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)	(F) Estimated amount of other compensation from the organization and related organizations
(1) MARK B GRIER........................................................................ CHAIR	1.00 .......................	X				0	0
(2) CRAIG R BARRETT........................................................................ BOARD MEMBER	1.00 .......................	X				0	0
(3) GOVERNOR BILL HASLAM........................................................................ BOARD MEMBER	1.00 .......................	X				0	0
(4) GOVERNOR MAGGIE HASSAN........................................................................ BOARD MEMBER	1.00 .......................	X				0	0
(5) GOVERNOR JAY NIXON........................................................................ BOARD MEMBER	1.00 .......................	X				0	0
(6) LOUIS GERSTNER JR........................................................................ CHAIR EMERITUS	1.00 .......................	X				0	0
(7) MICHAEL COHEN........................................................................ PRESIDENT	40.00 .......................		X			275,342	55,873
(8) SANDRA BOYD........................................................................ CHIEF OPERATIONS OFFICER	40.00 .......................		X			249,103	54,470
(9) DON BROWN........................................................................ CHIEF FINANCIAL OFFICER	40.00 .......................		X			185,498	41,935
(10) STEPHEN PRUITT........................................................................ VP - NGSS	40.00 .......................			X		237,149	48,920
(11) TYLER WEEDON........................................................................ VP OF DEVELOPMENT	40.00 .......................			X		211,211	28,737
(12) MICHEAL GILLIGAN........................................................................ VP OF STRATEGIC INITIATIVES	40.00 .......................			X		193,672	35,031
(13) ALLISSA PELTZMAN........................................................................ SENIOR ASSOCIATE MATHEMATICS	40.00 .......................			X		155,672	41,024
(14) MYRA CURL........................................................................ SR. FELLOW ACCOUNTABILITY AND ASSESSMENT	40.00 .......................				X	156,884	29,466
(15) CELIA BARRITEAU........................................................................ CONTROLLER	40.00 .......................				X	113,625	21,697
(16) ED COE........................................................................ DIRECTOR OF MATHEMATICS	40.00 .......................				X	106,348	41,328
(17) JENNIFER CHILDRESS........................................................................ DIRECTOR OF INSTRUCTIONAL SUPPORT-SCIENCE	40.00 .......................				X	103,841	23,273

(A) Name and business address	(B) Description of services	(C) Compensation
WIDEMEYER COMMUNICATIONS 301 E 57TH STREET NEW YORK,NY10022	CONSULTANT	815,644
PUBLIC OPINION STRATEGIES LLC 214 NORTH FAYETTE STREET ALEXANDRIA,VA22314	RESEARCH	323,788
ROBERT RICHARDSON, 1358 NORTH CAROLINA AVENUE WASHINGTON,DC20002	CONSULTANT	131,209
DAN KATZIR, 8128 TIANNA ROAD LOS ANGELES,CA90046	CONSULTANT	112,670
CALIBRE CPA GROUP PLC 7501 WISCONSIN AVENUE SUITE 1200 W BETHESDA,MD20814	CONSULTANT	102,525
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 5

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 ....	2,797,500	2,797,500
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 ............
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....	1,822,050	1,168,866	411,142	242,042
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages ....	2,696,522	2,149,443	547,079
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	229,256	186,021	43,235
9	Other employee benefits .......	342,397	254,569	87,828
10	Payroll taxes ...........	267,692	198,092	54,086	15,514
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	23,662	225	23,437
c	Accounting ...........	28,845		28,845
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) ....	3,093,796	3,066,807	25,420	1,569
12	Advertising and promotion ....
13	Office expenses .......	176,643	164,806	9,828	2,009
14	Information technology ......	263,596	242,285	17,694	3,617
15	Royalties ..
16	Occupancy ...........	535,585	475,375	49,991	10,219
17	Travel ............	1,625,865	1,599,642	26,223
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	323,512	323,049	463
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	208,840	186,218	18,783	3,839
23	Insurance ..............	28,977	25,719	2,705	553
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	PRINTING AND PUBLICATIO	117,706	117,706
b	REPAIRS AND MAINTENANCE	57,201	50,937	5,201	1,063
c	DUES AND SUBSCRIPTIONS	29,077	24,537	4,540
d	OTHER PROGRAM DEPARTMEN	16,330	6,050	10,280
e	All other expenses	12,802	7,687	5,115
25	Total functional expenses. Add lines 1 through 24e	14,697,854	13,045,534	1,371,895	280,425
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 .............	3,573,575	1	2,835,625
2	Savings and temporary cash investments .........		2
3	Pledges and grants receivable, net ...........	954,417	3	1,760,307
4	Accounts receivable, net .............	479,519	4	140,530
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 ..............		8
9	Prepaid expenses and deferred charges ..........	129,932	9	262,197
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,560,351
b	Less: accumulated depreciation .....	10b	765,575	825,344	10c	794,776
11	Investments—publicly traded securities ..........		11
12	Investments—other securities. See Part IV, line 11 .....		12
13	Investments—program-related. See Part IV, line 11 .....		13
14	Intangible assets ...............		14
15	Other assets. See Part IV, line 11 ...........	51,079	15	51,079
16	Total assets. Add lines 1 through 15 (must equal line 34)......	6,013,866	16	5,844,514
	17	Accounts payable and accrued expenses .........	1,167,277	17	1,148,614
18	Grants payable .................		18
19	Deferred revenue ................	3,509,210	19	2,905,752
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....................	935,670	25	829,258
26	Total liabilities. Add lines 17 through 25.........	5,612,157	26	4,883,624
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	71,709	27	305,612
28	Temporarily restricted net assets ...........	330,000	28	655,278
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 ...........	401,709	33	960,890
34	Total liabilities and net assets/fund balances ........	6,013,866	34	5,844,514

- 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

ACHIEVE INC

Employer identification number

52-2006429

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.") ....	8,454,795	9,561,749	9,893,932	10,624,741	14,913,515	53,448,732
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	8,454,795	9,561,749	9,893,932	10,624,741	14,913,515	53,448,732
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)..						37,406,328
6	Public support. Subtract line 5 from line 4.						16,042,404

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..	8,454,795	9,561,749	9,893,932	10,624,741	14,913,515	53,448,732
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	17,238	3,836				21,074
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.)..	7,147	13,860	13,274	69,131	51,250	154,662
11	Total support Add lines 7 through 10.						53,624,468

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

12,455,421

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)) .........

29.920 %

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

32.710 %

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
PART II, SECTION C, LINE 17A, FACTS AND CIRCUMSTANCES TEST:	IN THIS YEAR AND THE PRIOR YEAR, THE ORGANIZATION DID NOT MEET THE AUTOMATIC PUBLIC CHARITY STANDARD UNDER 509(A)(1)/170(B)(A)(VI), GENERATING PUBLIC SUPPORT PERCENTAGES OF 23.83% AND 32.71%, RESPECTIVELY, RATHER THAN 33.3% OR GREATER AS IT HAD BEEN ACHIEVING IN ALL PRIOR YEARS. THESE TWO YEARS' MATHEMATICAL RESULTS REFLECT THE PRESENCE, OVER THE TEST PERIOD, OF SUBSTANTIAL DOLLAR SUPPORT FROM SEVERAL FOUNDATIONS. THESE FOUNDATIONS ARE VERY RESPONSIVE TO THE NEEDS OF THE COMMUNITY. THE PUBLIC SUPPORT PERCENTAGES REPORTED ON THIS YEAR'S FORM 990 DO NOT REFLECT ANY DIMINUTION OF THE ORGANIZATION BEING BROADLY SUPPORTED BY THE PUBLIC AND RESPONSIVE TO THE NEEDS OF THE WIDER PUBLIC. WITH RESPECT TO MEETING THE "FACTS AND CIRCUMSTANCES TEST,", THE ORGANIZATION HAS ALWAYS SOLICATED GRANT AND CONTRIBUTION SUPPORT FROM A LARGE POOL OF FOUNDATIONS AND CORPORATE FUNDERS WHO ARE REPRESENTATIVE OF THE WIDER COMMUNITY, AS WELL AS FROM GOVERNMNENTAL AGENCIES. THE ORGANIZATION IS CONTINUALLY SEEKING GRANTS AND CONTRIBUTIONS, NOT ONLY FROM CURRENT DONORS, BUT ALSO FROM NEW SOURCES. THE ORGANIZATION IS ESTABLISHING RELATIONSHIPS WITH POTENTIAL NEW CORPORATE AND FOUNDATION "PARTNERS", AS WELL AS WITH OTHER 501(C)(3) PUBLIC CHARITIES AND AGENCIES TO FUND AND SUPPORT ITS EDUCATION FOCUSED MISSION. THE BOARD OF DIRECTORS AND THE ORGANIZATION'S MANAGEMENT OVERSEE AND CONTINUE TO PURSUE AN AMBITIOUS AND DIVERSE PROGRAMMATIC FUNDING STRATEGY .

Return Reference

Explanation

PART II, SECTION C, LINE 17A, FACTS AND CIRCUMSTANCES TEST:

IN THIS YEAR AND THE PRIOR YEAR, THE ORGANIZATION DID NOT MEET THE AUTOMATIC PUBLIC CHARITY STANDARD UNDER 509(A)(1)/170(B)(A)(VI), GENERATING PUBLIC SUPPORT PERCENTAGES OF 23.83% AND 32.71%, RESPECTIVELY, RATHER THAN 33.3% OR GREATER AS IT HAD BEEN ACHIEVING IN ALL PRIOR YEARS. THESE TWO YEARS' MATHEMATICAL RESULTS REFLECT THE PRESENCE, OVER THE TEST PERIOD, OF SUBSTANTIAL DOLLAR SUPPORT FROM SEVERAL FOUNDATIONS. THESE FOUNDATIONS ARE VERY RESPONSIVE TO THE NEEDS OF THE COMMUNITY. THE PUBLIC SUPPORT PERCENTAGES REPORTED ON THIS YEAR'S FORM 990 DO NOT REFLECT ANY DIMINUTION OF THE ORGANIZATION BEING BROADLY SUPPORTED BY THE PUBLIC AND RESPONSIVE TO THE NEEDS OF THE WIDER PUBLIC. WITH RESPECT TO MEETING THE "FACTS AND CIRCUMSTANCES TEST,", THE ORGANIZATION HAS ALWAYS SOLICATED GRANT AND CONTRIBUTION SUPPORT FROM A LARGE POOL OF FOUNDATIONS AND CORPORATE FUNDERS WHO ARE REPRESENTATIVE OF THE WIDER COMMUNITY, AS WELL AS FROM GOVERNMNENTAL AGENCIES. THE ORGANIZATION IS CONTINUALLY SEEKING GRANTS AND CONTRIBUTIONS, NOT ONLY FROM CURRENT DONORS, BUT ALSO FROM NEW SOURCES. THE ORGANIZATION IS ESTABLISHING RELATIONSHIPS WITH POTENTIAL NEW CORPORATE AND FOUNDATION "PARTNERS", AS WELL AS WITH OTHER 501(C)(3) PUBLIC CHARITIES AND AGENCIES TO FUND AND SUPPORT ITS EDUCATION FOCUSED MISSION. THE BOARD OF DIRECTORS AND THE ORGANIZATION'S MANAGEMENT OVERSEE AND CONTINUE TO PURSUE AN AMBITIOUS AND DIVERSE PROGRAMMATIC FUNDING STRATEGY .

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

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

OMB No. 1545-0047

2014

Name of the organization

ACHIEVE INC

Employer identification number

52-2006429

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

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

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

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

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 2

Name of organization ACHIEVE INC

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	,	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 3

Name of organization ACHIEVE INC

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 4

Name of organization
ACHIEVE INC

Employer identification number

52-2006429

Part III

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

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

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

ACHIEVE INC

Employer identification number

52-2006429

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 ............	750,557	327,423	423,134
d	Equipment ................	330,375	248,287	82,088
e	Other .................	479,419	189,865	289,554
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				794,776

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		829,258








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		829,258
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	15,257,035
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
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	0
3	Subtract line 2e from line 1.....................		3	15,257,035
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	15,257,035

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	14,697,854
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	14,697,854
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	14,697,854

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
PART X, LINE 2:	ACHIEVE HAD NO LIABILITY FOR UNCERTAIN TAX POSITIONS. ACHIEVE'S FEDERAL EXEMPT ORGANIZATION RETURNS ARE SUBJECT TO EXAMINATION BY THE IRS, GENERALLY FOR A PERIOD OF THREE YEARS AFTER THE RETURNS ARE FILED.

Schedule D (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
ACHIEVE INC

Employer identification number
52-2006429

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) KNOX COUNTY SCHOOLS PO BOX 2188 KNOXVILLE,TN37901	62-1514781		40,000	ASSIST DISTRICTS IN DETERMINING EFFECTIVENESS OF STANDARDIZED TEST
(2) CAPITOL REGION EDUCATION COUNCIL 111 CHARTER OAK AVENUE HARTFORD,CT06106	06-0853106		40,000	ASSIST DISTRICTS IN DETERMINING EFFECTIVENESS OF STANDARDIZED TEST
(3) EDUCATIONAL SERVICE CENTER OF CENTRAL OHIO 2080 CITYGATE DRIVE COLUMBUS,OH43219	31-0914093		40,000	ASSIST DISTRICTS IN DETERMINING EFFECTIVENESS OF STANDARDIZED TEST
(4) NEW HAMPSHIRE CHARITABLE FOUNDATION 37 PLEASANT STREET CONCORD,NH03301	02-6005625	501(C)(3)	100,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(5) WEST AURORA SCHOOL DISTRICT 129 80 S RIVER STREET AURORA,IL60506	36-6004750		13,500	ASSIST DISTRICTS IN DETERMINING EFFECTIVENESS OF STANDARDIZED TEST
(6) BENSENVILLE SCHOOL DISTRICT 2 210 S CHURCH ROAD BENSENVILLE,IL60106	36-6004475		13,500	ASSIST DISTRICTS IN DETERMINING EFFECTIVENESS OF STANDARDIZED TEST
(7) COUNCIL OF CHIEF STATE SCHOOL OFFICERS (CCSSO) ONE MASSACHUSETTS AVENUE SUITE 700 WASHINGTON,DC20001	53-0198090	501(C)(3)	117,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(8) EDUCATION TRUST - MIDWEST 306 S WASHINGTON AVENUE SUITE 400 ROYAL OAKS,MI48067	52-1982223	501(C)(3)	200,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(9) ALLIANCE FOR EXCELLENT EDUCATION 1201 CONNECTICUT AVENUE NW SUITE 901 WASHINGTON,DC20036	11-3487339	501(C)(3)	65,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(10) ROSE COMMUNITY FOUNDATION 600 SOUTH CHERRY STREET DENVER,CO80246	84-0920862	501(C)(3)	135,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(11) JAMES B HUNT JR INSTITUTE FOR EDUCATIONAL LEADERSHIP & POLICY FOUNDATION 1000 PARK FORTY PLAZA SUITE 280 DURHAM,NC27713	80-0025367	501(C)(3)	150,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(12) NORTH CAROLINA CHAMBER FOUNDATION 701 CORPORATE CENTER DRIVE SUITE 400 RALEIGH,NC27607	56-1918853	501(C)(3)	300,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(13) A PLUS EDUCATION PARTNERSHIP PO BOX 4433 MONTGOMERY,AL36103	63-1050676	501(C)(3)	200,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(14) EXPECT MORE ARIZONA (AN ARIZONA NONPROFIT) 2415 E CAMELBACK ROAD SUITE 500 PHOENIX,AZ85016	45-3681012	501(C)(3)	200,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(15) FOUNDATION FOR A BETTER LOUISIANA PO BOX 4308 BATON ROUGE,LA70821	72-0575929	501(C)(3)	300,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(16) THOMAS B FORDHAM INSTITUTE 1016 16TH STREET NW WASHINGTON,DC20036	31-1816446	501(C)(3)	200,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(17) NEW JERSEY PTA 8 QUAKERBRIDGE PLZ SUITE F MERCERVILLE,NJ08619	21-0649035	501(C)(3)	100,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(18) URBANA SCHOOL DISTRICT 116 205 N RACE STREET URBANA,IL61801	37-6002534		13,500	ASSIST DISTRICTS IN DETERMINING EFFECTIVENESS OF STANDARDIZED TEST
(19) ADVANCE ILLINOIS NFP 50 EAST WASHINGTON STREET CHICAGO,IL60602	26-2052733	501(C)(3)	135,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(20) TENNESSEE STATE COLLABORATIVE ON REFORMING EDUCATION (SCORE) 1207 18TH AVENUE SOUTH NASHVILLE,TN37212	26-3670335	501(C)(3)	300,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS
(21) PARTNERSHIP FOR LEARNING 520 PIKE STREET SUITE 1212 SEATTLE,WA98101	91-1550803	501(C)(3)	135,000	SUPPORT STATE COALITIONS IN PROMOTING COLLEGE AND CAREER READY STANDARDS

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

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

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

Cat. No. 50055P

Schedule I (Form 990) 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

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

ACHIEVE INC

Employer identification number

52-2006429

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

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)
1MICHAEL COHENPRESIDENT	(i) (ii)	275,342 ............................... 0	0 ............................... 0	0 ............................... 0	27,447 ............................... 0	28,426 ............................... 0	331,215 ............................... 0	0 ............................... 0
2SANDRA BOYDCHIEF OPERATIONS OFFICER	(i) (ii)	249,103 ............................... 0	0 ............................... 0	0 ............................... 0	25,555 ............................... 0	28,915 ............................... 0	303,573 ............................... 0	0 ............................... 0
3DON BROWNCHIEF FINANCIAL OFFICER	(i) (ii)	185,498 ............................... 0	0 ............................... 0	0 ............................... 0	18,200 ............................... 0	23,735 ............................... 0	227,433 ............................... 0	0 ............................... 0
4STEPHEN PRUITTVP - NGSS	(i) (ii)	237,149 ............................... 0	0 ............................... 0	0 ............................... 0	24,634 ............................... 0	24,286 ............................... 0	286,069 ............................... 0	0 ............................... 0
5TYLER WEEDONVP OF DEVELOPMENT	(i) (ii)	211,211 ............................... 0	0 ............................... 0	0 ............................... 0	20,314 ............................... 0	8,423 ............................... 0	239,948 ............................... 0	0 ............................... 0
6MICHEAL GILLIGANVP OF STRATEGIC INITIATIVES	(i) (ii)	193,672 ............................... 0	0 ............................... 0	0 ............................... 0	9,923 ............................... 0	25,108 ............................... 0	228,703 ............................... 0	0 ............................... 0
7ALLISSA PELTZMANSENIOR ASSOCIATE MATHEMATICS	(i) (ii)	155,672 ............................... 0	0 ............................... 0	0 ............................... 0	16,874 ............................... 0	24,150 ............................... 0	196,696 ............................... 0	0 ............................... 0
8MYRA CURLSR. FELLOW ACCOUNTABILITY AND ASSESS	(i) (ii)	156,884 ............................... 0	0 ............................... 0	0 ............................... 0	16,065 ............................... 0	13,401 ............................... 0	186,350 ............................... 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

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

ACHIEVE INC

Employer identification number

52-2006429

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 8B	THERE ARE NO OTHER COMMITTEES THAT HAVE THE AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY.
FORM 990, PART VI, SECTION B, LINE 11	LINE 11A EXPLANATION - PRIOR TO THE FILING OF THE FORM 990, INCLUDING ALL SUPPLEMENTAL FORMS AND SCHEDULES, THE CHIEF FINANCIAL OFFICER WILL RECONCILE AMOUNTS PER THE AUDITED FINANCIAL STATEMENTS TO THE FORM 990. THE CHIEF FINANCIAL OFFICER WILL REVIEW THE FORM IN ITS ENTIRETY. THE CHIEF FINANCIAL OFFICER WILL REVIEW THE FORM WITH THE PRESIDENT, INCLUDING SIGNIFICANT HIGHLIGHTS. THE FORM 990 IS MADE AVAILABLE TO THE AUDIT COMMITTEE MEMBERS OR THEIR DELEGATES, PRIOR TO FILING THE FORM 990 WITH THE IRS. ONCE THE FORM IS REVIEWED, THE PRESIDENT SIGNS THE FORM 990 AND THE FORM 990 IS SUBMITTED TO THE IRS ELECTRONICALLY.
FORM 990, PART VI, SECTION B, LINE 12C	THE CONFLICT OF INTEREST DISCLOSURE FORM IS REQUIRED TO BE COMPLETED ANNUALLY, SOONER IF A SIGNIFICANT CHANGE OCCURS. GUIDELINES ARE PROVIDED REGARDING CIRCUMSTANCES THAT MAY RESULT IN A CONFLICT OF INTEREST. ALL INDIVIDUALS ARE REQUIRED TO REPORT ANY CONFLICTS OF INTEREST ON THE CONFLICT OF INTEREST FORM, WHICH MUST INCLUDE A BRIEF STATEMENT OF THE NATURE AND EXTENT OF THE CONFLICT OF INTEREST. ALL INDIVIDUALS ARE RESPONSIBLE FOR REPORTING CONFLICTS OF INTEREST TO THE VP OF MANAGEMENT, FINANCE, & OPERATIONS WHO WILL DETERMINE IF AN ACTUAL CONFLICT EXISTS. IF A CONFLICT OF INTEREST IS IDENTIFIED AND THERE IS NO REASONABLE WAY TO MANAGE THE CONFLICT OF INTEREST, THE INDIVIDUAL MAY BE PROHIBITED FROM PARTICIPATING IN CONFLICTING ORGANIZATION AFFAIRS. IF THE ORGANIZATION BECOMES AWARE OF ANY CONFLICT OF INTEREST THAT WAS NOT DISCLOSED, A DISCUSSION WILL BE HELD WITH THE INDIVIDUAL, WRITTEN DISCLOSURE PROVIDED BY THE POLICY WILL BE COMPLETED, AND THE CONFLICT WILL BE MANAGED.
FORM 990, PART VI, SECTION B, LINE 15	THE BOARD OF DIRECTORS REVIEWS THE PRESIDENT'S PERFORMANCE AND DETERMINES THE APPROPRIATE COMPENSATION. THE SENIOR LEADERSHIP TEAM PERIODICALLY USES A CONSULTANT SPECIALIZING IN NON-PROFIT ORGANIZATIONS TO REVIEW THE ORGANIZATION'S COMPENSATION PACKAGE TO ENSURE THAT THE COMPENSATION POLICY SUPPORTS THE MISSION OF THE ORGANIZATION, PERFORMANCE GOALS AND VALUES, AND COMPETETIVENESS IN THE WORKPLACE. INTERVIEWS ARE CONDUCTED WITH SENIOR LEADERSHIP TO DISCUSS JOB RESPONSIBILITIES, POSITION DESCRIPTIONS, AND APPROPRIATE MARKETPLACES FOR COMPENSATION EVALUATION. ADJUSTMENTS TO PAY GROUPS AND PAY BANDS ARE MADE BASED ON MARKETPLACE CONDITIONS, RE-EVALUATION OF POSITION DESCRIPTIONS, ETC. ANNUAL INCREASES ARE GIVEN BASED ON PERFORMANCE AND BUDGET PARAMETERS. PRESIDENT REVIEWS PERSONNEL PERFORMANCE AND DETERMINES APPROPRIATE STAFF COMPENSATION
FORM 990, PART VI, SECTION C, LINE 19	THE FORM 990 IS AVAILABLE AT THE ORGANIZATION'S OFFICES DURING NORMAL BUSINESS HOURS OR A COPY WILL BE PROVIDED UPON REQUEST. THE FORM 990 IS ALSO ACCESSIBLE THROUGH GUIDESTAR.ORG. GOVERNING DOCUMENTS, THE CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE SUBJECT TO THE FEDERAL PUBLIC DISCLOUSURE RULES, AND THEREFORE, THESE DOCUMENTS WILL BE MADE PUBLICLY AVAILABLE BY ON-SITE REVIEW OR ELECTRONIC MEDIA.
FORM 990, PART IX, LINE 11G	OTHER PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 3,066,807. MANAGEMENT AND GENERAL EXPENSES 25,420. FUNDRAISING EXPENSES 1,569. TOTAL EXPENSES 3,093,796.
FORM 990, PART IX, LINE 24E	RECRUITMENT: PROGRAM SERVICE EXPENSES 7,687. MANAGEMENT AND GENERAL EXPENSES 5,115. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 12,802.
PART XIII, LINE 2C	PROCESS FOR OVERSIGHT OF THE AUDIT HAS NOT CHANGED FROM THE PRIOR YEAR.

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:

1	Briefly describe the organization’s mission or most significant activities: DEDICATED TO SUPPORTING STANDARDS-BASED EDUCATION REFORM EFFORTS ACROSS THE STATES. ACHIEVE HELPS STATES RAISE ACADEMIC STANDARDS AND GRADUATION REQUIREMENTS, IMPROVE ASSESSMENTS AND STRENGTHEN ACCOUNTABILITY.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	6
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	6
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	60
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 9,272,077 including grants of $ 2,797,500 ) (Revenue $ 343,520 )
	COLLEGE AND CAREER READY INITIATIVES: ACHIEVE'S COLLEGE AND CAREER READINESS WORK INCLUDES NATIONAL AND STATE CONTENT, POLICY, ADVOCACY, AND COALITION BUILDING ON ISSUES CRITICAL TO MEETING ACHIEVE'S MISSION THAT ALL STUDENTS GRADUATE FROM HIGH SCHOOL READY FOR POSTSECONDARY SUCCESS. AMONG THE ISSUES IN THIS WORK ARE THE ADOPTION AND IMPLEMENTATION OF COLLEGE- AND CAREER-READY POLICIES ON STANDARDS IN ENGLISH, MATHEMATICS AND SCIENCE AND ALIGNED ASSESSMENTS, GRADUATION REQUIREMENTS, AND ACCOUNTABILITY. ACHIEVE ALSO PROVIDES ADVOCACY AND COMMUNICATIONS SUPPORT TO STATES AND NATIONALLY. EACH YEAR, ACHIEVE HOLDS AN ANNUAL MEETING OF STATE AND NATIONAL EDUCATION LEADERS TO FACILITATE COLLABORATION ON THESE KEY ISSUES. (SEE SCHEDULE O FOR CONTINUATION)THE STATE POLICY AND IMPLEMENTATION SUPPORT UNIT ALSO RESEARCHES AND PRODUCES AN ANNUAL "CLOSING THE EXPECTATIONS GAP" REPORT, FACILITATES A PEER REVIEW PANEL OF TEACHERS TO EVALUATE AND IDENTIFY HIGH-QUALITY AND ALIGNED INSTRUCTIONAL MATERIALS TO HELP TEACHERS MEET THE COMMON CORE STATE STANDARDS (THE EQUIP INITIATIVE), AND PROVIDES SUPPORT TO STATES WHO ARE DEVELOPING COMPETENCY-BASED PATHWAYS TO A HIGH SCHOOL DIPLOMA, AMONG OTHER INITIATIVES.

4b	(Code: ) (Expenses $ 3,711,709 including grants of $ ) (Revenue $ 0 )
	NEXT GENERATION SCIENCE STANDARDS: ACHIEVE FACILITATED THE DEVELOPMENT OF THE NEXT GENERATION SCIENCE STANDARDS (NGSS) AND CONTINUES TO MANAGE AND SUPPORT THE NGSS NETWORK OF ADOPTING STATES AS THEY MOVE TOWARD IMPLEMENTATION OF THE STANDARDS. MEMBERS OF ACHIEVES' SCIENCE, COMMUNICATIONS, AND STRATEGIC INITIATIVES TEAMS WORK WITH ADOPTING STATES AND DISTRICTS TO DEMONSTRATE THE CONTRIBUTION OF THE NGSS TO COLLEGE AND CAREER READINESS AND TO STEM READINESS, ASSIST STATES IN COMMUNICATING WITH STAKEHOLDERS AND BUILDING SUPPORTIVE ADVOCACY COALITIONS, AND PROVIDE TOOLS AND GUIDANCE (INCLUDING A VERSION OF EQUIP FOR SCIENCE) TO STATES AND THE FIELD TO BUILD CAPACITY FOR EFFECTIVE IMPLEMENTATION OF THE NGSS IN CLASSROOMS.

4c	(Code: ) (Expenses $ 61,748 including grants of $ ) (Revenue $ 0 )
	BUSINESS CENTER FOR A COLLEGE AND CAREER READY AMERICA (BCCCRA): ACHIEVE HAS DEVELOPED A RANGE OF TOOLS, RESOURCES, AND SUPPORT SERVICES THAT AIMS TO HELP BUSINESS LEADERS THINK MORE STRATEGICALLY ABOUT HOW BEST TO SUPPORT COLLEGE AND CAREER READINESS FOR ALL STUDENTS IN STATES ACROSS THE COUNTRY. THE BCCCRA PROVIDES TECHNICAL ASSISTANCE AND ON-THE-GROUND SUPPORT TO BUSINESS ORGANIZATIONS COMMITTED TO HELPING STATES IMPLEMENT AND SUSTAIN THEIR COLLEGE- AND CAREER-READY AGENDA.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses13,045,534

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	2,121,264	0	436,885

				(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		14,913,515

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			14,913,515
			Business Code
2a	FEE FOR SERVICE CONTRACTS		611710	292,270	292,270
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			292,270
3	Investment income (including dividends, interest, and other similar amounts).......
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
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss)..........
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	OTHER INCOME		611710	51,250	51,250
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			51,250
12	Total revenue. See Instructions......			15,257,035	343,520	0	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	10,624,741	14,913,515
9	Program service revenue (Part VIII, line 2g) .........	2,528,880	292,270
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	0	0
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	69,131	51,250
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	13,222,752	15,257,035
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	2,797,500
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)	6,237,297	5,357,917
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 280,425
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	8,170,891	6,542,437
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	14,408,188	14,697,854
19	Revenue less expenses. Subtract line 18 from line 12.......	-1,185,436	559,181
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	6,013,866	5,844,514
21	Total liabilities (Part X, line 26).............	5,612,157	4,883,624
22	Net assets or fund balances. Subtract line 21 from line 20.....	401,709	960,890

(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) CHAD COLBY........................................................................ COMMUNICATIONS	40.00 .......................	X	132,919	0	15,131


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			3,573,575	1	2,835,625
2	Savings and temporary cash investments .........				2
3	Pledges and grants receivable, net ...........			954,417	3	1,760,307
4	Accounts receivable, net .............			479,519	4	140,530
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 ..............				8
9	Prepaid expenses and deferred charges ..........			129,932	9	262,197
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,560,351
b	Less: accumulated depreciation .....	10b	765,575	825,344	10c	794,776
11	Investments—publicly traded securities ..........				11
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			51,079	15	51,079
16	Total assets. Add lines 1 through 15 (must equal line 34)......			6,013,866	16	5,844,514
17	Accounts payable and accrued expenses .........			1,167,277	17	1,148,614
18	Grants payable .................				18
19	Deferred revenue ................			3,509,210	19	2,905,752
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....................			935,670	25	829,258
26	Total liabilities. Add lines 17 through 25.........			5,612,157	26	4,883,624
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			71,709	27	305,612
28	Temporarily restricted net assets ...........			330,000	28	655,278
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 ...........			401,709	33	960,890
34	Total liabilities and net assets/fund balances ........			6,013,866	34	5,844,514