TY 2013 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 private foundations)

Do not enter Social Security numbers on this form as it may be made public. By law, the IRS

generally cannot redact the information on the form.

Information about Form 990 and its instructions is at www.IRS.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

A For the 2013 calendar year, or tax year beginning 01-01-2013 , 2013, and ending 12-31-2013

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

CName of organization
Population Services International

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
1120 Nineteenth Street NW
Suite 600

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Washington, DC20036

D Employer identification number

56-0942853

E Telephone number

G Gross receipts $ 659,668,590

F Name and address of principal officer:
Karl Hofmann
1120 Nineteenth Street NW 600
Washington,DC20036

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

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

Website:

www.psi.org

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
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: NC

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: MEASURABLY IMPROVE THE HEALTH OF PEOPLE IN THE DEVELOPING WORLD
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	15
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	15
5	Total number of individuals employed in calendar year 2013 (Part V, line 2a) ......	5	392
6	Total number of volunteers (estimate if necessary) .............	6	685
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	479,138
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	430,819

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	515,384,644	579,921,653
9	Program service revenue (Part VIII, line 2g) .........	3,375,973	1,721,770
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	580,011	1,117,149
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	4,063,832	1,269,386
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	523,404,460	584,029,958
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	319,641,477	368,743,966
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)	69,175,847	65,627,294
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	319,147
b	Total fundraising expenses (Part IX, column (D), line 25) 2,141,133
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	128,144,396	144,628,666
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	516,961,720	579,319,073
19	Revenue less expenses. Subtract line 18 from line 12.......	6,442,740	4,710,885
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	543,692,015	489,280,258
21	Total liabilities (Part X, line 26).............	492,153,308	432,689,059
22	Net assets or fund balances. Subtract line 21 from line 20.....	51,538,707	56,591,199

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 (2013)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III ..............

Briefly describe the organization’s mission: MEASURABLY IMPROVE THE HEALTH OF PEOPLE IN THE DEVELOPING WORLD, PRINCIPALLY THROUGH SOCIAL MARKETING BY FOCUSING ON SERIOUS CHALLENGESLIKE A LACK OF FAMILY PLANNING, HIV AND AIDS, BARRIERS TO MATERNAL HEALTH, AND THE GREATEST THREATS TO CHILDERN UNDER FIVE, Including MALARIA, DIARRHEA, PNEUMONIA, AND MALNUTRITION.

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 $ 284,944,762 including grants of $ 192,873,638 ) (Revenue $ 3,554,960 )
	PSI HAS HIV PROGRAMS IN OVER 60 COUNTRIES AROUND THE WORLD. INTERVENTIONS, WHICH INCLUDE SOCIAL MARKETING OF HIV PRODUCTS AND SERVICES AND TARGETED HIV COMMUNICATION, ARE BASED UPON A COMMITMENT TO PRODUCE MEASURABLE HEALTH IMPACT AND AN EMPHASIS UPON RIGOROUS RESEARCH AND EVALUATION. ALTHOUGH CONDOM SOCIAL MARKETING AND TARGETED COMMUNICATION REMAIN CORNERSTONES OF PSI'S WORK TO ADDRESS THE HIV PANDEMIC, COUNTRY PROGRAMS IMPLEMENT AN INCREASINGLY COMPRREHENSIVE RANGE OF INTERVENTIONS IN RESPONSE TO THE CHANGING NEEDS OF SPECIFIC COUNTRY CONTEXTS AND POPULATIONS.

4b	(Code: ) (Expenses $ 169,779,545 including grants of $ 114,920,514 ) (Revenue $ )
	PSI SUPPORTS EFFORTS TO INCREASE ACCESS TO EFFECTIVE MALARIA PREVENTION AND TREATMENT INTERVENTIONS, AND WORKS CLOSELY WITH MINISTRIES OF HEALTH , PRIMARILY IN AFRICA AND ASIA, TO SCALE UP PROVEN INTERVENTIONS AND SUSTAIN COVERAGE OVER TIME. THESE INTERVENTIONS INCLUDE; DELIVERY OF LONG-LASTING INSECTICIDE TREATED NETS, LONG-LASTING INSECTICIDE RETREATMENT TABLETS, ARTEMISININ-BASED COMBINATION THERAPIES, RAPID DIAGNOSTIC TESTS, STRATEGIC BEHAVIOR CHANGE COMMUNICATIONS AND APPLIED OPERATIONAL RESEARCH.

4c	(Code: ) (Expenses $ 90,045,123 including grants of $ 60,949,814 ) (Revenue $ 1,721,770 )
	PSI'S OTHER PRIMARY HEALTH AREAS INCLUDE THE AREAS REPRODUCTIVE HEALTH, CHILD SURVIVAL, AND TUBERCULOSIS. REPRODUCTIVE HEALTH SERVICES FOCUSES ON INCREASING CONTRACEPTIVE PREVALENCE RATES AND DECREASING MATERNAL MORTALITY RATIOS. CHILD SURVIVAL EFFORTS ARE FOCUSED ON PROVIDING HIGH QUALITY, COST EFFECTIVE, AND INTEGRATED HEALTH SERVICES. LASTLY, TUBERCULOSIS AND RELATED SERVICES, ENGAGE PRIVATE SECTOR PROVIDERS IN THE DIAGNOSIS AND TREATMENT AND INTEGRATING HIV COUNSELING AND TESTING.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses544,769,430

Form 990 (2013)

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 Click to see attachment

..........

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 Click to see attachment

........

Yes

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 Click to see attachment

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

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

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

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

......

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

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

Yes

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

Yes

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 other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV Click to see attachment

Yes

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? 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

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 (2013)

Page 4

Part IV

Checklist of Required Schedules (continued)

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

Yes

Did the organization report more than $5,000 of grants or 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

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 25a................ Click to see attachment

24a

Yes

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........

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

25b

Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, complete Schedule L, Part II....................

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.........

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

28a

A family member of a current or former officer, director, trustee, or key employee? If "Yes,"
complete Schedule L, Part IV.....................

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...

28c

Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M.. Click to see attachment

Yes

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M............. Click to see attachment

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 (2013)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response or note to any line in this Part V ..............

Yes

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

140

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? ..................

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

392

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?...

Yes

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

Yes

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)?..........................

Yes

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?....................

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

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 (2013)

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 or note to any line 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? .

Yes

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

Yes

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

Yes

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

AL , AK , AZ , CA , CT , DC , FL , GA , IL , KS , KY , LA , MD , MA , MI , MN , MS , MO , NH , NJ , NM , NY , NC , ND , OH , OK , OR , PA , RI , SC , TN , VA , WA , WV , WI

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

KIM SCHWARTZ1120 19TH ST NW 600washingtonDC20036 (202) 785-0072

Form 990 (2013)

Page 7

Part VII

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

Check if Schedule O contains a response or note to any line 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)	(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
(1) Frank Loy........................................................................ Director, Chair	2.0 .......................	X	0	0	0
(2) Dr Rehana Ahmed........................................................................ Director	1.0 .......................	X	0	0	0
(3) Frans Engering........................................................................ Director	1.0 .......................	X	0	0	0
(4) J Brian Atwood........................................................................ Director	1.0 .......................	X	0	0	0
(5) Kathryn A Forbes........................................................................ Director	1.0 .......................	X	0	0	0
(6) Dr David Bloom........................................................................ Director	1.0 .......................	X	0	0	0
(7) Dr Shima Gyoh........................................................................ Director	1.0 .......................	X	0	0	0
(8) Barbara Pierce Bush........................................................................ Director	1.0 .......................	X	0	0	0
(9) Dr Punam Keller........................................................................ Director	1.0 .......................	X	0	0	0
(10) Tommy Thompson........................................................................ Director	1.0 .......................	X	0	0	0
(11) Dr Gilbert S Omenn........................................................................ Director	1.0 .......................	X	0	0	0
(12) Rebecca Van Dyck........................................................................ Director	1.0 .......................	X	0	0	0
(13) Dr Malcolm Potts........................................................................ Director	1.0 .......................	X	0	0	0
(14) Salma Mizrui-Watt........................................................................ Director	1.0 .......................	X	0	0	0
(15) Bill Sanders........................................................................ Director	1.0 .......................	X	0	0	0
(16) Sarah Epstein........................................................................ Director (UNTIL 10/24/2013)	1.0 .......................	X	0	0	0
(17) Gail McGreevy Harmon........................................................................ Director (UNTIL 10/24/2013)	1.0 .......................	X	0	0	0

Form 990 (2013)

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) Judith Richards Hope........................................................................ Director (UNTIL 10/24/2013)	1.0 .......................	X				0	0	0
(19) William Harrop........................................................................ Director (UNTIL 10/24/2013)	1.0 .......................	X				0	0	0
(20) Ashley Judd........................................................................ Director (UNTIL 10/24/2013)	1.0 .......................	X				0	0	0
(21) Karl W Hofmann........................................................................ President, CEO	50.0 .......................		X			392,913	0	51,633
(22) Peter Clancy........................................................................ Executive VP, COO	50.0 .......................		X			341,474	0	50,800
(23) Kim A Schwartz........................................................................ SVP, CFO	50.0 .......................		X			317,379	0	45,158
(24) Brian Smith........................................................................ SVP, CSRO	50.0 .......................		X			204,739	0	38,354
(25) Sally G Cowal........................................................................ SVP, CLO	50.0 .......................			X		337,647	0	26,682
(26) Kathryn M Roberts........................................................................ VP, CORP MKTING, COMM ADVOCACY	50.0 .......................			X		281,823	0	32,853
(27) Desmond Chavasse........................................................................ VP, Malaria control & child su	50.0 .......................			X		298,675	0	19,942
(28) David J Reene........................................................................ SVP, Country Rep	50.0 .......................			X		291,701	0	33,244
(29) Krishna Jafa Bhushan........................................................................ Sr Director, SRHT	50.0 .......................			X		195,680	0	29,775
(30) Moussa Abbo........................................................................ Sr Regional director - wca	50.0 .......................			X		180,091	0	36,817
(31) Douglas F Call........................................................................ SR REGIONAL DIR - S. AFRICA	50.0 .......................			X		189,874	0	36,231
(32) Lisa Simutami........................................................................ regional director - e. africa	50.0 .......................			X		175,069	0	36,206
(33) Judith Heichelheim........................................................................ regional director - lac	50.0 .......................			X		155,008	0	32,485
(34) Barry Whittle........................................................................ sr country rep	50.0 .......................				X	293,488	0	17,599
(35) Christian R Jones........................................................................ sr country rep	50.0 .......................				X	252,730	0	15,383
(36) Eric W Seastedt........................................................................ country rep	50.0 .......................				X	246,725	0	14,603
(37) Dana Tilson........................................................................ associate director	50.0 .......................				X	236,116	0	15,287
(38) Daun M Fest........................................................................ deputy regional director	50.0 .......................				X	227,912	0	14,352

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	4,619,044	0	547,404

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
BDO USA LLP, POBox 642743PittsburghPA15264	Audit & Tax	559,435
SONENTHAL OVERALL, 1120 19TH Street NW 640WashingtonDC20036	Legal	399,638
Next Step Partners, 1730 Vallejo 4SAN FRANCISCOCA94123	Consulting	166,483
STEPTOE JOHNSON, 1330 Connecticut Avenue NWWashingtonDC20036	Legal	158,225
Frederick Persoons, RUE DU WAUX-HALL 181390 GREZ-DOICEAU0BE	Consulting	139,699
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 (2013)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII .............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e		347,933,640

f	All other contributions, gifts, grants, and similar amounts not included above1f		231,988,013

g	Noncash contributions included in lines 1a-1f:$		115,159,334
h	Total. Add lines 1a-1f.......			579,921,653
			Business Code
2a	PROCUREMENT FEE INCOME		900099	1,721,770	1,721,770
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			1,721,770
3	Investment income (including dividends, interest, and other similar amounts).......			680,477			680,477
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents	2,539,312
b	Less: rental expenses	2,046,305
c	Rental income or (loss)	493,007	0
d	Net rental income or (loss).......			493,007		479,138	13,869
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	65,092,766
b	Less: cost or other basis and sales expenses	64,656,094
c	Gain or (loss)	436,672
d	Net gain or (loss)..........			436,672			436,672
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
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		12,491,193
b	Less: cost of goods sold ..b		8,936,233
c	Net income or (loss) from sales of inventory..			3,554,960	3,554,960
Miscellaneous Revenue			Business Code
11a	FOREIGN CUR TRANS LOSS			-2,778,581			-2,778,581
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			-2,778,581
12	Total revenue. See Instructions......			584,029,958	5,276,730	479,138	-1,647,563

Form 990 (2013)

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 or note to any line 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	24,800,872	24,800,872
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	343,943,094	343,943,094
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	5,241,082	2,175,024	2,796,335	269,723
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	53,723,738	41,511,126	11,897,316	315,296
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	1,839,537	969,984	834,386	35,167
9	Other employee benefits .......	3,212,802	1,428,049	1,715,986	68,767
10	Payroll taxes ...........	1,610,135	759,757	815,556	34,822
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	790,621	331,612	428,764	30,245
c	Accounting ...........	1,134,644	431,528	703,116
d	Lobbying ...........	30,825	30,825
e	Professional fundraising services. See Part IV, line 17	319,147			319,147
f	Investment management fees ......	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	11,670,335	7,757,133	3,649,853	263,349
12	Advertising and promotion ....	13,811,873	13,784,163	1,735	25,975
13	Office expenses .......	4,649,162	3,298,784	1,333,034	17,344
14	Information technology ......	1,481,120	485,397	995,572	151
15	Royalties ..	0
16	Occupancy ...........	5,128,058	3,645,521	1,482,537
17	Travel ............	14,839,637	13,061,355	1,626,575	151,707
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	2,014,547	1,688,570	278,959	47,018
20	Interest ...........	3,694		3,694
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	3,846,614	2,225,261	1,621,353
23	Insurance ..............	1,264,226	1,012,636	251,590
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	COMMODITIES	71,133,116	71,133,116
b	Furniture and Equipment	3,511,086	3,462,235	48,810	41
c	TRAINING	3,614,417	3,558,830	55,587
d	Research and Evaluations	2,590,662	2,586,837	3,825
e	All other expenses	3,114,029	687,721	1,863,927	562,381
25	Total functional expenses. Add lines 1 through 24e	579,319,073	544,769,430	32,408,510	2,141,133
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 (2013)

Page 11


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			281,409,567	1	210,640,043
2	Savings and temporary cash investments .........			0	2	0
3	Pledges and grants receivable, net ...........			68,413,844	3	81,570,273
4	Accounts receivable, net .............			0	4	0
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 ..............			72,231,158	8	81,636,788
9	Prepaid expenses and deferred charges ..........			12,573,763	9	13,808,387
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	77,092,252
b	Less: accumulated depreciation .....	10b	25,122,260	56,084,385	10c	51,969,992
11	Investments—publicly traded securities ..........			18,898,500	11	10,612,868
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
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 ...........			34,080,798	15	39,041,907
16	Total assets. Add lines 1 through 15 (must equal line 34)......			543,692,015	16	489,280,258
17	Accounts payable and accrued expenses .........			43,452,394	17	59,132,121
18	Grants payable .................			0	18	0
19	Deferred revenue ................			285,932,896	19	292,464,683
20	Tax-exempt bond liabilities .............			28,200,000	20	28,200,000
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
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 ..			17,291,806	23	16,294,493
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....................			117,276,212	25	36,597,762
26	Total liabilities. Add lines 17 through 25.........			492,153,308	26	432,689,059
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			41,516,722	27	46,051,956
28	Temporarily restricted net assets ...........			10,010,798	28	10,528,056
29	Permanently restricted net assets ...........			11,187	29	11,187
	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 ...........			51,538,707	33	56,591,199
34	Total liabilities and net assets/fund balances ........			543,692,015	34	489,280,258

Form 990 (2013)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI ..............

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

584,029,958

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

579,319,073

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

4,710,885

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

51,538,707

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

-80,698

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

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

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

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

422,305

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

56,591,199

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line 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 (2013)

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.
right arrow

Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

Population Services International

Employer identification number

56-0942853

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) 2013

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) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	195,742,605	234,567,271	348,982,099	515,384,644	579,921,653	1,874,598,272
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	195,742,605	234,567,271	348,982,099	515,384,644	579,921,653	1,874,598,272
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)..						0
6	Public support. Subtract line 5 from line 4.						1,874,598,272

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
7	Amounts from line 4..	195,742,605	234,567,271	348,982,099	515,384,644	579,921,653	1,874,598,272
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	2,274,113	2,402,693	2,796,851	3,307,620	3,219,789	14,001,066
9	Net income from unrelated business activities, whether or not the business is regularly carried on..						0
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..	140,262	2,802,847	-282,147	-301,198	-2,778,581	-418,817
11	Total support (Add lines 7 through 10).						1,888,180,521

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

5,097,743

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 2013 (line 6, column (f) divided by line 11, column (f)) .........

99.281 %

Public support percentage for 2012 Schedule A, Part II, line 14 ...............

99.110 %

16a

33 1/3% support test—2013. 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—2012. 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—2013. 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—2012. 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) 2013

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) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(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) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(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 2013 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2012 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2012 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2013. 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—2012. 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) 2013

Page 4

Part IV

Supplemental Information. 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) 2013

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.

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Name of the organization

Population Services International

Employer identification number

56-0942853

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 for 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 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 its Form 990PF, Part I, line 2, 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) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 2

Name of organization Population Services International

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, RESTRICTEDRESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 3

Name of organization Population Services International

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) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 4

Name of organization
Population Services International

Employer identification number

56-0942853

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) (2013)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

See separate instructions. SchCMd Bullet

Information about Schedule C (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

If the organization answered "Yes" to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

Population Services International

Employer identification number

56-0942853

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2013

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(a) Filing organization's totals	(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......	30,825
c	Total lobbying expenditures (add lines 1a and 1b) ...................	30,825
d	Other exempt purpose expenditures ........................	579,296,392
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............	579,327,217
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.	1,000,000
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................	250,000
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................		Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) Total

2a	Lobbying nontaxable amount	1,000,000	1,000,000	1,000,000	1,000,000	4,000,000

b	Lobbying ceiling amount (150% of line 2a, column(e))					6,000,000

c	Total lobbying expenditures	87,577	41,961	74,290	30,825	234,653

d	Grassroots nontaxable amount	250,000	250,000	250,000	250,000	1,000,000

e	Grassroots ceiling amount (150% of line 2d, column (e))					1,500,000

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2013

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each "Yes" response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Other activities? ..........................

Total. Add lines 1c through 1i ...............................

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ............................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation

Schedule C (Form 990 or 990EZ) 2013

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. SchDMd Bullet

Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

Population Services International

Employer identification number

56-0942853

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) 2013

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 ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	24,911,548		24,911,548
b	Buildings ................	23,381,807	4,041,972	19,339,835
c	Leasehold improvements ............	5,401,173	2,601,941	2,799,232
d	Equipment ................	4,749,746	3,184,974	1,564,772
e	Other .................	18,647,978	15,293,373	3,354,605
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				51,969,992

Schedule D (Form 990) 2013

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. 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
Other








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

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) deposits and others				10,302,612
(2) advances				24,795,730
(3) Due from Affiliates				3,943,565






Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				39,041,907

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes		0
Deposits held in trust		35,298,053
Other Liabilities		805,618
DUE TO AFFILIATES		494,091






Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		36,597,762
2. Liability for uncertain tax positions 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) 2013

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	608,545,960
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	-80,698
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d	15,660,467
e	Add lines 2a through 2d .....................			2e	15,579,769
3	Subtract line 2e from line 1.....................			3	592,966,191
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
b	Other (Describe in Part XIII.) ...........	4b	-8,936,233
c	Add lines 4a and 4b.......................			4c	-8,936,233
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	584,029,958

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	602,048,533
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d	22,729,460
e	Add lines 2a through 2d......................			2e	22,729,460
3	Subtract line 2e from line 1.....................			3	579,319,073
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
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................			4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	579,319,073

Part XIII

Supplemental Information

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.

Return Reference	Explanation
OTHER AMOUNTS NOT INCLUDED ON TAX RETURN - SCH D, PART XI, LINE 2D	Foreign Corporations' activity: 15,660,467
OTHER AMOUNTS INCLUDED ON TAX RETURN - SCH D, PART XI, LINE 4D	Cost of goods sold: -8,936,233
OTHER EXPENSES NOT INCLUDED ON TAX RETURN - SCH D, PART XII, LINE 2D	FOREIGN CORPORATIONS' ACTIVITY 13,793,227 COST OF GOODS SOLD 8,936,233 ---------- TOTAL 22,729,460
FIN 48 FOOTNOTE - SCH D, PART X, LINE 2	PSI ADOPTED THE PROVISIONS OF ASC 740-10, INCOME TAXES, ON JANUARY 1, 2007. UNDER ASC 740-10, AN ORGANIZATION MUST RECOGNIZE THE TAX BENEFIT ASSOCIATED WITH TAX POSITIONS TAKEN FOR TAX RETURN PURPOSES WHEN IT IS MORE-LIKELY-THAN-NOT THAT THE POSITION WILL BE SUSTAINED. THE IMPLEMENTATION OF ASC 740-10 HAD NO IMPACT ON PSI'S FINANCIAL STATEMENTS. PSI DOES NOT BELIEVE THERE ARE ANY UNRECOGNIZED TAX BENEFITS THAT SHOULD BE RECORDED. NO INTEREST OR PENALTIES WERE ACCRUED AS OF JANUARY 1, 2007 AS A RESULT OF THE ADOPTION OF ASC 740-10. FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012, THERE WERE NO INTEREST OR PENALTIES RECORDED OR INCLUDED IN THE STATEMENTS OF ACTIVITIES. PSI IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2009.

Schedule D (Form 990) 2013

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. Right pointing arrow large image

Information about Schedule F (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization
Population Services International

Employer identification number

56-0942853

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 its grants and

other 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 its grants and other assistance outside the United States.

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

(a) Region		(b) Number of offices in the region	(c) Number of employees, agents, and independent contractors in region	(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(e) If activity listed in (d) is a program service, describe specific type of service(s) in region	(f) Total expenditures for and investments in region
	Central America and the Caribbean	12	462	Program Services	Social Marketing	18,921,943
	East Asia and the Pacific	42	1,665	Program Services	Social Marketing	42,602,598
	North America	3	36	Program Services	Social Marketing	746,966
	Russia and the Newly Independent States	4	66	Program Services	Social Marketing	3,010,810
	South Asia	14	1,222	Program Services	Social Marketing	24,653,127
	Sub-Saharan Africa	174	3,856	Program Services	Social Marketing	364,968,678
	Central America and the Caribbean	15	369	Investments		1,940,544
	South America	1	21	Investments		2,001,262









3a	Sub-total .....	265	7,697			458,845,928
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)	265	7,697			458,845,928

For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2013

Schedule F (Form 990) 2013

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.

(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement
Central America and the Caribbean	Dominican Republic Condom Social Marketing	121,316	Check
Central America and the Caribbean	Dominican Republic HIV/STI	208,929	Check
Central America and the Caribbean	Central America Region HIV	65,588	Check
Central America and the Caribbean	Haiti Malaria prevention & Treatment	17,214	Check
Central America and the Caribbean	PASMO Belize	307,267	Wire
Central America and the Caribbean	PSI/Haiti	12,545,669	Wire
Central America and the Caribbean	Trinidad & Tobago - Society for Family Health	1,939,155	Wire
Central America and the Caribbean	PASMO Guatemala Regional Office	1,188,349	Wire
East Asia and the Pacific	Camodia HIV Prevention	61,179	Check
East Asia and the Pacific	Cambodia Family Planning & Maternal Health	12,602	Check
East Asia and the Pacific	Myanmar Family Planning & Maternal Health	115,000	Check
East Asia and the Pacific	Regional SE Asia HIV China	131,642	Check
East Asia and the Pacific	Regional SE Asia HIV Laos	83,655	Check
East Asia and the Pacific	Vietnam TB Reach	17,246	Check
East Asia and the Pacific	Vietnam HCV Prevention	6,752	Check
East Asia and the Pacific	Vietnam HIV	147,386	Check
East Asia and the Pacific	Vietnam Social Marketing	6,161	Check
East Asia and the Pacific	PNG Malaria Outreach	868,125	Check
East Asia and the Pacific	Cambodia International Family Planning Org Support	298,650	Check
East Asia and the Pacific	Nepal HIV Prevention	1,819,535	Check
East Asia and the Pacific	Regional Asia HIV	272,807	Check
East Asia and the Pacific	Myanmar Malaria MARC project	317,152	Check
East Asia and the Pacific	Myanmar Malaria Prevention and Treatment	16,035	Check
East Asia and the Pacific	Cambodia Reproductive Health	40,266	Check
East Asia and the Pacific	Philippines HIV Prevention	93,932	Check
East Asia and the Pacific	Q.House - Thailand	4,934,538	Wire
North America	PSI - Mexico	736,686	Wire
Russia and the Newly Independent States	Kazahkstan HIV	332,959	Check
Russia and the Newly Independent States	Kazahkstan Health Outreach Program	101,524	Check
Russia and the Newly Independent States	Tajikistan Health Outreach Program	291,769	Check
Russia and the Newly Independent States	Kyrgystan Health Outreach Program	168,987	Check
Russia and the Newly Independent States	Central Asia Health Outreach	305,487	Check
Russia and the Newly Independent States	Russia HIV	8,000	Check
Russia and the Newly Independent States	Center for Social Development & Information	637,724	Wire
South Asia	Pakistan International Family Planning	432,741	Check
South Asia	Nepal reduce HIV Impact	27,527	check
South Asia	nepal family planning and post-abortion care	74,028	check
South Asia	nepal malaria	272,814	check
South Asia	nepal maternal health	20,082	check
South Asia	pakistan fp and pac	151,061	check
South Asia	pakistan international family planning org support	356,601	check
South Asia	pakistan flood relief	64,341	check
South Asia	pakistan clean water	50,000	check
South Asia	pakistan family planning & maternal health	4,113,826	check
South Asia	pakistan family planning & contraception	121,632	check
South Asia	pakistan social marketing	4,681,308	check
South Asia	nepal hiv/aids prevention	18,824	check
South Asia	cambodia social marketing	753,066	check
South Asia	cambodia social marketing	2,045,369	check
South Asia	PSI/India	15,112,428	wire
Sub-Saharan Africa	guinea social marketing	89,211	check
Sub-Saharan Africa	guinea malaria prevention	186,610	check
Sub-Saharan Africa	Cote d'Ivoire HIV	141,340	check
Sub-Saharan Africa	cote d'ivoire diarrhea and malaria treatment	16,737	check
Sub-Saharan Africa	rwanda social marketing	118,468	check
Sub-Saharan Africa	rwanda HIV prevention	877,001	check
Sub-Saharan Africa	rwanda malaria	144,293	check
Sub-Saharan Africa	rwanda reproductive health	68,897	check
Sub-Saharan Africa	ethiopia hiv communication outreach	100,098	check
Sub-Saharan Africa	mulu hiv prevention	1,780,626	check
Sub-Saharan Africa	mozambique hiv prevention	124,822	check
Sub-Saharan Africa	mozambique - female condom and lgbt	85,092	check
Sub-Saharan Africa	mozambique integrated health social marketing	749,571	check
Sub-Saharan Africa	angola malaria prevention	745,831	check
Sub-Saharan Africa	angola hiv most at risk populations	561,964	check
Sub-Saharan Africa	liberia hiv & aids prevention	37,500	check
Sub-Saharan Africa	mali maternal and child health	80,855	check
Sub-Saharan Africa	mali social marketing	27,947	check
Sub-Saharan Africa	mali hiv/aids prevention	28,432	check
Sub-Saharan Africa	guinea social marketing	33,757	check
Sub-Saharan Africa	regional malaria prevention	538,142	check
Sub-Saharan Africa	tanzania hiv prevention	4,058,383	check
Sub-Saharan Africa	somalia maternal & child health	10,224,514	check
Sub-Saharan Africa	tanzania hiv prevention	172,815	check
Sub-Saharan Africa	angola integrated health	440,382	check
Sub-Saharan Africa	south sudan integrated community case management	1,747,236	check
Sub-Saharan Africa	uganda maternal health	77,307	check
Sub-Saharan Africa	congo malaria intervention	2,926,423	check
Sub-Saharan Africa	nigeria maternal health	156,771	check
Sub-Saharan Africa	regional malaria treatment	378,255	check
Sub-Saharan Africa	south sudan hiv malaria pneumonia malnutrition	1,922,632	check
Sub-Saharan Africa	nigeria family planning & maternal health	3,238,034	check
Sub-Saharan Africa	association beninoise pour le marketing social	6,388,648	wire
Sub-Saharan Africa	PSI/Botswana	1,827,064	wire
Sub-Saharan Africa	association camerounaise pour le marketing social	6,220,826	wire
Sub-Saharan Africa	association centrafricaine pour le marketing socia wire	676,058	wire
Sub-Saharan Africa	association centrafricaine pour le marketing socia	27,669,858	wire
Sub-Saharan Africa	PSI/Kenya	38,543,864	wire
Sub-Saharan Africa	PSI/Lesotho	6,245,111	wire
Sub-Saharan Africa	PSI/Madagascar	42,604,803	wire
Sub-Saharan Africa	PSI/Malawi	10,796,012	wire
Sub-Saharan Africa	Society for Family Health - South Africa	19,452,682	wire
Sub-Saharan Africa	PSI/SWAZILAND	4,724,029	wire
Sub-Saharan Africa	psi/tanzania	21,600,244	wire
Sub-Saharan Africa	psi/togo-atms	2,254,772	wire
Sub-Saharan Africa	PACE - Uganda	12,749,193	wire
Sub-Saharan Africa	society for public health - zambia	19,843,954	wire
Sub-Saharan Africa	psi/zimbabwe	33,193,917	wire
Sub-Saharan Africa	SOUTH SUDAN COUNTRY COORDINATING MECHANISM	180,323	CHECK
East Asia and the Pacific	CAMBODIA HIV PREVENTION	39,780	CHECK
East Asia and the Pacific	MYANMAR MALARIA PREVENTION & TREATMENT	756,223	CHECK

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

101

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

Schedule F (Form 990) 2013

Schedule F (Form 990) 2013Page 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) 2013

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2013

Page 5

Part V

Supplemental Information
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).

ReturnReference	Explanation
Schedule F, Part I, Line 2	PSI HAS THE RESPONSIBILITY TO ENSURE THAT OUR SUBRECIPIENTS SPEND AWARDS IN ACCORDANCE WITH THE DONOR'S APPLICABLE LAWS AND REGULATIONS AND PSI'S INTERNAL POLICIES AND PROCEDURES ON SUBRECIPIENT MANAGEMENT. THIS STATEMENT IS TRUE WHEN PSI, AS A PRIMARY RECIPIENT OF DONOR FUNDS, AWARDS PART OF THE GRANT TO A SUBRECIPIENT. COMPLIANCE WITH DONOR IMPOSED AUDITS (PROGRAM SPECIFIC OR SINGLE AUDIT, FOR EXAMPLE) IS ONLY ONE OF THE MANY SUBRECIPIENT MONITORING TOOLS AVAILABLE. SUBRECIPIENT MONITORING SHOULD OCCUR THROUGHOUT THE YEAR OR THE PROJECT PERIOD AND NOT SOLELY RELY ON A YEARLY AUDIT. MONITORING THROUGH ON A CONTINUOUS BASIS CAN TAKE MANY FORMS. A FUNDAMENTAL MONITORING TOOL IS INFORMING THE SUBRECIPIENT OF THE BASIC AWARD INFORMATION (E.G. GRANT/CONTRACT AGREEMENT NUMBER, DONOR NAME, AWARD TERM) AND APPLICABLE COMPLIANCE REQUIREMENTS. ADDITIONAL MONITORING TOOLS INCLUDE THE FOLLOWING: - 1. REVIEWING FINANCIAL PERFORMANCE REPORTS SUBMITTED BY THE SUBRECIPIENT. 2. PERFORMING SITE VISITS TO THE SUBRECIPIENT TO REVIEW FINANCIAL AND PROGRAMMATIC RECORDS AND OBSERVE OPERATIONS. 3. REGULAR CONTACT WITH THE SUBRECIPIENT AND MAKING APPROPRIATE INQUIRIES CONCERNING PROGRAM ACTIVITIES. 4. ARRANGING FOR AGREED-UPON PROCEDURES AND ENGAGEMENTS FOR CERTAIN ASPECTS OF THE SUBRECIPIENT ACTIVITIES, SUCH AS ELIGIBILITY DETERMINATION. DONOR LAWS AND REGULATIONS MAY IMPOSE SUBRECIPIENT MONITORING REQUIREMENTS SPECIFIC TO A PROGRAM. IN ADDITION, FACTORS SUCH AS THE SIZE OF THE AWARDS,PERCENTAGE OF THE PASS-THROUGH ENTITY'S TOTAL PROGRAM FUNDS AWARDED TO SUBRECIPIENTS, THE COMPLEXITY OF THE COMPLIANCE REQUIREMENTS, AND RISK OF SUBRECIPIENT NON-COMPLIANCE AS ASSESSED BY THE PASS-THROUGH ENTITY MAY INFLUENCE THE NATURE AND EXTENT OF THE MONITORING PROCEDURES. PROGRAM COMPLEXITY: PROGRAMS WITH COMPLEX COMPLIANCE REQUIREMENTS HAVE A HIGHER RISK OF NON-COMPLIANCE. PASS-THROUGH FUNDING: THE LARGER THE PERCENTAGE OF PROGRAM AWARDS PASSED THROUGH, THE GREATER THE NEED FOR PSI TO MONITOR THE SUBRECIPIENT. AMOUNT OF AWARD: LARGER DOLLAR AWARDS ARE OF GREATER RISK. SUBRECIPIENTS ARE EVALUATED AND ASSESSED TO DETERMINE IF THERE IS A NEED FOR CLOSER MONITORING. IN GENERAL, NEW SUBRECIPIENTS WOULD REQUIRE CLOSER MONITORING. EXISTING SUBRECIPIENTS WILL BE EVALUATED BASED ON RESULTS OF AWARD MONITORING AND SUBRECIPIENT AUDITS.

Schedule F (Form 990) 2013

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. right arrow

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

See separate instructions.
right arrow

Information about Schedule G (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization
Population Services International

Employer identification number

56-0942853

Part I

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

Form 990-EZ filers are not required to complete this part.

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?		(v) Amount paid to (or retained by) fundraiser listed in col. (i)
			Yes	No
	Francelia Biswas 7508 marion Street District Heights, MD20747	Stewardship gift proces		No	62,678
	Jennifer Haile 2500 Q st NW Washington, DC20007	Principal Gift office		No	107,179
	Development Resources Inc 1601 n Kent St suite 1200 arlington, VA22209	Strategy Development		No	110,880
	Sea Change Strategies 7409 birch Ave takoma park, MD20912	online marketing		No	38,410






Total .................					319,147

List all states in which the organization is registered or licensed to solicit contributions 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) 2013

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 (event type)	(b) Event #2 (event type)	(c) Other events (total number)	(d) Total events (add col. (a) through col. (c))
	1	Gross receipts . . .
	2	Less: Contributions . .
	3	Gross income (line 1 minus line 2) . . .
	4	Cash prizes . . .
	5	Noncash prizes . .
	6	Rent/facility costs . .
	7	Food and beverages .
	8	Entertainment . . .
	9	Other direct expenses .
	10	Direct expense summary. Add lines 4 through 9 in column (d) ...........
	11	Net income summary. Subtract line 10 from line 3, column (d)...........

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. Subtract line 7 from line 1, 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) 2013

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. 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).

Return Reference	Explanation

Schedule G (Form 990 or 990-EZ) 2013

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
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
Population Services International

Employer identification number
56-0942853

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	(h) Purpose of grant or assistance
(1) Abt Associates 55 Wheeler Street Cambridge,MA02138	22-6548547		16,965	Benin HIV/AIDS
(2) Care International 151 Ellis Street Atlanta,GA30303	13-1685039	501(c)(3)	770,550	Zambia HIV, Malaria and Maternal Health
(3) Cicatelli Associates Inc 505 8TH Ave Fl 16 New York,NY10018	13-3020576	501(c)(3)	165,400	Central America Regi
(4) Crown Agents USA Inc 1129 20th Street NW Suite 500 Washington,DC20036	52-2112316	501(c)(3)	174,047	Malawi Distribution and Marketing of Malaria Nets
(5) DKT International Inc 1701 K Street NW Suite 900 Washington,DC20036	58-1593137	501(c)(3)	174,465	Mozambique Social Marketing
(6) Elizabeth Glaser Pediatric AIDS Fou 1140 Connecticut Avenue NW Suit Washington,DC20036	95-4191698	501(c)(3)	233,540	Swaziland & Lesotho HIV Prevention
(7) American Red Cross 2025 E STREET NW WASHINGTON,DC20006	53-0196605	501(c)(3)	404,783	Haiti Prevention of Sexual Transmission
(8) BANYAN GLOBAL INC 1111 19TH STREET NW SUITE 630 WASHINGTON,DC20036	20-2926200	501(c)(3)	132,401	Madagascar Integrated Social Marketing
(9) BRAC USA INC 110 WILLIAM STREET NO 29TH NEW YORK,NY10038	20-8456741	501(c)(3)	779,810	South Sudan Health Services
(10) ENGENDERHEALTH INC 440 9TH AVENUE NEW YORK,NY10001	13-1623838	501(c)(3)	797,165	Tanzania HIV Prevention Ethiopia Health Services
(11) FAMILY HEALTH INTERNATIONAL 2224 E NC HWY 54 DURHAM,NC27713	23-7413005	501(c)(3)	308,537	DR Congo AIDS Zambia Male Circumcision Partnership
(12) Handicap International 6930 CARROL AVE SUIET 240 TAKOMA PARK,MD20912	55-0914744	501(c)(3)	97,276	Ethiopia Health Services
(13) Human Network International 1120 19TH NW SUITE 460 WASHINGTON,DC20036	56-2666977	501(c)(3)	153,072	Madagascar Integrated Social Marketing
(14) Interchurch Medical Assistance Inc 500 MAIN STREET PO BOX 429 NEW WINDSOR,MD21776	52-2112460	501(c)(3)	1,475,217	South Sudan Health Services
(15) International Planned Parenthood 125 MAIDEN LANE 9TH FLOOR NEW YORK,NY10038	13-1845455	501(c)(3)	315,315	Central American HIV/AIDs Program
(16) International Rescue Committee Inc 122 E 42ND ST NEW YORK,NY10168	13-5660870	501(c)(3)	3,837,595	South Sudan Health Services
(17) IntraHealth International Inc 6340 QUADRANGLE DRIVE SUITE 200 CHAPEL HILL,NC27517	55-0825466	501(c)(3)	471,424	Multi-Regional Family Planning Zambia HIV, Malaria and Maternal Health Madagascar Integrated Social Marketing
(18) IPSOS Public Affairs 1101 connectivut ave nw washington,DC20036			28,351
(19) JOHNS HOPKINS UNIVERSITY 1101 EAST 33RD ST SUITE 200 BALTIMORE,MD21218	52-0595110	501(c)(3)	1,107,963	HIV PREVENTION
(20) JOHNS HOPKINS - JHPIEGO 3910 KESWICK NON4327B BALTIMORE,MD21211	23-7424444	501(c)(3)	40,732	Swaziland HIV Prevention
(21) Malaria Consortium 56-64 LEONARD ST LONDON UK	98-0627052		1,605,331	South Sudan Health Services
(22) Marie Stopes International 1 CONWAY STREET LONDON UK	54-1901882	501(c)(3)	2,221,854	Regional Male Circumcision Partnership
(23) Medic Mobile Inc 144 2ND ST LOWER LEVEL SAN FRANCISCO,CA94105	27-5104203	501(c)(3)	22,846	Regional Monitoring
(24) Medical Care Development Inc 11 PARKWOOD DR AUGUST,ME04330	01-6022787	501(c)(3)	224,771	Madagascar Malaria Nets
(25) Medical Emergency Relief International 1600 K ST NW SUITE 700 WASHINGTON,DC20006	31-1626435	501(c)(3)	622,819	South Sudan Health Services
(26) PACT INC 1828 L ST SUITE 300 NW WASHINGTON,DC20036	13-2702768	501(c)(3)	2,935,553	Mozambique Integrated Health Social Marketing Malawi Evidence Based Targeted High Risk Behavior SE Asia Disease Prevention
(27) PATH 8220 CASTOR AVE PHILADELPHIA,PA19152	23-7313698	501(c)(3)	48,900	India Sustainable Improvements
(28) Pathfinder International 9 GALEN ST SUITE 217 WATERTOWN,MA02472	53-0235320	501(c)(3)	566,808	Mozambique HIV Prevention
(29) Population Council ONE DAG HAMMARSKJOLD PLAZA 9TH FLO NEW YORK,NY10017	13-1687001	501(c)(3)	1,327,544	Regional South Africa HIV Zambia Evaluation of HIV/FP Service Zambia HIV, Malaria and Maternal Health
(30) Project HOPE 255 CARTER HALL LANE MILLWOOD,VA22646	53-0242962	501(c)(3)	559,953	Central Asia Health Outreach Program
(31) Population Media Center PO BOX 547 SHELBURNE,VT05482	03-0358029	501(c)(3)	150,000	Burundi Expanding Family Planning
(32) RTI International 3040 E CORNWALLIS ROAD RESEARCH TRIANLE,NC27709	56-0686338	501(c)(3)	151,862	Regional Asia HIV Prevention
(33) Save the Children Federation Inc 54 WILTON ROAD WESTPORT,CT06880	06-0726487	501(c)(3)	1,600,719	Regional Asia HIV Prevention South Sudan Single Stream Funding
(34) Social Impact INC 4312 MAIN ST APT 406 PHILADELPHIA,PA19127	27-4002976	501(c)(3)	458,418	Congo HIV, Malaria, Family Planning, Water
(35) The Luke Commission Inc PO BOX 4668 SAGLE,ID83860	20-8635797	501(c)(3)	321,400	Swaziland Combination Prevention Program
(36) WATER FOR PEOPLE 100 E TENNESSEE AVE DENVER,CO80209	84-1166148	501(c)(3)	41,690	India Sustainable Improvements
(37) World Vision International 800 WEST CHESTNUT AVE MONROVIA,CA91016	95-3202116	501(c)(3)	385,379	South Sudan Health Services

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) 2013

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	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
Part I Description of Procedure for Monitoring Use of Funds	See Schedule F, Part V

Schedule I (Form 990) 2013

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, line 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

Population Services International

Employer identification number

56-0942853

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....

Yes

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

Yes

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? ................

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

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

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) 2013

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)Karl W HofmannPresident, CEO	(i) (ii)	334,999 0	57,500 0	414 0	27,500 0	24,133 0	444,546 0
(2)Peter ClancyExecutive VP, COO	(i) (ii)	293,230 0	47,500 0	744 0	27,500 0	23,300 0	392,274 0
(3)Kim A SchwartzSVP, CFO	(i) (ii)	269,105 0	47,500 0	774 0	27,500 0	17,658 0	362,537 0
(4)Sally G CowalSVP, CLO	(i) (ii)	187,303 0	30,000 0	120,344 0	25,944 0	738 0	364,329 0
(5)Brian SmithSVP, CSRO	(i) (ii)	183,801 0	20,668 0	270 0	19,457 0	18,897 0	243,093 0
(6)Kathryn M RobertsVP, CORP MKTING, COMM ADVOCACY	(i) (ii)	251,053 0	30,000 0	770 0	27,500 0	5,353 0	314,676 0
(7)Desmond ChavasseVP, Malaria control & child su	(i) (ii)	171,061 0	40,000 0	87,614 0	8,475 0	11,467 0	318,617 0
(8)David J ReeneSVP, Country Rep	(i) (ii)	147,397 0	9,000 0	135,304 0	21,433 0	11,811 0	324,945 0
(9)Krishna Jafa BhushanSr Director, SRHT	(i) (ii)	186,000 0	9,500 0	180 0	15,645 0	14,130 0	225,455 0
(10)Moussa AbboSr Regional director - wca	(i) (ii)	164,677 0	15,000 0	414 0	17,924 0	18,893 0	216,908 0
(11)Douglas F CallSR REGIONAL DIR - S. AFRICA	(i) (ii)	159,694 0	30,000 0	180 0	17,350 0	18,881 0	226,105 0
(12)Lisa Simutamiregional director - e. africa	(i) (ii)	159,597 0	15,000 0	472 0	17,326 0	18,880 0	211,275 0
(13)Judith Heichelheimregional director - lac	(i) (ii)	145,008 0	10,000 0	0 0	13,640 0	18,845 0	187,493 0
(14)Barry Whittlesr country rep	(i) (ii)	145,000 0	8,075 0	140,413 0	7,973 0	9,626 0	311,087 0
(15)Christian R Jonessr country rep	(i) (ii)	119,218 0	2,375 0	131,137 0	5,828 0	9,555 0	268,113 0
(16)Eric W Seastedtcountry rep	(i) (ii)	104,216 0	2,850 0	139,659 0	5,079 0	9,524 0	261,328 0
(17)Dana Tilsonassociate director	(i) (ii)	118,347 0	7,500 0	110,269 0	5,729 0	9,558 0	251,403 0
(18)Daun M Festdeputy regional director	(i) (ii)	132,542 0	7,000 0	88,370 0	6,497 0	7,855 0	242,264 0

Schedule J (Form 990) 2013

Page 3

Part III

Supplemental Information

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.

Return Reference	Explanation
Incentive compensation policy	THE ORGANIZATION MAINTAINS AN INCENTIVE COMPENSATION POLICY AS A MEANS OF REWARDING EMPLOYEES IN THEIR ACHIEVING INDIVIDUAL AND ORGANIZATIONAL GOALS.
Schedule J, Part II, Column (III)	OTHER REPORTABLE COMPENSATION INCLUDES HOUSING AND EDUCATIONAL ALLOWANCES, DANGER PAY, POST ALLOWANCE AND POST DIFFERENTIAL. THESE COSTS APPLY TO THOSE EMPLOYEES LISTED ON SCHEDULE J, WHO ARE BASED OVERSEAS.

Schedule J (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.
SchKMediumBullet

Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
Population Services International

Employer identification number
56-0942853

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	District of Columbia	53-6001131	2548392E2	11-01-2007	28,200,000	Purchase of land, office bldg, and		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	28,200,000
2 Amount of bonds legally defeased . . . . . . . . . . .	0
3 Total proceeds of issue . . . . . . . . . . . . . .	0
4 Gross proceeds in reserve funds . . . . . . . . . . . .	0
5 Capitalized interest from proceeds . . . . . . . . . . .	0
6 Proceeds in refunding escrows . . . . . . . . . . . .	0
7 Issuance costs from proceeds . . . . . . . . . . . .	176,250
8 Credit enhancement from proceeds . . . . . . . . . . .	0
9 Working capital expenditures from proceeds . . . . . . . . .	0
10 Capital expenditures from proceeds . . . . . . . . . . .	28,023,750
11 Other spent proceeds . . . . . . . . . . . . . .	0
12 Other unspent proceeds . . . . . . . . . . . . . .	0
13 Year of substantial completion . . . . . . . . . . . .	2007
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .	X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X

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

Cat. No. 50193E

Schedule K (Form 990) 2013

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0 %
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	0 %
6 Total of lines 4 and 5 . . . . . . . . . . . . .	0 %
7 Does the bond issue meet the private security or payment test? . . . . .		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of.	0 %
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? . . . . . . .		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .	X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .
b Exception to rebate? . . . . . . . .
c No rebate due? . . . . . . . .
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .	X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X
b Name of provider . . . . . . . . .	0
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . .
e Was the hedge terminated? . . . . . .

Schedule K (Form 990) 2013

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X
b Name of provider . . . . . . . . .	0
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?

Part VI

Supplemental Information. Provide additional information for responses to questions on Schedule K (see instructions).

Return Reference	Explanation

Schedule K (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

Noncash Contributions

Complete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image

Attach to Form 990.
Right pointing arrow large image

Information about Schedule M (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

Population Services International

Employer identification number

56-0942853

Part I

Types of Property

	(a) Check if applicable	(b) Number of contributions or items contributed	(c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g	(d) Method of determining noncash contribution amounts
1 Art—Works of art ....
2 Art—Historical treasures .
3 Art—Fractional interests ..
4 Books and publications ..
5 Clothing and household goods .......
6 Cars and other vehicles ..
7 Boats and planes ....
8 Intellectual property ...
9 Securities—Publicly traded .	X	9	46,068,352	FMV
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...
20 Drugs and medical supplies .
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( Commodities )	X	66	69,090,982	FMV
26 Other ( )
27 Other ( )
28 Other ( )

Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...

Yes

30a

During the year, did the organization receive by contribution any property reported in Part I, lines 1 through 28, that

it must hold for at least three years from the date of the initial contribution, and which is not required to be used

for exempt purposes for the entire holding period? ..................

30a

If "Yes," describe the arrangement in Part II.

Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?

32a

Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contributions? ..........................

32a

If "Yes," describe in Part II.

If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,

describe in Part II.

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

Cat. No. 51227J

Schedule M (Form 990) (2013)

Page 2

Part II

Supplemental Information. Provide the information required by Part I, lines 30b,
32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.

Return Reference	Explanation

Schedule M (Form 990) (2013)

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.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

Population Services International

Employer identification number

56-0942853

Return Reference	Explanation
FORM 990, PART III, LINE 1 - DESCRIPTION OF ORGANIZATION MISSION:	MEASURABLY IMPROVE THE HEALTH OF PEOPLE IN THE DEVELOPING WORLD, PRINCIPALLY THROUGH SOCIAL MARKETING BY FOCUSING ON SERIOUS CHALLENGES LIKE A LACK OF FAMILY PLANNING, HIV AND AIDS, BARRIERS TO MATERNAL HEALTH, AND THE GREATEST THREATS TO CHILDERN UNDER FIVE, INCLUDING MALARIA, DIARRHEA, PNEUMONIA, AND MALNUTRITION.
FORM 990, PART V, LINE 4B - LIST OF FOREIGN COUNTRIES:	ANGOLA, BELIZE, BENIN (DAHOMEY), BOTSWANA, BURUNDI, CAMBODIA, CAMEROON, TRINIDAD & TOBAGO, CENTRAL AFRICAN REP, KAZAKHSTAN, KYRGYZSTAN, TAJIKISTAN, CHINA, COSTA RICA, COTE D IVOIRE, CONGO, DEM REP, DOMINICAN REPUBLIC, EL SALVADOR, ETHIOPIA, GUATEMALA, GUINEA, HAITI, HONDURAS, INDIA, KENYA, LAOS, LESOTHO, MADAGASCAR, MALAWI, MALI, MEXICO, MOZAMBIQUE, BURMA, NEPAL, NICARAGUA, NIGERIA, PAKISTAN, PANAMA, PAPUA NEW GUINEA, PARAGUAY, RUSSIA, RWANDA, SOMALIA, SOUTH AFRICA, SUDAN, SWAZILAND, TANZANIA, THAILAND, TOGO, UGANDA, VIETNAM, ZAMBIA, ZIMBABWE
FORM 990, PART VI, SECTION B, LINE 11 - REVIEW OF FORM 990:	THE ORGANIZATION'S GOVERNING BODY IS PRESENTED WITH A DRAFT OF THE FORMS 990 AND 990T PRIOR TO FILING. THE audit and compliance committee OF THE GOVERNING BODY IS ABLE TO SPEAK DIRECTLY WITH THE PREPARER TO HAVE ANY QUESTIONS OR CONCERNS ANSWERED. THE audit and compliance committee AUTHORIZES THAT THE FILINGS BE FINALIZED AND SUBMITTED TO THE INTERNAL REVENUE SERVICE.
FORM 990, PART VI, SECTION B, LINE 12C - CONFLICTS OF INTEREST POLICY:	THE ORGANIZATION REQUIRES OFFICERS, DIRECTORS, AND KEY EMPLOYEES TO COMPLETE THE FORM ANNUALLY AND THE FORMS ARE REVIEWED FOR ANY DISCLOSURES. A DECISION IS MADE TO DETERMINE WHETHER THE DIRECTOR MUST ABSTAIN IN VOTING ON ANY MATTERS WHERE THE CONFLICT MAY BE AN ISSUE.
FORM 990, PART VI, SECTION B, LINE 15 - DETERMINING OFFICER COMPENSATION:	THE CEO CONSULTS WITH THE BOARD ON COMPENSATION FOR OTHER KEY EMPLOYEES. THE ORGANIZATION MAINTAINS AN INCENTIVE COMPENSATION POLICY AS A MEANS OF REWARDING EMPLOYEES IN THEIRACHEIVING INDIVIDUAL AND ORGANIZATIONAL GOALS. COUNTRY REPRESENTATIVES' INCENTIVE COMPENSATION IS DETERMINED ACCORDING TO A FORMULA WHICH ASSIGNS MONETARY VALUE TO INCREASES IN CERTAIN SPECIFIC MEASURABLE CRITERIA,INCLUDING BUT NOT LIMITED TO, INCREASES IN E.G., DALYS OR OTHER HEALTH IMPACT METRIC DEEMED APPROPRIATE FOR THE YEAR IN QUESTION OVER THE PRIOR YEAR; INCREASES IN ACTIVE PROJECT VALUE AND UNRESTRICTED FUND BALANCES OVER THE PREVIOUS YEAR. THE CEO IN CONSULTATION WITH THE COO AND REGIONAL DIRECTORS, MAY ADJUST AMOUNTS INDICATED BY FORMULA RESULTS AT HIS DISCRETION.
FORM 990, PART VI, SECTION C, LINE 19 - AVAILABLITY OF OTHER DOCUMENTS:	THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST.
SCHEDULE M, LINE 25:	COMMODITIES RECEIVED INCLUDE CONTRACEPTIVES, ORAL REHYDRATION SALTS, INSECTICIDE TREATED NETS FOR MALARIA PREVENTION AND SAFE WATER SYSTEMS.
FORM 990, PART XII, LINE 2C- OVERSIGHT OF AUDIT:	THERE HAVE BEEN NO CHANGES DURING THE YEAR IN THE PROCESS FOR OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS.
FORM 990,PART XI, LINE 9 - RECONCILIATION OF NET ASSETS:	FOREIGN CURRENCY TRANSLATION $422,305
FORM 990, PART VI, SECTION 1, LINE 5 - DIVERSION OF ASSETS	During 2013, PSI became aware of significant diversions of assets totaling $593,028 in different instances across eight countries. For all instances reported, PSI performed investigations to determine the extent of the issue, reported the value to any funders whose activities were impacted by the diversions, ensured that funds were returned from other sources, and identified improvements to internal controls to reduce the risk of similar occurrences. The staff involved in these instances are no longer employed by PSI. In a separate incident, PSI suffered a loss of product with a value of $453,316 due to a theft of injectables from its country's central warehouse after the local Ministry of Health warehouse encountered a fire which resulted in a loss of all other injectables within the country. No PSI staff have been implicated in this incident and it appears to have been perpetrated by third parties.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990. MediumBullet

See separate instructions.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

Population Services International

Employer identification number

56-0942853

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on 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) Prudence LLC 1120 19th Street NW Washington,DC20036 20-8836430	Real Estate	DC	2,529,738	54,503,864	PSI

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on 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) PASMO Belize 1296 Marble Cone Dr Belize City BH	MARKETING	BH			PSI		No
(2) Association Beninoise pour le Marke BP 08-0876 Tri postal Cotonou RB Cotonou BN	MARKETING	BN			PSI		No
(3) PSIBotswana Kgale Mews Unit 13 Gaborone BC	MARKETING	BC			PSI		No
(4) Association Camerounaise pour le Ma BP 14025 Mballa II face Dragages Yaounde CM	MARKETING	CM			PSI		No
(5) Association Centrafricaine pour le BP 127 Avenue de lIndependence Bangui CT	MARKETING	CT			PSI		No
(6) Association de Sant Familiale - DRC 232 AVENUE TOMBALBAYE IMMEUBLE SOCI KINSHASA CG	MARKETING	CG			PSI		No
(7) PSIINDIA DLF CYBER CITY BUILDING NO 10 GURGAON IN	MARKETING	IN			PSI		No
(8) PSIHAITI 157 RUE LOUVERTURE PETION-VILLE HA	MARKETING	HA			PSI		No
(9) PSIKENYA 2ND FLOOR WING B JUMUIA PLACE NAIROBI KE	MARKETING	KE			PSI		No
(10) PSIMADAGASCAR IMMEUBLE FIARO AMPEFILOHA ESCALIE ANTANANRIVO 101 MA	MARKETING	MA			PSI		No
(11) PSIMALAWI WESTBURY HOUSE PLOY NY 312 MACLEOD BLANTYRE MI	MARKETING	MI			PSI		No
(12) PSIMEXICO MANUEL WILLALONGIN NO 150 COLONIA MEDICO DISTRITO FEDERAL C.P. 06500 MX	MARKETING	MX			PSI		No
(13) SOCIETY FOR FAMILY HEALTH - S Africa METROPARK BLOCK B JOHANNESBURG SF	MARKETING	SF			PSI		No
(14) CNTR FOR SOCIAL DVLPMT & INFO - RUSSIA LENINGRADSKY PROPEKT 68 BLDG 16 MOSCOW RS	MARKETING	RS			PSI		No
(15) PSITANZANIA HAILE SELASSIE ROAD MASKI MSASANI SAR ES SALAAM TZ	MARKETING	TZ			PSI		No
(16) QHOUSE - THAILAND CONVENT BUILDING UNIT 12A 12TH F BANGKOK 10500 TH	MARKETING	TH			PSI		No
(17) PSITOGO - ATMS IMMEUBLE AUBA 1ER TAGE BP 13804 LOME TO	MARKETING	TO			PSI		No
(18) SOCIETY FAMILY HEALTH-TRINIDAD & TOBAGO 13 HENRY PIERRE STREET WOODBROOK PORT OF SPAIN TD	MARKETING	TD			PSI		No
(19) PACE - UGANDA PLOT 2 IBIS VALE PO BOX 2 KOLOLO UG	MARKETING	UG			PSI		No
(20) SOCIETY FOR PUBLIC HEALTH - ZAMBIA PLOT NO 549 ITUNA ROAD RIDGEWAY LUSAKA ZA	MARKETING	ZA			PSI		No
(21) PSIZIMBABWE BLOCK E -EMERALD OFFICE PARK HARARE ZI	MARKETING	ZI			PSI		No
(22) PSILESOTHO 138 MOSHOE ROAD INDUSTRIAL AREA MASERU 100 LT	MARKETING	LT			PSI		No
(23) PSISWAZILAND DLANUBEKA BUILDING 6TH FLOOR MBABANE WZ	MARKETING	WZ			PSI		No
(24) PASMOGUATEMALA REGIONAL OFFICE 13 CALLE 3-40 ZONA 10 GUATEMALA GT	MARKETING	GT			PSI		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2013

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on 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 V-UBI 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 V-UBI 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" on 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	(h) Percentage ownership	(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
(1) ASOCIACION PANAMERICANA DE MERCADEO primera calle poniente y 51 avenida san salador ES	social marketing	ES	PSI	C CORP	2,253,353	804,818	99.480 %		No
(2) ASOCIACION PANAMERICANA DE MERCADEO 5 Avenida 15-45 Zona 10 Guatemala City GT	social marketing	GT	PSI	c corp	6,460,072	1,244,932	99.980 %		No
(3) ASOCIACION PANAMERICANA DE MERCADEO Colonia Castanos Bloque 3 Casa N Tegucigalpa HO	social marketing	HO	PSI	C Corp	1,182,880	182,780	83.180 %		No
(4) ASOCIACION PANAMERICANA DE MERCADEO Carretera Masaya km 10 1/4 Managua NU	social marketing	NU	PSI	C Corp	2,045,238	1,259,653	99.980 %		No
(5) PROYECTOS EN SALUD INTEGRAL (PSI) S Edificio 3335 en Barrio Escalante San Jose CS	social marketing	CS	PSI	C Corp	728,627	335,381	99.980 %		No
(6) PANAMERICAN SOCIAL MARKETING ORG INC EDIFICIO DE LESSEP PISO 3 OFICINA31 CIUDAD DE PANAMA PM	social marketing	PM	PSI	C CORP	960,193	479,815	99.980 %		No
(7) PSI PARAGUAT SOCIEDAD ANONIMA 1844 CASI JOSE MARTI ASUNCION PA	social marketing	PA	PSI	C CORP	2,030,104	2,724,279	100.000 %		No

Schedule R (Form 990) 2013

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on 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) . . . . . . . . . . . . . . . . . . . .

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) . . . . . . . . . . . . . . . . . . . . .

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

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

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

Yes

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

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

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 related organization	(b) Transaction type (a-s)	(c) Amount involved
(1) Asociacion Panamericana De Mercadeo-EL SALVAD	q	1,576,674
(2) Asociacion Panamericana De Mercadeo-GUATEMALA	q	3,116,639
(3) Asociacion Panamericana De Mercadeo-NICARAGUA	q	910,176
(4) Proyectos En Salud Integral (PSI) S	q	271,255
(5) ASSOCIATION PANAMERICANA DE MERCADEO-HONDURAS	q	122,000
(6) PASMO BELIZE	b	307,267
(7) ASSOCIATION BENINOISE POUR LE MARKETING SOCIA	b	6,388,648
(8) PSIBOTSWANA	b	1,827,064
(9) ASSOCIATION CAMEROUNAISE POUR LE MARKETING	b	6,220,826
(10) ASSOCIATION CENTRAFICAINE POUR LE MARKETING	b	676,058
(11) ASSOICATION DE SANTE FAMILIALE - DRC	b	27,669,858
(12) PSIHAITI	b	12,545,669
(13) PSIINDA	b	15,112,428
(14) PSIKENYA	b	38,543,864
(15) PSILESOTHO	b	6,245,111
(16) PSIMADAGASCAR	b	42,604,803
(17) PSIMALAWI	b	10,796,012
(18) POS - MEXICO	b	736,686
(19) CENTER FOR SOCIAL DEVELOPMENT & INFO - RUSSIA	b	637,724
(20) SOCIETY FOR FAMILY HEALTH - SOUTH AFRICA	b	19,452,682
(21) PSISWAZILAND	b	4,724,029
(22) PSITANZANIA	b	21,600,244
(23) QHOUSE - THAILAND	b	4,934,538
(24) PSITOGO - ATMS	b	2,254,772
(25) SOCIETY FOR FAMILY HEALTH	b	1,939,155
(26) PACE - UGANDA	b	12,749,193
(27) SOCIETY FOR PUBLIC HEALTH - ZAMBIA	b	19,843,954
(28) PSIZIMBABWE	b	33,193,917
(29) PASMO GUATEMALA REGIONAL OFFICE	b	1,188,349

Schedule R (Form 990) 2013

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on 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 V?UBI 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 V?UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2013

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2013

Additional Data

Software ID:
Software Version:

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 organization may 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, Information 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