TY 2012 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) 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 reporting requirements.

OMB No. 1545-0047

2012

Open to Public Inspection

A For the 2012 calendar year, or tax year beginning 07-01-2012 , 2012, and ending 06-30-2013

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
THE HARLEM CHILDREN'S ZONE

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
35 East 125th Street
Suite

Room/suite

City or town, state or country, and ZIP + 4
New York, NY10035

D Employer identification number

23-7112974

E Telephone number

G Gross receipts $ 101,954,822

F Name and address of principal officer:
GEOFFREY CANADA
35 EAST 125TH STREET
NEW YORK,NY10035

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

WWW.HCZ.ORG

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

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

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1970

M State of legal domicile: NY

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: HARLEM CHILDREN'S ZONE, INC. IS A PIONEERING, NON-PROFIT COMMUNITY- BASED ORGANIZATION THAT WORKS TO ENHANCE THE QUALITY OF LIFE FOR CHILDREN AND FAMILIES IN NYC'S MOST DEVASTATED NEIGHBORHOODS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	18
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	17
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	3,413
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	131,943,313	57,839,897
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	8,695,293	42,278,933
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	533,228	1,480,292
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	141,171,834	101,599,122
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	4,881,458	3,371,549
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	64,746,730	60,714,112
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 1,138,131
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	19,693,473	26,177,889
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	89,321,661	90,263,550
19	Revenue less expenses. Subtract line 18 from line 12.......	51,850,173	11,335,572
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	455,601,735	486,968,470
21	Total liabilities (Part X, line 26).............	86,997,548	109,834,317
22	Net assets or fund balances. Subtract line 21 from line 20.....	368,604,187	377,134,153

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

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

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2012)

Page 2

Part III

Statement of Program Service Accomplishments

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

Briefly describe the organization’s mission: HCZ'S MISSION IS TO BREAK THE CYCLE OF GENERATIONAL POVERTY THROUGH EDUCATION FOR THE CHILDREN AND FAMILIES IN HARLEM. WE WORK WITH CHILDREN FROM BIRTH THROUGH COLLEGE, USING AN INTERLOCKING NETWORK OF PROGRAMS, SO THAT OUR STUDENTS CAN SUCCESSFULLY GRADUATE FROM COLLEGE, ENTER THE HIGH-SKILLS JOB MARKET AND BECOME PRODUCTIVE, TAX-PAYING MEMBERS OF SOCIETY. OUR GOAL IS TO ENSURE THAT OUR KIDS GROW UP TO BECOME WELL-ROUNDED, SUCCESSFUL, HEALTHY, CIVIC-MINDED CITIZENS. HCZ'S UNIQUE APPROACH IS TO PROVIDE SUPPORTS FOR EACH STAGE OF A CHILD'S DEVELOPMENT AND ADDRESS ANY BARRIER TO HIS OR HER ACADEMIC SUCCESS. OUR EARLY-CHILDHOOD PROGRAMS HELP BUILD A STRONG FOUNDATION FOR LATER LEARNING. OUR ELEMENTARY-SCHOOL PROGRAMS SUPPORT STUDENTS IN THE LOCAL TRADITIONAL PUBLIC SCHOOLS BY PROVIDING ASSISTANT TEACHERS DURING THE DAY WHO ALSO RUN ENRICHING PROGRAMS AFTER SCHOOL. OUR TWO K-12 CHARTER SCHOOLS ARE STAFFED WITH DEDICATED, QUALITY TEACHERS AND SPECIALISTS TO ENSURE OUR STUDENTS STAY ON TRACK

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If “Yes,” describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 60,205,347 including grants of $ 2,734,295 ) (Revenue $ 0 )
	THE HARLEM CHILDREN'S ZONE PROJECT OFFERS A COMPREHENSIVE NETWORK OF EDUCATION, SOCIAL-SERVICE AND COMMUNITY-BUILDING PROGRAMS ACROSS A 97-BLOCK AREA OF CENTRAL HARLEM. THE CHILDREN'S ZONE PROJECT SUPPORTS CHILDREN FROM BIRTH THROUGH COLLEGE AS WELL AS WORKING WITH THE ADULTS AROUND THEM. THE ORGANIZATION SERVES MORE THAN 12,300 CHILDREN - MOST OF WHOM GO TO TRADITIONAL PUBLIC SCHOOLS - AND MORE THAN 12,400 ADULTS. THE ORGANIZATION HAS BEEN SUCCESSFUL IN TEACHING NEW PARENTS HOW TO ENGAGE WITH THEIR CHILDREN TO OPTIMIZE BRAIN DEVELOPMENT, WHICH SETS THE STAGE FOR LATER ACADEMIC SUCCESS. THE BABY COLLEGE PARENTING WORKSHOPS HAVE GRADUATED MORE THAN 4,000 PARENTS AND CAREGIVERS SINCE ITS INCEPTION A DOZEN YEARS AGO. IN THE HARLEM GEMS PRE-KINDERGARTEN PROGRAMS, THREE- AND FOUR-YEAR-OLDS ATTEND AN ALL-DAY, YEAR-ROUND PROGRAM THAT TEACHES IN ENGLISH, SPANISH AND FRENCH. IN 2013, 100% OF THE CHILDREN WHO COMPLETED THE HARLEM GEMS PRE-SCHOOL PROGRAM HAVE BEEN ASSESSED AS "SCHOOL READY," AS DETERMINED BY THE NATIONALLY RECOGNIZED BRACKEN SCALE ASSESSMENT. WE PROVIDE SUPPORTS FOR STUDENTS IN ALL THE TRADITIONAL PUBLIC ELEMENTARY SCHOOLS WITHIN THE CHILDREN'S ZONE BOTH DURING THE SCHOOL DAY AND AFTER SCHOOL. WE WORK WITH MIDDLE-SCHOOL AND HIGH-SCHOOL STUDENTS THROUGH SEVERAL AFTER-SCHOOL PROGRAMS, MAKING SURE THEY ARE READY FOR COLLEGE, OFFERING TUTORING, WRITING WORKSHOPS, SAT PREP AND TOURS OF COLLEGE CAMPUSES, IN ADDITION TO PROVIDING ACCESS TO OTHER FUN, ENRICHING DISCIPLINES. IN 2013, MORE THAN 95 PERCENT OF OUR HIGH-SCHOOL SENIORS WERE ACCEPTED TO COLLEGE, GARNERING MORE THAN $20 MILLION IN SCHOLARSHIPS. WE HAVE NEARLY 1,000 STUDENTS IN COLLEGE AND TO MAKE SURE THEY ARE SUCCESSFUL, WE OFFER A VARIETY OF SUPPORTS: TUTORING, SCHOLARSHIPS, FINANCIAL AID COUNSELING, TIME MANAGEMENT CLASSES AND HELP WITH GETTING WORKPLACE EXPERIENCES THROUGH PAID INTERNSHIPS IN COMPANIES, HEALTH-CARE INSTITUTIONS, GOVERNMENT AGENCIES AND NON-PROFITS AS WELL AS EMPLOYING THEM TO HELP WITH PROGRAMS AT HCZ.

4b	(Code: ) (Expenses $ 8,260,319 including grants of $ 557,106 ) (Revenue $ 0 )
	HCZ's two pioneering and award-winning Beacon Community Centers turn public school buildings into community centers for children and adults during evening, weekend and summer hours. For students, these centers provide critical academic assistance as well as a safe, enriching place to spend their out-of-school hours. The Centers provide tutoring, test preparation, arts and sports programs. For adults, the Centers offer GED classes as well as recreational and sports programs. Overall, the Centers are a sorely needed resource in neighborhoods that are bereft of places for children and adults to gather, have fun, learn new skills and improve their fitness.

4c	(Code: ) (Expenses $ 5,797,511 including grants of $ 72,789 ) (Revenue $ 0 )
	HCZ's Foster-care Preventive programs work to strengthen families in crisis so that the families can stay whole and not have children placed into foster care. There are five Preventive programs, which serve more than 600 families that have been referred to us by the city, as well as working with families that walk in to our storefront offices or who have children in our other programs. For more information about the various preventive programs run by the Harlem Children's Zone, please refer to the organization's website at: http://www.hcz.org/index.php/family-community-and-health/hcz-foster -care-prevention

	(Code: ) (Expenses $ 1,857,386 including grants of $ 7,359 ) (Revenue $ 0 )
	Head start program

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 1,857,386 including grants of $ 7,359 ) (Revenue $ 0 )
4e	Total program service expenses76,120,563

Form 990 (2012)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A Click to see attachment

........................

Yes

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment

...

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part III............................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I Click to see attachment

........................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,” complete Schedule D, Part IV Click to see attachment

..............

Yes

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

......

Yes

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

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI. Click to see attachment

...................

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII Click to see attachment

.......

11b

Yes

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII Click to see attachment

.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX Click to see attachment

............

11d

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X Click to see attachment

.........................

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI and XII Click to see attachment

.................

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....

14a

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

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV......... Click to see attachment

14b

Yes

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IV Click to see attachment

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV... Click to see attachment

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions).... Click to see attachment

Yes

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............ Click to see attachment

Yes

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III................... Click to see attachment

20a

Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....

20a

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

20b

Form 990 (2012)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Yes

Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25................

24a

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

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

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

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I........ Click to see attachment

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................... Click to see attachment

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II.......................... Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III......... Click to see attachment

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV .......................... Click to see attachment

28a

Yes

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV..................... Click to see attachment

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If “Yes,” complete Schedule L, Part IV... Click to see attachment

28c

Yes

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Yes

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

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

35a

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2...

35b

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2............. Click to see attachment

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2012)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

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

Yes

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

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

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

3,413

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

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

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

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

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

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

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

If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

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

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

Yes

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Yes

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

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

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

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

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

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

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

Section 501(c)(7) organizations. Enter:

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

10a

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

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

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

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

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

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2012)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

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

Section A. Governing Body and Management

Yes

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

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

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

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

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

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

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

Did the organization have members or stockholders? ................

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

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

The governing body? .........................

Yes

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

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

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

10a

If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

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

11a

Yes

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

12a

Did the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

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

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

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

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

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

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

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

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

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

ALPHA CONTEH CONTROLLER35 EAST 125TH STREETNEW YORKNY10035 (212) 360-3255

Form 990 (2012)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

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

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

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

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

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

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

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

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

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

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

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) Geoffrey Canada........................................................................ President/CEO	40.0 .......................	X	X	307,016	183,423
(2) Stanley F Druckenmiller........................................................................ Chairman	1.0 .......................	X	X	0	0
(3) Mitch Kurz........................................................................ Treasurer	1.0 .......................	X	X	0	0
(4) Matthew C Blank........................................................................ Secretary	1.0 .......................	X	X	0	0
(5) Wallis Anenberg........................................................................ board member	1.0 .......................	X		0	0
(6) Gary Cohn........................................................................ board member	1.0 .......................	X		0	0
(7) Zoe Cruz........................................................................ board member	1.0 .......................	X		0	0
(8) Joseph DiMenna........................................................................ board member	1.0 .......................	X		0	0
(9) mark Kingdon........................................................................ board member	1.0 .......................	X		0	0
(10) Kenneth G Langone........................................................................ board member	1.0 .......................	X		0	0
(11) Sue Lehmann........................................................................ board member	1.0 .......................	X		0	0
(12) Laura samberg........................................................................ board member	1.0 .......................	X		0	0
(13) Stephen Squeri........................................................................ board member	1.0 .......................	X		0	0
(14) Caroline Turner........................................................................ board member	1.0 .......................	X		0	0
(15) Richard Witten........................................................................ Board Member	1.0 .......................	X		0	0
(16) Brian Higgins........................................................................ Board Member	1.0 .......................	X		0	0
(17) Nikesh Arora........................................................................ Board Member	1.0 .......................	X		0	0

Form 990 (2012)

Page 8

Part VII

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

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) Jeffrey Talpins........................................................................ Board Member	1.0 .......................	X			0		0
(19) Mindy Miller........................................................................ SR. VP of development	40.0 .......................		X		290,545		99,390
(20) George Khaldun........................................................................ CAO	40.0 .......................		X		269,861		88,423
(21) Anne Williams-Isom........................................................................ COO	40.0 .......................		X		228,572		74,367
(22) Tracey Costello........................................................................ CFO	40.0 .......................		X		232,261		64,328
(23) James McGibbon........................................................................ Sr. VP Finance (THRU 10/22/12)	40.0 .......................		X		311,518		16,032
(24) Mark Moyer from 0113........................................................................ Chief Financial Officer	40.0 .......................		X		0	0	0
(25) Betina Jean Louis........................................................................ director of evaluation	40.0 .......................			X	185,670		72,741
(26) Conrad Pinnock........................................................................ HR director	40.0 .......................			X	170,741		72,125
(27) Gerald Lewis........................................................................ Program director	40.0 .......................			X	154,798		64,186
(28) Martin Lipp........................................................................ Communication Director	40.0 .......................			X	191,502		85,405
(29) Debbie Feliciano-Gonzalez........................................................................ Senior Mngr, Preventive Prgms	40.0 .......................			X	156,863		50,993

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	2,499,347	0	871,413

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

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ..............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
MATHEMATICA POLICY RESEARCH INC, PO BOX 2393PRINCETONNJ085432393	EVALUATIONS	815,315
forces of nature inc, 230 malcolm X blvdNEW YORKNY10027	Dance instruction	301,750
Grant Thornton LLP, 666 Third Avenue 13th FloorNEW YORKNY100174011	Accounting Services	268,810
HARLEM JUNIOR TENNIS AND EDUCATION, 40 WEST 143RD STREETNEW YORKNY10037	TENNIS INSTRUCTION	214,003
RIGHT CONSULTING INC, 211 NEW MILFORD AVENUEDUMONTNJ07628	consulting	165,531
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 9

Form 990 (2012)

Page 9

Part VIII

Statement of Revenue

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

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c		7,611,945
d	Related organizations...1d
e	Government grants (contributions)1e		9,831,292

f	All other contributions, gifts, grants, and similar amounts not included above1f		40,396,660

g	Noncash contributions included in lines 1a-1f:$		0
h	Total. Add lines 1a-1f.......			57,839,897
			Business Code
2a
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			0
3	Investment income (including dividends, interest, and other similar amounts).......			45,825			45,825
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	42,233,107
b	Less: cost or other basis and sales expenses
c	Gain or (loss)	42,233,107
d	Net gain or (loss)..........			42,233,108			42,233,108
8a	Gross income from fundraising events (not including $ 7,611,945 of contributions reported on line 1c). See Part IV, line 18 ..
	a		170,612
b	Less: direct expenses ...b		355,700
c	Net income or (loss) from fundraising events..			-185,088			-185,088
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a	RECOVERY OF PRIOR-YEAR INVESTMENT WRITEOFF		900099	1,584,086			1,584,086
b	MISCELLANEOUS INCOME		900099	81,294			81,294
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			1,665,380
12	Total revenue. See Instructions......			101,599,122			43,759,225

Form 990 (2012)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response to any question in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	0
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	3,371,549	3,371,549
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	1,658,186	1,555,906	72,575	29,705
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	46,239,606	43,504,957	1,940,427	794,222
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	779,141	612,954	153,118	13,069
9	Other employee benefits .......	7,121,896	6,747,907	271,749	102,240
10	Payroll taxes ...........	4,915,283	4,644,921	207,043	63,319
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	36,508		36,508
c	Accounting ...........	282,214		282,214
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	5,552,311		5,552,311
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	3,653,864	2,224,182	1,409,768	19,914
12	Advertising and promotion ....	0
13	Office expenses .......	535,620	488,270	47,070	280
14	Information technology ......	375,594	242,831	107,567	25,196
15	Royalties ..	0
16	Occupancy ...........	5,469,770	4,379,861	1,089,909
17	Travel ............	1,365,675	1,303,964	44,838	16,873
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	0
20	Interest ...........	0
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	1,813,128	1,382,711	407,229	23,188
23	Insurance ..............	327,377	249,662	73,528	4,187
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	FOOD	2,336,304	2,283,370	47,768	5,166
b	EQUIPMENT RENTAL & MAINT.	690,685	575,706	114,979	0
c	TELEPHONE	558,351	265,432	287,860	5,059
d	ADMISSIONS	518,170	503,747	13,963	460
e	All other expenses	2,662,318	1,782,633	844,432	35,253
25	Total functional expenses. Add lines 1 through 24e	90,263,550	76,120,563	13,004,856	1,138,131
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2012)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			18,196,786	1	25,960,314
2	Savings and temporary cash investments .........			4,341,346	2	1,927,527
3	Pledges and grants receivable, net ...........			135,848,008	3	79,810,567
4	Accounts receivable, net .............			14,710,698	4	1,285,341
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ..........			1,069,411	9	1,031,869
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	149,261,536
b	Less: accumulated depreciation .....	10b	16,603,071	107,958,320	10c	132,658,465
11	Investments—publicly traded securities ..........			0	11	0
12	Investments—other securities. See Part IV, line 11 .....			172,894,542	12	243,670,175
13	Investments—program-related. See Part IV, line 11 .....			0	13	0
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			582,624	15	624,212
16	Total assets. Add lines 1 through 15 (must equal line 34)......			455,601,735	16	486,968,470
17	Accounts payable and accrued expenses .........			8,563,125	17	6,928,243
18	Grants payable .................			0	18	0
19	Deferred revenue ................			0	19	0
20	Tax-exempt bond liabilities .............			0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			66,528,562	21	87,677,625
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			11,905,861	25	15,228,449
26	Total liabilities. Add lines 17 through 25.........			86,997,548	26	109,834,317
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			230,147,233	27	282,488,183
28	Temporarily restricted net assets ...........			136,835,792	28	93,008,008
29	Permanently restricted net assets ...........			1,621,162	29	1,637,962
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			368,604,187	33	377,134,153
34	Total liabilities and net assets/fund balances ........			455,601,735	34	486,968,470

Form 990 (2012)

Page 12

Part XI

Reconcilliation of Net Assets

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

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

101,599,122

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

90,263,550

Revenue less expenses. Subtract line 2 from line 1 ..............

11,335,572

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

368,604,187

Net unrealized gains (losses) on investments ...............

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

-2,805,606

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

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

377,134,153

Part XII

Financial Statements and Reporting

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

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

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

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

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

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

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

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

Yes

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits

Yes

Form 990 (2012)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

THE HARLEM CHILDREN'S ZONE

Employer identification number

23-7112974

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

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

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

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

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% 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). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

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

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

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

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

11g(ii)

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

11g(iii)

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

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	75,427,826	68,937,438	208,098,844	131,949,331	57,839,897	542,253,336
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......						0
3	The value of services or facilities furnished by a governmental unit to the organization without charge..						0
4	Total. Add lines 1 through 3	75,427,826	68,937,438	208,098,844	131,949,331	57,839,897	542,253,336
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..						172,781,133
6	Public support. Subtract line 5 from line 4.						369,472,203

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
7	Amounts from line 4..	75,427,826	68,937,438	208,098,844	131,949,331	57,839,897	542,253,336
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	179,705	94,642	203,243	52,748	45,825	576,163
9	Net income from unrelated business activities, whether or not the business is regularly carried on..	0	0	0	0	0	0
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..	135,553	367,573	252,072	803,681	1,835,992	3,394,871
11	Total support (Add lines 7 through 10).						546,224,370

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

1,149,862

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

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

67.641 %

Public support percentage for 2011 Schedule A, Part II, line 14 ...............

68.708 %

16a

33 1/3% support test—2012. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2011. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

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

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

Section D. Computation of Investment Income Percentage

Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2011 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2012. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2011. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 4

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2012

Name of the organization

THE HARLEM CHILDREN'S ZONE

Employer identification number

23-7112974

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

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

Page 2

Name of organization THE HARLEM CHILDREN'S ZONE

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

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

Page 3

Name of organization THE HARLEM CHILDREN'S ZONE

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

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

Page 4

Name of organization
THE HARLEM CHILDREN'S ZONE

Employer identification number

23-7112974

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

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

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

THE HARLEM CHILDREN'S ZONE

Employer identification number

23-7112974

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	165,002,239	140,613,742	131,922,081	124,566,150	101,517,597
b	Contributions ........	26,958,775	15,828,299	1,805,293	11,471,516	19,310,236
c	Net investment earnings, gains, and losses	36,901,547	8,560,198	6,886,368	87,669	7,254,672
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	25,000		0	4,203,254	3,516,355
f	Administrative expenses ....
g	End of year balance ......	228,837,561	165,002,239	140,613,742	131,922,081	124,566,150

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

99.155 %

Permanent endowment SchDMd Bullet

0.716 %

Temporarily restricted endowment SchDMd Bullet

0.129 %

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	6,800,000		6,800,000
b	Buildings ................	49,106,044	8,340,602	40,765,442
c	Leasehold improvements ............	8,037,656	4,863,396	3,174,260
d	Equipment ................	3,146,851	2,565,828	581,023
e	Other .................	82,170,985	833,245	81,337,740
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				132,658,465

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) HEDGE FUND INVESTMENTS	194,459,769	F
(B) LIMITED PARTNERSHIP INV.	49,210,406







Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	243,670,175

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes		0
DEFERRED COMPENSATION PAYABLE		6,221,153
DUE TO RELATED PARTY		9,007,296







Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		15,228,449
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	96,978,189
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b	931,378
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................			2e	931,378
3	Subtract line 2e from line 1.....................			3	96,046,811
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a	5,552,311
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................			4c	5,552,311
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	101,599,122

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........			1	85,642,617
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a	931,378
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................			2e	931,378
3	Subtract line 2e from line 1.....................			3	84,711,239
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a	5,552,311
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................			4c	5,552,311
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	90,263,550

Part XIII

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
Schedule D, part V		The Harlem Children's Zone's endowment is intended to support the organization's social, cultural and educational programs (as described in Part III of the Form 990) and to fund executive profit-sharing plans. HCZ has adopted investment and spending policies for endowment assets that attempt to provide a predictable stream of funding while seeking to maintain the purchasing power of the endowment assets.
Fin 48		The Organization follows guidance that clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return, including issues relating to financial statement recognition and measurement. This guidance provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if the position is "more-likely-than-not" to be sustained if the position were to be challenged by a taxing authority. The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged. Management has determined that there are no uncertain tax positions within its consolidated financial statements. The Organization is exempt from federal income taxation by virtue of being an organization described in Section 501(c)(3) of the Internal Revenue Code. Nevertheless, the Organization may be subject to tax on income unrelated to its exempt purpose, unless that income is otherwise excluded by the Code. The tax years ending June 30, 2010, 2011, 2012 and 2013 are still open to audit for both federal and state purposes.
Form 990, Schedule D, Part IV		During the year ended June 30, 2011, the Harlem Children's Zone entered into agreements for the construction of a new charter school (the School Project). The agreements provided that the New York School Construction Authority contribute up to $60,000,000 towards the School Project, with the estimated balance of approximately $40,000,000 to be contributed by the Organization or other donors. Upon completion of construction and issuance of the certificate of occupancy, title to the School Project will be transferred to the New York City Department of Education and leased back to the Harlem Children's Zone. Harlem Children's Zone is accounting for this arrangement as an agency transaction on behalf of the School as the School will be the ultimate beneficiary of the School Project.

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990,Part IV, line 14b, 15, or 16. Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
THE HARLEM CHILDREN'S ZONE

Employer identification number

23-7112974

Part I

General Information on Activities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 14b.

For grantmakers. Does the organization maintain records to substantiate the amount of the grants or

assistance, the grantees’ eligibility for the grants or assistance, and the selection criteria used to award

the grants or assistance? ...................................

Yes

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of grant funds outside
the United States.

Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)

(a) Region		(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(f) Total expenditures for and investments in region
	Central America and the Caribbean	Investments	194,459,769
















3a	Sub-total .....		194,459,769
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)		194,459,769

For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2012

Schedule F (Form 990) 2012

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.

1 (a) Name of organization		(b) IRS code section and EIN (if applicable)	(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement	(g) Amount of of non-cash assistance	(h) Description of non-cash assistance	(i) Method of valuation (book, FMV, appraisal, other)

Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter .... MediumBullet

Enter total number of other organizations or entities ....................... MediumBullet

Schedule F (Form 990) 2012

Schedule F (Form 990) 2012Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Part III can be duplicated if additional space is needed.

(a) Type of grant or assistance		(b) Region	(c) Number of recipients	(d) Amount of cash grant	(e) Manner of cash disbursement	(f) Amount of non-cash assistance	(g) Description of non-cash assistance	(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2012

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2012

Page 5

Part V

Supplemental Information
Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	ReturnReference	Explanation
Form 990, Schedule F		The Harlem Children's Zone invests directly in variety of level 3 limited partnership investments. These limited partnership investments may, in turn, own an interest in a foreign corporation, passive foreign investment company, or foreign partnership. To the extent that the Harlem Children's Zone is required to complete a Form 926, 5471, 8621 or 8865 because its investment exceeds the filing threshold, those Forms have been attached to the organization's Form 990-T filing.

Schedule F (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. Form 990-EZ filers are not required to complete this part. right arrow

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
THE HARLEM CHILDREN'S ZONE

Employer identification number

23-7112974

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and email solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

If “Yes,” list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.

(i) Name and address of individual or entity (fundraiser)		(ii) Activity	(iii) Did fundraiser have custody or control of contributions?		(iv) Gross receipts from activity	(v) Amount paid to (or retained by) fundraiser listed in col. (i)	(vi) Amount paid to (or retained by) organization
			Yes	No
	Event Associates Inc 162 W 56th St 405 New York, NY10019	Fundraising Gala	Yes		7,782,557	65,000	7,717,557









Total .................					7,782,557	65,000	7,717,557

List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing.

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2012

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.

		(a) Event #1 AWARD DINNER (event type)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . .	7,782,557	7,782,557
2	Less: Contributions . .	7,611,945	7,611,945
3	Gross income (line 1 minus line 2) . . .	170,612	170,612
4	Cash prizes . . .
5	Noncash prizes . .
6	Rent/facility costs . .	216,731	216,731
7	Food and beverages .
8	Entertainment . . .
9	Other direct expenses .	138,969	138,969
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........		355,700
11	Net income summary. Combine line 3, column (d), and line 10. ..........		-185,088

Part III

Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (add col.(a) through col.(c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes
	No

	Yes
	No

	Yes
	No

Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow

Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow

Enter the state(s) in which the organization operates gaming activities:

Is the organization licensed to operate gaming activities in each of these states? ............

YesNo

If "No," explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2012

Page 3

Does the organization operate gaming activities with nonmembers? .................

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ..........................

YesNo

Indicate the percentage of gaming activity operated in:

The organization's facility ......................

13a

An outside facility ........................

13b

Enter the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ......................................

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

If "Yes," enter name and address of the third party:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	Return Reference	Explanation

Schedule G (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
THE HARLEM CHILDREN'S ZONE

Employer identification number
23-7112974

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(e) Amount of non-cash assistance	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2012

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant
(1) Educational Stipends	26680	2,088,770
(2) HCZ Incentive Program	2710	1,282,770

Part IV

Supplemental Information.

Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Identifier	Return Reference	Explanation
Schedule I, part III		The Need in Central Harlem: The odds are stacked against our children and families. Children in poverty do not have the opportunity to develop to their full potential. Inequality disadvantages them in every aspect of their lives: they are less healthy, less educated, and more likely to enter into prison than more affluent children. The cumulative impact of a community in crisis can have resounding affects on a child, putting them at a severe disadvantage on their pathways to productive adult lives. Poor children, particularly those of color, do significantly worse academically than their middle class counterparts. The Economic Policy Institute reported a substantial difference by race and ethnicity in children's academic test scores, with the disparity already showing up in kindergarten. Students who do poorly in school often end up drifting into anti-social behavior. A Black boy born in 2001 has a 1 in 3 chance of going to prison in his lifetime, and a Latino boy has a 1 in 6 chance. In Central Harlem, our youth must overcome significant barriers along their pathway to adulthood. At the Harlem Children's Zone, we have set up a seamless system of support from the time a child is born to the time that child finishes college, implementing best practices at every stage. This seamless system of support includes a pipeline of program services providing academic tutoring, health and nutrition lessons, fitness programs, such as karate and dance, and media and technology programs to help students increase their knowledge and computer proficiency to perform well in school. To ensure consistent participation, we offer modest educational stipends to encourage regular and consistent attendance to ensure students, ages 10 to 18, receive the maximum impact of our programs. HCZ acknowledges that our students must give up part-time jobs to participate in our programs. The stipends help to off-set some of the financial loss our students might experience by foregoing part-time jobs and prevent them from having to make a choice between work and supplemental academic activities. Educational stipends are determined based on program attendance and punctuality, student grades, and student conduct. Education stipends are distributed twice monthly by the fiscal office. The average stipends are $25 to $175. The second program disclosed on Schedule I is a program to reward the organization's graduating High School Seniors. Harlem Children's Zone offers a $1,000 incentive scholarship. These Seniors have actively participated in HCZ College Prep programs and are currently enrolled in a College. The incentives payments are only made in the form of a laptop or a direct scholarship payment made directly to their college on their behalf. As noted, some of the gifts are non-cash payments (in the form of laptops); however, for Schedule I purposes, bifurcating cash vs. non-cash payments is administratively difficult. HCZ provides stipends to middle and high-school students who earn them. The stipend system is a pre-employment model, introducing students to the typical workplace system where employees receive a financial reward for consistent, hard work. There are certain requirements that students need to satisfy to earn a stipend. The small stipend is also an incentive for the children to stay enrolled in the program even if they are being tempted by less-rigorous or risky alternatives for their out-of-school time. We strongly feel that the stipends are a valuable investment to keep children in the safe, enriching environment we have created, where they can get academic assistance and learn valuable life skills. HCZ also gives incoming college freshmen the choice of a laptop computer or a $1,000 scholarship to ensure that students start college in a strong position for success. In today's collegiate environment, access to a laptop is as important as having a pen or pencil once was, so we want to ensure each of our students has one for writing and research. If they already have a laptop computer, the $1,000 scholarship is also a huge help for students who will struggle to make ends meet while they are working toward their degree.

Schedule I (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

THE HARLEM CHILDREN'S ZONE

Employer identification number

23-7112974

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)Geoffrey CanadaPresident/CEO	(i) (ii)	151,750	138,266	17,000	164,185	19,238	490,439	138,266
(2)Mindy MillerSR. VP of development	(i) (ii)	240,545	50,000	0	84,185	15,205	389,935
(3)George KhaldunCAO	(i) (ii)	172,826	97,035	0	69,185	19,238	358,284	57,035
(4)Anne Williams-IsomCOO	(i) (ii)	188,572	40,000	0	67,988	6,379	302,939
(5)Tracey CostelloCFO	(i) (ii)	145,041	87,220	0	46,110	18,218	296,589	62,220
(6)Betina Jean Louisdirector of evaluation	(i) (ii)	120,690	63,480		51,858	7,879	243,907	41,480
(7)Conrad PinnockHR director	(i) (ii)	139,493	30,000		51,283	7,627	228,403
(8)Gerald LewisProgram director	(i) (ii)	106,873	47,925		57,807	6,379	218,984	25,925
(9)Martin LippCommunication Director	(i) (ii)	118,522	71,480		51,704	20,738	262,444	41,480
(10)James McGibbonSr. VP Finance (THRU 10/22/12)	(i) (ii)	248,813	20,000	42,705	0	17,219	328,737
(11)Debbie Feliciano-GonzalezSenior Mngr, Preventive Prgms	(i) (ii)	111,531	45,332	0	35,787	15,206	207,856	23,332

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Identifier	Return Reference	Explanation
Schedule J, LIne 4(a)		Senior Vice President of Finance, James McGibbon, received a severance payment of $30,000 upon his separation from service. This severance payment is reported in Form 990, Schedule J, Part II, Column B(iii). Schedule J, LIne 4(b) Harlem Children's Zone has a Section 457(f) plan that all members of senior management participate in. This Growth Fund Plan is a tax-deferred employee savings plan for directors, principals and senior staff. Harlem Children's Zone makes an annual deposit into the plan that is valued at 150% of the individual employee's bonus for the current year. The employee accumulates income on the investments in the No Margin Senior Growth Fund (which is managed by Duquesne Management); after five years, the employee starts to receive payouts. For calendar year 2012, employees received a payout from the Growth Fund and those amounts have been recorded in Schedule J, column (b)(ii) and in column (f).
Schedule J, Line 7		Harlem Children's Zone provides annual performance bonuses to its employees. The bonuses are determined and approved by the President and CEO, Geoffrey Canada. Bonuses are approved in June and paid out in July (which is the following fiscal year); however, for 990 reporting purposes, the bonus is both approved and paid in the same calendar year (but different fiscal years); accordingly, the bonuses are reported as current compensation in column (b)(ii).

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

THE HARLEM CHILDREN'S ZONE

Employer identification number

23-7112974

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No






Total ...... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2012

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) Stanley Druckenmiller	Chairman of the board	931,378	See Part V		No

Part V

Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation
Schedule L, Part IV		Stanley Druckenmiller, Chairman of the Board, runs a hedge fund, the No-Margin Fund, in which the Harlem Children Zone invests. The value of the organization's investment in the No-Margin Fund as of June 30, 2013 is $33,188,386. Neither Mr. Druckenmiller nor the Fund charge the Harlem Children's Zone any management, advisory or supervisory fees for managing the organization's portfolio. Nevertheless, the value of these contributed services is $931,378.

Schedule L (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

THE HARLEM CHILDREN'S ZONE

Employer identification number

23-7112974

Identifier	Return Reference	Explanation
FORM 990, PART III, LINE 4D	OTHER PROGRAM SERVICE ACCOMPLISHMENTS	HEAD START PROGRAM - AN EARLY CHILDHOOD EDUCATION PROGRAM THAT SERVES 57 THREE-TO-FIVE-YEAR-OLD CHILDREN, AND PREPARes THEM TO ENTER KINDERGARTEN READY TO LEARN. Finally, included within the program service expenditures reported in Part III, Lines 4a through 4d are amounts paid out as stipends/grants. HCZ provides stipends to middle and high-school students. The stipend system is a pre-employment model, introducing students to the typical workplace system where employees receive a financial reward for consistent, hard work. There are certain requirements that students need to satisfy to earn a stipend. The small stipend is also an incentive for the children to stay enrolled in the program even if they are being tempted by less-rigorous or risky alternatives for their out-of-school time. We strongly feel that the stipends are a valuable investment to keep children in the safe, enriching environment we have created, where they can get academic assistance and learn valuable life skills. HCZ also gives incoming college freshmen the choice of a laptop computer or a $1,000 scholarship to ensure that students start college in a strong position for success. In today's collegiate environment, access to a laptop is as important as having a pen or pencil once was, so we want to ensure each of our students has one for writing and research. If they already have a laptop computer, the $1,000 scholarship is also a huge help for students who will struggle to make ends meet while they are working toward their degree. Please see Schedule I for more information.
Policies	FORM 990, PART VI	Line 11 - PROCESS USED TO REVIEW FORM 990: The Form 990 was prepared by a nationally renowned accounting firm in conjunction with the organization's financial department. A copy of the draft Form 990 was circulated to the Audit committee for discussion and comment. Each Audit committee Member was provided ample opportunity to comment on the information contained in the 990 prior to its filing with the Internal Revenue Service. The Audit committee will summarize its finding on the Form 990 to the full board of directors. Line 12 - ENFORCEMENT AND MONITORING OF CONFLICT OF INTEREST POLICY: All employees are expected to use honesty, good judgement and high ethical standards in all professional dealings. All employees must avoid any actions that could create a conflict of interest or the appearance of such a conflict or reflect unfavorably on them or on harlem children's zone. An employee must disclose if she/he or an immediate family member has any potential conflict of interest such as a relationship to a third party vendor who seeks or has a business relationship to harlem children's zone. An employee's violation of this policy, especially a failure to represent accurately his or her connection or action on behalf of harlem children's zone and a third party will constitute grounds for disciplinary action, up to and including termination of employment. Line 15 - PROCESS FOR DETERMINING COMPENSATION: The organization undertakes a thorough process to ensure that the executive compensation it pays to its top management official and all of its officers and key employees of organization is reasonable given the market in which the organization operates. In relevant part, the Board of Directors has established a Compensation Committee of independent persons that have no personal interest in the proposed compensation agreement. The Compensation committee contracts with a compensation consultant to complete a market assessment and competitive position analysis for the College's top executives. The compensation consultant utilizes comparability and benchmarking surveys to ensure that the College compensates its executives commensurate with the market. The compensation committee will then set the compensation for the relevant executive and document the decision in board minutes.
Form 990, Part VI, LIne 19	AVAILABILITY OF DOCUMENTS TO THE PUBLIC	The taxpayer makes its Form 990 available to the public by retaining a copy at its place of business. The Form 990 is likewise published on the internet at www.guidestar.org. The organization's financial statements, governing documents and conflict of interest policy are not ordinarily made available to the public, but, if requested, will be provided at management's discretion.
Form 990, Part IV, line 4	LOBBYING DISCLOSURE	The Harlem Children's Zone does not undertake any lobbying activities. President and CEO, Geoffrey Canada is a very prominent individual in the community and he may undertake advocacy efforts that have ancillary benefits to the Harlem Children's Zone. Mr. Canada's advocacy efforts, to the extent there are any, are undertaken at his own behest and are funded from his own personal finances; the Harlem Children's Zone does not subsidize those efforts.
Form 990, Part VIII, Line 7a	Realized Gains on Investments	The investment income reported on Form 990, Part VIII, Line 7(d) represents both realized and unrealized gains on investments. Because the organization's investment portfolio is comprised entirely of alternative investments, a definitive breakout between realized and unrealized gains was unavailable. Form 990, Part IX, Line 11(e) Professional Fundraising Fees The Harlem Children's Zone paid one professional fundraiser in the year ending June 30, 2013. This fundraiser, Event Associates, was paid $65,000 (and is disclosed on Schedule G). The fundraising fees paid are reported in Part VIII, Statement of Revenue, Line 11(b) as an offset to special event revenue, rather than on Line 11(e). PART XI, LINE 8 Reconciliation of Net Assets The Harlem Children's Zone recorded an additional depreciation expense of $2,805,606 in fiscal year 2013 to reflect a correction in its depreciation methodology for certain leasehold improvements.
Form 990, Part VII		Board of Trustees members Kenneth Langone, Geoffrey Canada, Mitch Kurz, and Stanley Druckenmiller sit on the Board of Trustees of both Harlem Children's Zone Promise Academies. Each trustee spends approximately 2 hours per week on Board matters for these related organizations. Chief Financial Officer, Mark Moyer, commenced service with the Harlem Children's Zone in January 2013. Since compensation is reported based on the calendar year falling within the organization's fiscal year, Mark has no compensation to report on this Form 990 as he was not employed in calendar year 2012.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

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- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

THE HARLEM CHILDREN'S ZONE

Employer identification number

23-7112974

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) Rheedlen 125th Street LLC 35 EAST 125TH STREET New York,NY10035	Hold property	NY	0	0	Harlem Child
(2) HCZ Promise LLC 35 east 125th Street New York,NY10035 27-2392634	Hold Property	NY	0	0	Harlem Child

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) HCZ PROMISE ACADEMY CHARTER SCHOOL 35 EAST 125TH STREET NEW YORK,NY10035 76-0756768	EDUCATION	NY	501(c)(3)	2	NA		No
(2) HCZ PROMISE ACADEMY CHARTER SCHOOL II 35 EAST 125TH STREET NEW YORK,NY10035 34-2049530	EDUCATION	NY	501(c)(3)	2	NA		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No

Schedule R (Form 990) 2012

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2012

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation
Schedule R, Related Party Transactions		Pursuant to the terms of a commitment letter between Harlem Children's Zone (HCZ) and the Charter Schools, HCZ committed to provide the Schools, during the initial five year term of their charters, certain services at no costs. These services include financial management, social, library, technology, fundraising, public relations and teaching assistance services, In addition, HCZ is committed to providing the Schools with the use of space at its premises located at 35 East 125th Street, New York, New York. Both Charter Schools have renewed their commitment letters with Harlem Children's Zone for an additional five year period that runs through August 2014 and March 2014 respectively. In addition, the Harlem Children's Zone includes within its Section 457(f) plan, employees of both Charter Schools and provides the Charter Schools an annual subsidy to cover this cost.

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1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If “Yes,”the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926)......................................	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If “Yes,” the organizationmay be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A).......................................	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471)..............................	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621)	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships. (see Instructions for Form 8865)....................................	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713)................................................	Yes	No