Form

9 90

OMB No 1545 0047

Return of Organization Exempt From Income Tax

Under section 501 (c), 527, or 4947(aXl) of the Internal Revenue Code
(except black lung benefit trust or private foundation)

1 2006
Open to Public Inspection
Employer Identification Number

Department of the Treasury

Internal Revenue Service

Check if applicable

^ The organization may have to use a copy of this return to satisfy state reporting reqt , 2006 , and endin g
D C use PIIRS label or pent PQ or type
i spec fic rnstructions

A
B

For the 2006 calend ar year, or tax year beg inning

Address chan e Name change Initial return Final return Amended return

Threshold Foundation Box 2 9 9 0 3 San Francisco, CA 94129-0903

13-3028214
E Telephone number (415) FmAccoudrtrng ethod

561-6400
Cash X Accrual

11 Other (specify) "

Application pending

Section 501(cX3) organizations and 4947( aXl) nonexempt

H and I are not applicable to section 527 organizations H (a) Is this a group return for affiliates' Yes a No

charitable trusts must attach a completed Schedule A (Form 990 or 990-EZ). G J K

H (b)

if 'Yes , ' enter number of affiliates Yes F] No

Web site: 01 www. thresholdfoundation . or g

Organization type
(check onl y one ) 501(c) 3 (insert no) 4947(a)(1) or 527

H (c) Are all affiliates included' (If 'No,' attach a list See instructions ) H (d) Is this a separate return filed by an organization covered by a group ruling?

Check here If the organization is not a 509(a)(3) supporting organization and its gross receipts are normally not more than $25,000. A return is not required, but if the organization chooses to file a return, be sure to file a complete return. Gross recei pts. Add lines 6b, 8b, 9b, and 10b to line 12 01 2, 447, 344 1 a b c d 2 3 4 5 6a b c 7 Contributions, gifts, grants, and similar amounts received. Contributions to donor advised funds Direct public support (not included on line 1a) Indirect public support (not included on line la) Government contributions (grants) (not included on line 1 a)

Yes

No

I M

Group Exemption Number Check ^ If the organization is not required to attach Schedule B (Form 990, 990-E4 or 990-PF)

Part E

Revenue_ Exnenses . and Chances in Net Assets or Fund Balances (See the instructions-)
1a 1b 1c 1d

1 , 372 , 623.

e la throughliId)s(cash

1, 226, 553. noncash $

146,070 . )

R E v

H
E

Program service revenue including government fees and contracts (from Part VII, line 93) Membership dues and assessments Interest on savings and temporary cash investments r , Dividends and inte rest rqq 6, 1 Gross rents K D 6b Less. rental expe es ossii6ubtrtect^i 6a Net rental income Other investment f e f(YdesVcribGe See Statement 1 ) tl (B) Other (A) Securities er 8 a G ross amoun t f rom sa l e 817 324. 8a 0 j UT than inventory , 7 62 4 92 . 8b b Less cost or other b asis a

1e 2
3 4 5

1, 372 623 . 144 , 100.

12 , 091. 84 , 645.

6c

-1 , 002.

c Gain or (loss) (attach schedule)

Statement 2

54 , 832.

8c
u 8d

cc 0 n C\

d Net gain or (loss) Combine line 8c, columns (A) and (B) 9 Special events and activities (attach schedule). If any amount is from gaming , check here of contributions a Gross revenue (not including $ 9a reported on line 1b) 9b b Less direct expenses other than fundraising expenses c Net income or (loss) from special events Subtract line 9b from line 9a 10a 10a Gross sales of inventory, less returns and allowances b Less cost of goods sold 10b c Gross profit or (loss) from sales of inventory (attach schedule) Subtract line lob from line 10a
11 Other revenue (from Part VII, line 103)

54 , 832.

10e
11 17, 563.

0 W Z

12 Total revenue . Add lines le, 2, 3, 4, 5, 6c, 7, 8d, 9c, 1Oc, and 11 E 13 Program services (from line 44, column (B)) x 14 Management and general (from line 44, column (C)) P E 15 Fundraising (from line 44, column (D)) N E 16 Payments to affiliates (attach schedule) S 17 Total ex penses . Add lines 16 and 44, column (A) A 18 Excess or (deficit) for the year. Subtract line 17 from line 12 ' N 5 19 Net assets or fund balances at beginning of year (from line 73, column (A)) Other changes in net assets or fund balances (attach explanation) T E 20 See Statement S 21 Net assets or fund balances at end of y ear Combine lines 18, 19, and 20 BAA For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.

12 13 14 15 16 17 18 19 3
TEEA0109L

1, 684, 852.
1,390,278. 232,706. 51551. 1, 628,535.

20
21
01/22/07

56, 317 . 3, 398,374. 102,347.

3, 557,038. Form 990(2006)

, ,-\ 9^

Form 990 PaM It

)O;)

Threshold Foundation

13-3028214

Statement of Functional Expenses All organizations must com plete column (A) Columns (B), C), and (D) are required for section 501(c)(3) and (4) organizations and section 4947(a)(1) nonexempt ch aritable trusts u optional for others (C) Management (B) Program (D) Fundraising Do not include amounts reported on line (A) Total and g eneral services 6b, 8b, 9b, lOb, or 16 of Part / funds (attach sch) (cash $ non-cash $ If this amount includes foreign grants, check here

22a Grants paid from donor advised

22a
See St

22b Other grants and allocations (att sch)

(cash
non-cash

$
$

1129175.

If this amount includes foreign grants, check here 23 24 Specific assistance to individuals (attach schedule) Benefits paid to or for members (attach schedule)

22b
23 24

1, 129, 175.

1,129,175.

25a Compensation of current officers, directors, key employees, etc listed in Part V-A (attach sch) to Compensation of former officers, directors, key employees, etc listed in Part V-B (attach sch) c Compensation and other distributions, not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) (attach schedule) 26 27 28 29 30 Salaries and wages of employees not included on lines 25a, b, and c Pension plan contributions not included on lines 25a, b, and c Employee benefits not included on lines 25a 27 Payroll taxes Professional fundraising fees

25a

0.

0.

01

0.

25b

0.

0.

0.

0.

25c 26 27 28 29 30

0.

0.

01

0.

31
32 33 34 35 36 37 38

Accounting fees
Legal fees Supplies Telephone Postage and shipping Occupancy Equipment rental and maintenance Printing and publications

31
32 33 34 35 36 37

10,450.
1 126. 617.

10,450.
126 .

724.
1 , 891.

893.
1, 458 . 367.

3 , 716.

38
39

13 , 016.

5 , 466.

7 , 550.

39 Travel
40 Conferences, conventions, and meetings
41 42 43 Interest Depreciation, depletion, etc (attach schedule) Other expenses not covered above (itemize) -----------------b ------------------c ------------------d e ------------------f ------------------44 Total functional expenses Add lines 22a

7,692.
67,659.

4 , 641.
67 , 659.

3,051.

40
41 42

aSee Statement 5

43a
43b 43c 43d 43e 43f

395,084.

180 722.

209 178.

5 184.

232 706. 1 , 390 , 278. 5 , 551. 44 1 , 628 , 535. if you are following SOP 98.2 Joint Costs . Check ""El Yes XQ No Are any joint costs from a combined educational campaign and fundraising solicitation reported in (B) Program services? $ ; (ii) the amount allocated to Program services If 'Yes,' enter (i) the aggregate amount of these joint costs
$ to Fundraising BAA $ TEEA0102L 01/23107 Form 990 (2006) , (iii) the amount allocated to Management and general $ , and (iv ) the amount allocated

throw h 43g (Or anizations completin g (B) -11)), carr y gene totals to lines 13- 15

Threshold Foundation Form 990 2006 Part [tt Statement of Program Service Accomplishments

13-3028214

Pa g e 3

Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particular organizatton How the public perceives an organization in such cases may be determined by the information presented on its return Therefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization's programs and accomplishments
What is the organization's primary exempt purpose? ^ _ _ _ -Program Service Expenses S ee_ S tatement -6 _ _ _ _ _ _ _ _ _ _ _ _ _ (Requred for 501(c)(3) and All organizations must describe their exempt purpose achievements in a clear and concise manner. State the number of ( g (4)of nrs and M07 a)(1) trusts, but clients served publications issued etc. Discuss achievements that are not measurable. Section 501(c)(3) and (4) or anoptionalor others ) and 494 7 ( a ) (1 ) nonexem ( charitable trusts must also enter the amount of g rants and allocations to others izations

a ------ oeace, -understanding and environmental-awareness through grant Promote --------- ----------mak ng_and _pre sentation of -educational-conferences------------------------------------------------------------------------------------------------------------------------------------------------------------(Grants and allocations b $ 1, 129, 175. If this amount includes foreign grants, check here 01 X ----------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------------------------------$ ) If this amount includes foreign grants, check here (Grants and allocations C ---------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------- ) If this amount includes forei g n g rants, check here (Grants and allocations $ d ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------If this amount includes forei g n rants, check here (Grants and allocations $ e Other program services ) If this amount includes forei g n g rants, check here $ (Grants and allocations f Total of Program Service Expenses (should equal line 44 , column (B), Program services ) BAA

, 390, 278 .

1,390,278. Form 990 (2006)

TEEA0103L

01/18/07

Threshold Foundation Form 990 2006 Balance Sheets (See the Instructions.) Part IV
Note : 45 Where required, attached schedules and amounts within the description column should be for end-of-year amounts only Cash - non-interest-bearing (A) Beginning of year

13-3028214

Pa g e 4

(B) End of year 45

46

Savings and temporary cash investments

47a 47b 48a 48b .. 11,349.

319, 851.

46

349, 9 00.

47a Accounts receivable b Less: allowance for doubtful accounts 48a Pledges receivable b Less allowance for doubtful accounts 49 Grants receivable

47c

13,845.

48c 49 50a 50b

11, 349.

50 a Receivables from current and former officers, directors, trustees, and key employees (attach schedule) b Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) (attach schedule)
A

s E
s

51 a Other notes and loans receivable (attach schedule)

b Less allowance for doubtful accounts

51 a
51 b 51 c

52 Inventories for sale or use 53 Prepaid expenses and deferred charges 54a Investments - publicly-traded securities

52

84, 552.
:

53
54a

121, 900. 2, 553, 970.

b Investments - other securities (attach sch)

b Less. accumulated depreciation (attach schedule) 56 Investments - other (attach schedule) 57a Land, buildings, and equipment basis

Stmt 7
55a 55b 57a 57b

Cost Cost

B FMV X FMV

2, 482, 300.

54b

55a Investments - land, buildings, & equipment basis

55c 56

b Less accumulated depreciation (attach schedule) 58 Other assets, including program-related investments

57c

59
60 61 62 63

(describe ^ See Statement- 8 - - - - - - - - - - - - - - - - - - ) Total assets (must equal line 74) Add lines 45 through 58
Accounts payable and accrued expenses Grants payable Deferred revenue. -

543,225. 58 3, 443, 773. 59 28, 399. 60

10, 000. 61 62 63 64a 64b

548,060. 3,585,179. 13, 771.

6, 525.

L B I

Loans from officers, directors, trustees, and key employees (attach schedule) 64a Tax-exempt bond liabilities (attach schedule) b Mortgages and other notes payable (attach schedule)

65
66

-------------- -Total liabilities . Add lines 60 throu g h 65 and complete lines 67

Other liabilities (describe ^

See Statement 9

7,000. 65
45, 399. 66

7, 845.
28,141.

Organizations that follow SFAS 117, check here ^ through 69 and lines 73 and 74.

A
1

67
68

Unrestricted
Temporarily restricted . .

3 , 301 , 294. 67
97 , 080. 68
69

3 , 330,922.
226 116.

T 69 Permanently restricted and complete lines o Organizations that do not follow SFAS 117, check here ^ F 70 through 74 J 70 Capital stock, trust principal, or current funds D 71 Paid-in or capital surplus, or land, building, and equipment fund e A 72 Retained earnings, endowment, accumulated income, or other funds 73 74 BAA Total net assets or fund balances . Add lines 67 through 69 or lines 70 through 72 (Column (A) must equal line 19 and column (B) must equal line 21) Total liabilities and net assets/fund balances . Add lines 66 and 73 3 , 398 , 374.

70 71 72 73 3,557,038.

3, 443, 773.

74

3 , 585,179.
Form 990 (2006)

TEEA0I04L

01/18/07

13-3028214 Threshold Foundation Form 990 (2006) Pa g e 5 [ Part tV-A Reconciliation of Revenue per Audited Financial Statements with Revenue per Return (See the instructions.)
a b Total revenue, gains, and other support per audited financial statements Amounts included on line a but not on Part I, line 12 1Net unrealized gains on investments 2Donated services and use of facilities 3Recoveries of prior year grants 40ther (specify). -------------------- --- - - -- -- ---------------------------- -Add lines b1 through b4 Subtract line b from line a Amounts included on Part I, line 12, but not on line a: 1 Investment expenses not included on Part I, line 6b ----------------------------- -------------------------- - --- ------- -Add lines dl and d2 Total revenue (Part I, line 12). Add lines c and d --___-_ a b1 b2 b3 b4 b c dl d2 d e

1, 767, 858.

102, 346.

c d

102,346. 1, 665 , 512.

19,340.

20ther (specify)

19,340. 1,684,852.

Part IV- B Reconciliation of Exp enses per Audited Financial Statements with Ex penses per Return
a b Total expenses and losses per audited financial statements Amounts included on line a but not on Part I, line 17. 1 Donated services and use of facilities 2Pnor year adjustments reported on Part I, line 2Q 3Losses reported on Part I, line 20 40ther (specify). .___ a b1 b2 b3 1, 609, 195.

c d

-------------------------b4 --------------------------------------Add lines b1 through b4 Subtract line b from line a Amounts included on Part I, line 17, but not on line a: Ld1 1 Investment expenses not included on Part I, line 6b -----------------------------d2

b c 19,340.

1, 609, 195.

20ther (specify)

--------------------------------------Add lines dl and U. Total ex penses (Part I, line 17). Add lines c and d

d e

19, 340. 1, 628, 535.

Part VA

Current Officers, Directors , Trustees, and Key Employees (List each person who was an officer, director, trustee, or key employee at any time during the year even if they were not compensated.) (See the instructions.) (A) Name and address
(B) Title and average hours per week devoted to position (C) Compensation ( if not paid, enter -0-) ( D) Contributions to employee benefit plans and deferred compensation plans (E) Expense account and other allowances

----------------------------------------See Statement 10

0.

0.

0.

--------------------------------------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------BAA TEEA0105L 01118107 Form 990 (2006)

Form 990 (2006 ) Threshold Foundation

13-3028214

Page 6

Part yA Current Officers, Directors , Trustees , and Key Em p lo yees continued

75a Enter the total number of officers, directors, and trustees permitted to vote on organization business as board meetings b Are any officers , directors, trustees , or key employees listed in Form 990, Part V-A, or highest compensated employees l is t e d in Sched u le A , Part I , or hi g hest com p ensated p rofessional and other independent contractors listed in Schedule A, Part II-A or II-B , related to each other through family or business relationships? If 'Yes,' attach a statement that identifies the individuals and explains the relationship(s) c Do any officers, directors, trustees, or key employees listed in form 990 , Part V-A, or hi g hest compensated employees l is t e d in S c h e d u l e A , Pa r t I , o r h ig hest com p ensated p rofessional and other independent contractors listed in Schedule A, Part II-A or II-B , receive compensation from any other organizations , whether tax exempt or taxable , that are related to the organization ? See the instructions for the definition of 'related organization' If 'Yes,' attach a statement that includes the information described in the instructions [Part V 8

Yes

No

75b

75c

75d X d Does the organization have a written co nflict of interest p olicy ? Former Officers , Directors , Trustees , and Key Employees That Received Compensation or Other Benefits (If any former officer, director, trustee , or key employee received compensation or other benefits (described below) during the year, list that person below and enter the amount of compensation or other benefits in the appropriate column See the instructions ) (D) Contributions to (E) Expense (C) Compensation account and other employee benefit (if not paid, (B) Loans and (A) Name and address allowances plans and deferred enter -0-) Advances compensation plans

None ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Part VI Other Information (See the instructions. )

Did the organization make a change in its activities or methods of conducting activities? If 'Yes,' attach a detailed statement of each change 77 Were any changes made in the organizing or governing documents but not reported to the IRS's If 'Yes,' attach a conformed copy of the changes 78a Did the organization have unrelated business gross income of $1,000 or more during the year covered by this return? b If 'Yes , ' has it filed a tax return on Form 990-T for this year? 76
79 Was there a liquidation, dissolution, termination, or substantial contraction during the year's If 'Yes,' attach a statement

Yes 76 77 78a 78b

79

No X X X

N A
X

80a Is the organization related (other than by association with a statewide or nationwide organization) through common membership, governing bodies, trustees, officers, etc, to any other exempt or nonexempt organization? N/A______________ _______ ______ bIf'Yes,' enter the name of the organization ^ ______________________ and check whether it is 11 exempt or 1-1 nonexempt 81. 1 0 . (See line 81 instructions.) 81 a Enter direct and indirect political expenditures b Did the organization file Form 1120 -POL for this years BAA

80a

1b X Form 990 (2006)

TEEA0106L 01/18/07

Form 990 (2006

Threshold Foundation

13-3028214
Yes 82a X

Pa e 7
No

Part Vt Other Information continued

82a Did the organization receive donated services or the use of materials, equipment, or facilities at no charge or at substantially less than fair rental value? b If 'Yes, ' you may indicate the value of these items here. Do not include this amount as Not Valued 82b revenue in Part I or as an expense in Part II (See instructions in Part III) 83a Did the organization comply with the public inspection requirements for returns and exemption applications' b Did the organization comply with the disclosure requirements relating to quid pro quo contributions" 84a Did the organization solicit any contributions or gifts that were not tax deductible? b If 'Yes,' did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? 85 501 (c)(4), (5), or (6) organizations a Were substantially all dues nondeductible by members? b Did the organization make only in - house lobbying expenditures of $2,000 or less? If 'Yes' was answered to either 85a or 85b , do not complete 85c through 85h below unless the organization received a waiver for proxy tax owed for the prior year. c Dues, assessments , and similar amounts from members .. d Section 162 (e) lobbying and political expenditures e Aggregate nondeductible amount of section 6033 (e)(1)(A) dues notices f Taxable amount of lobbying and political expenditures ( line 85d less 85e) g Does the organization elect to pay the section 6033 (e) tax on the amount on line 85f? 85c 85d 85e 85f N/A N/A N/A N/A 85g 85h N/A N/A N/A N/A

83a 83b 84a 84b 85a 85b

X X X WA

WA

N A

N A N A

h If section 6033 ( e)(1)(A) dues notices were sent, does the organization agree to add the amount on line 85f to its reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax year? 86 501 (c)(7) organizations Enter a Initiation fees and capital contributions included on 86a line 12 86b b Gross receipts, included on line 12 , for public use of club facilities 87a 87 501 (c)(12) organizations Enter . a Gross income from members or shareholders b Gross income from other sources. (Do not net amounts due or paid to other sources against amounts due or received from them .) 87b

88 a At any time during the year , did the organization own a 50% or greater interest in a taxable corporation or partnership, or an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-37 If 'Yes,' complete Part IX

88a

X X

b At any time during the year, did the or g anization , directly or indirectly , own a controlled entity within the meaning of ^ 88b . . section 512(b)(13) " If 'Yes,' complete Part XI 89a 501 (c)(3) organizations Enter . Amount of tax imposed on the organization during the year under. 0 . , section 4955 ^ section 4911 ^ 0. , section 4912 ^ - 0. ------------------------b 501(c)(3) and 501 (c)(4) organizations. Did the organization engage in any section 4958 excess benefit transaction during the year or did it become aware of an excess benefit transaction from a prior year? If 'Yes,' attach a statement 89b explaining each transaction c Enter. Amount of tax im posed on the or g anization managers or disqualified persons during the 0. ^ year under sections 4912, 4955, and 4958 ^ 0. d Enter Amount of tax on line 89c, above , reimbursed by the organization e All organizations , At any time during the tax year , was the organization a party to a prohibited tax shelter transaction' f All organizations Did the organization acquire a direct or indirect interest in any applicable insurance contracts

89e 89f

X X

g For supporting organizations and sponsoring organizations maintaining donor advised funds Did the supporting organization, or a fund maintained by a sponsoring organization, have excess business holdings at any time during 89g X the year? this return is filed ^ NY CA 90a List the states with which a copy of -------------------------------------b Number of employees employed in the pay period that includes March 12, 2006 90b1 0 (See instructions.) of ^ Liza Siegler -------- _ -_ -- Telephone number ^ 415-561-6400 91a The books are in care

---Locatedat ^ Presidio Bldg 1014,

----------------San Francisco, _CA, ______________ ZIP +4 ^ 94129-0903

Yes No X

b At any time during the calendar year, did the organization have an interest in or a signature or other authority over a 91 b 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 the instructions for exceptions and filing requirements for Form TD F 90-22 .1, Report of Foreign Bank and Financial Accounts BAA

Form 990 (2006)

TEEA0I07L

01/18107

Form 990 (2006) Threshold Foundation

-3028214
Yes 91 c N/A

age 8
No X 0- Ij N/A

Part VI Other Information (continued) c At any time during the calendar year, did the organization maintain an office outside of the United States? If 'Yes,' enter the name of the foreign country 0 -- - - - - - - - - - - - 92 Section 4947(a)(1) nonexempt charitable trusts filing Form 990 in lieu of Form 1041- Check here and enter the amount of tax-exempt interest received or accrued during the tax year 92 Part Vff Analysis of Income-Producina Activities (See the instructions ) Unrelate d business income Excluded by s ection 512, 513, or 514 Note : Enter gross amounts unless A (C) (D) (B) ( ) otherwise indicated Business code Amount Exclusion code Amount Program service revenue. a Conferences b c d e f Medicare/Medicaid payments g Fees & contracts from government agencies 94 Membership dues and assessments. 93

Related (E) exempt or function income

144,100.

95 Interest on savings & temporary cash invmnts

Dividends & interest from securities Net rental income or (loss) from real estate a debt-financed property b not debt-financed property 98 Net rental income or (loss) from pers prop 96 97

14

12,091.

14

84, 645.

99 Other investment income

100 101
102

14 18

-1, 002. 54, 832.

Gain or (loss) from sales of assets other than inventory Net income or (loss) from special events
Gross profit or (loss) from sales of inventory

103 C d e

Other revenue

b Interest from PRI

17,563.

104 Subtotal (add columns (B), (D), and (E))

105 Total (add line 104, columns (B), (D), a nd (E)) Note : Line 105 olus line le. Part I. should equa l the amount on line 12. Part 1.

150, 566.

161,663. 312, 229.

Part VIII Relationshi p of Activities to the Accom p lishment of Exem pt Pur p oses (See the instructions. )
Line No . Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishment of the organization's exempt purposes (other than by providing funds for such purposes).

Educational conferences held to p romote p eace, understandin g and environmental awareness. Below market interest from loans to communit y based or g anizations en ga ged in the 103b creation of a sustainable environment. Part IX Information Reg ardin g Taxable Subsidiar ies and Disreg arded Entities (See the instructions. ) 93a
(A) Name, address, and EIN of corporation, partnership, or disregarded entity (B) Percentage of ownership interest

N/A

% %
I %I

Pa rt X

Information Reaardina Tran sfers Associated w

a Did the organization , during the year, receive any funds, directly or indirectly, to pay b Did the organization , during the year, pay premiums , directly or in Note : If 'Yes' to (b), file Form 8870 and Form 4720 (see instructions, BAA

Form 990 (2006) Threshold Foundation 13-3028214 Part XI Information Regarding Transfers To and From Controlled Entities . Complete only If the

Pa g e 9

otganizat/on Is a controlling organization as defined in section 512(b)(13).

Yes 106 Did the reporting organization make any transfers to a controlled entity as defined in section 512(b)(13) of the Code? If 'Yes,' com p lete the schedule below for each controlled entity (A) Name , address , of each controlled entity ------------------------------------------------------------------------- -----------------------------------------------(B) Employer Identification Number Descnption of transfer No x

(D) Amount of transfer

- -----------------------Totals Yes No X

107

Did the reporting organization receive any transfers from a controlled entity as defined in section 512(b)(13) of the Code? If 'Yes,' complete the schedule below for each controlled entity (A) Name , address , of each controlled entity ------------------------------------------------------------------------- -----------------------------------------------------------------------Totals Yes (B) Employer Identification Number (C) Description of transfer

(D) Amount of transfer

No X

108

Did the organization have a binding written contract in effect on August 17, 2006, covering the interest, rents, royalties, and annuities d ed in question 107 above?
Uu I d eclare that I h e examined this retrrn, Including ecco mp an y ing 5chedyles an P statements , and to the best of my knowledge and belief, it is r perect, an tl coml4 aa e D ec aration of reparer (other than officer ) is based on alt information of which reparer has an y knowled g e pl , nalties p (n.v
I of officer Date

lease
Sign

Here Paid Preparer's Use

^
Type or print name and title Preparer ' s

Go

reDate J1 I Check if sell employed (See

Only
BAA

^ Carol Duffiel Firm's name (or Fontanello , Duf field & Otake LLP yours if self em toyed) , ^ 44 Mont g omer y Street , Suite 2019 ZIP+4 and San Francisco, CA 94104 Signature

General' Instruct ion W) -1 1

N/A

EIN Phone no

N/A

(415)

983-0200
Form 990 (2006)

TEEAOIIOL 01/19/07

SCHEDULE A (Form 990 or 990-EZ)

Organization Exempt Under Section 501(c)(3)

(Except Private Foundation) and Section 501(e), 501(0, 501(k), 501(n), or 4947(aXl) Nonexempt Charitable Trust Supplementary Information - (See separate instructions.) MU ST be completed by the above orga n izations and attached to their Form 990 or 990-EZ.

OMB No 1545 0047

2006

Department of the Treasury Internal Revenue Service Name of the organization

Employer identification number

13-3028214 Threshold Foundation Compensation of the Five Highest Paid Employees Other Than Officers , Directors , and Trustees Part I (See Instructions. List each one. If there are none. enter 'None.')
(a) Name and address of each employee paid more than $50,000 (b) Title and average hours per week devoted to position (c) Compensation (d) Contributions to employee benefit plans and deferred compensation (e) Expense account and other allowances

None ------------------------------------------------------------------------------------------------------------------------Total number of other employees paid over $50,0 00

I Part It - A I Compensation of the Five Highest Paid Independent Contractors for Professional Services (See instructions. List each one (whether individuals or firms). If there are none, enter 'None.')
(a) Name and address of each independent contractor paid more than $50,000 (b) Type of service (c) Compensation

Tides Foundation ---------------------------------------P.O. Box 29903 San Francisco, CA 94129 ------------------------------------------------------------------------------------------------------------------------------------------------------------Total number of others receiving over $50,000 for p rofessional services 0

Mgmt. & Op er. Svc.

300,000.

11

[ Part [t - I j Compensation of the Five Highest Paid Independent Contractors for Other Services (List each contractor who performed services other than professional services, whether individuals or firms. If there are none, enter 'None.' See instructions.)
(a) Name and address of each independent contractor paid more than $50,000 (b) Type of service I (c) Compensation

None ----------------------------------------

Total number of other contractors receiving 0.1 0 over $50,000 for other services Reduction Act Notice , see the Instructions for Form 990 and Form 990-EZ. BAA For Paperwork
TEEA0401L 01/19/07

Schedule A (Form 990 or 990-EZ) 2006

Schedule A (Form 990 or 990-EZ 2006 Part tl[

1

Threshold Foundation

13-3028214 Yes

Pa e 2 No

Statements About Activities (See instructions .)

During the year, has the organization attempted to influence national, state, or local legislation, including any attempt to influence public opinion on a legislative matter or referendum? If 'Yes,' enter the total expenses paid 43,750. ^ $ or incurred in connection with the lobbying activities (Must equal amounts on line 38, Part VI-A, or line i of Part VI-B.) Organizations that made an election under section 501(h) by filing Form 5768 must complete Part VI-A. Other organizations checking 'Yes' must complete Part VI-B AND attach a statement giving a detailed description of the lobbying activities. During the year, has the organization, either directly or indirectly, engaged in any of the following acts with any substantial contributors, trustees, directors, officers, creators, key employees, or members of their families, or with any taxable organization with which any such person is affiliated as an officer, director, trustee, majority owner, or principal beneficiary') (If the answer to any question is 'Yes,' attach a detailed statement explaining the transactions )

a Sale, exchange, or leasing of property b Lending of money or other extension of credit? c Furnishing of goods, services, or facilities? d Payment of compensation (or payment or reimbursement of expenses if more than $1,000)? e Transfer of any part of its income or assets? ..

2a 2b 2c 2d 2e 3a 3b

X X X X X X X

3a Did the organization make grants for scholarships, fellowships, student loans, etc? (If 'Yes,' attach an explanation of how the organization determines that recipients qualify to receive payments.) b Did the organization have a section 403(b) annuity plan for its employees? .

c Did the organization receive or hold an easement for conservation purposes, including easements to preserve open space , the environment, historic land areas or historic structures? If 'Yes,' attach a detailed statement d Did the organization provide credit counseling, debt management, credit repair, or debt negotiation services7 4a Did the organization maintain any donor advised funds' If 'Yes,' complete lines 4b through 4g If 'No,' complete lines 4f and 4g b Did the organization make any taxable distributions under section 4966? C Did the organization make a distribution to a donor, donor advisor, or related person?.

3c 3d 4a 4b 4c

X X X N A N A

d Enter the total number of donor advised funds owned at the end of the tax year e Enter the aggregate value of assets held in all donor advised funds owned at the end of the tax year f Enter the total number of separate funds or accounts owned at the end of the tax year (excluding donor advised funds included on line 4d) where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts g Enter the aggregate value of assets held in all funds or accounts included on line 4f at the end of the tax year BAA TEEA0402L oaoam

N/A

N/A

0
^ 0.

Schedule A (Form 990 or Form 990-EZ) 2006

Schedule A (Form 990 or 990-EZ) 2006 1 Part tV

Threshold Foundation

13-3028214

Page 3

Reason for Non - Private Foundation Status (See instructions.)

I certify ttiat the organization is not a private foundation because it is- (Please check only ONE applicable box.) 5 6 7 8 9 F IA church, convention of churches , or association of churches Section 170 (b)(1)(A)(i). [:] A school section 170(b)(1)(A)( ii) (Also complete Part V.) A hospital or a cooperative hospital service organization . Section 170(b)(1)(A)(iii). [ A federal, state, or local government or governmental unit. Section 170(b)(1)(A)(v) hospital Section 170( b)(1)(A)(ui) Enter the hospital ' s name, city, 11 A medical research organization operated in conjunction with a and state ^ , [ An organization operated for the benefit of a college or university owned or operated by a governmental unit Section 170(b)(1)(A)(iv) (Also complete the Support Schedule in Part IV-A )

10

11 a u An organization that normally receives a substantial part of its support from a governmental unit or from the general public X Section 170 (b)(1)(A)(vi) (Also complete the Support Schedule in Part IV-A.)

11b [ A community trust. Section 170(b)(1)(A)(vi). (Also complete the Support Schedule in Part IV-A ) 12 [ 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 charitable, etc, 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 section 509(a)(2). (Also complete the Support Schedule in Part IV-A.) An organization that is not controlled by any disqualified persons (other than foundation managers) and otherwise meets the requirements of section 509(a)(3) Check the box that describes the type of supporting organization [Type I [Type II [Type III -Functionally Integrated [Type III-Other Provide the following information about the supported organizations . (See instructions.) (b) Employer identification number (EIN) (c) Type of organization (described in lines 5 through 12 above or IRC section) (d) Is the supported organization listed in the supporting organization's governing documents? Yes No (e) Amount of support

13

(a) Name(s) of supported organization(s)

Total 14 BAA n An organization organized and operated to test for public safety Section 509(a)(4). (See instructions )

0.1

0.

Schedule A (Form 990 or 990-EZ) 2006

TEEA0407L

01/22/07

13-3028214 Threshold Foundation Schedule A (Form 990 or 990EZ 2006 art IVA Support Schedule (Complete only if you checked a box on line 10, 11, or 12.) Use cash method of accounting.
Note : You may use the worksheet in the instructions for converting from the accrual to the cash method of accounting Calendar year (or fiscal year beginning in) 15 Gifts, grants, and contributions (a) 2005 (b) 2 0 04 (c) 2003 (d) 2002 (e) Total

Pa g e 4

received (Do not include unusual rants. See line 28

Membershi p fees received

1, 004 815.

1,247 , 581.

1 , 281 , 680.

1, 135 078.

4 669, 154.
0.

16 17

Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities in any activity that is related to the organization's

charitable, etc, p urpose

18 Gross income from interest, dividends, amounts received from payments on securities loans (section 512(a)(5)), rents, royalties, and unrelated business taxable income (less section 511 taxes) from businesses acquired by the organization after June 30, 1975 Net income from unrelated business activities not included in line 18 Tax revenues levied for the organization's benefit and either paid to it or expended on its behalf The value of services or facilities furnished to the organization by a governmental unit without charge. Do not include the value of services or facilities generally furnished to
the p ublic without charge

94,412.

220, 190.

58 , 684.

147, 979.

521, 265.

83 191.

57,966.

70 , 320.

85 , 205.

296 , 682.
0.

19 20

0.

21

0.

22

Other income Attach a

schedule Do not include

23 24 26

gain or (loss) from sale of capital assets Total of lines 15 through 22 Line 23 minus line 17

25 Enter l% of line 23

1,182, 418. 1, 088, 006. 11,824.

1, 525, 737. 1, 305, 547. 15, 257.

1, 410, 684. 1, 352, 000. 14, 107.

1, 368, 262. 1, 220, 283. 13, 683.

26a

5, 487, 101. 4, 965, 836.

99,317. 280 , 156.

a Enter 2% of amount in column (e), line 24 Organizations described on lines 10 or 11 : for your records to show the name of and amount contributed by each person (other than a governmental unit or publicly b Prepare a list supported organization) whose total gifts for 2002 through 2005 exceeded the amount shown in line 26a Do not file this list with your return Enter the total of all these excess amounts . . c Total support for section 509(a)(1) test Enter line 24, column (e) 19 18 296, 682. d Add. Amounts from column (e) for lines:

26b 26c

4 , 965 , 836. 576,838.

22

26b

280, 156.

26d

4, 388,998. 26e e Public support (line 26c minus line 26d total) 26f 88.38 % If Public support percentage (line 26e (num erator) divided by line 26c (denominator)) 27 Organizations described on line 12: N/A a For amounts included in lines 15, 16, and 17 that were received from a 'disqualified person,' prepare a list for your records to show the name of, and total amounts received in each year from, each 'disqualified person.' Do not file this list with your return . Enter the sum of such amounts for each year. (2002) (2005) ---------------------- (2004)----------- (2003)-----------bFor any amount included in line 17 that was received from each person (other than 'disqualified persons'), prepare a fist for your records to show the name of, and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year or (2) $5,000 (Include in the list organizations described in lines 5 through 11 b, as well as individuals) Do not file this list with your return. After computing the difference between the amount received and the larger amount described in (1) or (2), enter the sum of these differences (the excess amounts) for each year(2005) ---------- (2004)------------ (2003)------------ (2002)-------16 15 c Add Amounts from column (e) for lines 21 27c 20 17 27d and line 27b total d Add Line 27a total 27e e Public support (line 27c total minus line 27d total) 27f If Total support for section 509(a)(2) test Enter amount from line 23, column (e) ' 27 g Public support percentage (line 27e ( numerator ) divided by line 27f (denominator)) line 27f (denominator )) 27h h Investment income p ercenta g e (line 18 , column e) numerator divided by 28

Unusual Grants : For an organization described in line 10, 11, or 12 that received any unusual grants during 2002 through 2005, prepare a list for your records to show, for each year, the name of the contributor, the date and amount of the grant, and a brief description of the nature of the grant. Do not file this list with your return . Do not include these grants in line 15. Schedule A (Form 990 or 990EZ) 2006 TEEA0403L 01/19/07 BAA

Schedule A (Form 990 or 990 -EZ) 2006 Threshold Foundation

13-3028214

Page 5

Part V

Private School Questionnaire (See instructions.) (To be completed ONLY by schools that checked the box on line 6 in Part IV)

N/A
Yes No

29

Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, other governing instrument, or in a resolution of its governing body' Does the organization include a statement of its racially nondiscriminatory policy toward students in all its brochures, catalogues, and other written communications with the public dealing with student admissions, programs, and scholarships? Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during the period of solicitation for students , or during the registration period if it has no solicitation program, in a way that makes the policy known to all parts of the general community it serves? If 'Yes,' please describe , if 'No,' please explain . ( If you need more space , attach a separate statement.)

29

30

30

31

31

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------32 Does the organization maintain the following a Records indicating the racial composition of the student body, faculty , and administrative staff' b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory basis? c Co p ies of all catalogues , brochures , announcements , and other written communications to the public dealing with student admissions , programs , and scholarships? d Copies of all material used by the organization or on its behalf to solicit contributions? If you answered 'No' to any of the above, please explain (If you need more space , attach a separate statement )

32a 32b

L32

33

Does the organization discriminate by race in any way with respect to. a Students' rights or privileges? b Admissions policies? c Employment of faculty or administrative staff? d Scholarships or other financial assistance? e Educational policies? f Use of facilities? g Athletic programs? h Other extracurricular activities? If you answered 'Yes' to any of the above, please explain. (If you need more space, attach a separate statement ) 33h L33e 133f 33a 33 33c

34a Does the organization receive any financial aid or assistance from a governmental agency? b Has the organization's right to such aid ever been revoked or suspended? If you answered 'Yes' to either 34a or b, please explain using an attached statement 35 Does the organization certify that it has comp lied with the applicable requirements of sections 4 01 through 4 05 of Rev Proc 75-50, 1975-2 C.B 587, covering racial nondiscrimination? If 'No,' attach an explanation.
TEEA0404L 01/19/07

34a 34b

BAA

1 35 1 1 chedule A (Form 990 or 990-EZ) 2006

Threshold Foundation Schedule A (Form 990 or 990-EZ) 2006 Part V!-A Lobbying Expenditures by Electing Public Charities (See instructions )
(To be completed ONLY by an eligible organization that filed Form 5768) Check ^ ' a rlif the nrnani7ation helonas to an affiliated arouo Check ^ b

13-3028214

Pa g e 6

if you checked 'a' and 'limited control' provisions apply Affiliated group totals 36 37 38 39 40 To be completed for all electing or amzations

Limits on Lobbying Expenditures

aid (The term 'expenditures' means amounts paid or incurred ) 36 37 38 39 40 41 Total lobbying expenditures to influence public opinion (grassroots lobbying) Total lobbying expenditures to influence a legislative body (direct lobbying) Total lobbying expenditures (add lines 36 and 37) Other exempt purpose expenditures Total exempt purpose expenditures (add lines 38 and 39) Lobbying nontaxable amount Enter the amount from the following table The lobbying nontaxable amount is If the amount on line 40 is 20% of the amount on line 40 Not over $500,000 $100,000 plus 15% of the excess over $500,000 Over $500,000 but not over $1,000,000 $175,000 plus 10% of the excess over $1,000,000 Over $1 , 000 , 000 but not over $1,500,000 $225,000 plus 5% of the excess over $1,500,000 Over $1,500,000 but not over $17,000,000 $1,000,000 Over $17,000,000 Grassroots nontaxable amount (enter 25% of line 41) Subtract line 42 from line 36 Enter -0- if line 42 is more than line 36 Subtract line 41 from line 38 Enter -0- if line 41 is more than line 38 Caution: If there is an amount on either line 43 or line 44, you must file Form 4720

43 , 750.
0. 0. 43 , 750. 1, 584, 785.

1 , 628, 535.

41

231,427.

42 43 44

42 43 44

0. 0. 0.

57,857.
0. 0.

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 45 through 50.)

Lobbying Expenditures During 4 -Year Averaging Period Calendar year (orfiscal year beginning in) 1, (a) 2006 (b) 2005 (c) 2004 (d) 2003 (e) Total

45 Lobbying nontaxable amount

46 Lobby ing ceilin g amount (150/o of line 45(e))

231, 427.

198, 945.

216, 156.

646,528. 969, 792

47 Total lobbying
- ex penditures 48 49 Grassroots nontaxable amount Grassroots ceiling amount ( 150% of line 48(e))

43,750. 57,857.

18,500. 49,736.

192, 560. 54,039.

254,810. 161, 632. 242, 448.

50 Grassroots lobbying expenditures

51,560.
N/A Yes No

51,560.

[Part VI-$

Lobbying Activity by Nonelecting Public Charities

(For reporting only by organizations that did not complete Part VI-A) (See instructions

During the year, did the organization attempt to influence national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of a Volunteers b Paid staff or management (Include compensation in expenses reported on lines c through h.) c Media advertisements d Mailings to members, legislators, or the public e Publications, or published or broadcast statements i Grants to other organizations for lobbying purposes g Direct contact with legislators, their staffs, government officials, or a legislative body h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means

Amount

i Total lobbying expenditures (add lines c through h.) If 'Yes' to any of the above, also attach a statement giving a detailed description of th e lobbying activities Schedule A (Form 990 or 990-EZ) 2006 BAA
TEEAO405L 01/19/07

13-3028214 Threshold Foundation Schedule A (Form 990 or 990-EZ ) 2006 art VII 1 Information Regarding Transfers To and Transactions and Relationships With Noncharitable

Pa g e 7

Exempt Organizations (See instructions)

Did the reporting organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? Yes No a Transfers from the reporting organization to a noncharitable exempt organization of 51 a (i) X (i) Cash X (H) Other assets transactions. b Other b i) X (i)Sales or exchanges of assets with a noncharitable exempt organization b ii) X (ii)Purchases of assets from a noncharitable exempt organization X b ( iii) (iii)Rental of facilities, equipment , or other assets X b (iv) Reimbursement arrangements (iv) b(v) X (v)Loans or loan guarantees b (vi) X (vi)Performance of services or membership or fundraising solicitations X c c Sharing of facilities, equipment , mailing lists, other assets, or paid employees d If the answer to any of the above is 'Yes,' comp lete the following schedule Column (b) should always show the fair market value of the g oods, other assets, or services given by the re portin g org anization . If the or g anization received less than fair market value in any transaction or sharing arrangement , show in column ( d) the value of the goods, other assets , or services received (c) (d) (a) (b) Description of transfers, transactions, and sharing arrangements Amount involved Name of noncharitable exempt organization Line no 51

a(i)
a(i)

15,750. Arizona Advocac y Network

28,000. Lea gu e of Indy . Voters

Grant: Ballot Access Project

Grant: Electoral Reform Advocac y

Project.

52a Is the organization directly or indirectly affiliated with , or related to , one or more tax - exempt organizations described in section 501(c) of the Code (other than section 501 (c)(3)) or in section 527?

P.

F] Yes M No

BAA
TEEA0406L 01/19/07

Schedule A (Form 990 or 990-EZ) 2006

Form 8868 (Rev -4-2007 If you are filing for an Additional (not automatic) 3-Month Extension , complete only Part If and check this box Note . Only complete Part II if you have already been granted an automatic 3-month extension on a previously filed Form 8868. If you are filin g for an Automatic 3-Month Extension , com plete only Part I (on pa ge 1 ) .

Pace 2 - X

Part It
Type or

Additional (not automatic 3-Month Extension of Time. You must file ori g inal and one co py .
Name of Exempt Organization Employer rdenblicabon number

print
File by the extended due dale for filing the return See instructions

Threshold Foundation
Number, street , and room or suite number If a P 0 box , see instructions .

13-3028214
For IRS use only

PO Box 29903
City, town or post office, state, and ZIP code For a foreign address , see instructions

San Francisco, CA 94129-0903

Check type of return to be filed (File a separate application for each return) X Form 990 Form 990-PF Form 990-BL Form 990-T (section 401( a) or 408 (a) trust) Form 990-EZ m Form 990-T (trust other than above ) Form 1041-A Form 4720 Form 5227 Form 6069 Form 8870

STOP ! Do not complete Part II if you were not already granted an automatic 3-month extension on a previously filed Form 8868. The books are in care of P- Liza Siecrler

Telephone No. 0 4 15-561-6400_____ FAX No. If the organization does not have an office or place of business in the United States , check this box
If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) . If this is for the and attach a list with the names and EINs of all whole group, check this box If it is for part of the group, check this box members the extension is for. 4 I request an additional 3-month extension of time until 11/15 - - _ - , 20 _07. , and ending _ 5 For calendaryear _2_006 , or other tax year beginning _ , 20 , 20 flChange in accounting period 6 If this tax year is for less than 12 months, check reason . fl Final return 0 Initial return

The organization requires-additional time to gather the 7 State in detail why you need the extension information necessary to file-a complete and accurate-return ._ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ------ -------------------------8a If this application is for Form 990-BL, 990 -PF, 990-T, 4720, or 6069, enter the tentative tax, less any b If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit and any amount paid previously with Form 8868 c Balance Due. Subtract line 8b from line 8a. Include your payment with this form, or, if required, deposit with FTD coupon or, if required , by using EFTPS (Electronic Federal T ax Payment System) See mstrs

8b $ 8c l $

Signature and Verification

Under penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete, and that I am authorized to prepare this form Date ^^ 1' 1 y 1

O ONotice to Applicant. (To be Completed by the IRS)

H
E

We have approved this application . Please attach this form to the organization ' s return. We have not approved this application However, we have granted a 10-day grace period from the later of the date shown below or the due date of the organization ' s return (including any prior extensions). This grace period is considered to be a valid extension of time for elections otherwise required to be made on a timely filed return . Please attach this form to the organization 's return. We have not approved this application . After considering the reasons stated in item 7, we cannot grant your request for an extension of time to file. We are not granting a 10-day grace period. We cannot consider this application because it was filed after the extended due date of the return for which an extension was requested

H
Director

Other
By Date

Alternate Mailing Address . Enter the address if you want the copy of this application for an additional 3-month extension returned to an address different than the one entered above.
Name

Fontanello, Duffield & Otake, LLP

Type or Number and street (i nclude suite, room, or apartment number) or a P 0 . box number

print

44 Mont gomery Street , Suite 2019

City or town, province or state , and country (including postal or ZIP code)

San Francisco, CA 94104

BM FIFz0502t. 0501/07 Form 8868 (Rev 4-2007)

Form 8868
(Rev December 2006) Department of the Treasury

Application for Extension of Time To File an Exempt Organization Return

0-File a separate application for each return.

0MB No 1545-1709

Internal Revenue Service

If you are filing for an Automatic 3-Month Extension, complete only Part f and check this box If you are filing for an Additional (not automatic) 3-Month Extension , complete only Part II (on page 2 of this form).

^ X

Do not completePart//unlessyou have already been granted an automatic 3-month extension on a previously filed Form 8868. '-art E Automatic 3-Month Extension of Time . Only submit original (no copies needed).
Section 501(c)(3) corporations required to file Form 990-T and requesting an automatic 6-month extension - check this box and complete Part I only . . . All other corporations (including 1120-C filers), partnerships, REMICS, and trusts must use Form 7004 to request an extension of time to file income tax returns Electronic Filing (e -file). Generally, you can electronically file Form 8868 if you want a 3-month automatic extension of time to file one of the returns noted below (6 months for section 501(c)(3) corporations required to file Form 990-T). However, you cannot file Form 8868 electronically if (1) you want the additional (not automatic) 3-month extension or (2) you file Forms 990-BL, 6069, or 8870, group returns, or a composite or consolidated Form 990-T. Instead, you must submit the fully completed and signed page 2 (Part II) of Form 8868 For more details on the electronic filing of this form, visit www rrs gov/efile and click on e-file for Charities & Nonprofits
Name of Exempt Organization Type or Employer identification number

P.

11

print
due date for filing your

Threshold Foundation
Number, street , and room or su i te number If a P 0 box, see instructions

13-3028214

return See
Instructions

PO Box 29903
City, town or post office For a foreign address, see instructions state ZJP code

San Francisco, CA 94129-0903

Check type of return to be filed (file a separate application for each return): Form 990-T (corporation) X Form 990 Form 990-T (section 401(a) or 408(a) trust) Form 990-BL Form 990-T (trust other than above) Form 990-EZ Form 1041-A Form 990-PF Form Form Form Form 4720 5227 6069 8870

The books are in the care of - Liza Siegler

------

-----------------

Telephone No . ^ 415-561-6 4 0 0FAX No.

10- U If the organization does not have an office or place of business in the United States, check this box . . If this is for the whole group, If this is for a Group Return , enter the organization ' s four digit Group Exemption Number (GEN) and attach a list with the names and EINs of all members check this box " 1-1 If it is for part of the group , check this box the extension will cover. 1 I request an automatic 3-month (6 months for a section 501(c)(3 ) corporation required to file Form 990 - T) extension of time until _ 8/15_ , 20 07 _ , to file the exempt organization return for the organization named above for The extension is - - the organization ' s return for: 01. 2 X calendar year 20 06 or tax year beginning _ _ _ _ - - _ _, 20 , and endin g Initial return , 20 Final return fl Change in accounting period

If this tax year is for less than 12 months, check reason:

3a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any nonrefundable credits. See Instructions b If this application is for Form 990-PF or 990-T, enter any refundable credits and estimated tax payments made. include an y p rior year over p ayment allowed as a credit c Balance Due. Subtract line 3b from line 3a. Include your payment with this form, or, if required, deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System) See instructions

3a $ 3b j $

0. 0.

3c $

0.

Caution . If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EC and Form 8879-EO for payment instructions BAA For Pnvacy Act and Paperwork Reduction Act Notice, see instructions . Form 8868 (Rev 12-2006)

FIFZ0501L 12/19/06

2006

Federal Statements
Threshold Foundation

Page 1
13-3028214

Statement 1 Form 990 , Part I, Line 7 Other Investment Income

Partnership Income $ -1,002.

Total $

-1,002.

Statement 2 Form 990 , Part I, Line 8 Net Gain (Loss) from Noninventory Sales Publicly Traded Securities Gross Sales Price: Cost or Other Basis: 817,324. 762,492. Total Gain (Loss) Publicly Traded Securities Total Net Gain (Loss) From Noninventory Sales 54,832. 54,832.

Statement 3 Form 990 , Part I, Line 20 Other Changes in Net Assets or Fund Balances FMV Adj of Investments
Tota l $ 102 347. 102 , 347 .

Statement 4 Form 990 , Part II, Line 22b Other Grants and Allocations Cash Grants and Allocation s Donee' s Name :
Relationship of Donee:

See Attached Statement

N/A

Amount Given: Total Grants and Allocations

1,129,175.

,129,175.

Threshold Foundation Grants for the period ending December 31, 2006
Organization Name Mediators Foundation/Abraham Path Initiative
Active Music

Amount 6,465.00

Date 8/17/2006

Organization Address 3833 North 57th Street Boulder, CO 80301

433 Town Center #694 Corte Madera, CA 94925

Organization Purpose Abraham Path Initiative's Mapping Survey project

general support

11,150.00

4/14/2006

Alliance for Sustainable Colorado

15,750.00

8/3/2006

1536 Wynkoop Street B500 Denver, CO 80202 One Hallidie Plaza Suite 402 San Francisco, CA 94102 PO Box 507 Lewisburg, WV 24901 130 North Central Avenue Suite 311 Phoenix, AZ 85004 The Presidio PO Box 29907 San Francisco, CA 94129-0903 241 King Street

program development

Amazon Watch

27,100.00

8/3/2006

protect indigenous peoples and frontier rainforests in Ecuador and Peru

Appalachian Center for the Economy and the Environment

250.00

4/14/2006

Coal Minin

Accountabilit

Project

Arizona PIRG Education Fund

4,900.00

8/17/2006

work on global warming

Tides Center/Asia Pacific Environmental Exchange

1,250.00

4/14/2006

Asia Pacific Environmental Exchange's B

Bill of Rights Defense Committee

1,000.00

4/14/2006

Suite 216 Northampton, MA 01060

general support

Earth Ways Foundation Inc/Bo Bra Pa Concert Party Project in Ghan Y ]

7 , 850.00

4/14/2006

20178 Rockport Way Malibu, CA 90265 300 Broadway Suite 28 San Francisco, CA 94133-3312
1453 Mission Street San Francisco, CA 94103

general support for BoBraPa

Earth Land Institute, Inc/Borneo Project

20,000.00

8/3/2006

Borneo Project's Rumah Nor Legal Aid Fund

California Institute of Integral Studies

25,000.00

8/17/2006

6X Film Production and Interviews

520 University Avenue

Center for Media and Democracy 1,000.00 4/14/2006 Suite 227 Madison, WI 53703 Disinfopedia Project
Statement 4 Form 990, Part II, Line 22b Statement of Functional Expenses Other Grants and Allocations

Threshold Foundation Grants for the period ending December 31, 2006
Organization Name Amount Date Organization Address 1233 20th Street NW Suite 205 Washington, DC 20036 Lizardo Garcia 512 y Diego de Almagro 6to. Piso Quito 17-07-8808 ECUADOR 1612 K Street, NW Suite 401 Washington, DC 20006
E12629 Weigand's Bay South Merrimac, WI 53561

Organization Purpose

Center for Political Accountability

20,000.00

8/3/2006

general support

Centro de Derechos Economlcos y Sociales

1,250.00

4/14/2006

Amazon School for Human Rights and the Environment

Circumpolar Conservation Union

20,100.00

8/3/2006

general support

Citizens for Safe Water Around Badger

9,840.00

8/3/2006

National Grassroots Campaign to Stop Open Burning of PCBs

Clean Elections Institute

7,400.00

8/17/2006

2702 North 3rd Street Suite 4010 Phoenix, AZ 85004-1130 20178 Rockport Way Malibu, CA 90265 341 South Third Street Suite 10 Columbus, OH 43205 PO Box 1414 Menlo Park, CA 94026 The Presidio PO Box 29907 San Francisco, CA 94129-0903 Casilla 144 Otavalo-Imbabura ECUADOR Beyond Zero Tolerance Project 2233 Lombard Street
San Francisco, CA 94123

National Model Project

Environmentalism Through Inspiration & Non Violent Action/Code Pink

19,500.00

4/14/2006

Code Pink to bring an Iraqi delegation for the Say No To War Campaign

Columbus Institute for Contemporary Journalism

15,100.00

8/3/2006

Election Protection Project

Concentric Media

5,500.00

4/14/2006

WHO COUNTS ? Protecting Your Vote and Your Voice project

Tides Center/CorpWatch

15,000.00

8/3/2006

general support for CorpWatch

Defensa,y Conservacion Ecologica de Ihtag

25,000.00

9/7/2006

collaborative work with Periodico INTAG on mining threats in the Intag region

Drug Policy Alliance

8,975.00

8/17/2006

Beyond Zero Tolerance Prejeebent4

Form 990, Part II , Line 22b Statement of Functional Expenses Other Grants and Allocations

Threshold Foundation Grants for the period ending December 31, 2006
Organization Name Amount Date Organization Address
1612 K Street, NW Suite 401 Washington, DC 20006 344 40th Street Oakland, CA 94609

Organization Purpose
Burma Project and for EarthRights School and Alumni Program in Burma and Mekong

EarthRights International

20,000.00

9/7/2006

Ella Baker Center for Human Rights

1,550.00

4/14/2006

Books Not Bars Project

Ella Baker Center for Human Rights

8,085.00

8/17/2006

344 40th Street Oakland, CA 94609 81 Willoughby Street Suite 602

Brooklyn, NY 11201

Summer of Non-Violence project

Families United for Racial and Economic Equality

250.00

4/14/2006

general support

ForestEthics

39,435.00

8/17/2006

One Haight Street

San Francisco, CA 94102 London Terrace

Boreal Customer Project

Foundation for the Chapel of Sacred Mirrors

17,000.00

8/17/2006

Post Office Box 20668 New York, NY 10011 1325 13th Street NW Suite 34

general support

Future of Music Coalition

55,000.00

8/3/2006

general support

Washington, DC 20005 Tides Center/Global Community Monitor The Presidio PO Box 29907 San Francisco, CA 94129-0903 PO Box 7490 Boulder, CO 80306-7490 2040 S Street, NW Suite 203 Washington, DC 20009
PO Box 15618

16,500.00

8/3/2006

general support for Global Community Monitor

Global Response

20,000.00

8/3/2006

general support

Grassroots Policy Project

250.00

4/14/2006

Health Care, Taxes, and the Role of Government Project

Greater Edwards Aquifer Alliance

10,000 .00

8/3 / 2006

San Antonio , TX 78212 401 Park Drive 2nd Floor East

Boston , MA 02215

general support

Harvard Medical School - Center for Health and the Global Environment

500.00

4/14/2006

Biodiversity and Human Health Internet Awareness Campaiaement4

Form 990 , Part II, Line 22b Statement of Functional Expenses Other Grants and Allocations

Threshold Foundation Grants for the period ending December 31, 2006
Organization Name Amount Date Organization Address 77 Federal Street
Independent Media Institute 1,000.00 4/14/2006 Second Floor San Francisco, CA 94107 520 Ralph Street Sarasota , FL 34242 Echo Chamber project

Organization Purpose

Rising Tide International Inc./Jerusalem Peacemakers Earth Ways Foundation Inc/Just Vision

5,405 . 00

8/17/ 2006

Jerusalem Peacemakers ' capacity building and operations general support of Just Vision

250.00

4/14/2006

20178 Rockport Way Malibu, CA 90265 PO Box 9576 Washington, DC 20016 406 Al mar Avenue Santa Cruz, CA 95060
11948 West Washington

Justice Through Music Project

11,600.00

4/14/2006

general support Wanduk Yachai Amazanga Community's Llushln River Valley Conservation Proiect

Living Bridges Foundation

33,910.00

10/26/2006

Social and Environmental Entrepreneurs,Inc/Making Our Milk Safe

10,625.00

8/17/2006

Boulevard Suite 201 Los Ancieles, CA 90066 1601 Guildford Avenue 2 South Baltimore, MD 21202
1625 K Street, NW

general support for Making Our Milk Safi

Fusion Partnerships, Inc/Maryland Justice Coalition

1,500.00

4/14/2006

Maryland Justice Coalition's Campaign for Treatment not Incarceration Project

Media Access Project

1,000.00

4/14/2006

Suite 1000 Washington, DC 20015 1904 Franklin Street Suite 500 Oakland, CA 94612 PO Box 40305 Portland, OR 97240 PO Box 162
Berkeley, CA 94701 44 Elsie Street San Francisco, CA 94110

general support

Media Alliance

70,100.00

8/3/2006

Internet 4 Everyone project and for general support

general support for Money in Politics Research Action Project

Money in Politics Research Action Project

20,000 00

8/3/2006

Mrothersong

5,300.00

5/11/2006

Mothersong's sing-along circle film project general support for Music Loatemigeaca
Form 990 , Part II, Line 22b Statement of Functional Expenses Other Grants and Allocations

Mobile Voter/Music for America Education F

4,300.00

5/11/2006

Threshold Foundation Grants for the period ending December 31, 2006
Organization Name Amount Date Organization Address P.O. Box 29604 San Francisco, CA 94129 Organization Purpose

Natural World Museum

250.00

4/14/2006

Council of Species Global Theatre

Natural World Museum

15,674.00

8/3/2006

PO Box 29604 San Francisco, CA 94129

work with children through large puppets and the Council of Species Global Theater

Executive Council of the General Synod of United Church of Christ/Office of Communication of the United Church of
Christ, Inc.

55,100.00

10/26/2006

700 Prospect Avenue Cleveland, OH 44115-1100

general support

Permaculture Institute of El Salvador

800.00

4/14/2006

723 Allendale Street Santa Fe, NM 87505 P.O. Box 523 Sonoma, CA 95476 P.O. Box 523 Sonoma, CA 95476 P.O. Box 523 Sonoma, CA 95476 1904 Franklin Street Suite 500 Oakland, CA 94612 20178 Rockport Way Malibu, CA 90265 Jr. Lobo Cano 471 Yarinacocha, Pucallpa
PERU

general support for Permaculture Institute of El Salvador (IPES) Praxis Think Tank

Praxis Peace Institute

300.00

4/14/2006

Praxis Peace Institute

23,500.00

8/17/2006

Praxis Think Tank Initiative to Avert Mass Extinction Roundtable Convening Prometheus Radio Project's Low Power Radio Neworking Project Rainforest Information Centre's Small Grants Fund Amazon Wakanl's project Achual Sustainable Harvests
Burma Village Assistance Project's work providing water and sanitation to

Praxis Peace Institute

40,000.00

9/6/2006

Prometheus Radio Project/ Prometheus Rad

250.00

4/14/2006

Earth Ways Foundation/Rainforest Information Centre

17,500.00

8/17/2006

Red de Permacultura en el Peru

11,300.00

4/28/2006

Foundation for the People of Burma/Rural Development Society

8,360.00

9/14/2006

225 Bush Street Suite 590

San Francisco, CA 94101 3325 Wilshire Boulevard Suite 340 Los Angeles, CA 90010

remote Shan tribes

Stop Prisoner Rape

1,250.00

4/14/2006

Federal Systemic Change Campaign

Statement 4 Form 990, Part II, Line 22b Statement of Functional Expenses Other Grants and Allocations

Threshold Foundation Grants for the period ending December 31, 2006
Organization Name Seventh Generation Fund/Sustainable Nations Development Project Seventh Generation Fund/Sustainable Nations Development Project Taos Land Trust Amount 500.00 Date 4/14/2006 Organization Address PO Box 4569
Arcata, CA 95518

Organization Purpose general support for Sustainable Nations

Development Project

23 , 100 . 00

8/17/2006

PO Box 4569 Arcata, CA 95518 PO Box 376 Taos, NM 87571 PO Box 73038 Washington, DC 20056
2040 Tunlaw Road, NW

general support for Sustainable Nations Development Project general support

15,000.00

8 // 2006 3

Teaching for Change

250.00

4/14/2006

Tellin' Stories Project

The $10 Club

10,000.00

8/3/2006

Washington, DC 20007 145 Ninth Street Number 101

San Francisco, CA 94103

general support

Film Arts Foundation/The Maquila Project

18,000.00

8/3/2006

The Maquila Project's outreach

campaign

The Power of Hope

13,150.00

4/14/2006

1337 Lincoln Street #2 Bellingham, WA 98229

Youth Social Enterprise Project Tides Canada Exchange Fund, for Hollyhock Leadership Institute's project entitled Supporting Environmental Justice for British Columbia's First Nations general support
The Spirit of Philanthropy Fund's Catalyzing Conscious Philanthropy proiect's work wiith AYA Partners The Spirit of Philanthropy Fund's Catalyzing Conscious Philanthropy protect work wiith AYA Partners

Tides Foundation

18,000.00

8/17/2006

The Presidio PO Box 29903 San Francisco, CA 94129-0903

TimeBanks USA

33,276.00

8/17/2006

5500 39th Street NW Washington, DC 20015 224 Nantmeal Road Glenmoore , PA 19343

Triskeles Foundation

14,000.00

3/23/ 2006

Triskeles Foundation

15,000.00

8/17/ 2006

224 Nantmeal Road Glenmoore , PA 19343

Trust for Conservation Innovation/Project 3650 Films Inc.

6,525.00

423 Washington Street , 5th Floor 12/31/2006 San Francisco , CA 94111

General Support for Projet 3650 Films Statement 4

Form 990, Part II, Line 22b Statement of Functional Expenses Other Grants and Alincatinns

Threshold Foundation Grants for the period ending December 31, 2006
Organization Name Verified Voting Foundation Amount 20,000.00 Date 8/3/2006 Organization Address 630 Park Road Redwood City, CA 94062 PO Box 567 Ojai, CA 93024 PO Box 923 M Malibu, CA 90265 P0 Box 95545 Seattle, WA 98145-2545 PO Box 95545 Seattle, WA 98145-2545 PO Box 455 Richmond, VT 05477 PO Box 455 Richmond, VT 05477 1717 Massachusetts Avenue Suite 801 Washington, DC 20036 PO Box 61522 Honolulu, HI 96839 Organization Purpose Transparent Election Project

Vitamin Relief USA International Humanities Center/Voter Action Western Land Exchange Project

4,550.00

9/6/2006

general support

33 , 100.00

8/3/2006

Voter Action New Mexico

500.00

4/14/2006

general support

Western Lands Project

17,000.00

8/3/2006

general support

Wildlands Project

250.00

4/14/2006

Getting the Word Out Project

Wildlands Project

25,000.00

8/3/2006

mapping species connectivity project

Center for International Policy, Inc./Win Without War

8,750.00

4/14/2006

general support of Win Without War

World Family Foundation

12,250.00

4/14/2006

work with Panacocha Preserve and Coca Cushi Animal Rescue Center

Total 501 (c ) 4 Organizations:

Arizona Advocacy Network Inc.

$ 1 ,085,425.00

15,750.00

8/16/2006

P.O Box 25369 Phoenix, AZ 85002 226 West 135th Street Fourth Floor

Ballot Access Project

League of Independent Voters Total 501 ( c ) 4 Organizations Grants Total Grants

28,000.00 43,750.00 $ 1,129 , 175.00

New York, NY 10030

This grant is for your organization's Electoral Reform Advocacy project.

Statement 4 Form 990, Part II, Line 22b Statement of Functional Expenses

2006

Federal Statements
Threshold Foundation

Page 2
13-3028214

Statement 5 Form 990 , Part II, Line 43 Other Expenses (A) Total Banking Fees Board Expenses Consulting & Contract Service Credit Card Fees Data Storage Delivery Honoraria Insurance Investment Fees Licenses & Fees Management Fees Miscellaneous Outreach & Meetings
Professional Development

(B) Program Services

(C) Management & General 678. 10,604.

(D) Fundraising

678. 10,604. 4,100. 10,068. 398. 5,248. 8,250. 1,554. 19,340. 1,341. 300,000. 166. 10,611.
1,000.

4,100. 3,920. 8,250. 10,068. 398. 1,328. 1,554. 19,340. 1,341. 147,000. 166. 10,076.
1,000.

153,000. 535. 10 , 917. 180,722.

Telecommunications Total

21 , 726. 395,084.

5 , 625. 209,178.

5 , 184. 5,184.

Statement 6 Form 990 , Part III Organization ' s Primary Exempt Purpose Grant-making toward a more just and sustainable environment.

Statement 7 Form 990 , Part IV , Line 54b Investments - Other Securities

Other Securities Marketable Equity Securities Money Market Funds

Valuation Method Market Value Market Value Total $

Amount 1,856,553. 697,417. 2, 553, 970.

Statement 8 Form 990 , Part IV , Line 58 Other Assets Interest Receivable Program Related Investments $ Total $ 13,060. 535,000. 548,060.

12006

Federal Statements
Threshold Foundation

Page 3
13-3028214

Statement 9 Form 990 Part IV , Line 65 Other Liabilities Refundable Deposits

$ Total $ 7,845. 7,845.

Statement 10 Form 990, Part V-A List of Officers, Directors, Trustees, and Key Employees Title and Average Hours
Name a nd Address Per Week Devoted

Compensation

Contribution to
EBP & DC

Expense Account/
Other

Suzanne Gollin PO Box 29903 San Francisco, CA 94129-0903 Gay Dillingham PO Box 29903 San Francisco, CA 94129-0903 Gita Drury PO Box 29903 San Francisco, CA 94129-0903 James Gollin PO Box 29903 San Francisco, CA 94129-0903 Carol Newell PO Box 29903 San Francisco,

President $ 2 Director 2 V.P. and Secy. 2 Director 2 Director 2

0. $

0. $

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

CA 94129-0903
Director 2 0. 0. 0.

Rick Paine PO Box 29903 San Francisco, CA 94129-0903 Drummond Pike PO Box 29903 San Francisco, CA 94129-0903 Marsha Rosenbaum PO Box 29903 San Francisco, CA 94129-0903 Sophia Bowart PO Box 29903 San Francisco, Marian Moore PO Box 29903 San Francisco,

Director 2
Director 2

0.

0.

0.

0.

0.

0.

Treasurer 2

0.

0.

0.

CA 94129-0903 Director 2 CA 94129-0903 0. 0. 0.

2006

Federal Statements
Threshold Foundation

Page 4
13-3028214

Statement 10 (continued) Form 990, Part V-A List of Officers , Directors , Trustees , and Key Employees Title and Average Hours Per Week Devoted
Director $

Name and Address

Mary Rower

Compensation
0.

Contribution to EBP & DC

$ 0. $

Expense Account/ Other

0.

PO Box 29903 San Francisco, CA 94129-0903

2 Total 0. $ 0. $ 0.