2013-11-15T16:30:30-06:00 2012-12-31 202253063 TANNER LLC 36 S STATE STREET SUITE 600 SALT LAKE CITY UT 84111 990 2012-01-01 237147797 BEST FRIENDS ANIMAL SOCIETY BEST 4356442001 5001 ANGEL CANYON ROAD KANAB UT 84741 VIRGINIA KILMER 4356442001 2013-11-13 1 DAVID SPERRY P00176382 8015327444 2012 2016-03-07 17:11:31Z GREGORY CASTLE 5001 ANGEL CANYON ROAD KANAB UT 84741 66601930 0 X WWW.BESTFRIENDS.ORG X 1984 UT TO BRING ABOUT A TIME WHEN THERE ARE NO MORE HOMELESS PETS. 7 3 674 10336 290366 15179 45864300 59819128 1517177 2404998 744962 665012 1623502 1109316 49749941 63998454 1389902 2993098 0 0 24833313 26576998 276652 226616 8419411 20003674 23320670 46503541 53117382 3246400 10881072 53009335 66353635 5742345 7322657 47266990 59030978 X TO BRING ABOUT A TIME WHEN THERE ARE NO MORE HOMELESS PETS. WE DO THIS BY DEMONSTRATING AND PROMOTING EXEMPLARY ANIMAL CARE AND BUILDING COMMUNITY PROGRAMS AND PARTNERSHIPS. 0 0 17322710 94476 416555 ANIMAL CARE ACTIVITIES (SANCTUARY) - SEE SCHEDULE O 23208506 2898622 1809948 INITIATIVES, PROGRAM CITIES, EMERGENCY RESPONSE, NETWORK PARTNERS AND OTHER NATIONAL OUTREACH - SEE SCHEDULE O 40531216 1 1 0 1 0 0 0 0 0 1 1 1 0 0 1 1 1 0 0 0 1 1 0 1 0 0 0 1 1 1 0 0 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 1 237 0 1 674 1 1 1 1 VI CJ 0 0 0 0 0 0 0 1 0 X 7 3 1 0 1 0 0 0 0 1 1 0 1 1 1 1 1 1 1 1 1 1 0 AL AK AR CA CT DC GA HI IL KS KY MD MA MI MN MS NH NJ NM NY OK OR PA RI SC TN VA WV WI X X VIRGINIA KILMER CFO 4356442001 5001 ANGEL CANYON ROAD KANAB UT 84741 FRANCIS BATTISTA 40.00 X 114757 0 10532 ANNE MEJIA 40.00 X 92108 0 10531 CYRUS MEJIA 40.00 X 64375 0 10531 JAMES RODGERS 1.00 X 0 0 0 S LOUISE PHANSTIEL 1.00 X 0 0 0 BRIAN WOLF 1.00 X 0 0 0 MOLLY JORDAN KOCH 1.00 X 0 0 0 PETER WARSHAW 1.00 X 0 0 0 KRAIG BUTRUM 1.00 X 0 0 0 GREGORY CASTLE 40.00 X 196624 0 4489 PAUL ALTHERR 40.00 X 79164 0 0 DEBORAH MORRISON 40.00 X 198863 0 2157 RANA SMITH 40.00 X 187292 0 10204 JUDAH BATTISTA 40.00 X 110739 0 8258 1043922 0 56702 5 0 1 0 NEWPORT CREATIVE COMMUNICATIONS INC 33 RAILROAD AVE DUXBURY MA 02332 CONSULTING / PRINTING 3618982 WALSWORTH PUBLISHING CO PO BOX 310287 DES MOINES IA 503310287 PRINTING 823297 DESERT MESA CONSTRUCTION PO BOX 30 KANAB UT 84741 CONSTRUCTION 567650 TBWACHIATDAY 5353 GROSVENOR BLVD LOS ANGELES CA 90066 ADVERTISING DEVELOPMENT 440018 BLACKBAUD PO BOX 930256 ATLANTA GA 311930256 SOFTWARE, CONSULTING 293308 19 124882 59694246 2910597 59819128 PROGRAM EVENTS 900099 1606732 1606732 CLINIC REVENUE 541900 798266 798266 2404998 561406 561406 538166 162467 375699 375699 273264 102435 2067693 4203 1968290 0 99403 4203 103606 103606 903187 472719 430468 277006 153462 MAGAZINE ADVERTISING 541800 136904 136904 CAFETERIA 722210 126936 126936 ANGELS REST 812900 39309 39309 303149 63998454 3121513 290366 767447 2395516 2395516 585083 585083 12499 12499 884749 345480 263203 276066 20604673 16848478 1604019 2152176 649453 481879 90913 76661 2250014 1769969 258666 221379 2188109 1782762 211563 193784 212779 10110 173839 28830 107503 107503 226616 226616 70407 40188 30219 1513849 953534 354872 205443 2469972 2445319 3031 21622 834656 274306 523038 37312 652461 432614 119711 100136 604094 596217 587 7290 876147 487286 63308 325553 1138211 1097234 66 40911 4446 2586 221 1639 1214023 1146762 20465 46796 178528 151852 20637 6039 ANIMAL FOOD, MED CARE, 3977722 3965877 21 11824 PRINTING, PUBLICATIONS 3253925 875758 1774 2376393 POSTAGE AND SHIPPING 2387102 657712 5801 1723589 OTHER EXPENSES 2225711 1766305 197738 261668 1599134 1446078 105591 47465 53117382 40531216 4166755 8419411 3560139 3525617 6031981 10279356 1141038 972194 2769533 4086260 0 0 0 0 0 0 580485 621587 245630 430451 29273053 11122077 17211962 18150976 12118226 17965525 8616808 9109377 0 0 733533 1212292 53009335 66353635 3114778 4230882 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2627567 3091775 5742345 7322657 X 38936619 48164461 5918827 6631391 2411544 4235126 47266990 59030978 53009335 66353635 X 10881072 1672171 -789255 X X 0 1 X 1 0 X 37188499 43293127 42528599 46065283 60631180 229706688 37188499 43293127 42528599 46065283 60631180 229706688 229706688 769756 582808 719731 768207 663841 3504343 53474 13683 218326 152692 438175 103537 158911 222816 303150 788414 234437620 10294970 0.97980 0.97930 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 8125 49226 57351 40473865 40531216 1000000 250000 0 0 1000000 1000000 1000000 3000000 4500000 279952 207235 49226 536413 250000 250000 250000 750000 1125000 267194 124452 8125 399771 3698754 2822442 369016 36829 6853383 2522756 1287155 -83970 27187 3698754 765581 1649765 119002 11592 2522756 67386 716218 637 782967 61786 5600 67386 0.34420 0.61800 0.03780 1 0 4707117 4707117 16582767 7605634 8977133 5276382 3516443 1759939 2706787 2706787 18150976 4884645 F ANNUITIES 4224732 F 9109377 CHARITABLE GIFT ANNUITIES PAYABLE 1531450 OTHER LIABILITY - 5 ACRE AGREEMENT 1126078 CAPITAL LEASE PAYABLE 58906 DEFERRED REVENUE - LIFE TIME CARE PROGRAM 332254 DEFERRED RENT LIABILITY 43087 3091775 X 64032553 -497482 -497482 64530035 -531581 -531581 63998454 52268565 -848817 -848817 53117382 0 53117382 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: THE ORGANIZATION INTENDS TO USE THE INCOME GENERATED FROM THE PERMANENT ENDOWMENT FOR VARIOUS PROGRAMS. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X, LINE 2: THE INTERNAL REVENUE SERVICE (IRS) HAS RULED THAT BEST FRIENDS QUALIFIES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (THE IRC) AND IS, THEREFORE, NOT SUBJECT TO TAX UNDER PRESENT INCOME TAX LAWS. ACCORDINGLY, NO PROVISION FOR INCOME TAXES HAS BEEN MADE IN THE ACCOMPANYING FINANCIAL STATEMENTS. BEST FRIENDS IS REQUIRED TO OPERATE IN CONFORMITY WITH THE IRC IN ORDER TO MAINTAIN ITS QUALIFICATION. THE IRS HAS INDICATED THAT BEST FRIENDS IS NOT A PRIVATE FOUNDATION. BEST FRIENDS CONDUCTS A MINIMAL AMOUNT OF ACTIVITIES THAT ARE SUBJECT TO UNRELATED BUSINESS INCOME TAX. BEST FRIENDS HAS ANALYZED ALL TAX POSITIONS FOR ALL APPLICABLE TAX JURISDICTIONS FOR WHICH THE STATUTE OF LIMITATIONS REMAINED OPEN, INCLUDING U.S. FEDERAL,STATE, AND FOREIGN JURISDICTIONS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 AND DETERMINED THERE WERE NO MATERIAL UNRECOGNIZED TAX BENEFITS OR OBLIGATIONS. THE OPEN TAX YEARS SUBJECT TO EXAMINATION ARE 2009 THROUGH 2012. PART XI, LINE 2D - OTHER ADJUSTMENTS: AGENCY FUNDS -789,255. UNREALIZED CHANGE IN SPLIT INTEREST AGREEMENTS 291,773. PART XI, LINE 4B - OTHER ADJUSTMENTS: COST OF GOODS SOLD -472,719. GUEST COTTAGE EXPENSE -162,468. REALIZED GAIN ON INVESTMENT 89,239. GAIN ON DISPOSAL OF ASSETS 14,367. PART XII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD 472,719. GUEST COTTAGE EXPENSE 162,468. REALIZED GAIN ON INVESTMENT -89,239. GAIN ON DISPOSAL OF ASSETS -14,367. UNREALIZED GAIN OF INVESTMENTS -1,380,398. 1 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES SUPPORT FOR CARE OF CATS 10999 CENTRAL AMERICA AND THE CARIBBEAN 0 0 PROGRAM SERVICES GRANT / SUPPORT 1500 0 0 0 0 0 0 12499 0 12499 EUROPE (INCLUDING ICELAND & GREENLAND) SUPPORT FOR CARE OF CATS - DONOR DESIGNATED GRANT 10999 WIRE TRANSFER BOOK 1 0 1 0 0 0 PROCEDURE FOR MONITORING GRANTS OUTSIDE THE U.S.: SCHEDULE F, PART I, LINE 2: ALL GRANT RECIPIENTS ARE RESEARCHED PRIOR TO RECEIVING FUNDS. WHEN PROVIDING A LARGE GRANT, AN AGREEMENT IS SIGNED BY BOTH PARTIES AND A WRITTEN REPORT IS REQUIRED SHOWING HOW THE FUNDS WERE SPENT. FOR SMALLER GRANTS, A BRIEF DESCRIPTION IS OBTAINED NOTING HOW THE FUNDS WERE SPENT. X X X X X 1 NEWPORT CREATIVE COMMUNICATIONS INC 33 RAILROAD AVE DUXBURY MA 02332 CONSULTING 0 0 198895 -198895 MARTS & LUNDY 1200 WALL STREET WEST LYNDHURST NJ 07071 CONSULTING 0 0 11000 -11000 INFOCISION MGT CORP 325 SPRINGSIDE DR AKRON OH 44333 YEAR END THANK YOU CALLS 0 0 10352 -10352 BLACKBAUD INC P O BOX 930256 ATLANTA GA 311930256 CONSULTING 0 0 6198 -6198 DIRECT MAIL PROCESSORS INC 1150 CONRAD CT HAGERSTOWN MD 21740 CASH RECEIPTS 0 0 154392 -154392 380837 -380837 AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY EXPLANATION OF FUNDRAISING PAYMENTS SCHEDULE G, PART I, LINE 2B, COLUMN (V) BEST FRIENDS ANIMAL SOCIETY CONTRACTS WITH NEWPORT CREATIVE COMMUNICATIONS, INC. FOR FUNDRAISING CONSULTING SERVICES. THESE SERVICES INCLUDE CONSULTATION ON STRATEGIC PLANNING, THE DESIGN OF DIRECT MAIL SOLICITATION MATERIALS, AND OTHER SERVICES. NO AMOUNTS WERE INCLUDED IN COLUMNS (IV) OR (VI) DUE TO THE FACT THAT BEST FRIENDS ANIMAL SOCIETY DID NOT SPECIFICALLY IDENTIFY ALL THE REVENUE GENERATED BY THE FUNDRAISING SERVICES PROVIDED BY NEWPORT CREATIVE COMMUNICATIONS, INC. IN 2012 ONLY THE AMOUNTS PAID TO NEWPORT CREATIVE COMMUNICATIONS, INC. SPECIFICALLY FOR FUNDRAISING CONSULTING SERVICES IN 2012 WERE REPORTED IN COLUMN (V). BEST FRIENDS ANIMAL SOCIETY PAID NEWPORT CREATIVE COMMUNICATIONS, INC. FOR OTHER SERVICES IN 2012 (E.G. PRINTING, POSTAGE,PRODUCTION MANAGEMENT) WHICH IS WHY THE AMOUNT REPORTED ON PART VII,SECTION B OF THE CORE FORM 990 IS GREATER THAN THE AMOUNT REPORTED ON SCHEDULE G, PART I, LINE 1. BEST FRIENDS ANIMAL SOCIETY CONTRACTS WITH DIRECT MAIL PROCESSING INC TO PROCESS ENVELOPES, DEPOSIT CASH RECEIPTS, ENTER DATA INTO A DATABASE, AND PROVIDE REPORTING. AS PART OF THIS PROCESS BEST FRIENDS PERIODICALLY REVIEWS THEIR PROCESS AND CONTROLS. BEST FRIENDS ANIMAL SOCIETY CONTRACTS WITH MARTS & LUNDY TO PROVIDE CONSULTING SERVICES RELATED TO FUND RAISING STRATEGY. BEST FRIENDS ANIMAL SOCIETY CONTRACTS WITH INFOCISION TO PROVIDE YEAR END THANK YOU PHONE CALLS, WHICH ARE NOT FOR SOLICITATION PURPOSES. BEST FRIENDS ANIMAL SOCIETY CONTRACTS WITH BLACKBAUD FOR CONSULTING SERVICES ON FUND RAISING AS IT RELATES TO SOFTWARE ACQUIRED FROM BLACKBAUD. IN ADDITION, WE PAID BLACKBAUD FOR CONSULTING SERVICES CONCERNING SOFTWARE IMPLEMENTATION, WHICH IS WHY THE AMOUNT REPORTED ON PART VII,SECTION B OF THE CORE FORM 990 IS GREATER THAN THE AMOUNT REPORTED ON SCHEDULE G, PART I, LINE 1. 1 DAVIS COUNTY ANIMAL SERVICES 876000297 DAVIS CNTY, UT 48641 0 PROGRAM SERVICE SUPPORT EMMET COUNTY ANIMAL SHELTER 242409713 EMMET CNTY, UT 8100 0 PROGRAM SERVICE SUPPORT ENOCH ANIMAL SHELTER 870348241 ENOCH, UT 0 5267 MARKET PRICE ANIMAL FOOD PROGRAM SERVICE SUPPORT HILLSBOROUGH COUNTY ANIMAL SERVICES 596000661 HILLSBOROUGH CNTY, 23000 0 PROGRAM SERVICE SUPPORT KANAB CITY CORP 876000237 KANAB, UT 1000 15445 MARKET PRICE ANIMAL FOOD PROGRAM SERVICE SUPPORT LA DEPT OF ANIMAL SERVICES 956000735 LOS ANGELES, CA 12600 0 PROGRAM SERVICE SUPPORT LAVERKIN ANIMAL SHELTER 870302950 LAVERKIN, UT 6269 2304 MARKET PRICE ANIMAL FOOD PROGRAM SERVICE SUPPORT SALT LAKE COUNTY ANIMAL SERVICES 876000316 SALT LAKE CNTY, UT 7203 0 PROGRAM SERVICE SUPPORT WEST VALLEY ANIMAL SHELTER 870362454 WEST VALLEY, UT 12825 0 PROGRAM SERVICE SUPPORT ANGEL DOGS FOUNDATION 330700823 501( C)3 58000 0 PROGRAM SERVICE SUPPORT ANIMAL BIRTH CONTROL INC 421293451 501( C)3 5000 0 PROGRAM SERVICE SUPPORT ANIMAL RESCUE FRONT 204859056 501( C)3 10000 0 PROGRAM SERVICE SUPPORT ANIMAL WELFARE LEAGUE-FREDERICK CTY 522313863 501( C)3 5500 0 PROGRAM SERVICE SUPPORT ANTLER RIDGE SANCTUARY 261338113 501( C)3 5000 0 PROGRAM SERVICE SUPPORT AUSTIN PETS ALIVE 742893360 501( C)3 103000 0 PROGRAM SERVICE SUPPORT BARC 300021149 501( C)3 8000 0 PROGRAM SERVICE SUPPORT BARCS 861130456 501( C)3 25000 0 PROGRAM SERVICE SUPPORT BARN CAT BUDDIES INC 273959063 501( C)3 9000 0 PROGRAM SERVICE SUPPORT BOBBI AND THE STRAYS 113444285 501( C)3 10000 0 PROGRAM SERVICE SUPPORT CAGE FREE K-9 RESCUE 261412219 501( C)3 6250 0 PROGRAM SERVICE SUPPORT CASTAWAY CRITTERS PET RESCUE INC 204638911 501( C)3 11366 0 PROGRAM SERVICE SUPPORT CATOOSA CITIZENS FOR ANIMAL CARE INC 582120060 501( C)3 7000 0 PROGRAM SERVICE SUPPORT CATS-CAN INC 680539788 501( C)3 6900 0 PROGRAM SERVICE SUPPORT CAWS 870515959 501( C)3 10981 0 PROGRAM SERVICE SUPPORT CENTRAL VERMONT HUMANE SOCIETY 030217066 501( C)3 5500 0 PROGRAM SERVICE SUPPORT CLAWS RESCUE & ADOPTION CENTER 010884285 501( C)3 12570 0 PROGRAM SERVICE SUPPORT COMMUNITY CAT COALITION OF EDMOND 452563906 501( C)3 8550 0 PROGRAM SERVICE SUPPORT COMPANION ANIMAL ADVOCATES 261922162 501( C)3 6000 0 PROGRAM SERVICE SUPPORT COMPANION PET RESCUE & TRANSPORT 203595457 501( C)3 7670 0 PROGRAM SERVICE SUPPORT DAWG DBA SAFE HUMANE CHICAGO 364366285 501( C)3 51458 0 PROGRAM SERVICE SUPPORT DELTA COUNTY CITIZENS FOR ANIMAL WELFARE & SHELTER 841478297 501( C)3 9000 0 PROGRAM SERVICE SUPPORT DOGS ON DEATH ROW 205530700 501( C)3 21000 0 PROGRAM SERVICE SUPPORT DUNN COUNTY HUMANE SOCIETY 391780809 501( C)3 9950 0 PROGRAM SERVICE SUPPORT EMPTY BOWL 010975325 501( C)3 0 56684 MARKET PRICE ANIMAL FOOD PROGRAM SERVICE SUPPORT FELINE RESCUE INC 650952902 501( C)3 5000 0 PROGRAM SERVICE SUPPORT FIXNATION INC 830452460 501( C)3 296175 0 PROGRAM SERVICE SUPPORT FRIENDS FOR FELINES INC 270663113 501( C)3 9000 0 PROGRAM SERVICE SUPPORT FRIENDS FOR LIFE ANIMAL RESCUE 860726443 501( C)3 9000 0 PROGRAM SERVICE SUPPORT FRIENDS OF ANIMALS UTAH 870482464 501( C)3 7315 0 PROGRAM SERVICE SUPPORT GUARDIANS OF RESCUE INC 274205517 501( C)3 11500 0 PROGRAM SERVICE SUPPORT HART 611602289 501( C)3 0 8343 MARKET PRICE ANIMAL FOOD PROGRAM SERVICE SUPPORT HEAVEN ON EARTH SOCIETY FOR ANIMALS INC 770538189 501( C)3 5450 0 PROGRAM SERVICE SUPPORT HELEN SANDERS CAT PROTECTION 271400697 501( C)3 5000 0 PROGRAM SERVICE SUPPORT HELP HUMANE SOCIETY 431787083 501( C)3 10500 0 PROGRAM SERVICE SUPPORT HICKMAN HUMANE SOCIETY INC 621639736 501( C)3 7215 0 PROGRAM SERVICE SUPPORT HOMELESS PET PLACEMENT LEAGUE 760283479 501( C)3 10704 0 PROGRAM SERVICE SUPPORT HUMANE SOCIETY OF MCCORMICK COUNTY 571099596 501( C)3 7715 0 PROGRAM SERVICE SUPPORT HUMANE SOCIETY OF TAMPA BAY 590799907 501( C)3 12500 0 PROGRAM SERVICE SUPPORT HUSKY HOUSE INC 204968411 501( C)3 5000 0 PROGRAM SERVICE SUPPORT JACKSON COUNTY MS SPAY & NEUTER PROGRAM 800211523 501( C)3 5000 0 PROGRAM SERVICE SUPPORT KAIBAB PAIUTE 866052971 501( C)3 0 6668 MARKET PRICE ANIMAL FOOD PROGRAM SERVICE SUPPORT KANAB CARE & SHARE 876000300 501( C)3 0 10383 MARKET PRICE ANIMAL FOOD PROGRAM SERVICE SUPPORT KINDER4RESCUE 262924461 501( C)3 111700 0 PROGRAM SERVICE SUPPORT LIFE ANIMAL RESCUE 954550643 501( C)3 7300 0 PROGRAM SERVICE SUPPORT LABS & FRIENDSORG 453139097 501( C)3 75050 0 PROGRAM SERVICE SUPPORT LAFAYETTE ANIMAL AID 237414331 501( C)3 10000 0 PROGRAM SERVICE SUPPORT LAST HOPE CAT KINGDOM 300147744 501( C)3 9000 0 PROGRAM SERVICE SUPPORT LIBERTY HUMANE SOCIETY INC 223585263 501( C)3 7000 0 PROGRAM SERVICE SUPPORT LITTLE GUILD OF ST FRANCIS 237131298 501( C)3 10215 0 PROGRAM SERVICE SUPPORT LITTLE ORPHAN'S ANIMAL RESCUE INC 900397059 501( C)3 10000 0 PROGRAM SERVICE SUPPORT LOGAN'S RUN RESCUE 264607262 501( C)3 9000 0 PROGRAM SERVICE SUPPORT LOVING ALL ANIMALS INC 263841119 501( C)3 10215 0 PROGRAM SERVICE SUPPORT MAYPORT CATS INC 263728042 501( C)3 5490 0 PROGRAM SERVICE SUPPORT MICHIGAN ANIMAL ADOPTION NETWORK INC 383152340 501( C)3 7000 0 PROGRAM SERVICE SUPPORT MITCHELL COUNTY ANIMAL RESCUE 561432402 501( C)3 6186 0 PROGRAM SERVICE SUPPORT MONMOUTH COUNTY SPCA 210679893 501( C)3 5000 0 PROGRAM SERVICE SUPPORT MUCH LOVE ANIMAL RESCUE 954765624 501( C)3 16350 0 PROGRAM SERVICE SUPPORT MUTT MATCH LA 264815745 501( C)3 21600 0 PROGRAM SERVICE SUPPORT NEW BEGINNINGS FOR ANIMALS INC 330930066 501( C)3 9000 0 PROGRAM SERVICE SUPPORT NO STRAY LEFT BEHIND-AV 272433114 501( C)3 5000 0 PROGRAM SERVICE SUPPORT ONE MORE CHANCE 203588471 501( C)3 1000 37290 MARKET PRICE ANIMAL FOOD PROGRAM SERVICE SUPPORT PET ALLIES INC 860829565 501( C)3 5460 0 PROGRAM SERVICE SUPPORT PETER ZIPPI FUND 330042687 501( C)3 6950 0 PROGRAM SERVICE SUPPORT PETS ALIVE WESTCHESTER 131734942 501( C)3 7000 0 PROGRAM SERVICE SUPPORT PLUMSTED TOWNSHIP NJ TNR 273124729 501( C)3 5000 0 PROGRAM SERVICE SUPPORT PURRFECT FRIENDS CAT RESCUE 205305474 501( C)3 7000 0 PROGRAM SERVICE SUPPORT RED NOSE LUCY FOUNDATION INC 454086092 501( C)3 21000 0 PROGRAM SERVICE SUPPORT RESCUE INK FOUNDATION 271882084 501( C)3 5000 0 PROGRAM SERVICE SUPPORT SAN ANTONIO PETS ALIVE LLC 454141531 501( C)3 165000 0 PROGRAM SERVICE SUPPORT SECOND CHANCE SHERIDAN CAT RESCUE 271336749 501( C)3 5000 0 PROGRAM SERVICE SUPPORT SOCIETY FOR PRESERVATION OF ANIMAL WELFARE & SAFET 232099002 501( C)3 9600 0 PROGRAM SERVICE SUPPORT SOUTH DAKOTA WEST RIVER SN COALITION 204004963 501( C)3 6500 0 PROGRAM SERVICE SUPPORT SPAY NEUTER ASSISTANCE PROGRAM-PA 232172084 501( C)3 9000 0 PROGRAM SERVICE SUPPORT SPAY NEUTER PROJECT OF LA 208542566 501( C)3 123535 0 PROGRAM SERVICE SUPPORT SPAY4LA INC 452996980 501( C)3 113465 0 PROGRAM SERVICE SUPPORT STRAY CAT ALLIANCE 954787231 501( C)3 102200 0 PROGRAM SERVICE SUPPORT STRAY CAT ADOPTIONS OF TX 742981156 501( C)3 7700 0 PROGRAM SERVICE SUPPORT TAILS OF LOVE 271606720 501( C)3 14000 0 PROGRAM SERVICE SUPPORT TEN LIVES CLUB 161611221 501( C)3 7715 0 PROGRAM SERVICE SUPPORT TINY PAWS KITTEN RESCUE OF STILLWATER INC 202636365 501( C)3 9161 0 PROGRAM SERVICE SUPPORT TUBA CITY HUMANE SOCIETY 860715785 501( C)3 9077 254244 MARKET PRICE ANIMAL FOOD PROGRAM SERVICE SUPPORT UNITED ANIMAL FRIENDS 200360727 501( C)3 6403 0 PROGRAM SERVICE SUPPORT UT FACES 743257520 501( C)3 5500 0 PROGRAM SERVICE SUPPORT WHISPERING RISE FARM & SANCTUARY INC 273775715 501( C)3 5850 0 PROGRAM SERVICE SUPPORT WISHBONE PET RESCUE 263750768 501( C)3 10000 0 PROGRAM SERVICE SUPPORT 99 0 PROVIDE FOOD FOR ANIMALS 86860 FMV ANIMAL FOOD FOR INDIVIDUAS SUPPORTING OUR PROGRAMS FOR CATS, DOGS, AND HORSES PROVIDE EMERGENCY REFIEF ANIMAL FOOD FOR HURRICANE SANDY 67785 FMV ANIMAL FOOD AND SUPPLIES PROVIDE ASSISTANCE FOR FOOD, VETERINARY EXPENSES 342 430438 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: ALL GRANT RECIPIENTS ARE RESEARCHED PRIOR TO RECEIVING FUNDS. WHEN PROVIDYNG A LARGE GRANT, AN AGREEMENT IS SIGNED BY BOTH PARTIES AND A WRITTEN REPORT IS REQUIRED SHOWING HOW THE FUNDS WERE SPENT. FOR SMALLER GRANTS, A BRIEF DESCRIPTION IS OBTAINED NOTING HOW THE FUNDS WERE SPENT. X 1 1 X X 1 0 0 0 0 0 0 0 0 GREGORY CASTLE 188481 0 3654 0 4489 0 0 0 4489 0 201113 0 0 0 DEBORAH MORRISON 196706 0 0 0 2157 0 0 0 2157 0 201020 0 0 0 RANA SMITH 173819 0 3269 0 10204 0 0 0 10204 0 197496 0 0 0 PART I, LINE 1A FIRST-CLASS OR CHARTER TRAVEL PART I, LINE 1A BEST FRIENDS ANIMAL SOCIETY OWNS TWO SMALL, PISTON ENGINE-POWERED AIRCRAFT THAT ARE USED FOR ANIMAL TRANSPORT AND BY EMPLOYEES WHO OCCASIONALLY TRAVEL FOR WORK-RELATED PURPOSES. THE AIRCRAFT ARE FLOWN BY BEST FRIENDS' EMPLOYEES. BEST FRIENDS DOES NOT EMPLOY A FULL TIME PILOT. THE AIRCRAFT ARE NOT USED FOR ANY OTHER PURPOSE AND ARE NOT AVAILABLE FOR HIRE BY THE GENERAL PUBLIC. PART I, LINE 3 THE BOARD REVIEWED AND APPROVED THE COMPENSATION OF THE CEO AFTER CONSIDERING DATA FROM DIFFERENT SOURCES, INCLUDING COMPENSATION AMOUNTS OF COMPARABLE POSITIONS AT COMPARABLE ORGANIZATIONS. PART I, LINE 4A A SEVERANCE PAYMENT WAS MADE IN 2012. DETAILS ARE AVAILABLE UPON REQUEST. CYNTHIA BATHURST - MGR SAFE HUMANE SPOUSE: BD MEMBER RODGERS 27064 EMPLOYEE COMPENSATION 0 JULIE CASTLE - SR DIRECTOR COMMUNIC SPOUSE: BD MEMBER CASTLE 98158 EMPLOYEE COMPENSATION 0 SILVA BATTISTA SPOUSE: BD MEMBER BATTISTA 67542 EMPLOYEE COMPENSATION 0 JUDAH BATTISTA - DIRECTOR OF ANIMAL SON: BD MEMBER BATTISTA 102481 EMPLOYEE COMPENSATION 0 CARRAGH MALONEY DAUGHTER: BD MEMBER CASTLE 68209 EMPLOYEE COMPENSATION 0 LYNN BATTISTA DAUGH-IN-LAW: BD MEMBER BATTISTA 28535 EMPLOYEE COMPENSATION 0 X 68 68685 FMV X 47 529995 FMV X 1 57000 FMV X 35 1883775 FMV X 17 5865 FMV X ANIMAL AND CLEANING SUPPLIES 2310 365276 FMV 0 1 1 METHOD FOR DETERMINING NUMBER OF CONTRIBUTORS: PART I, COLUMN (B): BEST FRIENDS ANIMAL SOCIETY SHOWS THE NUMBER OF CONTRIBUTIONS IN THIS COLUMN. THIRD PARTY USE: PART I, LINE 32B: BEST FRIENDS ANIMAL SOCIETY UTILIZES THE SERVICES OF AN AUTOMOBILE BROKER TO SELL DONATED VEHICLES. NATURE OF ACTIVITIES 990, PART III, LINES 4A, 4B BEST FRIENDS ANIMAL SOCIETY (BEST FRIENDS) IS A NONPROFIT ORGANIZATION THAT DEVELOPS NO-KILL PROGRAMS AND PARTNERSHIPS WHICH WILL BRING ABOUT A DAY WHEN THERE ARE NO MORE HOMELESS PETS. BEST FRIENDS' LEADING INITIATIVES IN ANIMAL CARE AND COMMUNITY PROGRAMS ARE COORDINATED FROM ITS KANAB, UTAH, HEADQUARTERS, ONE OF THE COUNTRY'S LARGEST NO-KILL SANCTUARIES. BEST FRIENDS DEVELOPS AND REFINES MODEL PROGRAMS THAT ARE SHARED WITH OTHER ORGANIZATIONS AND PEOPLE, SO THAT MORE ANIMALS CAN BE SAVED. THIS WORK IS MADE POSSIBLE BY THE PERSONAL AND FINANCIAL SUPPORT OF A GRASSROOTS NETWORK OF MEMBERS AND COMMUNITY PARTNERS ACROSS THE NATION. ANIMAL CARE ACTIVITES 990, PART III, LINES 4A FOR MORE THAN A QUARTER OF A CENTURY, THE SANCTUARY RUN BY BEST FRIENDS ANIMAL SOCIETY HAS PROVIDED EXCELLENT VETERINARY CARE, REHABILITATION AND LOVE TO HOMELESS, ABANDONED, ABUSED AND NEGLECTED ANIMALS. ABOUT 1,700 ANIMALS ARE BEING CARED FOR AT THE SANCTUARY AT ANY GIVEN TIME. EVERY ANIMAL WHO COMES TO THE SANCTUARY RECEIVES THE NECESSARY TREATMENT AND CARE TO RECOVER AND HEAL FROM LIFE'S HARD JOURNEY, AND, IN THE VAST MAJORITY OF CASES, THE ANIMAL EVENTUALLY MOVES ON TO A NEW, PERMANENT HOME. BEST FRIENDS' COMMITMENT TO EACH ANIMAL LASTS A LIFETIME. EVERY ANIMAL AT THE SANCTUARY IS WELCOME TO STAY FOR AS LONG AS IT TAKES TO FIND THE RIGHT FAMILY, AND A FEW WILL CALL THE SANCTUARY THEIR HOME FOR LIFE. HIGHLIGHTS FROM 2012 INCLUDE: * A TOTAL OF 1,120 ANIMALS WERE ADMITTED TO THE SANCTUARY. * WE FOUND HOMES FOR 1,003 ANIMALS: 597 DOGS, 317 CATS, 4 HORSES, 10 RABBITS, 8 GUINEA PIGS, 11 GOATS, 11 POTBELLIED PIGS, 42 PARROTS AND 3 DOMESTICATED ANIMALS FROM WILD FRIENDS. * WILD FRIENDS ADMITTED 270 INJURED WILD ANIMALS AND 163 WERE RELEASED BACK TO THEIR NATURAL HABITATS AFTER FULL RECOVERY. BEST FRIENDS' STATE AND FEDERALLY LICENSED PROGRAM ALSO PROVIDES LIFETIME CARE FOR WILDLIFE UNABLE TO RETURN TO THE WILD. * ANIMAL CARE FACILITIES WERE BUILT OR IMPROVED TO MAKE BEST FRIENDS' CARE EVEN BETTER. CAT WORLD'S HAPPY LANDINGS, NOW RENAMED HOPE HOUSE, WAS REMODELED AND EXPANDED WITH NEW MEDICAL FACILITIES, AS WELL AS A SEPARATE AREA FOR COMMUNITY CATS TO RECOVER FROM SPAY/NEUTER SURGERY. IN THE PARROT GARDEN, A NEW MACAW FLIGHT AVIARY WAS ADDED, GIVING THESE LARGE BIRDS FREEDOM TO STRETCH THEIR WINGS. GREAT PROGRESS WAS MADE ON THE NEW PIGGY PARADISE HEADQUARTERS, SCHEDULED TO OPEN IN SPRING 2013. HORSE HAVEN WAS UPDATED WITH REVAMPED PASTURES, ADDED FENCING AND LOAFING SHEDS (FREESTANDING HORSE SHELTERS AND FEEDING STATIONS). ROOF, FACILITY REPAIRS AND ADDITIONS WERE ALSO MADE TO WILD FRIENDS. * THE BEST FRIENDS CLINIC HAD ANOTHER BUSY YEAR: SPAY/NEUTER PROCEDURES 3,626 (INCLUDES 1,092 FOR THE PUBLIC) DENTALS 396 (10 PUBLIC) OTHER MISCELLANEOUS SURGERIES 442 (63 PUBLIC) AFTER-HOURS EMERGENCIES 191 (53 PUBLIC) INITIATIVES, PROGRAM CITIES, EMERGENCY RESPONSE, NETWORK PARTNERS AND OTHER 990, PART III, LINES 4B WHILE THE SANCTUARY DEMONSTRATES BEST FRIENDS' COMMITMENT TO CARING FOR AND REHABILITATING ANIMALS WITH SPECIAL NEEDS, OUR OUTREACH PROGRAMS, SPECIAL EVENTS, MAGAZINE, WEBSITE AND EXTENSIVE NETWORK OF PARTNERS DEMONSTRATE OUR COMMITMENT TO THE PEOPLE AND ORGANIZATIONS WHO ARE HELPING TO BRING ABOUT A TIME OF NO MORE HOMELESS PETS. MANY OF THESE ACTIVITIES FALL UNDER OUR THREE NATIONAL INITIATIVES, WITH EACH TARGETING A POPULATION OF ANIMALS THAT IS PARTICULARLY AT-RISK OF BEING KILLED IN OUR NATION'S SHELTERS. HIGHLIGHTS FROM 2012 INCLUDE: PIT BULL INITIATIVES * BEST FRIENDS ACTIVELY ADVOCATES AGAINST BREED-DISCRIMINATORY LAWS NATIONWIDE. FOR EXAMPLE, ONE OF MANY INSTANCES IN WHICH OUR LEGISLATIVE TEAM EITHER HELPED TO ROLL BACK OR PREEMPT THE PASSAGE OF DISCRIMINATORY LAWS WAS BEST FRIENDS LEADERSHIP IN SPEARHEADING THE PASSAGE OF OHIO HOUSE BILL 14, WHICH REPEALED THE STATEWIDE LAW THAT DEEMED THAT ANY PIT BULL OR PIT-BULL-TYPE DOG IS VICIOUS, REGARDLESS OF HOW FRIENDLY HE MIGHT BE. AS A RESULT, HUNDREDS OF THESE TYPES OF DOGS WERE ADOPTED FROM OHIO SHELTERS INSTEAD OF BEING KILLED. * BEST FRIENDS GATHERED HUNDREDS OF PEOPLE AND THEIR DOGS TO PARTICIPATE IN FAMILY-ORIENTED, EDUCATIONAL NEIGHBORHOOD PIT BULL DAYS IN A VARIETY OF CITIES, INCLUDING LOS ANGELES, KANSAS CITY, MISSOURI, AND TOLEDO, OHIO. IN ADDITION TO PROVIDING FREE SPAY/NEUTER, MICROCHIPPING AND OTHER SERVICES, THESE EVENTS HELPED TO SHOWCASE THE POSITIVE QUALITIES OF PIT BULL TERRIERS. * STRONG ADVOCACY WORK TO FIGHT BREED-DISCRIMINATORY LEGISLATION HELPED TENS OF THOUSANDS OF PIT-BULL-TYPE DOGS TO REMAIN IN LOVING HOMES DURING 2012. PUPPY MILL INITIATIVES * BEST FRIENDS WORKED CLOSELY WITH LOS ANGELES OFFICIALS FOR MORE THAN TWO YEARS TO DRAFT AN ORDINANCE BANNING THE RETAIL SALE OF COMMERCIALLY BRED DOGS, CATS AND RABBITS FROM PET STORES IN THE CITY, AND ORCHESTRATE ITS PASSAGE. IN A MAJOR VICTORY FOR THE ANIMALS, THE ORDINANCE BECAME LAW IN 2012, AND LOS ANGELES BECAME THE LARGEST NORTH AMERICAN MUNICIPALITY TO BAN THE RETAIL SALE OF PETS FROM PET STORES. BEST FRIENDS WORKED CLOSELY WITH CITY LEADERS IN NUMEROUS OTHER CITIES IN THE U.S. (INCLUDING GLENDALE AND BURBANK IN CALIFORNIA) AND CANADA TO PASS SIMILAR ORDINANCES. * BEST FRIENDS CONTINUED ITS ONGOING WORK TO END THE INHUMANE TREATMENT OF DOGS IN PUPPY MILLS THROUGH CONSUMER EDUCATION, INCLUDING PEACEFUL PROTESTS OUTSIDE PET STORES THAT SELL COMMERCIALLY BRED PETS. AS A RESULT OF THESE EFFORTS, MORE PET STORES ARE NOW OFFERING PETS FROM LOCAL SHELTERS AND RESCUE GROUPS FOR ADOPTION, INSTEAD OF SELLING PETS FROM BREEDING MILLS. IN ADDITION, SOME NATIONAL MALL PROPERTY OWNERS HAVE CHANGED THEIR POLICIES TO EXCLUDE THE SALE OF COMMERCIALLY BRED ANIMALS IN THEIR PROPERTIES. * IN MAY 2012, BEST FRIENDS-UTAH OPENED A PET ADOPTION CENTER IN SALT LAKE CITY'S POPULAR TROLLEY SQUARE, GIVING CONSUMERS AN ALTERNATIVE TO PET STORES SELLING PUPPIES FROM MILLS, AND FINDING HOMES FOR 328 DOGS AND CATS FROM LOCAL SHELTERS DURING THE YEAR. BEST FRIENDS PLANS TO OPEN A LARGER ADOPTION CENTER IN THE SUGAR HOUSE NEIGHBORHOOD OF SALT LAKE CITY IN 2013. * DURING 2012, BEST FRIENDS' PUP MY RIDE PROGRAM RESCUED 2,817 AT-RISK PETS IN LOS ANGELES-MANY OF THEM PUREBRED DOGS WHO MAY HAVE BEEN BORN IN PUPPY MILLS-AND DELIVERED THEM TO WAITING RESCUE GROUPS AND SHELTERS IN OTHER PARTS OF THE COUNTRY, WHERE SMALL DOGS ARE IN HIGH DEMAND. CAT INITIATIVES * IN 2012, BEST FRIENDS EXPANDED ITS INNOVATIVE MODEL PROGRAMS AND PUBLIC/PRIVATE PARTNERSHIPS TO SAVE THE LIVES OF CATS. WITH ADDITIONAL FUNDING FROM PETSMART CHARITIES, BEST FRIENDS LAUNCHED NEW COMPREHENSIVE COMMUNITY CAT PROGRAMS IN ALBUQUERQUE, NEW MEXICO, AND SAN ANTONIO, TEXAS. IN ADDITION, BEST FRIENDS GAVE A $450,000 STARTUP GRANT TO SAN ANTONIO PETS ALIVE TO SUPPORT THEIR WORK FINDING HOMES FOR AT-RISK CATS AND DOGS AT THE CITY SHELTER. AS A RESULT OF THESE COMBINED EFFORTS, THE NUMBER OF CATS WHO LOST THEIR LIVES IN BOTH CITIES' SHELTERS HAS BEEN REDUCED BY MORE THAN HALF. BEST FRIENDS' COMBINED COMMITMENT IN SAN ANTONIO HAS BEEN INSTRUMENTAL IN HELPING THE CITY TO NEARLY DOUBLE THEIR SHELTER LIVE RELEASE RATE, FROM 32% IN FISCAL 2011 TO 61% IN FISCAL 2012. * BEST FRIENDS ALSO CONTINUES TO SUPPORT AND FUND HUMANE, EFFECTIVE TRAP/NEUTER/RETURN (TNR) PROGRAMS SUCH AS FERAL FREEDOM IN JACKSONVILLE, FLORIDA; THE DEKALB COUNTY COMMUNITY CAT PROGRAM IN GEORGIA; FREE FIX L.A. AND CATNIPPERS IN LOS ANGELES; THE FOUR DIRECTIONS COMMUNITY CAT PROGRAM IN SOUTHERN UTAH AND NORTHERN ARIZONA; AND STRONG TNR PROGRAMS IN SALT LAKE COUNTY AND OTHER PARTS OF UTAH. TOGETHER, THESE PROGRAMS HELPED SAVE THE LIVES OF TENS OF THOUSANDS OF CATS. PROGRAM CITIES, EMERGENCY RESPONSE, NETWORK PARTNERS AND OTHER NATIONAL OUTREACH * WITH MORE THAN 110 NO MORE HOMELESS PETS NETWORK PARTNERS AND HUNDREDS OF VOLUNTEERS IN THE NEW YORK CITY AND TRI-STATE AREA, BEST FRIENDS' NEW YORK PROGRAMS ARE MAKING PROGRESS FOR THE ANIMALS ON THE EAST COAST. IN THE AFTERMATH OF SUPERSTORM SANDY, OUR NETWORK MADE IT POSSIBLE TO GET HELP QUICKLY TO THE ANIMALS AND ORGANIZATIONS THAT NEEDED IT MOST. * BEST FRIENDS-UTAH SUPPORTED OR PERFORMED 30,596 SPAY/NEUTER SURGERIES AND DIRECTLY SUPPORTED 3,293 CAT AND DOG ADOPTIONS IN 2012. WORKING IN PARTNERSHIP WITH ANIMAL SHELTERS AND RESCUE GROUPS SINCE 2000, BEST FRIENDS AND ITS COALITION PARTNERS HAVE SAVED HUNDREDS OF THOUSANDS OF PETS, AND REDUCED THE NUMBER OF ANIMALS KILLED IN UTAH'S SHELTERS BY MORE THAN HALF. AS A RESULT OF THESE COLLABORATIVE EFFORTS, 8,769 FEWER ANIMALS WERE KILLED IN THE STATE'S SHELTERS IN 2012 THAN IN 2011. * THE BEST FRIENDS ANIMAL SOCIETY PET ADOPTION AND SPAY/NEUTER CENTER IN MISSION HILLS, CALIFORNIA, OPENED IN FEBRUARY 2012 AS A UNIQUE PUBLIC/PRIVATE PARTNERSHIP WITH THE CITY OF LOS ANGELES. BEST FRIENDS' PROPOSAL TO OPERATE THE FACILITY WAS APPROVED BY THE LOS ANGELES CITY COUNCIL IN 2011 AND CONTRACTS WERE SIGNED IN JANUARY 2012. BEST FRIENDS ALSO LAUNCHED NO-KILL LOS ANGELES (NKLA), AN INITIATIVE THAT BRINGS TOGETHER THE ENTIRE LOS ANGELES COMMUNITY, AS WELL AS A STRONG COALITION OF ANIMAL ORGANIZATIONS, INCLUDING LOS ANGELES ANIMAL SERVICES (LAAS), IN A COMMITMENT TO END THE KILLING OF HEALTHY AND TREATABLE ANIMALS IN THE CITY'S SHELTERS. BEST FRIENDS INVESTED CLOSE TO $4 MILLION IN THESE COMBINED EFFORTS TO LEAD LOS ANGELES TOWARD THE GOAL OF NO-KILL. BEST FRIENDS SUPPORTED OR PERFORMED DIRECTLY MORE THAN 10,500 SPAY/NEUTER SURGERIES IN LOS ANGELES AND PROVIDED OVER $243,000 IN ADOPTION SUBSIDIES FOR INCREASED ADOPTIONS BY NKLA COALITION MEMBERS. NLKA COALITION MEMBERS (INCLUDING BEST FRIENDS AND LAAS) FOUND HOMES FOR 23,421 CITY SHELTER PETS. AS A RESULT OF THESE COLLABORATIVE EFFORTS, SHELTER KILLING WAS REDUCED BY 4,229 ANIMALS IN 2012 COMPARED TO 2011. * BEST FRIENDS' NO MORE HOMELESS PETS NETWORK-NONPROFIT RESCUE GROUPS AND SHELTERS WORKING WITH BEST FRIENDS TO BRING ABOUT A TIME OF NO MORE HOMELESS PETS-CONTINUED TO EXPAND, TOTALING NEARLY 1,000 NETWORK PARTNERS AROUND THE COUNTRY BY THE END OF 2012. * BEST FRIENDS TEAMED UP WITH PETSMART CHARITIES TO AWARD $430,000 IN LIFESAVING GRANTS TO 63 NETWORK PARTNERS. THESE GRANTS ARE EXPECTED TO HELP PARTNERS ACHIEVE MORE THAN 12,000 ADOPTIONS AND SPAY/NEUTER SURGERIES IN 2013. * MORE THAN 11,000 PEOPLE PARTICIPATED IN STRUT YOUR MUTT EVENTS IN NINE CITIES AND IN A VIRTUAL STRUT ACROSS AMERICA, RAISING NEARLY $1.3 MILLION FOR HOMELESS PETS, INCLUDING $875,000 TO SUPPORT THE RESCUE, ADOPTION AND SPAY/NEUTER PROGRAMS OF 180 BEST FRIENDS NO MORE HOMELESS PETS NETWORK PARTNERS. * IN MAY, BEST FRIENDS LAUNCHED THE FIX AT FOUR CAMPAIGN, AIMED AT MOTIVATING PEOPLE TO SPAY OR NEUTER THEIR PETS EARLY TO PREVENT UNWANTED LITTERS. THE CAMPAIGN'S CREATIVE PUBLIC SERVICE ANNOUNCEMENTS GARNERED MORE THAN $5.5 MILLION IN DONATED BROADCAST AIRTIME, AS WELL AS FREE SPACE IN NATIONAL PUBLICATIONS, AIRPORTS, BILLBOARDS AND BUS SHELTERS, SPREADING OUR LIFESAVING MESSAGE NATIONWIDE. * BEST FRIENDS HELD SUPER ADOPTION EVENTS IN JACKSONVILLE, FLORIDA; NEW YORK; LOS ANGELES; SALT LAKE CITY; AND ST. GEORGE, UTAH. THESE EVENTS GAVE ALMOST 2,100 PETS A SECOND CHANCE FOR A HAPPY LIFE. MORE THAN 3,000 ADDITIONAL DOGS AND CATS FOUND HOMES THROUGH INNOVATIVE ADOPTION EVENTS, SUCH AS BACK IN BLACK, 9 LIVES FOR $9 AND OTHER SPECIAL ADOPTION PROMOTIONS FOR NETWORK PARTNERS. * BEST FRIENDS ORGANIZES AN ANNUAL CONFERENCE FOCUSED ON BRINGING ABOUT A TIME WHEN THERE ARE NO MORE HOMELESS PETS. MORE THAN 1,400 PEOPLE PARTICIPATED IN THE 2012 NO MORE HOMELESS PETS NATIONAL CONFERENCE IN LAS VEGAS, RETURNING TO THEIR COMMUNITIES WITH NEW IDEAS, CONNECTIONS AND INSPIRATION TO HELP THEM SAVE EVEN MORE ANIMALS. * BEST FRIENDS WAS HONORED TO BE NAMED ANIMAL WELFARE NON-PROFIT BRAND OF THE YEAR BASED ON THE 2012 HARRIS POLL EQUITREND STUDY. FORM 990, PART VI, SECTION A, LINE 2 ANNE MEJIA, SECRETARY AND CYRUS MEJIA, BOARD MEMBER, ARE HUSBAND AND WIFE. FORM 990, PART VI, SECTION A, LINE 4 THE CHIEF STRATEGY OFFICE WAS RENAMED CHIEF PROGRAM OFFICER. COMPENSATION OF OFFICERS: CHANGED "THE OTHER OFFICERS OF THE CORPORATION SHALL BE PAID SUCH COMPENSATION FOR THEIR SERVICES AS SHALL BE SET BY THE CHIEF EXECUTIVE OFFICER AND 'REVIEWED' BY THE BOARD OF DIRECTORS." FORM 990, PART VI, SECTION B, LINE 11 THE 990 IS PREPARED BY THE CONTROLLER, REVIEWED BY THE CHIEF FINANCIAL OFFICER, THE CHAIRMAN OF THE BOARD, THE CHAIRMAN OF THE FINANCE COMMITTEE, ERNST & YOUNG LLP (EXTERNAL TAX ADVISOR), AND DISTRIBUTED TO THE WHOLE BOARD FOR FINAL REVIEW BEFORE BEING FILED. FORM 990, PART VI, SECTION B, LINE 12C UPON BEING APPOINTED, ALL BOARD MEMBERS, OFFICIERS, AND STAFF ARE REQUIRED TO SIGN AN AGREEMENT THAT ACKNOWLEDGES ACCEPTANCE OF BEST FRIENDS' CONFLICT OF INTEREST POLICY. THIS POLICY APPLIES TO ALL BOARD MEMBERS, DIRECTORS, COMMITTEE MEMBERS AND STAFF OF BEST FRIENDS ANIMAL SOCIETY. THIS POLICY REQUIRES THAT ALL AFFILIATIONS WITH ENTITIES IN WHICH A FINANCIAL INTEREST IS HELD BE DISCLOSED TO THE BOARD. THE SENIOR FINANCIAL MANAGEMENT OF BEST FRIENDS, INCLUDING THE CFO AND CONTROLLER, ROUTINELY MONITOR ALL TRANSACTIONS TO ENSURE THAT ANY RELATED PARTY TRANSACTIONS ARE FULLY DISCLOSED TO THE BOARD AT LEAST ANNUALLY AND IN THE FINANCIAL STATEMENTS TO ENSURE THAT THE TRANSACTIONS COMPLY WITH POLICY. THIS POLICY IS CURRENTLY UNDER REVIEW BY THE BOARD TO PROVIDE GREATER STRUCTURE; INCLUDING REQUIRING MORE FREQUENT SIGN-OFF ON POLICY, MORE REPORTING, AND RESTRICTIONS ON PARTICIPATION BY RELEVANT BOARD AND STAFF IN THE DEALING WITH THE CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD REVIEWED AND APPROVED THE COMPENSATION OF THE CEO AFTER CONSIDERING DATA FROM DIFFERENT SOURCES, INCLUDING COMPENSATION AMOUNTS OF COMPARABLE POSITIONS AT COMPARABLE ORGANIZATIONS. THE CHIEF EXECUTIVE OFFICER DETERMINES THE COMPENSATION OF THE CFO, CPO AND THE CDO AFTER CONSIDERING DATA FROM DIFFERENT SOURCES, INCLUDING COMPENSATION AMOUNTS OF COMPARABLE POSITIONS AT COMPARABLE ORGANIZATIONS. THE CEO REVIEWS THOSE SALARIES WITH THE BOARD. FORM 990, PART VI, SECTION C, LINE 19 COPIES OF THE FORM 990, FORM 990-T, AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE FOR PUBLIC VIEWING ON THE BEST FRIENDS' WEBSITE. GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST, SUBJECT TO APPROVAL OF SENIOR MANAGEMENT. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 9: AGENCY FUNDS DESIGNATED FOR OTHER ORGANIZATIONS -789,255. CHANGE IN OUTSIDE AUDITOR FORM 990, PART XII, LINE 2C IN 2012, THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS WENT THROUGH THE PROCESS OF ISSUING A REQUEST FOR PROPOSAL FOR A NEW EXTERNAL AUDIT FIRM. THROUGH THIS PROCESS, THE AUDIT COMMITTEE SELECTED TANNER LLC OF SALT LAKE CITY, UTAH AS THE NEW AUDIT FIRM FOR BEST FRIENDS ANIMAL SOCIETY.