Form 990 OMB No I^ 0047

Return of Organization Exempt From Income Tax 2010Under section 501(c ), 527, or 4947(aXl) of the Internal Revenue Code

(except black lung benefit trust or private foundation) Open to PubUcDepartment of the TreasuryInternal Revenue Service ► The organization may have to use a copy of this return to satisfy state reporting requirements. Inspeefion

A For the 2010 calendar year or tax year beg inning , 2010. and endino

fl Address change Threshold FoundationB Check if applicable

Name change PO Box 29903

Initial returnSan Francisco, CA 94129-0903

Terminated

Amended return

Application pending F Name and address of principal officer Michele Grennor

Same As C AboveI Tax-exempt status X 501(c)(3) 11 501(c) ( ) ^ (insert no ) 4947(a)(

J Website : ► www.thresholdfoundation.org

D Employer Identification Number

13-3028214E Telephone number

(415) 561-6400

G Gross receipts $ 2,451,209.

H(a) Is this a group return for affibates7 Yes }( No

H(b) Are all affiliates included? Yes NoIf 'No,' attach a list (see instructions)

])or 527

H(c) Group exemption number ►

K Form of organization N Corporation Trust Association I_ Year of Formation 1 982 M State of legal domicile NY

Part I Summa1 Briefly describe the organization ' s mission or most significant activities. Threshold is a_Droaressive_foundation

and a_community of_indiv_iduals_united throuch_wealth,_ who_mobilize monQy, _ people

and-PQwor_tosrea-tca_m_or.e_]-v1st,_,74yf-ul-and a-us-tainablc -Y-or 1 ----------------d ------- ----

2 Check this box ► fif the oraanlzatlon discontinued its ooeratlons or disoosed of more than 25% of its net assets.a 3 Number of voting members of the governing body (Part VI, line 1a) 3 9ed

4 Number of independent voting members of the governing body (Part VI, line 1b) 4 9

5 Total number of individuals employed in calendar year 2010 (Part V, line 2a) 5 0^p 6 Total number of volunteers (estimate if necessary) 6 70

a 7a Total unrelated business revenue from Part VIII , column (C), line 12 7a -1,772.

b Net unrelated business taxable income from Form 990-T, line 34 7b -1,772.

Prior Year Current Year

8 Contributions and grants (Part VIII, line 1h ) 1 , 545 , 822 . 1, 412, 541.9 Program service revenue (Part VIII , line 2g ) 167, 064 . 232,578.

10 Investment Income (Part VIII , column (A), lines 3, 4 , and 7d ) - 56, 812. 114, 018.

cc 11 Other revenue (Part VIII , column (A), lines 5 , 6d, 8c, 9c , 10c, and 11e) 12, 334 . 10, 179.

12 Total revenue - add lines 8 through 11 (must equal Part VIII, column (A), line 12) 1, 668 , 408. 1, 769, 316.13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) 1,351, 328. 1, 267, 395.

14 Benefits paid to or for members (Part IX , column (A), line 4)

15 Salaries , other compensation em to ee efits (Part IX, column (A), lines 5-10)N

16a Professio I funds shy a colu n (A), line 11 e)

W b Total fund lalsl g.xenses -(P-a D), line 25) ► 422 .

tlr j (F , oljn (PJ1 Iln a-11d , 11f-24f)17 Other expe

j

538 , 795. 492, 278 .N

18 Total expen $^ AfyU`tl es 13trli 7must a Part IX, column (A), line 25)abl 1, 890, 123 . 1 759, 673.

19 Revenue less ex nses..Subtrast line 12 - 221, 715. 9,643.b S n ^^ Beginning of Current Year End of Year

a

9

20 Total assets Par tJ 2, 985 , 937. 3, 177, 720.

LL 22 Net assets or fund balances Subtract line 21 from line 20 2, 910 , 371. 3, 032, 076.

9 21 Total liabilities (Part X, line 26) 75, 566. 145,644.

Ott It Si g nature BlockUnder penalties of perfu{y, I declare that I have examined this return including accompgnying schedules and statements, and to

( jcomplete Declaration o prepgrer (otheti,thap oftice^ is base .Qn a l information o whit preparer has any knowle gethe best of my knowledge and belief, it is true, correct, and

0c) Sign Signature of officer - // -

LMHere 111, Y MIir(,^IU Q 1'^4 • lQct?I) (VD a1Type or print name and title

Print/Type preparer ' s name Pr D r e

Paid Carol Duffield Carol Duffie.Preparer Firm's name ► Fontanello, Duffield & 0UUse Only Firm's address ► 44 Montgomery Street, Suit

San Francisco, CA 94104

May the IRS discuss this return with the preparer shown above' (see ir

BAA For Paperwork Reduction Act Notice, see the separate

.Form 990 (2010 Threshold Foundation 13-3028214 Pag e 2

Pact tit Statement of Program Service Accomplishments

Check if Schedule 0 contains a response to any Question in this Part III IX-1

1 Briefly describe the organization ' s mission

See Schedule-0 - - - - _ _ _ - -

2 Did the organization undertake any significant program services during the year which were not listed on the prior

Form 990 or 990-EZ7 F] Yes XM 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 XZ No

If 'Yes,' describe these changes on Schedule O.

Describe the exempt purpose achievements for each of the organization's three largest program services by expenses. Section 501 (c)(3)and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others, the totalexpenses, and revenue, if any, for each program service reported

4a (Code. ) (Expenses $ 1, 522, 398. including grants of $ 1, 272, 895. ) (Revenue $ 232, 578. )

Threshold Foundation promotes-innovative non-profit organizations in the areas of -__---------------- -- ----------- - -----------------environmental_sustainabilii ,_civic participation- and- social justice through _-__

grantmaking and presentation of educational conferences _ - - _ - - - - - _

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

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

4d Other program services. (Describe in Schedule 0.)

(Expenses $ including grants of $ ) (Revenue $

4e Total program service expenses ► 1,522,398.

BAA TEEAO102L 1010en0 Form 990 (2010)

.Form 990 (2010 Threshold Foundation 13-3028214 Pag e 3

Part IV Checklist of Required SchedulesYes No

1 Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If 'Yes,' completeSchedule A 1 X

2 Is the organization required to complete Schedule B, Schedule of Contributors? (see instructions) 2 X

3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidatesfor public office? If 'Yes,' complete Schedule C, Part 1 3 X

4 Section 501(cX3) organizations Did the organization engage in lobbying activities, or have a section 501(h) electionin effect during the tax year' If 'Yes,' complete Schedule C, Part 11 4 X

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 Ill 5

6 Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the right toprovide advice on the distribution or investment of amounts in such funds or accounts' If 'Yes,' complete Schedule D,Part 1 6 X

7 Did the organization receive or hold a conservation easement, including easements to preserve open space, theenvironment, historic land areas or historic structures? If 'Yes,' complete Schedule D, Part 11 7 X

8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If 'Yes,'complete Schedule D, Part Ill 8 X

9 Did the organization report an amount in Part X, line 21, 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,' completeSchedule D, Part IV 9 X

10 Did the organization, directly or through a related organization, hold assets in term, permanent, or quasi-endowments? If'Yes,' complete Schedule D, Part V 10 X

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 ScheduleD, Part VI 11a X

b Did the organization report an amount for investments- other securities in Part X, line 12 that is 5% or more of its totalassets reported in Part X, line 16'' If 'Yes,' complete Schedule D, Part VII 11b X

c Did the organization report an amount for investments- program related in Part X, line 13 that is 5% or more of its totalassets reported in Part X, line 16'7 If 'Yes,' complete Schedule D, Part Vill 11c X

d Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reportedin Part X, line 16'7 If 'Yes,' complete Schedule D, Part IX 11d X

e Did the organization report an amount for other liabilities in Part X, line 257 If 'Yes,' complete Schedule D, Part X I'le X

f Did the organization's separate or consolidated financial statements for the tax year include a footnote that addressesthe organization's liability for uncertain tax positions under FIN 48 (ASC 740)' If 'Yes,' complete Schedule D, Part X 11 f X

12a Did the organization obtain separate, independent audited financial statements for the tax year? If 'Yes,' completeSchedule D, Parts Xl, Xll, and Xlll 12a X

b Was the organization included in consolidated, independent audited financial statements for the tax year? If 'Yes,' andif the organization answered 'No' to line 12a, then completing Schedule D, Parts Xl, Xll, and XIII is optional 12b X

13 Is the organization a school described in section 170(b)(1)(A)(ii)'' If 'Yes,' complete Schedule E 13 X

14a Did the organization maintain an office, employees, or agents outside of the United States? 14a X

b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising,business, and program service activities outside the United States? If 'Yes,' complete Schedule F, Parts I and IV 14b X

15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organizationor entity located outside the United States? If 'Yes,' complete Schedule F, Parts 11 and IV 15 X

16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance toindividuals located outside the United States' If 'Yes,' complete Schedule F, Parts Ill and IV 16 X

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 11 e? If 'Yes,' complete Schedule G, Part I (see instructions) 17 X

18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII,lines 1 c and 8a'' If 'Yes,' complete Schedule G, Part 11 18 X

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 111 19 X

20 aDid the organization operate one or more hospitals? If 'Yes,' complete Schedule H 20 X

b If 'Yes' to line 20a, did the organization attach its audited financial statements to this return? Note . Some Form 990filers that operate one or more hosp itals must attach audited financial statements (see instructions 20b

BAA TEEA0103L 12/2iii0 Form 990 (2010)

,Form 990 (2010 Threshold Foundation 13-3028214 Pa g e 4

Park IV Checklist of Required Schedules (continued)Yes No

21 Did the organization report more than $5,000 of grants and other assistance to governments and organizations in theUnited States on Part IX, column (A), line 1? If 'Yes,' complete Schedule 1, Parts I and ll

22 Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on PartIX, column (A), line 27 If 'Yes,' complete Schedule I, Parts I and Ill

23 Did the organization answer 'Yes' to Part VII, Section A, line 3, 4, or 5 about compensation of the organization's currentand former officers, directors, trustees, key employees, and highest compensated employees? If 'Yes,' completeSchedule J

24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as ofthe last day of the year, and that was issued after December 31, 2002. If 'Yes,' answer lines 24b through 24d andcomplete Schedule K If 'No,'go to line 25

b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception7

c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defeaseany tax-exempt bonds?

d Did the organization act as an 'on behalf of' issuer for bonds outstanding at any time during the year?

25a Section 501(cX3) and 501 (cX4) organizations . Did the organization engage in an excess benefit transaction with adisqualified person during the year? If 'Yes,' complete Schedule L, Part I

b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, andthat the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ' If 'Yes,' completeSchedule L, Part I

26 Was a loan to or by a current or former officer, director , trustee , key employee , highly compensated employee, ordisqualified person outstanding as of the end of the organization ' s tax year? If 'Yes,' complete Schedule L, Part ll

27 Did the organization provide a grant or other assistance to an officer , director , trustee , key employee, substantialcontributor , or a grant selection committee member, or to a person related to such an individual ? If 'Yes,' completeSchedule L , Part Ill

28 Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IVinstructions 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

b A family member of a current or former officer , director, trustee, or key employee? If 'Yes,' completeSchedule L . Part IV

c An entity of which a current or former officer, director , trustee, or key employee (or a family member thereof) was anofficer, director , trustee, or direct or indirect owner? If ' Yes,' complete Schedule L , Part IV

29 Did the organization receive more than $25 , 000 in non-cash contributions ? If 'Yes,' complete Schedule M

30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservationcontributions? If 'Yes,' complete Schedule M

31 Did the organization liquidate, terminate, or dissolve and cease operations? If 'Yes,' complete Schedule N, Part I

32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If 'Yes,' completeSchedule N, Part ll

33 Did the org anization own 100% of an entity disregarded as separate from the organization under Regulations sections301.7701-2 and 301 7701-3? If 'Yes,' complete Schedule R, Part I

34 Was the organization related to any tax-exempt or taxable entity? If 'Yes,' complete Schedule R, Parts ll, Ill, IV, and V,line 1

35 Is any related organization a controlled entity within the meaning of section 512(b)(13)?

a Did the organization receive any payment from or engage in any transaction with a controlled entitywithin the meaning of section 512(b)(13)? If 'Yes,' complete Schedule R, Part V, line 2 O Yes M No

36 Section 501(cX3) organizations . Did the organization make any transfers to an exempt non-charitable relatedorganization? If 'Yes,' complete Schedule R, Part V, line 2

37 Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that istreated as a partnership for federal income tax purposes? If 'Yes,' complete Schedule R, Part VI

38 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 11 and 19?Note. All Form 990 filers are required to complete Schedule 0

BAA

21 X

22 X

23 1 1 X

24a X

24b

24c

24d

25a X

25b X

26 X

27 X

28a X

28b X

28c X

29 X

30 X

31 X

32 X

33 X

34 X

35 X

36 X

37 X

38 X

Form 990 (2010)

TEEA0104L 12/21/10

.Form 990 (2010 Threshold Foundation 13-3028214 Pag e 5

Part V Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule 0 contains a response to any q uestion in this Part V

Yes No

1 a Enter the number reported in Box 3 of Form 1096. Enter -0- i f not applicable 1 a 5

b Enter the number of Forms W-2G included in line 1 a. Enter -0- if not applicable lb 0

c Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming(gambling) winnings to prize winners? ic X

2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax State-ments, filed for the calendar year ending with or within the year covered by this return 2a 0

b If at least one is reported on line 2a, did the organization file all required federal employment tax returns? 2b

Note . If the sum of lines la and 2a is greater than 250, you may be required to a-file. (see instructions)

3a Did the organization have unrelated business gross income of $1,000 or more during the year? 3a X

b If 'Yes' has it filed a Form 990-T for this year? If 'No,' provide an explanation in Schedule 0 3b

4a At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, afinancial account in a foreign country (such as a bank account, securities account, or other financial account)? 4a X

b If 'Yes,' enter the name of the foreign country.

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 X

b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? 5b X

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 organizationsolicit any contributions that were not tax deductible? 6a X

b If 'Yes,' did the oranization include with every solicitation an express statement that such contributions or gifts werenot 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 andservices provided to the payor? 7a X

b If 'Yes,' did the organization notify the donor of the value of the goods or services provided? 7b

c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to fileForm 8282? 7c X

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 X

f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 7i X

g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899as required? 7g

h If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file aForm 1098-C? 7h

8 Sponsoring organizations maintaining donor advised funds and section 509(aX3) supporting organizations . Did thesupporting organization, or a donor advised fund maintained by a sponsoring organization, have excess businessholdings 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(cx12) organizations. Enter

a Gross income from members or shareholders 1 11 a^

b Gross income from other sources (Do not net amounts due or paid to other sourcesagainst amounts due or received from them ) 11 b

12a Section 4947(aXl) non-exempt charitable trusts . Is the organization filing Form 990 in lieu of Form 1041

b If 'Yes,' enter the amount of tax-exempt interest received or accrued during the year 12b

13 Section 501(cX29) 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 0.

b Enter the amount of reserves the organization is required to maintain by the states inwhich the organization is licensed to issue qualified health plans 1 1316 1

c Enter the amount of reserves on hand

14a Did the organization receive any payments for indoor tanning services during the tax year'

b If 'Yes,' has it filed a Form 720 to report these payments'? If 'No,' provide an explanation in Schedule 0

12a

13a

X

BAA TEEAO105L 11/30/10 Form 990 (2010)

Form 990 (2010) Threshold Foundation 13-3028214 Page 6

Part VI Governance, Management and Disclosure For each 'Yes' response to lines 2 through 7b below, and fora 'No' response to line 8a, 8b, or 70b below, describe the circumstances, processes, or changes inSchedule 0. See Instructions.Check if Schedule 0 contains a response to any question in this Part VI n

Section A . Governin g Body and ManagementYes No

1 a Enter the number of voting members of the governing body at the end of the tax year 1 a 9

b Enter the number of voting members included in line 1 a, above, who are independent lb 9

2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any otherofficer, director, trustee or key employee? 2 X

3 Did the organization delegate control over management duties customarily performed by or under the direct supervisionof officers, directors or trustees, or key employees to a management company or other person? 3 X

4 Did the organization make any significant changes to its governing documents 4 X

since the prior Form 990 was filed?

5 Did the organization become aware during the year of a significant diversion of the organization's assets? 5 X

6 Does the organization have members or stockholders? 6 X

7a Does the organization have members, stockholders, or other persons who may elect one or more members of thegoverning body? 7a X

b Are any decisions of the governing body subject to approval by members, stockholders, or other persons? 7b X

8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year bythe following

a The governing body? 8a X

b Each committee with authority to act on behalf of the governing body? 8b X

9 Is there any officer, director or trustee, or key employee listed in Part VII, Section A, who cannot be reached at theorganization's mailing address? If 'Yes,' provide the names and addresses in Schedule 0 9 X

Section B. Policies (This Section B requests Information about policies not required by the Internal Revenue Code.)Yes No

10a Does the organization have local chapters, branches, or affiliates? 10a X

b If 'Yes,' does the organization have written policies and procedures governing the activities of such chapters, affiliates,and branches to ensure their operations are consistent with those of the organization? 10b

11 a Has the organization provided a copy of this Form 990 to all members of its governing body before filing the form? 11a X

b Describe in Schedule 0 the process, if any, used by the organization to review this Form 990. See Schedule 0

12a Does the organization have a written conflict of interest policy? If 'No,' go to line 13 12a X

b Are officers, directors or trustees, and key employees required to disclose annually interests that could give riseto conflicts? 12b X

c Does the organization regularly and consistently monitor and enforce compliance with the policy? If 'Yes,' describe inSchedule 0 how this is done See Schedule 0 12c X

13 Does the organization have a written whistleblower policy? 13 X

14 Does the organization have a written document retention and destruction policy? 14 X

15 Did the process for determining compensation of the following persons include a review and approval by independentpersons, comparability data, and contemporaneous substantiation of the deliberation and decision?

a The organization's CEO, Executive Director, or top management official 15a X

b Other officers of key employees of the organization 15b X

If 'Yes' to line 15a or 15b, describe the process in Schedule 0 (See instructions.)

16a Did the organization invest in, contribute assets to, or participate in a point venture or similar arrangement with ataxable entity during the year? 16a X

b If 'Yes,' has the organization adopted a written policy or procedure requiring the organization to evaluate itsparticipation in joint venture arrangements under applicable federal tax law, and taken steps to safeguard theorg anization's exem pt status with respect to such arrang ements? 16b

Section C. Disclosure17 List the states with which a copy of this Form 990 is required to be filed ► CA NY

------------------------------18 Section 6104 requires an organization to make its Forms 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public

inspection Indicate how you make these available. Check all that apply.

1-1 Own website 1-1 Another's website X Upon request

19 Describe in Schedule 0 whether (and if so, how) the organization makes its governing documents, conflict of interest policy, and financialstatements available to the public See Schedule 0

20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization.

► Tides Foundation (Joyce Tanq)_PO Box 29903 San Francisco-CA 94129415_561-7819-------------- -----

BAA Form 990 (2010)

TEEAOI06L 12/21/10

.Form 990 2010 Threshold Foundation 13-3028214 Pag e 7

Part VII Compensation of Officers , Directors , Trustees, Key Employees, Highest Compensated Employees,and Independent ContractorsCheck If Schedule 0 contains a response to any question in this Part VII n

Section A. Officers, Directors , Trustees, Key Employees , and Highest Compensated Employees

1 a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within theorganization's tax year

• List all of the organization' s current officers directors, trustees (whether individuals or organizations), regardless of amount ofcompensation. 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) whoreceived 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 anyrelated organizations

• List all of the organization' s former officers, key employees, and highest compensated employees who received more than $100,000 ofreportable 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 theorganization, 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 compensatedemployees, and former such persons

[I Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee

(A) (B) (C) (D) (E) (F)

Name and title Average Position (check all that apply) Reportable Reportable Estimatedhours o ^y = T compensation from compensation from amount of other

per week aa

cn

m 3 ,o o3

the or ganizationW 2/1099 ISC

related or g anizationsW 2/1099 MISC

compensationf h(describe

hours forrelated

a

S d j3

rn ri

( ) ( ) rom t eorganizationand related

organiza 39

organizationstions inSchedule r^ N CD

0)

a

_ (1) Michele Grennon _ _ - _ _President 30 X X 0. 0. 0.

(2) gi a_Drury_____---_V.P. & Sec'tar 2 X X 0. 0. 0.

_ ^3) Anne-Golden - - - - _ _ _ _Treasurer 2 X X 0. 0. 0.

Cg) Sam Utne-------____Director 2 X 0. 0. 0.

_(5) David Hills ----____Director 2 X 0. 0. 0.

_Cc) Craig Harwood__-_--_Director 2 X 0. 0. 0.

_^7) Weston MillikenDirector 2 X 0. 0. 0.

_ @) Matt-Palevsky _ _ _ _ _ _ _

Director 2 X 0. 0. 0._ @) Drummond-Pike - - - _ _ _ _

Director 2 X 0. 0. 0.S1o) Laura Wasserman _ _ _ _ _

Director 2 X 0. 0. 0.(11) Mary wer

Director 2 X 0. 0. 0.

512)L -----------------

513 -----------------

s14) -----

(155) - - - - ------

sLR- -----------------

1?^- -----------------

BAA TEEA0107L 12/21/10 Form 990 (2010)

,Form 990(201o) Threshold Foundation 13-3028214 Page 8

Fart YII I Section A. Uttlcers Directors I rustees Key tm to ees ana Iyi nest l.om ensatea tm Io ees cony

(A) (B) (c) (D) (E) (F)

Name and title Averageh

Position (check all that apply) Reportable Reportable Estimatedours

per weeko, L >

= mo

compensation fromth t

compensation fromanizationsrelated or

amount of othercom ensation

(describe a a ga 3 a

-e or g aniza ion

(W 2/1099 MISC)g

(w 2/1099 MISC)p

from thehours for m' a ° m organizationrelated . d ^

-and related

orgamzations c

d,- ,

M

9 organizations

inSch O) O

c

(18)------------------------

(19)-----------------------

(20)------------------------

---------------(21) ---------

(22)- ------------------------

23---------------------------

(24) --------------

(25)------------------------

(26)------------------------

2---------------------------

(28)------------------------

(29)------------------------

1 b Sub-total 11- 0. 0. 0.

c Total from continuation sheets to Part VII, Section A 0. 0. 0.

d Total (add lines 1 b and 1 c) 0. 0. 0.

2 Total number of individuals (including but not limited to those listed above) who received more than $100,000 in reportable compensation

from the organization M. 0

No

3 Did the organization list any former officer, director or trustee, key employee, or highest compensated employeeon line la? If 'Yes,' complete Schedule J for such individual 3 X

4 For any individual listed on line la, is the sum of reportable compensation and other compensation fromthe organization and related organizations greater than $150,0007 If 'Yes' complete Schedule J forsuch individual 4 X

5 Did any person listed on line 1 a receive or accrue compensation from any unrelated organization or individualfor services rendered to the organization? If 'Yes,' complete Schedule J for such person 5 X

Secti on B . Independent Contractors1 Complete this table for your five highest compensated independent contractors that received more than $100,000 of

rmmnencatinn frnm the nrnanvatinn.

(A)Name and business address

(B)Description of services

(C)Compensation

Tides Foundation P.O. Box 29903 San Francisco, CA 94129 Mgmt. & Op er. Svc. 283,000.

2 Total number of independent contractors (including but not limited to those listed above) who received more than

$100,000 in compensation from the org anization

BAA TEEA0108L 12/21/10 Form 990 (2010)

Form 990 (2010 Threshold Foundation 13-3028214 Pa g e 9

Part V111 Statement of Revenue

(A) (B) (C) (D)Total revenue Related or Unrelated Revenue

exempt business excluded from taxfunction revenue under sectionsrevenue 512, 513, or 514

1 a Federated campaigns laZ Z

b Membership dues 1 b 238,777.

NQ c Fundraising events 1C

lZS d Related organizations l d 169,750. .v; f e Government grants (contributions) 1 ezM

P ccW f All other contributions, gifts, grants, andm similar amounts not included above 1 f 1,004,014.

_= g Noncash contributions included in Ins la- If $ 81,739.

Ua h Total. Add lines la-1f 1,412,541.Business Code

W 2a Conferences 900099 232, 578. 232,578.----------------

bWU_

>

- - - - - - - - - - - - - - - - - -C

N- - - - - - - - - - - - - - - - - -

d

f------------------

e

a f All other program service revenue

Total. Add lines 2a-2f 0. 232,578.

3 Investment income (including dividends, interest andother similar amounts) 0. 40, 809. 40, 809.

4 Income from investment of tax-exempt bond proceeds

5 Royalties(i) Real (u) Personal

6a Gross Rents

b Less rental expenses

c Rental income or (loss)

d Net rental income or (lo ss

sales oft f7 G (i) Securities (ii) Otherross amoun roma

assets other than inventory 755,102.

b Less cost or other basisand sales expenses 681,893.

c Gain or (loss) 73,209.

d Net gain or (loss) 111- 73,209. 73 , 209.

8a Gross income from fundraising events(not including $

of contributions reported on line 1c).

See Part IV, line 18 a

b Less direct expenses b0

c Net income or (loss) from fundraising events

9a Gross income from gaming activitiesSee Part IV, line 19 a

b Less direct expenses b

c Net income or (loss) from gaming activiti es

10a Gross sales of inventory, less returnsand allowances a

b Less cost of goods sold b

c Net income or ( loss ) from sales of InventorMiscellaneous Revenue Business Code

11a Interest from PRIs 900099 11,951. 11 , 951.------------------b Investment Partnerships 900099 -1,772. -1,772.-------- --------c ------------------

d All other revenue

e Total. Add lines Ila-11d 10, 179.

12 Total revenue. See instructions ► 1, 769, 316. 244,529. -1,772. 114,018.BAA TEEAO109L 10111/10 Form 990 (2010)

Form 990 2010 Threshold Foundation 13-3028214 Page 10

part 1X Statement of Functional Expenses

Section 507(c)(3) and 507(c)(4) organizations must complete all columns.

All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).

Do not include amounts reported on lines6b, 7b, 8b, 9b, and 10b of Part V111.

Total expenses

(B)Program service

expenses

(C)Management andgeneral ex enses

(D)Fundraisingex pens..

1 Grants and other assistance to governmentsand organizations in the U S See Part IV,line 21 1 , 258, 495 . 1, 258, 495.

2 Grants and other assistance to individuals inthe U.S. See Part IV, line 22

3 Grants and other assistance to governments,organizations , and individuals outside theU S See Part IV, lines 15 and 16 8, 900 . 8, 900.

4 Benefits paid to or for members5 Compensation of current officers, directors,

trustees, and key employees 0. 0. 0. 0.

6 Compensation not included above, todisqualified persons (as defined undersection 4958(f)(1)) and persons describedin section 4958 (c)(3)(B) . . . .

7 Other salaries and wages

8 Pension plan contributions ( includesection 401 (k) and section 403(b)employer contributions)

9 Other employee benefits.

10 Payroll taxes

11 Fees for services (non-employees)

a Management 283 000 . 125 800. 157 200.b Legal 1,054 . 1,054.

c Accounting 14,735. 14,735.

.

d Lobbying

e Professional fundraising services See Part IV, line 17

f Investment management fees

g Other

12 Advertising and promotion

13 Office expenses

14 Information technology

15 Royalties

16 Occupancy

17 Travel 12,794. 11 , 017. 1,777.

18 Payments of travel or entertainmentexpenses for any federal , state, or localpublic officials

19 Conferences , conventions , and meetings 91,16 6. 91,166.20 Interest

21 Payments to affiliates

22 Depreciation , depletion, and amortization

23 Insurance 1, 559. 1,559.24 Other expenses Itemize expenses not

covered above (List miscellaneous expensesin line 24f If line 24f amount exceeds 10%of line 25, column (A) amount , list line 24fexpenses on Schedule 0.)

Card Feesa Credit ---- 30,865 . 30,865.- - - --------------

b Investment Fees 17 ,507. 17 , 507.---------------------c Telecommunications 15 , 058 . 14 , 892. 166.

- - - - - - ---------------d Printing and Publications_ _- ---

6,800 . 2,360 . 4,440.----------e Honoraria 5,500 . 5,500.---------------------

f All other expenses 12,240 . 4 , 268 . 7,550. 422.25 Total functional ex penses Add lines 1 through 24f 1, 759, 673. 1, 522, 398 . 236, 853. 422.

26 Joint costs . Check here ► F1 if followingSOP 98-2 (ASC 958-720). Complete this lineonly if the organization reported in column(B) point costs from a combined educationalcampaign and fundraising solicitation

BAA Form 990 (2010)

TEEA01I0L 12/21/10

.Form 990 (2010 Threshold Foundation 13-3028214 Pa g e 11

Bart X Balance Sheet

(A) (B)Beginning of year End of year

1 Cash - non-interest-bearing 1

2 Savings and temporary cash investments 258 560. 2 367,333.

3 Pledges and grants receivable, net 5,950. 3 35,390.

4 Accounts receivable, net 4

5 Receivables from current and former officers, directors, trustees, key employees,and highest compensated employees. Complete Part II of Schedule L 5

6 Receivables from other disqualified persons (as defined under section 4958(f)(1)),persons described in section 4958(c)(3)(B), and contributing employers andsponsoring organizations of section 501 (c)(9) voluntary employees' beneficiaryorganizations (see instructions) 6

A

s7 Notes and loans receivable, net 7

E 8 Inventories for sale or use 8T

9 Prepaid expenses and deferred charges 10, 650. 9 18,600.

10a Land, buildings, and equipment. cost or other basisComplete Part VI of Schedule D 10a

b Less accumulated depreciation. 10b 10c

11 Investments - publicly traded securities 1, 441, 776. 11 1,699, 639.

12 Investments - other securities See Part IV, line 11 769 842. 12 569, 165.

13 Investments - program-related. See Part IV, line 11 490, 000. 13 480,000.

14 Intangible assets 14

15 Other assets. See Part IV, line 11 9, 159. 15 7,593.

16 Total assets . Add lines 1 throu g h 15 (must eq ual line 34) 2, 985, 937. 16 3,177,720.

17 Accounts payable and accrued expenses 11 , 866. 17 4,726.18 Grants payable 18 69,000.19 Deferred revenue 19

L 20 Tax-exempt bond liabilities 20

B 21 Escrow or custodial account liability Complete Part IV of Schedule D 211L 22 Payables to current and former officers, directors, trustees, key employees,T highest compensated employees, and disqualified persons Complete Part II

i of Schedule L 22E

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 Complete Part X of Schedule D 63, 700. 25 71,918.26 Total liabilities. Add lines 17 through 25 75, 566. 26 145,644.

Organizations that follow SFAS 117, check here ► X and complete linesH

27 through 29 and lines 33 and 34.A 27 Unrestricted net assets 2, 861, 221. 27 2, 940, 636.E 28 Temporarily restricted net assets 49, 150. 28 91,440.

29 Permanently restricted net assets 29

R Organizations that do not follow SFAS 117, check here and complete

FU lines 30 through 34.N 30 Capital stock or trust principal, or current funds 30

A 31 Paid-in or capital surplus, or land, building, or equipment fund 31

L 32 Retained earnings, endowment, accumulated income, or other funds 32

c 33 Total net assets or fund balances. 2, 910, 371. 33 3, 032, 076.34 Total liabilities and net assets/fund balances 2, 985, 937. 34 3,177,720.

BAA Form 990 (2010)

TEEA0111L 12/21/10

Form 990 (2010 Threshold Foundation 13-3028214 Pag e 12

part Xf Reconciliation of Net Assets I^1

Check if Schedule 0 contains a response to any question in this Part XI Inl

1 Total revenue (must equal Part VIII, column (A), line 12) 1 1 , 769, 316.

2 Total expenses (must equal Part IX, column (A), line 25) 2 1 , 759 , 673.

3 Revenue less expenses Subtract line 2 from line 1 3 9, 643.

4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) 4 2 , 910 , 371 .

5 Other changes in net assets or fund balances (explain in Schedule 0) See Schedule 0 5 112,062.

6 Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33,column (B)) 6 3, 032, 076.

Part X11 Financial Statements and Reporting

Check If Schedule 0 contains a res ponse to any q uestion in this Part XIIYes No

1 Accounting method used to prepare the Form 990. [] Cash N Accrual D Other

If the organization changed its method of accounting from a prior year or checked 'Other,' explainin Schedule 0

2a Were the organization's financial statements compiled or reviewed by an independent accountant? a X

b Were the organization's financial statements audited by an independent accountant? 2b X

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 X

If the organization changed either its oversight process or selection process during the tax year, explainin Schedule 0

d If 'Yes' to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on aseparate basis , consolidated basis, or both.

Separate basis F] Consolidated basis 1-1 Both consolidated and separate basis

3a As a result of a federal award , was the organization required to undergo an audit or audits as set forth in the SingleAudit Act and OMB Circular A-133? 3a X

b If 'Yes,' did the organization undergo the required audit or audits ? If the organization did not undergo the required auditor audits, explain why in Schedule 0 and describe any steps taken to undergo such audits. 3b

BAA Form 990 (2010)

TEEA0112L 12/21/10

.SCHEDULE A(Form 990 or 990-EZ)

Department of the TreasuryInternal Revenue Service

Public Charity Status and Public SupportComplete if the organization is a section 501(cX3) organization or a section

4947(aXl) nonexempt charitable trust.

► Attach to Form 990 or Form 990-EZ. ► See separate instructio ns.

OMB No 1545 0047

1 2010open to Pic

tnspectian

Name of the organization Employer identification number

Threshold Foundation 13-3028214

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.)

1 A church, convention of churches or association of churches described in section 170(bXlXAXi).

2 A school described in section 170(bXlXAXii). (Attach Schedule E.)

3 A hospital or a cooperative hospital service organization described in section 170(bXlXAXiii).

4 A medical research organization operated in conjunction with a hospital described in section 170(bXlXAXiii) Enter the hospital's

5

______________________________________________name, city, and state.

q An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section170(bX1XAXiv). (Complete Part II.)

6 A federal, state, or local government or governmental unit described in section 170(bX1XAXv)•

7 X An organization that normally receives a substantial part of its support from a governmental unit or from the general public describedin section 170(bXlXAXvi). (Complete Part II.)

8 q A community trust described in section 170(bXlXAXvi). (Complete Part II )

9 q An organization that normally receives. (1) more than 33-1/3% of its support from contributions, membership fees, and gross receiptsfrom activities related to its exempt functions - subject to certain exceptions, and (2) no more than 33-1/3% of its support from grossinvestment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization afterJune 30, 1975 See section 509(aX2). (Complete Part III.)

10 H An organization organized and operated exclusively to test for public safety. See section 509(aX4).

11 An organization organized and operated exclusively for the benefit of, to perform the functions of, or carry out the purposes of one ormore publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(aX3). Check the box thatdescribes the type of supporting organization and complete lines 11e through 11h.

a I b II c q Type III - Functionally integrated d q Type I I I - Other

e q By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified personsother than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) orsection 509(a)(2).

If If the organization received a written determination from the IRS that is a Type I, Type II or Type III supporting organization, qcheck this box

Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons

Yes No

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii) and (Ill)below, the governing body of the supported organization' 11 g (i)

(ii) A family member of a person described in (i) above' 11 g (ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above' 11 g (iii)

Provide the following information about the su pported organization(s)

(i) Name of supportedorganization

(ii) EIN (n) Type of organization(described on lines 1 9above or IRC section(see instructions))

(iv) Is theorganization in

column (I) listed inyour governingdocument?

(v) Did you notifythe organization in

column (I) ofyour support'

(vi) Is theorganization in

column ()organized in the

7US

(vu) Amount of support

Yes No Yes No Yes No

(A)

(B)

(C)

(D)

(E)

Total

BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. Schedule A (Form 990 or 990-EZ) 2010

TEEA0401 L 12/23/10

2Schedule A (Form 990 or 990-EZ) 2010 Threshold Foundation 13-3028214 Pag e

Park It 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 theorganization fails to qualify under the tests listed below, please complete Part III.)

Section A . Public Suuaort

Calendar year (or fiscal year (a) 2006 (b) 2007 (c) 2008 (d) 2009 (e) 2010 (f) Totalbeginning in) ►

1 Gifts grants , contributions, andmembership fees received. (Donot include 'unusual grants 1, 375, 119. 2, 476, 062. 1, 911, 571. 1 F 545 1 822, 1 412, 541. 8, 721, 115.

2 Tax revenues levied for theorganization ' s benefit andeither paid to it or expended

0on its behalf

3 The value of services orfacilities furnished by agovernmental unit to the

0organization without charge

4 Total . Add lines 1 through 3 1, 375, 119. 2, 476, 062. 1, 911, 571. 1, 545, 822. 1, 412, 541. 8, 721, 115.

5 The portion of totalcontributions by each person(other than a governmentalunit or publicly supportedorganization) included on line 1that exceeds 2% of the amountshown on line 11, column (f) 427, 459.

6 Public support . Subtract line 5from line 4 8, 293, 656.

Section B. Total Su pport

Calendar year (or fiscal yearbeginning in) ►

7 Amounts from line 4

8 Gross income from interest,dividends, payments receivedon securities loans, rents,royalties and income fromsimilar sources

9 Net income from unrelatedbusiness activities , whether ornot the business is regularlycarried on

10 Other income Do not includegain or loss from the sale ofcapital assets (Explain inPart IV )

11 Total support . Add lines 7through 10

(a) 2006 (b) 2007 (c) 2008 (d) 2009 (e) 2010 (f) Total

1,375,119 . 2,476,062 . 1,911,571. 1 , 54-5 , 82-2 . 1,412,541. 8,721,115.

114 299 . 155 721. 117,156. 63,591 . 40 , 809 . 491 576.

0.

0.

9 212,691.

12 Gross receipts from related activities, etc (see instructions) 12 0.

13 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

Section C. Comoutation of Public Suooort Percentage14 Public support percentage for 2010 (line 6, column (f) divided by line 11, column (f))

15 Public support percentage from 2009 Schedule A, Part II, line 14

90.0%88.7 %

16a 33-1/3% support test - 2010 . If the organization did not check the box on line 13, and the line 14 is 33-1/3% or more, check this boxand stop here . The organization qualifies as a publicly supported organization P. XM

b 33-113% support test - 2009 . 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 qand stop here . The organization qualifies as a publicly supported organization

17a 10%-facts-and -circumstances test - 2010 . If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10%or more, and if the organization meets the 'facts-and-circumstances' test, check this box and stop here . Explain in Part IV howthe organization meets the 'facts-and-circumstances' test The organization qualifies as a publicly supported organization F1

b 10%-facts-and-circumstances test - 2009 . If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10%or more, and if the organization meets the 'facts-and-circumstances' test, check this box and stop here . Explain in Part IV how the

11-organization meets the 'facts-and-circumstances' test The organization qualifies as a publicly supported organization

18 Private foundation . If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see inst ructions

BAA

TEEA0402L 12/23110

Schedule A (Form 990 or 990-EZ) 2010

Schedule A (Form 990 or 990-EZ) 2010 Threshold Foundation 13-3028214 Pag e 3

Part [tl 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 failsto q ualify under the tests listed below, please complete Part II.)

Section A. Public Sunnort

Calendar year ( or fiscal yr beginning (a) 2006 (b) 2007 (c) 2008 (d) 2009 (e) 2010 Total

1 Gifts, grants, contributionsand membership feesreceived. (Do not includeany 'unusual grants ')

2 Gross receipts from admis-sions, merchandise sold orservices performed, or facilitiesfurnished in any activity that isrelated to the organization'stax-exempt purpose

3 Gross receipts from activitiesthat are not an unrelated tradeor business under section 513

4 Tax revenues levied for theorganization's benefit andeither paid to or expended onits behalf

5 The value of services orfacilities furnished by agovernmental unit to theorganization without charge

6 Total . Add lines 1 through 5

7a Amounts included on lines 1,2, and 3 received fromdisqualified persons

b Amounts included on lines 2and 3 received from other thandisqualified persons thatexceed the greater of $5,000 or1% of the amount on line 13for the year

c Add lines 7a and 7b

8 Public support (Subtract line7c from line 6

Section B . Total Support

Calendar year (or fiscal yr beginning in)*

9 Amounts from line 61Da Gross income from interest,

dividends, payments receivedon securities loans, rents,royalties and income fromsimilar sources

b Unrelated business taxableincome (less section 511taxes) from businessesacquired after June 30, 1975

c Add lines 10a and 10b11 Net income from unrelated business

activities not included in line 10b,whether or not the business isregularly carried on

12 Other income. Do not includegain or loss from the sale ofcapital assets (Explain inPart IV )

13

14

Total support . ( Add ins 9 , lOc, 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

ion C. Computation of Public Support Percentage15 Public support percentage for 2010 (line 8, column (f) divided by line 13, column (f)) 15 %

16 Public support percentage from 2009 Schedule A, Part III, line 15 16 %

Section D . Computation of Investment Income Percentage

17 Investment income percentage for 2010 (line 10c, column (f) divided by line 13, column (f)) 17 %

18 Investment income percentage from 2009 Schedule A, Part III, line 17 18 %

19a 33-113% support tests - 2010 . If the organization did not check the box on line 14, and line 15 is more than 33-1/3%, and line 17 qis not more than 33-1/3%, check this box and stop here . The organization qualifies as a publicly supported organization ►

b 33-1/3% support tests - 2009 . If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33-1/3%, andline 18 is not more than 33-1/3%, check this box and stop here . The organization qualifies as a publicly supported organization ►

0 Private foundation . If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ►2 H

(a) 2006 (b) 2007 (c) 2008 (d) 2009 (e) 2010 (f) Total

111-

BAA TEEA0403L 12/29/10 Schedule A (Form 990 or 990-EZ) 2010

.Schedule A (Form 990 or 990-EZ) 2010 Threshold Foundation 13-3028214 Pag e 4

Part tV Supplemental Information . Complete this part to provide the explanations required by Part II, line 10;

Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information.(See instructions).

BAA Schedule A (Form 990 or 990-EZ) 2010

TEEAO404L 09/08/10

-SCHEDULE C(Form 990 or 990-EZ)

Department of the TreasuryInternal Revenue Service

Political Campaign and Lobbying Activities

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

Complete if the organization is described below.

Attach to Form 990 or Form 990-EZ. ► See separate instructions.

0MB No 1545 0047

2010open to PublicInspeclim

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

• Section 501(c)(3) organizations Complete Parts I-A and B Do not complete Part I-C

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

• Section 527 organizations Complete Part I-A only.

If the organization answered 'Yes,' to Form 990 , Part IV , line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then

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

• Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)) Complete Part II-B. Do not completePart II-A

If the organization answered 'Yes,' to Form 990 , Part IV, line 5 (Proxy Tax) or Form 990-EZ , Part V, line 35a (Proxy Tax), then

• Section 501(c) (4) , (5) , or (6) org anizations Complete Part I I

Name of organization Employer identification number

Thra.chn1 ri Fnunrdat i nn 13-3028214

Part t-A I Complete if the organization is exempt under section 501(c) or is a section 527 organization.

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

2 Political expenditures 0.$

3 Volunteer hours

Part I.8 Complete if the organization is exempt under section 501 (c)(3).1 Enter the amount of any excise tax incurred by the organization under section 4955 0.$ 0.

2 Enter the amount of any excise tax incurred by organization managers under section 4955 0.$ 0.

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

H

Yes a No

4a Was a correction made? Yes No

b If 'Yes,' describe in Part IV

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

1 Enter the amount directly expended by the filing organization for section 527 exempt function activities $

2 Enter the amount of the filing organization's funds contributed to other organizations for section 527 exemptfunction activities $

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

4 Did the filing organization file Form 1120-POL for this year? LlYes j No

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

(a) Name (b) Address (c) EIN (d) Amount paid from filing (e) Amount of politicalorganization's funds contributions received and

n none, enter 0 promptly and directlydelivered to a separatepolitical organization

If none, enter 0

(1) ------------------

(2) -------------------

(3) -------------------

(4) -------------------

(5) -------------------

(6) -------------------

BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ Schedule C (Form 990 or 990-EZ) 2010

TEEA3201L 02/02/11

Schedule C (Form 990 or 990-En 2010 Threshold Foundation 13-3028214 Page 2

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

A Check ►B Check ►

if the filing organization belongs to an affiliated group.

if the filin g org anization checked box A and 'limited control' provisions a pp l y .

Limits on Lobbying Expenditures(The term ' expenditures ' means amounts paid or incurred .)

(a) Filingorganization's totals

(b) Affiliatedgroup totals

1 a Total lobbying expenditures to influence public opinion (grass roots lobbying) 54 , 416.

bTotal lobbying expenditures to influence a legislative body (direct lobbying) 92, 024.

c Total lobbying expenditures (add lines 1a and 1b) 146, 440. 0.

d Other exempt purpose expenditures 1 , 613 , 233.e Total exempt purpose expenditures (add lines 1c and 1d) 1 , 759 , 673. 0.

f Lobbying nontaxable amount. Enter the amount from the following table inboth columns. 237, 984.

If the amount on line le , column (a) or (b) is: The lobbying nontaxable amount is

Not over $500,000 20% of the amount on line 1 e

Over $500,000 but not over $1,000,000 $100,000 plus 15% of the excess over $500,000

Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000

Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000

Over $17,000,000 $1,000,000

g Grassroots nontaxable amount (enter 25% of line 10 59 , 496. 0.

h Subtract line 1g from line la If zero or less, enter -0- 0. 0.

i Subtract line if from line 1c If zero or less, enter -0- 0. 0.

j If there is an amount other than zero on either line lh or line 11, did the organization file Form 4720 reportingsection 4911 tax for this year' F]Yes ri No

4-Year Averaging Period Under Section 501(h)(Some organizations that made a section 501(h) election do not have to complete all of the five

columns below. See the instructions for lines 2a through 2f.)

Lohbvina Expenditures During 4-Year Averaaina Period

Calendar year (or fiscal (a) 2007 (b) 2008 (c) 2009 (d) 2010 (e) Totalyear beginning in)

2a Lobbying non-taxableamount 257,289. 303,060. 244,506. 237,984. 1,042 839.

b Lobbying ceilingamount (150% of line2a, column (e)) 1, 564, 259.

c Total lobbyingexpenditures 225, 000. 50 , 000. 109, 200. 146, 440. 530 640.

d Grassroots nontaxableamount 64,322. 75,765. 61,127. 59,496. 260, 710.

e Grassroots ceilingamount (150% of line2d, column (e .... 391 065.

f Grassroots lobbying

.

expenditures . 136, 972.BAA Schedule C (Form 990 or 990-EZ) 2010

TEEA3202L 10/11110

Schedule C (Form 990 or 990-EZ) 2010 Threshold Foundation 13-3028214 Pag e 3

Par# t[-8 Complete if the organization is exempt under section 501 (c)(3) and has NOT filed Form 5768(election under section 501(h)).

(a) (b)

Yes No Amount

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

a Volunteers?

b Paid staff or management (include compensation in expenses reported on lines 1c through 11)?

c Media advertisements?

d Mailings to members, legislators, or the public?

e Publications, or published or broadcast statements?

f Grants to other organizations for lobbying purposes?

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

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

i Other activities? If 'Yes,' describe in Part IV

j Total. Add lines 1 c through 11

2a Did the activities in line 1 cause the organization to be not described in section 501(c)(3)?

b If 'Yes,' enter the amount of any tax incurred under section 4912

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

d If the film org anization incurred a section 4912 tax, did it file Form 4720 for this year?

Part 111-A Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), orsection 501(c)(6).

No

1 Were substantially all (90% or more) dues received nondeductible by members? 1

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

3 Did the org anization a g ree to carry over lobby in g and p olitical expenditures from the prior year? 3

Part 111-B Complete if the organization is exempt under section 501(c)(4) , section 501(c)(5), or

section 501(c) 6) if BOTH Part III-A, lines 1 and 2 are answered ' No' OR if Part III-A, line 3is answered 'Yes.'

1 Dues, assessments and similar amounts from members 1

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

a Current year 2a

b Carryover from last year 2b

c Total 2c

3 Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues 3

4 If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excessdoes the organization agree to carryover to the reasonable estimate of nondeductible lobbying and politicalexpenditure next year? 4

5 Taxable amount of lobby in g and p olitical ex penditures (see instructions 5

Part IV Supplemental Information

Complete this part to provide the descriptions required for Part I-A, line 1, Part I-B, line 4, Part I-C, line 5, and Part II-B, line 11.Also, complete this part for any additional information.--------------------------------------------------------------------

BAA Schedule C (Form 990 or 990-EZ) 2010

TEEA3203L 10/11/10

Schedule C (Form 990 or 990-EZ) 2010 Threshold Foundation 13-3028214 Pag e 4

Part IV Supplemental Information (continued)

BAA Schedule C (Form 990 or 990-EZ) 2010

TEEA3204L 10/11/10

-SCHEDULE DOMB No 1545 0047

(Form 990) Supplemental Financial Statements 2010► Complete if the organization answered 'Yes,' to Form 990,

Department of the Treasury Part IV , lines 6, 7, 8, 9, 10 , 11 , or 12. Open to PublicInternal Revenue Service ► Attach to Form 990 . ► See separate instructions . Ins ectlonName of the organization Employer identification number

Threshold Foundation 13-3028214

Part f Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts . Complete ifthe organization answered 'Yes' to Form 990, Part IV, line 6.

(a) Donor advised funds (b) Funds and other accounts

1 Total number at end of year

2 Aggregate contributions to (during year)

3 Aggregate grants from (during year)

4 Aggregate value at end of year

5 Did the organization inform all donors and donor advisors in writing that the assets held in donor advisedfunds are the organization's property, subject to the organization's exclusive legal control? Yes El No

6 Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can beused only for charitable purposes and not for the benefit of the donor or donor advisor, or for any otherpurpose conferring impermissible private benefit? LIYes El No

Part [I Conservation Easements . Complete if the organization answered 'Yes' to Form 990, Part IV, line 7.

1 Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e g , recreation or education)

H

Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on thelast day of the tax year

Held at the End 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 historicstructure listed in the National Register 2d

3 Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the

tax year ►4 Number of states where property subject to conservation easement is located ►

5 Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations,and enforcement of the conservation easements it holds? El Yes El No

6 Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year11-

7 Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year

8 Does each conservation easement reported on line 2(d) above satisfy the requirements of section170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? 1-1 Yes El No

9 In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and balance sheet, andinclude, if applicable , the text of the footnote to the organization ' s financial statements that describes the organization ' s accounting forconservation easements

Part t1F Organizations Maintaining Collections of Art, Historical Treasures , or Other Similar Assets.Complete it the organization answered 'Yes' to Form 990, Part IV, line 8.

1 a If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works ofart, historical treasures , or other similar assets held for public exhibition , education , or research in furtherance of public service , provide,in Part XIV, the text of the footnote to its financial statements that describes these items.

b 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 thefollowing amounts relating to these items.

(i) Revenues Included in Form 990, Part VIII, line 1 $

(ii) Assets Included in Form 990, Part X ► $

2 If the organization received or held works of art, historical treasures, or other similar assets for financial gain , provide the followingamounts required to be reported under SFAS 116 (ASC 958) relating to these items

a Revenues Included in Form 990, Part VIII, line 1 ► $

b Assets Included in Form 990. Part X ► $

BAA For Paperwork Reduction Act Notice , see the Instructions for Form 990. TEEA3301L 11/15/10 Schedule D (Form 990) 2010

Schedule D (Form 990 2010 Threshold Foundation 13-3028214 Pag e 2

1 Part [It Organizations Maintaining Collections of Art , Historical Treasures , or Other Similar Assets (continued)

3 Using the organization ' s acquisition , accession , and other records, check any of the following that are a significant use of its collectionitems (check all that apply).

a Public exhibition d Loan or exchange programs

b Scholarly research a Other

c Preservation for future generations

4 Provide a description of the organization ' s collections and explain how they further the organization ' s exempt purpose inPart XIV

5 During the year, did the organization solicit or receive donations of art, historical treasures , or other similarassets to be sold to raise funds rather than to be maintained as part of the org anization ' s collections 1-1 Yes No

Part IV Escrow and Custodial Arrangements . Complete if organization answered 'Yes' to Form 990, Part IV, line

9, or reported an amount on Form 990, Part X, line 21.

1 a Is the organization an agent , trustee , custodian , or other intermediary for contributions or other assets notincluded on Form 990, Part X7 1-1 Yes No

b If 'Yes,' explain the arrangement in Part XIV and complete the following table.

Amount

c Beginning balance 1 c

d Additions during the year 1 d

e Distributions during the year 1 e

f Ending balance 1 f

2a Did the organization include an amount on Form 990, Part X, line 21 ? Yes No

b If 'Yes ,' exp lain the arran g ement in Part XIV

Pert V Endowment Funds . Com p lete if the or anlzatlon answered 'Yes' to Form 990, Part IV, line 10.

1 a Beginning of year balance

b Contributions

c Net investment earnings, gains,and losses

d Grants or scholarships

e Other expenditures for facilitiesand programs

f Administrative expenses

g End of year balance

(a) Current year (b) Prior year (c) Two years back (d) Three years back (e) Four years back

2 Provide the estimated percentage of the year end balance held as.

a Board designated or quasi-endowment ► %

b Permanent endowment ► %

c Term endowment ► o

3a Are there endowment funds not in the possession of the organization that are held and administered for theorganization by

(i) unrelated organizations

(ii) related organizations

b If 'Yes' to 3a(ii), are the related organizations listed as required on Schedule R?

4 Describe in Part XIV the intende d uses of the organization ' s endowment funds.

Yes No

3a i)

3a ii)

3b

Part V1 Land , Buildin gs , and Eq ui pment . See Form 990, Part X, line 10.Description of investment (a) Cost or other basis

(investment)(b) Cost or other

basis (other)(c) Accumulated

depreciation(d) Book value

1 a Land

b Buildings

c Leasehold improvements

d Equipment

e Other

Tota l. Add lines 1 a through 1 e (Column (d) must equal Form 990, Part X, column (B), line 10(c).) 0.

BAA Schedule D (Form 990) 2010

TEEA3302L 12/20/10

Schedule D (Form 990) 2010 Threshold Foundation

Pat't V11 Investments-Other Securities . See Form 990, Part X, line 1

(a) Description of security or category (b) Book value(includinci name of security)

(1) Financial derivatives

(2) Closely-held equity interests

(3) Other Money Market_ Funds _ _ _ _ _ _ _ _

(A)--------------------------

(B)-------------------------

(C)--------------------------

(D)-------------------------

(E)--------------------------

(F)--------------------------

(G)--------------------------

(H)-------------------------

(I)--------------------------

13-3028214

(c) Method of valuation.Cost or end-of-year market value

569,165.IEnd of Year Market Value

Paae 3

Total (Column (b) must equal Form 990 Part X, column (B) line 12 ) 011 569, 165. f

Paa+V1EE Invectmentc-Prnnram Related . (See Form 990. Part X. line 13)

(a) Description of investment type (b) Book value (c) Method of valuationCost or end-of-year market value

(1 See Part XIV(2)

(3)

(4)

(5 )

(6)

(7)

(8

(9)(10)

Tota I (Column b must equal Form 990, Part X, column (B) line 13. ) 480 , 000. 1Part EX I Other Assets. (See Form 990. Part X. Ilne 15) N/A

(a) Descri ption (b) Book value

(1

(2 )

(3)

(4)

(5)(6)

(7 )

(8

(9)(10)

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

^f J Other Liabilities . (See Form

(a) Description of liability

Federal income taxes

Refundable Deposits

Part X. line 15(b) Amount

71, 918.

( 10)(11

Total. (Column (b) must equal Form 990, PartX, column (B) line 25) 111. 71 ,918.12. FIN 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports theorganization ' s liability for uncertain tax positions under FIN 48 (ASC 740)

BAA TEEA3303L 12120/10 Schedule D (Form 990) 2010

Schedule D (Form 990 2010 Threshold Foundation 13-3028214 Pag e 4

Pad Xt Reconciliation of Change in Net Assets from Form 990 to Audited Financial Statements

1 Total revenue (Form 990, Part Vlll,column (A), line 12) 1 769, 316.

2 Total expenses (Form 990, Part IX, column (A), line 25) 1,759 , 673.

3 Excess or (deficit) for the year. Subtract line 2 from line 1 9, 643.

4 Net unrealized gains (losses) on investments 112, 062.

5 Donated services and use of facilities

6 Investment expenses

7 Prior period adjustments

8 Other (Describe in Part XIV) _

9 Total adjustments (net). Add lines 4 through 8 112,062.

10 Excess or (deficit ) for the year per audited financial statements. Combine lines 3 and 9 121, 705.

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return1 Total revenue, gains, and other support per audited financial statements 1 1, 863,871.

2 Amounts included on line 1 but not on Form 990, Part VIII, line 12

a Net unrealized gains on investments 2a 112,062.

b Donated services and use of facilities 2b

c Recoveries of prior year grants 2c

d Other (Describe in Part XIV) 2d

e Add lines 2a through 2d 2e 112 , 062.

3 Subtract line 2e from line 1 3 1, 751, 809.

4 Amounts included on Form 990, Part VIII, line 12, but not on line 1

a Investments expenses not included on Form 990, Part VIII, line 7b 4a 17,507.

b Other (Describe in Part XIV.) 4b

cAddlines4aand4b 4c 17,507.

5 Total revenue Add lines 3 and 4c. his must equal Form 990, Part line 12 5 1, 769, 316.Part Xtll Reconciliation of Expenses per Audited Financial Statements With Expenses per Return

1 Total expenses and losses per audited financial statements 1 1, 742, 166.

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 XIV) 2d

e Add lines 2a through 2d 2e

3 Subtract line 2e from line 1 3 1 , 742 , 166.4 Amounts included on Form 990, Part IX, line 25, but not on line 1:

a Investments expenses not included on Form 990, Part VIII, line 7b 4a 17,507.

b Other (Describe in Part XIV.) 4b

c Add lines 4a and 4b 4c 17,507.

5 Total expenses Add lines 3 and 4c. (This must equal Form 990, Part line 18) 5 1, 759, 673.

Part XIV Supplemental InformationComplete this part to provide the descriptions required for Part II, lines 3, 5, and 9, Part III, lines la and 4, Part IV, lines lb and 2b,Part V, line 4, Part X, line 2, Part XI, line 8, Part XII, lines 2d and 4b, and Part XIII, lines 2d and 4b. Also complete this part to provideany additional information

BAA TEE.A3304L 02/11/11 Schedule D (Form 990) 2010

Schedule D (Form 990 2010 Threshold Foundation 13-3028214 Pag e 5

Pad XIV Supplemental Information (continued)

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BAA TEEP3305L 07/16/10 Schedule D (Form 990) 2010

2010 Schedule D, Part XIV - Supplemental Information Page 6

Threshold Foundation 13-3028214

Schedule D, Part VIIIInvestments - Program Related

Description Book Value Method of ValuationLow Interest Loan - ACCION 55,000. End of Year Market ValueLow Interest Loan - Co-Op of New England

20,000. End of Year Market ValueLow Interest Loan - E & Co 50,000. End of Year Market ValueLow Interest Loan - Root Capital 20,000. End of Year Market ValueLow Int Loan - Enterprise Corp Delta

25,000. End of Year Market ValueLow Int Loan - Human Econ Appalachian

20,000. End of Year Market ValueLow Interest Loan - Inst Community Econ

25,000. End of Year Market ValueLow Interest Loan - Opp Finance Ntwk

100,000. End of Year Market ValueLow Interest Loan - Nat Fed Comm Dev CU

50,000. End of Year Market ValueLow Interest Loan - NM Community Dev Fd

20,000. End of Year Market ValueLow Interest Loan - Self Help Enterprise

45,000. End of Year Market ValueLow Interest Loan - New Hampshire Comm

25,000. End of Year Market ValueLow Interest Loan - Shared Interest 25,000. End of Year Market Value

Total $ 480,000.

Schedule F(Form 990)

Department of the TreasuryInternal Revenue Service

Statement of Activities Outside the United StatesOMB No 1545 0047

► Complete if the organization answered 'Yes' to Form 990 , Part IV , line 14b , 15, or 16.Attach to Form 990. See separate instructions .

.2010en to Public

Name of the organization

. Inspectiontion number

Threshold Foundation 4

Part I General Information on Activities Outside the United States . Complete if the organization answered 'Yes'to Form 990, Part IV, line 14b.

1 For grantmakers . Does the organization maintain records to substantiate the amount of the grants or assistance, thegrantees' eligibility for the grants or assistance, and the selection criteria used to award the grants or assistance? XN Yes No

2 For grantmakers . Describe in Part V the organization's procedures for monitoring the use of grant funds outside the United States

v A,.F,-r,oe .,or Pon,nr, rrho fnllnwinn Part I Imp 3 fahla ran he riunliraterl if nriddinnal snare is needed.)

(a) Region (b) Number ofoffices in the

region

(c) Numberof employees,agents, andindependentcontractorsin region

(d) Activities conducted inregion (by type) (e g ,fundraising, programservices, investments,grants to recipientslocated in the region)

(e) If activity listed in(d) is a programservice, describespecific type of

service(s) in region

(f) Totalexpenditures forand investments

in region

North America(1) (Canada and

Mexico)

(2)

Grantmaking N/A 8,900.

(3)

(4)

(5)

(8)

(9)

(10)

( 11)

(12)

(13)

(14)

(15)

( 16)

(17)

3a Sub-total 8, 900 .

b Total from continuationsheets to Part I

.

c Totals (add lines 3a and 3b) 0 0 8,900.

BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule F (Form 990) 2010

TEFA3501L 10/27/10

Schedule F (Form 990) 2010 Threshold Foundation 13-3028214 Page 2

Part II Grants and Other Assistance to Organizations or Entities Outside the United States . Complete if the organization answered 'Yes' toForm 990, Part IV, line 15, for any recipient who received more than $5,000. Check this box if no one recipient received more than $5,000Part II can be duplicated if additional space is needed.

(a) Name of organization (b) IRS codesection and EIN

(if applicable)

(c) Region(d) Purpose

of grant(e) Amount ofcash grant

(f) Mannerof cash

disbursement

(g) Amount ofnon-cashassistance

(h) Description ofnon-cashassistance

(i) Methodof valuation(book, FMV,

appraisal, other)

1NorthAmerica

LegalSu 8,900.

Check N/A N/A

6}

(8?

(9}

11

13

4

(1 5)

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

3 Enter total number of other organizations or entities 111. 0

BAA Schedule F (Form 990) 2010

TEEA3502L 10/27/10

Schedule F (Form 990) 2010 Threshold Foundation 13-3028214 Page 3

Par} III Grants and Other Assistance to Individuals Outside the United States . Complete if the organization answered 'Yes' to Form 990,Part IV. line 16. Part III can be duolicated if additional space is needed.

(a) Type of grant or assistance (b) Region (c) Numberof recipients

(d) Amount ofcash grant

(e) Mannerof cash

disbursement

(f) Amount ofnon-cash assistance

(g) Description ofnon-cash assistance

(h) Methodof valuation(book, FMV,

appraisal, other)

1)

(2)

(3)

(4)

(5)

8)

(9)

(10)

(11)

(12)

(13)

(14)

(15)

(16)

(17)

(18)

BAA Schedule F (Form 990) 2010

TEEA3503L 10/27/10

Schedule F (Form 990) 2010 Threshold Foundation 13-3028214 Pa g e 4

Part IV Foreign Forms

1 Was the organization a U S. transferor of property to a foreign corporation during the tax year ? If 'Yes,' theorganization may be required to file Form 926, Return by a U S Transferor of Property to a ForeignCorporation (see instructions for Form 926) 11 Yes X No

2 Did the organization have an interest in a foreign trust during the tax year? If 'Yes ,' the organization may berequired to file Form 3520, Annual Return To Report Transactions with Foreign Trusts and Receipt of CertainForeign Gifts , and/or Form 3520-A Annual Information Return of Foreign Trust With a U. S. Owner (seeinstructions for Forms 3520 and 3520-A) Yes X^ No

3 Did the organization have an ownership interest in a foreign corporation during the tax year ' If 'Yes,' theorganization may be required to file Form 5471 , Information Return of U S Persons with respect to CertainForeign Corporations . (see instructions for Form 5471) Yes No

4 Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualifiedelecting fund during the tax year? If 'Yes ,' the organization may be required to file Form 8621, Return by aShareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see instructions forForm 8621) 1-1 Yes No

5 Did the organization have an ownership interest in a foreign partnership during the tax year? If 'Yes,' theorganization may be required to file Form 8865, Return of U.S. Persons with respect to Certain ForeignPartnerships . (see instructions for Form 8865) 1-1 Yes X No

6 Did the organization have any operations in or related to any boycotting countries during the tax year?If 'Yes,' the organization may be required to file Form 5713, International Boycott Report (see instructionsfor Form 5713) Yes No

BAA TEEA3505L 10127/10 Schedule F (Form 990) 2010

Schedule F (Form 990) 2010 Threshold Foundation 13-3028214 Pag e 5

Part V Supplemental InformationComplete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line3, column (f) (accounting method); Part II, line 1 (accounting method); Part III (accounting method); andPart III, column c) (estimated number of recipients), as applicable. Also complete t his part to provideany additional in ormation (see instructions).

-- P i,line2 rantmakerSF.xpJanatiar.LEorSSrants_QutsidellSL ---------------------------

---Thorough due diligence-is conducted-in-advance-of funding to determine, whether -a

- - group will_be an appropriate grantee ._ We require yrou_ps to_provide_groof of tax_ _ _ _ _ _

- --status-and/or reaistration_documents and their-organizational documents. All --- --- --

- --international grants are restricted to_a clearlk charitable purpose and must be used

exclusively for activities conducted outside of the U.S. All grantees receive a _ _ _ _ _ -

written grant agreement L and by accepting pa nnea the grantee agrees to the _ _ _ _ _ _ _ _ -

conditions of the award, which_groyides assurance that funds will not be used for any -

_prohibited_-urpose_____________________________ -----------------------

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BAA TEEA3504L 10/27/10 Schedule F (Form 990) 2010

SCHEDULE 1 Grants and Other Assistance to OrganizationsOMB No 1545 0047

(Form 990),

Governments and Individuals in the United States 2010

Complete if the organization answered 'Yes,' to Form 990 , Part IV, lines 21 or 22. Open to publicDepartment of the TreasuryInternal Revenue Service ► Attatch to Form 990. Inspection

Name of the organization Employer identification number

ThrcchnI A Fniinriti nn 13-3028214

on on Grants and Assistance

1 Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, andthe selection criteria used to award the grants or assistance? X Yes n No

2 Describe in Part IV the organization's procedures for monitorin g the use of g rant funds in the United States See Part IV

Part II Grants and Other Assistance to Governments and Organizations in the United States . Complete if the organization answered 'Yes' to

Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000.Part II ran ha rll inllrntarl if nr1rlitinnni snare is neerierl ► n

1 (a) Name and address of organizationor government

(b) EIN (c) section()if applicable

(d) Amount of cash grant (e ) Amount of non cashassistance

(0 Method of valuation(book , FMV, app raisal,pp

other)

(g) Description ofnon

cashash assistance

(h) Purpose of grantor assistance

(1) See Attached-Statement -

--------------------ee Stmt ee Stmt , 258, 495. . /A /A

See AttachedStatement

s2)------------------

--------------------

53)------------------

--------------------

s4)------------------

--------------------

R)------------------

--------------------

( ------------------

--------------------

-01

---------------------------------------

2 Enter total number of section 501 (c)(3) and government organizations ► 0

3 Enter total number of other organizations ► 1

BAA For Paperwork Reduction Act Notice , see the Instructions for Form 990 . TEEA3901L 10/29/10 Schedule I (Form 990) 2010

2010 Threshold Foundation

PART II - GRANTS TO ORGANIZATIONS & GOVERNMENTS WITHIN THE US

ISky Acton Fund

Air Traffic Control Education Fund

Airline Ambassadors Internabona

Alliance for Sustainable Colorado

Appalachian Center for the Economy and the

Environment

Biosphere Foundation

Black Box Voting

Blocks Together

Blue Planet Run Foundation

Occidental Arts and Ecology Center l California

Climate and Agriculture Network

City Slicker Farms

Clean Power Now

CokrOfChangs org

Columbus Institute for Contemporary Journals,

Community Conlerencmg Center

Community Environmental Legal Defense Fund

Containers to Clinics

Tiles Center I CorpWatch

Earth Economics

Earthworks

International Humanities Center / Election

Transparency Coalition

Equality Federation

Exeb Youth

Families and Friends of Louisiana s Incarcerate[

Children

VerioedVabng org I Florida Voters Coalition

Friends of the Earth Action

Global Family Village

Social and Environmental Entrepreneurs / Green

Science Policy Institute

Suite 1000 501(c))4) Social Welfare

Takoma Park MD 20912 28-1181604 Organization

1475 15th Street

San Francisco CA 94103 72.1600331 501(c)(3) Public Charity

418 California Avenue

PO Box 459

Moss Beech CA 94038 75-2679444 501(c)(3) Public Chanty1536 Wynkoop Street 4a

Denver CO 80202 42-1622670 501(c))3) Public Chanty

PO Box 507

Lewisburg WV 24901 55-0781483 501)c)(3) Public Chanty

PO Box 808Big Pine CA 93513 86-0686472 501)c)(3) Public Chanty

330 SW 43rd Street Suite K

PMB 547

Renton WA 98055 20-1242136 501(c)(3) Public Chanty

3453 W North Avenue

Chicago IL 60647 36-3983087 501(c)(3) Public Chanty

P O Box 3059Redwood City CA 94064-3059 74-3050022 50t(o)(3) Public Chanty

15290 Coleman Valley Road

Occdental CA 95465 68-0359676 501(c)(3) Public Chanty

1625 16th Street

Oakland CA 64607 26-2216561 501(c)(3) Public Chanty

P O Be. 2717

Hyannis MA 02601 51-0451849 S0I(c)(3) Public Chanty

2150 Allston Way

Sude 360 501(c)(4) Social Welfare

Berkeley, CA 94704 20-4486889 Organization

1021 E Broad Street

Columbus OH 43205 31-1176151 501(c53) Public Chanty

2300 N Charles Street

Second Floor

Baltimore MD 21216 52-2337316 501(c)(3) Public Chanty

P O Box 2016

Chembetnburg PA 17201 25-1760934 501(c)(3) Public Chanty

P O Box 446

Dover MA 02030 26.4369180 501(c)(31 Public Charity

The Placebo

PO Box 29907

Son Francisco CA 94129-0903 944213100 5011c03) Public Chanty1121 Tacoma Avenue Soutt

Tacoma WA 98402 20.1843411 501(c)(3) Public Chanty

1612 K Street NW

Suite 808Washington DC 20006 52.1557765 501(c)(3) Public Chanty

860 Via it. m Paz

Suite 8-1Pacific Palisades CA 90272 33-0767921 501(c%3) Public Chanty

2069A Mission Street 501(c)(4) Social Welfare

Son Francisco CA 94110 81-0670152 Organization

150 Court Street

Second Floor

Brooklyn NY 11201 205540955 501(c)(3) Public Chanty

1600 Oretha C Haley Blvd

New Orleans LA 70113 205924561 501(c)(3) Public Chanty

PO Box 4104 501)c)(4) Social Welfare

Carlsbad CA 92018 20-0665713 Organization

1100 15th Street NW

Eleventh Floor 501(e)(4) Social Welfare

Washington DC 20005 13-2644641 Organization

22 Son Carlos Avenue

EI Ceneo CA 94530 20-8602906 601(053) Public Chanty

22231 Mulholland Highwal

Sude 209Calabasas CA 91302 95-4116679 501(c)(3) Public Charity

18 480 00 This grant is for your organization's Field Organizing and Hill Advocacy fora Clean Energy Future project

30 777 00 This grant is for your organizations Collaborating with Musicians Project

This grant is for your organization to support the rebuilding of the Cambodia World Family - Kiting Kai,

11,300 00 School

30,480 00 This grant a for your orgenaabon a general support

35 480 00 This litanies for your organ¢ebon s general support.

30 480 00 This grant is for Planetary Coral Reef Foundations Indonesian Conservation Protect

13-3028214

26 080 00 This grant u for your organ ization s Tipping Point Project

16,375 00 This grant is for your organization 's Graduate Don' t Incarcerate Campagn

12,050 00 This grant is for your organ iz ation's general support.

This grant is for California Climate and Agriculture NetworEs lobbying to mandate the use of a portion of

AB32 funds for an agricultural response to climate change Of the full amount of th is gran, up to 55 00000

25 480 00 may be used for grassroots lobbying and up to 520 480 00 may be used for direct lobbying

18 480 00 This grant is for your organiz ation's general support

6000 00 This grant is for your organization s general support.

60,000 00 This is a two year grant for your organiz ation a Deepening Engagement project

35 080 00 This grant is for your organization s charitable actrvnes related to the Election Protection Protect.

30 000 00 This grant is for your organization s general support

38 480 00 Thn grant is for your organization's Community Water Pm)ect

This grant is support for operations utilities and health education for community members at y.-

769000 organization's site in Pon-au-Ponce

This grant is for CorpWatch s project to track the corporate flow of Canadian tar sands od, in collaboration

38 480 00 with the Borealis Centre for Environment and Trade Research

27 980 00 This grant e; for your organizations Valuing Ecuador's Intag Region project-

3748000 This grant is for your organisations Oil and Gas Accountability Project,

23 080 00 This grant is for Election Transparency Coalition's lawsuit to haft the use of s.dwaretiased voting

This grant is for your organizations Building Stronger and More Eflectrue Statewide LGBT Organeabor

30 000 00 project

30 000 00 The grant is for your organization's general support.

25 000 00 This grant is for your organizations general support.

11 650 00 This grant is for Florida Voters Coalition's project Securing Florida's Elections

32 480 00 This grant is for your organization's lobbying far strong federal climate policy

This grant is for your organizations InfantiToddler and Eldercare program and Caregiver Training program

9 575 00 Bungaman Nepal

10 350 00 This grant is for Green Science Policy Institute's Sate Kids Campaign

Schedule 1, Part II

Grants and other assistance to governments and organizations in the United States

2010 Threshold Foundation

PART II -GRANTS TO ORGANIZATIONS & GOVERNMENTS WITHIN THE US

13-3028214

Suite 3

Insight Pnson Project San Rafael CA 94901 94-0370665 501)c)(3) Public Chanty 30 000 00 This grant n for your organaabon's Insight Out Program

P O Box 897

Klamath R-rkeeper Ashland OR 97520 06-1824792 501(c)(3) Public Chanty 7 250 00 This grant n for your urgznaabon 6 general support

P O Box 61457Kure Atoll Conservancy Honolulu HI 96839 26-4011181 501(c)(3) Public Chanty 10 350 00 This grant is for your organization to purchase supplies for the venter held camp

1536 Wynkoop Street

Suite 4B

Latina Initiative Denver CO 80202 20-3097667 501(c)(3) Public Charity 16 375 00 This grant is for your orgen¢ebon s general support.

2121 CloverSeld Bouloverc

Suite 113

Liberty Hill Foundation Santa Monica, CA 90404 51-0181191 501(c)(3) Public Chanty 126 013 00 This grant is for your organizations Queer Youth Fund

23852 Pacific Coast Highway

#762Low Serve Remember Foundation Malibu, CA 90265 80-0308502 551)c))3) Public Chanty 13 200 00 This grant a for your organaabona Ram Doss Sustainable Teaching Project

33 North Central Avenue

Suite 219

Mediation Works Medford OR 97501 93-1040395 501Ic1(3) Public Chanty 38 000 00 The n a two year grant for your organaauun s Restorewe Justice Programs

4173 MacArthur Blvd

Suite 1

Oakland Food Connacbon Oakland CA 94619 20-3984263 501(c)(3) Public Chanty 13 050 00 This grant is for your arganaabon's general support

HCI Box I

Ozark Botanical Garden Inc Brney, MO 65618 45-0466958 501(c)(3) Public Chanty 12 650 00 The grant is for your organ¢abon s Seed Solution to Hunger program

2000 P Street NW

Suite240

Public Employees for Environmental Resp onsibility Washington DC 20036 93-1102740 501(0)(3) Public Charity 25 480 00 This grant is for your organaebon s protect Coors Achilles Heal Combustion Waste

PO Box 1324

Satyana Institute Freeland WA 98249 84-1228956 501(c53) Public Chanty 8 400 00 This grant a for your organization's Gander Reconciliation Inmalum

4 Library Court SESave Arnanca's Forests Fund Washington DC 20003 52-1770554 501(c53) Public Charity 30 480 00 This grant as for your organization's general support

119 West 24th Street

7th FloorStonewall Community Foundation New York NY 10011 13-3550688 501(c)(3) Public Chanty 6 600 00 This grant n for your organaabon s Queer Wellness Fund

645 Terna5tan Drive

6uee A

Sunrise Center Cone Madera CA 94925 94-2312640 501(c53) Public Charity 17 100 OD This grant is for the Grace Institute for Democracy and Electron Integrays Election Transparency Award

The Preudn

PO Box 29803Tides Foundation San Francisco, CA 94129-0903 51-0198509 501(c)(3) Public Charity 13 250 00 This grant is general support for your organaabon's Relief and Reconstruction fund for relief efforts in Haiti

1400 16th Street NW

National Institute for Science Low and Public Policy Suite 101

1 Transperbsan Center Washington DC 20036 52-1314021 501(cx3) Public Charity 6 800 00 This grant a for Transparbsen Centers Salon series

1404 Cerro Gordo Road This grant rs to support medical supplies and aansport000n costs for your organization a Nomad Clint

Upaya Zen Center Santa F. NM 87501 85-0402649 501(cX3) Public Chanty 13 450 00 project in Hunch Nepal and to support Nepal Trust's work.

1015 Merlin Luther King We( This grant is for UpFront Programs Of the full amount of the grant $10 000 00 rs for as capacity butdrnl

Harm Reduction Therapy Center I UPFron t Programs Oakland CA 94607 94-3363781 501(cy3) Public Charity 25 000 00 and $15 000 00 is for as general support

PO Box 9576 501(c)(4) Social Welfare

Velvet Revolution Washington DC 20016 20-1935517 Organization 43 060 00 This grant n for your organaabon's Protect Our Electrons Campaign

PO Box 4104 This grant n for your organaabon's joint project with Common Cause Education Fund and Voter Actwn I

Verified Voting Foundation Carlsbad CA 92018 20-0765743 501(c53) Public Chanty 39 080 00 challenge Internet voting

PO Box 1597 501(cS3) Prnxte Non

Visionary Art, and Media Apt.. CA 95001-1597 56-2471134 Operating Fdn 8 500 00 This grant u for your organuaaon s Youth Empoweraq Youth program

202 Spring Street

Marion Institute I Welcome Home Project Marron MA 02738 04-3206583 501(c)(3) Public Charity 12 400 00 This grant u for Welcome Home Pro(ecrs Voices of Vets film

151 West 25th Street

Sue. 12F

Wonrna Media Center New York NY 10001 38-3727585 501(cx3) Public Chanty 10 450 00 Thu grant is for your organaebon s Progressne Women. Voices program

1500 Los Gatos Drive

YMCA of Mann San Rafael CA 94903 94-0997140 501(cy3) Public Chanty 11 150 00 This grants for the YMCA of Merin a Mann County Youth Court

240 Harkleroad Avenue This grant a for your organ¢abon's World Youth Leadership Jam in collaborabon with Conscm

Youth for Environmental Sanity Santo Cna CA 95062 77-0467495 501(c)(3) Public Chanty 8 600 00 Cotaborabons

Total 1,258.49 5 00

Schedule 1, Part II

Grants and other assistance to governments and organizations In the United States

Schedule I (Form 990) 2010 Threshold Foundation 13-3028214 Page 2

Part III Grants and Other Assistance to Individuals in the United States . Complete if the organization answered 'Yes' to Form 990, Part IV, line 22.Part III can be duplicated if additional space is needed.

(a) Type of grant or assistance (b) Number ofrecipients

(c) Amount ofcash grant

(d) Amount ofnon cash assistance

(e) Method of valuation (book,FMV, appraisal, other)

(f) Description of non cash assistance

2

3

4

5

6

7

Part IV I Supplemental Information . Complete this part to provide the information required in Part I, line 2, and any other additional information.

_ _ Part I, Line 2_ Procedures for Monitoring Use of Grants Funds in U.S_ ---------------------------------------------

_ _ Thorough due diligence-is conducted-in-advance-of funding to determine_the_aroup ' s_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

- - tax status_and_whether_the_group is appropriate -from a_mission_perspective_ All _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

___grantees receive a_written_grant agreement_which indicates_whether_lobbying is_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

_ _ permissible and by_accepting payment,- the grantee agrees to the conditions of the --------------------------

_ _ award1 -which provide assurance that funds will not be used forany_prohibited------------------------------------

- _-Rurpose_ ---------------------------------------------------------------------------------

_ _ _If_a grant is restricted to a particular non-lobbying purpose, -organizations further - - - - - - - - - - - - - - - - - - - - - - - -

_ _ agree that_ (i) _any_portion_of the grant not used for the stated purpose must be---------------------------------

repaid, (ii) not to use any portion of the grant carry on propaganda or to attempt toBAA Schedule I (Form 990) 2010

TEEA3902L 10/29/10

V 2010 Schedule I, Part IV - Supplemental Information Page 3

Threshold Foundation 13-3028214

Part I, Line 2 - Procedures for Monitoring Use of Grants Funds in U.S. (continued)

influence specific legislation either by direct or grassroots lobbying.

Part IV - Additional Supplemental Information

Based on a risk assessment, we may require a progress report for certain grants nine

months after the grant award. We ask the grantee to submit a two page narrative

describing the use of the funds and activities undertaken as a result of the grant

(including lobbying activities, if permitted), along with a financial report.

SCHEDULE M Noncash Contributions(Form 990)

► Complete if the organizations answered 'Yes'

on Form 990, Part IV, lines 29 or 30.Department of the TreasuryInternal Revenue Service ► Attach to Form 990.

OMB No 1545 0047

1 2010Open To, Pub.lic

Name of the organization Employer identrbcation number

Threshold Foundation 13-3028214

[ Part f Tvoes of Proaerty(a)

Check Ifapplicable

(b)

Number ofcontributions oritems contributed

(c)

Noncash contributionamounts reported on

Form 990,Part VIII, line 1g

(d)

Method of determiningnoncash contribution amounts

1 Art-Works of art

2 Art-Historical treasures

3 Art-Fractional interests.

4 Books and publications

5 Clothing and household goods

6 Cars and other vehicles

7 Boats and planes

8 Intellectual property

9 Securities-Publicly traded X 16 81 , 739. FMV10 Securities-Closely held stock

11 Securities-Partnership, LLC, or trust interests

12 Securities-Miscellaneous

13 Qualified conservation contribution-Historic structures

14 Qualified conservation contribution-Other

15 Real estate-Residential

16 Real estate-Commercial

17 Real estate-Other

18 Collectibles

19 Food inventory

20 Drugs and medical supplies

21 Taxidermy

22 Historical artifacts

23 Scientific specimens

24 Archeological artifacts

25 Other ► ( )----------------

26 Other ► ( )----------------

27 Other ► ( )----------------

28 Other ►

29 Number of Forms 8283 received by the organization during the tax year for contributions for which theorganization completed Form 8283, Part IV, Donee Acknowledgement 29

Yes No

30a During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it musthold for at least three years from the date of the initial contribution, and which is not required to be used for exemptpurposes for the entire holding period? 30a X

b If 'Yes,' describe the arrangement in Part II

31 Does the organization have a gift acceptance policy that requires the review of any non-standard contributions? 31 X

32a Does the organization hire or use third parties or related organizations to solicit, process, or sellnoncash contnbutlons7 32a X

b If 'Yes,' describe in Part II.

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

describe in Part II.

BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule M (Form 990) 2010

TEEA4601L 12/29/10

' Schedule M (Form 990) 2010 Threshold Foundation 13-3028214 Pa g e 2

Part 11 1 Supplemental Information . Complete this part to provide the information required by Part I, lines 30b, 32b,and 33. Also complete this part for any additional information.

BAA TEEA4602L 10/26/10 Schedule M (Form 990) 2010

-SCHEDULE 0 Supplemental Information to Form 990 or 990-EZ(Form 990 or 990-EZ)

Complete to provide information for responses to specific questions onForm 990 or 990-EZ or to provide any additional information.

Department of the Treasury ► Attach to Form 990 or 990-EZ.Internal Revenue Service

0MB No 1545 0047

20 1 0Open to blic

Inspectk

Name of the organization Employer identification number

Threshold Foundation 13-3028214

-- Form 990, Part III , Line 1_ Organization Mission___________________________

_ _ Asa progressive foundation and a community of_individuals_united through wealth _ _ _ _ _

_ - Threshold atterpts_ _ _ _ - - _ _ _ -------------------------------------------

_ to be -a powerful_and_v_isible_model of conscious1 _effective philanthropes _ _ _ _ _ _ _ _ _ _

to create fertile training grounds that support the full-and-authentic expression _ _ _

__ of_Qassions and ourQose________________ --------------------------------

_ to be -a dynamic forum for learning about_ social issues and the people working to_ _ _ _

__ address -them -- - - - - - - - ------------------------------------------------

_ to cultivate-and-continually-renew the heart-and-soul of-our-community ... .... ... _

to be a vibrant _growing_and_diverse_multi generational membership organization _ _ _ _

--------------------------------------------------------------------

to transform-wealth into-an instrument of change____________________________

Form 990, Part VILLine 11 b =Form 990 Review Process -----------------------

_ _ The Form 990 is reviewed by members of-the-audit committee,-as-well-as-as the Board---------------

- - President,-Foundation Manager and Finance staff - - - - - - - - - - - - - - - - - - - - - - - -

- - Form 990 , Part VI , Line 12c - Explanation of Monitoring and Enforcement of Conflicts

Directors sign a conflict of interest policy disclosure statement annually.--------------------------------------------------------------------

Form 990, Part VI , Line 19 - Other Organization Documents Publicly Available--------------------------------------------------------------------

Guidestar's website and available upon request.------------------------------------------------------------------

BAA For Paperwork Reduction Act Notice , see the Instructions for Form 990 or 990 -EZ TEEA4901 L 10/26110 Schedule 0 (Form 990 or 990-EZ) 2010

to 2010 Schedule 0 - Supplemental Information

Threshold Foundation

Form 990, Part XI, Line 5Other Changes in Net Assets or Fund Balances

Net Unrealized Gains or Losses on Investments

Page 21

13-30282141

$ 112,062.Total $ 112,062.

Form 8868 Application for Extension of Time To File an

(Rev January 2011)Exempt Organization Return OMB No 1545 1709

Department of the Treasury01 File a separate application for each return.Inte

rnalrnal Reve n ue Servicece

• If you are filing for an Automatic 3-Month Extension , complete only Part I and check this box ► u

• If you are filing for an Additional (Not Automatic) 3-Month Extension , complete only Part II (on page 2 of this form).

Do not complete Part /l unless you have already been granted an automatic 3-month extension on a previously filed Form 8868

Electronic filing (e-fi/e). You can electronically file Form 8868 if you need a 3-month automatic extension of time to file (6 months for acorporation required to file Form 990-T), or an additional (not automatic) 3-month extension of time. You can electronically file Form 8868 to

request an extension of time to file any of the forms listed in Part I or Part II with the exception of Form 8870, Information Return for Transfers

Associated With Certain Personal Benefit Contracts, which must be sent to the IRS in paper format (see instructions). For more details on theelectronic filing of this form, visit www.lrs.gov/e file and click on e-file for Charities & Nonprofits

Part 1I Automatic 3-Month Extension of Time . Only submit original (no copies needed).

A corporation required to file Form 990-T and requesting an automatic 6-month extension - check this box and complete Part I only ►

All other corporations (including 1120-C filers), partnerships, REMICS, and trusts must use Form 7004 to request an extension of time to fileincome tax returns.

Name of exempt organization Employer identification number

Type orprint

File by thedue date forfiling yourreturn Seeinstructions

Threshold Foundation 1 13-3028214Number , street , and room or suite number If a P 0 box , see instructions ^^^

PO Box 2990 3 /( it F5)WCity, town or post office, state, and ZIP code For a foreign address, see instructions

San Francisco, CA 94129-0903

Enter the Return code for the return that this application is for (file a separate application for each return) O1

ApplicationIs For

ReturnCode

ApplicationIs For

ReturnCode

Form 990 01 Form 990-T (cor poration) 07

Form 990-BL 02 Form 1041-A 08

Form 990-EZ 03 Form 4720 09

Form 990-PF 04 Form 5227 10

Form 990-T (section 401(a or 408(a ) trust) 05 Form 6069 11

Form 990-T (trust other than above ) 06 Form 8870 12

• The books are in the care of ► Tides_ Foundation (Joyce Tanc1) _ _ _ _ _ _ _ _ _ _ _ _ _ _

Telephone No ► 415-561-7819 _______ FAX No.

• If the organization does not have an office or place of business in the United States , check this box ►

• If this is for a Group Return , enter the organization ' s four digit Group Exemption Number (GEN) . If this is for the whole group,

check this box ► [ If it is for part of the group, check this box ► [ and attach a list with the names and EINs of all members

the extension is for.

1 I request an automatic 3-month (6 months for a corporation required to file Form 990 -T) extension of time

until - 8/1 5 - - , 20 1 1 _ , to file the exempt organization return for the organization named above.

The extension is for the organization ' s return for

► XB calendar year 20 10 or

► tax year beg inning , 20 and ending 20

2 If the tax year entered in line 1 is for less than 12 months , check reason . El Initial return [Final return

[Change in accounting period

3a If this application is for Form 990 - BL, 990-PF, 990 -T, 4720 , or 6069, enter the tentative tax , less anynonrefundable credits See instructions

b If this application is for Form 990-PF, 990-T, 4720, or 6069 , enter any refundable credits and estimated taxpayments made Include any prior year overpayment allowed as a credit

c Balance due . Subtract line 3b from line 3a Include your payment with this form, if required, by usingEFTPS (Electronic Federal Tax Payment System). See instructions

$ 0.

$ 0.

$ 0.

Caution . If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EO and Form 8879-EO forpayment instructions

BAA For Paperwork Reduction Act Notice , see Instructions . Form 8868 (Rev 1-2011)

FIFZ0501L 11/15/10

Form 8868 (Rev 1-2011 Pa e 2

• If you are filing for an Additional (Not Automatic) 3-Month Extension , complete only Part 11 and check this box X

Note . Only complete Part II if you have already been granted an automatic 3-month extension on a previously filed Form 8868

• If you are filin g for an Automatic 3-Month Extension , com p lete only Part I (on pag e 1 ) .

-Pa`rt'.11 Additional (Not Automatic) 3-Month Extension of Time. Only file the oriciinal (no copies needed)Name of exempt organization I Employer Identification number

Type orprint Threshold Foundation 113-3028214

Fde by theextendeddue date forfiling thereturn See,nstruc tons

Number , street , and room or suite number It a P 0 box, see instructions

PO Box 29903City, town or post office . state and ZIP code For a foreign address , see instructions

San Francisco, CA 94129-0903

Enter the Return code for the return that this application is for (file a separate application for each return) O1

A plicationIspFor

ReturnCode

APplicationIsFor

ReturnCode

Form 990 01 ^^''.t}r

Form 990-BL 02 Form 1041-A 08

Form 990-EZ 03 Form 4720 09

Form 990-PF 04 Form 5227 10

Form 990-T (section 401 a or 408 (a ) trust ) 05

J

Form 6069 11

Form 990-T (trust other than above ) 06 Form 8870 12

STOP ! Do not complete Part II if you were not already granted an automatic 3-month extension on a previously filed Form 8868.

• The books are in care of ' Jo ce Tan

Telephone No ► 415-561-6400 FAX No

• If the organization does not have an office or place of business in the United States , check this box

• If this is for a Group Return , enter the organization ' s four digit Group Exemption Number (GEN) If this is for the

whole group, check this box r] If it is for part of the group , check this box q and attach a list with the names and EINs of all

members the extension is for

4 I request an additional 3-month extension of time until 11/15_---_ , 20 11

5 For calendar year 2010 , or other tax year beginning - - - - - - - - , 20 and ending 20

6 If the tax year entered in line 5 is for less than 12 months , check reason 0 Initial return [7Flnal return

LI Change in accounting period

7 State in detail why you need the extension The Organization recruires- additional time to gather the _------ ------- --------------information necessary-to file- a complete and accurate return.--------------- -------------------------------

8a If this application is for Form 990-BL , 990-PF, 990-T, 4720, or 6069 , enter the tentative tax, less anynonrefundable credits See Instructions I 8a1$

b If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated tax ":_payments made Include any prior year overpayment allowed as a credit and any amount paid previouslywith Form 8868 8b $

c Balance due. Subtract line 8b from line 8a Include your payment with this form , if required , by usingEFTPS (Electronic Federal Tax Payment System) See

instructionsSc $

Signature and VerificationUnder penalties of perjury, I declare that I have examined this form , including accompanying schedules and statements , and to the best of my knowledge and belief, it is true.correct and complete, and that I am authorrz o prepare this form

Signature "' C. i Vf -€_ tie - 6^A Date • I ^^ 1 ' f

BAA ffJ FIFZ0502L 11n5n0 Form 8868 (Rev 1.2011)

copy