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Iefile GRAPHIC print - DO NOT PROCESS | As Filed Data - | DLN:93491319012062I OMB No 1545-0052 Return of Private Foundation Form990-PF or Section 4947(a)(1) Nonexempt Charitable Trust “E Treated as a Private Foundation 2011 Note. The foundation may be able to use a copy of this return to satisfy state reporting reqUIrements Department of the Treasury Internal Revenue SerVIce

For calendar year 2011, or tax year beginning 01-01-2011 , and ending 12-31-2011

G Check all that apply |_Initia| return |_Initia| return ofa former public charity |_Fina| return |_A mended return |_Address change |_Name change Name of foundation A Employer identiﬁcation number Casey Family Programs 91—0793881 % CASEY FAMILY PROGRAMS Number and street (or P 0 box number if mail is not delivered to street address) Room/sum B Telephone number (see page 10 of the instructions) 2001 Eighth Ave SUIte 2700 (206) 282—7300

City or town, state, and ZIP code C If exemption application is pending, check here I. |— Seattle' WA 981212641 D 1. Foreign organizations, check here I—

H Check type of organization FSection 501(c)(3) exempt private foundation 2. Foreign organizations meeting the 85% test, p '— |_Section 4947(a)(1) nonexempt charitable trust |_Other taxable private foundation Cheek here and attaCh compmat'on V E If private foundation status was terminated IFair market value ofall assets at end JAccountIng method |— Cash '— Accrual undersectlon 507(b)(1)(ALCheck here h |— of year (from Part II, col. (c), |_ Other (speCIfy) [me 16).,$ 1 963 379 949 F If the foundation is in a 60—month termination (Part I, column (0') must be on cash baSIs.) under section 507(b)(1)(B), check here P '— m Analysis of Revenue and Expenses (The (a) Revenue and (d) Disbursements total of amounts In columns (b), (c), and (d) may not expenses per (b) NEt "IVEStment (C) AdJUStEd “8t fOF Charltable necessarily equal the amounts In column (a) (see page 11 of books INCOme Income purposes the Instructions) ) (cash ba5is only) 1 Contributions, gifts, grants, etc , received (attach schedule) 3,228,549 2 Check It |— if the foundation is not reqUIred to attach Sch B 3 Interest on savmgs and temporary cash investments 1,203 1,203 1,203 4 DiVidends and interest from securities. 31,044,914 39,337,820 39,337,820 5a Gross rents b Net rental income or(|oss) ,1, 6a Net gain or(|oss)from sale ofassets not on line 10 15,859,302

g b Gross sales price for all assets on line 6a 1,527,997,815 E Capital gain net income (from Part IV, line 2) 48,934,766 '1' 8 Net short-term capital gain 6,388,491 9 Income modifications 60,513 10a Gross sales less returns and allowances b Less Cost ofgoods sold c Gross profit or (loss) (attach schedule) 11 Other income (attach schedule) '5 3,027,670 273,898 —463,098 12 Total. Add lines 1 through 11 53,161,638 88,547,687 45,324,929 13 Compensation of officers, directors, trustees, etc 1,716,597 150,322 150,322 1,566,275 14 Other employee salar|es and wages 39,583,824 2,594,802 2,594,802 36,399,981 § 15 Pen5ion plans, employee benefits 12,520,163 364,047 364,047 12,247,859 E 16a Legal fees (attach schedule). '5 518,554 173,950 173,950 344,604 I: b Accounting fees (attach schedule). '5 222,701 33,804 33,804 188,897 :11 c Other professmnal fees (attach schedule) '5 8,501,416 6,656,058 6,656,058 1,823,781 '3 17 Interest 51" 18 Taxes (attach schedule) (see page 14 of the instructions) E 25,015 387,298 387,298 21,713 g 19 DepreCIation (attach schedule) and depletion E 2,892,204 g 20 O ccupancy 4,056,555 189,994 189,994 1,765,327 : 21 Travel, conferences, and meetings . 4,211,332 43,316 43,316 3,827,011 g 22 Printing and publications 382,453 382,453 E 23 Other expenses (attach schedule) . '5 41,293,688 8,948,680 8,948,680 43,150,289 E 24 Total operating and administrative expenses. 3 Add lines 13 through 23 115,925,502 19,542,271 19,542,271 101,718,190 D 25 Contributions, gifts, grants paid . 1,637,828 1,836,328 26 Total expenss and disbursements. Add lines 24 and 25 117,553,330 19,542,271 19,542,271 103,554,518 27 Subtract line 26 from line 12 a Excess of revenue over expenses and disbursements -64,401,692 b Net investment income (if negative, enter -O-) 69,005,416 c Adjusted net income (if negative, enter -O-) 25,782,658 For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions. Cat No 1 1 289x Form 990-PF (20 1 1) Form 990-PF(2011) Page2 m Balance sheets Attached schedules and amounts In the description column Beglnnlng of year End of year should be for end—of—year amounts only (See instructions ) (a) Book Va|ue (b) Book Value (c) Fair Market Value Cash—non-interest-bearing . 8,319,216 8,287,190 8,287,190 Savmgs and temporary cash Investments 101,371,879 65,112,025 65,153,869 Accounts receivable It Less allowance for doubtful accounts It 4 Pledges receivable It Less allowance for doubtful accounts It Grants receivable Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see page 15 ofthe instructions). 7 Other notes and loans receivable (attach schedule) It

m Less allowance for doubtful accounts It Iii-IE 8 Inventories for sale or use a“ 9 Prepaid expenses and deferred charges . 1,015,904 1,146,116 1,146,116 10a Investments—U S and state government obligations (attach schedule) 134,875,636 E 99,231,608 103,954,102 b Investments—corporate stock (attach schedule) . 1,137,217,215 E 1,016,504,797 1,039,736,589 c Investments—corporate bonds (attach schedule). 287,092,668 E 221,032,060 234,505,635 11 Investments—land, bUIIdlngS, and eqUIpment ba5is It Less accumulated depreCIation (attach schedule) It 12 Investments—mortgage loans 13 Investments—other (attach schedule) 286,707,639 E 481,004,998 476,322,021 14 Land, bUIIdlngS, and eqUIpment ba5is It 49,443,224 Less accumulated depreCIation (attach schedule) It M 35,657,921 E 34,155,289 30,648,269 15 Other assets (describe I" ) 3,850,055 E 3,525,158 '5 3,525,158 16 Total assets (to be completed by all filers—see the instructions Also, see page 1, item I) 1,996,118,133 1,930,100,241 1,963,379,949 17 Accounts payable and accrued expenses 20,028,786 17,131,215 18 Grants payable . 1,500 3 19 Deferred revenue g 20 Loans from officers, directors, trustees, and other disqualified persons g 21 Mortgages and other notes payable (attach schedule) 3 22 Other liabilities (describe I" ) 9,850,544 E 11,130,515

23 Total liabilities (add lines 17 through 22) 29,879,430 28,253,230 Foundations that follow SFAS 117, check here It '7 and complete lines 24 through 26 and lines 30 and 31. E 24 Unrestricted . 1,966,238,703 1,901,837,011 E 25 Temporarily restricted E 26 Permanently restricted E Foundations that do not follow SFAS 117, check here It '— E and complete lines 27 through 31. E 27 Capital stock, trust prinCIpal, or current funds . 3 28 Paid-in or capital surplus, or land, bldg , and eqUIpment fund E 29 Retained earnings, accumulated income, endowment, or otherfunds ‘3: 30 Total net assets or fund balances (see page 17 of the g instructions). 1,966,238,703 1,901,837,011 31 Total liabilities and net assets/fund balances (see page 17 of the instructions) 1,996,118,133 1,930,100,241 m Analysis of Changes in Net Assets or Fund Balances

1 Total net assets orfund balances at beginning ofyear—Part II, column (a), line 30 (must agree With end-of-yearfigure reported on prior year’s return) 1366238703 Enter amount from Part I, line 27a -64A01592 Other increases not included in line 2 (itemize) It Add lines 1, 2, and 3 1301837p11 Decreases not included in line 2 (itemize) It CiU'l-hWN Total net assets orfund balances at end ofyear (line 4 minus line 5)—Part II, column (b), line 30 . aim-kWNI-l 1301837p11 Form 990-PF (2011) Form 990-PF (2011) Page 3 Part IV Capital Gains and Losses for Tax on Investment Income (b) How achIred (a) List and describe the kind(s) of property sold (e g , real estate, (c) Date achIred (d) Date sold P—Purchase 2-story brick warehouse, or common stock, 200 shs MLC Co) D—Donation (mo , day, yr) (mo , day, yr) 1a See Additional Data Table

manu- (f) DepreCIation allowed (9) Cost or other ba5is (h) Gain or (loss) (e) Gross sales price (or allowable) plus expense ofsale (e) plus (f) minus (g) a See Additional Data Table b c d e Complete only for assets showmg gain in column (h) and owned by the foundation on 12/31/69 (|) Gains (CoI (h) gam mmus

(“FM V as°f12/31/69 “33521527513225 (E’VEﬁSFZS’TEZ'nl') C°' ‘kBs§§Z§?FrLenichlil)3°"°' a See Additional Data Table b c d e Ifgain, also enter in Part I, line 7 2 Capitalgain netincome or(net capitalloss) { If(|oss)lenter—0— Inpart11|me7 } 2 48,934,766

3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6)

Ifgain, also enter in Part I, line 8, column (c) (see pages 13 and 17 ofthe instructions) } If(loss),enter-0-inPartI,line8 3 6,388,491

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income)

Ifsection 4940(d)(2) applies, leave this part blank

Was the foundation liable forthe section 4942 tax on the distributable amount ofany year in the base period? I— Yes I— No If“Yes,” the foundation does not qualify under section 4940(e) Do not complete this part

1 Enterthe appropriate amount in each column for each year, see page 18 ofthe instructions before making any entries

(a) (d) Base penOd years calendar Adjusted qualigizig distributions Net value of nonc(l::a)ritable—use assets D'Str'bUtlon ram year (or tax year beginning in) (col (b) diVided by col (c)) 2010 2009 2008 2007 2006

2 Totalofline 1,column (d). 2 3 Average distribution ratio forthe 5-year base period—diVide the total on line 2 by 5, or by the number ofyears the foundation has been in eXIstence ifless than 5 years . . . 3

4 Enterthe net value ofnoncharitable-use assets for 2011 from Part X,|ine 5. 4

5 Multiply line 4 by line 3. 5

6 Enter 1% ofnetinvestmentincome (1% ofPartI,line 27b). 6

7 Add linesSand 6. 7

8 Enterqualifying distributions from Part XII,line 4. 8 Ifline 8 is equal to or greaterthan line 7, check the box in Part VI, line 1b, and complete that part usmg a 1% tax rate See the Part VI instructions on page 18 Form 990-PF (2011) Form 990-PF (201 1) Page4 m Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions) 1a Exempt operating foundations described in section 4940(d)(2), check here I” '7 and enter “WA” on line 1 Date of ruling or determination letter 1986-03-18 (attach copy of letter if necessary—see instructions) Domestic foundations that meet the section 4940(e) reqUIrements in Part V, check 1 N/A here P |_and enter 1% ofPart I, line 27b All other domestic foundations enter 2% of line 27b Exempt foreign organizations enter 4% of Part 1, line 12, col (b) Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only Others enter —0—) 2 Add linesl and 2. 3 o Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter —0—) 4 Tax based on investment income. Subtract line 4 from line 3 Ifzero or less, enter -0- . 5 o Credits/Payments 2011 estimated tax payments and 2010 overpayment credited to 2011 6a Exempt foreign organizations—tax Withheld at source . 6b Tax paid With application for exten5ion of time to file (Form 8868) (SC n_nu.maiU'l-hWNn Backup Withholding erroneously Withheld . 6d Totalcredits and payments Addlines 6a through 6d...... 7 0 Enter any penalty for underpayment ofestimated tax Check here '— if Form 2220 is attached 8 UQN Tax due. Ifthe total oflines 5 and 8 is more than line 7, enter amount owed ...... P 9 0 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid. . . F 10 11 Enter the amount of line 10 to be Credited to 2012 estimated tax It Refunded Ir 11 Statements Regarding Activities 1a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did Yes No it partICIpate or intervene in any political campaign? E 1a N0 Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of the instructions for definition)? 1b No If the answer IS “Yes ” to 1a or ID, attach a detailed description of the actiVities and copies of any materials published or distributed by the foundation in connection With the actiVities. Did the foundation file Form 1120-POL forthis year?. 1c No Enterthe amount (ifany) of tax on political expenditures (section 4955) imposed during the year (1) On the foundation F $ (2)0 n foundation managers It $ Enterthe reimbursement (ifany) paid by the foundation during the yearfor political expenditure tax imposed on foundation managers P $ Has the foundation engaged in any actiVities that have not preVIously been reported to the IRS? 2 No If “Yes,” attach a detailed description of the actiVities. Has the foundation made any changes, not preVIously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other Similar instruments? If “Yes,”attach a conformed copy of the changes'ﬁ 3 N0 Did the foundation have unrelated busmess gross income of$1,000 or more during the year?. 4a Yes If“Yes,” has it filed a tax return on Form 990-T forthis year?. 4b Yes Was there a liqUIdation, termination, dissolution, or substantial contraction during the year? . 5 No If “Yes,” attach the statement reqUIred by General Instruction WE Are the reqUIrements ofsection 508(e) (relating to sections 4941 through 4945) satisfied either 0 By language in the governing instrument, or o By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict With the state laW remain in the governing instrument? Yes Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part [1, col (c), and Part XV 7 Yes 8a Enterthe states to Which the foundation reports or With Which it is registered (see page 19 ofthe instructions) FSee Additional Data Table Ifthe answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or de5ignate) ofeach state as reqUIred by General Instruction G? If “No,”attach explanation . 8b Yes Is the foundation claiming status as a private operating foundation Within the meaning ofsection 4942(])(3) or 4942(J)(5)for calendar year 2011 or the taxable year beginning in 201 1 (see instructions for Part XIV on page 27)? If “Yes,” complete Part XIV 9 Yes 10 Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses 10 No Form 990-PF (2011) Form 990-PF (2011) Page 5 m Statements Regarding Activities (continued) 11 At any tIme durIng the year, dId the foundatIon, dIrectly or IndIrectly, own a controlled entIty WIthIn the meanIng ofsectIon 512(b)(13)? If"Yes," attach schedule (see page 20 ofthe InstructIons). 11 No 12 DId the foundatIon acquIre a dIrect or IndIrect Interest In any applIcable Insurance contract before August 17, 2008? 12 No 13 DId the foundatIon comply WIth the publIc InspectIon reqUIrements for Its annual returns and exemptIon applIcatIon? 13 Yes WebSIte address Fwwwcasey org

14 The books are In care of PCASEY FAMILY PROGRAMS Telephone no h(206) 282-7300 Located at F2001 EIGHTH AVE SUlTE 2700 SEA‘I'I'LE WA ZIP+4 P981212641

15 SectIon 4947(a)(1) nonexempt charItable trusts fIlIng Form 990-PF In lIeu of Form 1041 —Check here . . . It I— and enterthe amount oftax-exempt Interest recered or accrued durIng the year . . It I 15 I

16 At any tIme durIng calendar year 2011, dId the foundatIon have an Interest In or a SIgnature or other authorIty over Yes No

a bank, securItIes, or otherfInanCIal account In a foreIgn country? . 16 No

See the InstructIons for exceptIons and fIlIng reqUIrements for Form TD F 90-22 1 If"Yes", enterthe name ofthe foreIgn country P Statements Regarding Activities for Which Form 4720 May Be Required File Form 4720 if any item is checked in the “Yes” column, unless an exception applies. Yes No 1a DurIng the year dId the foundatIon (eIther dIrectly or IndIrectly) (1) Engage In the sale or exchange, or leasmg of property WIth a dIsqualIerd person? I— Yes I7 No (2) Borrow money from, lend money to, or otherWIse extend credIt to (or accept It from) a dIsqualIerd person'P. I— Yes I7 No (3) FurnIsh goods, serVIces, orfaCIIItIes to (or accept them from) a dIsqualIerd person? I— Yes I7 No (4) Pay compensatIon to, or pay or reImburse the expenses of, a dIsqualIerd person? I7 Yes I— No (5) Transfer any Income or assets to a dIsqualIerd person (or make any ofeIther avaIIable forthe benefit or use ofa dIsqualIerd person)?. I— Yes I7 No (6) Agree to pay money or property to a government offICIal? (Exception. Check “No” Ifthe foundatIon agreed to make a grant to orto employ the offICIal for a perIod aftertermInatIon ofgovernment serVIce, IftermInatIng WIthIn 90 days). I— Yes I7 No b Ifany answer Is “Yes” to 1a(1)—(6), dId any ofthe acts fall to qualIfy underthe exceptIons descrIbed In RegulatIons sectIon 53 4941(d)-3 or In a current notIce regardIng dIsaster aSSIstance (see page 20 ofthe InstructIons)?. 1b No OrganIzatIons relyIng on a current notIce regardIng dIsaster aSSIstance check here. .F I— c DId the foundatIon engage In a prIor year In any ofthe acts descrIbed In 1a, otherthan excepted acts, that were not corrected before the first day of the tax year begInnIng In 201 1?. 1c No 2 Taxes on faIlure to dIstrIbute Income (sectIon 4942) (does not apply for years the foundatIon was a prIvate operatIng foundatIon defined In sectIon 4942(])(3) or4942(])(5)) a At the end oftax year 2011, dId the foundatIon have any undIstrIbuted Income (lInes 6d and 6e, Part XIII) fortax year(s) begInnIng before 2011?. I— Yes I7 No If"Yes," lIst the years It 20_ , 20_ , 20_ , 20 b Are there any years lIsted In 2a for thch the foundatIon Is not applyIng the prOVISIons ofsectIon 4942(a)(2) (relatIng to Incorrect valuatIon ofassets) to the year’s undIstrIbuted Income? (IfapplyIng sectIon 4942(a)(2) to all years lIsted, answer“No” and attach statement—see page 20 of the InstructIons ). 2b c Ifthe prOVISIons ofsectIon 4942(a)(2) are beIng applIed to any ofthe years lIsted In 2a, lIst the years here F 20_ , 20_ , 20_ , 20_ 3a DId the foundatIon hold more than a 2% dIrect or IndIrect Interest In any busmess enterprIse at any tIme durIng the year'P. I— Yes I7 No b If"Yes," dId It have excess busmess holdIngs In 2011 as a result of(1) any purchase by the foundatIon or dIsqualIerd persons after May 26, 1969, (2) the lapse ofthe 5-year perIod (or longer perIod approved by the CommISSIoner under sectIon 4943(c)(7)) to dIspose of holdIngs achIred by ngt or bequest, or (3) the lapse of the 10-, 15-, or 20-year first phase holdIng perIod? (Use Schedule C, Form 4720, to determine If the foundation had excess busmess holdIngs In 2011.). 3b 4a DId the foundatIon Invest durIng the year any amount In a mannerthat would JeopardIze Its charItable purposes? 4a No b DId the foundatIon make any Investment In a prIor year (but after December 31, 1969)that could JeopardIze Its charItable purpose that had not been removed from Jeopardy before the first day of the tax year begInnIng In 201 1? 4b No Form 990-PF (2011) Form 990-PF(2011) Page6 Part VII-B Statements Regarding Activities for Which Form 4720 May Be Required (continued) 5a DurIng the year dId the foundatIon pay or Incur any amount to (1) Carry on propaganda, or otherWIse attempt to Influence legIslatIon (sectIon 4945(e))? I— Yes I7 No (2) Influence the outcome ofany speCIfIc publIc electIon (see sectIon 4955), orto carry on,dIrectly orIndIrectIy,any voter regIstratIon drIve'r’...... I_Yes I7 No (3) PrOVIde a grant to an IndIVIdual fortravel, study, or other SImIIar purposes? I7 Yes I— No (4) PrOVIde a grant to an organIzatIon other than a charItable, etc , organIzatIon descrIbed In sectIon 509(a)(1), (2), or (3), or sectIon 4940(d)(2)? (see page 22 ofthe InstructIons). . . I— Yes I7 No (5) PrOVIde for any purpose other than relIgIous, charItable, SCIentIfIc, lIterary, or educatIonal purposes, orforthe preventIon ofcruelty to chIldren or anImals'r’...... I_ Yes I7 No b Ifany answer Is “Yes” to 5a(1)—(5), dId any ofthe transactIons fall to qualIfy underthe exceptIons descrIbed In RegulatIons sectIon 53 4945 or In a current notIce regardIng dIsaster aSSIstance (see page 22 ofthe InstructIons)? 5b No OrganIzatIons relyIng on a current notIce regardIng dIsasteraSSIstance check here...... I' I— c Ifthe answer Is “Yes” to questIon 5a(4), does the foundatIon claIm exemptIon from the tax because It maIntaIned expendIture responSIbIIIty forthe grant'r’...... I— Yes I— No If “Yes,” attach the statement requ1red by RegulatIons sect/on 53.4945—5(d). 6a DId the foundatIon, durIng the year, recere any funds, dIrectly or IndIrectIy, to pay prequms on a personal benefit contract'r’...... I— Yes I7 No b DId the foundatIon, durIng the year, pay prequms, dIrectly or IndIrectIy, on a personal benefit contract'r’. . . . 6b No If “Yes ” to 6b, file Form 8870. 7a At any tIme durIng the tax year, was the foundatIon a party to a prothIted tax sheltertransactIon? I— Yes I7 No b Ifyes, dId the foundatIon recere any proceeds or have any net Income attrIbutable to the transactIon? . 7b m Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the instructions). (b) TItle, and average (c) CompensatIon (d) ContrIbutIons to (e) EX ense account (a) Name and address hours per week (If not paid, enter employee benefit plans othe': allowances ’ devoted to pOSItIon -0-) and deferred compensatIon See AddItIonal Data Table

2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions). If none, enter “NONE.” (b) Tltle and average (d) ContrIbutIons to (a) Name and address ofeach employee employee beneﬁt (e) Expense account, hours per week (c) CompensatIon paId more than $50,000 plans and deferred other allowances devoted to pOSItIon compensatIon JOSEPHABOATENG CHIEFINV OFFICER 1,032,472 45,750 2001 EIGHTH AVE 2700 400 SEATTLE,WA 98121 DAVIDADANIELSON EVP OFADMIN AND 380,947 45,750 2001 EIGHTH AVE 2700 CFO SEATTLE,WA 98121 40 0 DAVIDBSANDERS EVP SYSTEMS 357,119 45,750 2001 EIGHTH AVE 2700 IMPROVMT SEATTLE,WA 98121 40 0 ALEXANDRA MCKAY EVP CHIEF COUNSEL 295,530 45,750 2001 EIGHTH AVE 2700 400 SEATTLE,WA 98121 LAURA SAGAN EVP HR&COMM 277,351 45,750 2001 EIGHTH AVE 2700 400 SEATTLE,WA 98121 TotalnumberofotheremployeespaIdover$50,000...... It 344 Form 990-PF (2011) Fonn990-PF(2011) Page 7 m Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, a nd Contractors (continued) 3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE". (a) Name and address ofeach person pald more than $50,000 (b) Type ofserVIce (c) Compensatlon BNY-MELLON INVESTMENT CUSTODIAN 813208 ONE WALL STREET 32 FLOOR NEWYORK,NY 10277 BAILLIE GIFFO RD INVESTMENT MANAGER 758323 757 THIRD AVENUE 17TH FLOOR NEWYORK,NY 10017 EIM MANAGMENT INC INVESTMNT CONSULTANT 729167 750 LeXIngton Ave 27th Floor NEWYORK,NY 10022 ARBOR CAPITAL INVESTMENT MANAGER 670818 100 CORPORATE PARKWAY SUITE 136 AMHERST,NY 14226 A RRO WST RE ET INVESTMENT MANAGER 595p91 200 Clarendon Street 30th Floor BOSTON,MA 02116 Total number of others receIVIng over$50,000 for profeSSIonal serVIces. 25 m Summary of Direct Charitable Activities

LIst the foundatlon’s four largest dIrect charltable actIVItIes durlng the tax year Include relevant statIstIcal Informatlon such as the number of organlzatlons and other beneflclarles served, conferences convened, research papers produced, etc Expenses 1CASEY FAMILY PROGRAMS PROVIDES AND IMPROVES - AND ULTIMATELY PREVENTS THE NEED FOR - 103554518 FOSTER CARE 2

Part IX-B Summary of Program-Related Investments (see page 23 of the Instructions) Descrlbe the two largest program—related Investments made by the foundatlon durlng the tax year on llnes 1 and 2 Amount 1

All other program-related Investments See page 24 of the Instructlons 3

Total.Add llnes 1 through 3. Form 990-PF (2011) Form 990-PF (2011) Page8 m Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see page 24 of the instructions.) 1 Fair market value ofassets not used (or held for use) directly In carrying out charitable, etc , purposes a Average monthly fair market value ofsecurities. 1a 1,934,114,111 b Average of monthly cash balances. 1b 103,997,423 c Fair market value ofall other assets (see page 24 ofthe instructions). 1c 0 d Total (addlines 1a,b,andc). 1d 2,038,111,534 e Reduction claimed for blockage or otherfactors reported on lines 1a and 1c (attach detailed explanation). I 1e I 2 AchISItion indebtedness applicable to line 1 assets. 2 0 Subtract line 2 from line 1d. 2,038,111,534 4 Cash deemed held for charitable actiVities Enter 1 1/2% ofline 3 (for greater amount, see page 25 ofthe instructions). 4 30,571,673 5 Net value of noncharitable-use assets. Subtract line 4 from line 3 Enter here and on Part V, line 4 5 2,007,539,861 Minimum investment return. Enter 5% ofline 5...... 6 100,376,993 m Distributable Amount (see page 25 of the instructions) (Section 4942(J)(3) and (])(5) private operating foundations and certain foreign organizations check here P l7 and do not complete this part.) 1 Minimum investment return from Part X, line 6. 1 2a Tax on investmentincome for 2011 from PartVI,line 5. 2a b Income tax for 2011 (This does notinclude the tax from PartVI ). 2b c Add lines 2a and 2b. 2c 3 Distributable amount before adjustments Subtract line 2c from line 1. 3 4 Recoveries ofamounts treated as qualifying distributions. 4 5 Add lines3and 4. 5 6 Deduction from distributable amount (see page 25 of the instructions). 6 7 Distributable amount as adJusted Subtract line 6 from line 5 Enter here and on Part XIII, line 1. 7 m Qualifying Distributions (see page 25 of the instructions)

1 Amounts paid (including administrative expenses) to accomplish charitable, etc , purposes Expenses,contributions,gifts,etc —totalfrom PartI,column (d),|ine 26. 1a 103,554,518 Program-related investments—total from Part IX-B. 1b 0 2 Amounts paid to achIre assets used (or held for use) directly in carrying out charitable, etc , purposes. 2 1,784,748 3 Amounts set aSIde for speCIfic charitable prOJects that satisfy the SUItability test (prior IRS approval reqUIred). 3a 0 Cash distribution test (attach the reqUIred schedule). 3b 0 Qualifying distributions.Add lines 1athrough 3b Enter here and on PartV,line 8,and Part XIII,|ine4 4 105,339,266 5 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income Enter 1% ofPart I, line 27b (see page 26 ofthe instructions). 5 6 Adjusted qualifying distributions. Subtract line 5 from line 4. 6 105,339,266 Note: The amount on line 6 Will be used in Part V, column (b), in subsequent years when calculating whetherthe foundation qualifies for the section 4940(e) reduction of tax in those years Form 990-PF (2011) Fonn990-PF(2011) Page9 m Undistributed Income (see page 26 of the instructions) (a) (b) (c) (d) Corpus Years priorto 2010 2010 2011 1 Distributable amount for 2011 from Part XI, line 7 2 Undistributed Income, ifany, as ofthe end of2011 a Enter amount for 2010 only. . . . b Total for prior years 2009 , 2008 , 2007 3 Excess distributions carryover ifany, to 2011 a From 2006. b From 2007. c From 2008. d From 2009. e From 2010. f Totaloflines 3a through e...... 4 Qualifying distributions for 2011 from Part XII, line 4 It $ — Applied to 2010, but not more than line 2a Applied to undistributed income of prior years (Election reqUIred—see page 26 of the instructions) Treated as distributions out ofcorpus (Election reqUIred—see page 26 of the instructions). Applied to 2011 distributable amount. Remaining amount distributed out ofcorpus Excess distributions carryover applied to 2011 (If an amount appears In column (d), the same amount must be shown In column (a).) Enter the net total of each column as indicated below: Corpus Add lines 3f, 4c, and 4e Subtract line 5 Prior years’undistributed income Subtract line 4bfromline 2b...... Enterthe amount of prior years’ undistributed income for which a notice ofdefICIency has been issued, or on which the section 4942(a) tax has been preVIously assessed. Subtract line 6c from line 6b Taxable amount—see page 27 of the instructions . Undistributed income for 2010 Subtract line 4a from line 2a Taxable amount—see page 27 ofthe instructions ...... Undistributed income for 2011 Subtract lines 4d and 5 from line 1 This amount must be distributedin2011 . . . Amounts treated as distributions out of corpus to satisfy reqUIrements imposed by section 170(b)(1)(F) or4942(g)(3) (see page 27 ofthe instructions)...... Excess distributions carryoverfrom 2006 not applied on line 5 orline 7 (see page 27 ofthe instructions)...... Excess distributions carryover to 2012. Subtract lines 7 and 8 from line 6a . 10 Analy5is ofline 9 Excess from 2007. Excess from 2008. Excess from 2009. Excess from 2010. anUN Excess from 2011. Form 990-PF (2011) Form 990-PF (2011) Page 10 Part XIV Private Operating Foundations (see page 27 of the Instructions and Part VII—A, questIon 9) 1a Ifthe foundatIon has recered a rulIng or determInatIon letterthat It Is a prIvate operatIng 1972_05_25 foundatIon, and the rulIng Is effectIve for 2011, enterthe date ofthe rulIng. .F

Check box to IndIcate whetherthe organIzatIon Is a prIvate operatIng foundatIon descrIbed In sectIon I7 4942(])(3) or '— 4942(])(5) 2a Enterthe lesser of the adjusted net Tax ear PrIor3 ears Income from PartI orthe mInImum y y (e) Total (a)2011 (b)2010 (c) 2009 (d)2008 Investment return from Part X for each yearlIsted . 25,782,658 41,815,707 28,278,902 67,412,550 163,289,817 85% oflIne 2a . 21,915,259 35,543,351 24,037,067 57,300,668 138,796,345 QualIfyIng dIstrIbutIons from Part XII, |Ine 4 for each year |Isted . 105,339,266 104,698,562 121,023,450 133,680,141 464,741,419 Amounts Included In |Ine 2c not used dIrectly 1,836,328 911,450 678,170 2,304,282 5,730,230 for actIve conduct of exempt actIVItIes . Q ualIfyIng dIstrIbutIons made dIrectly for actIve conduct ofexempt actIVItIes Subtract |Ine 2d from |Ine 2c . 103,502,938 103,787,112 120,345,280 131,375,859 459,011,189 3 Complete 3a, b, or c forthe alternatIve test relIed upon “Assets” alternatIve test—enter (1) Value ofall assets . (2) Value ofassets qualIfyIng under sectIon 4942(J)(3)(B)(|) 0 “Endowment” alternatIve test— enter 2/3 of mInImum Investment return shown In Part X, |Ine 6 for each year |Isted. 66,917,995 62,879,693 57,559,310 73,830,745 261,187,743 “Support” alternatIve test—enter (1) Total support otherthan gross Investment Income (Interest, dIVIdends, rents, payments on securItIes loans (sectIon 0 512(a)(5)), or royaltIes) . (2) Support from general publIc and 5 or more exempt organIzatIons as prOVIded In O sectIon 4942(J)(3)(B)(|l|). (3) Largest amount of support from an exempt organIzatIon O (4) Gross Investment Income O m Supplementary Information (Complete this part only if the organization had $5,000 or more in assets at any time during the year—see page 27 of the instructions.) 1 Information Regarding Foundation Managers: LIst any managers of the foundatIon who have contrIbuted more than 2% of the total contrIbutIons recered by the foundatIon before the close ofany tax year (but only Ifthey have contrIbuted more than $5,000) (See sectIon 507(d)(2))

NONE LIst any managers ofthe foundatIon who own 10% or more ofthe stock ofa corporatIon (or an equally large portIon ofthe ownershIp ofa partnershIp or other entIty) ofthch the foundatIon has a 10% or greater Interest

NONE Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here FF Ifthe foundatIon only makes contrIbutIons to preselected charItable organIzatIons and does not accept unsolICIted requests forfunds Ifthe foundatIon makes ngts, grants, etc (see page 28 of the InstructIons) to IndIVIduals or organIzatIons under other condItIons, complete Items 2a, b, c, and d

The name, address, and telephone number of the person to whom applIcatIons should be addressed

The form In thch applIcatIons should be sumetted and InformatIon and materIals they should Include

Any SmelSSlon deadlInes

Any restrIctIons or |ImItatIons on awards, such as by geographIcal areas, charItable erlds, kInds ofInstItutIons, or other factors

Form 990-PF (2011) Form 990-PF (2011) Page 11 m Supplementary Information (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment Remplent IfreCIpIent IS an IndIVIdual, Foundatlon showany relatlonshlpto Purpose ofgrant or status of Amount N d dd h b any foundatlon manager rem lent contrlbutlon ame an a ress( ome or usmess) or substantlal contrlbutor p a Paid during the year See Addltlonal Data Table

Total...... F 3a 1,836,328 b Approved for future payment Youth Uprlsmg N/A 509(a)(1) To help support hostlng the 1,500 8711 MacArthur Blvd welcome receptlon for the Oakland,CA 94605 Incomlng DIrectorofAlameda SOCIaI erVIces Agency Total. .I' 3b 1,500 Form 990-PF (2011) Form 990-PF(2011) Page 12 Analysis of Income-Producing Activities Enter gross amounts unless otherWIse IndIcated Unrelated busmess Income Excluded by sectIOH 512, 513, Or 514 (e) Related or exempt functIon Income (b) (c) (d) (See a e 28 of 1 Program serVIce revenue Busmess(a) code Amount Exc|u5Ion code Amount p g the InstructIons) a b c d e f 9 Fees and contracts from government agenCIes 2 MembershIp dues and assessments. 3 Interest on saVIngs and temporary cash Investments 14 1,203 4 DIVIdends and Interest from securItIes. . . . 14 31,044,914 5 Net rental Income or (loss) from real estate a Debt-fInanced property. b Not debt-fInanced property. Net rental Income or (loss) from personal property Other Investment Income. GaIn or (loss) from sales of assets other than Inventory 18 15,859,302 UQNOS Net Income or (loss) from speCIaI events 10 Gross proﬁt or (loss) from sales of Inventory. 11 Other revenue aMISC INCOME 13,140 b REIMBURSED EXPENSES 51,819 c RETURNED GRANTS 8,300 d INCOME FROM PRIVATE EQUITY PARTNERSHIPS 900099 -749,742 14 3,704,153 e 12 Subtotal Add columns (b), (d), and (e). . '7491742 50,509,572 73,259 13 Total.Add |Ine 12, columns (b), (d), and (e)...... 13 49,933,089 (See worksheet In |Ine 13 InstructIons on page 28 to verIfy ca|cu|atIons) Relationship of Activities to the Accomplishment of Exempt Purposes Exp|aIn below how each actIVIty for thch Income Is reported In column (e) ofPart XVI-A contrIbuted Importantly to Line No. the accompIIshment ofthe organIzatIon’s exempt purposes (otherthan by prOVIdIng funds for such purposes) (See page 28 of the InstructIons) 11 CASEY COLLABORATES WITH FOSTER, KINSHIP,AND ADOPTIVE PARENTS TO PROVIDE SAFE LOVING HOMES FOR YOUTH IN ITS DIRECT CARE ALL REVENUE LISTED IN COLUMN E HAS BEEN USED TO CARRY OUT THE EXEMPT PURPOSE OFTHIS EXEMPT OPERATING FOUNDATION

Form 990-PF (2011) Form 990-PF(2011) Page 13 m Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 DId the organIzatIon dIrectly or IndIrectly engage In any of the followmg WIth any other organIzatIon descrIbed In sectIon Yes No 501(c) of the Code (other than sectIon 501(c)(3) organIzatIons) or In sectIon 527, relatIng to polItIcal organIzatIons? a Transfers from the reportIng foundatIon to a noncharItable exempt organIzatIon of 1a(1) No (2) Otherassets...... 1a(2) No b Othertransactlons (1) Sales ofassets to a noncharItable exempt organIzatIon...... 1b(1) No (2) Purchases ofassets froma noncharItable exempt organIzatIon...... 1b(2) No (3) RentaloffaCIIItIes,eqUIpment,orotherassets...... 1b(3) No (4) ReImbursementarrangements...... 1b(4) No (5) Loans orloan guarantees...... 1b(5) No (6) Performance ofserVIces or membershlp orfundraIsmg soIICItatIons...... 1b(6) No c SharIng offaCIIItIes,eqUIpment, maIIIng lIsts,otherassets,or paId employees...... 1c No d Ifthe answerto any ofthe above Is “Yes,” complete the followmg schedule Column (b) should always show the faIr market value of the goods, other assets, or serVIces gIven by the reportIng foundatIon Ifthe foundatIon recered less than faIr market value In any transactIon or sharIng arrangement, show In column (d) the value of the goods, other assets, or serVIces recered

a LIne No Amount Involved c Name of noncharItable exem o anIzatIon d tIon of transfers, transactIons, and sha arra ements

2a Is the foundatIon dIrectly or IndIrectly affIIIated WIth, or related to, one or more tax-exempt organIzatIons descrIbedIn sectIon 501(c)ofthe Code (otherthan sectIon 501(c)(3))orIn sectIon 527?...... |_Yes FNO b If“Yes,” complete the followmg schedule (a) Name of organIzatIon I (b) Type of organIzatIon I (c) DescrIptIon of relatIonshIp

Under penaltIes of perjury, I declare thatI have examIned thIs return, IncludIng accompanylng schedules and statements, and to the best of my knowledge and belIef, It Is true, correct, and complete DeclaratIon of preparer (other than taxpayer orfIdUCIary) Is based on all InformatIon ofthch preparer has any knowledge 2011-11-14 SIgnature ofoffIcerortrustee Date TItle

Date PTIN E q; Check Ifself— employed Fl— E Preparer's’ : :H SIgnature

“1 T-EE FIrm's name I- Flrm's EIN" a? d: E E a: Flrm-s address h Phone no (317)681-7000

May the IRS dIscuss thIs return WIth the preparer shown above? See InstructIons ...... F I— Yes '7 No

Form 990-PF (2011) Iefile GRAPHIC print — DO NOT PROCESS | As Filed Data — | DLN: 93491319012062I

SChedUIe B Schedule of Contributors —OMBN° 15450047 (Form 990, 990-EZ, or 990-PF) It Attach to Form 990, 990-EZ, or 990-PF. Departn‘ent oftheTreasury 1 Internal Revenue SerVIce Name of organization Employer identification number Casey Family Programs 91-0793881 Organization type (check one)

Filers of: Section:

Form 990 or 990-EZ 501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF Tl‘l‘l‘l 501(c)(3) exempt private foundation

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

‘l‘l 501(c)(3) taxable private foundation

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

General Rule—

I7 For an organization fIIIng Form 990, 990-EZ, or 990-PFthat received, during the year, $5,000 or more (In money or property) from any one contributor Complete Parts | and II

Special Rules

'— For a section 501(c)(3) organization fIIIng Form 990 or 990-EZ, that met the 331/3% support test of the regulations under sections 509(a)(1) and 170(b)(‘l)(A)(VI), and received from any one contributor, during the year, a contribution of the greater of (1) $5,000 or (2) 2% of the amount on (I) Form 990, Part Vlll, |Ine 1h, or (II) Form 990-EZ, line 1 Complete Parts land II

I— For a section 501(c)(7), (8), or (10) organization fIIIng Form 990, or 990-EZ, that received from any one contributor, during the year, aggregate contributions of more than $1,000 for use exc/USIve/y for religious, charitable, sCIentIfIc, literary, or educational purposes, or the prevention of cruelty to children or animals Complete Parts |, II, and III

I— For a section 501(c)(7), (8), or (10) organization fIIIng Form 990, or 990-EZ, that received from any one contributor, during the year, contributions for use exc/USIve/y for religious, charitable, etc , purposes, but these contributions dId not aggregate to more than $1,000 If this box Is checked, enter here the total contributions that were received during the year for an exc/USIve/yreIIgIous, charitable, etc , purpose Do not complete any of the parts unless the General Rule applies to this organization because It received nonexclusiver religious, charitable, etc , contributions of $5,000 or more durIngtheyear...... F$

Caution. An Organization that Is not covered by the General Rule and/or the SpeCIal Rules does not file Schedule B (Form 990, 990-EZ, or 990-PF), but It must answer “No” on Part IV, line 2 of Its Form 990, or checkthe box In the heading of Its Form 990-EZ, or on line 2 of Its Form 990-PF, to certIfy that It does not meet the filing reqUIrements of Schedule B (Form 990, 990-EZ, or 990-PF)

For Paperwork Reduction Act Notice, see the Instructions Cat No 30613X Schedule B (Form 990, 990-EZ, or 990-PF) (2011) for Form 990, 990-EZ, or 990-PF Schedule B (Form 990, 990—EZ, or 990-PF) (2011) Page 1 of 2 of Partl Name of organization Employer identification number Casey Family Programs 91-0793881 m Contributors (see Instructions)

(a) (b) (C) (d) No. Name, address, and ZIP + 4 Aggregate contributions Type of contribution See AddItIonaI Data Table Person I— Payroll I— Noncash I—