TY 2015 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) Dennis White...................................................................... Board Chairman	5.0 ................. 0.0	X	X	0	0
(2) Rip Rapson...................................................................... Board Vice-Chairman	5.0 ................. 0.0	X	X	0	0
(3) Jill Nishi...................................................................... Board Treasurer	2.0 ................. 0.0	X	X	0	0
(4) Ben Hecht...................................................................... President and CEO	40.0 ................. 0.0	X	X	405,016	25,135
(5) Patrick McCarthy...................................................................... Director	2.0 ................. 0.0	X		0	0
(6) Emilia Wiener...................................................................... Director	2.0 ................. 0.0	X		0	0
(7) Andrew Plepler...................................................................... Director	2.0 ................. 0.0	X		0	0
(8) Brandee McHale...................................................................... Director	2.0 ................. 0.0	X		0	0
(9) Gary Hattem...................................................................... Director	2.0 ................. 0.0	X		0	0
(10) Xavier de Souza Briggs...................................................................... Director	2.0 ................. 0.0	X		0	0
(11) Barbara Picower...................................................................... director	2.0 ................. 0.0	X		0	0
(12) Chanuncy Lennon...................................................................... Director	2.0 ................. 0.0	X		0	0
(13) Craig Howard...................................................................... Director	2.0 ................. 0.0	X		0	0
(14) Kate Wolford...................................................................... Director	2.0 ................. 0.0	X		0	0
(15) Audrey Choi...................................................................... Director	2.0 ................. 0.0	X		0	0
(16) Lata Reddy...................................................................... Director	2.0 ................. 0.0	X		0	0
(17) Risa Lavizzo-Mourey...................................................................... Director	2.0 ................. 0.0	X		0	0

(A) Name and business address	(B) Description of services	(C) Compensation
Deloitte Consulting LLP, 200 Berkeley Street BOSTON,MA02116	financial services	364,105
Global Gateway Advisors LLC, 81 Prospect Street BROOKLYN,NY11201	Consulting Services	234,554
Innovation Labs, 257 Castle Glen Road WALNUT CREEK,CA94595	Summit faciliation	127,848
RTI International, PO Box 12194 RESEARCH TRIANGLE PARK,NC27709	consulting service	111,763
Results Scorecard LLC, 11300 Rockville Pike Suite 1001 ROCKVILLE,MD20852	training	110,324
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 15

- 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.
right arrow

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

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

OMB No. 1545-0047

2015

Open to Public
Inspection

Name of the organization

LIVING CITIES INC THE NATIONAL COMMUNITY
DEVELOPMENT INITIATIVE

Employer identification number

26-0003950

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 (Form 990 or 990-EZ))

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 990-EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2015

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) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any unusual grants.) ....	3,587,682	4,993,500	26,713,121	6,611,829	11,118,733	53,024,865
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......						0
3	The value of services or facilities furnished by a governmental unit to the organization without charge..						0
4	Total. Add lines 1 through 3	3,587,682	4,993,500	26,713,121	6,611,829	11,118,733	53,024,865
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)..						33,188,579
6	Public support. Subtract line 5 from line 4.						19,836,286

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
7	Amounts from line 4..	3,587,682	4,993,500	26,713,121	6,611,829	11,118,733	53,024,865
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	149,220	26,382	34,548	22,751	28,827	261,728
9	Net income from unrelated business activities, whether or not the business is regularly carried on..						0
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..	227	4	2,609	2,320	7,367	12,527
11	Total support. Add lines 7 through 10.						53,299,120

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

2,010,956

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 2015 (line 6, column (f) divided by line 11, column (f)) .........

37.217 %

Public support percentage for 2014 Schedule A, Part II, line 14 ...............

38.408 %

16a

33 1/3% support test—2015. 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—2014. 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—2015. 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—2014. 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) 2015

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) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(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) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(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 2015 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2014 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2015 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2014 Schedule A, Part III, line 17 .............

19a

331/3% support tests—2015. 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—2014. 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) 2015

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 (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) 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 section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .

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

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 9a) 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 9a) 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 section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b 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

Schedule A (Form 990 or 990-EZ) 2015

Page 5

Part IV

Supporting Organizations (continued)

Yes

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

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, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) 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) 2015

Page 6

Part V

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

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

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) 2015

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)

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 2015 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-2015	(iii) Distributable Amount for 2015
1 Distributable amount for 2015 from Section C, line 6
2 Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2015:
a
b
c
d From 2013.......
e From 2014.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2015 distributable amount
i Carryover from 2010 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2015 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2015 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2016. Add lines 3j and 4c.
8 Breakdown of line 7:
a
b
c Excess from 2013.......
d From 2014.......
e From 2015.......

Schedule A (Form 990 or 990-EZ) (2015)

Schedule A (Form 990 or 990-EZ) 2015

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) 2015

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

2015

Name of the organization

LIVING CITIES INC THE NATIONAL COMMUNITY
DEVELOPMENT INITIATIVE

Employer identification number

26-0003950

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 other 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) (2015)

Schedule B (Form 990, 990-EZ, or 990-PF) (2015) Page 2

Name of organization LIVING CITIES INC THE NATIONAL COMMUNITY DEVELOPMENT INITIATIVE

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) (2015)

Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

Page 3

Name of organization LIVING CITIES INC THE NATIONAL COMMUNITY DEVELOPMENT INITIATIVE		Employer identification number 26-0003950

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) (2015)

Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

Page 4


Name of organization LIVING CITIES INC THE NATIONAL COMMUNITY DEVELOPMENT INITIATIVE			Employer identification number 26-0003950
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.) $ 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) (2015)

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," on 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

2015

Open to Public Inspection

Name of the organization

LIVING CITIES INC THE NATIONAL COMMUNITY
DEVELOPMENT INITIATIVE

Employer identification number

26-0003950

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on 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" on 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, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, 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" on 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 on 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 on 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) 2015

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" on 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


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
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" on Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	(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 on 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" on 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' on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land ...
b	Buildings
c	Leasehold improvements	42,984	38,258	4,726
d	Equipment ...	484,170	418,031	66,139
e	Other ...
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				70,865

Schedule D (Form 990) 2015

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' on 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
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on 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
(1)NOTES AND LOANS RECEIVABLE	21,093,124	F
(2)4.0% SOCIAL FINANCE LLC	509,000	C
(3)2% IMPACT VENTURES III LP	223,286	C
(4)2.5% URBAN INNOVATION FD I LP	60,000	C
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)	21,885,410

Part IX

Other Assets. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

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

1.(a) Description of liability	(b) Book value
(1) Federal income taxes	0
REFUNDABLE ADVANCES	619,716
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	619,716
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) 2015

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	11,657,635
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	-4,044
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	-4,044
3	Subtract line 2e from line 1..................			3	11,661,679
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
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	11,661,679

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	12,258,996
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
3	Subtract line 2e from line 1...................			3	12,258,996
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	45,577
c	Add lines 4a and 4b.....................			4c	45,577
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	12,304,573

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

Living Cities follows the provisions of Accounting Standards Codification (ASC) 740-10 related to accounting for uncertainty in income taxes. Income tax benefits are recognized for income tax positions taken or expected to be taken in a tax return, only when it is determined that the income tax position will more-likely-than-not be sustained upon examination by taxing authorities. Living Cities has analyzed tax positions taken for filing with the Internal Revenue Service and all state jurisdictions where it operates. Living Cities believes that income tax filing positions will be sustained upon examination and does not anticipate any adjustments that would result in a material adverse effect on the Living Cities' financial condition, results of operations or cash flows. Accordingly, Living Cities' has not recorded any reserves, or related accruals for interest and penalties for uncertain income tax positions at June 30, 2016 and 2015. Living Cities is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any open tax periods. Living Cities' believes it is no longer subject to income tax examinations for years prior to 2013.

part xii, line 4b

PRIOR YEAR GRANTS REFUNDED IN THE CURRENT YEAR NETTED WITH FINANCIAL STATEMENT EXPENSES $ 45,577.

Schedule D (Form 990) 2015

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," on 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

2015

Open to Public
Inspection

Name of the organization
LIVING CITIES INC THE NATIONAL COMMUNITY
DEVELOPMENT INITIATIVE

Employer identification number
26-0003950

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" on 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	(e) Amount of non-cash assistance	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance

(1) 504HealthNet 2601 Tulane Ave 500 New Orleans,LA70119	26-2831459	501(c)(3)	100,000	See Part IV
(2) Association of Baltimore Area Grantmakers 2 East Read Street Baltimore,MD21202	52-1326863	501(c)(3)	125,000	See Part IV
(3) California Community Foundation 221 S Figueroa St Los Angeles,CA90012	93-3510055	501(c)(3)	75,000	See Part IV
(4) Case Western Reserve University 10900 Euclid Ave Cleveland,OH44106	34-1018992	501(c)(3)	10,000	See Part IV
(5) City of Atlanta 55 Trinity Ave Ste 2400 Atlanta,GA30303	58-6000511	Atlanta City	25,000	See Part IV
(6) City of Baltimore 25 S Charles Street Baltimore,MD21201	52-6000769	Baltimore City	50,000	See Part IV
(7) City of New Orleans 1300 Perdido St2E04 New Orleans,LA70112	72-6000969	New Orleans Cit	250,000	See Part IV
(8) City of Seattle PO Box 94649 Seattle,WA98124	91-6001275	Seattle City	23,750	See Part IV
(9) Coalition for Nonprofit Housing and Economic Devel 727 15th Street NW Washington,DC20005	52-1750323	501(c)(3)	190,000	See Part IV
(10) Code for America 155 9th Street San Francisco,CA94103	27-1067272	501(c)(3)	150,000	See Part IV
(11) Community Foundation of Louisville 325 W Main St 1110 Louisville,KY40202	31-0997017	501(c)(3)	90,000	See Part IV
(12) Community Foundation of New Jersey 35 Knox Hill Road Morristown,NJ07963	22-2281783	501(c)(3)	215,000	See Part IV
(13) Metropolitan Area Planning Council 60 Temple Place 6th Fl Boston,MA02111	04-2472296	501(c)(3)	200,000	See Part IV
(14) Minneapolis Foundation 800 IDS Ctr 80S8 St Minneapolis,MN55402	41-6029402	501(c)(3)	300,000	See Part IV
(15) Neighborhood Development Center 663 Univ Ave Ste 200 St Paul,MN55104	41-1738791	501(c)(3)	100,000	See Part IV
(16) NUSENDA Foundation PO Box 8530 Albuquerque,NM87198	47-1284916	501(c)(3)	290,000	See Part IV
(17) Public Health-Seattle and King County 401 - 5th Ave Ste 1300 Seattle,WA98104	91-6001327	501(c)(3)	250,000	See Part IV
(18) Rise Community Development 1627 Washington Ave St Louis,MO63103	43-1611669	501(c)(3)	200,000	See Part IV
(19) Rockefeller Philanthropy Advisors 6 West 48th St 10th Fl New York,NY10036	13-3615533	501(c)(3)	25,000	See Part IV
(20) San Francisco Foundation 1 Embarcadero Ctr San Francisco,CA94111	01-0679337	501(c)(3)	250,000	See Part IV
(21) The Mayor's Fund for Philadelphia City Hall 708 Philadelphia,PA19107	23-2174863	501(c)(3)	90,000	See Part IV
(22) The Urban Institute 2100 M Street NW Washington,DC20037	52-0880375	501(c)(3)	10,000	See Part IV
(23) Third Sector Capital Partners 500 Washington St San Francisco,CA94111	46-1301032	501(c)(3)	100,000	See Part IV
(24) TUMML 645 Harrison St San Francisco,CA94107	37-1702739	501(c)(3)	10,000	See Part IV

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) 2015

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" on 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

(1)
(2)
(3)
(4)
(5)
(6)
(7)

Part IV

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

Return Reference

Explanation

Part I Description of Procedure for Monitoring Use of Funds:

Program milestones, periodic reports and financial reports are required of eacH grantee.

part ii Purpose of grant or assistance:

Page 1: (1)Support Phase II work with City Accelerator's Revitalizing Community Engagement cohort. (2)Baltimore Integration Partnership. (3)Build capacity for Equitable Transit-Oriented Development through the Los Angeles Transit, Housing, Resources and Investment for a Vibrant Economy (LA THRIVES) Collaborative. (4)Civic Tech and Data Collaborative to build local civic tech and data ecosystem. (5)Strengthen relationships with community groups in Atlantas Westside and capture stories from residents about their neighborhoods. (6)To support the development and implementation of engagement strategies related to Baltimores Re-entry Right program. (7)To accelerate improvement of the well-being of New Orleans low-income communities. (8)To support Seattles early-stage work with the City Accelerators cohort on innovation in community engagement. (9)To support participation in the Civic Tech and Data Collaborative. (10)To support participation in the Civic Tech and Data Collaborative. (11)In support of the City of Louisville's work with the City Accelerator to test a "pipeline" process for innovation projects. (12)In support of participation in the City Accelerator to test a "pipeline" process for innovation projects. Page 2: (1)To support joint initiative to harness the power of data and technology to improve the lives of low-income people. (2)To re-focuses the work of The Integration Initiative in northern Minneapolis by supporting the Northside Funders Group. (3)Supports the development of a national cohort based on the NDC model of working with low-income, inner-city entrepreneurs of color within their own neighborhood. (4)To accelerate improvement of the well-being of Albuquerques low-income communities; support of the development of a comprehensive citywide ETOD policy in Albuquerque. (5)To accelerate improvement of the well-being of Seattle-King Countys low-income communities. (6)To support joint initiative to harness the power of data and technology to improve the lives of low-income people. (7)General support to expand Opportunities for Boys and Men of Color. (8)To accelerate improvement of the well-being of San Franciscos low-income communities. (9)In support of the City of Philadelphias proposed project under the City Accelerator. (10)Planning grant in partnership to participate in the Civic Tech and Data Collaborative. (11)In support of Pay for Performance Workforce Investment Opportunity Act initiative. (12)Sponsorship.

Schedule I (Form 990) 2015

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" on 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

2015

Open to Public Inspection

Name of the organization

LIVING CITIES INC THE NATIONAL COMMUNITY
DEVELOPMENT INITIATIVE

Employer identification number

26-0003950

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 on 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 on 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 on 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," on line 5a or 5b, describe in Part III.

For persons listed on 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," on line 6a or 6b, describe in Part III.

For persons listed on 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 on 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" on 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) 2015

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 on 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 on 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)
1Ben HechtPresident and CEO	(i) (ii)	369,020 ------------- 0	35,996 ------------- 0	0 ------------- 0	24,599 ------------- 0	536 ------------- 0	430,151 ------------- 0	0 ------------- 0
2Elodie BaquerotChief Operating Officer	(i) (ii)	154,760 ------------- 0	7,500 ------------- 0	0 ------------- 0	15,770 ------------- 0	536 ------------- 0	178,566 ------------- 0	0 ------------- 0
3David LafluerDirector, Finance & Admin	(i) (ii)	181,467 ------------- 0	5,000 ------------- 0	0 ------------- 0	19,008 ------------- 0	536 ------------- 0	206,011 ------------- 0	0 ------------- 0
4Tynesia Boyea-RobinsonDirector, Collective Impact	(i) (ii)	177,731 ------------- 0	7,500 ------------- 0	0 ------------- 0	13,061 ------------- 0	536 ------------- 0	198,828 ------------- 0	0 ------------- 0
5Eileen NeelyDirector, Capital Innovation	(i) (ii)	200,115 ------------- 0	5,000 ------------- 0	0 ------------- 0	18,763 ------------- 0	536 ------------- 0	224,414 ------------- 0	0 ------------- 0
6Steven BosackerDirector, Public Sector Innova	(i) (ii)	184,610 ------------- 0	5,000 ------------- 0	0 ------------- 0	15,159 ------------- 0	536 ------------- 0	205,305 ------------- 0	0 ------------- 0
7Daniela PinedaAsst.Director,impact evaluat.	(i) (ii)	148,526 ------------- 0	2,000 ------------- 0	0 ------------- 0	14,206 ------------- 0	536 ------------- 0	165,268 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2015

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) 2015

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

2015

Open to Public
Inspection

Name of the organization

LIVING CITIES INC THE NATIONAL COMMUNITY
DEVELOPMENT INITIATIVE

Employer identification number

26-0003950

Return Reference	Explanation
FORM 990, PART III, LINE 4D, OTHER PROGRAM SERVICES	Knowledge and Impact - Work in this area includes the organizational evaluation of Living Cities as well as initiatives to foster the spread of experimentation and adoption of promising approaches by adopting an open sourced and networked approach to share knowledge. Living Cities works closely with networks of practitioners to rapidly prototype and share what is being learned in real-time with the broader social change field. Expenses $ 735,913. including grants of $ 0. Revenue $ 0. The Integration Initiative - Living Cities' Integration Initiative demonstrates a new approach to both philanthropy and systemic change. It provides financial packages that include grants, loans and Program-Related Investments (PRIs) to targeted areas, where the public, private, philanthropic and non-profit sectors have agreed to work as partners to address a variety of issues, including access to education, housing, health care, transit, and jobs for their low-income residents. Expenses $ 89,975. including grants of $ 0. Revenue $ 0. Admiral Center - The mission of the Admiral Center is to help celebrities use their resources and influence to develop sustainable and impactful solutions to improve the lives of low-income people in America. Since its founding in 2008, the Admiral Center has leveraged the expertise of Living Cities and its members to improve the effectiveness of celebrity and accelerate social change. Expenses $ 44,329. including grants of $ 0. Revenue $ 0. Civic Technology - Living Cities is exploring ways to marry innovations in data and technology with system change efforts. Smart cities technologies, open data, predictive analytics and apps for civic engagement have proliferated in recent years, giving cities new and powerful tools to solve tough problems. Expenses $ 904,735. including grants of $ 750,000. Revenue $ 0. Catalyst loan Fund - Launched in July 2008, the Catalyst Fund has aggregated patient, flexible capital from member organizations and others to provide below-market rate loans and guarantees to improve the lives of economically disadvantaged urban communities and residents. The Catalyst Fund deploys concessionary, flexible debt from socially motivated investors to improve the lives of low-income people and the communities where they live. The Catalyst Fund's investments focus on these areas: improving education; providing opportunities to build income and wealth; promoting health and wellness, and; enhancing neighborhoods and communities. Expenses $ 521,530. including grants of $ 0. Revenue $ 518,302. iteams - In early 2015, Living Cities partnered with Bloomberg Philanthropies to lead efforts to connect the growing network of cities with dedicated innovation teams (currently 15 U.S. cities and two cities in Israel) who are developing and deploying bold ideas to tackle the biggest issues facing city governments. As part of this work, Living Cities is sharing emerging learnings from this work with the field. Living Cities employs multiple tactics, from dynamic in-person forums, to webinars, a digital platform for conversation, blogging events, and a social media strategy to create opportunities for i-teams to learn from each other and for other cities and urban practitioners to learn from the i-teams' efforts. Expenses $ 1,009,923. including grants of $0. Revenue $ 0. outcomes fund The Living Cities Executive Committee created a $1,500,000 grant, Outcomes Fund, to be targeted to activities that will help Living Cities to achieve its stated outcomes. These outcomes primarily include progress being made in select cities towards achieving locally defined goals and greater take-up nationally of elements of the emerging new urban practice. Expenses $ 225,000. including grants of $ 0. Revenue $ 0. policy lab model The primary purpose of Laura and John Arnold Fund funding is to provide technical assistance to up to 30 cities selected to be part of the cross-sector Policy Labs across the United States that Living Cities will select with Laura and John Arnold Fund. Expenses $ 106,299. including grants of $ 0. Revenue $ 0. race and us cities The Race and US Cities initiative refers to Living Cities commitment to accelerating progress on issues of racial equity and inclusion at the systems level. Expenses $ 384,550. including grants of $ 0. Revenue $ 0. social entrepreneurs These funds from Deutsche Bank Americas Foundation were requested and utilized to explore the setting-up of an entity to finance social entrepreneurs serving disadvantaged communities. Expenses $ 44,666. including grants of $ 0. Revenue $ 0. blended catalyst loan fund The Blended Catalyst Fund has aggregated patient, flexible capital from member organizations and others to test innovative approaches to solving urban problems. The Blended Catalyst Fund combines philanthropic and commercial debt under the premise that both types of capital are needed to support initiatives that achieve better results for low-income people in US cities. The Fund currently includes ten philanthropic and commercial investors that are committed to increasing the flow of available capital to meet growing demand for social services across the country. Expenses $ 74,247. including grants of $ 0. Revenue $ 0.
FORM 990, PART VI, SECTION A, LINE 7A	Each "Funding Organization" has the right to appoint a director to the Board.
FORM 990, PART VI, SECTION B, LINE 11	THE ORGANIZATION'S FORM 990 UNDERGOES A NUMBER OF INTERNAL AND EXTERNAL REVIEWS BEFORE IT IS FILED WITH THE IRS. THE RETURN IS PREPARED BY THE ORGANIZATION'S PUBLIC ACCOUNTING FIRM, BDO USA, BASED ON INFORMATION PROVIDED BY THE ORGANIZATION'S CFO, AND IS REVIEWED BY THE ORGANIZATION'S CEO AND THE CFO AND THE AUDIT COMMITTEE PRIOR TO FILING.
FORM 990, PART VI, SECTION B, LINE 12C	All employees must sign a Conflict of Interst Disclosure Statement when hired; the Statement explicitly requires the employee to report, to file, and amend Statement with the CEO if a conflict may arise during their tenure.
FORM 990, PART VI, SECTION B, LINE 15	In 2013, the organization retained a compensation consultant to review and confirm the salary ranges of all positions in the organization. The results of that study were updated in 2015, fiscal year 2016.
FORM 990, PART VI, SECTION C, LINE 19	The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.
FORM 990, PART XI, LINE 9	PRIOR YEAR GRANTS REFUNDED IN THE CURRENT YEAR $ 45,577.
FORM 990, PART XII, LINE 2C	OVERSIGHT OF AUDIT: THERE HAVE BEEN NO CHANGES DURING THE YEAR IN THE PROCESS FOR OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS.
FORM 990 PART IX LINE 11G	DESCRIPTION:PROFESSIONAL FEES TOTAL FEES:1583193
FORM 990 PART IX LINE 11G	DESCRIPTION:UNDERWRITING TOTAL FEES:72122
FORM 990 PART IX LINE 11G	DESCRIPTION:CLERICAL/TEMP SUPPORT TOTAL FEES:67204
FORM 990 PART IX LINE 11G	DESCRIPTION:RECRUITING FEES TOTAL FEES:165454
FORM 990 PART IX LINE 11G	DESCRIPTION:STAFF DEVELOPMENT TOTAL FEES:3691

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2015

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990.
MediumBullet

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

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

LIVING CITIES INC THE NATIONAL COMMUNITY
DEVELOPMENT INITIATIVE

Employer identification number

26-0003950

Part I

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

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) Living Cities Catalyst Fund LLC 1040 Avenue of the Americas New York,NY10018 26-2987680	PRI Lender	DE	523,567	28,100,668	LCI
(2) Living Cities Blended Catalyst Fund LLC 1040 Avenue of the Americas New York,NY10018 30-0889697	PRI Lender	DE	150,000	4,600,753	LCI

Part II

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No

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

Cat. No. 50135Y

Schedule R (Form 990) 2015

Page 2

Part III

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

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

Part IV

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

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

Schedule R (Form 990) 2015

Page 3

Part V

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

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Schedule R (Form 990) 2015

Page 4

Part VI

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

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

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

Schedule R (Form 990) 2015

Page 5

Part VII

Supplemental Information

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

Return Reference	Explanation

Schedule R (Form 990) 2015

Additional Data

Software ID:
Software Version:

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	6,611,829	11,118,733
9	Program service revenue (Part VIII, line 2g) .........	439,615	506,751
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	25,279	28,828
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	2,320	7,367
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	7,079,043	11,661,679
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	2,449,000	3,243,755
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)	3,723,162	3,938,423
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 121,173
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	5,046,008	5,122,395
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	11,218,170	12,304,573
19	Revenue less expenses. Subtract line 18 from line 12.......	-4,139,127	-642,894
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	51,498,276	45,800,626
21	Total liabilities (Part X, line 26).............	32,124,359	27,028,070
22	Net assets or fund balances. Subtract line 21 from line 20.....	19,373,917	18,772,556

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 2,057,556 including grants of $ 160,000 ) (Revenue $ )
	Capital Innovation - The focus of work in this program area is to blend public, private, and philanthropic financial resources in new ways to better meet the needs of cities and to improve the lives of low-income people.

4b	(Code: ) (Expenses $ 1,177,763 including grants of $ 1,508,636 ) (Revenue $ )
	Collective Impact refers to Living Cities work to create ambitious, data-driven, results-oriented partnerships committed to solving complex social and economic problems in cities.

4c	(Code: ) (Expenses $ 2,211,929 including grants of $ 825,119 ) (Revenue $ )
	Public Sector Innovation - By working with public sector leaders to foster more nimble, collaborative, and data-driven local governments, Living Cities seeks to change the conversation about cities by promoting the assets and potential of urban neighborhoods and their residents.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 4,141,167 including grants of $ 750,000 ) (Revenue $ 506,751 )
4e	Total program service expenses9,588,415

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) Michael Myers........................................................................ Director	2.0 .......................0.0	X			0	0	0
(19) Phillip Henderson........................................................................ Director	2.0 .......................0.0	X			0	0	0
(20) Joe Scantlebury........................................................................ Director	2.0 .......................0.0	X			0	0	0
(21) Mike Rizer........................................................................ Director	2.0 .......................0.0	X			0	0	0
(22) Elodie Baquerot........................................................................ Chief Operating Officer	40.0 .......................0.0		X		162,260	0	16,306
(23) David Lafluer........................................................................ Director, Finance & Admin	40.0 .......................0.0			X	186,467	0	19,544
(24) Tynesia Boyea-Robinson........................................................................ Director, Collective Impact	40.0 .......................0.0			X	185,231	0	13,597
(25) Eileen Neely........................................................................ Director, Capital Innovation	40.0 .......................0.0			X	205,115	0	19,299
(26) Steven Bosacker........................................................................ Director, Public Sector Innova	40.0 .......................0.0			X	189,610	0	15,695
(27) Daniela Pineda........................................................................ Asst.Director,impact evaluat.	40.0 .......................0.0			X	150,526	0	14,742

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	1,484,225	0	124,318

1	Briefly describe the organization’s mission or most significant activities: Living Cities harnesses the collective power of philanthropy and financial institutions to improve the lives of low-income people and the cities where they live.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	20
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	19
5	Total number of individuals employed in calendar year 2015 (Part V, line 2a) ......	5	52
6	Total number of volunteers (estimate if necessary) .............	6	20
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

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 above		1f	11,118,733

g	Noncash contributions included in lines 1a-1f:$
h Total.Add lines 1a-1f.......		11,118,733

			Business Code
2a	LOAN FEES AND INTEREST	900099	506,751	506,751
b
c
d
e
f	All other program service revenue.
g Total.Add lines 2a–2f.....			506,751

3 Investment income (including dividends, interest, and othersimilar amounts) ..........			28,827			28,827
4 Income from investment of tax-exempt bond proceeds			0
5 Royalties...........			0
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss)......			0
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory		1,140,224
b	Less: cost or other basis and sales expenses		1,140,223
c	Gain or (loss)		1
d	Net gain or (loss).....			1			1
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities..			0
10a	Gross sales of inventory, less returns and allowances ..
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Business Code			Miscellaneous Revenue
11a	MISCELLANEOUS		900099	7,367			7,367
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			7,367
12	Total revenue. See Instructions......			11,661,679	506,751		36,195

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21	3,243,755	3,243,755
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	608,716	387,545	103,018	118,153
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	2,610,569	2,074,502	536,067
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	231,090	183,467	47,623
9	Other employee benefits .......	283,307	224,923	58,384
10	Payroll taxes ...........	204,741	170,690	34,051
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	113,373	109,064	4,309
c	Accounting ...........	206,889		206,889
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	1,891,664	1,420,310	468,334	3,020
12	Advertising and promotion ....	53,765	177	53,588
13	Office expenses .......	145,758	23,475	122,283
14	Information technology ......	86,873		86,873
15	Royalties ..	0
16	Occupancy ...........	417,222		417,222
17	Travel ............	1,074,220	972,308	101,912
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .	0
19	Conferences, conventions, and meetings ....	475,360	345,963	129,397
20	Interest ...........	301,133	301,133
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization ..	44,208		44,208
23	Insurance ...	43,847		43,847
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	ALL OTHER	268,083	131,103	136,980
b
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	12,304,573	9,588,415	2,594,985	121,173
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).

1	Cash–non-interest-bearing ........			17,922,458	1	11,332,282
2	Savings and temporary cash investments .........			722,864	2	525,608
3	Pledges and grants receivable, net ......			8,613,335	3	6,405,213
4	Accounts receivable, net .............			0	4	0
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net ....			0	7	0
8	Inventories for sale or use ........			0	8	0
9	Prepaid expenses and deferred charges ......			19,388	9	26,243
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	527,154
b	Less: accumulated depreciation	10b	456,289	115,073	10c	70,865
11	Investments—publicly traded securities .			5,438,881	11	5,459,301
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 ..			18,553,135	13	21,885,410
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			113,142	15	95,704
16	Total assets. Add lines 1 through 15 (must equal line 34)...			51,498,276	16	45,800,626

17	Accounts payable and accrued expenses .....	593,843	17	1,101,173
18	Grants payable ...	3,410,724	18	1,854,909
19	Deferred revenue .........	0	19	0
20	Tax-exempt bond liabilities .........	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D	0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ..	18,980,047	24	23,452,272
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	9,139,745	25	619,716
26	Total liabilities. Add lines 17 through 25..	32,124,359	26	27,028,070

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	7,901,413	27	10,286,374
28	Temporarily restricted net assets ...........	11,472,504	28	8,486,182
29	Permanently restricted net assets	0	29	0
	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 ...........	19,373,917	33	18,772,556
34	Total liabilities and net assets/fund balances ........	51,498,276	34	45,800,626