2015-05-13T13:22:10-05:00 2014-12-31 351489521 GREENWALT CPAS INC 5342 W VERMONT STREET INDIANAPOLIS IN 46224 990 2014-01-01 237148440 GOODWILL INDUSTRIES FOUNDATION OF CENTRAL INDIANA INC GOOD 3175244313 1635 W MICHIGAN ST INDIANAPOLIS IN 46222 DANIEL J RILEY SENIOR VP ADMINISTRATION & CFO 3175244313 2015-05-12 1 AMANDA MEKO CPA P01062615 3172412999 2014 2016-02-25 16:41:14Z DANIEL J RILEY 1635 W MICHIGAN ST INDIANAPOLIS IN 46222 3606333 0 X WWW.GOODWILLINDY.ORG X 1971 IN SEE SCHEDULE O. 26 26 0 23 0 0 619613 793499 0 0 2305116 2114567 0 0 2924729 2908066 816345 952521 0 0 0 0 0 0 487346 646343 639050 1462688 1591571 1462041 1316495 30027444 30205272 608336 250595 29419108 29954677 SEE SCHEDULE O FOR FULL DESCRIPTION. 0 0 952521 952521 SEE SCHEDULE O. 952521 1 1 0 0 0 0 0 0 0 0 1 1 0 0 0 1 0 1 0 0 1 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 X 26 26 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 IN X DANIEL J RILEY 3175244313 1635 W MICHIGAN ST INDIANAPOLIS IN 46222 ELAINE E BEDEL CHAIR 1.00 X X 0 0 0 JOHN F HIRSCHMAN VICE-CHAIR 1.00 X X 0 0 0 KEITH FALLER SECRETARY 1.00 X X 0 0 0 MATT B CARTER TREASURER 1.00 X X 0 0 0 MALCOLM W APPLEGATE DIRECTOR 1.00 X 0 0 0 JONATHAN L BIRGE DIRECTOR 1.00 X 0 0 0 REBECCA BYRNES DIRECTOR 1.00 X 0 0 0 BETSY DUSTMAN DIRECTOR 1.00 X 0 0 0 GWEN A FOUNTAIN PHD DIRECTOR 1.00 X 0 0 0 OTTO N FRENZEL IV DIRECTOR 1.00 X 0 0 0 GORDON M GRAHAM DIRECTOR 1.00 X 0 0 0 C PERRY GRIFFITH JR DIRECTOR 1.00 X 0 0 0 MELINA KENNEDY DIRECTOR 1.00 X 0 0 0 THOMAS A KING DIRECTOR 1.00 X 0 0 0 WENDY LARMAN DIRECTOR 1.00 X 0 0 0 WILLIAM K MCGOWAN JR DIRECTOR 1.00 X 0 0 0 OWEN B MELTON JR DIRECTOR 1.00 X 0 0 0 RALPH MEYER DIRECTOR 1.00 X 0 0 0 ANDREW MORRIS DIRECTOR 1.00 X 0 0 0 JOHN NEIGHBOURS DIRECTOR 1.00 X 0 0 0 JOHN D PERRY DIRECTOR 1.00 X 0 0 0 STEVEN C ROBINSON DIRECTOR 1.00 X 0 0 0 THOMAS H SAMS DIRECTOR 1.00 X 0 0 0 FRED C TUCKER III DIRECTOR 1.00 X 0 0 0 W MICHAEL WELLS DIRECTOR 1.00 X 0 0 0 ELIZABETH BRACKEN WIESE DIRECTOR 1.00 X 0 0 0 JAMES M MCCLELLAND PRESIDENT 40.00 X 0 432488 44853 DANIEL J RILEY ASSISTANT SECRETARY/TREASURER 40.00 X 0 203889 17692 KENNETH FILE VP FOR ADVANCEMENT 40.00 X 0 151993 32307 0 788370 94852 0 0 1 0 0 793499 793499 1792944 1792944 1019890 698267 321623 321623 321623 2908066 0 0 2114567 875770 875770 76751 76751 50000 50000 68286 58296 9990 22325 22325 10456 10456 15593 15593 19976 19976 2986 2986 PERSONNEL-RELATED COSTS 400447 400447 MISCELLANEOUS 48981 40422 8559 1591571 952521 151704 487346 182311 298200 3642 25705 83940 51317 1800 1800 1800 23683871 24350638 6071880 5477612 30027444 30205272 608336 250595 608336 250595 X 27892373 28183353 1526735 1771324 29419108 29954677 30027444 30205272 1316495 -780926 0 X X 0 1 X 1 0 X 801433 1635657 631095 619613 793499 4481297 801433 1635657 631095 619613 793499 4481297 321618 4159679 379256 680472 500730 1084419 1792944 4437821 8919118 0.46640 0.62430 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1800 1800 1800 ALTERNATIVE INVESTMENTS 5477612 F 5477612 X PART X, LINE 2: GOODWILL AND ITS SUBSIDIARIES AND GOODWILL INDUSTRIES FOUNDATION ARE INDIANA NON-PROFIT CORPORATIONS, EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE U.S. INTERNAL REVENUE CODE. HOWEVER, IF INCOME WAS GENERATED FROM CERTAIN ACTIVITIES NOT DIRECTLY RELATED TO GOODWILL'S TAX-EXEMPT PURPOSES, SUCH INCOME WOULD BE SUBJECT TO TAXATION AS UNRELATED BUSINESS INCOME. GOODWILL AND ITS SUBSIDIARIES ARE NOT CONSIDERED PRIVATE FOUNDATIONS AS DEFINED IN SECTION 509(A) OF THE INTERNAL REVENUE CODE. ACCOUNTING STANDARDS FOR INCOME TAXES PROVIDE DETAILED GUIDANCE FOR THE FINANCIAL STATEMENT RECOGNITION, MEASUREMENT AND DISCLOSURE OF UNCERTAIN TAX POSITIONS RECOGNIZED IN AN ENTERPRISE'S FINANCIAL STATEMENTS. GOODWILL REGULARLY EVALUATES ITS ACTIVITIES TO DETERMINE THAT THEY ARE IN COMPLIANCE WITH ITS TAX-EXEMPT PURPOSE. CURRENTLY, GOODWILL'S MANAGEMENT DOES NOT BELIEVE IT IS ENGAGED IN ANY ACTIVITIES THAT WOULD CREATE AN UNCERTAIN TAX POSITION. GOODWILL IS NO LONGER SUBJECT TO EXAMINATION BY TAXING AUTHORITIES FOR YEARS BEFORE 2011. CENTRAL AMERICA AND THE CARIBBEAN - INVESTMENTS 162395 0 0 0 0 0 0 162395 0 162395 0 0 1 1 0 0 1 GOODWILL INDUSTRIES OF CENTRAL INDIANA INC 1635 W MICHIGAN ST INDIANAPOLIS IN 46222 350893506 501(C)3 749920 SUPPORT ORGANIZATION'S PRIMARY EXEMPT PURPOSE GOODWILL EDUCATION INITIATIVES INC 1635 W MICHIGAN ST INDIANAPOLIS IN 46222 200749885 501(C)3 125850 SUPPORT ORGANIZATION'S PRIMARY EXEMPT PURPOSE 2 0 SCHOLARSHIPS 34 76751 PART I, LINE 2: THE ORGANIZATION IS A RELATED ORGANIZATION OF GOODWILL INDUSTRIES OF CENTRAL INDIANA, INC. AND SUBSIDIARIES ("GOODWILL"). ALL GRANTS ARE MADE TO SUPPORT GOODWILL AND ITS PRIMARY EXEMPT PURPOSE. 0 0 0 0 0 0 0 0 0 JAMES M MCCLELLAND PRESIDENT 0 353125 0 65651 0 13712 0 29865 0 14988 0 477341 0 0 DANIEL J RILEY ASSISTANT SECRETARY/TREASURER 0 177200 0 25272 0 1417 0 16310 0 1382 0 221581 0 0 KENNETH FILE VP FOR ADVANCEMENT 0 135726 0 15188 0 1079 0 11708 0 20599 0 184300 0 0 FORM 990, PART I, LINE 1: THE ORGANIZATION'S PURPOSE IS TO SOLICIT FINANCIAL SUPPORT FROM THE GENERAL PUBLIC AND USE SUCH FUNDS TO SUPPORT GOODWILL INDUSTRIES OF CENTRAL INDIANA, INC. IN ITS COMPREHENSIVE VOCATIONAL DEVELOPMENT PROGRAMS, ESTABLISH AND EXPAND EMPLOYMENT AND EDUCATION RELATED PROGRAMS FOR DISABLED AND DISADVANTAGED INDIVIDUALS IN CENTRAL INDIANA, AND ATTRACT PROMISING STUDENTS TO CAREERS IN FAMILY SUSTAINING VOCATIONS BY PROVIDING SCHOLARSHIPS AND INTERNSHIPS. FORM 990, PART III, LINES 1 AND 4A: GOODWILL INDUSTRIES OF CENTRAL INDIANA, INC. ("GICI") AND ITS SUBSIDIARIES, GW COMMERCIAL SERVICES, INC. ("GWCS") AND GOODWILL EDUCATION INITIATIVES, INC. ("GEI"), TOGETHER WITH GOODWILL INDUSTRIES FOUNDATION OF CENTRAL INDIANA, INC. (THE FOUNDATION) (COLLECTIVELY REFERRED TO AS "GOODWILL") ARE VOLUNTARY HEALTH AND WELFARE ORGANIZATIONS THAT OFFER EMPLOYMENT, EDUCATION AND RELATED SERVICES TO DISADVANTAGED ADULTS AND YOUNG PEOPLE THROUGHOUT CENTRAL INDIANA. GOODWILL DEFINES DISADVANTAGED INDIVIDUALS AS THOSE WITH A BARRIER TO EMPLOYMENT SUCH AS A DISABILITY, A CRIMINAL HISTORY, AND/OR A LOW EDUCATION LEVEL (LESS THAN A HIGH SCHOOL DIPLOMA). GOODWILL'S MANAGEMENT ENCOURAGES INTERESTED READERS TO READ THE FORM 990 TAX RETURNS OF ALL RELATED ENTITIES IN ORDER TO OBTAIN COMPLETE INFORMATION ABOUT THE EXEMPT ACTIVITIES, OPERATIONS AND INTERRELATIONSHIPS OF THE COLLECTIVE CENTRAL INDIANA GOODWILL ORGANIZATIONS. THE FOUNDATION SOLICITS FINANCIAL SUPPORT FROM THE GENERAL PUBLIC AND USES SUCH FUNDS TO SUPPORT GOODWILL INDUSTRIES OF CENTRAL INDIANA, INC. IN ITS COMPREHENSIVE VOCATIONAL DEVELOPMENT PROGRAMS, ESTABLISH AND EXPAND EMPLOYMENT AND EDUCATION RELATED PROGRAMS FOR DISABLED AND DISADVANTAGED INDIVIDUALS IN CENTRAL INDIANA, AND ATTRACT PROMISING STUDENTS TO CAREERS IN FAMILY SUSTAINING VOCATIONS BY PROVIDING SCHOLARSHIPS AND INTERNSHIPS. GICI OPERATES FOUR DISTINCT ENTERPRISE DIVISIONS, DESCRIBED BELOW. GICI'S RETAIL OPERATION COLLECTS DONATIONS OF USED CLOTHING AND HOUSEHOLD ITEMS AND SELLS THEM THROUGH A NETWORK OF 52 THRIFT STORES, THREE WAREHOUSE OUTLET CENTERS AND TWO VINTAGE STORES. EXCESS AND UNSALABLE DONATED ITEMS ARE SOLD THROUGH SALVAGE AND RECYCLING CHANNELS. UNIQUE ITEMS, JEWELRY AND BOOKS ARE OFTEN SOLD THROUGH E-COMMERCE CHANNELS. THE RETAIL OPERATION ALSO ACCEPTS AND SELLS DONATED AUTOMOBILES, USING A THIRD PARTY ONLY FOR VEHICLE TOWING AND AUCTION SERVICES. THE RETAIL OPERATION EMPLOYS NEARLY 2,100 INDIVIDUALS, MORE THAN 65% OF WHOM HAVE A BARRIER TO EMPLOYMENT. THESE OPERATIONS ALSO GENERATE REVENUE AND CASH FLOW THAT FUND A LARGE PORTION OF GICI'S OTHER MISSION-RELATED OPERATIONS AND ITS GENERAL AND ADMINISTRATIVE EXPENSES. GICI'S COMMERCIAL SERVICES ("CS") OPERATION PROVIDES A VARIETY OF OUTSOURCE PACKAGING, ASSEMBLY, AND FULFILLMENT SERVICES TO EXTERNAL CUSTOMERS, EMPLOYING OVER 100 DISABLED AND DISADVANTAGED INDIVIDUALS. GICI'S EMPLOYMENT CENTER ("EC") OPERATION PROVIDES CASE MANAGEMENT, COUNSELING, TRAINING, EDUCATION, JOB COACHING, AND JOB PLACEMENT, AND RELATED SUPPORTIVE SERVICES, FOR DISABLED, DISADVANTAGED, UNEMPLOYED AND UNDER-EMPLOYED INDIVIDUALS WHO WISH TO FIND AND RETAIN EMPLOYMENT AND INCREASE THEIR ECONOMIC SELF-SUFFICIENCY. GICI'S MISSION ADVANCEMENT {(MA") OPERATION PROVIDES CASE MANAGEMENT, COUNSELING, TRAINING, EDUCATION, JOB COACHING, JOB PLACEMENT, AND RELATED SUPPORTIVE SERVICES FOR DISABLED, DISADVANTAGED, UNEMPLOYED AND UNDER-EMPLOYED INDIVIDUALS WHO WISH TO FIND AND RETAIN EMPLOYMENT AND INCREASE THEIR ECONOMIC SELF-SUFFICIENCY. MA ALSO MANAGES PROGRAMS DESIGNED TO PROVIDE HOLISTIC WHOLE-FAMILY SERVICES TO GOODWILL'S LOW-WAGE WORKERS AND STUDENTS, AS WELL AS TO FIRST-TIME EXPECTANT MOTHERS AND THEIR FAMILIES. THE CS AND MA SEGMENTS OF GICI ARE FUNDED BY A COMBINATION OF CONTRACTS WITH EXTERNAL CUSTOMERS, SERVICE CONTRACTS WITH FEDERAL AND STATE GOVERNMENTAL ENTITIES, UNITED WAY GRANTS, PRIVATE GRANTS AND GIFTS FROM INDIVIDUALS AND FOUNDATIONS, AND SUBSIDIES FROM GICI'S RETAIL OPERATION. GOODWILL STRIVES TO PLACE MANY OF THE INDIVIDUALS IT SERVES THROUGH ITS MISSION ADVANCEMENT DIVISION IN EMPLOYMENT WITH EXTERNAL EMPLOYERS. IN MANY INSTANCES, INDIVIDUALS MAY WORK AT GOODWILL IN VARIOUS CAPACITIES TO GAIN WORK EXPERIENCE, TRAINING, JOB AND INCOME STABILITY, AND SOFT SKILLS NECESSARY TO BECOME MORE SELF-SUFFICIENT IN EMPLOYMENT WITH OTHER FIRMS. INDIVIDUALS WITH DISABILITIES OR OTHER BARRIERS MADE UP 67% OF GOODWILL'S TOTAL WORKFORCE OF MORE THAN 3,100 EMPLOYEES IN 2014. EMPLOYEES WITH DISABILITIES AND OTHER BARRIERS RECEIVE INDIVIDUALIZED CASE MANAGEMENT AND SUPPORT DESIGNED TO ASSIST THEM IN DAILY LIVING, FINANCIAL DECISIONS, TRANSPORTATION, LIFE SKILLS, COMMUNICIATIONS, ACCESS TO HEALTH CARE AND OTHER CRITICAL NEEDS. FOR THE NEARLY 11% OF GOODWILL'S WORKFORCE THAT HAS A CRIMINAL HISTORY, GOODWILL PROVIDES EMPLOYMENT AND RELATED SERVICES TO HELP THEM RE-ESTABLISH A WORK AND EARNINGS HISTORY, DEVELOP JOB AND LIFE SKILLS AND REDUCE THE RISK OF RECIDIVISM. IN 2014,GOODWILL PLACED 942 INDIVIDUALS IN JOBS WITH EXTERNAL EMPLOYERS, AN AVERAGE OF MORE THAN 4 PEOPLE EVERY WORKDAY. GWCS PROVIDES REHABILITATIVE TRAINING AND JOBS FOR PEOPLE WHO HAVE SEVERE DISABILITIES, PRIMARILY THROUGH SERVICE CONTRACTS WITH VARIOUS FEDERAL GOVERNMENTAL ENTITIES PURSUANT TO ABILITY ONE (FORMERLY KNOWN AS THE JAVITS-WAGNER-O'DAY ACT OF 1971). ABILITY ONE REQUIRES CERTAIN FEDERAL GOVERNMENTAL ENTITIES TO PURCHASE SELECTED PRODUCTS AND SERVICES, VIA SUCH CONTRACTS, FROM NON-PROFIT AGENCIES EMPLOYING BLIND OR SEVERELY DISABLED INDIVIDUALS. AT DECEMBER 31, 2014, GWCS OPERATED 11 ABILITY ONE CONTRACTS AT GOVERNMENT SITES IN INDIANAPOLIS, INDIANA, AND EMPLOYS APPROXIMATELY 200 SEVERELY DISABLED INDIVIDUALS. GEI PROVIDES EDUCATIONAL OPPORTUNITIES DESIGNED TO ENABLE YOUNG PEOPLE TO PREPARE FOR PRODUCTIVE ADULT LIVES AND HELPS ADULTS WHO LACK HIGH SCHOOL DIPLOMAS RAISE THEIR EDUCATION ATTAINMENT LEVELS. GEI OPERATES 10 PUBLIC CHARTER HIGH SCHOOLS (INDIANAPOLIS METROPOLITAN HIGH SCHOOL, FIVE INDIANAPOLIS LOCATIONS OF THE EXCEL CENTER, EXCEL CENTER - ANDERSON, EXCEL CENTER - KOKOMO, EXCEL CENTER - LAFAYETTE, AND EXCEL CENTER - RICHMOND) UNDER THE PROVISIONS OF THE INDIANA CHARTER SCHOOL LAWS AND THE CHARTERING AUTHORITY OF THE MAYOR OF INDIANAPOLIS AND THE INDIANA CHARTER SCHOOL BOARD. THE SCHOOLS OCCUPY SPACE AT GOODWILL'S INDIANAPOLIS HEADQUARTERS BUILDING AND AT 8 ADDITIONAL LOCATIONS, AND CONTRACTS WITH GICI FOR CERTAIN BUSINESS SUPPORT SERVICES. THE SCHOOLS RECEIVE THE MAJORITY OF THEIR FUNDING FROM THE STATE OF INDIANA. THEIR REVENUES ARE SUPPLEMENTED WITH FUNDS FROM THE UNITED STATES DEPARTMENT OF EDUCATION, PRIVATE GRANTS, AND GIFTS. INDIANAPOLIS METROPOLITAN HIGH SCHOOL (THE MET) IS IN ITS ELEVENTH YEAR OF OPERATION AND STUDENT ENROLLMENT AT DECEMBER 31, 2014 WAS 262 STUDENTS. THE EXCEL CENTER , IN ITS FIFTH YEAR OF OPERATION, SERVES STUDENTS WHO PREVIOUSLY DROPPED OUT OF HIGH SCHOOL AND ARE SEEKING THEIR HIGH SCHOOL DIPLOMA RATHER THAN A GED. TODAY, THE EXCEL CENTER SERVES APPROXIMATELY 2,900 STUDENTS AT 9 LOCATIONS. DEMOGRAPHICS OF STUDENTS ATTENDING THE MET INCLUDE: 78% AFRICAN AMERICAN, 15% CAUCASIAN, 3% HISPANIC, 4% BI-RACIAL; 85% ELIGIBLE FOR FREE OR REDUCED PRICE LUNCH; 29% IDENTIFIED AS SPECIAL NEEDS STUDENTS; 97% LIVE WITHIN MARION COUNTY, 3% LIVE IN SURROUNDING COUNTIES. MOST STUDENTS ARRIVING AT THE MET HAVE NOT BEEN SUCCESSFUL IN MORE TRADITIONAL EDUCATION SETTINGS AND ARE OFTEN SEVERAL GRADE LEVELS BELOW THE NORM IN READING, MATH, AND SCIENCE. WITH THIS IN MIND, THE SCHOOL'S GOALS ARE FOCUSED PRIMARILY ON GRADUATION AND POST-SECONDARY ENROLLMENT. OFTEN, STUDENTS ARE NOT SUCCESSFUL PASSING STANDARDIZED TESTS EARLY IN THEIR HIGH SCHOOL EXPERIENCE, BUT SHOW IMPROVEMENT EACH YEAR. ENTERING FRESHMEN IN 2013-2014 WERE GIVEN THE TEST OF ADULT BASIC EDUCATION (TABE) AND TWO-THIRDS WERE AT A 6TH OR 7TH GRADE LEVEL FOR MATH AND ENGLISH. ONLY 29% OF INCOMING STUDENTS PASSED THE 8TH GRADE INDIANA STATE TEST OF EDUCATIONAL PROFICIENCY (ISTEP+) IN ENGLISH AND ONLY 34% PASSED THE 8TH GRADE ISTEP+ IN MATH. THE MOST RECENT GRADUATING CLASS HAD OVER AN 95% PASS RATE ON THE REQUIRED HIGH SCHOOL END OF COURSE ASSESSMENTS. THROUGH THE 2013-14 SCHOOL YEAR, OVER 500 STUDENTS HAD GRADUATED FROM THE MET, AND 60% OF THOSE GRADUATES ARE STILL ENROLLED IN OR HAVE ALREADY COMPLETED A POST-SECONDARY PROGRAM. DEMOGRAPHICS FOR THE EXCEL CENTER ARE AS FOLLOWS: STUDENTS RANGE IN AGE FROM 17 TO 70. HALF OF THE STUDENTS ARE IN THE 18-24 AGE RANGE. 70% ARE UNEMPLOYED. 15% ARE EX-OFFENDERS. 64% ARE FEMALE AND 36% MALE. 37% ARE CAUCASIAN AND 39% ARE AFRICAN AMERICAN, 18% ARE HISPANIC WITH THE REMAINDER BEING MULTI-RACIAL OR ASIAN. 75% OF STUDENTS MAKE LESS THAN $10,000 PER YEAR. AT THE END OF 2014, 927 STUDENTS HAD GRADUATED FROM THE EXCEL CENTER WITH 72% OF THOSE STUDENTS MOVING ONTO POST-SECONDARY EDUCATION OR HAVING ALREADY ATTAINED A POST-SECONDARY CREDENTIAL. FORM 990, PART VI, SECTION B, LINE 11 THE BOARD OF DIRECTORS REVIEWS A FINAL DRAFT OF THE FORM 990 PRIOR TO FILING AND HAS THE OPPORTUNITY TO PROVIDE COMMENTARY AND QUESTIONS TO MANAGEMENT. FORM 990, PART VI, SECTION B, LINE 12C BOARD MEMBERS RECEIVE, REVIEW, AND SIGN THE ORGANIZATION'S CONFLICT OF INTEREST POLICY ANNUALLY. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD OF DIRECTORS OF GOODWILL INDUSTRIES OF CENTRAL INDIANA, INC. (GOODWILL) HAS ESTABLISHED A COMPENSATION COMMITTEE WITH THE RESPONSIBILITY TO ESTABLISH THE COMPENSATION AND BENEFITS OF THE PRESIDENT & CHIEF EXECUTIVE OFFICER (PRESIDENT) OF GOODWILL, AND TO PROVIDE OVERSIGHT ON THE COMPENSATION AND BENEFIT ACTIONS TAKEN BY THE PRESIDENT WITH RESPECT TO HIS/HER DIRECT REPORTS AND KEY EMPLOYEES. THE ROLE OF THE COMPENSATION COMMITTEE AND PRESIDENT, AS DELEGATED TO IT BY THE BOARD OF DIRECTORS, IS TO ENSURE THAT THE COMPENSATION ARRANGEMENTS OF GOODWILL ARE STRUCTURED SO THAT COMPENSATION PAYMENTS TO EXECUTIVES ARE AT ALL TIMES REASONABLE FOR AN ORGANIZATION SUBJECT TO THE REQUIREMENTS AND CONSTRAINTS OF SECTIONS 501(C)(3) AND 4958 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE CODE). IN ORDER TO MAINTAIN ITS INDEPENDENCE AND OBJECTIVENESS, MEMBERSHIP ON THE COMPENSATION COMMITTEE IS LIMITED TO DIRECTORS WHO ARE NOT EMPLOYEES OR RELATED TO EMPLOYEES OF GOODWILL OR ANY AFFILIATED ORGANIZATIONS. NO MEMBER MAY BE AN EMPLOYEE OF GOODWILL, SUBJECT TO THE DIRECTION OR CONTROL OF ANY EMPLOYEE OF GOODWILL, NOR RECEIVE COMPENSATION OR OTHER PAYMENTS SUBJECT TO THE APPROVAL OF ANY EMPLOYEE OF GOODWILL. FINALLY, NO MEMBER MAY HAVE ANY MATERIAL FINANCIAL INTEREST THAT WOULD BE AFFECTED BY THE COMPENSATION ARRANGEMENT FOR ANY EXECUTIVE OF GOODWILL. THE COMPENSATION COMMITTEE AND PRESIDENT UTILIZE EXPERT OUTSIDE CONSULTANTS, INDEPENDENT LEGAL ADVICE, NATIONAL COMPENSATION SURVEYS, AND COMPENSATION DATA FOR COMPARABLE ORGANIZATIONS. EACH YEAR, CURRENT COMPARABLE COMPENSATION DATA IS CONSIDERED IN SETTING COMPENSATION, IN EVALUATING PROSPECTIVELY ANY INCENTIVE OR CONTINGENT COMPENSATION PLAN, AND IN REVIEWING RETROACTIVELY THE AMOUNTS DETERMINED BY APPLICATION OF ANY INCENTIVE FORMULA. THE PURPOSE OF SUCH RETROACTIVE REVIEW IS TO ENSURE THAT NO AMOUNT IS PAID PURSUANT TO ANY INCENTIVE PLAN OR FORMULA THAT, WHEN AGGREGATED WITH BASIC SALARY AND BONUS, EXCEEDS REASONABLE COMPENSATION. THE COMPENSATION COMMITTEE'S ACTIONS ARE REPORTED TO AND RATIFIED BY GICI'S BOARD OF DIRECTORS. GOODWILL'S EXECUTIVE MANAGEMENT TEAM PROVIDES STRATEGIC DIRECTION FOR AND DAY-TO-DAY MANAGEMENT OF THE OPERATIONS OF GOODWILL AND ITS RELATED ENTITIES, GW COMMERCIAL SERVICES, INC., GOODWILL EDUCATION INITIATIVES, INC., AND GOODWILL INDUSTRIES FOUNDATION OF CENTRAL INDIANA, INC. WITH ONE EXCEPTION, THE EXECUTIVE MANAGEMENT TEAM IS COMPENSATED ONLY BY GOODWILL INDUSTRIES OF CENTRAL INDIANA, INC. AND TAKES NO COMPENSATION OR OTHER FINANCIAL BENEFIT FROM ANY OTHER RELATED ENTITY. THE CHIEF OPERATING OFFICER OF GOODWILL EDUCATION INITIATIVES, INC. IS COMPENSATED SOLELY BY GEI. GOODWILL'S MANAGEMENT ENCOURAGES INTERESTED READERS TO READ THE FORM 990 TAX RETURNS OF ALL FOUR ENTITIES IN ORDER TO OBTAIN COMPLETE INFORMATION ABOUT THE EXEMPT ACTIVITIES, OPERATIONS AND INTERRELATIONSHIPS OF THE COLLECTIVE CENTRAL INDIANA GOODWILL ORGANIZATIONS. FORM 990, PART VI, SECTION C, LINE 19 THE FOUNDATION MAKES ITS GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XII, LINE 2C: GOODWILL INDUSTRIES FOUNDATION OF CENTRAL, INDIANA, INC. (FOUNDATION) IS RELATED TO GOODWILL INDUSTRIES OF CENTRAL INDIANA, INC. (GICI), GOODWILL EDUCATION INITIATIVES, INC. (GEI), AND GW COMMERCIAL SERVICES (GWCS). THE FINANCIAL STATEMENTS OF GICI, GWCS, GEI AND THE FOUNDATION ARE AUDITED ANNUALLY BY AN INDEPENDENT PUBLIC ACCOUNTING FIRM. THE FINANCE AND AUDIT COMMITTEE (COMMITTEE) OF GICI MEETS WITH THE AUDITORS ANNUALLY DURING THE AUDIT PLANNING STAGE TO REVIEW THE AUDIT PLAN AND ANY AUDIT CONCERNS. COMMITTEE MEMBERS GENERALLY CONSIST OF BOARD MEMBERS FROM EACH OF THE ABOVE ORGANIZATIONS. THE COMMITTEE THEN MEETS WITH THE AUDITORS AT THE CONCLUSION OF THE ANNUAL AUDIT TO REVIEW AND RECOMMEND APPROVAL OF THE AUDITED FINANCIAL STATEMENTS. UPON THE COMMITTEE'S RECOMMENDATION, THE FINANCIAL STATEMENTS ARE PRESENTED TO THE FULL GICI BOARD FOR FINAL APPROVAL. THIS PROCESS HAS NOT CHANGED IN THE PAST YEAR. GOODWILL INDUSTRIES OF CENTRAL INDIANA INC 1635 W MICHIGAN STREET INDIANAPOLIS IN 46222 350893506 SEE SCHEDULE R, PAGE 5. IN 501(C)3 LINE 7 N/A 0 GOODWILL EDUCATION INITIATIVES INC 1635 W MICHIGAN STREET INDIANAPOLIS IN 46222 200749885 PROVIDE EDUCATIONAL OPPORTUNITIES FOR YOUTH & ADULTS IN 501(C)3 LINE 2 GOODWILL INDUSTRIES OF CENTRAL INDIANA INC 0 GW COMMERCIAL SERVICES INC 1635 W MICHIGAN STREET INDIANAPOLIS IN 46222 352082941 PROVIDE REHABILITATION TRAINING AND JOB OPPORTUNITIES IN 501(C)3 LINE 11A, I GOODWILL INDUSTRIES OF CENTRAL INDIANA INC 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 SCHEDULE R, PART II, COLUMN (B) EMPLOYMENT AND EDUCATION SERVICES FOR DISABLED AND DISADVANTAGED YOUTH AND ADULTS. SEE SCHEDULE O FOR ADDITIONAL INFORMATION.