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OREGON FOOD BANK, INC.

__________

Audited Financial Statements

And Reports Required By OMB Circular A-133

__________

For the Year Ended June 30, 2013

Jake Jacobs, C PA

Shareholder

Susan J. Marks, C PA

Shareholder

Mark A. Clift, C PA

Shareholder

Karin S. Wandtke, C PA

Shareholder

Sang Ahn, C PA

Shareholder

Gerard DeBlois Jr., C PA

Shareholder

Jill OswaldShareholder

Mary Strasdin, C PA

Principal

Dennis C. Johnson, C PA

of counsel

A C C O U N TA N T S & C O N S U LTA N T S

McDonald Jacobs, PC

520 SW Yamhill Suite 500 Portland, Oregon 97204P: 503 227 0581 F: 503 274 [email protected] www.mcdonaldjacobs.com

Strength in Numbers

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INDEPENDENT AUDITOR’S REPORT

To the Board of Directors Oregon Food Bank, Inc. Report on the Financial Statements We have audited the accompanying financial statements of Oregon Food Bank, Inc., which comprise the statement of financial position as of June 30, 2013, and the related statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the organization’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the organization’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oregon Food Bank, Inc. as of June 30, 2013, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Report on Summarized Comparative Information We have previously audited Oregon Food Bank, Inc.’s 2012 financial statements, and we expressed an unmodified audit opinion on those audited financial statements in our report dated October 31, 2012. In our opinion, the summarized comparative information presented herein as of and for the year ended June 30, 2012 is consistent, in all material respects, with the audited financial statements from which it has been derived. Other Matters Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The schedule of expenditures of federal awards, as required by Office of Management and Budget Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 30, 2013 on our consideration of Oregon Food Bank, Inc.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Oregon Food Bank, Inc.’s internal control over financial reporting and compliance.

Portland, Oregon October 30, 2013

OREGON FOOD BANK, INC.STATEMENT OF FINANCIAL POSITION

June 30, 2013(With comparative totals for 2012)

2013 2012ASSETS

Current assets:Cash and cash equivalents 2,739,426$ 1,140,099$ Accounts and other receivables, net 475,931 391,488Pledges receivable, net 170,685 263,900Certificates of deposit 4,662,544 4,537,735Inventory 5,229,844 4,329,503 Prepaid expenses and unemployment deposit 663,212 736,590

Total current assets 13,941,642 11,399,315

Certificates of deposit, long term 2,598,327 4,553,252 Designated quasi-endowment investments 5,374,557 4,070,358Designated investments for annuity agreements 138,539 138,017Pledges receivable, net of current portion 87,000 103,700Property and equipment, net 15,664,521 15,912,558

TOTAL ASSETS 37,804,586$ 36,177,200$

LIABILITIES AND NET ASSETS

Current liabilities:Accounts payable 344,155$ 322,371$ Agency pass-through payable 177,271 38,958 Accrued payroll and vacation 486,295 464,127 Advance deposits 390,445 409,353 Annuity agreement liability, current portion 11,343 11,343 Total current liabilities 1,409,509 1,246,152

Long-term accrued expenses 65,033 131,303 Annuity agreement liability, less current portion 106,620 109,560

Total liabilities 1,581,162 1,487,015

Net assets:Unrestricted:

Undesignated 6,924,522 7,974,430 Board designated 8,574,557 6,720,358 Net property and equipment 15,664,521 15,912,558

Total unrestricted 31,163,600 30,607,346 Temporarily restricted 5,059,824 4,082,839 Total net assets 36,223,424 34,690,185

TOTAL LIABILITIES AND NET ASSETS 37,804,586$ 36,177,200$

See notes to financial statements.- 3 -

OREGON FOOD BANK, INC.STATEMENT OF ACTIVITIESFor the year ended June 30, 2013

(With comparative totals for 2012)

2013Temporarily 2012

Unrestricted Restricted Total TotalSupport and revenue:

Contributions 12,199,359$ 314,511$ 12,513,870$ 12,886,454$ Waterfront Blues Festival, net of expenses of $1,514,970 for 2013 and $1,193,931 for 2012 757,191 - 757,191 928,631 Harvest Dinner, net of expenses of $135,045 for 2013 and $142,971 for 2012 380,741 - 380,741 462,020 Government support 2,283,642 - 2,283,642 1,680,335 Share contributions 434,165 - 434,165 556,019 Food-to-buy program 3,001,477 - 3,001,477 3,061,529 Government commodities - 8,277,999 8,277,999 4,565,703 Net investment income and other income 490,798 - 490,798 114,834 Donated goods and services 112,577 32,094,852 32,207,429 29,822,527 Net assets released from restrictions:

Satisfaction of purpose restrictions 39,710,377 (39,710,377) - - Total support and revenue 59,370,327 976,985 60,347,312 54,078,052

Expenses:Food collection, warehousing and

distribution programs 54,309,834 - 54,309,834 52,397,962 Advocacy 474,054 - 474,054 467,158 Other programs 636,016 - 636,016 663,545

Total program services 55,419,904 - 55,419,904 53,528,665 Supporting services:

Management and general 1,038,054 - 1,038,054 1,081,454 Fundraising 2,356,115 - 2,356,115 2,269,823

Total expenses 58,814,073 - 58,814,073 56,879,942

Change in net assets 556,254 976,985 1,533,239 (2,801,890)

Net assets:Beginning of year 30,607,346 4,082,839 34,690,185 37,492,075

End of year 31,163,600$ 5,059,824$ 36,223,424$ 34,690,185$


AdvocacyFood and Other Management Fund- 2012

Programs Programs and General Raising Total TotalOperating activities:

Salaries and related expenses 4,982,144$ 812,413$ 688,785$ 1,506,046$ 7,989,388$ 7,904,099$ Purchased contract services 72,867 106,594 78,121 50,443 308,025 491,118 Supplies and miscellaneous 262,889 18,687 19,767 147,011 448,354 401,048 Telephone and computer support 112,824 13,416 51,610 75,318 253,168 215,993 Postage and shipping 3,084 814 3,615 84,823 92,336 95,979 Transportation 699,944 - - - 699,944 608,720 Occupancy 500,305 13,880 8,944 29,368 552,497 558,586 Insurance 86,591 103 11,951 8,781 107,426 103,607 Equipment and maintenance 83,410 4,649 15,416 9,319 112,794 284,374 Printing and publications 30,860 16,534 5,059 192,231 244,684 221,258 Travel 76,607 61,132 25,929 9,609 173,277 167,933 Conferences and meetings 97,315 19,963 24,731 7,623 149,632 207,513 Food related costs 339,939 21,218 - - 361,157 451,473 Dues and fees 31,592 6,265 75,973 208,627 322,457 328,718 Agency grants - discretionary 604,103 - - - 604,103 1,041,856 Depreciation and amortization 670,928 14,402 28,153 26,916 740,399 712,016 Total operating activities 8,655,402 1,110,070 1,038,054 2,356,115 13,159,641 13,794,291

Pass-through activities:Federal 242,935 - - - 242,935 311,397 State 629,796 - - - 629,796 478,791 Other pass-through 197,214 - - - 197,214 64,852 Designated contributions 80,388 - - - 80,388 185,085 Change in value of annuity

agreements and payments 11,343 - - - 11,343 11,421 Total pass-through activities 1,161,676 - - - 1,161,676 1,051,546

Value of product distributed:USDA/TEFAP goods distributed 7,933,635 - - - 7,933,635 4,827,688 Donated goods distributed 31,425,021 - - - 31,425,021 30,323,774 Food-to-buy goods distributed 2,941,845 - - - 2,941,845 3,009,596 Purchased product distributed 2,192,255 - - - 2,192,255 3,873,047 Total value of product distributed 44,492,756 - - - 44,492,756 42,034,105

Total expenses 54,309,834$ 1,110,070$ 1,038,054$ 2,356,115$ 58,814,073$ 56,879,942$

2013

OREGON FOOD BANK, INC.STATEMENT OF FUNCTIONAL EXPENSES

For the year ended June 30, 2013(With comparative totals for 2012)


OREGON FOOD BANK, INC.STATEMENT OF CASH FLOWSFor the year ended June 30, 2013

(With comparative totals for 2012)

2013 2012Cash flows from operating activities:

Change in net assets 1,533,239$ (2,801,890)$ Adjustments to reconcile change in net assets to net

cash provided by (used by) operating activities:Depreciation and amortization 740,399 712,016 Net realized/unrealized (gain) loss on investments (294,452) 107,994 (Gain) loss on disposal of equipment (5,951) 6,589 (Increase) decrease in:

Accounts and pledges receivable (121,428) 81,731 Inventory (900,341) 591,031 Prepaid expenses and unemployment deposit 73,378 (163,935)

Increase (decrease) in:Accounts payable and accrued expenses (22,318) 78,540 Agency pass-through payable 138,313 (5,607) Advance deposits (18,908) 36,189 Annuity agreements (3,462) 13,764

Net cash provided by (used by) operating activities 1,118,469 (1,343,578)

Cash flows from investing activities:Purchase of property and equipment (498,311) (488,575) Proceeds from sale of property and equipment 11,500 - Proceeds from investments and certificates of deposit 5,546,913 6,084,026 Additions to investments and certificates of deposit (4,726,144) (5,640,139) Net cash provided by (used in) investing activities 333,958 (44,688)

Cash flows from financing activities:Payments on pledges restricted to capital campaign 146,900 344,880 Net cash provided by financing activities 146,900 344,880

Net increase (decrease) in cash and cash equivalents 1,599,327 (1,043,386)

Cash and cash equivalents - beginning of year 1,140,099 2,183,485

Cash and cash equivalents - end of year 2,739,426$ 1,140,099$


OREGON FOOD BANK, INC. NOTES TO FINANCIAL STATEMENTS

June 30, 2013

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1. DESCRIPTION OF THE ORGANIZATION

Oregon Food Bank's (OFB or the Organization) mission is to eliminate hunger and its root causes ... because no one should be hungry. OFB formed in 1988, when Interagency Food Bank merged with Oregon Food Share. The Interagency Food Bank collected and distributed donated food in the Portland metropolitan area; Oregon Food Share collected and distributed donated food to Interagency Food Bank and the rest of the state of Oregon. Today OFB serves as the hub of a network of hunger relief agencies that serve Oregon's 36 counties, and Clark County, Washington. Food is received from farms, manufacturers, wholesalers, retailers and individuals. OFB is authorized through the State of Oregon to receive commodities from the United States Department of Agriculture (USDA) for distribution in Oregon. Oregon Food Bank also purchases food to supplement donations received. Food is distributed to twenty Regional Food Banks (RFBs) in Oregon and Clark County, Washington. The RFBs in turn, distribute the food to 953 food pantries, soup kitchens, shelters, and other programs that offer assistance to low-income individuals and families. These programs are referred to as Partner Agencies (PAs). OFB operates four of the twenty regional food banks. The number of sites and agencies served by Oregon Food Bank's RFBs are:

As of June 30 2013 2012 Metro 221 224 Washington County 83 87 Southeast Oregon 23 22 Tillamook County 27 25

In addition to collecting and distributing food, OFB operates advocacy and public education programs. Advocacy efforts focus on outreach to underserved populations, research, and public policy issues that affect the root causes of hunger. In addition, "Learning Gardens" and nutrition education programs seek to increase peoples' abilities to grow, purchase and prepare their own food.

OREGON FOOD BANK, INC. NOTES TO FINANCIAL STATEMENTS, Continued

June 30, 2013

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1. DESCRIPTION OF THE ORGANIZATION, Continued OFB secures funding for and acts as a pass-through fiscal agent of funds and food for RFBs and selected PAs. OFB is a certified member of Feeding America, a national hunger-relief organization of food banks and food rescue organizations. U.S. Government Programs The Emergency Food Assistance Program (TEFAP) TEFAP supplements the diets of some low-income Americans, by providing them with emergency food and nutrition assistance at no cost. USDA allocates TEFAP commodities to each state. States designate an agency to order, store, distribute and track TEFAP commodities, as well as monitor distribution sites. These distribution sites provide the commodities for household consumption or use them to prepare and serve meals in a congregate setting. Recipients of food for home use must meet income eligibility criteria set by the states. Recipients of foods prepared from USDA commodities at congregate feeding sites are presumed to be low income and are therefore not subject to eligibility criteria. Oregon Housing and Community Services (OHCS) is the designated state agency responsible for oversight of TEFAP commodities and operating funds. OHCS has contracted with OFB to serve as the State Coordinating Agency (SCA) for distributing TEFAP commodities and operating funds. As an SCA, OFB contracts with RFBs for the distribution of commodities to PAs who distribute food to low-income people. In addition, as an RFB, OFB contracts with PAs in Clackamas, Multnomah, Washington, Tillamook, Malheur and Harney counties, to distribute commodities to low-income people. Agencies receiving commodities for distribution must be members in good standing with OFB and meet the state and federal requirements for eligibility which include tax exempt status, capacity to ensure accountability through proper record keeping and inventory procedures, and safe storage and distribution practices. Agencies also must complete and sign the USDA Sub-Distribution Agreement.

TEFAP funds are first split 50-50 between OFB (as the SCA) and 20 RFBs (including the 4 OFB branches). The Network TEFAP funds are allocated to the RFBs using the most recent 5 year US Census ACS data for poverty by county (weighted 60%) and county unemployment (weighted 40%).

TEFAP commodities are allocated using the same formula after a .75% base is allotted to each RFB. Unemployment figures are updated twice in the year (May and November) for food allocation. The spring figure is used for the funds allocation for the federal fiscal year.


June 30, 2013

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1. DESCRIPTION OF THE ORGANIZATION, Continued RFBs submit reimbursement requests to OFB for their personnel, storage, distribution and other related expenses. Reimbursement for these expenses, up to the allocated amount of funds available, represents grants of federal funds to subrecipients. A portion of direct costs of personnel, storage, and distribution expenses incurred by OFB and RFBs for the operation of the USDA commodities program are reimbursed by the State of Oregon using funds provided by the United States Department of Agriculture through the TEFAP. Emergency Food and Shelter Program (EFSP) OFB makes bulk purchases of food for local agencies in Clackamas, Multnomah, Washington, and Malheur counties. It is reimbursed for its bulk purchases with funds from the U.S. Federal Emergency Management Agency (FEMA) Emergency Food and Shelter Program (EFSP) which are passed through by government or other agencies. Continued funding levels of TEFAP and FEMA EFSP programs are subject to annual renewal by the Congress of the United States.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation Net assets and all balances and transactions are presented based on the existence or absence of donor-imposed restrictions. Accordingly, the net assets of the Organization and changes therein are classified and reported as unrestricted or restricted net assets. Unrestricted net assets are those that are not subject to donor-imposed stipulations. Temporarily restricted net assets are subject to donor-imposed stipulations that will be met, either by actions of the Organization and/or the passage of time.

Cash and Cash Equivalents For purposes of the statement of cash flows, the Organization considers all highly liquid investments available for current use with maturities of three months or less at the time of purchase to be cash equivalents. Accounts Receivable Accounts receivable are reported at the amount management expects to collect on balances outstanding at year-end. Based on an assessment of the credit history with those having outstanding balances and current relationships with them, management has concluded that realization losses on balances outstanding at year-end will be immaterial.


June 30, 2013

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued Pledges Receivable Contributions, which include unconditional promises to give (pledges), are recognized as revenues in the period the Organization is notified of the commitment. Conditional promises to give are not recognized until they become unconditional, that is when the conditions on which they depend are substantially met. Bequests are recorded as revenue at the time the Organization has an established right to the bequest and the proceeds are measurable. Investments Investments are held in marketable securities and are carried at fair value. Inventory Inventory consists of donated food and grocery products, U.S. Department of Agriculture (USDA) commodities, and purchased product. Donated goods inventory is stated at the estimated wholesale fair market value. USDA commodities are stated at the value provided by the Department of Agriculture. Purchased product inventory is stated at cost on a first-in first-out basis. Donated goods inventory is recorded at $1.39 per pound, which is the estimate wholesale fair value of the donations. Property and Equipment Acquisitions of property and equipment in excess of $5,000 are capitalized. Property and equipment purchased are recorded at cost. Donated assets are reflected as contributions at their estimated values on the date received. Depreciation Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets which range from 3 to 40 years. Beginning in 2012, management's assessment of the expected useful life of trucks was increased from five to ten years. Income Tax Status Oregon Food Bank, Inc. is a nonprofit corporation exempt from federal and state income tax under section 501(c)(3) of the Internal Revenue Code and applicable state law. No provision for income taxes is made in the accompanying financial statements, as the Organization has no activities subject to unrelated business income tax. The Organization is not a private foundation. The Organization’s information returns for years ended June 30, 2009 and prior are generally no longer subject to examination by taxing authorities in its major tax jurisdictions.


June 30, 2013

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued Donated Assets and Services Donations of food and grocery products by the food industry, other businesses, community organizations and individuals are recorded as support at their estimated wholesale fair value currently stated at $1.39 per pound. To arrive at the estimated wholesale fair value per pound, OFB uses the approximate average value based on an independent accountants' report to Feeding America. The report is used as a guide to determine an average rate that reflects the specific composition of inventory held by OFB. The two most recent reports valued donated product at $1.69 for the calendar year ending 2012 and $1.66 for the calendar year ending 2011. Approximately 23.1 million and 21.6 million pounds of donated product, net of adjustments, were received from the above referenced sources during the years ended June 30, 2013 and 2012, respectively. Inventory of current-year product donations not distributed is reflected as a temporarily restricted net asset. Donations of property, equipment, materials and other assets are recorded as support at their estimated fair value at the date of donation. Such donations are reported as unrestricted support unless the donor has restricted the donated asset to a specific purpose. The Organization recognizes donated services that create or enhance nonfinancial assets or that require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation. During the year ended June 30, 2013, the Organization received approximately $32,000 for marketing services. Other services received are primarily for a special event. A substantial number of volunteers have donated their time in various OFB programs and special events. Restricted and Unrestricted Revenue and Support Support from contributions that are restricted by the donor is reported as an increase in unrestricted net assets if the restriction expires in the reporting period in which the support is recognized. All other donor-restricted support is reported as an increase in temporarily or permanently restricted net assets, depending on the nature of the restriction. When a restriction expires (that is, when a stipulated time restriction ends or purpose restriction is accomplished), temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions. Advertising Advertising costs are charged to expense as incurred.


June 30, 2013

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Expense Allocation The costs of providing various programs and other activities have been summarized on a functional basis in the statement of activities and in the statement of functional expenses. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain accounts in the prior-year financial statements have been reclassified for comparative purposes to conform with the presentation in the current-year financial statements. Summarized Financial Information for 2012 The financial information as of June 30, 2012 and for the year then ended is presented for comparative purposes and is not intended to be a complete financial statement presentation. Subsequent Events The Organization has evaluated all subsequent events through October 30, 2013, the date the financial statements were available to be issued.

3. ACCOUNTS AND OTHER RECEIVABLES Accounts and other receivables are unsecured and consist of the following at June 30, 2013 and 2012:

2013 2012

Share contributions and food-to-buy receivables from regional food banks and local agencies, net of allowance for doubtful accounts of $1,000 and $1,100 at June 30, 2013 and 2012, respectively

$

276,204

$

291,530 Federal and state appropriations 182,077 89,650 Other 17,650 10,308

Accounts and other receivables $ 475,931 $ 391,488


June 30, 2013

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4. PLEDGES RECEIVABLE

Pledges receivable represent unconditional promises to give as follows at June 30, 2013 and 2012:

2013 2012

Receivable within one year $ 170,685 $ 263,900 Receivable in two to five years 92,000 112,800 262,685 376,700 Less allowance for uncollectible pledges 5,000 9,100

Net pledges receivable $ 257,685 $ 367,600

Current pledges $ 170,685 $ 263,900 Long-term pledges 87,000 103,700

Total pledges receivable $ 257,685 $ 367,600

5. CERTIFICATES OF DEPOSIT Certificates of deposit at June 30, 2013 earn interest at rates ranging from .25% to 1.6% and have maturity dates monthly through February 2016. Certificates of deposit at June 30, 2012, earn interest at rates ranging from .35% to 1.35% with maturities through February 2016. Certificates of deposit consist of the following at June 30, 2013 and 2012:

2013 2012

Maturing within one year $ 4,662,544 $ 4,537,735 Maturing in more than one year 2,598,327 4,553,252

Total certificates of deposit $ 7,260,871 $ 9,090,987


June 30, 2013

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6. INVENTORY

Inventory amounts are restricted to distribution programs serving the needy. Therefore, the value of ending inventory which has been donated is reflected as a temporarily restricted contribution. Distribution of donated inventory on hand at the beginning of the year is reflected in the statement of activities as net assets released from restrictions during the year. Inventory consists of the following at June 30, 2013 and 2012:

2013 2012

Donated product $ 3,943,444 $ 3,273,614 USDA Food 645,157 300,793 Purchased product 641,243 755,096

Total inventory $ 5,229,844 $ 4,329,503

7. UNEMPLOYMENT DEPOSIT AND SELF-FUNDED UNEMPLOYMENT INSURANCE Deposits include a certificate of deposit in the amount of $119,521 and $99,865 at June 30, 2013 and 2012, respectively, posted with the State of Oregon, Department of Employment, under a special election to self-insure unemployment claims in lieu of making unemployment tax payments. The Organization makes periodic payments to a trust company in an amount equal to estimated future claims. Deposits to the trust are reduced by claims outstanding at year end.

8. DESIGNATED QUASI-ENDOWMENT INVESTMENTS Designated quasi-endowment investments are stated at market value and are summarized as follows at June 30, 2013 and 2012:

2013 2012

Cash and cash equivalents $ 253,534 $ 52,115 Fixed income securities 1,596,295 1,246,964 Equity securities 1,909,924 1,239,117 Beneficial interest in assets held by OCF (see

Note 13)

1,614,804

1,532,162

Total designated quasi-endowment investments $ 5,374,557 $ 4,070,358


June 30, 2013

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8. DESIGNATED QUASI-ENDOWMENT INVESTMENTS, Continued Investment income consists of the following for the years ended June 30, 2013 and 2012:

2013 2012

Interest and dividends $ 134,519 $ 217,872 Net realized gains (losses) 56,693 (3,562) Unrealized gains (losses) 237,759 (104,432)

Total investment income $ 428,971 $ 109,878

9. PROPERTY AND EQUIPMENT Property and equipment consist of the following at June 30, 2013 and 2012:

2013 2012

Land $ 3,289,142 $ 3,289,142 Buildings 14,106,885 13,939,676 Office furniture and equipment 318,905 338,210 Computer equipment and software 725,292 661,753 Warehouse equipment 953,780 992,520 Vehicles 1,860,711 1,604,200 Artwork 13,800 13,800 Construction in progress - 74,288 21,268,515 20,913,589 Less accumulated depreciation and amortization 5,603,994 5,001,031

Property and equipment, net $ 15,664,521 $ 15,912,558

10. ANNUITY AGREEMENTS OFB has entered into charitable gift annuity agreements with donors. Under the agreements, OFB is required to pay a guaranteed amount (annuity) for the lifetime of the donor or beneficiary (annuitant). Unless restricted by the donor, the remainder is placed in the Board designated fund for endowment. OFB's charitable gift annuity funds are held in a separate trust, which are managed in accordance with the trust's investment policy. Assets are invested in marketable securities and totaled $138,539 and $138,017 at June 30, 2013 and 2012, respectively.


June 30, 2013

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10. ANNUITY AGREEMENTS, Continued As trustees, the Organization is obligated to make annuity payments under 7 charitable gift annuity agreements to 5 annuitants. Under the terms of the agreements, the donors receive payments over the donors' remaining lives. Using discount rates of 4.5%-6.0%, the estimated present value of the Organization's liability under these agreements is $117,963 and $120,903 at June 30, 2013 and 2012, respectively.

2013 2012 Current portion $ 11,343 $ 11,343 Long-term portion 106,620 109,560

Total annuity agreement liability $ 117,963 $ 120,903

11. LEASE COMMITMENTS

The Organization leases office and warehouse space in Ontario, Oregon under a non-cancellable operating lease which expires June 2016 and may be renewed for an additional five-year term. Monthly rent under the lease is $1,880 with scheduled increases. The Organization leases office and warehouse space in Tillamook, Oregon under a non-cancellable operating lease which expires June 2016 and may be renewed for an additional five-year term. Monthly rent under the lease is $1,700 with scheduled increases. Total rent expense under these leases approximated $38,000 and $41,000 for the years ended June 30, 2013 and 2012, respectively. Approximate future minimum lease payments under non-cancellable leases are as follows:

Year ending June 30, 2014 $ 43,000

2015 47,800 2016 49,000

12. CONTINGENCIES Amounts received or receivable from various contracting agencies are subject to audit and potential adjustment by the contracting agencies. Any disallowed claims, including amounts already collected, would become a liability of the Organization if so determined in the future. It is management's belief that no significant amounts received or receivable will be required to be returned in the future.


June 30, 2013

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13. BOARD DESIGNATED NET ASSETS Board designated net assets consist of the following at June 30, 2013 and 2012:

2013 2012

Quasi-endowment $ 5,374,557 $ 4,070,358 Network contingency fund 500,000 500,000 Strategic plan 1,000,000 300,000 Food purchase reserve 1,000,000 1,000,000 Capital improvement 700,000 850,000

Total Board designated net assets $ 8,574,557 $ 6,720,358

Undesignated net assets total $6,924,522 and $7,974,430 at June 30, 2013 and 2012, respectively. Quasi-Endowment On February 25, 1998, the Board of Directors adopted a policy to establish a quasi-endowment account at the Oregon Community Foundation (OCF). This policy expresses the intent of the Board of Directors to apply the income from the quasi-endowment fund in such amounts as they may determine, to provide a long-term source of revenue to supplement the Annual Fund and to protect major capital investments in order to best serve the mission of the Oregon Food Bank and achieve its long-term strategic goals. Under the terms of the agreement, the Organization is the beneficiary of the fund and the transfer is reciprocal in nature. Accordingly, OCF recognizes the fund as a liability on its statement of financial position. The Organization receives distributions based on the provisions of the agreement with OCF. The funds may be withdrawn upon a majority vote of all the Board of Directors of Oregon Food Bank if, in the sole judgment of the Board of Directors of OCF, the requested distribution is consistent with the objectives and purposes of Oregon Food Bank and with the charitable, educational, and scientific needs of the State of Oregon. OCF establishes policies on the amount that may be distributed or paid out annually from the endowment fund to OFB. Distributions from OCF totaled $71,474 and $69,026 during the years ended June 30, 2013 and June 30, 2012, respectively.


June 30, 2013

- 18 -

13. BOARD DESIGNATED NET ASSETS, Continued To achieve its objective, the Organization has invested assets with OCF and U.S. Bank, each of which maintains a well-diversified asset mix, which includes equity and debt securities, that is intended to result in a consistent inflation-protected rate of return that has sufficient liquidity to make distributions to support operations. Accordingly, the Organization expects its endowment assets, over time, to produce an average rate of return consistent with the market. Investment risk is measured in terms of the total endowment fund; investment assets and allocation between asset classes and strategies are managed to not expose the fund to unacceptable levels of risk. Changes in board designated quasi-endowment assets for the years ended June 30, 2013 and 2012 are as follows:

2013 2012 Balance at beginning of year $ 4,070,358 $ 3,931,798 Assets designated during the year 1,050,808 257,460 Investment return, net of expenses 324,865 (49,874) Amounts appropriated for food purchase (71,474) (69,026) Balance at end of year $ 5,374,557 $ 4,070,358

14. TEMPORARILY RESTRICTED NET ASSETS Temporarily restricted net assets consist of the following at June 30, 2013 and 2012:

2013 2012

Food Distribution: Donated product $ 3,943,444 $ 3,273,614 USDA food 645,157 300,793

Unemployment insurance deposit 119,521 99,865 Other program and time restricted 351,702 408,567 Total temporarily restricted net assets $ 5,059,824 $ 4,082,839


June 30, 2013

- 19 -

15. CONTRIBUTION REVENUE Contribution revenue, excluding capital campaign contributions, consists of the following during the years ended June 30, 2013 and 2012:

Unrestricted Temporarily

Restricted

Total June 30, 2013 Individuals $ 8,947,868 $ 29,655 $ 8,977,523 Foundations 1,424,397 195,039 1,619,436 Corporations 1,572,581 89,817 1,662,398 Other organizations 254,513 - 254,513

Total contributions $ 12,199,359 $ 314,511 $ 12,513,870 June 30, 2012 Individuals $ 8,827,114 $ 26,919 $ 8,854,033 Foundations 2,088,466 85,250 2,173,716 Corporations 1,299,862 109,653 1,409,515 Other organizations 404,190 45,000 449,190 Total contributions $ 12,619,632 $ 266,822 $ 12,886,454

16. FOOD COLLECTION, WAREHOUSING AND DISTRIBUTION PROGRAMS Expenses related to food collection, warehousing and distributions programs consists of the following during the years ended June 30, 2013 and 2012:

2013 2012

Statewide food bank services $ 27,414,857 $ 25,218,414 Clackamas, Multnomah and Clark Counties 18,475,767 18,664,411 Washington County 6,665,800 6,693,785 SE Oregon-Harney and Malheur Counties 956,118 1,033,895 Tillamook County 797,292 787,457 Total food collection, warehousing, and distribution expenses

$

54,309,834

$

52,397,962


June 30, 2013

- 20 -

17. RETIREMENT PLAN The Organization's retirement plan includes the employee salary deferral provisions of a 401(k) plan. The plan covers substantially all of its employees with more than one year of service. Under the terms of the plan, OFB may make discretionary contributions based on eligible compensation. However, no matching contributions are required for the employee deferral feature of the plan. The investment decisions regarding the employer-contributed assets and employee deferrals are made by each employee. During the years ended June 30, 2013 and 2012, contributions of five to seven percent of qualified compensation (depending on years of continuous service) were made to the plan and charged to operations totaling $298,050 and $277,788, respectively.

18. RELATED PARTY TRANSACTIONS

During the years ended June 30, 2013 and 2012, OFB purchased goods or services from or provided grants to regional food banks and a local agency whose employees served on the Board of Directors. These transactions are in the normal course of operations and have been approved by the Board of Directors. During the year ended June 30, 2013, OFB provided funding to organizations with membership on the Board in the amount of $160,464. Agencies receiving funding were Linn Benton Food Share ($53,601), Food for Lane County ($106,563), and True Life Fellowship ($300). During the year ended June 30, 2012, OFB provided funding to organizations with membership on the Board in the amount of $266,649. Agencies receiving funding were Linn Benton Food Share ($100,294) Food for Lane County ($161,355), True Life Fellowship ($4,000), and HOPE Pantry ($1,000). The above-referenced transactions do not include reimbursing or paying directly the expenses of some Board members for mileage, lodging and related expenses to attend meetings.


June 30, 2013

- 21 -

19. CONCENTRATIONS OF CREDIT RISK The Organization maintains its cash balances in a financial institution located in Portland. The balances in the checking and savings accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. Additional insurance coverage was available through December 31, 2012 for non-interest bearing accounts. At June 30, 2013, there was approximately $3,240,000 in uninsured balances. At June 30, 2012, there were no uninsured balances. In addition, the majority of contributions and balances receivable are from organizations and individuals located within the same geographic region and are unsecured. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of financial position.

20. FAIR VALUE MEASUREMENTS Assets and liabilities recorded at fair value in the statement of financial position are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Level inputs are defined as follows: Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities. Level 2: Observable inputs other than those included in Level 1, such as quoted market prices for similar assets or liabilities in active markets, or quoted market prices for identical assets or liabilities in inactive markets. Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair values requires significant management judgment or estimation.


June 30, 2013

- 22 -

20. FAIR VALUE MEASUREMENTS, Continued Fair values of assets and liabilities measured on a recurring basis at June 30, 2013 and 2012 and are as follows:

Fair value Level 1 Level 2 Level 3 June 30, 2013 Assets: Investments - Fixed income

funds $ 1,596,295 $ 1,596,295 $ - $ - Investments - Equity funds 1,909,924 1,909,924 - - Beneficial interest in assets

held by OCF 1,614,804 - -

1,614,804 Equity and fixed income

securities designated for annuity agreements 138,539 138,539

-

-

Liabilities: Obligations under annuity

agreements (117,963) -

-

(117,963)

June 30, 2012 Assets: Investments - Fixed income

funds $ 1,246,964 $ 1,246,964 $ - $ - Investments - Equity funds 1,239,117 1,239,117 - - Beneficial interest in assets

held by OCF 1,532,162 - -

1,532,162 Equity and fixed income

securities designated for annuity agreements 138,017 138,017

-

-

Liabilities: Obligations under annuity

agreements (120,903) -

-

(120,903) Fair values for investments designated for quasi-endowment are determined by reference to quoted market prices and other relevant information generated by market transactions. Investments held at OCF in pooled funds are valued at the net asset per unit as provided by OCF trustees. Net asset value is based on fair value of the underlying assets of the funds using a market approach, using quoted market prices when available. Assets held in trust for annuity agreements include investments in which fair values are determined by quoted market prices. Obligations under annuity agreements are determined by calculating the present value of the future distributions to be made using published life expectancy tables and applicable discount rates using an income approach.


June 30, 2013

- 23 -

20. FAIR VALUE MEASUREMENTS, Continued Assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3 inputs):

Beneficial interest in assets held by OCF: 2013 2012 Balance at beginning of year $ 1,532,162 $ 1,666,690

Earnings, net of fees 4,847 10,420 Change in value 149,269 (75,922) Appropriated for food purchase (71,474) (69,026)

Balance at end of year $ 1,614,804 $ 1,532,162

Obligation under split interest agreements:

2013 2012 Balance at beginning of year $ 120,903 $ 124,431

Change in value of split interest agreements

8,403

7,815

Payments to beneficiaries (11,343) (11,343) Balance at end of year $ 117,963 $ 120,903

The change in value is included in unrestricted investment income and other income on the statement of activities.

REPORTS REQUIRED BY GOVERNMENT AUDITING STANDARDS AND OMB CIRCULAR A-133

Jake Jacobs, C PA

Shareholder


Shareholder

Mark A. Clift, C PA

Shareholder


Shareholder

Sang Ahn, C PA

Shareholder


Shareholder


Mary Strasdin, C PA

Principal


of counsel


McDonald Jacobs, PC


Strength in Numbers

- 24 -

INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS

BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS

To the Board of Directors Oregon Food Bank, Inc. Portland, Oregon We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Oregon Food Bank, Inc. (a nonprofit organization), which comprise the statement of financial position as of June 30, 2013, and the related statements of activities, and cash flows for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated October 30, 2013. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered Oregon Food Bank, Inc.'s internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Oregon Food Bank, Inc.’s internal control. Accordingly, we do not express an opinion on the effectiveness of Oregon Food Bank, Inc.’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the organization’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

- 25 -

Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether Oregon Food Bank, Inc.'s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the organization’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the organization’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.


Jake Jacobs, C PA

Shareholder


Shareholder

Mark A. Clift, C PA

Shareholder


Shareholder

Sang Ahn, C PA

Shareholder


Shareholder


Mary Strasdin, C PA

Principal


of counsel


McDonald Jacobs, PC


Strength in Numbers

- 26 -

INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE FOR EACH MAJOR FEDERAL PROGRAM; REPORT ON INTERNAL CONTROL OVER

COMPLIANCE

To the Board of Directors Oregon Food Bank, Inc. Portland, Oregon Report on Compliance for Each Major Federal Program We have audited Oregon Food Bank, Inc.’s compliance with the types of compliance requirements described in the OMB Circular A-133 Compliance Supplement that could have a direct and material effect on each of Oregon Food Bank, Inc.’s major federal programs for the year ended June 30, 2013. Oregon Food Bank, Inc.’s major federal programs are identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. Management’s Responsibility Management is responsible for compliance with the requirements of laws, regulations, contracts, and grants applicable to its federal programs. Auditor’s Responsibility Our responsibility is to express an opinion on compliance for each of Oregon Food Bank, Inc.’s major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations. Those standards and OMB Circular A-133 require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about Oregon Food Bank, Inc.’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances.

- 27 -

We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of Oregon Food Bank, Inc.’s compliance. Opinion on Each Major Federal Program In our opinion, Oregon Food Bank, Inc. complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2013. Report on Internal Control Over Compliance Management of Oregon Food Bank, Inc. is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered Oregon Food Bank, Inc.’s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with OMB Circular A-133, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of Oregon Food Bank, Inc.’s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified.

- 28 -

The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of OMB Circular A-133. Accordingly, this report is not suitable for any other purpose.


OREGON FOOD BANK, INC. SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS

For the year ended June 30, 2013

See notes to schedule of expenditures of federal awards. - 29 -

FederalFederal Grantor/Pass-through Grantor Contract CFDA FederalProgram title Number Number Expenditures

U.S. Department of Agriculture

Pass through from Oregon State Housing and Community Services:Emergency Food Assistance Program - Administration 1380 10.568 605,587$ Emergency Food Assistance Program - Food Commodities 1380 10.569 7,933,635

Total U.S. Department of Agriculture - Emergency Food Assistance cluster 8,539,222

Total U.S. Department of Agriculture 8,539,222

U.S. Department of Homeland Security Passed through from Multnomah County EFSP-Bulk Purchase None 97.024 88,089 Passed through from Clackamas County EFSP-Bulk Purchase None 97.024 71,984 Passed through from Washington County EFSP-Bulk Purchase None 97.024 37,141 Passed through for EFSP-Bulk Purchase administration None 97.024 4,024 Total Department of Homeland Security 201,238

Total expenditures of federal awards 8,740,460$

OREGON FOOD BANK, INC. NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS


- 30 -

1. BASIS OF PRESENTATION The accompanying schedule of expenditures of federal awards includes all federal grant activity of Oregon Food Bank, Inc. and is presented on the accrual basis of accounting. The information in this schedule is presented in accordance with the requirements of OMB Circular A-133, “Audits of States, Local Governments, and Non-Profit Organizations.”

2. EXPENDITURES Expenditures reported on the schedule are reported on the accrual basis of accounting. Such expenditures are recognized following cost principles contained on OMB Circular A-122, Cost Principles for Non-Profit Organizations, wherein certain types of expenditures are not allowable or are limited as to reimbursement.

Total expenditures of federal awards $ 8,740,460 Non-federal expenditures 50,073,613

Total expenses per statement of activities $ 58,814,073

3. FOOD DISTRIBUTION The value of USDA food commodities received during the year was estimated by the State of Oregon and USDA. The value of USDA food commodities distributed during the year includes amounts held in inventory at the beginning of the year. As of June 30, 2013, Oregon Food Bank, Inc. had an inventory of USDA food commodities of $645,157.

4. PASS-THOUGH GRANTS The federal expenditures for the Emergency Food Assistance Program include grants to subrecipients totaling $242,935. Expenditures were made to 16 agencies, none exceeding $100,000.

5. OTHER DISCLOSURES Loans and loan guarantees: Oregon Food Bank had no loans or loan guarantees outstanding at June 30, 2013

OREGON FOOD BANK, INC. SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS


- 31 -

NONE: There were no prior year audit findings.

OREGON FOOD BANK, INC. SCHEDULE OF FINDINGS AND QUESTIONED COSTS


- 32 -

Section 1 - Summary of Auditor's Results

Financial Statements: Type of auditor's report issued: Unmodified Internal control over financial reporting:

Material weakness(es) identified? No Significant deficiencies identified that are not considered to be material weakness(es)? None reported

Noncompliance material to financial statements noted? No

Federal Awards: Internal control over major programs:

Material weakness(es) identified? No Significant deficiencies identified that are not considered to be material weakness(es)? None reported

Type of auditor's report issued on compliance for major programs: Unmodified Any audit findings disclosed that are required to be reported in accordance with Section 510(a) of OMB Circular A-133? No

Identification of Major Programs: CFDA Number(s) Name of Federal Program or Cluster 10.568 Emergency Food Assistance Program - Administration 10.569 Emergency Food Assistance Program - Commodities Dollar threshold used to distinguish between Type A and Type B programs. $300,000 Auditee qualified as low-risk auditee? Yes

OREGON FOOD BANK, INC. SCHEDULE OF FINDINGS AND QUESTIONED COSTS, Continued


- 33 -

Section 2 - Financial Statement Findings None reported.

Section 3 - Federal Award Findings and Questioned Costs No matters reported.

OREGON FOOD BANK, INC. CORRECTIVE ACTION PLAN For the year ended June 30, 2013

- 34 -

There were no audit findings.

Checkifself-employed

OMB No. 1545-0047

Department of the TreasuryInternal Revenue Service

Check ifapplicable:

AddresschangeNamechangeInitialreturn

Termin-atedAmendedreturn Gross receipts $

Applica-tionpending

232001 12-10-12

Beginning of Current Year

Paid

Preparer

Use Only

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lungbenefit trust or private foundation)

Open to Public Inspection

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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 officer) is based on all information of which preparer has any knowledge.

Signature of officer Date

Type or print name and title

Date PTINPrint/Type preparer's name Preparer's signature

Firm's name Firm's EIN

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The organization may have to use a copy of this return to satisfy state reporting requirements.

Name of organization

Doing Business As

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Is this a group return

for affiliates?Name and address of principal officer:

If "No," attach a list. (see instructions)

Group exemption number |

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Briefly describe the organization's mission or most significant activities:

Check this box if the organization discontinued its operations or disposed of more than 25% of its net assets.

Number of voting members of the governing body (Part VI, line 1a)

Number of independent voting members of the governing body (Part VI, line 1b)

Total number of individuals employed in calendar year 2012 (Part V, line 2a)

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Total unrelated business revenue from Part VIII, column (C), line 12

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Program service revenue (Part VIII, line 2g) ~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~Investment income (Part VIII, column (A), lines 3, 4, and 7d)

Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) ~~~~~~~~

Total revenue - add lines 8 through 11 (must equal Part VIII, column (A), line 12) ��

Grants and similar amounts paid (Part IX, column (A), lines 1-3)

Benefits paid to or for members (Part IX, column (A), line 4)

Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10)

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May the IRS discuss this return with the preparer shown above? (see instructions) ��

LHA Form (2012)

Part I Summary

Signature BlockPart II

990

Return of Organization Exempt From Income Tax990 2012

§

==

999

PUBLIC DISCLOSURE COPY - STATE REGISTRATION NO. 12745

JUL 1, 2012 JUN 30, 2013

OREGON FOOD BANK, INC.93-0785786

PO BOX 55370 503-282-055567,144,647.

PORTLAND, OR 97238-5370SUSANNAH MORGAN X

SAME AS C ABOVEX

WWW.OREGONFOODBANK.ORGX 1988 OR

TO ELIMINATE HUNGER AND ITS ROOTCAUSES...BECAUSE NO ONE SHOULD BE HUNGRY.

1818173

505920.0.

50,194,927. 56,349,915.3,617,548. 3,435,642.207,721. 202,712.159,408. 38,572.

54,179,604. 60,026,841.41,154,022. 43,344,318.

0. 0.8,100,882. 7,989,388.

0. 0.2,276,117.

7,622,158. 7,397,655.56,877,062. 58,731,361.-2,697,458. 1,295,480.

36,177,200. 37,804,586.1,487,015. 1,581,162.34,690,185. 36,223,424.

SUSANNAH MORGAN, CEO

SANG AHN P00540880MCDONALD JACOBS, P.C. 93-0900579520 SW YAMHILL, STE 500PORTLAND, OR 97204 503 227-0581

X

Code: Expenses $ including grants of $ Revenue $



Expenses $ including grants of $ Revenue $

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Form 990 (2012) Page

Check if Schedule O contains a response to any question in this Part III ��

Briefly describe the organization's mission:

Did the organization undertake any significant program services during the year which were not listed on

the prior Form 990 or 990-EZ?

If "Yes," describe these new services on Schedule O.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization cease conducting, or make significant changes in how it conducts, any program services?

If "Yes," describe these changes on Schedule O.

~~~~~~

Describe the organization's program service accomplishments for each of its three largest program services, as measured by expenses.

Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and

revenue, if any, for each program service reported.

( ) ( ) ( )

( ) ( ) ( )

( ) ( ) ( )

Other program services (Describe in Schedule O.)

( ) ( )

Form (2012)

2Statement of Program Service AccomplishmentsPart III

990

J

OREGON FOOD BANK, INC. 93-0785786

X

TO ELIMINATE HUNGER AND ITS ROOT CAUSES...BECAUSE NO ONE SHOULD BEHUNGRY.

X

X

27,413,199. 20,682,290. 1,387,183.OREGON FOOD BANK (OFB) SERVES AS THE CENTRAL WAREHOUSE AND DISTRIBUTIONCENTER FOR COLLECTING AND DELIVERING FOOD TO REGIONAL FOOD BANKS IN THESTATE OF OREGON. 21,165,124 POUNDS OF FOOD WERE DISTRIBUTED DURING THEYEAR ENDED JUNE 30, 2013.

25,141,567. 21,384,431. 1,987,643.OFB SERVES AS THE REGIONAL FOOD BANK FOR THE FOLLOWING COUNTIES IN THEPORTLAND METROPOLITAN AREA: CLARK COUNTY (WASHINGTON); CLACKAMAS,MULTNOMAH AND WASHINGTON COUNTIES (OREGON). 21,098,761 POUNDS OF FOODWERE DISTRIBUTED DURING THE YEAR.

1,753,410. 1,277,597. 60,816.OFB SERVES AS THE REGIONAL FOOD BANK FOR THE FOLLOWING OREGON COUNTIESOUTSIDE THE PORTLAND METROPOLITAN AREA: MALHEUR, HARNEY AND TILLAMOOKCOUNTIES. 1,319,704 POUNDS OF FOOD WERE DISTRIBUTED DURING THE YEAR.

1,110,070.55,418,246.

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f

a

b

11a

11b

11c

11d

11e

11f

12a

12b

13

14a

14b

15

16

17

18

19

20a

20b

a

b

a

b

If "Yes," complete Schedule ASchedule B, Schedule of Contributors

If "Yes," complete Schedule C, Part I

If "Yes," complete Schedule C, Part II

If "Yes," complete Schedule C, Part III

If "Yes," complete Schedule D, Part I

If "Yes," complete Schedule D, Part IIIf "Yes," complete

Schedule D, Part III

If "Yes," complete Schedule D, Part IV

If "Yes," complete Schedule D, Part V

If "Yes," complete Schedule D,Part VI

If "Yes," complete Schedule D, Part VII

If "Yes," complete Schedule D, Part VIII

If "Yes," complete Schedule D, Part IXIf "Yes," complete Schedule D, Part X

If "Yes," complete Schedule D, Part XIf "Yes," complete

Schedule D, Parts XI and XII

If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optionalIf "Yes," complete Schedule E

If "Yes," complete Schedule F, Parts I and IV

If "Yes," complete Schedule F, Parts II and IV

If "Yes," complete Schedule F, Parts III and IV

If "Yes," complete Schedule G, Part I

If "Yes," complete Schedule G, Part IIIf "Yes,"

complete Schedule G, Part IIIIf "Yes," complete Schedule H


Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Is the organization required to complete ?

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for

public office?

~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization engage in lobbying activities, or have a section 501(h) election in effect

during the tax year?

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or

similar amounts as defined in Revenue Procedure 98-19?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to

provide advice on the distribution or investment of amounts in such funds or accounts?

Did the organization receive or hold a conservation easement, including easements to preserve open space,

the environment, historic land areas, or historic structures?

Did the organization maintain collections of works of art, historical treasures, or other similar assets?

~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization report an amount in Part X, line 21, for escrow or custodial account liability; serve as a custodian for

amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services?

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent

endowments, or quasi-endowments?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~

If the organization's answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X

as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization report an amount for investments - other securities in Part X, line 12 that is 5% or more of its total

assets reported in Part X, line 16?

Did the organization report an amount for investments - program related in Part X, line 13 that is 5% or more of its total

assets reported in Part X, line 16?

~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in

Part X, line 16?

Did the organization report an amount for other liabilities in Part X, line 25?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~

Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses

the organization's liability for uncertain tax positions under FIN 48 (ASC 740)?

Did the organization obtain separate, independent audited financial statements for the tax year?

~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Was the organization included in consolidated, independent audited financial statements for the tax year?

~~~~~

Is the organization a school described in section 170(b)(1)(A)(ii)?

Did the organization maintain an office, employees, or agents outside of the United States?

~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business,

investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000

or more? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization

or entity located outside the United States?

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals

located outside the United States?

~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX,

column (A), lines 6 and 11e? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines

1c and 8a? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a?

Did the organization operate one or more hospital facilities?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~

If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return? ��

Form (2012)

3Part IV Checklist of Required Schedules

990


XX

X

X

X

X

X

X

X

X

X

X

X

XX

X

X

XXX

X

X

X

X

X

XX

3

23200412-10-12

Yes No

21

22

23

24

25

26

27

28

29

30

31

32

33

34

35

36

37

38

21

22

23

24a

24b

24c

24d

25a

25b

26

27

28a

28b

28c

29

30

31

32

33

34

35a

35b

36

37

38

a

b

c

d

a

b

Section 501(c)(3) and 501(c)(4) organizations.

a

b

c

a

b


Note.

(continued)

If "Yes," complete Schedule I, Parts I and II

If "Yes," complete Schedule I, Parts I and III

If "Yes," completeSchedule J

If "Yes," answer lines 24b through 24d and completeSchedule K. If "No", go to line 25

If "Yes," complete Schedule L, Part I

If "Yes," completeSchedule L, Part I

If "Yes," complete Schedule L, Part II

If "Yes," complete Schedule L, Part III

If "Yes," complete Schedule L, Part IVIf "Yes," complete Schedule L, Part IV

If "Yes," complete Schedule L, Part IVIf "Yes," complete Schedule M

If "Yes," complete Schedule M

If "Yes," complete Schedule N, Part IIf "Yes," complete

Schedule N, Part II

If "Yes," complete Schedule R, Part IIf "Yes," complete Schedule R, Part II, III, or IV, and

Part V, line 1

If "Yes," complete Schedule R, Part V, line 2

If "Yes," complete Schedule R, Part V, line 2

If "Yes," complete Schedule R, Part VI


Did the organization report more than $5,000 of grants and other assistance to any government or organization in the

United States on Part IX, column (A), line 1? ~~~~~~~~~~~~~~~~~~

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX,

column (A), line 2? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization's current

and former officers, directors, trustees, key employees, and highest compensated employees?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the

last day of the year, that was issued after December 31, 2002?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?

Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease

any tax-exempt bonds?

Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?

~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~

Did the organization engage in an excess benefit transaction with a

disqualified person during the year?

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and

that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ?

~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified

person outstanding as of the end of the organization's tax year?

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial

contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member

of any of these persons?

~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV

instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? ~~~~~~~~~~~

A family member of a current or former officer, director, trustee, or key employee?

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer,

director, trustee, or direct or indirect owner?

~~

~~~~~~~~~~~~~~~~~~~~~

Did the organization receive more than $25,000 in non-cash contributions?

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation

contributions?

~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization liquidate, terminate, or dissolve and cease operations?

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations

sections 301.7701-2 and 301.7701-3?

Was the organization related to any tax-exempt or taxable entity?

~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

If "Yes" to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity

within the meaning of section 512(b)(13)?

~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~

Did the organization make any transfers to an exempt non-charitable related organization?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization conduct more than 5% of its activities through an entity that is not a related organization

and that is treated as a partnership for federal income tax purposes? ~~~~~~~~

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19?

All Form 990 filers are required to complete Schedule O ��

Form (2012)

4Part IV Checklist of Required Schedules

990


X

X

X

X

X

X

X

X

XX

XX

X

X

X

X

XX

X

X

X

4

23200512-10-12

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations.

Yes No

1

2

3

4

5

6

7

a

b

c

1a

1b

1c

a

b

2a

Note.

2b

3a

3b

4a

5a

5b

5c

6a

6b

7a

7b

7c

7e

7f

7g

7h

8

9a

9b

a

b

a

b

a

b

c

a

b

Organizations that may receive deductible contributions under section 170(c).

a

b

c

d

e

f

g

h

7d

8

9

10

11

12

13

14

Sponsoring organizations maintaining donor advised funds.

a

b


a

b

10a

10b


a

b

11a

11b

a

b

Section 4947(a)(1) non-exempt charitable trusts. 12a

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Note.

a

b

c

a

b

13a

13b

13c

14a

14b

e-file

If "No," provide an explanation in Schedule O

If "No," provide an explanation in Schedule O

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?

Did the supporting

organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?

Form (2012)


Check if Schedule O contains a response to any question in this Part V ��

Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable ~~~~~~~~~~~

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable ~~~~~~~~~~

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming

(gambling) winnings to prize winners? ��

Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements,

filed for the calendar year ending with or within the year covered by this return ~~~~~~~~~~

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?

If the sum of lines 1a and 2a is greater than 250, you may be required to (see instructions)

~~~~~~~~~~

Did the organization have unrelated business gross income of $1,000 or more during the year?

If "Yes," has it filed a Form 990-T for this year?

~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a

financial account in a foreign country (such as a bank account, securities account, or other financial account)?~~~~~~~

If "Yes," enter the name of the foreign country:

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

~~~~~~~~~~~~

~~~~~~~~~

If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit

any contributions that were not tax deductible as charitable contributions?

If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts

were not tax deductible?

~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

If "Yes," did the organization notify the donor of the value of the goods or services provided?

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required

to file Form 8282?

~~~~~~~~~~~~~~~

��

If "Yes," indicate the number of Forms 8282 filed during the year

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?

~~~~~~~~~~~~~~~~

~~~~~~~

~~~~~~~~~Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?

~

Did the organization make any taxable distributions under section 4966?

Did the organization make a distribution to a donor, donor advisor, or related person?

~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~

Enter:

Initiation fees and capital contributions included on Part VIII, line 12

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

~~~~~~~~~~~~~~~

~~~~~~

Enter:

Gross income from members or shareholders

Gross income from other sources (Do not net amounts due or paid to other sources against

amounts due or received from them.)

~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Is the organization filing Form 990 in lieu of Form 1041?

If "Yes," enter the amount of tax-exempt interest received or accrued during the year ��

Is the organization licensed to issue qualified health plans in more than one state?

See the instructions for additional information the organization must report on Schedule O.

~~~~~~~~~~~~~~~~~~~~~

Enter the amount of reserves the organization is required to maintain by the states in which the

organization is licensed to issue qualified health plans

Enter the amount of reserves on hand

~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization receive any payments for indoor tanning services during the tax year?

If "Yes," has it filed a Form 720 to report these payments?

~~~~~~~~~~~~~~~~

��

5Part V Statements Regarding Other IRS Filings and Tax Compliance

990

J


1050

173X

X

X

XX

X

XX

X

XX

N/AN/A

N/A

N/AN/A

N/A

N/A

N/A

N/A

X

5

23200612-10-12

Yes No

1a

1b

1

2

3

4

5

6

7

8

9

a

b

2

3

4

5

6

7a

7b

8a

8b

9

a

b

a

b

Yes No

10

11

a

b

10a

10b

11a

12a

12b

12c

13

14

15a

15b

16a

16b

a

b

12a

b

c

13

14

15

a

b

16a

b

17

18

19

20

For each "Yes" response to lines 2 through 7b below, and for a "No" responseto line 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

If "Yes," provide the names and addresses in Schedule O(This Section B requests information about policies not required by the Internal Revenue Code.)

If "No," go to line 13

If "Yes," describein Schedule O how this was done

(explain in Schedule O)

If there are material differences in voting rights among members of the governing body, or if the governing

body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts?

Form (2012)


Check if Schedule O contains a response to any question in this Part VI ��

Enter the number of voting members of the governing body at the end of the tax year

Enter the number of voting members included in line 1a, above, who are independent

~~~~~~

~~~~~~

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other

officer, director, trustee, or key employee? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization delegate control over management duties customarily performed by or under the direct supervision

of officers, directors, or trustees, or key employees to a management company or other person? ~~~~~~~~~~~~~~

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?

Did the organization become aware during the year of a significant diversion of the organization's assets?

Did the organization have members or stockholders?

~~~~~

~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or

more members of the governing body?

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or

persons other than the governing body?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The governing body?

Each committee with authority to act on behalf of the governing body?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the

organization's mailing address? ��

Did the organization have local chapters, branches, or affiliates?

If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates,

and branches to ensure their operations are consistent with the organization's exempt purposes?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form?

Describe in Schedule O the process, if any, used by the organization to review this Form 990.

Did the organization have a written conflict of interest policy? ~~~~~~~~~~~~~~~~~~~~

~~~~~~

Did the organization regularly and consistently monitor and enforce compliance with the policy?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization have a written whistleblower policy?

Did the organization have a written document retention and destruction policy?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~

Did the process for determining compensation of the following persons include a review and approval by independent

persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization's CEO, Executive Director, or top management official

Other officers or key employees of the organization

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a

taxable entity during the year? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation

in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization's

exempt status with respect to such arrangements? ��

List the states with which a copy of this Form 990 is required to be filed

Section 6104 requires an organization to make its Forms 1023 (or 1024 if applicable), 990, and 990-T (Section 501(c)(3)s only) available

for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other

Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial

statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization: |

6Part VI Governance, Management, and Disclosure

Section A. Governing Body and Management

Section B. Policies

Section C. Disclosure

990

J


X

18

18

X

XXXX

X

X

XX

X

X

X

XX

XXX

XX

X

OR

X X

DANIEL RYERSON - 503-282-05557900 NE 33RD DRIVE, PORTLAND, OR 97211

6

Indi

vidu

al tr

uste

e or

dire

ctor

Inst

itutio

nal t

rust

ee

Offi

cer

Key

empl

oyee

Hig

hest

com

pens

ated

empl

oyee

Form

er

(do not check more than onebox, unless person is both anofficer and a director/trustee)

232007 12-10-12

current

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a

current

current

former

former directors or trustees

(A) (B) (C) (D) (E) (F)

Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization's tax year.

List the organization's five highest compensated employees (other than an officer, director, trustee, or key employee) who received reportablecompensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations


Check if Schedule O contains a response to any question in this Part VII��

¥ List all of the organization's officers, directors, trustees (whether individuals or organizations), regardless of amount of compensation.Enter -0- in columns (D), (E), and (F) if no compensation was paid.

¥ List all of the organization's key employees, if any. See instructions for definition of "key employee."¥

.

¥ List all of the organization's officers, key employees, and highest compensated employees who received more than $100,000 ofreportable compensation from the organization and any related organizations.

¥ List all of the organization's that received, in the capacity as a former director or trustee of the organization,more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

PositionName and Title Average hours per

week (list any

hours forrelated

organizationsbelowline)

Reportablecompensation

from the

organization(W-2/1099-MISC)

Reportablecompensationfrom related

organizations(W-2/1099-MISC)

Estimatedamount of

othercompensation

from theorganizationand related

organizations

Form (2012)

7Part VII Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated

Employees, and Independent Contractors

990


(1) ARNIE GARDNER 1.00CHAIR X X 0. 0. 0.(2) JOSH HINERFELD 1.00VICE CHAIR X X 0. 0. 0.(3) MARILYN LINDGREN 1.00SECRETARY X X 0. 0. 0.(4) CRAIG VAGT 1.00TREASURER X X 0. 0. 0.(5) JOHN ATTEY 1.00DIRECTOR X 0. 0. 0.(6) GARY BAUER 1.00DIRECTOR X 0. 0. 0.(7) PATRICK CRITESER 1.00DIRECTOR X 0. 0. 0.(8) TOYA FICK 1.00DIRECTOR X 0. 0. 0.(9) SYD HANNIGAN 1.00DIRECTOR X 0. 0. 0.(10) JAMES HENSEL 1.00DIRECTOR X 0. 0. 0.(11) RON JOHNSON 1.00DIRECTOR X 0. 0. 0.(12) TARA KINATEDER 1.00DIRECTOR X 0. 0. 0.(13) PRISCILLA LEWIS 1.00DIRECTOR X 0. 0. 0.(14) BRENDAN MCDONNELL 1.00DIRECTOR X 0. 0. 0.(15) MELINDA MERRILL 1.00DIRECTOR X 0. 0. 0.(16) KAREN SCHARTMAN 1.00DIRECTOR X 0. 0. 0.(17) LISA SEDLAR 1.00DIRECTOR X 0. 0. 0.

7

Form

er

Indi

vidu

al tr

uste

e or

dire

ctor

Inst

itutio

nal t

rust

ee

Offi

cer

Hig

hest

com

pens

ated

empl

oyee

Key

empl

oyee

(do not check more than onebox, unless person is both anofficer and a director/trustee)

23200812-10-12

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

(B) (C)(A) (D) (E) (F)

1b

c

d

Sub-total

Total from continuation sheets to Part VII, Section A

Total (add lines 1b and 1c)

2

Yes No

3

4

5

former

3

4

5

Section B. Independent Contractors

1

(A) (B) (C)

2

(continued)

If "Yes," complete Schedule J for such individual

If "Yes," complete Schedule J for such individual

If "Yes," complete Schedule J for such person

Page Form 990 (2012)

PositionAverage hours per

week(list any

hours forrelated

organizationsbelowline)

Name and title Reportablecompensation

from the

organization(W-2/1099-MISC)

Reportablecompensationfrom related

organizations(W-2/1099-MISC)

Estimatedamount of

othercompensation

from theorganizationand related

organizations

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ |

~~~~~~~~ |

�� |

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable

compensation from the organization |

Did the organization list any officer, director, or trustee, key employee, or highest compensated employee on

line 1a? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization

and related organizations greater than $150,000? ~~~~~~~~~~~~~

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services

rendered to the organization? ��

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from

the organization. Report compensation for the calendar year ending with or within the organization's tax year.

Name and business address Description of services Compensation

Total number of independent contractors (including but not limited to those listed above) who received more than

$100,000 of compensation from the organization |

Form (2012)

8Part VII

990


(18) BARB SWANSON 1.00DIRECTOR X 0. 0. 0.(19) LUCINDA TATE 1.00DIRECTOR X 0. 0. 0.(20) KARLA WENZEL 1.00DIRECTOR X 0. 0. 0.(21) RICK WILLS 1.00DIRECTOR X 0. 0. 0.(22) SUSANNAH MORGAN 40.00CHIEF EXECUTIVE OFFICER X 15,650. 0. 477.(23) JANEEN WADSWORTH 40.00CHIEF OPERATING OFFICER X 147,536. 0. 18,415.(24) RUTH WALKOWSKI 40.00CHIEF FINANCIAL OFFICER X 112,004. 0. 16,383.(25) RACHEL BRISTOL 40.00FORMER CHIEF EXECUTIVE OFFICER X 152,981. 0. 17,399.

428,171. 0. 52,674.0. 0. 0.

428,171. 0. 52,674.

3

X

X

X

WATERFRONT BLUES PRODUCTIONS795 SW 83RD AVE, PORTLAND, OR 97255

WATERFRONT BLUESFESTIVAL-PRODUCER 215,233.

METRO PRESORT937 NW GLISAN ST, PORTLAND, OR 97209

DIRECT MAILPROCESSING 185,345.

CORDOVA CO15165 SW CASEY DR, PORTLAND, OR 97229

WATERFRONT BLUESFESTIVAL-BEVERAGE 145,859.

3

8

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

23200912-10-12

Total revenue.

(A) (B) (C) (D)

1 a

b

c

d

e

f

g

h

1

1

1

1

1

1

a

b

c

d

e

f

Co

ntr

ibu

tio

ns

, G

ifts

, G

ran

tsa

nd

Oth

er

Sim

ila

r A

mo

un

ts

Total.

a

b

c

d

e

f

g

2

Pro

gra

m S

erv

ice

Re

ven

ue

Total.

3

4

5

6 a

b

c

d

a

b

c

d

7

a

b

c

8

a

b

9 a

b

c

a

b

10 a

b

c

a

b

11 a

b

c

d

e Total.

Oth

er

Re

ven

ue

12

Revenue excludedfrom tax undersections 512,513, or 514

All other contributions, gifts, grants, and

similar amounts not included above

See instructions.

Form (2012)

Page Form 990 (2012)

Check if Schedule O contains a response to any question in this Part VIII ��

Total revenue Related orexempt function

revenue

Unrelatedbusinessrevenue

Federated campaigns

Membership dues

~~~~~~

~~~~~~~~

Fundraising events

Related organizations

~~~~~~~~

~~~~~~

Government grants (contributions)

~~

Add lines 1a-1f �� |

Business Code

All other program service revenue ~~~~~

Add lines 2a-2f �� |

Investment income (including dividends, interest, and

other similar amounts)

Income from investment of tax-exempt bond proceeds

~~~~~~~~~~~~~~~~~ |

|

Royalties �� |

(i) Real (ii) Personal

Gross rents

Less: rental expenses

Rental income or (loss)

Net rental income or (loss)

~~~~~~~

~~~

~~

�� |

Gross amount from sales of

assets other than inventory

(i) Securities (ii) Other

Less: cost or other basis

and sales expenses

Gain or (loss)

~~~

~~~~~~~

Net gain or (loss) �� |

Gross income from fundraising events (not

including $ of

contributions reported on line 1c). See

Part IV, line 18 ~~~~~~~~~~~~~

Less: direct expenses~~~~~~~~~~

Net income or (loss) from fundraising events �� |

Gross income from gaming activities. See

Part IV, line 19 ~~~~~~~~~~~~~

Less: direct expenses

Net income or (loss) from gaming activities

~~~~~~~~~

�� |

Gross sales of inventory, less returns

and allowances ~~~~~~~~~~~~~

Less: cost of goods sold

Net income or (loss) from sales of inventory

~~~~~~~~

�� |

Miscellaneous Revenue Business Code

All other revenue ~~~~~~~~~~~~~

Add lines 11a-11d ~~~~~~~~~~~~~~~ |

|��

9Part VIII Statement of Revenue

990


1,149,687.

10,561,641.

44,638,587.40,629,128.

56,349,915.

FOOD TO BUY PROGRAM 624210 3,001,477. 3,001,477.SHARE CONTRIBUTIONS 624210 434,165. 434,165.

3,435,642.

134,519. 134,519.

5,546,913. 11,500.

5,490,220. 0.56,693. 11,500.

68,193. 68,193.

1,149,687.

1,615,831.1,627,586.

-11,755. -11,755.

MISCELLANEOUS INCOME 900099 50,327. 50,327.

50,327.60,026,841. 3,435,642. 0. 241,284.

9

Check here if following SOP 98-2 (ASC 958-720)

232010 12-10-12

Total functional expenses.

Joint costs.

(A) (B) (C) (D)

1

2

3

4

5

6

7

8

9

10

11

a

b

c

d

e

f

g

12

13

14

15

16

17

18

19

20

21

22

23

24

a

b

c

d

e

25

26

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).

Grants and other assistance to governments and

organizations in the United States. See Part IV, line 21

Compensation not included above, to disqualified

persons (as defined under section 4958(f)(1)) and

persons described in section 4958(c)(3)(B)

Pension plan accruals and contributions (include

section 401(k) and 403(b) employer contributions)

Professional fundraising services. See Part IV, line 17

(If line 11g amount exceeds 10% of line 25,

column (A) amount, list line 11g expenses on Sch O.)

Other expenses. Itemize expenses not covered above. (List miscellaneous expenses in line 24e. If line24e amount exceeds 10% of line 25, column (A)amount, list line 24e expenses on Schedule O.)

Add lines 1 through 24e

Complete this line only if the organization

reported in column (B) joint costs from a combined

educational campaign and fundraising solicitation.


Check if Schedule O contains a response to any question in this Part IX ��

Total expenses Program serviceexpenses

Management andgeneral expenses

Fundraisingexpenses

Grants and other assistance to individuals in

the United States. See Part IV, line 22 ~~~

Grants and other assistance to governments,

organizations, and individuals outside the

United States. See Part IV, lines 15 and 16 ~

Benefits paid to or for members ~~~~~~~

Compensation of current officers, directors,

trustees, and key employees ~~~~~~~~

~~~

Other salaries and wages ~~~~~~~~~~

Other employee benefits ~~~~~~~~~~

Payroll taxes ~~~~~~~~~~~~~~~~

Fees for services (non-employees):

Management

Legal

Accounting

Lobbying

~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~

Investment management fees

Other.

~~~~~~~~

Advertising and promotion

Office expenses

Information technology

Royalties

~~~~~~~~~

~~~~~~~~~~~~~~~

~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~

Occupancy ~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~Travel

Payments of travel or entertainment expenses

for any federal, state, or local public officials

Conferences, conventions, and meetings ~~

Interest

Payments to affiliates

~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~

Depreciation, depletion, and amortization

Insurance

~~

~~~~~~~~~~~~~~~~~

~~

All other expenses

|

Form (2012)

Do not include amounts reported on lines 6b,7b, 8b, 9b, and 10b of Part VIII.

10Part IX Statement of Functional Expenses

990


43,344,318. 43,344,318.

353,144. 256,129. 30,445. 66,570.

65,429. 47,454. 5,641. 12,334.5,869,868. 4,257,308. 506,056. 1,106,504.

283,837. 205,862. 24,470. 53,505.901,462. 653,814. 77,717. 169,931.515,648. 373,990. 44,455. 97,203.

2,344. 1,366. 594. 384.46,290. 26,969. 11,740. 7,581.

259,391. 151,126. 65,786. 42,479.

943,911. 483,322. 68,989. 391,600.124,713. 62,187. 25,424. 37,102.

594,205. 547,844. 13,584. 32,777.173,277. 137,739. 25,929. 9,609.

110,661. 78,307. 24,731. 7,623.

740,399. 685,330. 28,153. 26,916.65,718. 53,035. 7,311. 5,372.

FOOD TO BUY PROGRAM 2,941,845. 2,941,845.TRANSPORTATION 699,944. 699,944.FOOD RELATED COSTS 361,157. 361,157.DUES AND FEES 322,457. 37,857. 75,973. 208,627.

11,343. 11,343.58,731,361. 55,418,246. 1,036,998. 2,276,117.

10

23201112-10-12

(A) (B)

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

34

1

2

3

4

5

6

7

8

9

10c

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

a

b

10a

10b

As

se

ts

Total assets.

Lia

bil

itie

s

Total liabilities.

Organizations that follow SFAS 117 (ASC 958), check here and

complete lines 27 through 29, and lines 33 and 34.

27

28

29

Organizations that do not follow SFAS 117 (ASC 958), check here

and complete lines 30 through 34.

30

31

32

33

34

Ne

t A

ss

ets

or

Fu

nd

Ba

lan

ce

s


Check if Schedule O contains a response to any question in this Part X ��

Beginning of year End of year

Cash - non-interest-bearing

Savings and temporary cash investments

Pledges and grants receivable, net

~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~

Accounts receivable, net ~~~~~~~~~~~~~~~~~~~~~~~~~~

Loans and other receivables from current and former officers, directors,

trustees, key employees, and highest compensated employees. Complete

Part II of Schedule L ~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Loans and other receivables from other disqualified persons (as defined under

section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing

employers and sponsoring organizations of section 501(c)(9) voluntary

employees' beneficiary organizations (see instr). Complete Part II of Sch L ~~

Notes and loans receivable, net

Inventories for sale or use

Prepaid expenses and deferred charges

~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~

Land, buildings, and equipment: cost or other

basis. Complete Part VI of Schedule D

Less: accumulated depreciation

~~~

~~~~~~

Investments - publicly traded securities

Investments - other securities. See Part IV, line 11

Investments - program-related. See Part IV, line 11

Intangible assets

~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~

~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Other assets. See Part IV, line 11 ~~~~~~~~~~~~~~~~~~~~~~

Add lines 1 through 15 (must equal line 34) ��

Accounts payable and accrued expenses

Grants payable

Deferred revenue

~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Tax-exempt bond liabilities

Escrow or custodial account liability. Complete Part IV of Schedule D

~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~

Loans and other payables to current and former officers, directors, trustees,

key employees, highest compensated employees, and disqualified persons.

Complete Part II of Schedule L ~~~~~~~~~~~~~~~~~~~~~~~

Secured mortgages and notes payable to unrelated third parties ~~~~~~

Unsecured notes and loans payable to unrelated third parties ~~~~~~~~

Other liabilities (including federal income tax, payables to related third

parties, and other liabilities not included on lines 17-24). Complete Part X of

Schedule D ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Add lines 17 through 25 ��

|

Unrestricted net assets

Temporarily restricted net assets

Permanently restricted net assets

~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~

|

Capital stock or trust principal, or current funds

Paid-in or capital surplus, or land, building, or equipment fund

Retained earnings, endowment, accumulated income, or other funds

~~~~~~~~~~~~~~~

~~~~~~~~

~~~~

Total net assets or fund balances ~~~~~~~~~~~~~~~~~~~~~~

Total liabilities and net assets/fund balances ��

Form (2012)

11Balance SheetPart X

990


1,140,099. 2,739,426.

367,600. 257,685.391,488. 475,931.

4,329,503. 5,229,844.636,725. 543,692.

21,268,514.5,603,994. 15,898,758. 15,664,520.

138,017. 138,539.13,261,210. 12,754,949.

13,800. 0.36,177,200. 37,804,586.

825,456. 1,007,721.

409,353. 390,445.

252,206. 182,996.1,487,015. 1,581,162.

X

30,607,346. 31,163,600.4,082,839. 5,059,824.

34,690,185. 36,223,424.36,177,200. 37,804,586.

11

23201212-10-12

1

2

3

4

5

6

7

8

9

10

1

2

3

4

5

6

7

8

9

10

Yes No

1

2

3

a

b

c

2a

2b

2c

a

b

3a

3b


Check if Schedule O contains a response to any question in this Part XI ��

Total revenue (must equal Part VIII, column (A), line 12)

Total expenses (must equal Part IX, column (A), line 25)

Revenue less expenses. Subtract line 2 from line 1

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A))

~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~

Net unrealized gains (losses) on investments

Donated services and use of facilities

Investment expenses

Prior period adjustments

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Other changes in net assets or fund balances (explain in Schedule O)

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33,

column (B))

~~~~~~~~~~~~~~~~~~~

��

Check if Schedule O contains a response to any question in this Part XII��

Accounting method used to prepare the Form 990: Cash Accrual Other

If the organization changed its method of accounting from a prior year or checked "Other," explain in Schedule O.

Were the organization's financial statements compiled or reviewed by an independent accountant? ~~~~~~~~~~~~

If "Yes," check a box below to indicate whether the financial statements for the year were compiled or reviewed on a

separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization's financial statements audited by an independent accountant? ~~~~~~~~~~~~~~~~~~~

If "Yes," check a box below to indicate whether the financial statements for the year were audited on a separate basis,

consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If "Yes" to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit,

review, or compilation of its financial statements and selection of an independent accountant?~~~~~~~~~~~~~~~

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit

Act and OMB Circular A-133? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit

or audits, explain why in Schedule O and describe any steps taken to undergo such audits ��

Form (2012)

12Part XI Reconciliation of Net Assets

Part XII Financial Statements and Reporting

990


60,026,841.58,731,361.1,295,480.

34,690,185.237,759.

0.

36,223,424.

X

X

X

X

X

X

X

X

12

OMB No. 1545-0047


23202112-04-12

(iii)

(see instructions)

(iv) (i)

(v)

(i)

(vi)

(i)

(i) (ii) (vii)

(Form 990 or 990-EZ)

Complete if the organization is a section 501(c)(3) organization or a section

4947(a)(1) nonexempt charitable trust.

| Attach to Form 990 or Form 990-EZ. | See separate instructions.

Open to PublicInspection

Name of the organization Employer identification number

1

2

3

4

5

6

7

8

9

10

11

section 170(b)(1)(A)(i).

section 170(b)(1)(A)(ii).

section 170(b)(1)(A)(iii).

section 170(b)(1)(A)(iii).

section 170(b)(1)(A)(iv).

section 170(b)(1)(A)(v).

section 170(b)(1)(A)(vi).

section 170(b)(1)(A)(vi).

section 509(a)(2).

section 509(a)(4).

section 509(a)(3).

a b c d

e

f

g

h

(i)

(ii)

(iii)

Yes No

11g(i)

11g(ii)

11g(iii)

Yes No Yes No Yes No

Total

For Paperwork Reduction Act Notice, see the Instructions for

Form 990 or 990-EZ.

Schedule A (Form 990 or 990-EZ) 2012

Type of organization (described on lines 1-9 above or IRC section

)

Is the organizationin col. listed in yourgoverning document?

Did you notify theorganization in col.

of your support?

Is theorganization in col.

organized in theU.S.?

Name of supportedorganization

EIN Amount of monetarysupport

(All organizations must complete this part.) See instructions.

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

A church, convention of churches, or association of churches described in

A school described in (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in

A medical research organization operated in conjunction with a hospital described in Enter the hospital's name,

city, and state:

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

(Complete Part II.)

A federal, state, or local government or governmental unit described in

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in

(Complete Part II.)

A community trust described in (Complete Part II.)

An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from

activities related to its exempt functions - subject to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment

income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975.

See (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or

more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See Check the box that

describes the type of supporting organization and complete lines 11e through 11h.

Type I Type II Type III - Functionally integrated Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than

foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III

supporting organization, check this box

Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

A person who directly or indirectly controls, either alone or together with persons described in (ii) and (iii) below,

the governing body of the supported organization?

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

A 35% controlled entity of a person described in (i) or (ii) above?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~

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

LHA

SCHEDULE A

Part I Reason for Public Charity Status

Public Charity Status and Public Support 2012


X

13

Subtract line 5 from line 4.

23202212-04-12

Calendar year (or fiscal year beginning in)

Calendar year (or fiscal year beginning in) |

2

(a) (b) (c) (d) (e) (f)

1

2

3

4

5

Total.

6 Public support.

(a) (b) (c) (d) (e) (f)

7

8

9

10

11

12

13

Total support.

12

First five years.

stop here

14

15

14

15

16

17

18

a

b

a

b

33 1/3% support test - 2012.

stop here.

33 1/3% support test - 2011.

stop here.

10% -facts-and-circumstances test - 2012.

stop here.

10% -facts-and-circumstances test - 2011.

stop here.

Private foundation.


|

Add lines 7 through 10

Schedule A (Form 990 or 990-EZ) 2012 Page

(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization

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

2008 2009 2010 2011 2012 Total

Gifts, grants, contributions, and

membership fees received. (Do not

include any "unusual grants.") ~~

Tax revenues levied for the organ-

ization's benefit and either paid to

or expended on its behalf ~~~~

The value of services or facilities

furnished by a governmental unit to

the organization without charge ~

Add lines 1 through 3 ~~~

The portion of total contributions

by each person (other than a

governmental unit or publicly

supported organization) included

on line 1 that exceeds 2% of the

amount shown on line 11,

column (f) ~~~~~~~~~~~~

2008 2009 2010 2011 2012 Total

Amounts from line 4 ~~~~~~~

Gross income from interest,

dividends, payments received on

securities loans, rents, royalties

and income from similar sources ~

Net income from unrelated business

activities, whether or not the

business is regularly carried on ~

Other income. Do not include gain

or loss from the sale of capital

assets (Explain in Part IV.) ~~~~

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

If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3)

organization, check this box and �� |

~~~~~~~~~~~~Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f))

Public support percentage from 2011 Schedule A, Part II, line 14

%

%~~~~~~~~~~~~~~~~~~~~~

If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box and

The organization qualifies as a publicly supported organization ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ |

If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this box

and The organization qualifies as a publicly supported organization ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ |

If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more,

and if the organization meets the "facts-and-circumstances" test, check this box and Explain in Part IV how the organization

meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ~~~~~~~~~~~~~~~ |

If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or

more, and if the organization meets the "facts-and-circumstances" test, check this box and Explain in Part IV how the

organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ~~~~~~~~ |

If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions �� |

Part II Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)

Section A. Public Support

Section B. Total Support

Section C. Computation of Public Support Percentage


51288083.56930674.54697652.50071586.56349915.269337910

51288083.56930674.54697652.50071586.56349915.269337910

269337910

51288083.56930674.54697652.50071586.56349915.269337910

295,364. 217,932. 135,426. 217,872. 134,219. 1000813.

24,797. 27,920. 21,933. 159,408. 38,572. 272,630.270611353

16,743,816.

99.5399.42

X

14

(Subtract line 7c from line 6.)

Amounts included on lines 2 and 3 received

from other than disqualified persons that

exceed the greater of $5,000 or 1% of the

amount on line 13 for the year

(Add lines 9, 10c, 11, and 12.)

232023 12-04-12



Total support.

3

(a) (b) (c) (d) (e) (f)

1

2

3

4

5

6

7

Total.

a

b

c

8 Public support

(a) (b) (c) (d) (e) (f)

9

10a

b

c11

12

13

14 First five years.

stop here

15

16

15

16

17

18

19

20

2012

2011

17

18

a

b

33 1/3% support tests - 2012.

stop here.

33 1/3% support tests - 2011.

stop here.

Private foundation.


Unrelated business taxable income

(less section 511 taxes) from businesses

acquired after June 30, 1975

Schedule A (Form 990 or 990-EZ) 2012 Page

(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to

qualify under the tests listed below, please complete Part II.)

2008 2009 2010 2011 2012 Total

Gifts, grants, contributions, and

membership fees received. (Do not

include any "unusual grants.") ~~

Gross receipts from admissions,merchandise sold or services per-formed, or facilities furnished inany activity that is related to theorganization's tax-exempt purpose

Gross receipts from activities that

are not an unrelated trade or bus-

iness under section 513 ~~~~~

Tax revenues levied for the organ-

ization's benefit and either paid to

or expended on its behalf ~~~~

The value of services or facilities

furnished by a governmental unit to

the organization without charge ~

~~~ Add lines 1 through 5

Amounts included on lines 1, 2, and

3 received from disqualified persons

~~~~~~

Add lines 7a and 7b ~~~~~~~

2008 2009 2010 2011 2012 Total

Amounts from line 6 ~~~~~~~Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources ~

~~~~

Add lines 10a and 10b ~~~~~~Net income from unrelated businessactivities not included in line 10b, whether or not the business is regularly carried on ~~~~~~~Other income. Do not include gainor loss from the sale of capitalassets (Explain in Part IV.) ~~~~

If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,

check this box and �� |

Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f))

Public support percentage from 2011 Schedule A, Part III, line 15

~~~~~~~~~~~~ %

%��

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

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

~~~~~~~~ %

%~~~~~~~~~~~~~~~~~~

If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not

more than 33 1/3%, check this box and The organization qualifies as a publicly supported organization ~~~~~~~~~~ |

If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3%, and

line 18 is not more than 33 1/3%, check this box and The organization qualifies as a publicly supported organization~~~~ |

If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions �� |

Part III Support Schedule for Organizations Described in Section 509(a)(2)

Section A. Public Support

Section B. Total Support

Section C. Computation of Public Support Percentage

Section D. Computation of Investment Income Percentage

15

OMB No. 1545-0047


22345112-21-12

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

(Form 990, 990-EZ,or 990-PF) | Attach to Form 990, Form 990-EZ, or Form 990-PF.


Organization type

Filers of: Section:

not

General Rule Special Rule.

Note.

General Rule

Special Rules

(1) (2)

General Rule

Caution.

must

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

exclusively

exclusively exclusively

(check one):

Form 990 or 990-EZ 501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF 501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

Check if your organization is covered by the or a

Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

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.

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 $5,000 or 2%

of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor, during the year,

total contributions of more than $1,000 for use 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 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 religious, charitable, etc.,

purpose. Do not complete any of the parts unless the applies to this organization because it received nonexclusively

religious, charitable, etc., contributions of $5,000 or more during the year ~~~~~~~~~~~~~~~~~ | $

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 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 Part I, line 2 of its Form 990-PF, to

certify that it does not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF).

LHA

Schedule B Schedule of Contributors

2012

** PUBLIC DISCLOSURE COPY **


X 3

X

223452 12-21-12

Name of organization Employer identification number


(a)

No.

(b)

Name, address, and ZIP + 4

(c)

Total contributions

(d)

Type of contribution

Person

Payroll

Noncash

(a)

No.

(b)


(c)

Total contributions

(d)


Person

Payroll

Noncash

(a)

No.

(b)


(c)

Total contributions

(d)


Person

Payroll

Noncash

(a)

No.

(b)


(c)

Total contributions

(d)


Person

Payroll

Noncash

(a)

No.

(b)


(c)

Total contributions

(d)


Person

Payroll

Noncash

(a)

No.

(b)


(c)

Total contributions

(d)


Person

Payroll

Noncash

Schedule B (Form 990, 990-EZ, or 990-PF) (2012) Page

(see instructions). Use duplicate copies of Part I if additional space is needed.

$

(Complete Part II if thereis a noncash contribution.)

$


$


$


$


$


2

Part I Contributors


1 X

605,587.

2

7,933,635. X

17

223453 12-21-12



(a)

No.

from

Part I

(c)

FMV (or estimate)

(see instructions)

(b)

Description of noncash property given

(d)

Date received

(a)

No.

from

Part I

(c)

FMV (or estimate)

(see instructions)

(b)


(d)

Date received

(a)

No.

from

Part I

(c)

FMV (or estimate)

(see instructions)

(b)


(d)

Date received

(a)

No.

from

Part I

(c)

FMV (or estimate)

(see instructions)

(b)


(d)

Date received

(a)

No.

from

Part I

(c)

FMV (or estimate)

(see instructions)

(b)


(d)

Date received

(a)

No.

from

Part I

(c)

FMV (or estimate)

(see instructions)

(b)


(d)

Date received


(see instructions). Use duplicate copies of Part II if additional space is needed.

$

$

$

$

$

$

3

Part II Noncash Property


FOOD COMMODITIES2

7,933,635. 12/31/12

18

(Enter this information once.)

223454 12-21-12


religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations that total more than $1,000 for theyear. (a) (e) and

$1,000 or less


(a) No.fromPart 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 Relationship of transferor to transferee

(a) No.fromPart I




(a) No.fromPart I




(a) No.fromPart I




exclusively Complete columns through the following line entry. For organizations completing Part III, enter

the total of religious, charitable, etc., contributions of for the year.


| $

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

Exclusively

4

Part III


19

OMB No. 1545-0047


23204101-07-13

(Form 990 or 990-EZ)For Organizations Exempt From Income Tax Under section 501(c) and section 527


Complete if the organization is described below. Attach to Form 990 or Form 990-EZ.

| See separate instructions.

If the organization answered "Yes," to Form 990, Part IV, line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then

If the organization answered "Yes," to Form 990, Part IV, line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then

If the organization answered "Yes," to Form 990, Part IV, line 5 (Proxy Tax), or Form 990-EZ, Part V, line 35c (Proxy Tax), then

Employer identification number

1

2

3

1

2

3

4

Yes No

a

b

Yes No

1

2

3

4

5

Form 1120-POL Yes No

(a) (b) (c) (d) (e)

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. Schedule C (Form 990 or 990-EZ) 2012

¥ Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.

¥ Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.

¥ Section 527 organizations: Complete Part I-A only.

¥ Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.

¥ Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.

¥ Section 501(c)(4), (5), or (6) organizations: Complete Part III.Name of organization

Provide a description of the organization's direct and indirect political campaign activities in Part IV.

Political expenditures

Volunteer hours

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ $

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Enter the amount of any excise tax incurred by the organization under section 4955

Enter the amount of any excise tax incurred by organization managers under section 4955

If the organization incurred a section 4955 tax, did it file Form 4720 for this year?

~~~~~~~~~~~~~ $

~~~~~~~~~~ $

~~~~~~~~~~~~~~~~~~~

Was a correction made?

If "Yes," describe in Part IV.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Enter the amount directly expended by the filing organization for section 527 exempt function activities

Enter the amount of the filing organization's funds contributed to other organizations for section 527

exempt function activities

~~~~ $

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ $

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL,

line 17b

Did the filing organization file for this year?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ $

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing organization

made payments. For each organization listed, enter the amount paid from the filing organization's funds. Also enter the amount of political

contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a

political action committee (PAC). If additional space is needed, provide information in Part IV.

Name Address EIN Amount paid fromfiling organization's

funds. If none, enter -0-.

Amount of politicalcontributions received and

promptly and directlydelivered to a separatepolitical organization.

If none, enter -0-.

LHA

SCHEDULE C

Part I-A Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Part I-B Complete if the organization is exempt under section 501(c)(3).

Part I-C Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Political Campaign and Lobbying Activities2012

J J

J

JJ

J

J

J


20

23204201-07-13

If the amount on line 1e, column (a) or (b) is:

2

A

B

Limits on Lobbying Expenditures(The term "expenditures" means amounts paid or incurred.)

(a) (b)

1a

b

c

d

e

f

The lobbying nontaxable amount is:

g

h

i

j

Yes No

4-Year Averaging Period Under Section 501(h)(Some organizations that made a section 501(h) election do not have to complete all of the five

columns below. See the instructions for lines 2a through 2f on page 4.)

Lobbying Expenditures During 4-Year Averaging Period

(a) (b) (c) (d) (e)

2a

b

c

d

e

f

Schedule C (Form 990 or 990-EZ) 2012

Schedule C (Form 990 or 990-EZ) 2012 Page

Check if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN,

expenses, and share of excess lobbying expenditures).

Check if the filing organization checked box A and "limited control" provisions apply.

Filingorganization's

totals

Affiliated grouptotals

Total lobbying expenditures to influence public opinion (grass roots lobbying)

Total lobbying expenditures to influence a legislative body (direct lobbying)

~~~~~~~~~~

~~~~~~~~~~~

Total lobbying expenditures (add lines 1a and 1b)

Other exempt purpose expenditures

~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Total exempt purpose expenditures (add lines 1c and 1d)

Lobbying nontaxable amount. Enter the amount from the following table in both columns.

~~~~~~~~~~~~~~~~~~~~

Not over $500,000

Over $500,000 but not over $1,000,000

Over $1,000,000 but not over $1,500,000

Over $1,500,000 but not over $17,000,000

Over $17,000,000

20% of the amount on line 1e.

$100,000 plus 15% of the excess over $500,000.

$175,000 plus 10% of the excess over $1,000,000.

$225,000 plus 5% of the excess over $1,500,000.

$1,000,000.

Grassroots nontaxable amount (enter 25% of line 1f)

Subtract line 1g from line 1a. If zero or less, enter -0-

Subtract line 1f from line 1c. If zero or less, enter -0-

~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~

If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720

reporting section 4911 tax for this year? ��

Calendar year (or fiscal year beginning in)

2009 2010 2011 2012 Total

Lobbying nontaxable amount

Lobbying ceiling amount

(150% of line 2a, column(e))

Total lobbying expenditures

Grassroots nontaxable amount

Grassroots ceiling amount

(150% of line 2d, column (e))

Grassroots lobbying expenditures

Part II-A Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

J

J


7,627.4,996.

12,623.56,442,621.56,455,244.1,000,000.

250,000.0.0.

1,000,000. 1,000,000. 1,000,000. 1,000,000. 4,000,000.

6,000,000.

10,241. 22,817. 16,922. 12,623. 62,603.

250,000. 250,000. 250,000. 250,000. 1,000,000.

1,500,000.

7,352. 17,264. 11,839. 7,627. 44,082.

21

23204301-07-13

3

(a) (b)

Yes No Amount

1

a

b

c

d

e

f

g

h

i

j

a

b

c

d

2

Yes No

1

2

3

1

2

3

1

2

3

4

5

(do not include amounts of political

expenses for which the section 527(f) tax was paid).

1

2a

2b

2c

3

4

5

a

b

c

Schedule C (Form 990 or 990-EZ) 2012

For each "Yes," response to lines 1a through 1i below, provide in Part IV a detailed descriptionof the lobbying activity.

Schedule C (Form 990 or 990-EZ) 2012 Page

During the year, did the filing organization attempt to influence foreign, national, state or

local legislation, including any attempt to influence public opinion on a legislative matter

or referendum, through the use of:

Volunteers?

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)?

Media advertisements?

Mailings to members, legislators, or the public?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~

Publications, or published or broadcast statements?

Grants to other organizations for lobbying purposes?

~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~

Direct contact with legislators, their staffs, government officials, or a legislative body?

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means?

Other activities?

~~~~~~

~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Total. Add lines 1c through 1i

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)?

If "Yes," enter the amount of any tax incurred under section 4912

If "Yes," enter the amount of any tax incurred by organization managers under section 4912

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year?

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~

~~~~~~~~~~~~~~~~

~~~

��

Were substantially all (90% or more) dues received nondeductible by members?

Did the organization make only in-house lobbying expenditures of $2,000 or less?

Did the organization agree to carry over lobbying and political expenditures from the prior year?

~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~

��

Dues, assessments and similar amounts from members

Section 162(e) nondeductible lobbying and political expenditures

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Current year

Carryover from last year

Total

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess

does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political

expenditure next year?

~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Taxable amount of lobbying and political expenditures (see instructions) ��

Complete this part to provide the descriptions required for Part I-A, line 1; Part I-B, line 4; Part I-C, line 5; Part II-A (affiliated group list); Part II-A, line 2;

and Part II-B, line 1. Also, complete this part for any additional information.

Part II-B Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768(election under section 501(h)).

Part III-A Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Part III-B Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No," OR (b) Part III-A, line 3, isanswered "Yes."

Part IV Supplemental Information


22

OMB No. 1545-0047


23205112-10-12

Held at the End of the Tax Year

(Form 990) | Complete if the organization answered "Yes," to Form 990,

Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.

| Attach to Form 990. | See separate instructions.Open to PublicInspection


(a) (b)

1

2

3

4

5

6

Yes No

Yes No

1

2

3

4

5

6

7

8

9

a

b

c

d

2a

2b

2c

2d

Yes No

Yes No

1

2

a

b

(i)

(ii)

a

b

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule D (Form 990) 2012

Complete if the

organization answered "Yes" to Form 990, Part IV, line 6.

Donor advised funds Funds and other accounts

Total number at end of year

Aggregate contributions to (during year)

Aggregate grants from (during year)

Aggregate value at end of year

~~~~~~~~~~~~~~~

~~~~~~~~

~~~~~~~~~~

~~~~~~~~~~~~~

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds

are the organization's property, subject to the organization's exclusive legal control?~~~~~~~~~~~~~~~~~~

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only

for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring

impermissible private benefit? ��

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

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

Preservation of land for public use (e.g., recreation or education)

Protection of natural habitat

Preservation of open space

Preservation of an historically important land area

Preservation of a certified historic structure

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

day of the tax year.

Total number of conservation easements

Total acreage restricted by conservation easements

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~

Number of conservation easements on a certified historic structure included in (a)

Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure

listed in the National Register

~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

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

year |

Number of states where property subject to conservation easement is located |

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of

violations, and enforcement of the conservation easements it holds? ~~~~~~~~~~~~~~~~~~~~~~~~~

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

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year | $

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

and section 170(h)(4)(B)(ii)? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and balance sheet, and

include, if applicable, the text of the footnote to the organization's financial statements that describes the organization's accounting for

conservation easements.


If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art,

historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII,

the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical

treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts

relating to these items:

Revenues included in Form 990, Part VIII, line 1

Assets included in Form 990, Part X

~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | $

$~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ |

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide

the following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1

Assets included in Form 990, Part X

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | $

$~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ |

LHA

Part I Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts.

Part II Conservation Easements.

Part III Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.

SCHEDULE D Supplemental Financial Statements 2012


23

23205212-10-12

3

4

5

a

b

c

d

e

Yes No

1

2

a

b

c

d

e

f

a

b

Yes No

1c

1d

1e

1f

Yes No

(a) (b) (c) (d) (e)

1

2

3

4

a

b

c

d

e

f

g

a

b

c

a

b

Yes No

(i)

(ii)

3a(i)

3a(ii)

3b

(a) (b) (c) (d)

1a

b

c

d

e

Total.

Schedule D (Form 990) 2012

(continued)

(Column (d) must equal Form 990, Part X, column (B), line 10(c).)

Two years back Three years back Four years back

Schedule D (Form 990) 2012 Page

Using the organization's acquisition, accession, and other records, check any of the following that are a significant use of its collection items

(check all that apply):

Public exhibition

Scholarly research

Preservation for future generations

Loan or exchange programs

Other

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

During the year, did the organization solicit or receive donations of art, historical treasures, or other similar assets

to be sold to raise funds rather than to be maintained as part of the organization's collection? ��

Complete if the organization answered "Yes" to Form 990, Part IV, line 9, orreported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not included

on Form 990, Part X?

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

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Amount

Beginning balance

Additions during the year

Distributions during the year

Ending balance

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Did the organization include an amount on Form 990, Part X, line 21?

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

~~~~~~~~~~~~~~~~~~~~~~~~~

��


Current year Prior year

Beginning of year balance

Contributions

Net investment earnings, gains, and losses

Grants or scholarships

~~~~~~~

~~~~~~~~~~~~~~

~~~~~~~~~

Other expenditures for facilities

and programs

Administrative expenses

End of year balance

~~~~~~~~~~~~~

~~~~~~~~

~~~~~~~~~~

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

Board designated or quasi-endowment

Permanent endowment

Temporarily restricted endowment

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

| %

| %

| %

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

by:

unrelated organizations

related organizations

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

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

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

~~~~~~~~~~~~~~~~~~~~~~

See Form 990, Part X, line 10.

Description of property Cost or otherbasis (investment)

Cost or otherbasis (other)

Accumulateddepreciation

Book value

Land

Buildings

Leasehold improvements

~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~

~~~~~~~~~~

Equipment

Other

~~~~~~~~~~~~~~~~~

��

Add lines 1a through 1e. |��

2Part III Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets

Part IV Escrow and Custodial Arrangements.

Part V Endowment Funds.

Part VI Land, Buildings, and Equipment.


4,070,358. 3,931,798. 2,778,200. 1,657,469. 1,698,980.1,050,808. 257,460. 709,299. 1,108,030. 400,050.

324,865. -49,874. 516,882. 89,340. -361,598.

71,474. 69,026. 72,583. 76,639. 79,963.

5,374,557. 4,070,358. 3,931,798. 2,778,200. 1,657,469.

100.00

XX

3,289,142. 3,289,142.14,106,885. 2,701,056. 11,405,829.

2,011,776. 1,741,697. 270,079.1,860,711. 1,161,241. 699,470.

15,664,520.

24

(including name of security)

23205312-10-12

Total.

Total.

(a) (b) (c)

(a) (b) (c)

(a) (b)

Total.

(a) (b) 1.

Total.

2.


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

(Column (b) must equal Form 990, Part X, col. (B) line 25.)

Description of security or category

(Col. (b) must equal Form 990, Part X, col. (B) line 12.) |

(Col. (b) must equal Form 990, Part X, col. (B) line 13.) |



Book value Method of valuation: Cost or end-of-year market value

(1)

(2)

(3)

Financial derivatives

Closely-held equity interests

Other

~~~~~~~~~~~~~~~

~~~~~~~~~~~

(A)

(B)

(C)

(D)

(E)

(F)

(G)

(H)

(I)

Description of investment typeSee Form 990, Part X, line 13.

Book value Method of valuation: Cost or end-of-year market value

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)


Description Book value

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

�� |


Description of liability Book value

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

Federal income taxes

�� |

FIN 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's

liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII ��

3Part VII Investments - Other Securities.

Part VIII Investments - Program Related.

Part IX Other Assets.

Part X Other Liabilities.


CERTIFICATES OF DEPOSIT 7,380,392. END-OF-YEAR MARKET VALUEFUNDS HELD AT OREGONCOMMUNITY FOUNDATION 1,614,804. END-OF-YEAR MARKET VALUEFUNDS HELD IN US BANKINVESTMENT ACCOUNT 3,759,753. END-OF-YEAR MARKET VALUE

12,754,949.

ANNUITY AGREEMENT 117,963.RETIREMENT PAYABLE 65,033.

182,996.

25

23205412-10-12

1

2

3

4

5

1

a

b

c

d

e

2a

2b

2c

2d

2a 2d 2e

32e 1

1

a

b

c

4a

4b

4a 4b

3 4c.

4c

5

1

2

3

4

5

1

a

b

c

d

e

2a

2b

2c

2d

2a 2d

2e 1

2e

3

1

a

b

c

4a

4b

4a 4b

3 4c.

4c

5


(This must equal Form 990, Part I, line 12.)

(This must equal Form 990, Part I, line 18.)


Total revenue, gains, and other support per audited financial statements

Amounts included on line 1 but not on Form 990, Part VIII, line 12:

~~~~~~~~~~~~~~~~~~~

Net unrealized gains on investments


Recoveries of prior year grants

Other (Describe in Part XIII.)

~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~

Add lines through ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Subtract line from line ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Amounts included on Form 990, Part VIII, line 12, but not on line :

Investment expenses not included on Form 990, Part VIII, line 7b


~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~

Add lines and

Total revenue. Add lines and

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

��

Total expenses and losses per audited financial statements

Amounts included on line 1 but not on Form 990, Part IX, line 25:

~~~~~~~~~~~~~~~~~~~~~~~~~~


Prior year adjustments

Other losses


~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~

Add lines through

Subtract line from line

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Amounts included on Form 990, Part IX, line 25, but not on line :

Investment expenses not included on Form 990, Part VIII, line 7b


~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~

Add lines and

Total expenses. Add lines and

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

��

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part IV, lines 1b and 2b; Part V, line 4; Part

X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

4Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return

Part XIII Supplemental Information


60,347,312.

237,759.82,712.

320,471.60,026,841.

0.60,026,841.

58,814,073.

82,712.

82,712.58,731,361.

0.58,731,361.

PART V, LINE 4: THE PURPOSE OF THE ENDOWMENT IS TO PROVIDE A LONG-TERM

SOURCE OF REVENUE TO SUPPLEMENT OTHER SOURCES OF REVENUE AND TO PROTECT

MAJOR CAPITAL INVESTMENTS IN ORDER TO BEST SERVE THE MISSION OF THE OREGON

FOOD BANK AND ACHIEVE ITS LONG-TERM STRATEGIC GOALS. USE OF THE ENDOWMENT

IS GOVERNED BY A BOARD ENDOWMENT POLICY ADOPTED 2/25/1998 AND AMENDED

1/27/2010. PRINCIPAL AND INCOME CAN BE ACCESSED IF THE BOARD OF DIRECTORS

TAKES A SPECIFIC ACTION TO DO SO.

26

OMB No. 1545-0047


Didfundraiser

have custodyor control of

contributions?

23208101-07-13

Schedule G (Form 990 or 990-EZ) 2012

(Form 990 or 990-EZ)

Open To PublicInspection

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19,or if the organization entered more than $15,000 on Form 990-EZ, line 6a.

| Attach to Form 990 or Form 990-EZ. | See separate instructions.Employer identification number

1

a

b

c

d

a

b

e

f

g

2

Yes No

(i) (ii)

(iii) (iv)

(v)

(i)

(vi)

Yes No

Total

3

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

Name of the organization

Complete if the organization answered "Yes" to Form 990, Part IV, line 17. Form 990-EZ filers are notrequired to complete this part.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

Mail solicitations

Internet and email solicitations

Phone solicitations

In-person solicitations

Solicitation of non-government grants

Solicitation of government grants

Special fundraising events

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees or

key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is to be

compensated at least $5,000 by the organization.

Name and address of individualor entity (fundraiser)

ActivityGross receipts

from activity

Amount paidto (or retained by)

fundraiserlisted in col.

Amount paidto (or retained by)

organization

�� |

List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registrationor licensing.

LHA

SCHEDULE G

Fundraising Activities. Part I

Supplemental Information RegardingFundraising or Gaming Activities 2012


27

232082 01-07-13

2

(d)

(a)

(c)

(a) (b) (c)

1

2

3

4

5

6

7

8

9

10

11

(a) (b)

(c) (d)

(a) (c)

1

2

3

4

5

6

7

8

Yes Yes Yes

No No No

9

10

a

b

Yes No

a

b

Yes No


Pull tabs/instantbingo/progressive bingo

Schedule G (Form 990 or 990-EZ) 2012 Page Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000

of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.

Total events

(add col. through

col. )

Re

ven

ue

Event #1 Event #2 Other events

(event type) (event type) (total number)

Gross receipts

Less: Contributions

~~~~~~~~~~~~~~

~~~~~~~~~~~

Gross income (line 1 minus line 2)

Dir

ec

t E

xpe

nse

s

��

Cash prizes

Noncash prizes

~~~~~~~~~~~~~~~

~~~~~~~~~~~~~

Rent/facility costs ~~~~~~~~~~~~

Food and beverages

Entertainment

~~~~~~~~~~

~~~~~~~~~~~~~~

Other direct expenses ~~~~~~~~~~

Direct expense summary. Add lines 4 through 9 in column (d)

Net income summary. Combine line 3, column (d), and line 10

~~~~~~~~~~~~~~~~~~~~~~~~ | ( )

�� |Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than

$15,000 on Form 990-EZ, line 6a.

Re

ven

ue Bingo Other gaming

Total gaming (addcol. through col. )

Dir

ec

t E

xpe

nse

s

Gross revenue ��

Cash prizes

Noncash prizes

~~~~~~~~~~~~~~~

~~~~~~~~~~~~~

Rent/facility costs

Other direct expenses

~~~~~~~~~~~~

��

% % %

Volunteer labor ~~~~~~~~~~~~~

Direct expense summary. Add lines 2 through 5 in column (d)

Net gaming income summary. Combine line 1, column d, and line 7

~~~~~~~~~~~~~~~~~~~~~~~~ | ( )

�� |

Enter the state(s) in which the organization operates gaming activities:

Is the organization licensed to operate gaming activities in each of these states?

If "No," explain:

~~~~~~~~~~~~~~~~~~~~

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year?

If "Yes," explain:

~~~~~~~~~

Part II Fundraising Events.

Part III Gaming.


NONEWATERFRONTBLUES FESTIV

ORE. HARVESTDINNER

2,249,733. 515,785. 2,765,518.

696,087. 453,600. 1,149,687.

1,553,646. 62,185. 1,615,831.

28,993. 28,993.

207,218. 207,218.

369,964. 1,300. 371,264.

645,476. 81,858. 727,334.269,883. 22,894. 292,777.

1,627,586.-11,755.

28

232083 01-07-13

3

11

12

13

14

15

Yes No

Yes No

a

b

13a

13b

Yes Noa

b

c

16

17

a

b

Yes No

Supplemental Information.


Schedule G (Form 990 or 990-EZ) 2012 Page

Does the organization operate gaming activities with nonmembers?

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity formed

to administer charitable gaming?

~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Indicate the percentage of gaming activity operated in:

The organization's facility

An outside facility

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ %

%~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Enter the name and address of the person who prepares the organization's gaming/special events books and records:

Name |

Address |

Does the organization have a contract with a third party from whom the organization receives gaming revenue?

If "Yes," enter the amount of gaming revenue received by the organization |

~~~~~~

$ and the amount

of gaming revenue retained by the third party | $ .

If "Yes," enter name and address of the third party:

Name |

Address |

Gaming manager information:

Name |

Gaming manager compensation |

Description of services provided |

$

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Enter the amount of distributions required under state law to be distributed to other exempt organizations or spent in the

organization's own exempt activities during the tax year | $

Complete this part to provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III,

lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).

Part IV


29

OMB No. 1545-0047

Department of the Treasury

Internal Revenue Service

23210112-18-12

Grants and Other Assistance to Organizations,

Governments, and Individuals in the United States

SCHEDULE I(Form 990)

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

| Attach to Form 990.



General Information on Grants and AssistancePart I

1

2

Yes No

Part II Grants and Other Assistance to Governments and Organizations in the United States.

(f) 1 (a) (b) (c) (d) (e) (g) (h)

2

3

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule I (Form 990) (2012)


Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and the selection

criteria used to award the grants or assistance? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

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

Complete if the organization answered "Yes" to Form 990, Part IV, line 21, for any

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

valuation (book,FMV, appraisal,

other)

Name and address of organizationor government

EIN IRC sectionif applicable

Amount ofcash grant

Amount ofnon-cash

assistance

Description ofnon-cash assistance

Purpose of grantor assistance

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

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

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ |

�� |

LHA

2012


X

REGIONAL FOOD BANKS & LOCAL FOODDISTRIBUTION AGENCIES IN ORE. ANDWASH. - (ADDITIONAL INFORMATIONUPON REQUEST.) - VARIOUS CITIES. 501(C)(3) 1,793,407. 0. TO PREVENT HUNGERREGIONAL FOOD BANKS & LOCAL FOODDISTRIBUTION AGENCIES IN ORE. ANDWASH. - (ADDITIONAL INFORMATION COST OR DONATEDUPON REQUEST.) - VARIOUS CITIES. 501(C)(3) 0. 41,550,911.VALUE FOOD TO PREVENT HUNGER

370.

30

232102 12-18-12

2Part III Grants and Other Assistance to Individuals in the United States.

(e) (a) (b) (c) (d) (f)

Part IV Supplemental Information.

Schedule I (Form 990) (2012)

Schedule I (Form 990) (2012) Page Complete if the organization answered "Yes" to Form 990, Part IV, line 22.

Part III can be duplicated if additional space is needed.

Method of valuation(book, FMV, appraisal, other)

Type of grant or assistance Number ofrecipients

Amount ofcash grant

Amount of non-cash assistance

Description of non-cash assistance

Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.


SCHEDULE I, PART I, LINE 2: GOVERNMENT GRANTS ARE TYPICALLY ON A

REIMBURSEMENT BASIS. OFB WORKS WITH NETWORK PARTNERS IN ADVANCE TO OUTLINE

A WORK PLAN AND BUDGET TO SATISFY DONOR INTENT. QUARTERLY REPORTS ARE

REVIEWED BY OFB TO TRACK PROGRESS AND ENSURE COMPLIANCE. REQUESTS FOR

REIMBURSEMENT OF EXPENSES ARE SUBMITTED MONTHLY OR QUARTERLY AND

DOCUMENTATION IS MAINTAINED BY NETWORK PARTNERS OR OFB FOR REVIEW AND

AUDIT. ANNUAL MONITORING OF SUB-RECIPIENT ENTITIES IS PERFORMED. OFB

MONITORS PROGRAM OPERATIONS TO ENSURE FUNDS ARE ADMINISTERED IN ACCORDANCE

WITH FEDERAL, STATE REQUIREMENTS AND PRIVATE DONOR INTENT. IF DEFICIENCIES 31

23229105-01-12

2

Schedule I (Form 990)

Schedule I (Form 990) Page

Part IV Supplemental Information


ARE IDENTIFIED THROUGH THE MONITORING, OFB REVIEWS A PLAN FOR CORRECTIVE

ACTION SUBMITTED BY RECIPIENT AND FORWARDS TO THE FUNDER.

32

OMB No. 1545-0047


23211112-10-12

For certain Officers, Directors, Trustees, Key Employees, and HighestCompensated Employees

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

InspectionAttach to Form 990. See separate instructions.Employer identification number

Yes No

1a

b

1b

2

2

3

4

a

b

c

4a

4b

4c

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

5

5a

5b

6a

6b

7

8

9

a

b

6

a

b

7

8

9

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule J (Form 990) 2012

|

| |Name of the organization

Check the appropriate box(es) if the organization provided any of the following to or for a person listed in Form 990,

Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel

Travel for companions

Housing allowance or residence for personal use

Payments for business use of personal residence

Tax indemnification and gross-up payments

Discretionary spending account

Health or social club dues or initiation fees

Personal services (e.g., maid, chauffeur, chef)

If any of the boxes on line 1a are checked, did the organization follow a written policy regarding payment or

reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain~~~~~~~~~~~

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers, directors,

trustees, and the CEO/Executive Director, regarding the items checked in line 1a? ~~~~~~~~~~~~~~~~~~~~~

Indicate which, if any, of the following the filing organization used to establish the compensation of the organization's

CEO/Executive Director. Check all that apply. Do not check any boxes for methods used by a related organization to

establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee

Independent compensation consultant

Form 990 of other organizations

Written employment contract

Compensation survey or study

Approval by the board or compensation committee

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

organization or a related organization:

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

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

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

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~

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

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

contingent on the revenues of:

The organization?

Any related organization?

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

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

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

contingent on the net earnings of:

The organization?

Any related organization?

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

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed payments

not described in lines 5 and 6? If "Yes," describe in Part III

Were any amounts reported in Form 990, Part VII, paid or accrued pursuant to a contract that was subject to the

initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe in Part III

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in

Regulations section 53.4958-6(c)? ��

LHA

SCHEDULE J(Form 990)

Part I Questions Regarding Compensation

Compensation Information

2012


X

X

X

XX XX X

XXX

XX

XX

X

X

33

23211212-12-12

2

Part II Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees.

Note.

(B) (C) (D) (E) (F)

(i) (ii) (iii) (A)

(i)

(ii)

(i)

(ii)

(i)

(ii)

(i)

(ii)

(i)

(ii)

(i)

(ii)

(i)

(ii)

(i)

(ii)

(i)

(ii)

(i)

(ii)

(i)

(ii)

(i)

(ii)

(i)

(ii)

(i)

(ii)

(i)

(ii)

(i)

(ii)

Schedule J (Form 990) 2012

Schedule J (Form 990) 2012 Page

Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the instructions, on row (ii).Do not list any individuals that are not listed on Form 990, Part VII.

The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

Breakdown of W-2 and/or 1099-MISC compensation Retirement andother deferredcompensation

Nontaxablebenefits

Total of columns(B)(i)-(D)

Compensationreported as deferred

in prior Form 990Basecompensation

Bonus &incentive

compensation

Otherreportable

compensation

Name and Title


(1) JANEEN WADSWORTH 147,536. 0. 0. 9,060. 9,355. 165,951. 0.CHIEF OPERATING OFFICER 0. 0. 0. 0. 0. 0. 0.(2) RACHEL BRISTOL 152,981. 0. 0. 8,708. 8,691. 170,380. 0.FORMER CHIEF EXECUTIVE OFFICER 0. 0. 0. 0. 0. 0. 0.

34

23211312-10-12

3

Part III Supplemental Information

Schedule J (Form 990) 2012

Schedule J (Form 990) 2012 Page

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


PART I, LINE 1A: RACHEL BRISTOL RECEIVED $2,968 IN JUNE 2012 AS A

TRANSITION STIPEND FROM A BOARD-APPROVED RETIREMENT AGREEMENT. THE

AGREED-UPON STIPEND OF $2,000 WAS GROSSED-UP TO $2,968 AND TREATED AS

TAXABLE COMPENSATION.

PART I, LINE 1B: THE PAYMENT WAS PART OF A BOARD-APPROVED RETIREMENT

AGREEMENT.

PART I, LINE 4A: RACHEL BRISTOL RECEIVED $2,968 IN JUNE 2012 AS A

TRANSITION STIPEND FROM A BOARD-APPROVED RETIREMENT AGREEMENT. THE

AGREED-UPON STIPEND OF $2,000 WAS GROSSED-UP TO $2,968 AND TREATED AS

TAXABLE COMPENSATION.

35

OMB No. 1545-0047


23214112-20-12

Complete if the organizations answered "Yes" on Form

990, Part IV, lines 29 or 30. Open to PublicInspectionAttach to Form 990.


(a) (b) (c) (d)

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

29

Yes No

30

31

32

33

a

b

30a

31

32a

a

b

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule M (Form 990) (2012)


Check ifapplicable

Number ofcontributions or

items contributed

Noncash contributionamounts reported on

Form 990, Part VIII, line 1g

Method of determiningnoncash contribution amounts

Art - Works of art

Art - Historical treasures

Art - Fractional interests

~~~~~~~~~~~~~

~~~~~~~~~

~~~~~~~~~~

Books and publications

Clothing and household goods

~~~~~~~~~~

~~~~~~

Cars and other vehicles

Boats and planes

Intellectual property

~~~~~~~~~~

~~~~~~~~~~~~~

~~~~~~~~~~~

Securities - Publicly traded

Securities - Closely held stock

~~~~~~~~

~~~~~~~

Securities - Partnership, LLC, or

trust interests

Securities - Miscellaneous

~~~~~~~~~~~~~~

~~~~~~~~

Qualified conservation contribution -

Historic structures

Qualified conservation contribution - Other

~~~~~~~~~~~~

~

Real estate - Residential

Real estate - Commercial

Real estate - Other

~~~~~~~~~

~~~~~~~~~

~~~~~~~~~~~~

Collectibles

Food inventory

Drugs and medical supplies

Taxidermy

~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~

~~~~~~~~

~~~~~~~~~~~~~~~~

Historical artifacts

Scientific specimens

Archeological artifacts

~~~~~~~~~~~~

~~~~~~~~~~~

~~~~~~~~~~

Other ( )

Other ( )

Other ( )

Other ( )

Number of Forms 8283 received by the organization during the tax year for contributions

for which the organization completed Form 8283, Part IV, Donee Acknowledgement ~~~~

During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it must hold for

at least three years from the date of the initial contribution, and which is not required to be used for exempt purposes for

the entire holding period? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

If "Yes," describe the arrangement in Part II.

Does the organization have a gift acceptance policy that requires the review of any non-standard contributions? ~~~~~~

Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contributions? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

If "Yes," describe in Part II.

If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,

describe in Part II.

LHA

SCHEDULE M(Form 990)

Part I Types of Property

Noncash Contributions2012J

J

JJJJ


X 63 197,419. FMV

X 40,372,650. COMPARABLE SALES

SPECIAL EVENT X 168 26,193. COMPARABLE SALESGARDEN SUPPLI X 6 21,132. COMPARABLE SALESSOCCER BALLS X 1 4,593. COMPARABLE SALESGROCERY GIFT X 26 3,191. COMPARABLE SALES

X

X

X

36

232142 12-20-12

2

Schedule M (Form 990) (2012)

Schedule M (Form 990) (2012) Page

Complete this part to provide the information required by Part I, lines 30b, 32b, and 33, and whetherthe organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both.Also complete this part for any additional information.

Part II Supplemental Information.


PART I, OTHER TYPES OF PROPERTY:

BACKPACKS

(A) CHECK IF APPLICABLE = X

(B) NUMBER OF CONTRIBUTORS = 1

(C) REVENUE REPORTED ON FORM 990, PART VIII $ 1920.

(D) METHOD OF DETERMINING REVENUE: COMPARABLE SALES

PACKAGING SUPPLIES





MISC





SCHEDULE M, PART I, COLUMN (B): NUMBER OF CONTRIBUTIONS FOR ALL ITEMS

EXCEPT FOOD INVENTORY WHICH IS TRACKED AS NUMBER OF POUNDS RECEIVED.

THERE IS NOT A RELIABLE METHOD TO DETERMINE THE NUMBER OF DONORS OR

CONTRIBUTIONS RECEIVED DURING A YEAR.

SCHEDULE M, LINE 32B: VOLUNTEERS OF AMERICA (VOA) PROCESSES/SELLS

DONATED AUTOS. THEY KEEP 40%, AND THE OREGON FOOD BANK RECEIVES 60% OF

37

232142 12-20-12

2

Schedule M (Form 990) (2012)

Schedule M (Form 990) (2012) Page

Complete this part to provide the information required by Part I, lines 30b, 32b, and 33, and whetherthe organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both.Also complete this part for any additional information.

Part II Supplemental Information.


THE SALES PRICE. VOA PROVIDES TAX RECEIPTS TO DONORS.

AN RBC ACCOUNT IS USED FOR STOCK GIFTS.

38

OMB No. 1545-0047


23221101-04-13

(Form 990 or 990-EZ) Complete to provide information for responses to specific questions onForm 990 or 990-EZ or to provide any additional information.

| Attach to Form 990 or 990-EZ.Open to PublicInspection


For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. Schedule O (Form 990 or 990-EZ) (2012)


LHA

SCHEDULE O Supplemental Information to Form 990 or 990-EZ 2012


FORM 990, PART III, LINE 4D, OTHER PROGRAM SERVICES:

OFB IDENTIFIES THE ROOT CAUSES OF HUNGER AND WORKS TO IMPROVE OR

ELIMINATE THEM THROUGH PUBLIC POLICY ADVOCACY, BUILDING LOCAL FOOD

SECURITY, AND EDUCATION PROGRAMMING IN NUTRITION, COOKING, FOOD SAFETY

AND GARDEN SKILLS.

EXPENSES $ 1,110,070. INCLUDING GRANTS OF $ 0. REVENUE $ 0.

FORM 990, PART VI, SECTION A, LINE 1: THE EXECUTIVE COMMITTEE CONSISTS OF

THREE OR MORE DIRECTORS AND SHALL HAVE AND EXERCISE SUCH AUTHORITY OF THE

BOARD OF DIRECTORS IN THE MANAGEMENT OF THE CORPORATION AS MAY BE SPECIFIED

IN THE RESOLUTION.

FORM 990, PART VI, SECTION B, LINE 11: TAX PRINCIPAL OF OUTSIDE AUDIT FIRM

AND DIRECTOR OF FINANCE AND ADMINISTRATION WILL PERFORM REVIEW WITH FINANCE

AND AUDIT COMMITTEE AND THEN BOARD OF DIRECTORS PRIOR TO FILING WITH THE

IRS.

FORM 990, PART VI, SECTION B, LINE 12C: DISCLOSURE AND ABSTENTION BY

MEMBERS ON CASE BY CASE BOARD ACTIONS.

FORM 990, PART VI, SECTION B, LINE 15: COMPLETE MARKET SURVEY IS PERFORMED

BY STAFF EVERY SEVERAL YEARS AND REVIEWED BY BOARD EXECUTIVE COMMITTEE. CEO

SALARY IS REVIEWED AND APPROVED BY THE INDEPENDENT BOARD EXECUTIVE

COMMITTEE ANNUALLY AND RECORDED IN CHAIRPERSON RECORDS AND/OR MINUTES. FULL

BOARD VOTES ON TOTAL COMPENSATION PLAN BASED ON UPDATED MARKET INFORMATION.

39

23221201-04-13

2


Schedule O (Form 990 or 990-EZ) (2012)

Schedule O (Form 990 or 990-EZ) (2012) Page

Name of the organizationOREGON FOOD BANK, INC. 93-0785786

FORM 990, PART VI, SECTION C, LINE 19: FINANCIAL STATEMENTS ARE POSTED ON

OFB WEBSITE. CONFLICT OF INTEREST AND OTHER GOVERNING DOCUMENTS ARE NOT

MADE PUBLIC.

FORM 990, PART XII, LINE 2C

THE PROCESS HAS NOT CHANGED SINCE THE PRIOR YEAR.

40

oregon food bank, inc. and reports required€¦ · oregon food bank, inc. statement of cash flows...

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