t

Form

990

OVB 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)
^ The organization may have to use a- copy of this return to satisfy state_[eporting requirements.

2007
Own to Public
Employer Identification Number

Department of the Trea Internal Rev6nue Servi,

A B

For the 2007 calendar year. or tax year beg innin g Check if applicable
Address change Name change I nitia l return Termination Amended return

, 2007, and

C
PI ease use I RSlabel or punt PQ orlype Se e speci f ic InsWctions .

Threshold Foundation Box 29903 San Francisco, CA 94129-0903

13-3028214
E Telephone number

(415)
F Accou 0 trng method :

561-6400
Cash X Accrual

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 X 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 ONO

Web site: " www. thresholdfoundation . or g

Organization ty e F X 4947(a)(1) or 527 3 4 (insert no) (check onl y one If the organization is not a 509(a)(3) supporting organization and its Check here 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

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 ruhng7

Yes

Ho

I M

Gross recei pts. Add lines 6b, 8b, 9b, and 10b to line 12 "' 3, 702, 230 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 la)

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

Part I

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

2,476,062.

tal e Ia t r ough Idjs(cash h

1 , 750, 428. noncash $

725, 634 .

1e
2 3 4 5

2,476 , 062.
131 , 565.
34 , 678, 103 , 880.

R E v

N
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 Dividends and interest from securities 6a Gross rents 6b Less , rental expenses Net rental income or (loss ). Subtract line 6b from line 6a Other investment income (describe ^ (A) Securities ( B) Other 8 a G ross amoun t f rom sal e s of assets other than inventory /,938 , ,8,82 '.. , 8a b Less. cost or other basis and sales expenses /856 , 11'7,- -S'

6c 7

c Gain or ( loss) (attach schedule )

Statement 1

'K.

/82 ,,57,65. v8c

u ^ 8d

'^" d Net gain or ( loss). Combine line 8c, columns (A) an^'^' 9 Special events and activities (attach schedule) If any' amount istfr m gjmung;5heck here ocontrlbutlonss a Gross revenue (not including $ a reported on line 1b) b Less direct expenses other than fundraising expense Pbj 9 f,qb ^b fr m Iin 9a c Net income or (loss ) from special events Subtract line 10a 10a Gross sales of inventory , less returns and allowances

82 , 765.

9c

b Less . cost of goods sold 10b c Gross profit or (loss ) from sales of inventory ( attach schedule ). Subtract line 10b from line 10a 11 Other revenue (from Part VII, line 103) 12 Total revenue . Add lines 1 e, 2, 3, 4, 5, 6c, 7, 8d, 9c, 1 Oc , and 11 13 Program services (from line 44, column (B)) 14 Management and general (from line 44 , column (C)) 15 Fundraising (from line 44, column (D)) N E 16 Payments to affiliates (attach schedule) 5 17 Total expenses. Add lines 16 and 44, column (A) A 18 Excess or (deficit ) for the year Subtract line 17 from line 12 S 19 Net assets or fund balances at beginning of year (from line 73, column (A)) E T T 20 Other changes in net assets or fund balances (attach explanation ) See Statement 2 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 . TEEA0109L

10c 11 12 13 14 15 16 17 18 19

17, 2,846, 1, 898, 247,

163* 113. 162. 228 .

393 .
2, 145, 783* 700, 330 . 3 , 557, 038.

20
21 12/27/07

-39, 973 .
4, 217, 395.
Form 990 (2007)

13-3028214 Page 2 Threshold Foundation Form 990 2007 Columns (B), (C), and (D) are required Statement of Functional Expenses All organizations must complete column (A). Part II nal for others (See instruct)
for section 501 (c)(3) and (4) organizations and section 4947(a)(1) nonexempt charitable trusts but optio (C) Management (B) Program Do not include amounts reported on line (A) Total and general services 6b, 8b, 96, 10b, or 16 of Part I (D) Fundraising

22 a Grants-paid-from donor advised funds (attach sch) (cash $ non-cash $ If this amount includes foreign grants, check here 22b Other grants and allocations (att sch) See St

22a 3

(cash
non-cash

$
$

1671028.
) -

If this amount includes foreign grants, check here 23 24

22b
23 24

1, 671, 028.

1, 671,028.

Specific assistance to individuals (attach schedule) Benefits paid to or for members (attach schedule)

25a Compensation of current off--z-s, directors, key employees, etc. listed

in Part V-A
b Compensation of former officers, directors, key employees, etc listed in Part V-B 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) 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.

0.

0.

25b

0.

0.

0.

0.

25c 26 27 28 29 30

0.

0.

0.

0.

31
32 33 34 35 36 37 38 39 40 41 42 43

Accounting fees
Legal fees Supplies Telephone Postage and shipping Occupancy Equipment rental and maintenance Printing and publications Travel Conferences, conventions, and meetings Interest Depreciation, depletion, etc (attach schedule) Other expenses not covered above (itemize)
-

31
32 33 34

11 , 500. 141. 2,064. 3,365.

323. 2 , 554.

11,500. 141. 1,741. 582. 229.

35
36 37

38
39 40 41 42

6 , 694. 13,799.
52 , 337.

3 345. 10,905. 35,229.

3 , 349. 2, 894. 17 , 108.

43a aSee Statement 4 ------------------b ------------------c ------------------d ------------------e ------------------f ------------------44 Total functional expenses Add lines 22a 43b 43c 43d 43e 43f

384 855.

174 778.

209 913.

164.

through 43g (Or anizations completing columns (B)-(D),carry these totals to lines 13- 15)

44

2 , 145,783.

1 , 898 , 162.

247 228.

393.

Joint Costs . Check 10. 1-1 if you are following SOP 98-2. ^^ Yes 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 $ , and (iv) the amount allocated $ (iii) the amount allocated to Management and general to Fundraising $ BAA rEEA0102L 08/02/07 Form 990 (2007)

Form 990 (2007 )

Threshold Foundation

13-3028214

Page 3

Part tlt

Statement of Program Service Accomplishments (See the instructions.)

-

Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particular organlzatlpn 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 IH, the-organizatton's programs-and accomplishments. What is the organization's primary exempt purpose? ^ See Statement -5 - - - - - - - - - - ------- -Program Service Expenses (Required for 501(c)(3) and All organizations must describe their exempt purpose achievements in a clear and concise manner State the number of organizations an 7(a)(i) but clients served,_ publications issued etc. Discuss achievements that are not measurable. (Section 501(c)(3) and (4) organoptiona for others ) charitable trusts must also enter the amount of g rants and allocations to others. ) izations and 4947 (a) (1 ) nonexem pi

Promote a ------ peace, _understandina and environmental-awareness through grant -------------------making_and presentation of_educational_conferences__ ------------------------------------------------------------------------------------------------------------------------------------------------------------- X 1, 671, 028. ) If this amount includes forei g n grants, check here $ (Grants and allocations b -------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------------------------------) If this amount includes foreign grants, check here $ (Grants and allocations C ------------------------------------------------------------------------------------------------------------ -----------------------------------------------------------------------------------------------------------------------------------------------------------) If this amount Includes foreign grants, check here (Grants and allocations $ --------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------------------------- ) If this amount includes foreign grants, check here $ (Grants and allocations e Other program services ) If this amount includes foreign grants, check here PIE] $ (Grants and allocations f Total of Program Service Expenses (should equal line 44, column (B), Program services) BAA

1,898,162.

1,898,162. Form 990 (2007)

TEEA0103L

12127107

Threshold Foundation Form 990 (2007 Part [V Balance Sheets (See the instructions.)
Note : 45 Where required, attached schedules and amounts within the description column should be for end-of-year amounts only Cash - non-interest-bearing

13-3028214
(A) Beginning of year 45

Pa g e 4
(B) End of year

46

Savings and temporary cash investments

47a 47b 1,438.

349, 900.

46

482 , 520.

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

47c

1 , 438.

48a
48b

15 , 325.
11 , 349. 48c 49 50a 50b 15,325.

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 52 53 54a b 55a Inventories for sale or use Prepaid expenses and deferred charges Investments - publicly-traded securities Stmt Investments - other securities (attach sch) Investments - land, buildings, & equipment basis

51 a 51 b 121, 900. 6 55a 5516 1 57a 57b B Cost Cost a FMV X FMV

51 c 52 53 54a

33, 736.
3, 167, 199.

2, 553, 970.

54b

b Less. accumulated depreciation (attach schedule) 56 Investments - other (attach schedule) 57a Land, buildings, and equipment. basis b Less. accumulated depreciation (attach schedule) 58 Other assets, including program-related investments

55c 56

57c

(describe ^
59 60 61 62 63

See Statement 7

______)

548, 060. 58
3, 585, 179. 13, 771. 6, 525. 59 60 61 62 63 64a 64b

549, 813.
4,250,031.

L B ^ i T i

Total assets (must equal line 74) Add lines 45 through 58 Accounts payable and accrued expenses Grants payable Deferred revenue

10, 476.

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 through 65 and complete lines 67

Other liabilities (describe ^

See Statement 8

7,845. 65
28, 141. 66

22,160,
32, 636.

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

A
s

67
68

Unrestricted
Temporarily restricted

3 , 330 , 922. 67
226 116. 68
69

3,877,748*
339,647.

T 69 Permanently restricted s and complete lines a Organizations that do not follow SFAS 117, check here ^ F 70 through 74. H 70 Capital stock, trust principal, or current funds D 71 Paid-in or capital surplus, or land, building, and equipment fund B A 72 Retained earnings, endowment, accumulated income, or other funds N s BAA 73 74 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 , 557 , 038. 3, 585, 179.

70 71 72 73 74 4 , 217 , 395. 4,250,031. Form 990 (2007)

TEEA0104L

08/02/07

13-3028214 Pa g e 5 Threshold Foundation Form 990 (200 Financial Statements with Revenue per Return (See the Part tV- A I Reconciliation of Revenue per Audited rnsxructions.)
a b Total revenue, gains, and other support per audited financial statements Amounts included on line a but not on Part I, line 12. 1 Net 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 a1 Investment expenses not included on Part I, line 6b -------------------------------------------------------------------Add lines d1 and d2 Total revenue (Part I, line 12) Add lines c and d a b1 b2 b3 b4 b c dl d2 d e 2,037. 2, 846, 113. 22,037. -39 , 973. 2 , 824,076. 2 , 784,103.

-39 , 973.

c d

2Other(specify)

Part IV-B Reconciliation of Exp enses per Audited Financial Statements with Expenses p er 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 2Prior year adjustments reported on Part I, line 20 3Losses reported on Part I, line 20 40ther (specify). --------------------------------------Add lines b1 through b4 Subtract line b from line a Amounts included on Part I, line 17, but not on line a: 1 Investment expenses not included on Part I, line 6b 20ther (specify). -------------------------------------------------------------------Add lines dl and d2 Total expenses (Part I, line 17) Add lines c and d a b1 b2 b3 b4 b c d1 d2 d e 22,037. 2, 145, 783. 22, 037. 2, 123, 746. 2, 123, 746.

c d

Part VA

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

----------------------------------------See Statement 9

0.

0.

0.

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------BAA TEEA0i05L 08/02/07 Form 990 (2007)

Form 990 (2007

Threshold Foundation

13-3028214 Yes

Part i-A Current Officers, Directors , Trustees , and Key Em p lo yees (continued)
^ 12 75a Enter the total number of officers , directors, and trustees permitted to vote on organization business at board meetings - b-Are-tany -officers -directors -trustees,-or-key-employees-hsted-in-Form-990,-PartVAi-or-highest-compensated -emplo yeeslisted in Schedule A , Part 1, or highest compensated professional 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) See Statement 10 c Do any officers , directors, trustees, or key employees listed in form 990 , Part V -A, or hi g hest compensated employees listed in Schedule A, Part I, or highest compensated professional 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 '

Pa g e 6 No

5b

5c

If 'Yes,' attach a statement that includes the information described in the instructions. 75d X d Does the organization have a written conflict of interes t policy ? Part V-f3 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.) (E) Expense (C) Compensation (D) Contributions to employee benefit account and other (if not paid, (B) Loans and and address (A) Name plans and deferred allowances Advances enter -0-) compensation plans

None

Part,V11 Other Information (See the instructions. ) V

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? 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? If 'Yes,' attach a statement 76 77 78a 78b 79

Yes

No
X X X

NA
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? 80a X b If 'Yes,' enter the name of the organization ^ N/A ---------------------------------_ and check whether it is 11 exempt or fl nonexempt. ---------------------------81 a Enter direct and indirect political expenditures. (See line 81 instructions) 81 a 0. b Did the or g anization file Form 1120 -POL for this ear' 1b X BAA Form 990 (2007)

TEEA0106L 12/27/07

Form 990 (2007

Threshold Foundation

13-3028214

Pag e 7

Part VI Other Information (continued)

- -

- -

- Yes -No
82a X

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 revenue in Part I or as an expense in Part II (See instructions in Part III.) 82b Not Valued

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?

..

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

X X X N A

b If 'Yes,' did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible' 85a 501 (c)(4), (5), or (6). 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.

N A N A

c Dues, assessments , and similar amounts from members

d Section 162(e) lobbying and political expenditures

85c
85d

N/A
N/A

e Aggregate nondeductible amount of section 6033 (e)(1)(A) dues notices

f Taxable amount of lobbying and political expenditures ( line 85d less 85e)

85e
85f

N/A
N/A

g Does the organization elect to pay the section 6033(e) tax on the amount on line 85f? h It 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 line 12 86a
b Gross receipts, included on line 12, for public use of club facilities 86b

85 85h N/A
N/A

N A

N A

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 .)

87a 87b

N/A N/A

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 .7701-3?
If 'Yes,' complete Part IX b At any time during the year , did the org anization , directly or indirectly , own a controlled entity within the meaning of 88a X

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.

^ 88b

section 4911 ^ 0 . , section 4912 ^ 0 . ; section 4955 ^ 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

explaining each transaction

c Enter . Amount of tax im p osed on the or g anization managers or disqualified persons during the year under sections 4912 , 4955 , and 4958 d Enter Amount of tax on line 89c , above , reimbursed by the organization . . . ^ ^ 0. 0.

89b

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 contract? 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 the year ? . ..
90a List the states with which a copy of this return is filed ^ NY CA

89e 89f

X X

89

b Number of employees employed in the pay period that includes March 12, 2007 (See instructions) 91a The books are in care of ^ Maria Bernasconi Telephone number ^

190bl 415-561-6400 Yes 91 b

Located at ^ Presidio Bldg 1014,

San Francisco, _CA - - - ---------- - ZIP +4 ^ _9_41_2_9_-0903

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 financial account in a foreign country (such as a bank account, securities account, or other financial account) It '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 (2007)

TEEA0107L

09/10/07

Form 990 (200 Threshold Foundation 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 forei gn country 92 Section 4947(a)(1) nonexempt charitable trusts filing Form 990 in lieu of Form 1041- Check here

13-3028214 Yes
91 c N/A

Pa e8 No
X

and enter the amount of tax-exem pt interest received or accrued durin g the tax year Part VII Anal y sis of IncomeProducin Activities (See the instructions
Unrelated business income Note : Enter gross amounts unless otherwise indicated. 93 b c d e f Medicare/Medicaid payments g Fees & contracts from government agencies 94 Membership dues and assessments Program service revenue ( A) Business code (B) Amount (C) Exclusion code (D) Amount

'

92

N/A

Excluded b y section 512, 513, or 514 Related ( or exempt function income

a Conferences

131 565.

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 99 Other investment income 96 97 100 101
102

14
14

34,678.
103,880.

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

18

82, 765.

103

Other revenue. a

b Interest from PRI

c
d e 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 equ al the amount on line 12. Part 1.

17,163.

221, 323.

148,728.
370,051a

Part

11 Relationshi p of Activities to the Accom p lishment of Exem pt Pur p oses (See the instructions. )
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).

Line No .

Educational conferences held to p romote peace, understandin g and environmental awareness. Below market interest from loans to communit y based or ganizations enga ged in the 103b creation of a sustainable environment. Part IX Information Re g ardin g Taxable Subsidiar ies and Disreg arded Entiti es (See the instructions. ) 93a
(A) Name, address, and EIN of corporation, partnership, or disregarded entity (B) Percentage of ownership interest (C) Nature of activities (D) Total income (E) End-of-year assets

N/A

% 0 0 0 0 I ransters Associated with Personal tienetit Contracts see the Instructions.

Yes H Yes X No X No

Part X

Information Re ardin

a Did the organization , during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? b Did the organization, during the year, pay premiums , directly or indirectly, on a personal benefit contract' Note : If 'Yes' to (b), file Form 8870 and Form 4720 (see instructions).
BAA TEEA0108L I2/27(07

Form 990 (2007)

13-3028214 Form 990 (2007) Threshold Foundation Part 7I Information Regarding Transfers To and From Controlled Entities . Complete only if the
nrnarir7Afinn is n rnntrnllinn nrn, nizatinn as defined in section 512(b)(13).
Yes 106

Pag e 9

No

Did the reporting organization make any transfers to a controlled entity as defined in section 512(b)(13) of the Code? If x 'Yes,' com p lete the schedule below for each controlled enti ty (C) (B) (A) (D) Description of Employer Identification Name, address , of each Amount of transfer transfer Number controlled entity -------------------------

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

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

------------------------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 enti ty (A) Name , address , of each controlled entity ------------------------(B) Employer Identification Number (C) Description of transfer

(D) Amount of transfer

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

108

Did the organization have a binding written contract in effect on August 17, 2006, covering the interest, rents, royalties, and annuities described in question 107 above?
I ec are That l,have Under enalbes f pert true, cgrrect n^comp `' ec^ tion of rep
th is return , lnclu than o ficer) is g accompany ing gchedules end t of my knowledge and belief, it is and to eo on alliinfOrmation of whit epaement s'any knowled ge

Please

^
S

Sign Here Paid Preparer' s Use

m of 1 e^ P
u re ficerl

^^(((p/
4.

//

Date

V IV oo
'

Type or print name and title Preparer's

signature

Firm's name (or

yours if sell em if se and

Only
BAA

ZP+4

^ Carol ffield Fontanello, Duffield & C ^ 44 Montgomery Street, Su San Francisco, CA 94104

Organization Exempt Under

SCHEDULE A
(Form 990 or 990-EZ)

OMB No 1545 0047

Section 501(4)(3)
(Except Private Foundation) and Section 501(e), 501(f), 501 (k), 501(n), or 4947(aX1) Nonexempt Charitable Trust
S u pplementary - Information - ( See-separate-instructions .)

2007
-

Department of the Treasury

Internal Revenue Service

MUST be completed by the above organizations and attached to their Form 990 or 990-EZ.
Employer identification number

Name of the organization

13-3028214 Threshold Foundation Compensation of the Five Highest Paid Employees Other Than Officers, Directors , and Trustees I Part (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 $50,000 0

IPart It - A I Compensation of the Five Hiahest Paid Indeaendent Contractors for Professional Services (See instructions. List each one (whether individuals or f irms). 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

Mgm t. & Oper. Svc.

300,000.

1^

[ Part II - B I 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 (c) Compensation

None

Total number of other contractors receiving over $50,000 for other services

0
Schedule A (Form 990 or 990-EZ) 2007

BAA For Paperwork Reduction Act Notice , see the Instructions for Form 990 and Form 990-EZ. TEEA0401 L 12/27/07

Schedule A (Form 990 or 990-EZ) 2007 Part [[I 1

-

Threshold Foundation

13-3028214 Yes

Pa g 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 ona1egisTative matteror refe-rendum-7-1f'Yes,' enter thetotal expenses paid . $ 225,000. 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 1 X

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? 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 services? 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? 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 12m107
111-

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

X X X X X X X

4b 4c

N IA N JA N/A N/A

0 0.

Schedule A (Form 990 or Form 990-EZ) 2007

Schedule A (Form 990 or 990-EZ) 2007 Pact [V

_

Threshold Foundation

13-3028214

Page 3

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

I certify that 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). Enter the hospital ' s name, city, F IA medical research organization operated in conjunction with a hospital Section 170(b)(1)(A)( iii). 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 XM An organization that normally receives a substantial part of its support from a governmental unit or from the general public Section 170(b)(1)(A)(vi). (Also complete the Support Schedule in Part IV-A.)

11 b [ 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 33-113% 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 III-Other [Type III -Functionally Integrated [Type II 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? No Yes (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.

0.

Schedule A (Form 990 or 990-EZ) 2007

TEEA0407L

12/27/07

13-3028214 Threshold Foundation Schedule A (Form 990 or 990-EZ) 2007 10, 11, or 12) Use cash method of accounting. [Part IV-A Support Schedule (Complete only if you checked a box on line 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) 2006 (b) 2005 (c) 2004 -(d) 2003 (e) Total

Pa g e 4

received (Do not include unusual rants See line 28.

Membershi p fees received

1, 375 119.

1,00-4 , 81-5.

1 , 247 , 581.

11281 , 680.

4, 909 195.
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, amts rec'd from payments on securities loans (sec. 512( a)(5)), rents, royalties, income from similar sources, and unrelated business taxable income (less sec 511 taxes ) from businesses acquired b theorganzationafter June30, 1975

144, 100.

94 , 412.

220 190.

58 , 684.

517, 386.

114 299.

83 , 191.

57 , 966.

70 , 320.

325 776.
0.

Net income from unrelated business activities not included in line 18 20 Tax revenues levied for the organization's benefit and either paid to it or expended on its behalf 21 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 22 Other income Attach a schedule Do not include gain or (loss) from sale of capital assets 19

0.

0.

0 .

23 Total of lines 15 through 22

24 26 Line 23 minus line 17

25 Enter 1% of line 23

1, 633, 518. 1, 489, 418. 16,335.

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

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

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

26a

5,752,357. 5, 234, 971.

104, 699. 231 , 164. 5 , 234 , 971.

a Enter 2% of amount in column (e), line 24 Organizations described on lines 10 or 11: b Prepare a list for your records to show the name of and amount contributed by each person (other than a governmental unit or publicly supported organization ) whose total gifts for 2003 through 2006 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 18 325, 776. d Add Amounts from column (e) for lines.

26b 26c

22

26b

231, 164.

26d

556, 940.

26e 4,678,031. e Public support (line 26c minus line 26d total) 261 89.36 % f Public support percentage (line 26e (numerator) 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. (2006) ------------ (2005)------------(2004)------------(2003)------------bFor any amount included in line 17 that was received from each person (other than 'disqualified persons'), prepare a list 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. (2006) ------------ (2005)-----------(2004)------------(2003)---------16 c Add. Amounts from column (e) for lines 15 d e f g h 20 21 17 Add Line 27a total and line 27b total Public support (line 27c total minus line 27d total) Total support for section 509(a)(2) test. Enter amount from line 23, column (e) 27f Public support percentage (line 27e (numerator) divided by line 27f (denominator)) Investment income p ercenta g e (line 18, column (e) (numerator) divided by line 27f denominator)) 27c 27d ' 27e 27 ' 27h %

% Unusual Grants : For an organization described in line 10, 11, or 12 that received any unusual grants during 2003 through 2006, 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 BAA TEEA0403L 12/27107 Schedule A (Form 990 or 990-EZ) 2007 28

Schedule A (Form 990 or 990-EZ) 2007 Threshold Foundation Private School Questionnaire (See Instructions.) Part V

13-3028214

Pa g e 5

(To.be completed ONLY by sch ools 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 nondiscriminato ry 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 Pies 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 32c

33

Does the organization discriminate by race in any way with respect to. a Students' rights or privileges? b Admissions policies7 c Employment of faculty or administrative staff7 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.) ---------------------------------------------------------------------------------------------------------------------------------------------------------------------33a 33b 33 c 33d 33e 33f 33g 33h

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 com p 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.
TEEAO404L 12/27/07

34a 34

35 I

BAA

or 990 -EZ) 2007

Threshold Foundation Schedule A (Form 990 or 990-EZ) 2007 Part Vt-A Lobbying Expenditures by Electing Public Charities (see instructions.)
(To be completed ONLY by an eligible organization that filed Form 5768) Check ^ h F-1 if the oroanization belonas to an affiliated arouo. Check ^ b

13-3028214

Pa g e 6

if vou_checked_'a' and 'limited control-provisions apply.Affiliated group totals 36 37 38 39 40 0. 0. To be completed for all electing or g anizations 225 , 000. 225,000. 1 , 920 783. 2 , 145, 783.

Limits on Lobbying Expenditures

(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.

41

257,289.

42 43 44

42 43 44

0.
0. 0 .

64,322.
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 (or fiscal year beginning in) ^ 45 46 47 48 49 50 Lobbying nontaxable (a) 2007 (b) 2006 (c) 2005 (d) 2004 (e) Total

amount
Lobbying ceilm amount ( 150Aof Iine45(e)) Total lobbying

257,289.

231,427.

198,945.

216,156.

903,817. 1, 355, 726.

expenditures
Grassroots non-

225, 000. 64,322.

43,750. 57,857.

18,500. 49,736.

192, 560. 54,039.

479, 810. 225,954. 338, 931.

taxable amount
Grassroots ceiling amount ( 150% of line48(e)) Grassroots lobbying

expenditures Part VI-B 1 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 b c d e f g h i BAA

51, 560.
N/A Yes No

51,560.

Amount

Volunteers Paid staff or management (Include compensation in expenses reported on lines c through h.) Media advertisements Mailings to members, legislators, or the public Publications, or published or broadcast statements Grants to other organizations for lobbying purposes Direct contact with legislators, their staffs, government officials, or a legislative body Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means Total lobbying expenditures (add lines c through h.) If 'Yes' to any of the above, also attach a statement giving a detailed description of the lobbying activities Schedule A (Form 990 or 990-EZ) 2007
TEEAD405L 12/27/07

13-3028214 Threshold Foundation Schedule A (Form 990 or 990-EZ) 2007 Part VII Information Regarding Transfers To and Transactions and Relationships With Noncharitable

Pa g e 7

Exempt Organizations (See instructions)

51 -Did ttie reporting organization directly-or--indirectly engage -many 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 1 51 a (i) I X I (i)Cash X (ii)Other assets b Other transactions b (i) X (i)Sales or exchanges of assets with a nonchantable exempt organization b (ii) X (ii)Purchases of assets from a noncharitable exempt organization b (iii) X (iii)Rental of facilities, equipment , or other assets b (iv) X (iv) Reimbursement arrangements b (v) X (v)Loans or loan guarantees b (vi) X solicitations (vi)Performance of services or membership or fundraising c X assets, or paid employees c Sharing of facilities, equipment , mailing lists, other d If the answer to any of the above is 'Yes,' com p 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 org anization. If the org 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) (b) (a) Description of transfers, transactions, and sharing arrangements Amount involved Name of noncharitable exempt organization Line no.

a(i) a(i) a(i) a(i) a(i)

100,000. CODEPINK Action Fund 25,000. Velvet Revolution 30,000. Arizona Advocac y Network 30,000. Lea a of Indy . Voters 40,000. Center for Civic Action

Don't Buy Bush's War and Occupation Project Election Protection Strike Force 2008 Grant: Ballot Access Project Grant: Electoral Reform Advocacy Project. Statewide Clean Election Campai gn

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?

Yes

No

BAA
TEEA0406L 12/27/07

Schedule A (Form 990 or 990-EZ) 2007

2007

Federal Statements
Threshold Foundation ---

Page 1
13-30-28214

Statement 1 Form 990, Part I, Line 8 Net Gain (Loss) from Noninventory Sales Publicly Traded Securities Gross Sales Price: Cost or Other Basis: 938,882. 856,117. Tot al Gain (Loss) Publicly Traded Securities $ Total Net Gain (Loss) From Noninventory Sales 82,765. 82,765.

Statement 2 Form 990, Part I , Line 20 Other Changes in Net Assets or Fund Balances FMV Adj of Investments $ Total $ -39,973. -39,973.

Statement 3 Form 990, Part II , Line 22b

Other Grants and Allocations Cash Grants and Allocations Donee's Name:
Relationship of Donee:

See Attached Statement 11

N/A

Amount Given:

1,671,028.

Total Grants and Allocations

1,671,028.

Statement 4 Form 990, Part II, Line 43 Other Expenses (A) Total Banking Fees Board Expenses Consulting & Contract Service Credit Card Fees Data Storage
Delivery

(B) Program Services

(C) Management & General 413. 5,312. 3,375. 17,488. 398.

(D) Fundraising

413. 5,312. 3,375. 17,488. 398.

4,910. 2,467.

2,443.

Honoraria Insurance
Investment Fees

12,500. 1,554.
22,037.

12,500. 1,554.
22,037.

Licenses & Fees Management Fees Miscellaneous

Outreach & Meetings

1,618. 300,000. 149.

7,746.

153,000. 4.

1,618. 147,000. 145.

7,746.

2007

Federal Statements
Threshold -Foundation -

Page 2
-13-3028214

Statement 4 (continued) Form 990 , Part II, Line 43 Other Expenses (A) Total Telecommunications Total 7 , 355. 384,855. (B) Program Services 6 807. 174,778. (C) Management & General 384. 209,913. (D) Fundraising 164. 164.

Statement 5 Form 990 , Part III Organization ' s Primary Exempt Purpose Grant-making toward a more just and sustainable environment.

Statement 6 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 1,980,619. 1,186,580. 3,167,199.

Statement 7 Form 990, Part IV , Line 58 Other Assets Interest Receivable. Program Related Investments To ta l $ 14,813. 535 000. 549 , 813 .

Statement 8 Form 990, Part IV, Line 65 Other Liabilities Refundable Deposits $ Total $ 22,160. 22,160.

2007

Federal Statements

Page 3

---Threshold-Foundation--- 13-3028214

Statement 9 Form 990, Part V-A

List of Officers, Directors, Trustees, and Key Employees Title and Average Hours
Name and Address Per Week Devoted

Compensation

Contribution to
EBP & DC

Expense Account/
Other

Suzanne Gollin PO Box 29903 San Francisco, CA 94129-0903 Michele Grennon PO Box 29903 San Francisco, CA 94129-0903 David Hills PO Box 29903 San Francisco, CA 94129-0903 Sam Utne PO Box 29903 San Francisco, CA 94129-0903 Sonia Bowart PO Box 29903 San Francisco, CA 94129 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 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 Mary Rower PO Box 29903 San Francisco, CA 94129-0903

President $ 2.00 Director 2.00 Director 2.00 Director 2.00 Treasurer 2.00 Director 2.00 V.P. and Secy. 2.00 Director 2.00 Director 2.00 Director 2.00 Director 2.00 Director 2.00 Total $

0. $

0. $

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0.

0. $

0. $

0.

2007

Federal Statements
Threshold Foundation - -

Page 4
1-3-3028214 -

Statement 10 Form 990 , Part V- A, Line 75b Compensation Paid to Related Individuals Name and Relationship Suzanne Gollin Suzanne Gollin is married to James Gollin. James Gollin James Gollin is married to Suzanne Gollin.

Form 8868 (Rev 4-200 7) If-you are fillno for an Additional (not automatic) 3-Month Extension , complete only Part lI and check this box Note . Only complete Part I I If you have already been-granted- an automatic 3-month extension-on a previously filed Form 8868 If y ou are filing for an Automatic 3-Month Extension, com p lete only Part I (on p a g e 1).

Pa e 2

:Part (
Type or

Additional ( not automatic) 3-Month Extension of Time. You must file original and one copy.
Name of Exempt Organization I I , I Employer identification number

print
File by the extended

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

13-3028214
For IRS use only

Check tvne of return to be filed (File a separate aoollcation for each return)

X Form 990 Form 990-BL Form 990-EZ

Form 990-PF Form 990-T (section 401(a) or 408 (a) trust) Form 990-T (trust other than above)

Form 1041-A Form 4720 Form 5227

Form 6069 IL- Form 8870 JI

STOP! Do not complete Part II if you were not already granted an automatic 3-month extension on a previously tiled t-orm tstsbts. The books are in care of " Liza Siegler

Telephone No."415-561-_64 0 0FAX No. I-________________

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 If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) . If it is for part of the group, check this box 0" 11 and attach a list with the names and EINs of all whole group, check this box . members the extension is for. 11/15_ _ _ _ _ , 20 08. 4 I request an additional 3-month extension of time until 20 20 and ending calendar year 2007 , or other tax year beginning 5 For fl Final return Change in accounting period Initial return year is for less than 12 months, check reason. 6 If this tax TI The Organization recLuires_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 nonrefundable credits See instructions 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 fine 8a Include your payment with this form, or, if required, deposit

8a $

Bb $

with FTD cou pon or, if re q uired, by using EFTPS (Electronic Federal Tax Payment System) . See instrs Signature and Verification

Bc $

Under penalties of perjury, I declare that I have examined this form, including accompanying seheduies and statements, and to the best of my knowledge and bel i ef, it is true, repave this for correct, and complete, and that I am authorized t Signature 4 Date

No I 8

o Applicant. (To be Completed by the IRS)

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 Other
By Date

D 8

Director

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 (include suite , room, or apartment number) or a P . O box number

print

44 Mont g omer y Street ,

Suite 2019

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

San Francisco, CA 94104

BAA FIFZO502L 05/01/07 Form 8868 (Rev 4-2007)

Form 8868
(Rev April 2007) Departrnent of the Treasury

Apj...;ation for Extension of Time To 1 Exempt Organization Return

^ F ile a separate application for each return

. an OMB No 1545-1709
^ 1XI

Internal Revenue seance

If you are filing for an Automatic 3-Month Extension , complete only Part I and check this box If you are filing for an Additional (not automatic) 3-Month Extension , complete only Part It (on page 2 of this form). Do not complete Part it un/ess you have already been granted an automatic 3-month extension on a previously filed Form 8868.

Wad I

- Automatic 3-Month Extension of Time . Only submit original (no copies needed).

Section 501(c) corporations required to file Form 990-T and requesting an automatic 6-month extension - check this box and complete Part ^ u . . . ... .. . . . l 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-f//e). 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) 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 irs gov/efile and click on e-file for Charities & Nonprofits
I Name of Exempt organizati on I Employer identification number

Type or pant
File by the due date for filing your return See instructions

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

113-3028214

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

ISan Francisco, CA 94129-0903

Check tune of return to be filed (file a separate application for each return): X Form 990 Form 990-T (corporation) Form 990-BL Form 990-T (section 401(a) or 408(a) trust) Form 990-EZ Form 990-T (trust other than above) Form 990-PF Form 1041-A The books are in the care of ^ Liza Sie lei Form 4720 Form 5227 Form 6069 Form 8870

Telephone No. 0415-561-6400______

FAX No.

. ... ^ 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 . - u . 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) corporation required to file Form 990-T) extension of time until , 20 08 _ , to file the exempt organization return for the organization named above. 8/15_ The extension is for the organization's return for^ 2 XX calendar year 20 07 or tax year beginning - - - - - - - _, 20 , and ending n Initial return 20 [] Final return 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 any prior year ove rp aym ent 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$

0. 0.

3'cl $

0.

Caution . If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EO and Form 8879-EO for payment instructions. BAA For Privacy Act and Paperwork Reduction Act Notice , see instructions . Form 8868 (Rev 4-2007

FIFZ0501L 05/01/07

Threshold Foundation
Grants for the period ending December 31, 2007
Organization Name Amount Date Organization Address
190 N 10th Street

Organization Purpose

1+1+1=ONE

8,600.00

8/30/2007

Suite 303 Brooklyn, NY 11211 1541 Wilshire Blvd. Suite 508

We Got Issues! Art and Civic Participation Project.

Advancement Project

12,550 00

8/30/2007

Los Angeles, CA 90017

General Support

Alliance for Sustainable Colorado

10,000 00

2/13/2007

1536 Wynkoop Street, B500 Denver, CO 80202 1536 Wynkoop Street, B500 Denver, CO 80202
310 Bowery

General support

Alliance for Sustainable Colorado

25,000 00

8/6/2007

General support

Bowery Arts & Science /Urban Word NYC

22,800.00

8/13/2007

New York, NY 10012

165 Eleventh Street San Francisco , CA 94705

General support for Urban Word NYC

Business Alliance for Local Living Economies

20,000 . 00

8/6 /2007

General support

California Academy of Sciences California Center for Community Democracy/ Democracy Unlimited of Humboldt

35,000 . 00

8/31 /2007

875 Howard Street San Francisco , CA 94103

general support

County

30,000 00

10/31/2007

1402 M Street Eureka, CA 95501 11844 W. Pico Boulevard Suite 200 Los Angeles, CA 90064 7 Academy Street Norwalk, CT 06850

Community Rights Project

California Clean Money Campaign

30,000.00

9/26/2007

General Support.
George Washington Carver Community Center's Youth Development Program

Carver Foundation of Norwalk Inc.

7,720.00

8/30/2007

Classical Music Consortium of Austin Inc / Bill Oliver Productions

6,550.00

5/3/2007

PO Box 10042 Austin, TX 78766

Bill Oliver Productions' Mother Earth Festival at the Springs: Interactive Arts and Nature

Climate Trust

2,180.00

12/26/2007

65 SW Yamhill Street, Suite 400 Portland, OR 97204

general support
Statement 11 Form 990, Part II, Line 22b

Statement of Functional, Expenses Other Grants and Allocations

Threshold Foundation
Grants for the period ending December 31, 2007
Organization Name
Columbus Institute for Contemporary Journalism

Amount

Date

Organization Address
1240 Bryden Road Columbus, OH 43205

Organization Purpose

12,000.00

12/12/2007

2008 Election Protection

3ra Cerrada de Macedonio Alcala

202-19

Comunicacion Indigena S. C.

33,050.00

5/15/2007

Colonia Diaz Ordaz Oaxaca CP 68040 MEXICO 121 Clement Street San Francisco, CA 94118 300 Broadway Suite 28 San Francisco, CA 94133-3312
2530 San Pablo Avenue

Media projects with the indigenous people of Oaxaca, Mexico

Deep Streams Institute

13,400.00

8/13/2007

Coming Home Project

Earth Island Institute /Energy Action Coalition

25,000.00

12/12/2007

Power Shift 2007

Ecology Center /Non-GMO Project

8,000.00

4/30/2007

Berkeley, CA 94702 US Office

Non-GMO Project's Outreach and Education

Environmental Law Alliance Worldwide

25,000.00

8/6/2007

1877 Garden Avenue Eugene, OR 97403

General Support

Environmentalism Through Inspiration an Non Violent Action/Code Pink

53,900 00

4/30/2007

20178 Rockport Way Malibu, CA 90265 81 Willoughby Street Suite 602 Brooklyn, NY 11201 PO Box 2021 Seattle, WA 98122 PO Box 735 Tahoe City, CA 96145
3560 Highway 74

Code Pink's Occupation Project

Families United for Racial and Economic Equality

30,000.00

8/6/2007

Electoral Engagement for Power

Freedom Project

23,500.00

8/23/2007

General support

Friends of Calakmul

25,000.00

8/13/2007

General support

Friendship Bridge

34,000.00

8/10/2007

Suite B-2 Evergreen, CO 80439

Credit and Education program in Guatemala

Statement 11 Form 990, Part II, Line 22b

Statement of Functional Expenses Other Grants and Allocations

Threshold Foundation Grants for the period ending December 31, 2007
Organization Name Amount Date Organization Address 145 Palisades Street Suite 401 Dobbs Ferry, NY 10522 Organization Purpose

Fund for Reconciliation & Development Global Cooling

25,750.00 25,000.00

12/26/2007

Performance and advocacy tour of Vietnam by Peter Yarrow.

Global Response

30,000.00

8/6/2007

PO Box 7490 Boulder, CO 80306-7490

140 SW Yamhill Street

General support

Green Empowerment

20,000.00

8/6/2007

Portland, OR 97204 c/o Sloane & Hinshaw, Inc. 67A East 77th Street New York, NY 10021-1813 805 Fourth Street
Suite 3

General support

Hygeia Foundation

13,600.00

5/15/2007

One Water Project in Bolivia

Insight Prison Project International Humanities Center /Soldier's Heart

28,500.00

8/23/2007

San Rafael, CA 94901

PO Box 923 Malibu, CA 90265

General support

18,350.00

4/30/2007

general Support for Soldier's Heart

International Humanities Center Noter Action

55,000.00

8/13/2007

PO Box 923 Malibu, CA 90265 3180 18th Street Suite 201 San Francisco, CA 94110 1536 Wynkoop Street 4B Denver, CO 80202 3338 17th Street Suite 202 San Francisco, CA 94110 1474 University Avenue Suite 105

General support for Voter Action

Kiva.org

25,000 00

8/23/2007

Web and Cell based Microfinance

Latina Initiative

30,000.00

8/6/2007

General Support

Manalive Violence Prevention Programs

20,500 00

8/23/2007

General support

MAPLight.org

30,000.00

8/13/2007

Berkeley, CA 94702

Outreach
Statement 11 Form 990 , Part II, Line 22b Statement of Functional, Expenses Other Grants and Allocations

Threshold Foundation Grants for the period ending December 31, 2007
Organization Name Amount Date Organization Address 33 North Central Avenue Suite 306 Medford, OR 97501
2525 Arapahoe Ave. Suite E4 #509 Boulder, CO 80302 PO Box 471000 San Francisco, CA 94118

Organization Purpose

Mediation Works

13,000.00

8/30/2007

Empowering Incarcerated Youth

Mediators Foundation /Reuniting America

16,100.00

4/30/2007

general support for Reuniting America NamasteDirect's Las Mujeres Rurales 100+ Group

Namaste Foundation /NamasteDirect

34,000.00

8/10/2007

National Council of Churches

25,000.00

9/10/2007

475 Riverside Drive Suite 880 New York, NY 10115-0050 425 Oak Grove Street Minneapolis, MN 55403 723 Allendale Street Santa Fe, NM 87505
1869 South Stream Road

Faithful Stewardship Project to Mobilize America's Faith Community on the Global Extinction Crisis Emergency Rapid Response Team to Guatemala

Nonviolent Peaceforce

26,300.00

8/13/2007

Permacultura America Latina

25,000 00

8/10/2007

Permabanco project build a greenhouse in the Wardak region of Afghanistan '

Peter M. Goodrich Memorial Foundation

10,000.00

8/13/2007

Bennington, VT 05201 Marin Office

550 Nicasio Valley Road

Planetwork

16,500.00

4/30/2007

Nicasio, CA 94946
Jr. Lobo Cano 471

Conserving Life: Averting Mass Extinction of Species

Red de Permacultura en el Peru

14,500.00

11/19/2007

Yarinacocha, Pucallpa PERU PO Box 212 Tzaneen, 0850, Limpopo Province SOUTH AFRICA 5200 San Pablo Avenue Emeryville, CA 94608

Rainforest Protection-Achual Sustainable Harvests Project

Small Enterprise Foundation

30,000.00

8/23/2007

Microloans program

Species Alliance

37,500.00

12/18/2007

general support

Statement 11 Form 990, Part I , Line 22b Statement of Functional Expenses Other Grants and Allocations

Threshold Foundation Grants for the period ending December 31, 2007
Organization Name Amount Date Organization Address 3325 Wilshire Boulevard Suite 340 Los Angeles , CA 90010 119 N Commercial Street #350 Bellingham, WA 98225 1801 Westlake Drive #209 Austin , TX 78746 666 West End Avenue New York , NY 10025 The Presidio PO Box 29336 The Regeneration Project
25,000.00 8/23/2007 San Francisco, CA 94129 200 N. Glebe Road

Organization Purpose

Stop Prisoner Rape

25 , 500.00

8/23/2007

Survivor Connections project

Sustainable Connections Sustainable Energy and Economic Development Coaltion ( SEED Coalition)

20,000.00

8/6/2007

General support

2,008 . 00

4/30/2007

TXU Action Camp

The New World Foundation

16,250 . 00

9/26/2007

Arts for Justice Program

Interfaith Power and Light Campaign

The Treatment Advocacy Center

15,500.00

8/30/2007

Suite 730 Arlington, VA 22203 27080 W. Fremont Road Los Altos Hills, CA 94022 224 Nantmeal Road Glenmoore, PA 19343 21 Linwood Street Arlington, MA 02474 271 West 125th Street Suite 303 New York, NY 10027-4424 123 William Street

Manual for Implementing Assisted Outpatient Treatment

TransparentDemocracy.org

21,650 00

8/13/2007

develop its technology platform for use in the 2008 electoral cycle
PeaceKeeper Fund to support Ja and the Pattaya Home for Street Children Theatre for Dialogue and Reconciliation Project

Triskeles Foundation

10,300.00

4/30/2007

True Story Theater

11,700.00

8/13/2007

Twenty First Century Foundation

177,000.00

8/13/2007

General support

Urban Justice Center Waterbury Baptist Ministries /Sharon House Garden Project

19,500 00

8/23/2007

16th Floor New York, NY 10038

Rights for Imprisoned People with Psychiatric Disabilities general support for Sharon House Garden Project
Statement 11 Form 990, Part II, Line 22b

20 West Shores Drive

10,220.00 8/30/2007 Harwinton, CT 06791

Statement of Functional Expenses Other Grants and Allocations

Threshold Foundation Grants for the period ending December 31, 2007
Organization Name Amount Date Organization Address
P.O. Box 596 Stony Point, NY 10980

Organization Purpose
uranPEACE's PeaceWELL GREEN renovation project

Wind Beneath My Wings /urbanPEACE

12,300.00

8/23/2007

Youth for Environmental Sanity / Art in Action Youth Leadership Program

11,400.00

4/30/2007

420 Bronco Road Soquel, CA 95073-9510 P.O. Box 1216

Art in Action Youth Leadership Program's scholarships for low-income youth

Zing Foundation / The 50% League Total

4,850.00 $ 1,446 , 028.00

4/30/2007

Arlington, MA 02474

General Support for The 50% League

501 (c 14 Organizations:

Arizona Advocacy Network

30,000.00

8/30/2007

1616 East Indian School Road Suite 340 Phoenix, AZ 85016

Democracy and Elections Project 15K direct lobbying activity and $15K for grassroots Statewide Clean Election Campaign: $19K for direct lobbying activity and $21 K for
grassroots.

PO Box 27616
Center for Civic Action 40,000.00 12/18/2007 Albuquerque, NM 87125

CODEPINK Action Fund

100,000.00

12/26/2007

2010 Linden Avenue Venice, CA 90291

45 Main Street

Don't Buy Bush's War and Occupation Project

1 Pennsylvania chapter's Unlock he Vote

League of Independent Voters

30,000.00

9/26/2007

Suite 628 Brooklyn, NY 11201 PO Box 9576 Washington , DC 20016

Project: 15K direct lobbying activity and $15K for grassroots. Election Protection Strike Force 2008: 25K toward direct lobbying activity

Velvet Revolution

25,000.00

12/12/2007

Total 501 ( c) 4 Organizations Grants Total Gr`ants

225,000.00

$ 1,671,028.00

Statement 11

Form 990, Part II, Line 22b

6 Statement of Functional Expenses Other Grants and Allocations