efile Public Visual Render
ObjectId: 201342279349302339 - Submission: 2013-08-15
TIN: 23-7069110
Form
990
Department of the Treasury
Internal Revenue Service
Return of Organization Exempt From Income Tax
Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)
The organization may have to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0047
20
12
Open to Public Inspection
A
For the 2012 calendar year, or tax year beginning
04-01-2012
, 2012, and ending
03-31-2013
B
Check if applicable:
Address change
Name change
Initial return
Terminated
Amended return
Application pending
C
Name of organization
OXFAM-AMERICA INC
Doing Business As
Number and street (or P.O. box if mail is not delivered to street address)
226 CAUSEWAY STREET 5TH FLOOR
Room/suite
City or town, state or country, and ZIP + 4
BOSTON
,
MA
02114
D Employer identification number
23-7069110
E Telephone number
(617) 482-1211
G
Gross receipts $
101,252,537
F
Name and address of principal officer:
RAYMOND OFFENHEISER
226 CAUSEWAY STREET 5TH FLOOR
BOSTON
,
MA
02114
I
Tax-exempt status:
501(c)(3)
501(c)
(
)
(insert no.)
4947(a)(1)
or
527
J
Website:
WWW.OXFAMAMERICA.ORG
H(a)
Is this a group return for
affiliates?
Yes
No
H(b)
Are all affiliates included?
Yes
No
If "No," attach a list. (see instructions)
H(c)
Group exemption number
K
Form of organization:
Corporation
Trust
Association
Other
L
Year of formation:
1974
M
State of legal domicile:
MA
Part I
Summary
1
Briefly describe the organization’s mission or most significant activities:
CREATE LASTING SOLUTIONS TO GLOBAL POVERTY, HUNGER, AND INJUSTICE.
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
20
5
Total number of individuals employed in calendar year 2011 (Part V, line 2a)
......
5
303
6
Total number of volunteers (estimate if necessary)
.............
6
2,206
7a
Total unrelated business revenue from Part VIII, column (C), line 12
........
7a
0
b
Net unrelated business taxable income from Form 990-T, line 34
.........
7b
0
Prior Year
Current Year
8
Contributions and grants (Part VIII, line 1h)
.........
34,993,203
63,705,258
9
Program service revenue (Part VIII, line 2g)
.........
0
0
10
Investment income (Part VIII, column (A), lines 3, 4, and 7d )
....
689,169
1,535,593
11
Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)
86,987
181,473
12
Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)
...................
35,769,359
65,422,324
13
Grants and similar amounts paid (Part IX, column (A), lines 1–3 )
...
13,611,728
20,898,248
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)
12,663,299
31,050,866
16a
Professional fundraising fees (Part IX, column (A), line 11e)
.....
741,705
1,576,916
b
Total fundraising expenses (Part IX, column (D), line 25)
10,711,344
17
Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)
....
10,827,701
24,437,856
18
Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)
37,844,433
77,963,886
19
Revenue less expenses. Subtract line 18 from line 12
.......
-2,075,074
-12,541,562
Beginning of Current Year
End of Year
20
Total assets (Part X, line 16)
.............
102,090,256
88,914,901
21
Total liabilities (Part X, line 26)
.............
14,652,849
11,493,975
22
Net assets or fund balances. Subtract line 21 from line 20
.....
87,437,407
77,420,926
Part II
Signature Block
Sign Here
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
2013-08-15
Signature of officer
Date
MARK KRIPP
CFO
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
Preparer's signature
CRAIG KLEIN
Date
Check
if
self-employed
PTIN
P00734640
Firm's name
CBIZ TOFIAS
Firm's EIN
26-3753134
Firm's address
500 BOYLSTON STREET
BOSTON
,
MA
02116
Phone no.
(617) 761-0600
May the IRS discuss this return with the preparer shown above? (see instructions)
............
Yes
No
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form
990
(2012)
Page 2
Form 990 (2012)
Page
2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response to any question in this Part III
...............
1
Briefly describe the organization’s mission:
OXFAM AMERICA IS AN INTERNATIONAL RELIEF AND DEVELOPMENT ORGANIZATION THAT CREATES LASTING SOLUTIONS TO POVERTY, HUNGER, AND INJUSTICE. WITH INDIVIDUALS AND LOCAL GROUPS IN MORE THAN 90 COUNTRIES, OXFAM SAVES LIVES, HELPS PEOPLE OVERCOME POVERTY AND FIGHTS FOR SOCIAL JUSTICE.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ?
......................
Yes
No
If “Yes,” describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services?
............................
Yes
No
If “Yes,” describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.
4a
(Code:
) (Expenses $
24,007,979
including grants of $
8,448,572
) (Revenue $
)
PROGRAMS TO OVERCOME POVERTY AND INJUSTICE: IN ETHIOPIA, OUR RURAL RESILIENCE INITIATIVE PROVIDED POOR FARMERS WITH TOOLS TO STRENGTHEN FOOD AND INCOME SECURITY THROUGH IMPROVED RESOURCE MANAGEMENT, WEATHER-INDEXED INSURANCE, MICROCREDIT, AND SAVINGS. IN HAITI, WORK HAS MOVED FROM EMERGENCY REPONSE TO LONGER TERM DEVELOPMENT, SPECIFICALLY WITH RICE FARMERS. OXFAM AND PARTNERS CLEARED MORE THAN 60 MILES OF IRRIGATION CHANNELS IN THE ARTIBONITE VALLEY, BUILT A NEW RICE MILL TO SAVE BOTH TIME AND MONEY USUALLY SPENT ON TRANSPORT OF GRAIN, AND INTRODUCED A METHOD OF GROWING RICE TO IMPROVE RICE YIELDS. WORK ALSO CONTINUED WITH COMMUNITIES AFFECTED BY OIL, GAS, AND MINING OPERATIONS IN WEST AFRICA, LATIN AMERICA, AND SOUTHEAST ASIA.
4b
(Code:
) (Expenses $
18,399,415
including grants of $
8,340,724
) (Revenue $
)
SAVING LIVES: EMERGENCY RESPONSE AND PREPAREDNESS: WHEN DISASTER STRIKES, OXFAM AND ITS LOCAL PARTNERS MOVE QUICKLY TO MEET PEOPLE'S EMERGENCY NEEDS. WE ALSO WORK TO BUILD THE CAPACITY OF VULNERABLE COMMUNITIES TO BE BETTER PREPARED FOR A DISASTER. WHEN THE OCTOBER 2011 STORM STRUCK EL SALVADOR, THE READINESS OF THE COUNTRY'S OXFAM-TRAINED TEAM OF WATER, SANITATION, AND HYGIENE VOLUNTEERS WAS UNPRECEDENTED. THIS PAST YEAR WE DEVELOPED SIMILAR TEAMS IN GUATEMALA, HONDURAS, HAITI, AND PERU. WORK ALSO CONTINUED IN THE DROUGHT AFFECTED SAHEL REGION OF WEST AFRICA AND IN CAMPS OF INTERNALLY DISPLACED PEOPLE IN SUDAN - REHABILITATING WELLS, PROVIDING PEOPLE WITH CASH TO BUY FOOD, AND TRAINING COMMUNITIES IN WATER, SANITATION, AND HYGENE ACTIVITIES.
4c
(Code:
) (Expenses $
13,443,644
including grants of $
3,978,808
) (Revenue $
)
CAMPAIGNING FOR SOCIAL JUSTICE: WE SUPPORT THE RIGHT OF PEOPLE LIVING IN POOR COMMUNITIES TO PARTICIPATE MEANINGFULLY IN DISCUSSIONS ABOUT ISSUES AFFECTING THEIR FAMILIES, THEIR LIVELIHOODS, AND THEIR LAND. THE GROW CAMPAIGN CONTINUED TO ADVOCATE FOR INVESTMENT IN SMALL-SCALE FOOD PRODUCERS. THE PLIGHT OF SMALL-SCALE FOOD PRODUCERS - IN THIS CASE WOMEN COCOA FARMERS - WAS THE CENTERPIECE OF OUR INTERNATIONAL WOMEN'S DAY ACTIVITIES - MOBILIZING AN INTERNATIONAL CONSTITUENCY AND RAISING AWARENESS ABOUT THE CORPORATE POLICIES OF THREE OF THE LARGEST FOOD AND BEVERAGE COMPANIES AND THE EFFECTS OF THOSE POLICIES ON THESE WOMEN FARMERS. ALL THREE COMPANIES HAVE COMMITTED TO PUT A PLAN OF ACTION IN PLACE TO IMPROVE POOR CONDITIONS FOR COCOA GROWERS.
(Code:
) (Expenses $
5,629,870
including grants of $
130,144
) (Revenue $
)
PUBLIC EDUCATIONPOLICY & ADVOCACYCAMPAIGNSPROGRAM EVALUATIONOTHER DEVELOPMENT PROGRAMS
4d
Other program services (Describe in Schedule O.)
(Expenses $
5,629,870
including grants of $
130,144
) (Revenue $
)
4e
Total program service expenses
61,480,908
Form
990
(2012)
Page 3
Form 990 (2012)
Page
3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)?
If “Yes,” complete Schedule A
........................
1
Yes
2
Is the organization required to complete
Schedule B, Schedule of Contributors
(see instructions)?
...
2
Yes
3
Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office?
If “Yes,” complete Schedule C, Part I
..........
3
No
4
Section 501(c)(3) organizations.
Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year?
If “Yes,” complete Schedule C, Part II
........
4
Yes
5
Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19?
If “Yes,” complete Schedule C,
Part III
............................
5
No
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts?
If “Yes,” complete Schedule D, Part I
........................
6
No
7
Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures?
If “Yes,” complete Schedule D, Part II
...
7
No
8
Did the organization maintain collections of works of art, historical treasures, or other similar assets?
If “Yes,” complete Schedule D, Part III
....................
8
No
9
Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services?
If “Yes,” complete Schedule D, Part IV
..............
9
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments?
If “Yes,” complete Schedule D, Part V
......
10
Yes
11
If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.
a
Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI.
...................
11a
Yes
b
Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16?
If “Yes,” complete Schedule D, Part VII
.......
11b
No
c
Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16?
If “Yes,” complete Schedule D, Part VIII
.......
11c
No
d
Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16?
If “Yes,” complete Schedule D, Part IX
............
11d
No
e
Did the organization report an amount for other liabilities in Part X, line 25?
If “Yes,” complete Schedule D, Part X
11e
Yes
f
Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)?
If “Yes,” complete Schedule D, Part X
.........................
11f
Yes
12a
Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI and XII
.................
12a
No
b
Was the organization included in consolidated, independent audited financial statements for the tax year?
If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional
12b
Yes
13
Is the organization a school described in section 170(b)(1)(A)(ii)?
If “Yes,” complete Schedule E
....
13
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?
.....
14a
Yes
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more?
If “Yes,” complete Schedule F, Parts I and IV
.........
14b
Yes
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States?
If “Yes,” complete Schedule F, Parts II and IV
15
Yes
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States?
If “Yes,” complete Schedule F, Parts III and IV
...
16
No
17
Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e?
If “Yes,” complete Schedule G, Part I (see instructions)
....
17
Yes
18
Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a?
If “Yes,” complete Schedule G, Part II
............
18
No
19
Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a?
If “Yes,” complete Schedule G, Part III
...................
19
No
20a
Did the organization operate one or more hospital facilities?
If “Yes,” complete Schedule H
....
20a
No
b
If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
Form
990
(2012)
Page 4
Form 990 (2012)
Page
4
Part IV
Checklist of Required Schedules
(continued)
21
Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1?
If “Yes,” complete Schedule I, Parts I and II
...
21
Yes
22
Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2?
If “Yes,” complete Schedule I, Parts I and III
........
22
No
23
Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees?
If “Yes,” complete Schedule J
.......................
23
Yes
24a
Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002?
If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25
................
24a
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?
...
24b
c
Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?
......................
24c
d
Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?
...
24d
25a
Section 501(c)(3) and 501(c)(4) organizations.
Did the organization engage in an excess benefit transaction with a disqualified person during the year?
If “Yes,” complete Schedule L, Part I
........
25a
No
b
Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ?
If “Yes,” complete Schedule L, Part I
...................
25b
No
26
Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year?
If “Yes,” complete Schedule L,
Part II
..........................
26
No
27
Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons?
If “Yes,” complete Schedule L, Part III
.........
27
No
28
Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):
a
A current or former officer, director, trustee, or key employee?
If “Yes,” complete Schedule L, Part IV
..........................
28a
No
b
A family member of a current or former officer, director, trustee, or key employee?
If “Yes,”
complete Schedule L, Part IV
.....................
28b
No
c
An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner?
If “Yes,” complete Schedule L, Part IV
...
28c
No
29
Did the organization receive more than $25,000 in non-cash contributions?
If “Yes,” complete Schedule M
..
29
Yes
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions?
If “Yes,” complete Schedule M
.............
30
No
31
Did the organization liquidate, terminate, or dissolve and cease operations?
If “Yes,” complete Schedule N,
Part I
...........................
31
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets?
If “Yes,” complete Schedule N, Part II
......................
32
No
33
Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3?
If “Yes,” complete Schedule R, Part I
........
33
Yes
34
Was the organization related to any tax-exempt or taxable entity?
If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1
........................
34
Yes
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
Yes
b
If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)?
If “Yes,” complete Schedule R, Part V, line 2
...
35b
Yes
36
Section 501(c)(3) organizations.
Did the organization make any transfers to an exempt non-charitable related organization?
If “Yes,” complete Schedule R, Part V, line 2
.............
36
Yes
37
Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes?
If “Yes,” complete Schedule R, Part VI
37
No
38
Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19?
Note.
All Form 990 filers are required to complete Schedule O.
............
38
Yes
Form
990
(2012)
Page 5
Form 990 (2012)
Page
5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response to any question in this Part V
...............
Yes
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable
..
1a
166
b
Enter the number of Forms W-2G included in line 1a.
Enter -0-
if not applicable
.
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners?
..................
1c
Yes
2a
Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return
..................
2a
303
b
If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note.
If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)
2b
Yes
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?
...
3a
No
b
If “Yes,” has it filed a Form 990-T for this year?
If “No,” provide an explanation in Schedule O
.....
3b
4a
At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?
..........................
4a
Yes
b
If "Yes," enter the name of the foreign country:
CB
,
ES
,
PE
,
SU
,
ET
,
SG
,
ML
,
SF
,
HA
,
GT
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?
..
5a
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
No
c
If “Yes,” to line 5a or 5b, did the organization file Form 8886-T?
............
5c
6a
Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?
...
6a
No
b
If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?
........................
6b
7
Organizations that may receive deductible contributions under section 170(c).
a
Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?
....................
7a
Yes
b
If “Yes,” did the organization notify the donor of the value of the goods or services provided?
.....
7b
Yes
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?
...........................
7c
No
d
If “Yes,” indicate the number of Forms 8282 filed during the year
....
7d
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?
............................
7e
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?
..
7f
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?
............................
7g
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?
..........................
7h
8
Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations.
Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?
............
8
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?
..........
9a
b
Did the organization make a distribution to a donor, donor advisor, or related person?
.......
9b
10
Section 501(c)(7) organizations.
Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12
...
10a
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
11
Section 501(c)(12) organizations.
Enter:
a
Gross income from members or shareholders
.........
11a
b
Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.)
..........
11b
12a
Section 4947(a)(1) non-exempt charitable trusts.
Is the organization filing Form 990 in lieu of Form 1041?
12a
b
If “Yes,” enter the amount of tax-exempt interest received or accrued during the year.
....................
12b
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state?
Note.
See the instructions for additional information the organization must report on Schedule O.
13a
b
Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans
....
13b
c
Enter the amount of reserves on hand
............
13c
14a
Did the organization receive any payments for indoor tanning services during the tax year?
.....
14a
No
b
If "Yes," has it filed a Form 720 to report these payments?
If “No,” provide an explanation in Schedule O
..
14b
Form
990
(2012)
Page 6
Form 990 (2012)
Page
6
Part VI
Governance, Management, and Disclosure
For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.
Check if Schedule O contains a response to any question in this Part VI
...............
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year
.....................
1a
20
If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
b
Enter the number of voting members included in line 1a, above, who are independent
...................
1b
20
2
Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee?
.................
2
No
3
Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person?
.
3
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?
...........................
4
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets?
.
5
No
6
Did the organization have members or stockholders?
................
6
No
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body?
....................
7a
No
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body?
...................
7b
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body?
.........................
8a
Yes
b
Each committee with authority to act on behalf of the governing body?
............
8b
Yes
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address?
If “Yes,” provide the names and addresses in Schedule O
.......
9
No
Section B. Policies
(
This Section B requests information about policies not required by the Internal Revenue Code.
)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates?
............
10a
Yes
b
If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
Yes
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form?
............................
11a
Yes
b
Describe in Schedule O the process, if any, used by the organization to review this Form 990.
.....
12a
Did the organization have a written conflict of interest policy?
If “No,” go to line 13
.......
12a
Yes
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts?
..........................
12b
Yes
c
Did the organization regularly and consistently monitor and enforce compliance with the policy?
If “Yes,” describe in Schedule O how this was done
.......................
12c
Yes
13
Did the organization have a written whistleblower policy?
...............
13
Yes
14
Did the organization have a written document retention and destruction policy?
.........
14
Yes
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official
...........
15a
Yes
b
Other officers or key employees of the organization
................
15b
Yes
If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year?
......................
16a
No
b
If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements?
............
16b
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filed
MA
,
AL
,
AK
,
AZ
,
AR
,
CA
,
CT
,
DE
,
FL
,
GA
,
HI
,
ID
,
IL
,
IA
,
KS
,
KY
,
LA
,
ME
,
MD
,
MI
,
MN
,
MS
,
MO
,
MT
,
NE
,
NV
,
NH
,
NJ
,
NM
,
NY
,
NC
,
ND
,
OH
,
OK
,
OR
,
PA
,
RI
,
SD
,
TN
,
TX
,
UT
,
VT
,
VA
,
WA
,
DC
,
WV
,
WI
,
WY
18
Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.
Own website
Another's website
Upon request
Other (explain in Schedule O)
19
Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MARK KRIPP
226 CAUSEWAY STREET 5TH FLOORBOSTONMA021142206
(617) 728-2558
Form
990
(2012)
Page 7
Form 990 (2012)
Page
7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response to any question in this Part VII
...............
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1a
Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
List all of the organization’s
current
officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.
List all of the organization’s
current
key employees, if any. See instructions for definition of "key employee."
List the organization’s five
current
highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.
List all of the organization’s
former
officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.
List all of the organization’s
former directors or trustees
that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.
List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.
Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.
(A)
Name and Title
(B)
Average hours per week (list any hours for related organizations below dotted line)
(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee)
(D)
Reportable compensation from the organization (W- 2/1099-MISC)
(E)
Reportable compensation from related organizations (W- 2/1099-MISC)
(F)
Estimated amount of other compensation from the organization and related organizations
(1)
GABERMAN BARRY
........................................................................
CHAIR
3.00
.......................
X
X
0
0
0
(2)
HAMILTON JOE H
........................................................................
TREASURER AND SECRETARY
2.50
.......................
X
X
0
0
0
(3)
BAPNA MANISH
........................................................................
DIRECTOR
1.50
.......................
X
0
0
0
(4)
BECKER ELIZABETH
........................................................................
DIRECTOR
.40
.......................
.10
X
0
0
0
(5)
BERMANZOHN FRAN
........................................................................
DIRECTOR
1.00
.......................
X
0
0
0
(6)
BROWN L DAVID
........................................................................
DIRECTOR
1.00
.......................
X
0
0
0
(7)
CONWAY ROSALIND
........................................................................
DIRECTOR
2.00
.......................
X
0
0
0
(8)
DONIGER DAVID
........................................................................
DIRECTOR
.80
.......................
X
0
0
0
(9)
DOWN JAMES
........................................................................
DIRECTOR
2.00
.......................
X
0
0
0
(10)
FOX JONATHAN
........................................................................
DIRECTOR
.50
.......................
X
0
0
0
(11)
GARRELS ANNE L
........................................................................
DIRECTOR
.50
.......................
X
0
0
0
(12)
GLANTZ GINA
........................................................................
DIRECTOR
1.00
.......................
X
0
0
0
(13)
GLICKMAN DAN
........................................................................
DIRECTOR
.50
.......................
X
0
0
0
(14)
LOUGHREY JOSEPH
........................................................................
DIRECTOR
1.50
.......................
X
0
0
0
(15)
MAKINO SHIGEKI
........................................................................
DIRECTOR
1.50
.......................
X
0
0
0
(16)
NGUYEN MINH-CHAU
........................................................................
DIRECTOR
.50
.......................
X
0
0
0
(17)
REISS STEVEN
........................................................................
DIRECTOR
.50
.......................
X
0
0
0
Form
990
(2012)
Page 8
Form 990 (2012)
Page
8
Part VII
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
(continued)
(A)
Name and Title
(B)
Average hours per week (list any hours for related organizations below dotted line)
(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee)
(D)
Reportable compensation from the organization (W- 2/1099-MISC)
(E)
Reportable compensation from related organizations (W- 2/1099-MISC)
(F)
Estimated amount of other compensation from the organization and related organizations
(18)
SEWALL SARAH
........................................................................
DIRECTOR
2.00
.......................
X
0
0
0
(19)
SINGH SMITA
........................................................................
DIRECTOR
1.00
.......................
X
0
0
0
(20)
WIDMANN ROGER
........................................................................
DIRECTOR
2.00
.......................
X
0
0
0
(21)
OFFENHEISER RAYMOND
........................................................................
PRESIDENT (NON-VOTING)
39.90
.......................
.10
X
523,164
0
36,274
(22)
KRIPP MARK
........................................................................
CFO & ASSISTANT TREASURER
39.30
.......................
.70
X
212,142
0
34,386
(23)
JACOBS DIDIER
........................................................................
ASSISTANT SECRETARY
39.90
.......................
.10
X
93,412
0
28,374
(24)
DANIELL JAMES
........................................................................
CHIEF OPERATING OFFICER
40.00
.......................
X
311,534
0
39,277
(25)
LANGEVIN ADELE
........................................................................
SR DIRECTOR OF HUMAN RESOURCES
40.00
.......................
X
186,977
0
8,736
(26)
KURZINA STEPHANIE O
........................................................................
VP, DEVELOPMENT & COMUNICATIONS
39.70
.......................
.30
X
266,657
0
25,672
(27)
O'BRIEN DANIEL PAUL
........................................................................
VP, POLICY & CAMPAIGNS
40.00
.......................
X
202,009
0
33,679
(28)
TETER DARIUS
........................................................................
VP OF PROGRAMS
40.00
.......................
X
227,905
0
32,985
(29)
AMBLER JOHN S
........................................................................
VICE PRESIDENT OF STRATEGY
40.00
.......................
X
202,458
0
17,945
(30)
DELANEY MICHAEL
........................................................................
HUMANITARIAN RESPONSE DIRECTOR
40.00
.......................
X
131,038
0
31,625
(31)
DELGADO LINDA
........................................................................
DIRECTOR OF GOVERNMENT AFFAIRS
40.00
.......................
X
129,989
0
19,182
(32)
HAYES RACHEL
........................................................................
SR DIRECTOR OF COMMUNICATIONS
40.00
.......................
X
141,231
0
30,621
(33)
MURIU MUTHONI
........................................................................
SR DIRECTOR OF REGIONAL PROGRAMS
40.00
.......................
X
140,378
0
14,603
1b
Sub-Total
................
c
Total from continuation sheets to Part VII, Section A
....
d
Total (add lines 1b and 1c)
............
2,768,894
0
353,359
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization
38
Yes
No
3
Did the organization list any
former
officer, director or trustee, key employee, or highest compensated employee on line 1a?
If “Yes,” complete Schedule J for such individual
..............
3
No
4
For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000?
If “Yes,” complete Schedule J for such individual
...........................
4
Yes
5
Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization?
If “Yes,” complete Schedule J for such person
........
5
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address
(B)
Description of services
(C)
Compensation
INNOVATIONS FOR POVERTY ACTION
85 WILLOW STNEW HAVENCT06511
CONSULTING
549,525
O'BRIEN MCCONNELL & PEARSON INC
1133 19TH ST NW SUITE 300WASHINGTONDC20036
FUNDRAISING
490,109
GRASSROOTS CAMPAIGNS
1321 15TH ST SUITE 100DENVERCO80202
FUNDRAISING
380,256
REDHEAD MEDIA LLC
80 STANDISH AVENUEQUINCYMA02170
ADVERTISING & PUBLICITY
271,251
MR STRATEGIC SERVICES
1901 L ST NWWASHINGTONDC20036
FUNDRAISING
180,260
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization
9
Form
990
(2012)
Page 9
Form 990 (2012)
Page
9
Part VIII
Statement of Revenue
Check if Schedule O contains a response to any question in this Part VIII
..............
(A)
Total revenue
(B)
Related or
exempt
function
revenue
(C)
Unrelated
business
revenue
(D)
Revenue
excluded from
tax under sections
512, 513, or 514
1a
Federated campaigns
..
1a
b
Membership dues
....
1b
c
Fundraising events
....
1c
d
Related organizations
...
1d
e
Government grants (contributions)
1e
f
All other contributions, gifts, grants, and
similar amounts not included above
1f
63,705,258
g
Noncash contributions included in lines
1a-1f:$
1,506,091
h
Total.
Add lines 1a-1f
.......
63,705,258
Business Code
2a
b
c
d
e
f
All other program service revenue .
g
Total.
Add lines 2a–2f
........
3
Investment income (including dividends, interest,
and other similar amounts)
.......
1,264,466
1,264,466
4
Income from investment of tax-exempt bond proceeds
..
5
Royalties
...........
169,792
169,792
(i) Real
(ii) Personal
6a
Gross rents
b
Less: rental expenses
c
Rental income or (loss)
d
Net rental income or (loss)
.......
(i) Securities
(ii) Other
7a
Gross amount from sales of assets other than inventory
36,101,340
b
Less: cost or other basis and sales expenses
35,830,213
c
Gain or (loss)
271,127
d
Net gain or (loss)
..........
271,127
271,127
8a
Gross income from fundraising events (not including
$
of contributions reported on line 1c).
See Part IV, line 18
..
a
b
Less: direct expenses
...
b
c
Net income or (loss) from fundraising events
..
9a
Gross income from gaming activities.
See Part IV, line 19
...
a
b
Less: direct expenses
...
b
c
Net income or (loss) from gaming activities
...
10a
Gross sales of inventory, less
returns and allowances
.
a
b
Less: cost of goods sold
..
b
c
Net income or (loss) from sales of inventory
..
Miscellaneous Revenue
Business Code
11a
MISCELLANEOUS REVENUE
900099
11,681
11,681
b
c
d
All other revenue
....
e
Total.
Add lines 11a–11d
......
11,681
12
Total revenue.
See Instructions.
.....
65,422,324
0
0
1,717,066
Form
990
(2012)
Page 10
Form 990 (2012)
Page
10
Part IX
Statement of Functional Expenses
Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).
Check if Schedule O contains a response to any question in this Part IX
...............
Do not include amounts reported on lines 6b,
7b, 8b, 9b, and 10b of Part VIII.
(A)
Total expenses
(B)
Program service
expenses
(C)
Management and
general expenses
(D)
Fundraising
expenses
1
Grants and other assistance to governments and organizations in the United States. See Part IV, line 21
903,176
903,176
2
Grants and other assistance to individuals in the United States. See Part IV, line 22
3
Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
19,995,072
19,995,072
4
Benefits paid to or for members
5
Compensation of current officers, directors, trustees, and key employees
....
2,352,649
651,562
1,445,795
255,292
6
Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B)
....
7
Other salaries and wages
20,400,960
16,941,278
1,374,047
2,085,635
8
Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions)
....
1,113,333
894,044
109,456
109,833
9
Other employee benefits
.......
5,505,502
4,067,345
784,307
653,850
10
Payroll taxes
...........
1,678,422
1,253,942
221,669
202,811
11
Fees for services (non-employees):
a
Management
......
b
Legal
.........
229,337
147,517
79,804
2,016
c
Accounting
...........
132,691
25,291
107,400
d
Lobbying
...........
315,663
315,663
e
Professional fundraising services.
See Part IV, line 17
1,576,916
1,576,916
f
Investment management fees
......
122,593
92,034
30,559
g
Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)
........
5,630,097
4,998,741
308,077
323,279
12
Advertising and promotion
....
1,001,585
532,182
2,497
466,906
13
Office expenses
.......
2,441,214
323,007
59,157
2,059,050
14
Information technology
......
1,998,188
1,351,242
167,777
479,169
15
Royalties
..
16
Occupancy
...........
2,617,484
2,053,242
319,815
244,427
17
Travel
............
3,909,272
3,639,042
171,379
98,851
18
Payments of travel or entertainment expenses for any federal, state, or local public officials
......
19
Conferences, conventions, and meetings
....
941,217
883,092
35,993
22,132
20
Interest
...........
21
Payments to affiliates
.......
22
Depreciation, depletion, and amortization
.....
1,048,701
878,149
93,458
77,094
23
Insurance
..............
108,386
57,048
48,735
2,603
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
DESIGN AND PRINTING
1,254,657
296,620
4,417
953,620
b
MEMBERSHIPS/DUES/SUBS.
908,419
678,522
75,675
154,222
c
MAILING/POSTAGE
624,872
168,885
1,141
454,846
d
e
All other expenses
1,153,480
426,246
269,001
458,233
25
Total functional expenses.
Add lines 1 through 24e
77,963,886
61,480,908
5,771,634
10,711,344
26
Joint costs.
Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation.
Check here
if following SOP 98-2 (ASC 958-720).
Form
990
(2012)
Page 11
Form 990 (2012)
Page
11
Part X
Balance Sheet
Check if Schedule O contains a response to any question in this Part X
...............
(A)
Beginning of year
(B)
End of year
1
Cashnon-interest-bearing
.............
4,506,618
1
6,069,928
2
Savings and temporary cash investments
.........
2
3
Pledges and grants receivable, net
...........
13,162,695
3
14,830,128
4
Accounts receivable, net
.............
223,030
4
376,407
5
Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L
..................
5
6
Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
6
7
Notes and loans receivable, net
.............
502,832
7
513,473
8
Inventories for sale or use
..............
8
9
Prepaid expenses and deferred charges
..........
1,611,000
9
1,527,779
10a
Land, buildings, and equipment: cost or other basis.
Complete Part VI of Schedule D
10a
8,317,909
b
Less: accumulated depreciation
.....
10b
6,010,905
3,107,460
10c
2,307,004
11
Investments—publicly traded securities
..........
78,043,185
11
63,019,163
12
Investments—other securities. See Part IV, line 11
.....
700,865
12
96,271
13
Investments—program-related. See Part IV, line 11
.....
13
14
Intangible assets
...............
14
15
Other assets. See Part IV, line 11
...........
232,571
15
174,748
16
Total assets.
Add lines 1 through 15 (must equal line 34)
......
102,090,256
16
88,914,901
17
Accounts payable and accrued expenses
.........
4,831,042
17
5,540,846
18
Grants payable
.................
6,002,651
18
2,517,458
19
Deferred revenue
................
156,747
19
180,500
20
Tax-exempt bond liabilities
.............
20
21
Escrow or custodial account liability.
Complete Part IV of Schedule D
..
21
22
Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
persons.
Complete Part II of Schedule L
..........
22
23
Secured mortgages and notes payable to unrelated third parties
..
23
24
Unsecured notes and loans payable to unrelated third parties
....
24
25
Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24).
Complete Part X of Schedule D
....................
3,662,409
25
3,255,171
26
Total liabilities.
Add lines 17 through 25
.........
14,652,849
26
11,493,975
Organizations that follow SFAS 117 (ASC 958),
check here
and complete lines 27 through 29, and lines 33 and 34.
27
Unrestricted net assets
..............
46,253,633
27
41,847,542
28
Temporarily restricted net assets
...........
39,388,774
28
33,777,484
29
Permanently restricted net assets
...........
1,795,000
29
1,795,900
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
...........
87,437,407
33
77,420,926
34
Total liabilities and net assets/fund balances
........
102,090,256
34
88,914,901
Form
990
(2012)
Page 12
Form 990 (2012)
Page
12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response to any question in this Part XI
...............
1
Total revenue (must equal Part VIII, column (A), line 12)
............
1
65,422,324
2
Total expenses (must equal Part IX, column (A), line 25)
............
2
77,963,886
3
Revenue less expenses. Subtract line 2 from line 1
..............
3
-12,541,562
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A))
..
4
87,437,407
5
Net unrealized gains (losses) on investments
...............
5
2,525,081
6
Donated services and use of facilities
.................
6
7
Investment expenses
.....................
7
8
Prior period adjustments
.....................
8
9
Other changes in net assets or fund balances (explain in Schedule O)
........
9
0
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
77,420,926
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response to any question in this Part XII
..............
Yes
No
1
Accounting method used to prepare the Form 990:
Cash
Accrual
Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
No
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:
Separate basis
Consolidated basis
Both consolidated and separate basis
b
Were the organization’s financial statements audited by an independent accountant?
2b
Yes
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:
Separate basis
Consolidated basis
Both consolidated and separate basis
c
If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight
of the audit, review, or compilation of its financial statements and selection of an independent accountant?
2c
Yes
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?
3a
No
b
If “Yes,” did the organization undergo the required audit or audits?
If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits
3b
Form
990
(2012)
Form 990, Special Condition Description:
Special Condition Description
Additional Data
Software ID:
Software Version: