0 Part IX -A Summary of Direct Charitable Activities List the foundation's four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. 1SEE STATEMENT A Expenses Part IX-B I Summary of Proaram - Related Investments Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. 1 NONE 2 0. All other program-related investments. See instructions. 3 NONE 0. Total. Add lines 1 throug h 3 0. Form 990-PF (2013)

8 Form 990-PF 2013 Z. SMITH REYNOLDS FOUNDATION, INC Page 8 Part X Minimum Investme nt Return (All domestic foundations must complete this part Foreign foundations, see instructions) 1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc., purposes: a Average monthly fair'market value of securities la 9, 383, 306. b Average of monthly cash balances lb 146, 729. c Fair market value of all other assets 1c 0. d Total (add lines 1a, b, and c) td 9 530, 035. e Reduction claimed for blockage or other factors reported on lines la and tc (attach detailed explanation) le 0. 2 Acquisition indebtedness applicable to line 1 assets Subtract line 2 from line 1 d 3 9, 530, Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see instructions) 4 142, Net value of noncharitable - use assets. Subtract line 4 from line 3. Enter here and on Part V, line , Minimum investment return. Enter 5% of line , 354. Part XI Distributable (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here po. 0 and do not co mplete this part.) 1 Minimum investment return from Part X, line 6 469,354. 2a b c Tax on investment income for 2013 from Part VI, line 5 Income tax for (This does not include the tax from Part VI.) Add lines 2a and 2b Distributable amount before adjustments. Subtract line 2c from line 1 Recoveries of amounts treated as qualifying distributions Add lines 3 and 4 Deduction from distributable amount (see instructions) 3, , , , Distributable amount as ad j usted. Subtract line 6 from line 5. Enter here and on Part XIII, line , 380. Part XII Q ualifying Distributions (see instructions) 1 s paid (including administrative expenses) to accomplish charitable, etc., purposes: a Expenses, contributions, gifts, etc. - total from Part I, column (d), line 26 1a 17, 932, 555. b Program-related investments - total from Part IX-B 1b 0. 2 s paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes 2 3 s set aside for specific charitable projects that satisfy the: a Suitability test (prior IRS approval required) 3a b Cash distribution test (attach the required schedule) 3b 4 Qualifying distributions. Add lines la through 3b. Enter here and on Part V, line 8, and Part XIII, line , 932, Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income. Enter 1% of Part I, line 27b 5 3, Adjusted qualifying distributions. Subtract line 5 from line , 929, 362. Note. The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifie s for the section 4940(e) reduction of tax in those years. Form 990-PF (2013)

9 Form 990-PF (2013) Page 9 Part XIII Undistributed Income (see instructions) (a) (b) (c) (d) Corpus Years prior to Distributable amount for 2013 from Part XI, line Undistributed income, if any, as of the end of 2013 a Enter amount for 2012 only 0. b Total for prior years: 0. 3 Excess distributions ca rryover, if any, to 2013: a From 2008 b From 2009 c From 2010 d From 2011 e From 2012 f Total of lines 3a throug h e 0. 4 Qualifying distributions for 2013 from Part Xl1,line a Applied to 2012, but not more than line 2a 0. b Applied to undistributed income of prior years (Election required - see instructions) 0. c Treated as distributions out of corpus (Election required - see instructions) * * 17, 339, 175. d Applied to 2013 distributable amount 593, 380. e Remaining amount distributed out of corpus 0. 5 Excess distributions carryover applied to (if an amount appears in column (d), the same amount must be shown in column (a) ) 6 Enter the net total of each column as indicated below: a Corpus Add lines 3f, 40, and 4e Subtract line 5 17, 339, 175. b Prior years' undistributed income. Subtract line 4b from line 2b 0. c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed 0. d Subtract line 6c from line 6b. Taxable amount - see instructions 0. e Undistributed income for Subtract line 4a from line 2a. Taxable amount - see instr. 0 f Undistributed income for Subtract lines 4d and 5 from line 1. This amount must be distributed in s treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) 17, 339, Excess distributions carryover from 2008 not applied on line 5 or line Excess distributions carryover to 2014 Subtract lines 7 and 8 from line 6a Analysis of line 9: a Excess from 2009 b Excess from 2010 c Excess from 2011 d Excess from 2012 e Excess from * * SEE STATEMENT 11 Form 990-PF (2013)

10 Form 990-PF 2013 Z. SMITH REYNOLDS FOUNDATION, INC Page 10 Part XIV Private Operating Foundations (see instructions and Part Vll A, question 9) N/A a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2013, enter the date of the ruling l b Check box to indicate whether the foundation is a private ooeratmo foundation described in section 2 a Enter the lesser of the adjusted net Tax year Prior 3 yea income from Part I or the minimum (a) 2013 (b) 2012 (c) 2011 investment return from Part X for each year listed b 85% of line 2a c Qualifying distributions from Part XII, line 4 for each year listed d s included in line 2c not used directly for active conduct of exempt activities e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c Complete 3a, b, or c for the alternative test relied upon: a 'Assets" alternative test - enter: (1) Value of all assets (2) Value of assets qualifying under section 4942(j)(3)(B)(i) b 'Endowment' alternative test - enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed c "Support" alternative test - enter: (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii) (3) Largest amount of support from an exempt organization (d) 2010 ( 4 ) Gross investment income Part XV Supplementary Information (Complete this part only if the foundation had $5, 000 or more in assets at any time during the year-see instructions.) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).) NONE b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest. 494 Total 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here 0 if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number or address of the person to whom applications should be addressed: SEE STATEMENT 12 b The form in which applications should be submitted and information and materials they should include: c Any submission deadlines: d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors: Form 990-PF (2013)

11 3 Grants and Contributions Paid During the Year or ADDroved for Future Payment Recipient If recipient is an individual, show any relationship to Foundation Purpose of grant or Name and address (home or business) any foundation manager status of contribution or substantial contributor recipient a Paid during the year GRANTS PAID SEE STATEMENT B , b Total 3a Approved for future payment FUTURE PAYMENTS SEE STATEMENT C , Total 3b , Form 990-PF (2013)

12 Form 990-PF (2013) Page 12 Part XVI -A Enter 1 Pr ogram service revenue: a b C d e f Analysis of Income-Producing Activities 9 Fees and contracts from government agencies 2 Membership dues and assessments 3 Int Brest on savings and temporary cash myestments 14 3, Dividends and interest from securities , Net rental income or (loss) from real estate: a Debt-financed property b Not debt-financed property 6 Net rental income or (loss) from personal pro perty 7 0th er investment income 14 3, Gain or (loss) from sales of assets other tha n inventory , Net income or (loss) from special events 10 Gr o ss profit or (loss) from sales of inventory 11 0th er revenue: a b e d e 12 Sub Iross amounts unless otherwise indicated Unrelate d business income Exclu. ded b y section 512, 513, or 514 (e) (a) (b) Exc^ _ (d) Business code code 5' " total. Add columns (b), (d), and (e) , Related or exempt function income 13 Total Add line 12, columns (b), (d), and (e) ,226. (See worksheet in line 13 instructions to verify calculations.) Part XVI- B Relationship of Activities to the Accomplishment of Exempt Purposes jp 3 Form 990-PF (2013)

13 Form 990-PF 2013 Z. SMITH REYNOLDS FOUNDATION, INC Pa a 13 Part XVII Information Regarding Transfers To and Transactions and Relationships With Noncharitable a b Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of Yes No the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? Transfers from the reporting foundation to a noncharitable exempt organization of. (1) Cash la ( l ) X (2) Other assets la ( 2 ) X Other transactions: (1) Sales of assets to a nonchantable exempt organization 1b 1 X (2) Purchases of assets from a noncharitable exempt organization lb ( 2 ) X (3) Rental of facilities, equipment, or other assets lb ( 3 ) X (4) Reimbursement arrangements lb ( 4 ) X (5) Loans or loan guarantees lb ( 5 ) X (6) Performance of services or membership or fundraising solicitations lb ( 6 ) X c Sharing of facilities, equipment, mailing lists, other assets, or paid employees 1c X d If the answer to any of the above is "Yes,' complete the following schedule. Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value in any transaction or sharing arrangement, show in 2a Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described h in section 501 ( c) of the Code ( other than section 501(c)(3 )) or in section Yes No If 'Yes! comolete the followma schedule. (a) Name of organization (b) Type of organization (c) Description of relationship N / A Sign Here Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge Signature of officer or trustee Date Print/Type preparer's name Preparer's signature May the IRS discuss this return with the preparer shown below (see instr )7 Paid GARRICK L. MARTIN rreparer I Firm's name MCGLADREY LLP Use Only Firm's address N ELM ST, STE

14 Schedule B (Form 990, 990-EZ, or 990-PF) Department of the Treasury Internal Revenue Service Name of the organization Schedule of Contributors Attach to Form 990, Form 990-EZ, or Form 990-PF. Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at OMB No Employer identification number Organization type (check one) Filers of: Section: Form 990 or 990-EZ = 501(c)( ) (enter number) organization Q 4947(a)(1) nonexempt charitable trust not treated as a private foundation political organization Form 990-PF 501(c)(3) exempt private foundation = 4947(a)(1) nonexempt charitable trust treated as a private foundation 0 501( c)(3) taxable private foundation Check if your organization is covered by the General Rule or a Special Rule. Note. Only a section 501 (c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule See Instructions. General Rule For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or property) from any one contributor. Complete Parts I and II Special Rules 0 For a section 501 (c )(3) organization filing Form 990 or 990-EZ that met the 33 1/3% support test of the regulations under sections 509(a )( 1) and 170(b)(1 )(A)(vi) and received from any one contributor, during the year, a contribution of the greater of (1) $5,000 or (2) 2% of the amount on (t) Form 990, Part VIII, line 1 h, or ( II) Form EZ, line 1. Complete Parts I and II. 0 For a section 501(c )(7), (8), or (10) organization filing Form 990 or EZ that received from any one contributor, during the year, total contributions of more than $1,000 for use exclusively for religious, charitable, scientific, literary, or educational purposes, or the prevention of cruelty to children or animals Complete Parts I, II, and III. For a section 501 (c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor, during the year, contributions for use exclusively for religious, charitable, etc, purposes, but these contributions did not total to more than $1,000 If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, chantable, etc, purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc, contributions of $5,000 or more during the year 0. $ Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990, 990-EZ, or 990-PF), but it must answer "No" on Part IV, line 2, of its Form 990, or check the box on line H of Its Form 990-EZ or on its Form 990-PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF) LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990, 990-EZ, or PF. Schedule B (Form 990, EZ, or PF) (2013)

15 Schedule B (Form 990, 990-EZ, or 990-PF) (2013) Name of organization Employer identification number F Part I Contributors (see instructions) Use duplicate copies of Part I if additional space is needed. (a) No. (b) Name, address, and ZIP + 4 (c) Total contributions (d) Type of contribution 1 W. N. REYNOLDS TRUST Person Ef] Payroll ONE WEST FOURTH ST 2ND FLOOR $ 9,653,297. Noncash 0 WINSTON-SALEM, NC (Complete Part II for noncash contributions ) (a) No. (b) Name, address, and ZIP + 4 (c) Total contributions (d) Type of contribution 2 Z. SMITH REYNOLDS TRUST Person ERI Payroll 0 P.O. BOX 2257 $ 8,701,060. Noncash 0 BALTIMORE, MD (Complete Part II for noncash contributions) (a) No. (b) Name, address, and ZIP + 4 (c) Total contributions (d) Type of contribution 3 W.N. REYNOLDS CEMETERY TRUST Person Ef] Payroll 0 ONE WEST FOURTH ST 2ND FLOOR $ 74,886. Noncash 0 WINSTON-SALEM, NC (Complete Part II for noncash contributions.) (a) No. (b) Name, address, and ZIP + 4 (c) Total contributions (d) Type of contribution $ Person El Payroll Noncash 0 (Complete Part II for noncash contributions ) (a) No. (b) Name, address, and ZIP + 4 (c) Total contributions (d) Type of contribution $ Person 0 Payroll Noncash (Complete Part II for noncash contributions ) (a) No. (b) Name, address, and ZIP + 4 (c) Total contributions (d) Type of contribution Person 0 Payroll El $ Noncash El (Complete Part II for noncash contributions.) Schedule B (Form 990, EZ, or 990-PF) (2013)

16 Schedule B (Form 990, 990-EZ, or 990-PF) (2013) Name of organization F Employer identification number Part It Noncash Property (see instructions) Use duplicate copies of Part II if additional space is needed. ( a) (c) from Part I Description of noncash property given FMV (or estimate) (see instructions) Date received (a) (c) from Part I Description of noncash property given FMV (or estimate ) (see instructions) Date received (a) No. from Part I Description of noncash property given (c) FMV (or estimate) (see instructions) Date received (a) No. from Part I (b) Description of noncash property given (c) FMV (or estimate) (see instructions) (d) Date received (a) No. from Part I Description of noncash property given (c) FMV (or estimate) (see instructions) Date received (a) from Part I Description of noncash property given (c) FMV (or estimate) (see instructions) Date received Schedule B (Form EZ. or 990-PF)

17 Schedule B (Form 990, 990-EZ, or Name of organization Employer identification number Part III Exclusively religious, charitable, etc., individual contributions to section 501 (c)(7), (8), or ( 10) organizations that total more than $1,000 for the year. Complete columns (a) through ( e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter thisinformahon once) $ Use duplicate conies of Part III if additional soace is needed (a) No. from Part I (b) Purpose of gift (c) Use of gift (d) Description of how gift is held (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationshi p of transferor to transferee (a) No. from Part I (b) Purpose of gift (c) Use of ft 9i (d) Description of how gift is held (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationshi p of transferor to transferee (a) No. from Part I (b) Purpose of gift (c) Use of gift (d) Description of how gift is held (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationshi p of transferor to transferee (a) No. from Part I (b) Purpose of gift (c) Use of gift (d) Description of how gift is held (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationshi p of transferor to transferee Schedule B (Form 990, 990-EZ, or 990 -PF) (2013)

18 FORM 990-PF OTHER INCOME STATEMENT 1 (A) (B) (C) REVENUE NET INVEST- ADJUSTED DESCRIPTION PER BOOKS MENT INCOME NET INCOME MISCELLANEOUS 3,720. 3,720. TOTAL TO FORM 990-PF, PART I, LINE 11 3,720. 3,720. FORM 990-PF LEGAL FEES STATEMENT 2 (A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES LEGAL FEES 97, ,274. TO FM 990-PF, PG 1, LN 16A 97, ,274. FORM 990-PF ACCOUNTING FEES STATEMENT 3 (A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE DESCRIPTION PER BOOKS MENT INCOME NET INCOME PURPOSES AUDITING FEES 27, ,400. ACCOUNTING FEES TO FORM 990-PF, PG 1, LN 16B 28, ,185. FORM 990-PF TAXES STATEMENT 4 DESCRIPTION (A) (B) EXPENSES NET INVEST- PER BOOKS MENT INCOME (C) ADJUSTED NET INCOME (D) CHARITABLE PURPOSES OTHER TAXES FEDERAL EXCISE TAX 83, , , TO FORM 990-PF, PG 1, LN 18 88, ,500. STATEMENT(S) 1, 2, 3, 4

19 FORM 990-PF OTHER EXPENSES STATEMENT 5 DESCRIPTION CONSULTANT FEES AND EXPENSES COPYING DUES TECHNOLOGY COSTS OFFICE AND AUTO INSURANCE FELLOW/INTERN EXPENSE MAINTENANCE - MACHINES & BLDG MISCELLANEOUS POSTAGE OFFICE SUPPLIES TELEPHONE OTHER DIRECT CHARITABLE ACTIVITIES CONTRACTED SERVICES COMMUNITY ECONOMIC STRATEGY SABBATICAL PROGRAM EDUCATION: PUBLIC WILL BUILDING IMMIGRATION SUPERINTENDENT LEADERSHIP NONPROFIT INTERNSHIP INVESTMENT FEES COMMUNICATIONS COMMUNITY LEADERSHIP COUNCIL DEMOCRACY STRATEGY & ASSESSMENT EDUCATION: MESSAGE FRAMEWORK ENVIRONMENTAL INITIATIVES RACIAL EQUITY INITIATIVE 75TH ANNIVERSARY PROGRAM TO FORM 990-PF, PG 1, LN 23 (A) (B) (C) (D) EXPENSES NET INVEST- ADJUSTED CHARITABLE PER BOOKS MENT INCOME NET INCOME PURPOSES 11, , , , , , , , , ,853. 2, , , ,597. 9, ,731. 2, , , , , , , ,833. 3, , , , , ,290. 3, , ,612. 8, , , , , , , ,612. 8, , , , ,597. 1, , , , , , , , ,700. STATEMENT(S) 5

20 FORM 990-PF OTHER FUNDS STATEMENT 6 (A) (B) BEGINNING OF END OF DESCRIPTION YEAR YEAR UNDISTRIBUTED INCOME 16,565, ,503,626. TOTAL TO FORM 990-PF, PART II, LINE 29 16,565, ,503,626. FORM 990-PF CORPORATE STOCK STATEMENT 7 FAIR MARKET DESCRIPTION BOOK VALUE VALUE VANGUARD STOCK FUNDS 3,233,030. 3,430,456. TOTAL TO FORM 990-PF, PART II, LINE 10B 3,233,030. 3,430,456. FORM 990-PF CORPORATE BONDS STATEMENT 8 FAIR MARKET DESCRIPTION BOOK VALUE VALUE VANGUARD BOND FUNDS 13,506, ,413,562. TOTAL TO FORM 990-PF, PART II, LINE 10C 13,506, ,413,562. FORM 990-PF EXPLANATION CONCERNING PART VII-A, LINE 12 STATEMENT 9 EXPLANATION SEE STATEMENT F STATEMENT(S) 6, 7, 8, 9

21 FORM 990-PF PART VIII - LIST OF OFFICERS, DIRECTORS TRUSTEES AND FOUNDATION MANAGERS STATEMENT 10 EMPLOYEE TITLE AND COMPEN- BEN PLAN EXPENSE NAME AND ADDRESS AVRG HRS/WK SATION CONTRIB ACCOUNT LESLIE J. WINNER EXEC DIRECTOR, SECRETARY 102 WEST THIRD STREET, SUITE , , WINSTON-SALEM, NC PATRICIA B WILLIAMSON ASSISTANT SECRETARY 102 WEST THIRD STREET, SUITE , , WINSTON-SALEM, NC TERRY LOCKAMY ASSISTANT TREASURER 102 WEST THIRD STREET, SUITE , , WINSTON-SALEM, NC NANCY R BAGLEY VICE PRESIDENT 102 WEST THIRD STREET, SUITE , WINSTON-SALEM, NC PIPER NEAL BEVERIDGE BOARD OF TRUSTEES 102 WEST THIRD STREET, SUITE , WINSTON-SALEM, NC ANITA BROWN-GRAHAM BOARD OF TRUSTEES 102 WEST THIRD STREET, SUITE , WINSTON-SALEM, NC DANIEL CLODFELTER BOARD OF TRUSTEES 102 WEST THIRD STREET, SUITE WINSTON-SALEM, NC ILANA DUBESTER BOARD OF TRUSTEES 102 WEST THIRD STREET, SUITE , WINSTON-SALEM, NC JOHN 0 MCNAIRY BOARD OF TRUSTEES 102 WEST THIRD STREET, SUITE , WINSTON-SALEM, NC KATHARINE B MOUNTCASTLE BOARD OF TRUSTEES 102 WEST THIRD STREET, SUITE WINSTON-SALEM, NC MARY B MOUNTCASTLE BOARD OF TRUSTEES 102 WEST THIRD STREET, SUITE , WINSTON-SALEM, NC STATEMENT(S) 10

22 DAVID NEAL PRESIDENT 102 WEST THIRD STREET, SUITE , WINSTON-SALEM, NC STEPHEN L NEAL BOARD OF TRUSTEES 102 WEST THIRD STREET, SUITE , WINSTON-SALEM, NC JANE S PATTERSON BOARD OF TRUSTEES 102 WEST THIRD STREET, SUITE , WINSTON-SALEM, NC W. NOAH REYNOLDS BOARD OF TRUSTEES 102 WEST THIRD STREET, SUITE , WINSTON-SALEM, NC VIRGIL SMITH BOARD OF TRUSTEES 102 WEST THIRD STREET, SUITE , WINSTON-SALEM, NC LLOYD P TATE JR BOARD OF TRUSTEES 102 WEST THIRD STREET, SUITE , WINSTON-SALEM, NC TOTALS INCLUDED ON 990-PF, PAGE 6, PART VIII 467, , STATEMENT(S) 10

23 FORM 990-PF ELECTION UNDER REGULATIONS SECTION STATEMENT (A)-3(D)(2) TO TREAT EXCESS QUALIFYING DISTRIBUTIONS AS DISTRIBUTIONS OUT OF CORPUS FOUNDATION TRUSTEES HEREBY ELECT UNDER IRC REG (A)-3(D)2 TO TREAT $17,339,175 OF GRANTS MADE IN 2013 AS A DISTRIBUTION FROM CORPUS. STATEMENT(S) 11

24 FORM 990-PF GRANT APPLICATION SUBMISSION INFORMATION STATEMENT 12 PART XV, LINES 2A THROUGH 2D NAME AND ADDRESS OF PERSON TO WHOM APPLICATIONS SHOULD BE SUBMITTED SEE FOUNDATION WEBSITE: TELEPHONE NUMBER FORM AND CONTENT OF APPLICATIONS THE FOUNDATION DOES NOT ACCEPT PAPER GRANT APPLICATIONS. ALL INFORMATION REGARDING WHOM APPLICATIONS SHOULD BE DIRECTED, THE FORMAT OF THE APPLICATIONS AND ANY ADDITIONAL INFORMATION REQUIRED AS WELL AS SUBMISSION DEADLINES CAN BE FOUND AT THE FOUNDATION'S WEBSITE ANY SUBMISSION DEADLINES SUBMISSION DEADLINES CAN BE FOUND AT THE FOUNDATION'S WEBSITE RESTRICTIONS AND LIMITATIONS ON AWARDS INFORMATION CAN BE FOUND AT THE FOUNDATION'S WEBSITE STATEMENT(S) 12

25 Z. SMITH REYNOLDS FOUNDATION 990-PF YEAR ENDED DECEMBER 31, 2013 PART IX=A - SUMMARY OF DIRECT CHARITABLE ACTIVITIES: (1) $172,290 for the SABBATICAL PROGRAM - In 1990, with prior approval from the IRS, the Foundation established a sabbatical program for individuals in paid full - time leadership positions who have served their North Carolina nonprofit organization for at least three years. The sabbaticals were established to provide an incentive to leaders of charitable organizations to continue their charitable work, and to improve and enhance their leadership capacity, skills, and talents. Each recipient is awarded $25,000. (2) $8,680 for the NONPROFIT INTERNSHIP PROGRAM - In 2010, the Foundation established an internship program. Through this program, 20 low income college students are matched with 20 current or former Z. Smith Reynolds Foundation, Inc. grantees for a full-time summer internship lasting at least 8 weeks. These costs represent expenses associated with administering the program. (3) $333,841 for SPECIAL PROJECTS, OPPORTUNITIES, CONFERENCES AND MEETINGS: (A) $187,597 for dissemination of an effective message framework that is used by its grantees and other supporters to communicate the value of maintaining and strengthening North Carolina's public education system, which is dedicated to serving all students well. (B) (C) $41,594 for convening a diverse group of leaders that contributes to ZSR' s understanding of issues and opportunities facing communities of North Carolina. $30,612 for support of a convening of school superintendents and school district communication officers. The primary objective of this meeting is to develop leadership capacity of current and future school administrators. (D) $22,759 for development of strategy and goals for the community economic development area. Also, funds were used to facilitate meeting with stakeholders to understand the economic impact and collaborative challenges/opportunities across the state. In addition to these efforts, funds were used to commission research about the state of the manufacturing sector and the inclusion of women/communities of color. (E) (F) $18,791 for community dialogue in celebration of the 75`h year of Z Smith Reynolds Foundation, and those who have done the work of the Foundation across the state. This spending also includes expenses associated with research, editing, and writing a book that commemorates the last 25 years of the history of the Foundation. $14,258 for consulting services and planning process to engage Latino immigrant organizations in a discussion of how to better coordinate their work to lead to more effective local and statewide efforts around leadership development and communications. This spending supported planning and consultation costs. STATEMENT A Page 1 OF 2

26 Z. SMITH REYNOLDS FOUNDATION 990-PF YEAR ENDED DECEMBER 31, 2013 (G) $13,175 for consulting services and evaluation to move from racial representation to true inclusion in non-profit decision making and increasing grantees' capacity to address racial equity in their race specific and race neutral activities. This spending evaluated the results of technical assistance grants to organizations to go deeper in their racial equity work. (H) $3,207 for support of building the public will to invest in support and sustaining the State's public systems of education (early childhood, K-12, community colleges, and universities). (I) (J) $1,568 to convene environmental stakeholders to discuss the role of natural gas in electricity generation and its impact on consumers and North Carolina's natural resources. $280 for miscellaneous expenses associated with democracy strategy and assessment. STATEMENTA PAGE 2 OF2

27 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Action for Community in Raleigh 804 Old Fayetteville Street Durham, NC $20,000 Action for Community in Raleigh 804 Old Fayetteville Street Durham, NC $3,000 Action Institute NC 5500 Executive Center Dr, Suite 234 Charlotte, NC $70,000 Adolescent Pregnancy Prevention Campaign of NC 3708 Mayfair St., Suite 310 Durham, NC $75,000 Alliance for Climate Education, Inc th Street, Suite 450 Oakland, CA For its ACE Climate Literacy and Action Program project. $30,000 Alliance of North Carolina Black Elected Officials P.O. Box Raleigh, NC $5,000 American Civil Liberties Union of NC Legal Foundation P. O. Box Raleigh, NC Racial Justice Project. '$60,000 American Rivers 331 W. Main Street, Suite 302 Durham, NC of the North Carolina office. $35,000 Appalachian Institute for Renewable Energy 164 South Depot St. Boone, NC $40,000 Appalachian Voices 812 East High Street Charlottesville, VA $35,000 Asheville City Schools Foundation PO Box 3196 Asheville, NC $25,000 Page 1 of 22 STATEMENT B

28 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Beloved Community Center of Greensboro, Inc. P. O. Box 875 Greensboro, NC $35,000 Blue Ridge Environmental Defense League PO Box 88 Glendale Springs, NC $60,000 Blueprint NC 2912 Highwoods Blvd. Suite 202 Raleigh, NC $400,000 Brunswick Housing Opportunities P. O Box 351 Bolivia, NC $35,000 Caldwell County Green Commission PO Box 2977, 815 Virginia Street Lenoir, NC $17,000 Campaign for Migrant Worker Justice 1221 Broadway St. Toledo, OH $35,000 Campaign for Southern Equality P.O. Box 364 Asheville, NC $20,000 Campaign for Southern Equality P.O Box 364 Asheville, NC $5,000 Carolina Justice Policy Center P. O. Box 309 Durham, NC Nonprofit Internship Program Host. $1,600 Carolina Justice Policy Center P. O. Box 309 Durham, NC $50,000 Catawba County Hispanic Ministry P. O. Box 104 Hickory, NC $30,000 Catawba Riverkeeper Foundation, Inc 421 Minuet Lane, Suite 205 Charlotte, NC For its Safe Urban Waters project. $10,000 Page 2 of 22 STATEMENT B

29 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Center for Death Penalty Litigation, Inc. 201 W Main Street, Suite 301 Durham, NC Public Education and Information Project $32,500 Center for Economic Empowerment & Dev. 230 Hay Street Fayetteville, NC CEED Microenterprise Development Program. $25,000 Center for Participatory Change, Inc. 34 Wall Street, Suite 601 Asheville, NC $75,000 Center for Public Interest Research 44 Winter Street, 4th Fl. Boston, MA For its Black in NC: A network of thousands of African Americans to connect and engage project. $35,000 Center for Responsible Lending 302 W. Main Street Durham, NC Responsible Lending in North Carolina. $105,000 Center for Responsible Lending 302 W. Main Street Durham, NC For the Advocacy and Outreach on Predatory Lending Reforms in North Carolina Project. $10,000 Center for Teaching Quality 605 West Main Street Suite 207 Carrboro, NC For its Implementing Common Core Standards in NC project. $75,000 Central Park NC PO Box 159 Star, NC $65,000 Centro Unido Latino-Americano, Inc. 70 North Main Street Suite 3 Marion, NC $15,000 Chatham Community Development Corporation PO Box 1726 Pittsboro, NC For its Connecting Minorities in Chatham County with Opportunities for Income and Assets project $25,000 Cherokee County Schools 911 Andrews Road Murphy, NC Cherokee County Schools' Leadership Academy. $75,000 Page 3 of 22 STATEMENT B

30 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Child Care Services Association P. O. Box 901 Chapel Hill, NC Virtual Early Childhood Depository System $35,000 Children First Communities in Schools of Buncombe County, Inc. 50 S. French Broad Ave., Suite 246 Asheville, NC The Success Equation - A Poverty Reduction Initiative Project $30,000 City of Wilson P. O. Box 10 Wilson, NC Vollis Simpson Wh i rligig Park Project $25,000 Clean Air Carolina PO Box Charlotte, NC Clean Air Carolina Joint Venture Project $34,500 Clean Energy Durham P. O. Box 2223 Durham, NC $25,000 Clean Water for NC 29 1/2 Page Ave. Asheville, NC $10,000 Coalicion de Organizaciones Latino-Americanas 34 Wall St., Suite 402 Asheville, NC To support the collaborative of the Western Workers' Center, Latino Advocacy Coalition of Henderson County, and Coalicion de Organizaciones Latino-Americanas Project. $80,000 Coalic16n Latmoamericana 4938 Central Ave Suite 101 Charlotte, NC $25,000 Coalicion Latinoamericana 4938 Central Ave. Suite 101 Charlotte, NC $50,000 Common Cause Education Fund th Street NW Suite 900 Washington, DC Common Counsel Foundation th Street, Suite 809 Oakland, CA General operating support for its North Carolina office. $75,000 For its Windcall Institute : Building Resilient Social Justice Organizers and Groups in NC project. $20,000 Page 4 of 22 STATEMENT B

31 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Communities in Schools of NC 222 N. Person Street Raleigh, NC To CIS Cohort Capacity Building. $20,000 Concerned Citizens of Tillery PO Box 61 Tillery, NC $25,000 Conservation Fund P. O. Box 271 Chapel Hill, NC $260,000 Conservation Trust for NC 1028 Washington Street Raleigh, NC $60,000 Conservation Trust for NC 1028 Washington Street Raleigh, NC $15,000 Conservation Trust for NC 1028 Washington Street Raleigh, NC NC Land Trusts. Innovating for Success. $160,000 Core Sound Waterfowl Museum PO Box 556 Harkers Island, NC For the Saltwater Connections: A Regional Asset- Based Economic Development Initiative project. $40,000 Core Sound Waterfowl Museum PO Box 556 Harkers Island, NC Nonprofit Internship Program Host. $1,600 Corporation for Enterprise Development 307 W. Main Street; Suite 107 Durham, NC Nonprofit Internship Program Host. $1,600 Corporation for Enterprise Development 307 W. Main Street; Suite 107 Durham, NC Municipal Economic Opportunity Project $25,000 Crisis Assistance Ministry 500-A Spratt Street Charlotte, NC Nonprofit Internship Program Host. $1,600 Dan River Basin Association 413 Church Street Eden, NC $10,000 Page 5 of 22 STATEMENT B

32 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Dan River Basin Association 413 Church Street Eden, NC $10,000 Dan River Basin Association 413 Church Street Eden, NC $10,000 Democracy NC 1821 Green Street Durham, NC $50,000 Democracy NC 1821 Green Street Durham, NC $350,000 Dogwood Alliance, Inc. P. O. Box 7645 Asheville, NC Bioenergy Campaign Project $20,000 Duke University Duke University Box Durham, NC Nicholas Institute for the Environmment: NC Energy Environment Workshop Series Exploring Air/Energy Coordination Project $16,135 Durham Congregations in Action 504 W Chapel Hill St Durham, NC East Durham Circles Initiative Project $15,000 East Carolina University Office of Sponsored Programs, 2200 S Blvd. Suite 2906, Mailstop 165 Greenville, NC Charles For its Helping First-Year Elementary Teachers Achieve Teaching Excellence in Mathematics project. $34,934 East Carolina University Office of Sponsored Programs, 2200 S. Charles Blvd. Suite 2906, Mailstop 165 Greenville, NC For its Restarting the Dialogue: Understanding Perceptions of Environmental Change Among Residents of Outer and Inner Banks project $33,500 East Coast Greenway Alliance 5315 Highgate Drive, Suite 105 Durham, NC Climate Stewardship through Active Transportation Project $20,000 El Centro Hispano, Inc. 600 East Main Street Durham, NC $45,000 Page 6 of 22 STATEMENT B

33 GRANTS PAID Grantee Name and Address Foundation Status Description Paid El Pueblo, Inc. P O. Box Raleigh, NC $50,000 Employee/Trustee Matching Gifts North Carolina Staff and Trustee Charitable Contributions in NC $16,285 Environmental and Conservation Organization of Western NC, Inc. 611 N. Church St., Suite 101 Hendersonville, NC $15,000 Environmental Defense Fund, Inc. 257 Park Avenue South, 16th floor New York, NY $185,000 Envision Charlotte 320 E. 9th Street, Suite A Charlotte, NC $20,000 Equality NC Foundation P. O. Box Raleigh, NC $40,000 Faith in Action Inc. 705 N. Greene Street Greensboro, NC $20,000 Families First, Inc. P. O. Box 1776 Whiteville, NC For its Safe Dates project. $30,000 Family Violence Prevention Center, Inc. d/b/a Interact 1012 Oberlin Rd., Ste. 100 Raleigh, NC For its Expanding Regional Capacity Among Domestic Violence and Sexual Assault programs in the Eastern Central Region project. $50,000 Forest Guild 2019 Galisteo Street, Suite N-7 Santa Fe, NM For its Sustainable Wood Procurement Biomass project. $10,000 Graham Revitalization Economic Action Team P. 0 Box 1223 Robbinsville, NC $30,000 Grameen America, Inc Broadway, 10th Floor New York, NY Grameen America Microfinance Program, NC. $225,000 Page 7 of 22 STATEMENT B

34 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Green Opportunities, Inc. PO Box 7235 Asheville, NC $40,000 GreenFaith 101 South Third Ave, #12 Highland Park, NJ The Good Steward Campaign Project in North Carolina. $15,000 Guilford Child Development 1200 Arlington Street Greensboro, NC Early Learning - Closing the Gap Between What We Know and What We Do Project $60,000 Haw River Assembly, Inc. P. O. Box 187 Bynum, NC $20,000 Hiawassee River Watershed Coalition, Inc. P. O. Box 889 Murphy, NC $15,000 Hispanic Liaison of Chatham County 105 E. Second Street Siler City, NC $30,000 Hispanics In Philanthropy th Street, Suite 200 Oakland, CA For its Triangle Latino Student Success project $25,000 Hispanics In Philanthropy th Street, Suite 200 Oakland, CA Nonprofit Internship Program Host. $1,600 Housing for New Hope, Inc. 18 West Colony Place, Suite 250 Durham, NC For the Sustainable Affordable Housing Development Program $5,000 IDA and Asset Building Collaborative of NC, Inc. P. O. Box Raleigh, NC $50,000 IDA and Asset Building Collaborative of NC, Inc. P. O. Box Raleigh, NC Nonprofit Internship Program Host $1,600 Page 8 of 22 STATEMENT B

35 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Institute for Southern Studies PO Box 531 Durham, NC For its Carolina Public Press project. $17,500 Institute for Southern Studies PO Box 531 Durham, NC $100,000 Institute for Southern Studies PO Box 531 Durham, NC For its Carolina Public Press project. $17,500 Institute for the Public Trust P.O. Box Raleigh, NC $25,000 Institute of Political Leadership, Inc. P. O. Box 8009 Greensboro, NC $17,500 Iredell-Statesville Schools 410 Garfield Street Statesville, NC To the Collaborative Organizational Model to Promote Aligned Support Structure (COMPASS) $45,000 Just Economics PO Box 2396 Asheville, NC $30,000 Land Trust for the Little Tennessee P O. Box 1148 Franklin, NC $45,000 Latino Community Development Center P.O. Box Durham, NC $150,000 Legal Aid of NC-Raleigh Post Office Box Raleigh, NC For the Home Defense Project. $420,000 Legal Services of Southern Piedmont 1431 Elizabeth Avenue Charlotte, NC $50,000 Lexington Housing Community Development Corp. PO BOX 933 Lexington, NC $35,000 Page 9 of 22 STATEMENT B

36 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Marketing Association for Rehab Centers, Inc 134 Wright Brs Way Fletcher, NC $60,000 McColl Center for Visual Art 721 N Tryon Street Charlotte, NC For the Innovation Institute project. $15,000 MDC Inc. 307 West Main Street Durham, NC $70,000 Mecklenburg Citizens for Public Education 129 West Trade Street; Suite 1555 Charlotte, NC $20,000 Media in the Public Interest 2475 Broadway, Suite #305 Boulder, CO North Carolina News Service Project. $25,000 Michigan State University College of Law 648 North Shaw Lane, Office 368 East Lansing, MI Racial Justice Act Jury Selection Study Expansion Project in North Carolina. $20,000 Mitchell County PO 366 Bakersville, NC For its Toe River Agriculture Center Crop Aggregation Project. $20,000 MomsRising Education Fund Bel-Red Road, Suite 206 Bellevue, WA $35,000 Mountain Area Information Network 34 Wall St. Suite 407 Asheville, NC $40,000 Mountain BizWorks 153 S Lexington Avenue Asheville, NC $70,000 NARAL Pro-Choice North Carolina Foundation 4711 Hope Valley Road, Suite 4F-509 Durham, NC Nonprofit Internship Program Host. $1,600 NARAL Pro-Choice North Carolina Foundation 4711 Hope Valley Road, Suite 4F-509 Durham, NC $55,000 Page 10 of 22 STATEMENT B

37 GRANTS PAID Grantee Name and Address Foundation Status Description Paid National Forum to Accelerate Middle-Grades Reform P. O. Box 224 Savoy, IL To Schools to Watch: Network. School Transformation $70,000 National Parks Conservation Association 777 Sixth Street NW, Suite 700 Washington, DC For Keeping the Promise: Planning the Future of the Blue Ridge Parkway. $5,000 Nature Conservancy 334 Blackwell Street, Suite 300 Durham, NC Nonprofit Internship Program Host. $1,600 NC Advocates for Justice Foundation, Inc Annapolis Drive Raleigh, NC Commission on Racial and Ethnic Disparities Project $65,000 NC Association of Black Lawyers' Land Loss Prevention Project P O. Box 179 Durham, NC $50,000 NC Association of Community Development Corporations 110 Fountain Park Dr, Ste J23 Battleboro, NC Green Economic Transformation Through Energy (GETT Energy). $90,000 NC Center for International Understanding 100 East Six Forks Road, Suite 300 Raleigh, NC Nonprofit Internship Program Host. $1,600 NC Center for International Understanding 100 East Six Forks Road, Suite 300 Raleigh, NC Policy Leaders Latino Initiative Project. $26,250 NC Center for Nonprofit Organizations Navaho Drive, Suite 200 Raleigh, NC $200,000 NC Center for Public Policy Research P.O. Box 430 Raleigh, NC $100,000 NC Center for Voter Education 3933 Arrow Drive, Suite 101 Raleigh, NC $175,000 Page 11 of 22 STATEMENT B

38 GRANTS PAID Grantee Name and Address Foundation Status Description Paid NC Center on Actual Innocence P.O. Box Shannon Plaza Station Durham, NC $50,000 NC Central University 1801 Fayetteville Street Durham, NC For the North Carolina HBCU Student Engagement and Empowerment Network project. $25,000 NC Coalition Against Domestic Violence, Inc 3710 University Dr., Suite 140 Durham, NC $75,000 NC Coalition Against Sexual Assault 811 Spring Forest Road, Suite 900 Raleigh, NC Legal Access and Analysis for Sexual Assault Project. $60,000 1 NC Coalition for Alternatives to the Death Penalty 201 W. Main Street, Suite 301 Durham, NC $50,000 NC Coastal Federation, Inc N.C. 24 Newport, NC $100,000 NC Coastal Federation, Inc N.C. 24 Newport, NC Nonprofit Internship Program Host. $1,600 NC Community Development Initiative P.O. Box Raleigh, NC $375,000 NC Community Development Initiative P.O. Box Raleigh, NC Nonprofit Internship Program Host $1,600 NC Community Development Initiative P.O Box Raleigh, NC $350,000 NC Conservation Network 19 E Martin St, Suite 300 Raleigh, NC $140,000 Page 12 of 22 STATEMENT B

39 GRANTS PAID Grantee Name and Address Foundation Status Description Paid NC Conservation Network 19 E. Martin St., Suite 300 Raleigh, NC $35,000 NC Council of Churches 27 Horne Street Raleigh, NC Interfaith Power & Light Project $40,000 NC Council of Churches 27 Horne Street Raleigh, NC From Hostility to Hospitality : People of Faith. Immigration and $35,000 NC Environmental Justice Network P O. Box 68 Rocky Mount, NC $33,000 NC Housing Coalition, Inc. 118 St. Mary's St Raleigh, NC $100,000 NC Housing Coalition, Inc. 118 St. Mary's St. Raleigh, NC Nonprofit Internship Program Host. $1,600 NC Indian Economic Development Initiative PO Box Raleigh, NC $60,000 NC Institute for Child Development Professionals PO Box 959 Chapel Hill, NC Lifting the Voices of Child Care Workers. $30,000 NC Institute of Minority Economic Development P. O. Box 1331 Durham, NC $100,000 NC Justice Center P. O. Box Raleigh, NC For the Eastern Carolina Immigrants' Rights Project. $75,000 NC Justice Center P. O. Box Raleigh, NC $50,000 Page 13 of 22 STATEMENT B

40 GRANTS PAID Grantee Name and Address Foundation Status Description Paid NC Justice Center P. O. Box Raleigh, NC $525,000 NC Justice Center P. O. Box Raleigh, NC $25,000 NC Justice Center P. O. Box Raleigh, NC $645,000 NC League of Conservation Voters Foundation, Inc. PO Box Raleigh, NC $25,000 NC New Schools Project, Inc Marriott Drive, Suite 510 Raleigh, NC Nonprofit Internship Program Host. $1,600 NC New Schools Project, Inc Marriott Drive, Suite 510 Raleigh, NC North Carolina Center for Educational Leadership (NCCEL). $65,000 NC Pottery Museum P.O Box 531 Seagrove, NC $30,000 NC Prisoner Legal Services P.O Box Raleigh, NC Incarcerated Youth Advocacy Project $40,000 NC Rail-Trails, Inc. PO Box 28 Carrboro, NC For the Advance Social Justice as it Pertains to Recent Crime on the American Tobacco Trail Project. $15,000 NC Rural Education Working Group P.O. Box 222 Rich Square, NC $30,000 NC Sustainable Energy Association PO Box 6465 Raleigh, NC $10,000 NC Sustainable Energy Association PO Box 6465 Raleigh, NC $80,000 Page 14 of 22 STATEMENT B

41 GRANTS PAID Grantee Name and Address Foundation Status Description Paid NC Wesleyan College 3400 N. Wesleyan Blvd. Rocky Mount, NC For its Scholars' Latino Initiative project. $25,000 NC Wildlife Federation P. 0 Box Raleigh, NC $35,000 Neighbors for Better Neighborhoods P. O. Box Winston-Salem, NC $25,000 Neighbors in Ministry, Inc. PO Box 1036 Brevard, NC Dismantling Racism-New Directions. $20,000 North Carolina State University Research Administration/SPARCS 2701 Sullivan Drive Admin Services III; Box 7514 Raleigh, NC NC Solar Center: Southeastern Coastal Wind Project $25,000 North Carolina State University Foundation, Inc. NCSU Campus Box 7006 Raleigh, NC Institute for Emerging Issues. $75,000 North Carolina State University Foundation, Inc. NCSU Campus Box 7006 Raleigh, NC The Emerging Issues Commons Project. $100,000 Pamlico-Tar River Foundation, Inc. P.O Box 1854 Washington, NC $30,000 Pamlico-Tar River Foundation, Inc. P.O. Box 1854 Washington, NC $5,000 Pamlico-Tar River Foundation, Inc. P.O. Box 1854 Washington, NC People of Faith Against the Death Penalty 110 W. Main St., Ste. 2G Carrboro, NC For its Waterkeepers Carolina: Chapter 2 project $45,000 For its NC Grassroots Education & Mobilization on the Death Penalty project. $60,000 Page 15 of 22 STATEMENT B

42 GRANTS PAID Grintee Name and Address Foundation Status Description Paid Pigeon Community Development Center P. O. Box 1494 Waynesville, NC $25,000 Pisgah Legal Services P.O. Box 2276 Asheville, NC $50,000 Planned Parenthood Health Systems, Inc. 100 S. Boylan Avenue Raleigh, NC $125,000 Planned Parenthood of Central NC, Inc. P 0. Box 3258 Chapel Hill, NC $125,000 President and Fellows of Harvard College Harvard University, Office for Sponsored Programs Holyoke Center, Suite 600 Project READS. Using Data to Promote Summer 1350 Massachusetts Ave Reading and Close the Achievement Gap for Cambridge, MA Low-SES Students in North Carolina. $90,000 ProgressNow Education Fund P.O. Box Raleigh, NC $37,500 PTA North Carolina Congress 3501 Glenwood Avenue Raleigh, NC $50,000 Public School Forum of NC 3739 National Drive, Suite 100 Raleigh, NC $60,000 Queen City Forward 222 S Church St., Ste. 100 Charlotte, NC $35,000 Queens University of Charlotte 1900 Selwyn Avenue Queens University of Charlotte - School Charlotte, NC Executive Leadership Academy $75,000 Raleigh Area Development Authority 4030 Wake Forest Road, Suite 205 Renewable Energy Assessment for African Raleigh, NC American Landowners Project (REAAAL) $35,000 Page 16 of 22 STATEMENT B

43 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Raleigh Public Record Inc. 907 Glenwood Avenue Raleigh, NC $35,000 Reading Connections, Inc. 122 N. Elm Street, Suite 520 Greensboro, NC Leadership Fellows Program. $18,000 Reinvestment Partners PO Box 1929 Durham, NC $5,000 Reinvestment Partners PO Box 1929 Durham, NC $65,000 RFD CDC 1713 Beechwood Road Yadkinville, NC To support the expansion of the NC Circles Project to 15 communities project. $30,000 Roanoke Economic Development, Inc. PO Box 148 Rich Square, NC Sustainable Forestry and African-American Land Retention Project $26,000 Rogers-Eubanks Neighborhood Association P. O. Box Chapel Hill, NC Growing Neighborhood Wealth Through the Development of a Wellness Cooperative Project $20,000 Rural Advancement Foundation International- USA PO Box 640 Pittsboro, NC $60,000 Rural Empowerment Association for Community Help 2389 Wards Bridge Rd. Warsaw, NC $30,000 Shelter Home of Caldwell County P. O. Box 426 Lenoir, NC Nonprofit Internship Program Host $1,600 Shelter Home of Caldwell County P. 0 Box 426 Lenoir, NC For the Child Advocacy Program. $35,000 Page 17 of 22 STATEMENT B

44 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Smith (Johnson C.) University Center for Applied Leadership and Community 100 Beatties Ford Road Development: Community Environmental Charlotte, NC Leadership Training Program Project $20,000 Southern Alliance for Clean Energy 46 Orchard St Promoting Energy Efficiency in North Carolina Asheville, NC Project $50,000 Southern Appalachian Highlands Conservancy 34 Wall Street, Suite 502 Asheville, NC Nonprofit Internship Program Host. $1,600 Southern Appalachian Highlands Conservancy 34 Wall Street, Suite 502 For its Blue Ridge Forever -- "See What Forever Asheville, NC Looks Like" Year 2 project. $20,000 Southern Coalition for Social Justice 1415 West Highway 54, Suite 101 Durham, NC $100,000 Southern Coalition for Social Justice 1415 West Highway 54, Suite 101 Durham, NC NC Voting Rights Litigation Project $35,000 Southern Environmental Law Center 601 West Rosemary Street, Suite 220 Chapel Hill, NC $240,000 Sow Much Good Inc. P. O. Box 68 Cornelius, NC $30,000 Stecoah Valley Arts, Crafts & Educational Center, Inc. 121 Schoolhouse Road Robbinsville, NC Stecoah Artisan Gallery project. $25,000 stone circles 6602 Nicks Road Mebane, NC $25,000 Strategic Leadership by Design 1010 Montague Court Aspiring Superintendent Fellows Program Sanford, NC Project. $139,929 Student Action with Farmworkers 1317 W. Pettigrew St. Durham, NC $45,000 Page 18 of 22 STATEMENT B

45 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Support Center 3120 Highwoods Blvd Raleigh, NC $30,000 Support Center 3120 Highwoods Blvd Raleigh, NC General operating support for Generations Community Credit Union. -See Statement D $100,000 Support Center 3120 Highwoods Blvd Raleigh, NC Nonprofit Internship Program Host - Generations Community Credit Union. $1,600 Sustain Charlotte 2317 Laburnum Ave. Charlotte, NC $20,000 Sustainable Sandhills PO Box 144 Fayetteville, NC $20,000 Teach For America - Eastern NC 324 Blackwell Street, Bay 1 1 Suite 1160 Durham, NC $65,000 Third Reconstruction Institute 4907 Garrett Road Durham, NC For its support of the NC IAF groups and NC United Power project. $150,000 Thirtieth Judicial District Domestic Violence- Sexual Assault Alliance, Inc. P. 0. Box 554 Waynesville, NC $30,000 Thirtieth Judicial District Domestic Violence- Sexual Assault Alliance, Inc. P. O. Box 554 Waynesville, NC Building A Foundation Through Cultural Competence Project $10,000 Thirtieth Judicial District Domestic Violence- Sexual Assault Alliance, Inc P. O. Box 554 Waynesville, NC Nonprofit Internship Program Host. $1,600 Toxic Free NC 115 S. St. Mary's Street, Suite D Raleigh, NC $55,000 Page 19 of 22 STATEMENT B

46 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Trust for Public Land 101 Montgomery Street, Suite 900 San Francisco, CA Land for Tomorrow. $75,000 University of North Carolina Chapel Hill Office of Sponsored Research, 104 Airport Drive, Ste. 2200, CB# 1350 Chapel Hill, NC University of North Carolina Chapel Hill Office of Sponsored Research, 104 Airport Drive, Ste 2200, CB# 1350 Chapel Hill, NC University of North Carolina Chapel Hill Office of Sponsored Research, 104 Airport Drive, Ste. 2200, CB# 1350 Chapel Hill, NC University of North Carolina Chapel Hill Office of Sponsored Research, 104 Airport Drive, Ste. 2200, CB# 1350 Chapel Hill, NC University of North Carolina Chapel Hill Office of Sponsored Research, 104 Airport Drive, Ste 2200, CB# 1350 Chapel Hill, NC University of North Carolina Chapel Hill Office of Sponsored Research, 104 Airport Drive, Ste. 2200, CB# 1350 Chapel Hill, NC UNC School of Government (Indigent Defense Education group), Reference Manual on Litigating Issues of Race in North Carolina Criminal Cases. $30,000 For the School of Journalism and Mass Communications : Recruitment and Retention of an Urban Youth Staff for the Northeast Central Durham Community VOICE. $7,500 Center for Urban and Regional Studies: State of North Carolina Cities. $3, Nonprofit Internship Program Host. $1,600 American Indian Center's North Carolina Native Asset Building Coalition Project. $35,000 School of Government for its Planning for Solar project. $9,824 University of North Carolina Chapel Hill Office of Sponsored Research, 104 Airport Drive, Ste. 2200, CB# 1350 Chapel Hill, NC University of North Carolina Charlotte 9201 University City Blvd. Charlotte, NC School of Government. Community Electricity Rate and Expenditure Assessment/Analysis Project. $40,000 The First 3 Beginning Teacher Support Program. $75,000 University of North Carolina Pembroke P.O Box 1510 Pembroke, NC School of Education - PREP ( Partnership for the Retention of Education Professionals ) Project. $55,000 Page 20 of 22 STATEMENT B

47 GRANTS PAID Grantee Name and Address Foundation Status Description Paid University of North Carolina Press 116 South Boundary Street Chapel Hill, NC Nonprofit Internship Program Host. $1,600 University of North Carolina Wilmington 601 South College Road Wilmington, NC Feast Down East Food Sovereignty Project. $40,000 Wake Forest University 1834 Wake Forest Road Winston- Salem, NC Annual grant, under 1990 contract, for general support, faculty development, and scholarships $1,200,000 Wake Forest University 1834 Wake Forest Road Winston-Salem, NC Campaign for Wake Forest For scholarships- Joseph G. Gordon, NSR, NC middle income residents, annual awards to faculty members, Reynolds Professors supplements, and special undergraduate programs and needs. $541,005 WakeUP Wake County, Inc. P. O. Box 6484 Raleigh, NC For its Planning for Growth Sustainably: Using civic engagement to improve transit, land use, and drinking water project. $5,000 Public Schools First NC, Inc. P. O. Box 6484 Raleigh, NC For its Public Schools First NC project. $150,000 WakeUP Wake County, Inc. P. O. Box 6484 Raleigh, NC For its Planning for Growth Sustainably. Using civic engagement to improve transit, land use, and drinking water project. $15,000 Ware Creek Community Development Program 2144 Maules Point Road Blounts Creek, NC For the Literacy for Life Program project. $5,000 West End Revitalization Association, Inc. PO Box 661 Mebane, NC $20,000 Western NC Alliance 29 N. Market Street, Suite 610 Asheville, NC $15,000 Western NC Alliance 29 N. Market Street, Suite 610 Asheville, NC $60,000 Page 21 of 22 STATEMENT B

48 GRANTS PAID Grantee Name and Address Foundation Status Description Paid Western NC Workers' Center PO Box 3025 Marion, NC $30,000 Wilderness Society 1615 M Street, NW Washington, DC For the Protecting Wildlands in Western North Carolina project. $35,000 Wilmington Area Rebuilding Ministry 20 N. Fourth St., Suite 213 Wilmington, NC $10,000 Wilson County Schools 117 N.E. Tarboro Street Wilson, NC Wilson Teacher Training Academy Project $30,000 Winston - Salem Foundation 860 W. Fifth Street Winston - Salem, NC Support of the Winston-Salem Community Development Support Collaborative Project $75,000 Working America Education Fund 815 Sixteenth Street NW 5th floor Washington, DC $45,000 Yadkin Riverkeeper Inc. 308 North Patterson Avenue Winston Salem, NC $15,000 YWCA- Winston - Salem/Forsyth County 1201 Glade Street Winston - Salem, NC A grant in honor of Florence Corpening for the purpose of the Community Racial Education Program. $10,000 TOTAL GRANTS PAID $14,998,062 Page 22 of 22 STATEMENT B

49 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Action for Children North Carolina 3109 Poplarwood Court, Suite 300 Raleigh, NC Action for Community in Raleigh 804 Old Fayetteville Street Durham, NC Action Institute NC 5500 Executive Center Dr, Suite 234 Charlotte, NC American Rivers 331 W. Main Street, Suite 302 Durham, NC American Rivers 331 W. Main Street, Suite 302 Durham, NC American Rivers 331 W. Main Street, Suite 302 Durham, NC American Rivers 331 W. Main Street, Suite 302 Durham, NC Appalachian State University 287 Rivers Street, Suite 373 Boone, NC Appalachian State University 287 Rivers Street, Suite 373 Boone, NC Appalachian Sustainable Agriculture Project 306 West Haywood Street Asheville, NC Asheville City Schools 85 Mountain Street Asheville, NC $75,000. $23,000 For support of its work in Mecklenburg, Gaston, Union and Cumberland counties $60,000 for its North Carolina office. $60,000 for its North Carolina office. $10,000 for its North Carolina office $50,000 for its North Carolina office. $10,000 Department of Technology and Environmental Design' s Enhancing Market Structure for Energy Efficient and Sustainable Buildings project. $25,000 Department of Technology and Environmental Design 's- Enhancing Market Structure for Energy Efficient and Sustainable Buildings project. $12,500 Appalachian Grown. Growing the Regional Food Economy for All project. $30,000 Marketing Matters project. $15,000 Page 1 of 24 STATEMENT C

50 UNPAID GRANTS Grantee Name and Address Asheville City Schools Foundation PO Box 3196 Asheville, NC Asheville City Schools Foundation PO Box 3196 Asheville, NC Asheville City Schools Foundation PO Box 3196 Asheville, NC Asheville, City of P. O. Box 7148 Asheville, NC Better World Fund 1800 Massachusetts Ave, NW Washington, DC Blueprint NC 2912 Highwoods Blvd. Suite 202 Raleigh, NC Caldwell County Green Commission PO Box 2977, 815 Virginia Street Lenoir, NC Campaign for Migrant Worker Justice 1221 Broadway St. Toledo, OH Cape Fear River Watch, Inc. 617 Surrey Street Wilmington, NC Cape Fear River Watch, Inc. 617 Surrey Street Wilmington, NC Cape Fear River Watch, Inc. 617 Surrey Street Wilmington, NC Carolina Common Enterprise P.O. Box 151 Hendersonville, NC Foundation Status Description Unpaid. $5,000 $25,000 $5,000 Building Neighborhood Capacity and Leadership Across Race and Class project $30,000 Engaging North Carolina Agriculture and Forest Sector Leaders on Climate Change Challenges project. $25,000 $400,000 $3,000. $35,000 $20,000. $15,000 $5,000 $20,000 Page 2 of 24 STATEMENT C

51 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Carolina Justice Policy Center P. O. Box 309 Durham, NC $50,000 Carolina Mountain Land Conservancy 847 Case Street Hendersonville, NC Community Leadership and Innovation in Land and Water Conservation project. $15,000 Carolina Thread Trail 105 W. Morehead Street Charlotte, NC Economic Impact Project. $15,000 Catawba County Hispanic Ministry P. O. Box 104 Hickory, NC $15,000 Catawba County Hispanic Ministry P. O. Box 104 Hickory, NC $30,000 Catawba Riverkeeper Foundation, Inc. 421 Minuet Lane, Suite 205 Charlotte, NC Safe Urban Waters project $15,000 Center for Death Penalty Litigation, Inc. 201 W Main Street, Suite 301 Durham, NC Public Education and Information Project $65,000 Center for Death Penalty Litigation, Inc. 201 W Main Street, Suite 301 Durham, NC Public Education and Information Project. $65,000 Center for Participatory Change, Inc. 34 Wall Street, Suite 601 Asheville, NC $75,000 Center for Participatory Change, Inc. 34 Wall Street, Suite 601 Asheville, NC $37,500 Center for Public Interest Research 44 Winter Street, 4th Fl Boston, MA For its Black in NC: A network of thousands of African Americans to connect and engage project. $35,000 Center for Responsible Lending 302 W. Main Street Durham, NC Responsible Lending in North Carolina. $10,000 Page 3 of 24 STATEMENT C

52 UNPAID GRANTS Grantee Name and Address Foundation Status Description Center for Responsible Lending 302 W. Main Street Durham, NC Resnonsible Lending in North Carolina. Unpaid $10,000 Centro de Enlace, Inc. P. O. Box 236 Burnsville, NC $20,000 Centro de Enlace, Inc. P. O. Box 236 Burnsville, NC $20,000 Centro Internacional de Raleigh, Inc Ryegate Dr Raleigh, NC $15,000 Chatham Community Development Corporation PO Box 1726 Pittsboro, NC $20,000 Children and Family Resource Center of Henderson County PO Box Hendersonville, NC United Agenda for Children project. $15,000 Children and Family Resource Center of Henderson County PO Box Hendersonville, NC United Agenda for Children project. $15,000 Clean Water for NC 29 1/2 Page Ave. Asheville, NC $30,000 Clean Water for NC 29 1/2 Page Ave. Asheville, NC $30,000 Coalicion de Organizaciones Latino- Americanas 34 Wall St., Suite 402 Asheville, NC To support the collaborative of the Western Workers' Center, Latino Advocacy Coalition of Henderson County, and Coalition de Orgamzaciones Latino-Americanas Project $110,000 Coalition Latinoamericana 4938 Central Ave. Suite 101 Charlotte, NC $75,000 Page 4 of 24 STATEMENT C

53 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Common Cause Education Fund th Street NW Suite 900 Washington, DC Community Services of Swain, Inc. P. O. Box 812 Bryson City, NC Community Success Initiative, Inc. P. O. Box Raleigh, NC Concerned Citizens of Tillery PO Box 61 Tillery, NC Conservation Fund P. O Box 271 Chapel Hill, NC Conservation Fund P. O. Box 271 Chapel Hill, NC Conservation Trust for NC 1028 Washington Street Raleigh, NC Conservation Trust for NC 1028 Washington Street Raleigh, NC Construction Professionals Network Institute, Inc. 405 Battleground Avenue, Suite 204 Greensboro, NC Core Sound Waterfowl Museum PO Box 556 Harkers Island, NC Council for Children's Rights, Inc. 601 E. 5th Street, Suite 510 Charlotte, NC of its North Carolina office. $75,000 Swain Heritage Crafts Evaluation and Development Project. $20,000. $25,000 Cultural Awareness Events project. $12,000 Resourceful Communities Program project. $250,000 Resourceful Communities Program project. $250,000. $15,000 $60,000 Institutionalize CPNI to provide for long-term economic development and job creation of rural NC. $20,000 For the Saltwater Connections- A Regional Asset-Based Economic Development Initiative project. $40,000 Larry King Center project. $45,000 Page 5 of 24 STATEMENT C

54 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Dan River Basin Association 413 Church Street Eden, NC Dan River Basin Association 413 Church Street Eden, NC Democracy NC 1821 Green Street Durham, NC Democracy NC 1821 Green Street Durham, NC Democracy NC 1821 Green Street Durham, NC Democracy NC 1821 Green Street Durham, NC for its work in North Carolina. $35,000 for its work in North Carolina. $5,000. $350,000 $50,000 $175,000 $25,000 Development Foundation of the NC Center for the Advancement of Teaching, Inc 276 NCCAT Drive PO Box 5121 Cullowhee, NC Development Foundation of the NC Center for the Advancement of Teaching, Inc. 276 NCCAT Drive PO Box 5121 Cullowhee, NC Durham At Risk Youth Collaborative 107 North Driver Street Durham, NC Durham County Cooperative Extension 721 Foster Street Durham, NC Durham County Cooperative Extension 721 Foster Street Durham, NC Beginning Teachers Sustainability Project. $140,897 Beginning Teachers Sustainability Project $ 100,394 Preparing Early Childhood Educators to Manage Mental Health Issues in Daycare Settings project. $ 30,000 Parents Leading the Way: Strengthening Latino Parent Leadership and Advocacy in Our Public Schools project. $ 38,500 Parents Leading the Way: Strengthening Latino Parent Leadership and Advocacy in Our Public Schools project. $ 19,000 Page 6 of 24 STATEMENT C

55 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid East Carolina University Office of Sponsored Programs, 2200 S. Charles Blvd. Suite 2906, Mailstop 165 Greenville, NC For its Restarting the Dialogue: Understanding Perceptions of Environmental Change Among Residents of Outer and Inner Banks project $34,000 East Carolina University Office of Sponsored Programs, 2200 S. Charles Blvd. Suite 2906, Mailstop 165 Greenville, NC For its Helping First-Year Elementary Teachers Achieve Teaching Excellence in Mathematics project. $34,930 East Market Street Development Corporation 601-B East Market Street Greensboro, NC Minority Entrepreneurship Program project $15,000 East Market Street Development Corporation 601-B East Market Street Greensboro, NC Minority Entrepreneurship Program project $5,000 EducationNC P.O Box 911 Raleigh, NC $100,000 EducationNC P. O. Box 911 Raleigh, NC $75,000 El Pueblo, Inc P.O. Box Raleigh, NC $50,000 El Pueblo, Inc P.O. Box Raleigh, NC $50,000 Ellerbee Creek Watershed Association P. O. Box 2679 Durham, NC $5,000 Ellerbee Creek Watershed Association P. O. Box 2679 Durham, NC $15,000 Environmental Defense Fund, Inc. 257 Park Avenue South, 16th floor New York, NY $185,000 Page 7 of 24 STATEMENT C

56 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Environmental Federation of NC d/b/a Earth Share of NC 331 W Main St Durham, NC $20,000 Family Violence Prevention Center, Inc. d/b/a Interact 1012 Oberlin Rd, Ste. 100 Raleigh, NC For its Expanding Regional Capacity Among Domestic Violence and Sexual Assault programs in the Eastern Central Region project. $75,000 Farmer Foodshare, Inc P. O. Box 2873 Chapel Hill, NC POP System Expansion and Development Project. $40,000 Foothills Conservancy of NC, Inc. PO Box 3023 Morganton, NC Catawba Basin Water Protection Initiative project. $45,000 Friends of the Battleship North Carolina, Inc 1 Battleship Road Wilmington, NC Generations Campaign: All Hands on Deck Project. $25,000 Friends of the Mountains to Sea Trail P. O. Box Raleigh, NC Trail Towns for North Carolina' s Mounta i ns-to- Sea Trail project. $15,000 Guilford Education Alliance, Inc. 902 Bonner Drive Jamestown, NC Communications/Marketing Plan Project. $10,000 Haw River Assembly, Inc. P. O. Box 187 Bynum, NC $20,000 Haywood Waterways Association, Inc. P. O. Box 389 Waynesville, NC $20,000 Hiawassee River Watershed Coalition, Inc. P. O. Box 889 Murphy, NC $5,000 Hispanic Liaison of Chatham County 105 E. Second Street Siler City, NC $30,000 Page 8 of 24 STATEMENT C

57 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Hispanics In Philanthropy th Street, Suite 200 Oakland, CA For its Triangle Latino Student Success project. $25,000 Hispanics In Philanthropy th Street, Suite 200 North Carolina site of the Funders' Collaborative Oakland, CA project. $133,000 Hispanics In Philanthropy th Street, Suite 200 North Carolina site of the Funders' Collaborative Oakland, CA project. $133,000 Hispanics In Philanthropy th Street, Suite 200 Oakland, CA For its Triangle Latino Student Success project. $25,000 Hispanics In Philanthropy th Street, Suite 200 North Carolina site of the Funders' Collaborative Oakland, CA project. $134,000 Hoke County Schools 310 Wooley Street Low Wealth District Consortium: Leandro Case Raeford, NC Project. $100,000 Hoke County Schools 310 Wooley Street Low Wealth District Consortium: Leandro Case Raeford, NC Project. $75,000 HOPE (Helping Organize People Effectively) 171 Garden Drive Lexington, NC $20,000 IDA and Asset Building Collaborati ve of NC, Inc. P. O. Box Raleigh, NC $50,000 Institute for Southern Studies PO Box 531 Durham, NC For its Carolina Public Press project. $5,000 Institute for Southern Studies PO Box 531 Durham, NC For its Carolina Public Press project. $25,000 Page 9 of 24 STATEMENT C

58 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Institute of Political Leadership, Inc. P O. Box 8009 Greensboro, NC $15,000 Institute of Political Leadership, Inc. P. O. Box 8009 Greensboro, NC $15,000 Iredell-Statesville Schools 410 Garfield Street Statesville, NC To the Collaborative Organizational Model to Promote Aligned Support Structure (COMPASS). $45,000 Isothermal Planning and Development Commission 11 1 West Court Street Rutherfordton, NC WNC Environmental Justice Data Scan and Action Planning project. $25,000 Just Economics PO Box 2396 Asheville, NC $30,000 Land Trust for the Little Tennessee P.O. Box Franklin, NC $45,000 Latin American Economic Dev. Cor. of the Piedmont Atlantic Region Charlottetowne Ave. Suite 205 Charlotte, NC $25,000 Latin American Economic Development Corporation of the Piedmont Atlantic Region 1112 Charlottetowne Ave. Suite 205 Charlotte, NC $25,000 Latino Community Development Center P.O. Box Durham, NC Immigrant Integration Project. $125,000 Latino Community Development Center P.O. Box Durham, NC Affordable Housing Research Project. $35,000 Latino Community Development Center P.O. Box Durham, NC Immigrant Integration Project $125,000 Page 10 of 24 STATEMENT C

59 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Legal Aid of NC-Raleigh Post Office Box Raleigh, NC Home Defense Project. $375,000 Legal Services of Southern Piedmont 1431 Elizabeth Avenue Charlotte, NC $50,000 Mano al Hermano PO Box 65 Nags Head, NC $15,000 Marketing Association for Rehab Centers, Inc 134 Wright Brothers Way Fletcher, NC $60,000 McColl Center for Visual Art 721 N Tryon Street Charlotte, NC For the Innovation Institute project. $15,000 MDC Inc. 307 West Main Street Durham, NC $70,000 Mecklenburg Citizens for Public Education 129 West Trade Street; Suite 1555 Charlotte, NC $20,000 Michigan State University College of Law 648 North Shaw Lane, Office 368 East Lansing, MI Racial Justice Act Jury Selection Study Expansion Project in North Carolina. $30,000 MomsRising Education Fund Bel-Red Road, Suite 206 Bellevue, WA of its North Carolina work. $35,000 Mountain Area Information Network 34 Wall St. Suite 407 Asheville, NC $30,000 Mountain Area Information Network 34 Wall St. Suite 407 Asheville, NC $10,000 Page 11 of 24 STATEMENT C

60 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Mountain BizWorks 153 S Lexington Avenue Asheville, NC $35,000 Mountain Valleys Resource Conservation and Development Council 4388 US Hwy 25/70, Suite 3 Marshall, NC Ivy River Watershed Protection project. $20,000 National Association For Latino Community Asset Builders 1313 Guadalupe Street Suite 203 San Antonio, TX Capacity Building for North Carolina Latinoserving Nonprofit Asset-Building Organizations project. $20,000 National Partnership for Women & Families, Inc 1875 Connecticut Ave. NW Suite 650 Washington, DC North Carolina Parents Association - Pilot $100,000 National Partnership for Women & Families, Inc Connecticut Ave. NW Suite 650 Washington, DC North Carolina Parents Association - Pilot. $100,000 Natural Capital Investment Fund, Inc Turner Rd Shepherdstown, WV for its North Carolina-based work. $50,000 Natural Capital Investment Fund, Inc Turner Rd Shepherdstown, WV for its North Carolina-based work. $30,000 NC Association of Black Lawyers' Land Loss Prevention Project P. O. Box 179 Durham, NC $50,000 NC Center for International Understanding 100 East Six Forks Road, Suite 300 Raleigh, NC Policy Leaders Latino Initiative Project $26,250 NC Center for Nonprofit Organizations Navaho Drive, Suite 200 Raleigh, NC Leadership Succession and Transitions in North Carolina Nonprofits Project $60,000 Page 12 of 24 STATEMENT C

61 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid NC Center for Nonprofit Organizations Navaho Drive, Suite 200 Raleigh, NC $200,000 NC Center for Nonprofit Organizations 1110 Navaho Drive, Suite 200 Raleigh, NC $200,000 NC Center for Nonprofit Organizations Navaho Drive, Suite 200 Raleigh, NC $200,000 NC Center for Public Policy Research P.O. Box 430 Raleigh, NC $100,000 NC Center for Public Policy Research P O. Box 430 Raleigh, NC $100,000 NC Center for Voter Education 3933 Arrow Drive, Suite 101 Raleigh, NC $100,000 NC Center on Actual Innocence P.O. Box Shannon Plaza Station Durham, NC $50,000 NC Coalition Against Sexual Assault 811 Spring Forest Road, Suite 900 Raleigh, NC Legal Access and Analysis for Sexual Assault Project. $30,000 NC Coalition for Alternatives to the Death Penalty 201 W. Main Street, Suite 301 Durham, NC $50,000 NC Coalition to End Homelessness P O. Box Raleigh, NC $35,000 NC Coastal Federation, Inc N C. 24 Newport, NC $100,000 Page 13 of 24 STATEMENT C

62 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid NC Community Development Initiative P.O. Box Raleigh, NC $750,000 NC Community Health Center Association 4917 Waters Edge Drive, Suite 165 Raleigh, NC Building Capacity for Engagement in Lowincome Communities project. $30,000 NC Conservation Network 19 E. Martin St., Suite 300 Raleigh, NC $35,000 NC Conservation Network 19 E. Martin St., Suite 300 Raleigh, NC $140,000 NC Conservation Network 19 E. Martin St., Suite 300 Raleigh, NC $35,000 NC Conservation Network 19 E. Martin St., Suite 300 Raleigh, NC $140,000 NC Council of Churches 27 Horne Street Raleigh, NC Interfaith Power & Light Project. $40,000 NC Council of Churches 27 Horne Street Raleigh, NC From Hostility to Hospitality : Immigration and People of Faith. $35,000 NC Early Childhood Foundation Inc 1410 Park Drive Raleigh, NC $65,000 NC Early Childhood Foundation Inc 1410 Park Drive Raleigh, NC $10,000 NC Environmental Justice Network P O, Box 68 Rocky Mount, NC $31,000 Page 14 of 24 STATEMENT C

63 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid NC Focus on Increasing Education Leadership and Dignity, NC FIELD, Inc. 313 East King Street Attn: NC FIELD/PFC Kinston, NC $20,000 NC Housing Coalition, Inc. 118 St. Mary's St. Raleigh, NC $100,000 NC Indian Economic Development Initiative PO Box Raleigh, NC $60,000 NC Justice Center P. 0. Box Raleigh, NC $50,000 NC Justice Center P. 0 Box Raleigh, NC $1,240,000 NC Justice Center P. 0 Box Raleigh, NC Education Reporting project. $65,000 NC Justice Center P. O. Box Raleigh, NC Education Reporting project. $5,000 NC Justice Center P. O. Box Raleigh, NC $1,240,000 NC Justice Center P. O. Box Raleigh, NC $50,000 NC Justice Center P. O. Box Raleigh, NC $595,000 NC Justice Center P. 0 Box Raleigh, NC $50,000 Page 15 of 24 STATEMENT C

64 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid NC Latino Coalition 4907 Garrett Road Durham, NC $50,000 NC Middle School Association, Inc. PO Box 5216 Pinehurst, NC Middle School Transformation Project. $100,000 NC Middle School Association, Inc PO Box 5216 Pinehurst, NC Middle School Transformation Project. $100,000 NC Middle School Association, Inc. PO Box 5216 Pinehurst, NC Middle School Transformation Project. $100,000 NC New Schools Project, Inc Marriott Drive, Suite 510 Raleigh, NC North Carolina Center for Educational Leadership project. $60,000 NC New Schools Project, Inc 4600 Marriott Drive, Suite 510 Raleigh, NC North Carolina Center for Educational Leadership project. $45,000 NC Pottery Museum P.O. Box 531 Seagrove, NC $25,000 NC Pottery Museum P.O. Box 531 Seagrove, NC $10,000 NC Prisoner Legal Services P.O. Box Raleigh, NC Incarcerated Youth Advocacy Project $10,000 NC Public Interest Research Group Education Fund 112 S. Blount Street, Suite 102 Raleigh, NC Reclaiming Our Democracy project. $30,000 North Carolina State University Foundation, Inc. NCSU Campus Box 7006 Raleigh, NC Institute for Emerging Issues $75,000 Page 16 of 24 STATEMENT C

65 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid North Carolina State University Foundation, Inc. NCSU Campus Box 7006 Raleigh, NC The Emerging Issues Commons Project $75,000 North Carolina State University Foundation, Inc NCSU Campus Box 7006 Raleigh, NC The Emerging Issues Commons Project. $75,000 NC Sustainable Energy Association PO Box 6465 Raleigh, NC $20,000 NC Wildlife Federation P. O. Box Raleigh, NC $17,500 Neighbors for Better Neighborhoods P. O. Box Winston- Salem, NC $25,000 Neuse River Foundation, Inc. P. O. Box New Bern, NC $30,000 Orange County Justice United in Community Effort, Inc P. O. Box 9484 Chapel Hill, NC $20,000 Pamlico-Tar River Foundation, Inc. P.O. Box 1854 Washington, NC Waterkeepers Carolina: In Defense of North Carolina's Clean Water project. $45,000 People of Faith Against the Death Penalty 110 W. Main St, Ste. 2G Carrboro, NC For its NC Grassroots Education & Mobilization on the Death Penalty project. $60,000 Person County Schools 304 South Morgan Street, Room 25 Roxboro, NC National Training Network Partnership with Middle Grades Math project. $35,825 Person County Schools 304 South Morgan Street, Room 25 Roxboro, NC National Training Network Partnership with Middle Grades Math project. $36,050 Page 17 of 24 STATEMENT C

66 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Pigeon Community Development Center P. O. Box 1494 Waynesville, NC $20,000 Pisgah Legal Services P.O. Box 2276 Asheville, NC $50,000 Planned Parenthood Health Systems, Inc. 100 S. Boylan Avenue Raleigh, NC $125,000 Planned Parenthood of Central NC, Inc. P. O. Box 3258 Chapel Hill, NC $ 125,000 President and Fellows of Harvard College Harvard University, Office for Sponsored Programs Holyoke Center, Suite Massachusetts Ave. Cambridge, MA Project READS: Using Data to Promote Summer Reading and Close the Achievement Gap for Low-SES Students in North Carolina $45,000 PTA North Carolina Congress 3501 Glenwood Avenue Raleigh, NC $50,000 Raleigh Public Record Inc. 907 Glenwood Avenue Raleigh, NC $5,000 Raleigh Public Record Inc. 907 Glenwood Avenue Raleigh, NC $25,000 Rape Crisis Volunteers of Cumberland County PO Box Fayetteville, NC Collaborating with the Military project. $24,000 Rape Crisis Volunteers of Cumberland County PO Box Fayetteville, NC Collaborating with the Military project $24,000 Page 18 of 24 STATEMENT C

67 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Reynolda House Museum of American Art P O. Box 7287 Request to Endow the Zachary T. Smith WInston-Salem, NC Archives Fund Project. Reynolda House Museum of American Art P. 0 Box 7287 Request to Endow the Zachary T. Smith WInston-Salem, NC Archives Fund Project Reynolda House Museum of American Art P. O. Box 7287 Request to Endow the Zachary T. Smith WInston-Salem, NC Archives Fund Project. RFD CDC 1713 Beechwood Road To support the expansion of the NC Circles Yadkinville, NC Project to 15 communities project. RFD CDC 1713 Beechwood Road To support the expansion of the NC Circles Yadlanville, NC Project to 15 communities project. Roanoke Economic Development, Inc. PO Box 148 Sustainable Forestry and African-American Rich Square, NC Land Retention Project. Rural Advancement Foundation International-USA PO Box 640 Pittsboro, NC Rural Empowerment Association for Community Help 2389 Wards Bridge Rd Warsaw, NC Pipeline to Success Project. Rural Empowerment Association for Community Help 2389 Wards Bridge Rd. Warsaw, NC Rural Empowerment Association for Community Help 2389 Wards Bridge Rd. Warsaw, NC Blacks and Browns project Shelter Home of Caldwell County P. O. Box 426 Lenoir, NC Child Advocacy Program project $66,667 $66,667 $66,666 $20,000 $20,000 $15,000 $60,000 $40,000 $30,000 $15,000 $20,000 Page 19 of 24 STATEMENT C

68 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Shelter Home of Caldwell County P. O Box 426 Lenoir, NC Child Advocacy Program project. $5,000 Shelter Home of Caldwell County P. O. Box 426 Lenoir, NC Child Advocacy Program project $10,000 Shelter Home of Caldwell County P. O. Box 426 Lenoir, NC Child Advocacy Program project. $5,000 Southern Appalachian Highlands Conservancy 34 Wall Street, Suite 502 Asheville, NC Blue Ridge Forever project. $25,000 Southern Environmental Law Center 601 West Rosemary Street, Suite 220 Chapel Hill, NC $240,000 Southwestern NC Resource Conservation & Development Council PO Box 1230 Waynesville, NC Building a Community Alliance for the Smoky Mountain Ag Dev. Center at Whittier project. $21,000 Strategic Leadership by Design 1010 Montague Court Sanford, NC Aspiring Superintendent Fellows Program Project $106,161 Support Center 3120 Highwoods Blvd Raleigh, NC General operating support for Generations Community Credit Union. $100,000 Sustain Charlotte 2317 Laburnum Ave. Charlotte, NC $15,000 Sustain Charlotte 2317 Laburnum Ave. Charlotte, NC $5,000 Sustain Charlotte 2317 Laburnum Ave. Charlotte, NC $15,000 Page 20 of 24 STATEMENT C

69 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Sustain Charlotte 2317 Laburnum Ave. Charlotte, NC $5,000 Thirtieth Judicial District Domestic Violence-Sexual Assault Alliance, Inc. P. O. Box 554 Waynesville, NC $30,000 Thirtieth Judicial District Domestic Violence-Sexual Assault Alliance, Inc. P. O. Box 554 Waynesville, NC Building A Foundation Through Cultural Competence Project. $10,000 Toxic Free NC 115 S. St Mary ' s Street, Suite D Raleigh, NC $27,500 Triangle Congregations, Associations and Neighborhoods 4907 Garrett Road Durham, NC $25,000 Triangle Congregations, Associations and Neighborhoods 4907 Garrett Road Durham, NC $25,000 Trout Unlimited National Office 1300 North 17th Street, Suite 500 Arlington, VA for its work in North Carolina. $15,000 Trust for Public Land 101 Montgomery Street, Suite 900 San Francisco, CA Land for Tomorrow. $75,000 University of North Carolina Chapel Hill Office of Sponsored Research, 104 Airport Drive, Ste. 2200, CB# 1350 Chapel Hill, NC Center for Urban and Regional Studies: North Carolina Cities. State of $8,548 University of North Carolina Chapel Hill Office of Sponsored Research, 104 Airport Drive, Ste. 2200, CB# 1350 Chapel Hill, NC Center for Urban and Regional Studies- North Carolina Cities. State of $5,106 Page 21 of 24 STATEMENT C

70 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid University of North Carolina Chapel Hill Office of Sponsored Research, 104 Airport Drive, Ste. 2200, CB# 1350 Chapel Hill, NC University of North Carolina Chapel Hill Office of Sponsored Research, 104 Airport Drive, Ste. 2200, CB# 1350 Chapel Hill, NC University of North Carolina Pembroke P.O. Box 1510 Pembroke, NC University of North Carolina Wilmington 601 South College Road Wilmington, NC University of North Carolina Wilmington 601 South College Road Wilmington, NC University of North Carolina Wilmington 601 South College Road Wilmington, NC Valdese Economic Development Investment Corporation PO Box 1225 Valdese, NC Wake Forest University 1834 Wake Forest Road Winston-Salem, NC WakeUP Wake County, Inc P. O. Box 6484 Raleigh, NC WakeUP Wake County, Inc. P. O. Box 6484 Raleigh, NC Institute for the Study of the Americas: Building Integrated Communities project. $57,107 Institute for the Study of the Americas: Building Integrated Communities project. $55,502 School of Education - PREP (Partnership for the Retention of Education Professionals) Project. $55,000 Feast Down East Food Sovereignty Project. $10,000 Feast Down East Food Sovereignty Project. $40,000 Feast Down East Food Sovereignty Project. $10,000 $20,000 Campaign for Wake Forest For scholarships: Joseph G. Gordon, NSR, NC middle income residents, annual awards to faculty members, Reynolds Professors supplements, and special undergraduate programs and needs. $550,631 For its Planning for Growth Sustainably: Using civic engagement to improve transit, land use, and drinking water project. $5,000 For its Planning for Growth Sustainably: Using civic engagement to improve transit, land use, and drinking water project. $15,000 Page 22 of 24 STATEMENT C

71 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid WakeUP Wake County, Inc. P. O. Box 6484 Raleigh, NC For its Public Schools First NC project $140,000 West End Revitalization Association, Inc. PO Box 661 Mebane, NC $20,000 Western NC Alliance 29 N. Market Street, Suite 610 Asheville, NC $50,000 Western NC Alliance 29 N. Market Street, Suite 610 Asheville, NC $25,000 Western NC Workers' Center PO Box 3025 Marion, NC $15,000 Wilderness Society 1615 M Street, NW Washington, DC Building a New Constituency for Western North Carolina's National Forests for the 21st Century project. $25,000 Wilderness Society 1615 M Street, NW Washington, DC Building a New Constituency for Western North Carolina's National Forests for the 21st Century project. $25,000 Wilson County Schools 117 N.E. Tarboro Street Wilson, NC Wilson Teacher Training Academy Project. $25,000 Winyah Rivers Foundation, Inc. PO Box Conway, SC To support its Waccamaw Riverkeeper Project work in North Carolina. $10,000 Working America Education Fund 815 Sixteenth Street NW 5th floor Washington, DC of its work in North Carolina. $50,000 Working America Education Fund 815 Sixteenth Street NW 5th floor Washington, DC $90,000 Page 23 of 24 STATEMENT C

72 UNPAID GRANTS Grantee Name and Address Foundation Status Description Unpaid Working Films, Inc. 602 S 5th Ave Wilmington, NC Reel Engagement in North Carolina project $20,000 Yadkin Riverkeeper Inc. 308 North Patterson Avenue Winston Salem, NC $5,000 Yadkin Riverkeeper Inc. 308 North Patterson Avenue Winston Salem, NC $30,000 Yadkin Riverkeeper Inc. 308 North Patterson Avenue Winston Salem, NC $5,000 Yadkin Riverkeeper Inc. 308 North Patterson Avenue Winston Salem, NC $25,000 Yadkin Riverkeeper Inc. 308 North Patterson Avenue Winston Salem, NC $10,000 TOTAL UNPAID GRANTS $16,906,901 Page 24 of 24 STATEMENT C

73 12/31/ Z. Smith Reynolds 102 West Third Street, Ste Winston- Salem, NC / Fax t' t 1 www,zsr.org Grantee's Acceptance and Un.derstaridinn Forin This statement is to assure the Z. Smith Reynolds Foundation ( Foundation ) that the following grant meets all requirements of the Tax Reform Act of 1969 and amendments thereto: GRANT RESOLUTJONi ON NOVEMBER 18, 2012, THE FOUNDATION RESOLVED TO MAKE A TWO-YEAR GRANT OF $200,000 TO THE SUPPORTCEN TER, RALk1GH, NC. FOR OENEI1AL OPLRATING SUPPORT POR GP.NERA11ONS COMMUNITY CREDIT UNION. THIS GRANT IS PAYABLE AT $100,000 IN YEAR ONE ANT) $100,000 a' YEAR TWO. YEAR TWO IS CONTINGENT lrpon GENERATIONS' PREPARATION OF A PROJECTED 5-YEAR BREAK-EVEN PLAN FOR THE CRF.nrr UNION. AI.L FUNDS GRANTED MUST BE USED FOR THE ACCOMPLISHMENT OP CHARITABLE PURPOSES IN THE STATE OFNORTH CAROLINA. NO PART OP THIS OKANT MAY BE USED FOR THE PAYMENT OF COSTS OR EXPENSES ASSOCIATED WITH ANY OFFICE Olt. ACTIVITY OFSAn) ORANTEE OUTSIDE OF NORTH CAROLINA EXCRPT 10 THE EXTENT THAT SUCH COSTS OR EXPENSES ARE DIRECI LY ASSOCIATED WITH THIS GRANT. This grant is herewith acknowledged and accepted for payment at the appropriate time under the following conditions; 1. Grantee confirms that the Internal Revenue Service has determined that It is an organization described in Section 501(c)(3) of the Internal Revenue Code and is a publicly-supported organization and not a private foundation, and that said determination has not been revoked; or grantee confirms that it is a governmental agency, Grantee will use this grant only for charitable and educational purposes consistent with such tax-exempt status. 2 This grant will be used only for the purposes specifically set forth above under GRANT RESOLUTION, Any portion of this grant not used for these purposes will be repaid to the Foundation. Any condition or purpose set forth in the grant resolution or in this Grant Agreement shall take precedence over any conflicting provision in the proposal submitted by the Grantee. Unless otherwise staled, the period of the grant shall be one year from the date of the grant resolution. Should the grantee desire to extend the period for grant expenditures beyond one year, it should complete the grant extension form found at and submit it to oc invent zg prior to the end of the original grant period, 3. A written report will be submitted to the Foundation by Grantee annually, or at such other intervals as reasonably requested by the Foundation, an the manner in which the funds ore spent and the progress made in accomplishing the purposes of the grant. (Sec reporting requirements on page 3.) 4. A full end complete final written report, showing expenditures of funds and the progress made In accomplishing the purposes of the grant, will be submitted to the Foundation when all funds have been expended. (See reporting requirements on page 3.) 5. Records of receipts and disbursements will be maintained by Grantee and such books and records will be made available to the Foundation or Its representative upon request. 6. Grantee confirms that (a) this grant is riot euniuukcd to be used for lobbying ar in An attempt to influence legislation, and (b) if this grant is a projectspeoiflo grant, the amount of this grant, together with other grants fruit the Foundation for the same project during the same year, does not exceed the budgeted by Grantee for the year of this grant for project-specific activities that are not lobbying or attempts to it>flucnou legislation. If this grant is disbursed over a period of more than one year, the preceding requirements shall apply to each year of the grant, measured by the amount disbursed by the Foundation in each year, 7. Grantee will not use any of these grant funds for any purpose or activity which would constitute a taxable expenditure under Section 4945 or a political expenditure under Section 4955 of the code. including without limitation any activity that would constitute participation or Intervention in any political campaign on behalf of (or In opposition to) any candidate for public office, or to undertake any activity or Rind any expenditure for any purpose other than one specified in Section 170(c)(2 )(B) of the Code. 8. This grant will be used only for expenses incurred during the grant period, unless an extension is requested by the Grantco and approved by the Foundation. Any portion of the grant not used for expenses incur red during the grant period or any approved extension thereof shall be returned to the Foundation at the conclusion of the grant period Of authorized extension thereof, as applicable. The grant may not be used to pay for expenses incurred prior to the grant resolution data unlcae approved by cite Foundnnon. 9. Grantee will promptly notify the Foundation if Grantee's tax-exemption status is revoked or modified in any way. 10, Grantee accepts and will retain full responsibility for compliance with the grant terms and conditions. The Foundation has not directed and does not have authority to direct that funds from this grant be distributed to any designated third party. 11, Grantee certifies that all funds will lie expended for, and must be used for the actual, direct accomplishment of, one or more charitable purposes within the State of North Carolllta. 17, The person signing below certifies his or bar authority to execute this agreement on behalf of Grantee, IN WITNESS WHEREOF, this Grantee ' s Acceptance and Understanding is duly executed this 1tfl'day of 20. NAME OFU(INTEr. ORGANIZATION ^f d By: /1^ _ Title: CE -C) President or Other Authorized Official STATEMENT D PAGE 1 OF 1

74 Z. SMITH REYNOLDS FOUNDATION, INC 102 WEST THIRD STREET WINSTON-SALEM, NC EIN: THE FOUNDATION ENTERED INTO AN "EARMARKED " GRANT AGREEMENT UNDER TREAS. REG. SECTION (a)(6) ON DECEMBER 30, 2011 WITH THE NORTH CAROLINA MINORITY SUPPORT CENTERT (SUPPORT CENTER). ON JANUARY 31, 2012 THE FOUNDATION PAID THE GRANT TO THE SUPPORT CENTER FOR $125,000. THE FOLLOWING REPORT WAS PROVIDED BY THE SUPPORT CENTER FOR THE USE OF THE GRANT FUNDS AND COMPLIANCE WITH THE GRANT TERMS AS REQUIRED BY TREAS. REG. SECTION (c). Statement E Page 1 of 5

75 Z. Smith Reynolds Foundation, 12/31/2013 EIN Inc. STRATEGIC GRANT REPORTING FORM Support Center 3120 Highwoods Blvd., Suite 350 Raleigh, NC (919) Grant Award Date : 11/18/2011 Grant : $125, Mr. Armeer Kenchen akenchen@ gencomcu.org Title of Project : for Generations Community Credit Union. Date of Report: April 22, 2013 Have all of the grant funds been spent? Yes 1. The "anticipated short-term results" that were listed In your application for this grant were as follows: a.) Leverage our capital to increase wealth in poorer communities. Short-term result - Increased access to mortgage loan capital 2 - Year Goal - $12 million in loans to 120 families Approach -- As a credit union, we have access to capitalfrom depositors and investors. Our strategy is to deploy this capital in the under-served communities of our service area. b.) Leverage our resources to assist families in reducing debt and building strong credit ratings Short-term result - increased access to capital and financial counseling 2 -- Year Goal - $8 million in loans; counseling for 300 families Approach -- There Is loan demand, as evidenced by our success over the past nine months. We will continue efforts to make affordable loan capitol accessible. c.) Leverage our deposit accounts to increase savings Short-term result --increase in members' savings 2 - Year Goal - 100% increase in new membership growth and member-share deposits Approach - Good deposit rates, with lower minimum requirements. We have developed Innovative programs to encourage savings. One example is our share-builder loan, where we provide loan capital, increase savings, and build credit - all at once. Statement E Page 2 of 5

76 Z. Smith Reynolds Foundation, Inc. 12/31/2013 EIN STRATEGIC GRANT REPORTING FORM 2. If applicable, explain how and why these short-term results have been revised or refined during the course of the grant period? 3. Please provide evidence of the extent to which your organization has achieved or made progress toward each short-term result. If you had to revise your results, please provide this evidence for both the original and the revised results. By evidence, we mean what is better or different because of your organization's work towards each result? If you have data you can include, please do so. From December 2011 through April 2013, we have deployed more than 511 million in loan capital. Sixty-one percent of these dollars, $6.9 million in total, was for single-family home mortgages. The balance was consumer-finance or small business loans. In deploying this capital, we also provided counseling to more than 650 consumers. Mortgage Lending 2-Year Goal - $12 million in loans Access to Capital 2-Year Goals - $8 million in loans Counseling families Increase in Savings and Membership Results after 15 months - $6.9 million In loans Results after 15 months - $4.5 million in loans Results after 15 months families Results after 15 months - $1.2 million (savings) & 1,432 new members 4. Did the work that was accomplished with this grant meet the need(s) of the people/community/place it was Intended to meet? Please describe the scale to which you believe the grant was able to meet the need(s). All of our work is done within our branch footprint in north-eastern North Carolina. There is some lending activity, however, which happens in the Charlotte region. This Is a very small amount, but Is still centered around low-wealth communities 5. What has your organization learned while working to achieve the above-mentioned results? To what do you attribute your successes and failures? Please include lessons learned from any collaborations you may have engaged In, methods/strategies you used, challenges you faced, etc. We continue to focus on outreach within our communities. While we have achieved a certain level of success we are still a relative unknown to the maiority of folks in our service area. We are challenged, however, with respect to marketing We do not have a marketing department, so all our activity in this area is haphazard at best. In order to achieve greater impact with respect to marketing, we would either need more income or increased grant support. 6. List any other funds or in-kind resources, by source and amount, donated to the project during the period of the ZSRF grant support. If this was a general operating support grant, please state any other significant funding your organization received during the course of this grant. Statement E Page 3 of 5

77 Z. Smith Reynolds Foundation, Inc. 12/31/2013 EIN STRATEGIC GRANT REPORTING FORM We received a state Economic Development capacity grant ($700, 000 for ) passed through by the North Carolina Support Center. 7. If this was a project support grant, briefly summarize future plans and funding prospects for the project, if you plan to continue it. 8. IF THIS WAS A GENERAL OPERATING SUPPORT GRANT, PLEASE SUBMIT A COPY OF YOUR ORGANIZATION'S ACTUAL REVENUE AND EXPENSES FOR THE FISCAL YEAR (S) OF THE GRANT (ONE PAGE PER YEAR ). SPECIFIC WAY, PLEASE STATE THAT ON A SEPARATE PAGE. IF ZSR FUNDS WERE USED IN A MORE IF THIS GRANT WAS FOR PROJECT SUPPORT (AS OPPOSED TO GENERAL OPERATING SUPPORT), WE HAVE ATTACHED THE ORIGINAL PROJECT BUDGET YOU SUBMITTED TO US. PLEASE CREATE AND SUBMIT AN IDENTICAL PROJECT BUDGET THAT SHOWS THE ORIGINAL PROJECT BUDGET AS WELL AS HOW ZSR FUNDS WERE SPENT. FOR ONE-YEAR GRANTS, REPORT SHOULD BE SUBMITTED 15 MONTHS FROM THE DATE OF PAYMENT. FOR TWO-YEAR GRANTS, REPORT SHOULD BE SUBMITTED 12 MONTHS FROM THE DATE OF FIRST PAYMENT AND 15 MONTHS FROM THE DATE OF FINAL PAYMENT. FOR THREE-YEAR GRANTS, REPORT SHOULD BESUBMITTED 12 MONTHS FROM THE DATE OF FIRST PAYMENT, 1Z MONTHS FROM THE DATE OF SECOND PAYMENT, AND 15 MONTHS FROM THE DATE OF FINAL PAYMENT. ALL REPORTS SHOULD BE SUBMITTED TO DOCUMENTSCa7ZSR.ORG. Statement E Page 4 of 5

78 Z. Smith Reynolds Foundation, Inc. 12/31/2013 EIN Generations Community Credit Union-Combined Inconw Statement Source: Actual Jan - 1 Feb -12 Mar-12 Apr-1 May-12 Jun- Jul32 Aug -12 Sep12 Oct-1 Nov -1 c-12 YTD Interest Income Interest On Loans Real Estate Loans 1st Mortgage Loans 14,835 12,122 19,938 15,872 13,845 16,061 13,918 15,156 13, 548 8,381 8,685 12, ,819 1st Mortgage Loans - AdjRate 40,001 58,608 77,922 25, ,212 71,935 65,145 43,299 53,284 54,572 49,941 57, Total Real Estate Loans 54,836 70,729 97, ,981 73,056 87,996 79,063 58,455 66,832 62,953 58,627 69, ,837 Use of Credit Loans Other Loans Member loans , , ,463 Secured Loans 5,155 3,626 6,257 4,496 3,284 6,904 1,899 5,087 5,464 5,295 4,583 5,434 57,484 SIGnature/Credit Card 4,391 3,921 3,814 3,742 3,874 3,506 2,707 3,172 2,975 2,971 3,927 4,833 43,833 New Vehicle SOS ,051 1,116 1,126 7,624 Used Vehicle 10,746 9,318 10,948 10,483 11,447 11,970 12,536 13,052 12,688 12,429 13,801 13, ,293 Other Loans 19,956 15,490 17,556 15,522 16,707 14,842 16,542 15,480 13,019 16,345 14,145 17, ,617 Total Other Lo4ns. 40,712 33,561 39,416 34,784 36,021 39,514 35,271 38,425 35,809 38,615 42,199 42, ,312 Total Interest On Loans: 95, , ,276 75, , , ,334 96, , , , ,483 1,278,201 Investments Corporate overnight Account (4,421) Total Investments (4,421) Total interest income: 96, , ,753 76, , , ,852 97, ,902 97, , ,229 1,278,698 Interest Expense Dividends on Shares Regular Shares 1,646 1,598 1,644 1,561 1,568 1,749 1,495 1,535 1,812 1,570 1,576 1,407 19,161 Share Certificates elyr 23,439 22,557 24,863 21,060 20,775 19,288 19,901 21,757 18,869 19,798 17,090 18, ,649 Total Dividends an Shares, 25,085 24,155 26,507 22,621 22,343 21,037 21,396 23,292 20,680 21,368 18,667 19, ,810 Interest on Borrowed Money Total Interest Expense: 25,085 24,155 26,507 22,621 22,343 21,037 21,396 23,292 20,680 21,368 18,667 19, ,810 Net Interest Income: 70,964 80, ,246 53,904 87, ,850 93,456 73,918 82,222 75,779 82,365 93,570 1,011,888 Provision for Loan Losses 11, , ,061 10,861 6,246 71,174 12, , ,084 Net Interest Income After PILL: 59,262 80, ,246 38,575 87, ,850 58,395 G3,057 75,976 4,605 69,621 47, ,805 Non-Interest Income Fee Income 12,094 10,085 9,188 11,399 11,063 12,423 12,508 13,229 11,589 12,351 13,194 12, ,474 Other Operating income (68) ,032 Non-Operating Gam/(Loss) 1, , ,060 8, , , ,210 59,720 32, , ,757 Total Non-Interest Income: 13, , ,441 20,214 11, ,503 13,437 15, ,306 72,199 46, , ,266 Non-Interest Expense Employee Compensation 62,780 61,446 61,881 62,609 60,273 59,259 61,529 57,418 54,180 50,296 50,185 51, ,445 Employee Benefits 13,732 13,039 13,255 7,708 15,780 21,616 13,890 18,886 10,439 5,068 19,669 9, ,522 Travel & Conference 1,136 1,909 4,409 4,193 2,519 6,732 (1,618) 5,276 (515) 2,056 7,123 4,480 37,700 Assaelatton Ducs 1, , , ,062 Office Occupancy 5,386 12,348 3,896 9,097 8,222 9,818 9,686 10,556 10,161 10,415 9,094 8, ,972 OtficeOperatio ss 41,165 26,669 45,106 38,587 28,466 44,027 33,762 33,477 26,235 28,885 31,479 28, ,332 NCUAStabilization EXP , ,745 Publicity and Promotions Expenst , ,826 Loan Servicing Expense ,620 19,740 (5,558) 2,968 3,016 4,847 2,897 3,928 3,946 4,082 2,933 53,331 Professional and Outside Services 23,380 22,846 20,649 27,795 22,219 17,163.20,555 18,214 19,326 23,487 23,461 18, ,452 Cash Over/Short (5) 3 (127) (341) 116 (45) Annual Meeting ,501 Misc Operating Exp (424) (1,365) (22) (17) (240) 1,566 1, , ,0 60 8,688 Total NoreInterest Expense: 153, , , , , , , , , , , ,703 1,759,363 Net Income(Loss): (81,431) 72,662 53,127 (87,410) (42,404) 110,035 (72.965) (69,921) 111,980 (53,367) (31,588) 114,987 23,705 Net Income(Loes) After Reserve T (81,431) 72,662 53,127 (87,410) (42,404) 110,035 (72,965) (69,921) 111,980 (53,367) (31,588) 114,987 23,705 Statement E Page 5 of 5

79 Z. Smith Reynolds Foundation, Inc. 102 West Third Street Winston-Salem, NC /13 EIN: Re: Form 990-PF Part VII-A Question 12 In the current year Z. Smith Reynolds Foundation, Inc. made a $2,500 distribution to the Winston-Salem Foundation (EIN: ), for the Stephen L. Neal Advised Fund, which is a donor-advised fund over which a trustee (disqualified- person) had advisory privileges. The Foundation treated this contribution as a qualifying distribution. The Foundation ' s contribution will be used to accomplish a purpose or purposes described in section 170(c)( 2)(B) because the Winston - Salem Foundation, which has final authority over the use of any funds contributed to the Stephen L. Neal Advised Fund, is an organization exempt from tax under section 501 (c)(3) of the Code, and is classified as a public charity under section 509(a )( 1) of the Code. Furthermore, as a condition of making the aforementioned contribution pursuant to the Foundation's matching grants policy, the Foundation required the trustee who possesses advisory privileges with respect to the Stephen L. Neal Advised Fund to agree in writing to recommend to the Winston-Salem Foundation that the funds contributed by the Foundation be distributed to one or more organizations that are exempt from tax under section 501(c)(3). Statement F

80 I k-l)in.1nu TLUN Y UK JJU-rtr, &Axr IV Z. SMITH REYNOLDS FOUNDATION INC ' PAGE 1 OF 1 Part IV Caoital Gains and Losses for Tax on Investment Income (a) List and describe the kind(s) of property sold, e.g., real estate, (b How acquired (c Date acquired (d) Date sold 2-story brick warehouse; or common stock, 200 shs. MLC Co. D - Purchase 'mo., D - Donation day, yr.) (mo., day, yr.) la SHS INTER TERM INVEST GR ADM P VARIOUS VARIOUS b SHS INTER TERM INVEST GR ADM P VARIOUS VARIOUS c SHS SHORT TERM INVEST GR ADM P VARIOUS VARIOUS d SHS INTL BOND IX ADMIRAL P VARIOUS VARIOUS e SHS INTL STOCK IX ADMIRAL P VARIOUS VARIOUS f SHS INTL STOCK IX ADMIRAL P VARIOUS VARIOUS SHS BOND MKT INDEX ADM P VARIOUS VARIOUS h SHS BOND MKT INDEX ADM P VARIOUS VARIOUS SHS STOCK MKT IDX ADM P VARIOUS VARIOUS SHS STOCK MKT IDX ADM P VARIOUS VARIOUS k CAPITAL GAINS DIVIDENDS m n 0 (e) Gross sales price (f) Depreciation allowed (or allowable) (g) Cost or other basis plus expense of sale (h) Gain or (loss) (e) plus (f) minus (g) a 2, 954, , 108, 583. <153, 749.: b 65, , 452. <862.: c 4, 002, , 020, 299. <17, 932.: d , 265. e , 127. f , , 928, , 078, 184. <149, 985.: h <1 729.: 1, 637, , 428, k 46, , m n 0 Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (I) Losses (from col. (h)) (i) F.M.V. as of 12/31/69 (j) Adjusted basis as of 12/31/69 (k) Excess of col. (Q over col. (I), if any Gains (excess of col. (h) gain over col. (k), but not less than "-0") 1 a < : b <862.: c < : d 1, 265. e 9, 127. f 18, 743. <149, 985.: h <1, , k 46, 692. m n 0 If gain, also, en enter in Part I line 7 ), 2 Capital gain net income or (net capital loss f If s), en ter '- 0= in Part I, l i ne , Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column (c). If (loss), enter %02 in Part I, line 8 3 N / A