TY 2014 Form 990

(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)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) LARRY MCCURRY........................................................................ INTERIM PRESIDENT/CEO	35.00 .......................	X	X	30,000	0
(2) MARK BATENIC........................................................................ TRUSTEE	2.00 .......................	X		0	0
(3) DENNIS BELCASTRO........................................................................ TRUSTEE	2.00 .......................	X		0	0
(4) RICK BRINDLE........................................................................ TRUSTEE	2.00 .......................	X		0	0
(5) PAUL COOKE........................................................................ TRUSTEE	2.00 .......................	X		0	0
(6) DAVE JONES........................................................................ TRUSTEE	2.00 .......................	X		0	0
(7) TODD JONES........................................................................ TRUSTEE	2.00 .......................	X		0	0
(8) JAMES F KELLER........................................................................ TRUSTEE	2.00 .......................	X		0	0
(9) PETER LARKIN........................................................................ TRUSTEE	2.00 .......................	X		0	0
(10) JOHN MAYER........................................................................ TRUSTEE	2.00 .......................	X		0	0
(11) MICHAEL NEEDLER JR........................................................................ TRUSTEE	2.00 .......................	X		0	0
(12) KEITH OLSCAMP........................................................................ TRUSTEE	2.00 .......................	X		0	0
(13) DAVID ORGEL........................................................................ TRUSTEE	2.00 .......................	X		0	0
(14) ART POTASH........................................................................ TRUSTEE	2.00 .......................	X		0	0
(15) DAVID W SCHOEDER........................................................................ TRUSTEE	2.00 .......................	X		0	0
(16) LESLIE SARASIN........................................................................ TRUSTEE	2.00 .......................	X		0	0
(17) PAULINE BROWNE TOLER........................................................................ CFO	35.00 .......................		X	136,857	29,590

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 domestic organizations and domestic governments. See Part IV, line 21 ....	4,530,863	4,530,863
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............	25,000	25,000
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....	320,563	99,280	138,783	82,500
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	175,000		175,000
7	Other salaries and wages ....	114,116	49,467	31,273	33,376
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	22,028	4,285	10,832	6,911
9	Other employee benefits .......	10,109	1,004	3,528	5,577
10	Payroll taxes ...........	31,841	7,642	17,831	6,368
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	3,098		3,098
c	Accounting ...........	23,083		23,083
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	22,617		22,617
12	Advertising and promotion ....
13	Office expenses .......	13,788	1,372	11,509	907
14	Information technology ......
15	Royalties ..
16	Occupancy ...........	25,584	6,140	14,583	4,861
17	Travel ............	1,371		1,371
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	9,811		9,811
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	1,222	293	697	232
23	Insurance ..............	4,042		4,042
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	MATERIALS	196,707			196,707
b	LICENSE AND FEES	6,692			6,692
c	EQUIPMENT REPAIR/MAINTE	2,816		2,816
d	LEASE PAYMENTS	1,861		1,861
e	All other expenses	1,147		1,147
25	Total functional expenses. Add lines 1 through 24e	5,543,359	4,725,346	473,882	344,131
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	291,819	1	113,622
2	Savings and temporary cash investments .........	1,577,700	2	879,433
3	Pledges and grants receivable, net ...........	464,761	3	3,993
4	Accounts receivable, net .............	44,892	4	38,638
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
			5
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
			6
7	Notes and loans receivable, net .............		7
8	Inventories for sale or use ..............	6,419	8	636
9	Prepaid expenses and deferred charges ..........	9,286	9	7,950
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	33,543
b	Less: accumulated depreciation .....	10b	31,588	3,178	10c	1,955
11	Investments—publicly traded securities ..........		11
12	Investments—other securities. See Part IV, line 11 .....	72,503	12
13	Investments—program-related. See Part IV, line 11 .....		13
14	Intangible assets ...............		14
15	Other assets. See Part IV, line 11 ...........	2,100	15	2,100
16	Total assets. Add lines 1 through 15 (must equal line 34)......	2,472,658	16	1,048,327
	17	Accounts payable and accrued expenses .........	58,748	17	2,249
18	Grants payable .................	820,440	18	140,018
19	Deferred revenue ................		19
20	Tax-exempt bond liabilities .............		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
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..........		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ....		24
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....................	4,985	25	2,895
26	Total liabilities. Add lines 17 through 25.........	884,173	26	145,162
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	1,588,485	27	903,165
28	Temporarily restricted net assets ...........		28
29	Permanently restricted net assets ...........		29
	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 ...........	1,588,485	33	903,165
34	Total liabilities and net assets/fund balances ........	2,472,658	34	1,048,327

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

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

MAKING CHANGE

Employer identification number

48-1003869

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 in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............................

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

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	4,351,073	4,152,363	4,880,348	5,923,833	4,849,550	24,157,167
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3	4,351,073	4,152,363	4,880,348	5,923,833	4,849,550	24,157,167
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)..
6	Public support. Subtract line 5 from line 4.						24,157,167

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
7	Amounts from line 4..	4,351,073	4,152,363	4,880,348	5,923,833	4,849,550	24,157,167
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	5,694	7,675	6,763	6,613	5,902	32,647
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support Add lines 7 through 10.						24,189,814

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

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

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

99.870 %

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

99.830 %

16a

33 1/3% support test—2014. 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—2013. 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—2014. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. 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 VI 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) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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 VI.) ..
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 section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2014. 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—2013. 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) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

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

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2014

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

MAKING CHANGE

Employer identification number

48-1003869

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 value of contributions to (during year)
3	Aggregate value of 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)

Revenue 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:

Revenue 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) 2014

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, for escrow or custodial account liability?

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 .................
b	Buildings ................
c	Leasehold improvements ............
d	Equipment ................	33,543	31,588	1,955
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				1,955

Schedule D (Form 990) 2014

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









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

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
DEFERRED RENT		2,895








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		2,895
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) 2014

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	4,858,039
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	2,587
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................			2e	2,587
3	Subtract line 2e from line 1.....................			3	4,855,452
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
c	Add lines 4a and 4b.......................			4c	0
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	4,855,452

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	5,543,359
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
e	Add lines 2a through 2d......................		2e	0
3	Subtract line 2e from line 1.....................		3	5,543,359
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	0
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5	5,543,359

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

Schedule D (Form 990) 2014

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

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization
MAKING CHANGE

Employer identification number

48-1003869

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)	(f) Total expenditures for and investments in region
	EAST ASIA AND THE PACIFIC	0	0	GRANTS TO RECIPIENTS LOCATED IN REGION	25,000
















3a	Sub-total .....	0	0		25,000
b	Total from continuation sheets to Part I ...	0	0		0
c	Totals (add lines 3a and 3b)	0	0		25,000

For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2014

Schedule F (Form 990) 2014

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.

(a)(c) Region	(b)(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement
EAST ASIA & THE PACIFIC	HUNGER PROGRAM	25,000	WIRE TRANSFER

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

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

Schedule F (Form 990) 2014

Schedule F (Form 990) 2014Page 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) 2014

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2014

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
PART I, LINE 2:	MAKING CHANGE DOES NOT HAVE A PROCEDURE FOR MONITORING THE USE OF THE GRANT FUNDS OUTSIDE THE UNITED STATES. RETAILERS DESIGNATE THE GRANT RECIPIENTS AND IT IS THEIR RESPONSIBILITY TO MONITOR THE USE OF THE FUNDS.

Schedule F (Form 990) 2014

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

2014

Open to Public
Inspection

Name of the organization
MAKING CHANGE

Employer identification number
48-1003869

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 Domestic Organizations and Domestic Governments. 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 section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) WOUNDED WARRIOR PROJECT 4899 BELFORT RD JACKSONVILLE,FL32256	20-2370934	501(C)(3)	13,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(2) BRENT CELEK'S TAKE FLIGHT FOUNDATION 59 CAVALIER BLVD SUITE 310 FLORENCE,KY41012	27-2662877	501(C)(3)	13,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(3) EAGLES YOUTH PARTNERSHIP ONE NOVACARE WAY PHILADELPHIA,PA19145	23-2794290	501(C)(3)	30,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(4) CAPE MAY COUNTY SPECIAL SERVICES SCHOOL DISTRICT 750 WEST CENTER ST WEST BRIDGEWATER,MA02379	22-2058696	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(5) PHILABUNDANCE 3616 SOUTH GALLOWAY ST PHILADELPHIA,PA19148	23-2290505	501(C)(3)	65,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(6) THE SALVATION ARMY 8787 N STEMMONS FREEWAY STE 800 DALLAS,TX75247	58-0660607	501(C)(3)	93,927	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(7) SUSAN G KOMEN FOR THE CURE PHILADELPHIA AFFILATE 125 SOUTH 9TH ST SUITE 202 PHILADELPHIA,PA19107	75-2949264	501(C)(3)	19,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(8) THE GREATER PHILADELPHIA COALITION AGAINST HUNGER 1725 FAIRMOUNT AVE SUITE102 PHILADELPHIA,PA19130	26-2727680	501(C)(3)	22,033	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(9) THE SAFEWAY FOUNDATION 5918 STONERIDGE MALL RD PLEASANTON,CA94588	91-2144510	501(C)(3)	76,321	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(10) MONTANA NO KID HUNGRY 2401 COLONIAL DRIVE HELENA,MT59604	81-0302402	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(11) THE SAFEWAY FOUNDATION 5918 STONERIDGE MALL RD PLEASANTON,CA94588	23-7185185	501(C)(3)	49,885	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(12) WYLIE PIRATES ATHLETIC BOOSTER CLUB PO BOX 1506 WYLIE,TX75098	75-1668973	501(C)(3)	9,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(13) TODAY FOUNDATION PO BOX 225748 DALLAS,TX75222	47-1018858	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(14) BOYS AND GIRLS CLUB OF GREATER DALLAS PO BOX 140189 DALLAS,TX75214	75-1152657	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(15) THE SAFEWAY FOUNDATION 5918 STONERIDGE MALL RD PLEASANTON,CA94588	91-2144510	501(C)(3)	16,157	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(16) RAMONA OUTDOOR COMMUNITY CENTER 421 AQUA LANE RAMONA,CA92065	23-7175673	501(C)(3)	7,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(17) ROTARY CLUB OF CHINA LAKE PO BOX 1465 RIDGECREST,CA93556	95-6095739	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(18) THE SAFEWAY FOUNDATION 5918 STONERIDGE MALL RD PLEASANTON,CA94588	91-2144510	501(C)(3)	94,584	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(19) ALBUQUERQUE CHRISTIAN CHILDREN'S HOME 5700 WINTER HAVEN RD NW ALBUQUERQUE,NM87120	23-7122398	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(20) PHOENIX CHILDREN'S HOSPITAL FOUNDATION 2929 CAMELBACK ROAD SUITE 122 PHOENIX,AZ85016	74-2421549	501(C)(3)	50,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(21) ULAN 1201 N DECTUR BLVD SUITE106 LAS VEGAS,NV89108	88-0344011	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(22) SECOND HARVEST FOOD BANK 1234 EAST FRONT AVE SPOKANE,WA99202	23-7173826	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(23) GALLOPING GRACE YOUTH RANCH PO BOX 44186 RIO RANCHO,NM87174	26-1164672	501(C)(3)	17,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(24) NEW MEXICO COPS 28A AVENIDA DE MONLINO ESPANOLA,NM87532	46-0494592	501(C)(3)	12,448	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(25) SUNRISE CHILDREN'S HOSPITAL 2795 EAST DESERT INN RD SUITE 100 LAS VEGAS,NV89121	88-0306804	501(C)(3)	43,189	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(26) CARRIE TINGLEY HOSPITAL FOUNDATION PO BOX 25424 ALBUQUERQUE,NM87125	85-6012236	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(27) CARRIE TINGLEY HOSPITAL FOUNDATION PO BOX 25424 ALBUQUERQUE,NM87125	85-6012236	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(28) CARRIE TINGLEY HOSPITAL FOUNDATION PO BOX 25424 ALBUQUERQUE,NM87125	85-6012236	501(C)(3)	68,837	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(29) PHOENIX CHILDREN'S HOSPITAL FOUNDATION 2929 E CAMELBACK RD PHOENIX,AZ85016	74-2421549	501(C)(3)	44,731	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(30) FEED THE CHILDREN INC 333 N MERIDIAN AVE OKLAHOMA CITY,OK73107	73-6108657	501(C)(3)	16,790	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(31) FRED HUTCHINSON CANCER RESEARCH CENTER 1100 FAIRVIEW AVE N JS-200 SEATTLE,WA98109	23-7156071	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(32) THE SAFEWAY FOUNDATION 5918 STONERIDGE MALL RD PLEASANTON,CA94588	91-2144510	501(C)(3)	70,051	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(33) WEST OHIO FOOD BANK 1380 EAST KIBBY ST LIMA,OH45804	34-1587528	501(C)(3)	5,424	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(34) BREAD OF LIFE OUTREACH 7840 KY 40 WEST OIL SPRINGS,KY41238	56-2436777	501(C)(3)	6,229	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(35) CENTRAL PA FOOD BANK 3908 CORY RD HARRISBURG,PA17109	23-2202250	501(C)(3)	6,394	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(36) SPECIAL OLYMPICS ILLINOIS 150 PIERCE RD SUITE 400 ITASCA,IL60143	36-2922811	501(C)(3)	75,823	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(37) MUSCULAR DYSTROPHY ASSOCIATION 222 S RIVERSIDE PLAZA SUITE 1500 CHICAGO,IL60606	13-1665552	501(C)(3)	110,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(38) BEARS CARES 1920 FOOTBALL DRIVE LAKE FOREST,IL60045	20-3902715	501(C)(3)	26,058	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(39) THE SAFEWAY FOUNDATION 5918 STONERIDGE MALL RD PLEASANTON,CA94588	91-2144510	501(C)(3)	42,214	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(40) TRENTON AREA SOUP KITCHEN 72 1/1ESCHER ST PO BOX 872 TRENTON,NJ08605	22-2392881	501(C)(3)	7,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(41) ATLANTA COMMUNITY FOOD BANK 732 JOSEPH E LOWERY BLVD NW ATLANTA,GA30318	58-1376648	501(C)(3)	162,963	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(42) PARTNERSHIP AGAINST DOMESTIC VIOLENCE FOOD PANTRY PO BOX 170225 ATLANTA,GA30317	58-1314556	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(43) COMMUNITIES IN SCHOOL OF GEORGIA 260 PEACHTREE ST SUITE 700 ATLANTA,GA30303	58-1912923	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(44) ACTION MINISTRIES(NEW PARTNER WITH FEED THE HUNGRY FOUNDATION 17 EXECUTIVE PARK DRIVE SUITE 540 ATLANTA,GA30329	58-2070427	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(45) HOSEA FEED THE HUNGRY 723 JOSEPH E LOWERY BLVD NW ATLANTA,GA30318	58-2034725	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(46) MUST MINISTRIES 1407 COBB PARKWAY NORTH PO BOX 1717 1717 MARIETTA,GA30061	58-2034725	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(47) THE CENTER FOR FAMILY RESOURCES 995 ROSWELL ST NE SUITE 100 MARIETTA,GA30060	58-0876634	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(48) CHEROKEE MUST PO BOX 1696 CANTON,GA30169	58-2034725	501(C)(3)	8,408	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(49) CARROLL COUNTY EMERGENCY SHELTER INC 491 NORTHLAKE DRIVE 30117 PO BOX 2192 CARROLTON,GA30112	58-1628205	501(C)(3)	7,100	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(50) HELPING IN HIS NAME MINISTRIES INC 85 BELLAMY PLACE SUITE A STOCKBRIDGE,GA30281	58-1960667	501(C)(3)	17,479	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(51) THE VALLEY RESUE MISSION INC 2903 SECOND AVE COLUMBUS,GA31904	58-0901848	501(C)(3)	9,762	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(52) ROCKDALE EMERGENCY RELIFE FUND 350 TALL OAK RD CONYERS,GA30013	51-0195410	501(C)(3)	6,747	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(53) THE PLACE 2550 THE PLACE CIRCLE CUMMING,GA30040	58-2355072	501(C)(3)	27,534	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(54) THE SALVATION ARMY HALL COUNTY 681 DORSEY ST GAINESVILLE,GA30501	58-0660607	501(C)(3)	16,270	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(55) THE SALVATION ARMY 8460 COURTHOUSE SQ SUITE 100-A DOUGLASVILLE,GA30134	58-0660607	501(C)(3)	5,503	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(56) CHRISTIAN CITY 7345 RED OAK RD UNION CITY,GA30291	58-0917609	501(C)(3)	6,867	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(57) POWDER SPRINGS SENIOR CITIZEN CENTER 4181 ATLANTA ST BLDG 3 POWDER SPRINGS,GA30127	58-6005266	501(C)(3)	8,488	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(58) THE RAINBOW HOUSE CHILDREN'S RESOURCES CENTER PO BOX 1239 WANER ROBINS,GA31099	58-1651220	501(C)(3)	5,873	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(59) OCONEE AREA RESOURCES COUNCIL INC PO BOX 149 WATKINSVILLE,GA30677	27-1366585	501(C)(3)	7,503	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(60) BARROW COUNTY FOOD PANTRY-41 CANDLER STREET 18 ROCKWELL CHURCH RD NE WINDER,GA30680	58-2405217	501(C)(3)	5,736	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(61) THE COMMUNITY FOOD BANK OF CENTRAL ALABAMA 107 WALTER DAVIS DR BIRMINGHAM,AL35209	63-0772356	501(C)(3)	42,887	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(62) SALVATION ARMY (HUNTSVILLE) 2144 OAKWOOD AVE HUNTSVILLE,AL35810	58-0660607	501(C)(3)	19,552	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(63) FOOD BANK OF NORTH ALABAMA 2000 VERNON AVE SW HUNTSVILLE,AL35805	63-0884372	501(C)(3)	19,552	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(64) MONTGOMERY AREA FOOD BANK 521 TRADE CENTER ST MONTGOMERY,AL36108	63-0931864	501(C)(3)	7,925	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(65) CHATANIIGA AREA FOOD BANK 2009 CURTAIN POLE RD CHATTANOOGA,TN37406	62-0867645	501(C)(3)	18,606	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(66) MANNA CAF MINISTRIES 1960- J MADISON ST 312 CLARKSVILLE,TN37043	27-1699146	501(C)(3)	5,421	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(67) SECOND HARVEST FOOD BANK OF EAST TENNESSEE 136 HARVEST LANE MARYVILLE,TN37801	58-1450139	501(C)(3)	14,469	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(68) GREENHOUSE MINISTRIES 309 S SPRING ST MURFREESBORO,TN37130	62-1802432	501(C)(3)	11,625	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(69) 2ND HARVEST FOOD BANK OF MIDDLE TENNESSEE 331 GREAT CIRCLE RD NASHVILLE,TN37228	62-1049447	501(C)(3)	88,283	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(70) CHRIST CHAPEL DBA LOAVES N FISHES FOOD PANTRY 3102 NORTHINGTON COURT FLORENCE,AL35633	63-0772356	501(C)(3)	5,036	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(71) GOLDEN HARVEST FOOD BANK 3310 COMMERCE DR AUGUSTA,GA30909	58-1466516	501(C)(3)	15,658	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(72) ANDERSON INTERFAITH MINISTRIES (AIM) 1202 S MURRAY AVE ANDERSON,SC29624	57-0896524	501(C)(3)	11,751	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(73) LOW COUNTY FOOD BANK 2864 AZALEA DR CHARLESTION,SC29405	57-0751835	501(C)(3)	60,690	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(74) INTER-FAITH FOOD SHUTTLE PO BOX 14638 RALEIGH,NC27620	56-1753180	501(C)(3)	8,566	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(75) SECOND HARVEST FOOD BANK OF METROLINA 500 B-SPRATT ST CHARLESTION,NC28206	56-1352593	501(C)(3)	25,470	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(76) HARVEST HOPE FOOD BANK PO BOX 451 COLUMBIA,SC29202	57-0725560	501(C)(3)	46,782	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(77) LOAVES N FISHES 25 WOODS LAKE RD SUITE 810 GREENVILLE,SC29607	57-0931804	501(C)(3)	50,315	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(78) AGAOE FOOD BANK CO CATHOLIC CHARITIES 1801 E MEMORIAL BLVD LAKELAND,FL33801	59-1214353	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(79) FEEDING AMERICA OF TAMPA BAY 4702 TRANSPORT DRIVE BUILDING 6 TAMPA,FL33605	59-2116576	501(C)(3)	60,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(80) THE SALVATION ARMY- HILLSBOROUGH COCUNTY 1603 N FLORDIA AVE TAMPA,FL33602	58-0660607	501(C)(3)	30,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(81) TRINITY-CAF 100 MADISON ST SUITE 300 MOUNT DORA,FL33602	59-3733387	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(82) LAKES CARES FOOD PANTRY 2001 W OLD HWY 441 SUITE 1 LAKELAND,FL32757	26-4223345	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(83) KID'S PACK 3725 FRONTAGE RD NORTH SUITE 1 PLANT CITY,FL33810	80-0830473	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(84) UNITED FOOD BANK OF PLANT CITY 702 E ALSOBROOK ST STE H TAMPA,FL33563	59-3069728	501(C)(3)	16,441	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(85) ACADEMY PREP-TAMPA CAMPUS 1407 E COLUMBUS DR BRADENTON,FL33605	59-3622978	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(86) MEALS ON WHEELS PLUS 811 23RD AVE EAST NEW PORT RICHEY,FL34208	59-1420986	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(87) THE VOLUNTEER WAY 7820 CONGRESS ST HOMOSSASSA,FL34653	59-3555687	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(88) WE CARE FOOD PANTRY 5530 MASON CREEK LANE ST PETERSBURG,FL34487	80-0552092	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(89) NEIGHBORLY CARE NETWORK SUNSHINE CENTER 330 5TH ST NORTH CLEARWATER,FL33701	59-1309186	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(90) RELIGIOUS COMMUNTIY SERVICES (RCS) 700 DRUID RD E ST PETERSBURG,FL33756	59-3622978	501(C)(3)	13,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(91) ACADEMY PREP-ST PETE CAMPUS 2301 22ND AVE SOUTH SARASOTA,FL33712	65-0115814	501(C)(3)	10,004	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(92) ALL FAITHS FOOD BANK 8171 BLAIKIE CT FT MYERS,FL34240	59-2332120	501(C)(3)	50,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(93) HARRY CHAPIN FOOD BANK OF SOUTHWEST 2126 ALICIA ST SARASOTA,FL33901	65-0369363	501(C)(3)	50,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(94) MAYOR'S FEED THE HUNGRY PROGRAM PO BOX 1992 IMMOKALEE,FL34230	59-2617151	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(95) GUADALUPE CENTER OF IMMOKALEE 509 HOPE CIRCLE IMMOKALEE,FL34142	59-2617151	501(C)(3)	17,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(96) IMMOKALEE CHILD CARE CENTER 3775 AIRPORT PULLING RD N UNITE B SUITE 210 NAPLES,FL34142	59-1209842	501(C)(3)	17,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(97) CHAROTTE COUNTY HOMELESS COALITION 1476 KENESAW ST PORT CHARLOTTE,FL33948	65-0139525	501(C)(3)	16,875	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(98) SALVATION ARMY 5631 VAN DYKE ROAD LUTZ,FL33558	58-0660607	501(C)(3)	120,829	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(99) STETSON BAPTIST CHURCH 1025 W MINNESOTA AVE DELAND,FL32720	59-6031891	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(100) WASTE NOT WANT NOT INC PO 119 ORANGE PARK,FL32067	35-2244427	501(C)(3)	7,101	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(101) SECOND HARVEST FOOD BANK OF BREVARD 6928 A VICKIE CIRCLE WEST MELBOURNE,FL32904	59-2142315	501(C)(3)	22,745	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(102) SECOND HARVESTY FOOD BANK OF CENTRAL FL 411 MERCY DRIVE ORLANDO,FL32805	59-2142315	501(C)(3)	51,852	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(103) FEEDING NORTHEAST FLORIDA 1116 EDGE WOOD AVENUE NORTH UNITS D/E JACKSONVILLE,FL32254	46-5014769	501(C)(3)	11,921	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(104) FARM SHARE INC (JACKSONVILLE LOCATION) 1502 JESSIE ST JACKSONVILLE,FL32206	65-0342192	501(C)(3)	11,921	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(105) AMERICA'S SECOND HARVEST OF COASTAL GEORGIA 2501 E PRESIDENT ST SAVANNAH,GA31404	58-1442013	501(C)(3)	6,503	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(106) 211 BROWARD 250 NE 33RD ST OAKLAND PARK,FL33334	65-0589294	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(107) 4KIDS OF SOUTH FLORIDA 827 SOUTH STATE RD - BLDG 1 SUITE B B NORTH LAUDERALE,FL33068	61-1416525	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(108) ACHIEVEMENT CENTERS FOR CHILDREN AND FAMILIES FOUNDATION 555 NW 4TH ST DELRAY BEACH,FL33444	59-1264435	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(109) ARC OF MARTIN COUNTY 2001 S KANNAR HIGHWYA STUART,FL34994	59-6153484	501(C)(3)	30,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(110) AUSTIM SPEAKS SOUTH FLORIDA CHAPTER 5805 BLUE LAGOON DRIVE SUITE 170 MIAMI,FL33126	20-2329938	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(111) BIG BROTHER BIG SISTER OF BROWARD COUNTY 4101 RAVENSWOOD RD SUITE 123 FORT LAUDERALE,FL33312	59-1507595	501(C)(3)	30,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(112) BROWARD CHILDREN'S CENTER INC 200 SE 19TH AVE POMPANO BEACH,FL33060	59-1378244	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(113) BROWARD MEALS ON WHEELS 451 N STATE RD 7 PLANTATION,FL33317	59-2450043	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(114) BROWARD PARTNERSHIP FOR THE HOMELESS 920 NW 7TH AVE FORT LAUDERALE,FL33316	65-0777033	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(115) BURTON MEMORIAL UNITED METHODIST CHURCH 93001 OVERSEAS HIGHWAY TAVENIER,FL33070	59-1817528	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(116) CAMACOL 1401 WEST FLAGGER ST MIAMI,FL33135	59-1232945	501(C)(3)	50,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(117) CAMILLUS HOUSE 1603 NW 7TH AVE MIAMI,FL33136	65-0063921	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(118) CENTRO HISPANIC CATHOLIC CHILDCARE CENTER 125 NW 25TH ST MIAMI,FL33127	59-1279497	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(119) CENTRO MATER CHILDCARE SERVICES 8298 NW 103RD ST HIALEAH GARDENS,FL33016	20-8083301	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(120) CHAMPMAN PARTNERSHIP 1550 N MIAMI AVE MIAMI,FL33136	65-0425069	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(121) CHILDREN'S HOME SOCIETY OF MIAMI 800 NW 15TH ST MIAMI,FL33136	59-0192430	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(122) DAN MARINO FOUNDATION 400 N ANDREWS AVE FORT LAUDERDALE,FL33301	65-0320556	501(C)(3)	30,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(123) EDIBLE EXTRAS FOOD PANTRY INC 4700 NW 59TH WAY CORAL SPRINGS,FL33067	27-4012877	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(124) FAMILY CHRISTIAN ASSOCIATION OF AMERICA (FCAA) 14701 NORTH WEST 7TH AVE MIAMI,FL33168	59-2371125	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(125) FARM SHARE INC 14125 SW 320TH ST HOMESTEAD,FL33033	65-0342192	501(C)(3)	95,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(126) FEEDING SOUTH FLORIDA 2501 SW 32ND TERRACE PEMBROKE PARK,FL33023	59-2097520	501(C)(3)	95,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(127) FOOD FOR LIFE NETWORK INC 3510 BISCAYNE BLVD SUITE 300 MIAMI,FL33137	59-2815277	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(128) FOOD OF LIFE OUTREACH MINISTRIES 957 NW 3RD AVE STE 3 FLORIDA CITY,FL33034	01-0939609	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(129) FREVER FAMILY 501 NE 8TH TS FORT LAUDERDALE,FL33304	20-0297838	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(130) GLAD TIDINGD CHURCH COMMUNITY CHURCH 1209 UNITED ST KEY WEST,FL33040	59-1431599	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(131) GOODWILL INDUSTRIES OF SOUTH FLORIDA INC 2121 NW 21ST ST MIAMI,FL33142	59-0866126	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(132) HARVEST FOOD DRIVE 5190 NW 165TH ST MIAMI,FL33014	59-2142315	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(133) HELPING PEOPLE SUCCEED 1100 SE FEDERAL HIGHWAY STUART,FL34994	59-1051699	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(134) HISPANIC UNITY OF FLORIDA 5840 JOHNSON ST HOLLYWOOD,FL33021	59-2230272	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(135) ISLAND DOLPHIN CARE 150 LORELAND PLACE KEY LARGO,FL33037	65-0728047	501(C)(3)	30,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(136) JEWISH COMMUNITY SERVICES OF SOUTH FLORIDA 735 NE 125TH ST N MIAMI,FL33161	65-0736904	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(137) KIDS IN DISTRESS 819 NE 26ST WILTON MANORS,FL33305	59-1927289	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(138) LAUREN'S KIDS FOUNDATION 18851 NE 29TH AVE STE 1010 AVENTURA,FL33180	26-1252588	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(139) LIFENET4FAMILIES 1NW 34TH TERRACE LAUDERHILL,FL33311	59-2696451	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(140) MANNA SHARE-A-MEAL 7946 NW 10TH ST PLANTATION,FL33322	65-0637594	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(141) MINISTERIO NUEVA JERUSALEN INT'L 5400 SW 122ND ST MIAMI,FL33175	59-2732176	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(142) MUSTARD SEED MINISTRIES PO BOX 3612 FORT PIERCE,FL34948	65-0017366	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(143) NEIGHBORS 4 NEIGHBORS 8900 NORTHWEST 18TH TERRACE DORAL,FL33172	65-0364391	501(C)(3)	24,877	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(144) OFFERDAHL'S HAND-OFF FOUNDATION INC 2749 NE 37TH DR FORT LAUDERADALE,FL33308	45-4645993	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(145) OVERTOWN YOUTH CENTER 450 NW 14TH ST MIAMI,FL33136	65-1048896	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(146) PALM BEACH COUNTY FOOD BANK 525 GATOR DRIVE LANTANA,FL33462	90-0788707	501(C)(3)	45,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(147) REDEEMER LUTHERAN CHURCH AND SCHOOL 2450 SE OCEAN BLVD STUART,FL34996	59-1273436	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(148) SAINT LOUIS CATHOLIC CHURCH 7270 SW 120 ST PINECRECREST,FL33156	35-0883491	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(149) SALVATION ARMY BROWARD 1445 W BROWARD BLVD FT LAUDERDALE,FL33312	58-0660607	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(150) SALVATION ARMY INDIAN RIVER COUNTY PO BOX 2864 PO BOX,FL32961	58-0660677	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(151) SALVATION ARMY MIAMI-DADE 1907 NW 38TH ST MIAMI,FL33142	59-0631403	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(152) SAMUEL'S HOUSE 1614 TRUESDELL COURT KEY WEST,FL33040	65-0951120	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(153) ST MARY'S SOUP KITCHEN 2706 FLAGLER AVE KEY WEST,FL33040	05-0616861	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(154) SUN-SENTINEL CHILDREN'S FUND 500 E BROWARD BLVD STE 900 FT LAUDERDALE,FL33394	65-0128585	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(155) SWITCHBOARD OF MIAMI 190 NE 3RD ST MIAMI,FL33132	36-3689171	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(156) THE 100 BLACK MEN OF SOUTH PO BOX 970997 MIAMI,FL33197	65-0138060	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(157) THE PANTRY OF BROWARD 610 NW 3RD FT LAUDERDALE,FL33311	74-3215234	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(158) THE RUSSELL LIFE SKILLS AND READING FOUNDATION 5400 S UNIVERSITY DRIVE SUITE 506 DAVIE,FL33328	65-0922490	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(159) TREASURE COAST FOOD BANK 401 ANGLE RD FT LAUDERDALE,FL34947	65-0123281	501(C)(3)	95,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(160) URBAN LEAGUE-BROWARD 560 NW 27TH AVE FT LAUDERDALE,FL33311	59-1564384	501(C)(3)	12,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(161) WOMEN IN DISTRESS OF BROWARD COUNTY PO BOX 50187 LIGHTHOUSE POINT,FL33074	59-1592524	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(162) YMCA OF BROWARD COUNTY 900 SE 3RD AVE STE 300 FT LAUDERDALE,FL33316	59-0624463	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(163) THE SAFEWAY FOUNDATION 5918 STONERIDGE MALL RD PLEASANTON,CA94588	91-2144510	501(C)(3)	110,216	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.

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

163

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) 2014

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. 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, LINE 2:	MAKING CHANGE DOES NOT HAVE A PROCEDURE FOR MONITORING THE USE OF THE GRANT FUNDS IN THE UNITED STATES. RETAILERS DESIGNATE THE GRANT RECIPIENTS AND IT IS THEIR RESPONSIBILITY TO MONITOR THE USE OF THE FUNDS.

Schedule I (Form 990) 2014

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

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

MAKING CHANGE

Employer identification number

48-1003869

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

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

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

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

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), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

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

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

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

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

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

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

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

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

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

Yes

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2014

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 in column(B) 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)
1PAULINE BROWNE TOLERCFO	(i) (ii)	96,857 ............................... 0	40,000 ............................... 0	0 ............................... 0	13,737 ............................... 0	15,853 ............................... 0	166,447 ............................... 0	0 ............................... 0
2DENIS R ZEGARFORMER PRESIDENT/CEO	(i) (ii)	157,838 ............................... 0	225,000 ............................... 0	5,600 ............................... 0	35,167 ............................... 0	21,299 ............................... 0	444,904 ............................... 0	0 ............................... 0

Schedule J (Form 990) 2014

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
PART I, LINE 7	THE ORGANIZATION PAID A DEATH BENEFIT OF $225,000 BASED ON THE CEO'S PAST SERVICE TO THE ORGANIZATION.

Schedule J (Form 990) 2014

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 990-EZ 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

2014

Open to Public
Inspection

Name of the organization

MAKING CHANGE

Employer identification number

48-1003869

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 1	THE EXECUTIVE COMMITTEE SHALL BE PRESIDED BY A CHAIRPERSON, WHO IS ALSO THE CHAIRMAN OF THE BOARD OF TRUSTEES OR VICE CHAIRPERSON OF THE BOARD OF TRUSTEES IN THE ABSENCE OF THE CHAIRPERSON. THE EXECUTIVE COMMITTEE IS CHARGED WITH DECISION MAKING AS IT RELATES TO THE CARRYING OUT OF ACTIVITIES BETWEEN MEETINGS OF THE GOVERNING BODY.
FORM 990, PART VI, SECTION B, LINE 11	MAIL OUT TO BOARD MEMBERS FOR REVIEW BEFORE FILING.
FORM 990, PART VI, SECTION B, LINE 12C	A PERSON WITH A CONFLICT OF INTEREST IS REFERRED TO AS AN "INTERESTED PERSON". AN "INTERESTED PERSON" IS ANY PERSON SERVING AS AN OFFICER, EMPLOYEE OR MEMBER OF THE BOARD OF TRUSTEES OF THE ORGANIZATION OR A MAJOR DONOR WHO HAS A PERSONAL INTEREST THAT IS IN CONFLICT WITH THE INTERESTS OF THE ORGANIZATION. PROCEDURES. A. PRIOR TO BOARD OR COMMITTEE ACTION ON A CONTRACT OR TRANSACTION INVOLVING A CONFLICT OF INTEREST, A DIRECTOR OR COMMITTEE MEMBER HAVING A CONFLICT OF INTEREST AND WHO IS IN ATTENDANCE AT THE MEETING SHALL DISCLOSE ALL FACTS MATERIAL TO THE CONFLICT OF INTEREST. SUCH DISCLOSURE SHALL BE REDECTED IN THE MINUTES OF THE MEETING. IF BOARD MEMBERS ARE AWARE THAT STAFF OR OTHER VOLUNTEERS HAVE A CONFLICT OF INTEREST, RELEVANT FACTS SHOULD BE DISCLOSED BY THE BOARD MEMBER OR BY THE INTERESTED PERSON HIM/HERSELF IF INVITED TO THE BOARD MEETING AS A GUEST FOR PURPOSES OF DISCLOSURE. B. A DIRECTOR OR COMMITTEE MEMBER WHO PLANS NOT TO ATTEND A MEETING AT WHICH HE OR SHE HAS REASON TO BELIEVE THAT THE BOARD OR COMMITTEE WILL ACT ON A MATTER IN WHICH THE PERSON HAS A CONFLICT OF INTEREST SHALL DISCLOSE TO THE CHAIR OF THE MEETING ALL FACTS MATERIAL TO THE CONFLICT OF INTEREST. THE CHAIR SHALL REPORT THE DISCLOSURE AT THE MEETING AND THE DISCLOSURE SHALL BE REFLECTED IN THE MINUTES OF THE MEETING. C. A PERSON WHO HAS A CONFLICT OF INTEREST SHALL NOT PARTICIPATE IN OR BE PERMITTED TO HEAR THE BOARD'S OR COMMITTEE'S DISCUSSION OF THE MATTER EXCEPT TO DISCLOSE MATERIAL FACTS AND TO RESPOND TO QUESTIONS. SUCH PERSON SHALL NOT ATTEMPT TO EXERT HIS OR HER PERSONAL INFLUENCE WITH RESPECT TO THE MATTER, EITHER AT OR OUTSIDE THE MEETING. D. A PERSON WHO HAS A CONFLICT OF INTEREST WITH RESPECT TO A CONTRACT OR TRANSACTION THAT WILL BE VOTED ON AT A MEETING SHALL NOT BE COUNTED IN DETERMINING THE PRESENCE OF A QUORUM FOR PURPOSES OF THE VOTE. E. THE PERSON HAVING A CONFLICT OF INTEREST MAY NOT VOTE ON THE CONTRACT OR TRANSACTION AND SHALL NOT BE PRESENT IN THE MEETING ROOM WHEN THE VOTE IS TAKEN, UNLESS THE VOTE IS BY SECRET BALLOT. SUCH PERSON'S INELIGIBILITY TO VOTE SHALL BE REFLECTED IN THE MINUTES OF THE MEETING. FOR PURPOSES OF THIS PARAGRAPH. A MEMBER OF THE BOARD OF DIRECTORS HAS A CONFLICT OF INTEREST WHEN HE OR SHE STANDS FOR ELECTION AS AN OFFICER OR FOR RE-ELECTION AS A MEMBER OF THE BOARD OF DIRECTORS. F. INTERESTED PERSONS WHO ARE NOT MEMBERS OF THE BOARD OF DIRECTORS OF MAKING CHANGE, OR WHO HAVE A CONFLICT OF INTEREST WITH RESPECT TO A CONTRACT OR TRANSACTION THAT IS NOT THE SUBJECT OF BOARD OR COMMITTEE ACTION, SHALL DISCLOSE TO THEIR SUPERVISOR, OR THE CHAIR, OR THE CHAIR'S DESIGNEE, ANY CONFLICT OF INTEREST THAT SUCH INTERESTED PERSON HAS WITH RESPECT TO A CONTRACT OR TRANSACTION. SUCH DISCLOSURE SHALL BE MADE AS SOON AS THE CONFLICT OF INTEREST IS KNOWN TO THE INTERESTED PERSON. THE INTERESTED PERSON SHALL REFRAIN FROM ANY ACTION THAT MAY AFFECT PARTICIPATION IN SUCH CONTRACT OR TRANSACTION. IN THE EVENT IT IS NOT ENTIRELY CLEAR THAT A CONFLICT OF INTEREST EXISTS, THE INDIVIDUAL WITH THE POTENTIAL CONFLICT SHALL DISCLOSE THE CIRCUMSTANCES TO HIS OR HER SUPERVISOR OR THE CHAIR OR THE CHAIR'S DESIGNEE, WHO SHALL DETERMINE WHETHER FULL BOARD DISCUSSION IS WARRANTED OR WHETHER THERE EXISTS A CONFLICT OF INTEREST THAT IS SUBJECT TO THIS POLICY. REVIEW OF POLICY. A. EACH DIRECTOR, OFFICER, EMPLOYEE AND VOLUNTEER SHALL BE PROVIDED WITH AND ASKED TO REVIEW A COPY OF THIS POLICY AND TO ACKNOWLEDGE IN WRITING THAT HE OR SHE HAS DONE SO. B. ANNUALLY EACH DIRECTOR, OFFICER, EMPLOYEE AND VOLUNTEER SHALL COMPLETE A DISCLOSURE FORM IDENTIFYING ANY RELATIONSHIPS, POSITIONS OR CIRCUMSTANCES IN WHICH S/HE IS INVOLVED THAT HE OR SHE BELIEVES COULD CONTRIBUTE TO A CONFLICT OF INTEREST. SUCH RELATIONSHIPS, POSITIONS OR CIRCUMSTANCES MIGHT INCLUDE SERVICE AS A DIRECTOR OF OR CONSULTANT TO ANOTHER NONPROFIT ORGANIZATION, OR OWNERSHIP OF A BUSINESS THAT MIGHT PROVIDE GOODS OR SERVICES TO THE ORGANIZATION. ANY SUCH INFORMATION REGARDING THE BUSINESS INTERESTS OF A DIRECTOR, OFFICER, EMPLOYEE OR VOLUNTEER, OR A FAMILY MEMBER THEREOF, SHALL BE TREATED AS CONFIDENTIAL AND SHALL GENERALLY BE MADE AVAILABLE ONLY TO THE CHAIR, THE EXECUTIVE DIRECTOR, AND ANY COMMITTEE APPOINTED TO ADDRESS CONFLICTS OF INTEREST, EXCEPT TO THE EXTENT ADDITIONAL DISCLOSURE IS NECESSARY IN CONNECTION WITH THE IMPLEMENTATION OF THIS POLICY. C. THIS POLICY SHALL BE REVIEWED ANNUALLY BY EACH MEMBER OF THE BOARD OF DIRECTORS. ANY CHANGES TO THE POLICY SHALL BE COMMUNICATED TO ALL STAFF AND VOLUNTEERS.
FORM 990, PART VI, SECTION B, LINE 15	THE CEO COMPENSATION IS DETERMINED BY THE EXECUTIVE BOARD UTILIZING INDEPENDENT PERSONS, COMPARABILITY DATA AND CONTEMPORANEOUS SUBSTANTIATION OF THE DECISION MAKING PROCESS. THE PRESIDENT/CEO DETERMINES ALL OTHER OFFICER AND/OR KEY EMPLOYEE COMPENSATION.
FORM 990, PART VI, SECTION C, LINE 19	THE ORGANIZATION WILL MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC ON THIER WEBSITE, VIA MAIL, AND BY REQUEST.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	5,923,833	4,849,550
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	6,613	5,902
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	5,930,446	4,855,452
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	4,664,518	4,555,863
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)	663,880	673,657
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 344,131
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	458,820	313,839
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	5,787,218	5,543,359
19	Revenue less expenses. Subtract line 18 from line 12.......	143,228	-687,907
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	2,472,658	1,048,327
21	Total liabilities (Part X, line 26).............	884,173	145,162
22	Net assets or fund balances. Subtract line 21 from line 20.....	1,588,485	903,165

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 4,725,346 including grants of $ 4,555,863 ) (Revenue $ )
	MAKING CHANGE IS A NON-PROFIT ORGANIZATION THAT PROMOTES HUMAN DIGNITY, WELLNESS AND SELF-SUFFICIENT COMMUNITIES. WE DO THIS BY ENABLING RETAILERS TO PROVIDE SUPPORT TO NON-PROFIT AGENCIES WHOSE MISSIONS ARE TO PROMOTE HEALTH, EDUCATION AND COMMUNITY SPIRIT. WE ACCOMPLISH THIS THROUGH CAUSE MARKETING PROMOTIONS, SPECIAL EVENTS, IN-STORE POINT-OF-PURCHASE CAMPAIGNS, AND FUNDRAISING SUPPORT.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses4,725,346

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	555,295	0	86,056

(A) Name and business address	(B) Description of services	(C) Compensation





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 0

1	Briefly describe the organization’s mission or most significant activities: MAKING CHANGE, FORMALLY KNOWN AS FICAH, WAS INCORPORATED ON JULY 23, 1985 FOR THE PURPOSE OF SOLICITING CONTRIBUTIONS FROM CORPORATE AND PRIVATE SOURCES WITHIN THE FOOD INDUSTRY TO FUND SELF-HELP COMMUNITY DEVELOPMENT PROJECTS THROUGHOUT THE WORLD.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	16
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 2014 (Part V, line 2a) ......	5	6
6	Total number of volunteers (estimate if necessary) .............	6	15
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)		(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) DENIS R ZEGAR........................................................................ FORMER PRESIDENT/CEO	0.00 .......................	X	388,438	0	56,466

				(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

f	All other contributions, gifts, grants, and similar amounts not included above1f		4,849,550

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			4,849,550
			Business Code
2a
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........
3	Investment income (including dividends, interest, and other similar amounts).......			5,902			5,902
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	75,090
b	Less: cost or other basis and sales expenses	75,090
c	Gain or (loss)	0
d	Net gain or (loss)..........			0
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..
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...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			4,855,452	0	0	5,902


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			291,819	1	113,622
2	Savings and temporary cash investments .........			1,577,700	2	879,433
3	Pledges and grants receivable, net ...........			464,761	3	3,993
4	Accounts receivable, net .............			44,892	4	38,638
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
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
					6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............			6,419	8	636
9	Prepaid expenses and deferred charges ..........			9,286	9	7,950
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	33,543
b	Less: accumulated depreciation .....	10b	31,588	3,178	10c	1,955
11	Investments—publicly traded securities ..........				11
12	Investments—other securities. See Part IV, line 11 .....			72,503	12
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			2,100	15	2,100
16	Total assets. Add lines 1 through 15 (must equal line 34)......			2,472,658	16	1,048,327
17	Accounts payable and accrued expenses .........			58,748	17	2,249
18	Grants payable .................			820,440	18	140,018
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
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..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
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....................			4,985	25	2,895
26	Total liabilities. Add lines 17 through 25.........			884,173	26	145,162
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			1,588,485	27	903,165
28	Temporarily restricted net assets ...........				28
29	Permanently restricted net assets ...........				29
	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 ...........			1,588,485	33	903,165
34	Total liabilities and net assets/fund balances ........			2,472,658	34	1,048,327

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; do not file with Form 990)............................	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; do not file with Form 990).....................................	Yes	No