Report of Independent Auditors and Financial Statements. The Henry J. Kaiser Family Foundation

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1 Report of Independent Auditors and Financial Statements The Henry J. Kaiser Family Foundation December 31, 2015 and 2014

2 CONTENTS PAGE REPORT OF INDEPENDENT AUDITORS...1 FINANCIAL STATEMENTS Statements of financial position...2 Statements of activities and changes in net assets...3 Statements of cash flows...4 Notes to financial statements...5

3 REPORT OF INDEPENDENT AUDITORS To the Board of Trustees The Henry J. Kaiser Family Foundation Report on Financial Statements We have audited the accompanying financial statements of The Henry J. Kaiser Family Foundation (the Foundation ), which comprise the statements of financial position as of December 31, 2015 and 2014, and the related statements of activities and changes in net assets and cash flows for the years then ended and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Henry J. Kaiser Family Foundation as of December 31, 2015 and 2014, and the changes in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. San Francisco, California June 20, 2016 Page 1

4 FINANCIAL STATEMENTS

5 STATEMENTS OF FINANCIAL POSITION December 31, 2015 and 2014 ASSETS Cash and cash equivalents $ 133,537,695 $ 7,363,703 Receivable for unsettled investment transactions 6,550,653 Investment income receivable 902, ,416 Investments, at fair value 492,069, ,338,795 Contributions receivable 7,512,457 8,139,027 Accounts receivable, prepaid employee benefits, and other assets 2,363,436 2,495,078 Property and equipment, net 31,006,318 32,047,585 Total assets $ 667,391,831 $ 650,234,257 LIABILITIES AND NET ASSETS LIABILITIES Accounts payable, accrued benefits, and other liabilities $ 6,254,398 $ 5,665,963 Derivative liabilities 15,705,261 Postretirement liability 24,048,403 32,658,485 Deferred federal excise taxes 2,926,023 4,510,180 Bonds payable 100,000,000 42,000,000 Notes payable 31,500,000 Total liabilities 133,228, ,039,889 NET ASSETS Unrestricted 524,089, ,963,707 Temporarily restricted 10,073,658 11,230,661 Total net assets 534,163, ,194,368 Total liabilities and net assets $ 667,391,831 $ 650,234,257 Page 2 See accompanying notes.

6 STATEMENTS OF ACTIVITIES AND CHANGES IN NET ASSETS Years Ended December 31, 2015 and 2014 CHANGES IN UNRESTRICTED NET ASSETS Investment income Interest $ 882,193 $ 1,348,526 Dividends 4,331 2,546,414 Net realized and unrealized gains on investments 53,485,112 62,954,891 Net realized and unrealized losses on derivative liabilities (6,819,259) Investment expense (5,150,705) (2,731,993) Net investment income 49,220,931 57,298,579 Net assets released from restrictions 7,775,713 6,755,748 Total investment income and net assets released from restrictions 56,996,644 64,054,327 EXPENSES Program activities Direct charitable expenses 45,026,660 34,999,373 Interest expense incurred from financing activities 1,018,361 2,297,655 Total program activities 46,045,021 37,297,028 Administrative expenses 6,118,693 5,723,972 Federal, state, and local tax expense (benefit) (2,113,738) 2,405,079 Total expenses 50,049,976 45,426,079 CHANGE IN POSTRETIREMENT LIABILITY 10,178,974 (11,037,129) Change in unrestricted net assets 17,125,642 7,591,119 Unrestricted net assets, beginning of year 506,963, ,372,588 Unrestricted net assets, end of year 524,089, ,963,707 CHANGES IN TEMPORARILY RESTRICTED NET ASSETS Contributions 6,618,710 4,236,227 Net assets released from restrictions (7,775,713) (6,755,748) Change in temporarily restricted net assets (1,157,003) (2,519,521) Temporarily restricted net assets, beginning of year 11,230,661 13,750,182 Temporarily net assets, end of year 10,073,658 11,230,661 Total change in net assets 15,968,639 5,071,598 Total net assets, beginning of year 518,194, ,122,770 Total net assets, end of year $ 534,163,007 $ 518,194,368 See accompanying notes. Page 3

7 STATEMENTS OF CASH FLOWS Years Ended December 31, 2015 and 2014 CASH FLOWS FROM OPERATING ACTIVITIES Change in net assets $ 15,968,639 $ 5,071,598 Adjustments to reconcile change in net assets to net cash used in operating activities Net realized and unrealized gains on investments (53,485,112) (62,954,891) Net unrealized losses on derivative liabilities 6,819,259 Depreciation 1,121,439 1,135,785 Amortization of financing costs 20,459 Loss on disposal of fixed assets 2,190 10,462 Changes in operating assets and liabilities Contributions receivable 626,570 2,020,067 Accounts receivable, prepaid employee benefits, and other assets 131,642 1,200,904 Accounts payable, accrued benefits, and other liabilities 588, ,079 Postretirement liability (8,610,082) 13,128,726 Deferred federal excise taxes (1,584,157) 2,140,991 Net cash used in operating activities (45,240,436) (30,937,561) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of investments (98,312,424) (89,772,505) Proceeds from sales and maturities of investments 238,569,310 96,647,891 Reduction in investment and investment income receivables 4,739,904 15,584,372 Purchases of property and equipment (82,362) (727,146) Net cash provided by investing activities 144,914,428 21,732,612 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from new bond issue 100,000,000 Payment to retire DC Bonds (42,000,000) Payment to retire note payable (31,500,000) Proceeds from line of credit 35,000,000 35,000,000 Payments on line of credit (35,000,000) (35,000,000) Net cash provided by financing activities 26,500,000 Increase (decrease) in cash and equivalents 126,173,992 (9,204,949) Cash and cash equivalents beginning of year 7,363,703 16,568,652 Cash and cash equivalents end of year $ 133,537,695 $ 7,363,703 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest $ 4,308,232 $ 2,751,505 Cash paid for federal excise taxes $ $ 459,528 Page 4 See accompanying notes.

8 NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Henry J. Kaiser Family Foundation (the Foundation ) is a highly specialized health policy research and health communications organization that provides timely information on health issues to policymakers, the media, and the public in the United States and globally. Basis of presentation The financial statements are presented on the basis of unrestricted, temporarily restricted, and permanently restricted net assets in accordance with accounting principles generally accepted in the United States of America ( U.S. GAAP ). As of December 31, 2015 and 2014, there were no permanently restricted net assets. Cash and cash equivalents Cash and cash equivalents consist primarily of cash and money market funds. The Foundation considers investments with maturities of three months or less at the time of purchase to be cash equivalents. Estimated fair value of financial instruments The carrying amounts of cash and cash equivalents, accounts receivable, prepaid employee benefits, and other assets, contributions receivable, accounts payable, and other liabilities approximate fair value because of the short maturity of these items. Investments and derivative financial instruments are reflected at estimated fair value as described below. The carrying amounts of the bonds payable and note payable at December 31, 2014 approximate fair value due to the variable interest rates and terms, which were consistent with those currently available to the Foundation at that date. The carrying amount of the bonds payable at December 31, 2015 approximate fair value due to minimal change in borrowing rates between issuance date and year end. Financial Accounting Standards Board ( FASB ) Accounting Standards Codification ( ASC ) Topic 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value, and requires enhanced disclosures about fair value measurements. Fair value is the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., the exit price). Market price observability is impacted by a number of factors, including the type of instrument, the characteristics specific to the instrument, and the state of the marketplace (including the existence and transparency of transactions between market participants). Instruments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Instruments measured and reported at fair value are classified and disclosed in one of the following categories based on inputs: Level 1 Quoted prices are available in active markets for identical instruments as of the reporting date. The type of instruments that would generally be included in Level I include listed equity securities. As required by ASC Topic 820, the Foundation, to the extent that it holds such instruments, does not adjust the quoted price for these instruments, even in situations where the Foundation holds a large position and a sale could reasonably impact the quoted price. Level 2 Pricing inputs are observable for the instruments, either directly or indirectly, as of the reporting date. Some are quoted prices in markets with limited activity and some are not the same as those used in Level 1. In the case of the latter, fair value is determined through the use of models or other valuation methodologies. The types of instruments that would generally be included in this category include unlisted derivative financial instruments and certain investment funds valued based upon net asset value or publicly traded securities with limited trading activity. Level 3 Pricing inputs are unobservable for the instrument and include situations where there is little, if any, market activity for the instrument. The inputs into the determination of fair value require significant judgment or estimation by the Foundation. The types of instruments that would generally be included in this category include equity securities issued by private entities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given instrument is based on the lowest level of input that is significant to the fair value measurement. The Foundation s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument. A Valuation Committee (the Committee ), led by the Chief Investment Officer/Chief Financial Officer, and including Investment Staff, is responsible for establishing valuation policy, reviewing ongoing compliance, and overseeing valuation procedures. The Committee meets at least annually to review the valuation policy and make decisions on any valuations requiring the Committee s attention. Page 5

9 Investments Investments are reflected on the statements of financial position at fair value with changes in unrealized gains and losses resulting from changes in fair value reflected in the statements of activities and changes in net assets as net realized and unrealized gains on investments. Equity and fixed income securities that are classified as Level 1 are publicly traded investments in active markets and are reported at the market closing price as determined in good faith by the Foundation. Investments in managers investing in equity and fixed income securities, hedge funds, private equity, and real assets (the Investee Funds ) are reported at fair value. Fair value is based on the information provided by the Investee Funds, which reflects the Foundation s share of the fair value of the net assets of the Investee Fund. If the Foundation determines, based on its own due diligence and investment valuation procedures, that the valuation for any Investee Fund based on information provided by the management of such Investee Fund does not represent fair value, the Foundation will estimate the fair value of the Investee Fund in good faith and in a manner that it reasonably chooses in accordance with the Foundation s valuation policy as determined by the Valuation Committee. In addition, the Foundation invests directly into fixed income and equity securities of public and private companies ( Internally Managed ). These investments are valued by the Foundation s Valuation Committee (See Notes 2 and 3). The values assigned to investments are based upon available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Investment transactions are recorded on a trade date basis for publicly traded investments or upon closing of the transaction for private investments. Derivative financial instruments The Foundation utilizes derivative financial instruments ( derivatives ) in order to gain tactical exposure to equity, foreign exchange, and fixed income factors. Derivative financial instruments are recorded at their estimated fair value in the accompanying statements of financial position (see Note 3). Changes in the underlying value of derivative financial instruments are recorded in net realized and unrealized gains on investments. Contributions receivable Contributions receivable consist of unconditional promises to give. Unconditional promises to give that are expected to be collected in future years are recorded at the present value of their estimated future cash flows. Management believes the contributions receivable as of December 31, 2015 and 2014, approximate their net present value. Contributions receivable of approximately $7,512,000 as of December 31, 2015, are expected to be received as follows: $4,706,000 in 2016, $2,767,000 in 2017, and $39,000 in Property and equipment, net Property and equipment is recorded at cost, less any accumulated depreciation and amortization. The Foundation s policy is to capitalize all property and equipment additions over $5,000. Depreciation and amortization are provided on the straight line method over the estimated useful lives of the assets, which range from 3 to 40 years. Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. No such impairment was recorded during 2015 or Unrestricted net assets The Foundation reports gifts of cash and other assets as unrestricted support, as they are not subject to donor stipulations that limit the use of the donated assets. Temporarily restricted net assets Temporarily restricted net assets represent contributions whose use by the Foundation is limited by donor imposed stipulations that can be fulfilled and removed by actions of the Foundation pursuant to those stipulations (see Note 8). Revenue recognition Contributions are recognized as revenue when received or unconditionally promised. The Foundation reports contributions as restricted support if such contributions are received with donor stipulations that limit the use of the donated assets. When a donor restriction ends or is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and reported as net assets released from restrictions. Temporarily restricted contributions are reported as temporarily restricted support and net assets released from restrictions when the restriction is met in the same period as the contribution is received. Tax exempt status The Foundation is exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code and from California franchise and income taxes under Section 23701d of the Revenue and Taxation Code. The Foundation has received an advance ruling from the IRS of public charity status for a 60 month period beginning January 1, Previously, the Foundation had been a private operating foundation. As a public charity, the Foundation is no longer subject to federal excise tax on net investment income. Page 6

10 Income taxes The Foundation adopted ASC Topic 740, Income Taxes, in As of December 31, 2015, the Foundation had analyzed the inventory of tax positions taken with respect to all applicable income tax issues for all open tax years (in each respective jurisdiction), including December 31, 2015 and 2014, and had concluded that no reserve for uncertain tax positions was required. Concentrations of credit risk Financial instruments that potentially subject the Foundation to credit risk consist primarily of cash and cash equivalents, accounts receivable, contributions receivable, and investments. The Foundation maintains cash and cash equivalents with major financial institutions. At times, such amounts may exceed Federal Deposit Insurance Corporation limits. The Foundation s investments have been placed with high quality counterparties. The Foundation closely monitors these investments and has not experienced significant credit losses. The Foundation s management monitors credit levels and the financial condition of its accounts receivable and contributions receivable and believes that an adequate provision for credit losses has been made in the accompanying financial statements. Functional expense allocations Expenses, such as salaries and payroll taxes, travel and meeting expense, rent, and interest are allocated among direct charitable expenses, administrative expenses, and investment expenses based on employee ratios and estimates made by the Foundation s management. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to the 2014 financial statements to conform to the 2015 financial statement presentation. These reclassifications had no impact on the change in net assets or net asset balances. NOTE 2 INVESTMENTS As of December 31, 2015 and 2014, the Foundation s investments consisted of the following: Internally Internally Investee Managed Investee Managed Funds Funds Total Funds Funds Total Equity securities $ 104,367,368 $ $ 104,367,368 $ 109,122,930 $ $ 109,122,930 Fixed income securities 68,971,002 15,322,579 84,293,581 78,662,917 3,183,675 81,846,592 Hedge funds 117,171, ,171, ,621, ,621,947 Private equity 156,130,884 22,215, ,346, ,074,928 2,499, ,574,927 Options and derivatives (15,994,187) (15,994,187) 1,207,761 1,207,761 Real assets 23,884,916 23,884, ,964, ,964,638 $ 470,525,465 $ 21,544,056 $ 492,069,521 $ 586,447,360 $ 6,891,435 $ 593,338,795 The Foundation s Internally Managed portfolio consists of private debt facilities and private equity investments that are illiquid and internally valued. In addition, the Foundation s derivative exposure, which consists of equity, foreign exchange, and fixed income options and contracts, is included in the above table. Please see Note 3 for more information on the Foundation s derivative exposure. The Foundation had commitments under partnership agreements to make additional capital contributions to alternative investments of approximately $96,003,000 and $129,306,000 as of December 31, 2015 and 2014, respectively. Total realized and unrealized gains recorded for Level 3 investments are reported in net realized and unrealized gains from investments in the statements of activities and changes in net assets. During calendar year 2015, the Foundation sold interests in a variety of private equity and real asset partnerships resulting in net realized cash proceeds of $178,460,000 and substantial cash and cash equivalents balance at December 31, Certain of the Foundation s investments are denominated in foreign currencies that may be negatively affected by movements in the rate of exchange between the U.S. dollar and such foreign currencies. Page 7

11 There may also be risk associated with the concentration of investments in one geographic region or in certain industries. NOTE 3 FAIR VALUE MEASUREMENTS The levels in the ASC Topic 820 fair value hierarchy into which the Foundation s investments fall as of December 31, 2015 and 2014, are as follows: Level 1 Equities and fixed income securities $ 416,535 $ 11,657,165 Level 2 Equities and fixed income securities 145,513, ,939,957 Hedge funds 76,025,604 70,926,355 Options and derivatives (186,911) 1,207,761 Total Level 2 221,352, ,074,073 Level 3 Equities and fixed income securities 42,730,854 31,372,400 Hedge funds 41,145,691 40,695,592 Private equity 178,346, ,574,927 Options and derivatives (15,807,276) Real assets 23,884, ,964,638 Total Level 3 270,300, ,607,557 Total investments $ 492,069,521 $ 593,338,795 The equities and fixed income securities category represents investments with managers investing in a diversified pool of publicly traded small, medium, and large capitalization global equities and fixed income securities. The hedge funds category represents investments with managers investing across the globe, both long and short, in a variety of asset classes including, but not limited to debt and equity securities, real estate, structured products, and foreign exchange instruments. Pending market conditions, managers have latitude to shift investment strategies and security types to exploit market inefficiencies, as well as employ leverage. The fair values of investments in this category have been determined using the net asset value per share of the Investee Funds. The private equity category represents investments with managers investing in a broad range of foreign and domestic privatelyowned companies. Underlying strategies within this category include venture capital, leveraged buyouts, and distressed debt. Post investment, managers work closely with portfolio companies to create value within the businesses through a variety of strategies. Investment periods range from three to six years, with initial distributions expected in years five and six. Managers generally attempt to fully liquidate the portfolio of investments within ten years, although managers may extend the time to liquidate if necessary to benefit the portfolio. The real assets category is comprised of the Foundation s investments in real estate, forestland, and energy related private partnerships. The fair values of investments in this category have been determined using the net asset value per share of the investment funds ( NAV ), or in cases where a NAV is not available, recent appraisal information. Page 8

12 The Foundation s Valuation Committee valued the fixed income securities and private equity portion of the Internally Managed portfolio at a fair market value of approximately $37,538,000 on a cost basis of approximately $29,625,000. All of these investments are categorized as Level 3 investments. The Committee did not recommend any deviations from the fair value assessments of its Investee Funds or its options and derivatives portfolio. The changes in investments classified as Level 3 for the years ended December 31, 2015 and 2014, are as follows: Equities and Fixed Options & Income Securities Hedge Funds Private Equity Derivatives Real Assets Total Level 3 Balance, January 1, 2014 $ 17,305,125 $ 39,713,434 $ 137,178,652 $ $ 106,960,024 $ 301,157,235 Reclass within Level 3 13,283,675 (13,283,675) Purchases and other acquisitions 60,061,238 9,211,266 69,272,504 Sales and other dispositions (39,402,806) (19,927,361) (59,330,167) Realized appreciation 8,807,200 8,066,667 16,873,867 Unrealized (depreciation) appreciation 783, ,158 23,214,318 8,654,042 33,634,118 Balance, December 31, ,372,400 40,695, ,574, ,964, ,607,557 Reclass options and derivatives (15,705,261) (15,705,261) Purchases and other acquisitions 8,715,000 62,344,534 12,810,252 83,869,786 Sales and other dispositions (403,537) (74,166,712) (138,000,031) (212,570,280) Realized appreciation 351,765 18,142, ,660, ,154,581 Unrealized (depreciation) appreciation 2,695, ,099 (4,548,773) (102,015) (76,550,187) (78,055,650) Balance, December 31, 2015 $ 42,730,854 $ 41,145,691 $ 178,346,548 $ (15,807,276) $ 23,884,916 $ 270,300,733 Transfers of investments between different levels of the fair value hierarchy are recorded as of the end of the reporting period. Changes in the unrealized gains in the investments included on the statements of activities and changes in net assets relating to Level 3 investments still held at December 31, 2015 and 2014, were approximately $26,700,000 and $37,435,000, respectively. Investment strategy and redemption information The following table summarizes the investment strategy types, unfunded commitments and redemption features of the investment portfolio classified as Level 2 or 3 as of December 31, The table does not include any option or derivative investments which are held directly by the Foundation. The Foundation has commitments under the associated investment agreements to make additional capital contributions as noted. Redemption Frequency (if Unfunded Currently Redemption Commitments Eligible) Notice Period Level 2 Equities and fixed income securities $ 7,000,000 Quarterly, semi days notice annually, annually Hedge funds Quarterly days notice Level 3 Equities and fixed income securities 1,335,000 Biennially/Triennially, 90 days notice quarterly, annually Hedge funds Triennially 60 days notice Private equity 86,533,710 Illiquid Real assets 1,133,868 Illiquid Page 9

13 The levels in the ASC Topic 820 fair value hierarchy into which the Foundation s receivable for unsettled investment transactions fell as of December 31, 2015 and 2014, are as follows: Receivable for Unsettled Investment Transactions Level 1 Equities and fixed income securities $ $ 7,472 Level 2 Hedge funds 2,500,000 Limited partnerships 1,000,000 Total Level 3 3,500,000 Level 3 Hedge funds 1,207,761 Private equity 30,420 Real assets 1,805,000 Total Level 3 3,043,181 Total investments $ $ 6,550,653 Derivatives The Foundation uses derivative instruments to manage its exposure to market risks, for income enhancement and to provide equity exposure without actual ownership of the underlying asset. The Foundation s management believes the use of such instruments in its investment management program is appropriate in providing for the long term and short term financial needs of the Foundation. Though the use of these instruments reduces certain investment risks and generally adds value to the portfolio, the instruments themselves do involve some investment and counterparty risk. The Foundation has internal policies to manage its counterparty exposure and actively monitors its margin exposure to any counterparty on a daily basis. As of December 31, 2015 and 2014, the fair values of derivatives consisted of the following: Options and derivatives $ (996,830) $ 1,667,452 Fixed income options and derivatives (15,807,276) (513,063) FX options and derivatives 809,919 53,372 $ (15,994,187) $ 1,207,761 Prior to 2015, the Foundation categorized its interest rate swaps as a derivative liability associated with its District of Columbia Revenue Bonds and Northern Trust Loan. With the Foundation s 2015 Bond issue and subsequent repayment of its District of Columbia Revenue Bonds and Northern Trust Loan, the fair value of the interest rate swaps is included in investments (see Notes 5 and 6). The estimated fair values of the equity options and the interest rate swap agreements are based on quotes from the market makers for similar instruments and, therefore, are classified as Level 2 or Level 3, under the ASC Topic 820 fair value hierarchy. Page 10

14 NOTE 4 PROPERTY AND EQUIPMENT, NET As of December 31, 2015 and 2014, property and equipment consisted of the following: Land $ 7,463,063 $ 7,463,063 Buildings and improvements 33,409,193 33,409,193 Office furniture and equipment 7,098,401 7,464,704 47,970,657 48,336,960 Accumulated depreciation (16,964,339) (16,699,862) 31,006,318 31,637,098 Construction in progress 410,487 Property and equipment net $ 31,006,318 $ 32,047,585 Depreciation expense was $1,121,439 and $1,135,785 for the years ended December 31, 2015 and 2014, respectively. NOTE 5 BONDS PAYABLE In June 2001, the District of Columbia issued $42,000,000 in variable rate tax exempt revenue bonds (District of Columbia Revenue Bonds The Henry J. Kaiser Family Foundation Issue Series 2001) (the DC Bonds ) on behalf of the Foundation. The DC Bonds were repaid in 2015 with the proceeds from the issuance of taxable fixed rate bonds (see below). The DC Bonds bore interest, payable monthly, in arrears, at various weekly rates, as defined, which ranged from 0.05% to 0.14% during 2015 and from 0.06% to 0.32% during The DC Bonds represented an unsecured general obligation of the Foundation. As of December 31, 2014, the effective interest rate of the DC Bonds was 0.07%. Interest expense was approximately $18,000 and $53,000 for the years ended December 31, 2015 and 2014, respectively. In conjunction with the agreement, the Foundation was required to be in compliance with certain covenants. In June 2015, the Foundation issued $100,000,000 in interest only taxable fixed rate bonds: $65,000,000 of Henry J. Kaiser Family Foundation Bond 3.356% 12/1/2025 (the 2025 Bonds ) and $35,000,000 of Henry J. Kaiser Foundation Bond 4.407% 12/1/2045 (the 2045 Bonds ). Interest expense for the year ended December 31, 2015, was as follows: Henry J. Kaiser Family Foundation Bond 3.356% 12/1/2025 $65 million $ 1,048,884 Henry J. Kaiser Family Foundation Bond 4.407% 12/1/2045 $35 million 564, $ 1,613,668 The proceeds of the new bond issue were used to retire the DC Bonds and the Northern Trust Loan (see Note 6). The new issuance is unsecured and rated AAA by Standard and Poors at issuance. Interest rate swap agreements Prior to 2015, Interest rate swap agreements ( Swaps ) were used by the Foundation to mitigate the risk of changes in interest rates associated with variable interest rate indebtedness. Under such arrangements, variable rate indebtedness was converted to fixed rates based on a notional principal amount. The Swaps related to the DC Bonds effectively fixed the interest rate on a notional amount of $42,000,000 at 3.46% for the remaining term of the DC Bonds (see Note 3). As the Foundation retired its variable interest rate indebtedness and did not retire its Swaps, these Swaps no longer mitigate an operational risk, but instead reflect an investment thesis predicated on rising interest rates. As such, the Swaps have been reclassified to investment within the Foundation s investment portfolio in Interest expense related to these Swaps, prior to reclassification to investments in 2015, was approximately $581,000 and $1,408,000 for the years ended December 31, 2015 and 2014, respectively. Page 11

15 NOTE 6 NOTES PAYABLE In February 2011, the Foundation secured a $35,000,000, six year, variable rate, interest only loan with its custodial bank, The Northern Trust Company (the Northern Trust Loan ), of which $31,500,000 had been drawn as of December 31, The Northern Trust Loan was secured by the Foundation s Level 1 equity and fixed income securities and cash and cash equivalents, and was repaid in 2015 with proceeds from the issuance of the $100,000,000 taxable fixed rate bonds (see Note 5). Interest expense for the Northern Trust Loan was approximately $138,000 and $273,000 for the years ended December 31, 2015 and 2014, respectively. In conjunction with the Northern Trust Loan borrowing, the Foundation also entered into an interest rate swap agreement with Northern Trust effectively fixing the interest rate of the $31,500,000 loan at 2.94%. This swap agreement was not retired in conjunction with the loan repayment and will expire in February of The Swaps have been reclassified to investment within the Foundation s investment portfolio in 2015 (see Notes 3 and 5). Interest expense related to this swap agreement, prior to reclassification to an investment in 2015, was approximately $438,000 and $889,000, respectively. Line of credit In January 2015, the Foundation renewed a $35,000,000 revolving line of credit agreement with Bank of America for operational purposes. The outstanding balance accrues interest at the annual rate of LIBOR Daily Floating rate plus fifty (50) basis points and is paid on a monthly basis in arrears on amounts drawn. Additionally, all undrawn amounts are subject to a commitment fee of ten (10) basis points annually, also paid on a monthly basis in arrears. The Foundation repaid all outstanding principal and interest in December 2015, prior to the expiration date of the agreement, which was January 2, Interest expense for the revolving line of credit was approximately $247,000 and $145,000 for the years ended December 31, 2015 and 2014, respectively. In December 2015, the Foundation renewed the $35,000,000 revolving line of credit agreement with Bank of America with the same terms and conditions for calendar year NOTE 7 FEDERAL, STATE, AND LOCAL TAXES The provision for current and deferred taxes for the years ended December 31, 2015 and 2014, was as follows: Provision for federal excise taxes Current $ 2,106 $ 461,057 Deferred (2,131,798) 2,005,492 (2,129,692) 2,466,549 Other federal, state and local taxes 15,954 (61,470) $ (2,113,738) $ 2,405,079 The Foundation has been a private operating foundation exempt from income tax under Internal Revenue Code (the Code ) 501(c)(3) and, as such, subject to a federal excise tax on net investment income at a rate of 2%, or 1% if certain distribution criteria are met. The Foundation received an advance ruling from the IRS of public charity status for a 60 month period beginning January 1, If the Foundation satisfies the requirements of section 507(b)(1)(B) of the Code, the Foundation will no longer be subject to the federal excise tax on net investment income. For the year ended December 31, 2014, the Foundation s excise tax rate was 2%. In addition, the Foundation records deferred excise taxes, which arise primarily from unrealized tax basis gains on investments. For the year ended December 31, 2015, deferred taxes have been calculated at an effective rate of 2%, which is the maximum rate possible to be paid by the Foundation on such amounts. Page 12

16 NOTE 8 TEMPORARILY RESTRICTED NET ASSETS AND NET ASSETS RELEASED FROM RESTRICTIONS As of December 31, 2015 and 2014, temporarily restricted net assets consisted of the following: U.S. role in global health $ 937,355 $ 3,538,408 U.S. health policy analysis and reporting 7,345,490 6,416,838 Public education partnerships 1,790,813 1,275,415 Net assets released from restrictions for the years ended December 31, 2015 and 2014, were as follows: $ 10,073,658 $ 11,230,661 U.S. role in global health $ 2,601,183 $ 2,408,124 U.S. health policy analysis and reporting 2,739,787 2,906,876 Public education partnerships 2,434,743 1,440,748 $ 7,775,713 $ 6,755,748 NOTE 9 EMPLOYEE RETIREMENT AND OTHER ACCRUED BENEFITS The Foundation sponsored a qualified defined benefit pension plan for substantially all of its employees, based on years of service and average compensation (compensation of a participant averaged over the three consecutive plan years that produce the highest yearly average). Employees vested in their benefits under the following schedule: 20% after three years of service, 40% after four years of service, and 100% after five years of service. The defined benefit pension plan was amended on January 7, 2013, to cease all future benefit accruals effective February 28, 2013, and to fully vest all active employees with service through December 31, As a result, the pension benefit formula did not reflect future salary increases or benefit service after February 28, The Foundation received an IRS determination letter dated April 14, 2015, approving termination of the defined benefit pension plan as of September 30, Benefits and plan assets were distributed prior to December 31, In addition, the Foundation provides certain postretirement health care benefits to eligible employees. Estimated cost is accrued over periods of employee service on an actuarially determined basis. The Foundation has determined that prescription drug benefits included in its postretirement health care plan are actuarially equivalent to Part D of the Medicare Prescription Drug Improvement and Modernization Act of However, as the amount of subsidy the Foundation is eligible for is not material, no reduction has been made to the postretirement obligations included in the accompanying financial statements. The Foundation used a December 31 measurement date for its defined benefit pension plan and its other postretirement benefit plan. The Foundation also sponsors a qualified defined contribution plan covering substantially all of its employees. The plan is funded by employee and employer contributions. The Foundation contributes an amount based upon eligible compensation as defined in the plan. Pension expense related to this plan was approximately $2,544,000 and $2,454,000 for the years ended December 31, 2015 and 2014, respectively. In addition, accounts payable, accrued benefits, and other liabilities on the statements of financial position included approximately $714,000 and $608,000 of accrued employee benefits associated with certain unfunded executive compensation plans, which provided for life insurance and certain other benefits and approximately $3,589,000 and $3,408,000 of accrued flexible time off and sabbatical leave as of December 31, 2015 and 2014, respectively. Page 13

17 Obligations and funded status For the years ended December 31, 2015 and 2014, the benefit obligations, the fair value of assets, and the funded status for the defined benefit, including a nonqualified defined pension plan for a former executive, and the postretirement benefit plans are as follows: Pension Benefits Other Postretirement Benefits Projected benefit obligation as of January 1 $ 20,175,748 $ 17,581,800 $ 30,289,301 $ 20,821,476 Service cost 2,087,591 1,234,689 Interest cost 746, ,666 1,350,382 1,023,250 Benefits paid (19,524,902) (1,617,993) (331,578) (307,237) Actuarial (gain) loss (1,397,716) 3,410,275 (4,607,432) 7,517,123 Projected benefit obligation as of December 31 20,175,748 28,788,264 30,289,301 Fair value of plan assets as of December 31 13,151,301 4,739,861 4,655,263 Funded status $ $ (7,024,447) $ (24,048,403) $ (25,634,038) The costs, contributions, and benefits paid for the years ended December 31, 2015 and 2014, for the defined benefit and the postretirement benefit plans are as follows: Benefit cost $ 4,752,355 $ 285,502 $ 3,931,537 $ 2,056,095 Employer contribution 6,865, , ,000 Expenses paid (154,933) Benefits paid (19,524,902) (1,617,993) (331,578) (307,237) Amounts not yet reflected in net periodic benefit cost, included in the change in net assets as of December 31, 2015 and 2014, consisted of the following: Pension Benefits Other Postretirement Benefits Prior service cost $ $ $ (491,168) $ (554,816) Accumulated loss (4,911,802) (5,980,320) (11,183,844) Accumulated other comprehensive income (4,911,802) (6,471,488) (11,738,660) Cumulative employer contributions in excess of net periodic benefit cost (2,112,645) (17,576,915) (13,895,378) Net amount recognized in statements of financial position $ $ (7,024,447) $ (24,048,403) $ (25,634,038) The components of the pension benefit and other postretirement benefit related changes other than net periodic cost reflected in the statements of activities and changes in net assets for the years ended December 31, 2015 and 2014, are as follows: Pension Benefits Other Postretirement Benefits Amortization of prior service cost $ $ $ (63,648) $ (63,648) Amortization of net (gain) / loss (4,788,315) (393,666) (802,337) (89,602) Net (gain) / loss (123,487) 3,985,657 (4,401,187) 7,598,388 $ (4,911,802) $ 3,591,991 $ (5,267,172) $ 7,445,138 Amounts to be reflected in 2016 are as follows: Pension Benefits Other Postretirement Benefits Prior service cost $ $ 63,648 Accumulated loss 224,746 Accumulated other comprehensive income $ $ 288,394 The accumulated benefit obligation for the defined benefit pension plan was approximately $20,176,000 as of December 31, Page 14

18 Assumptions The weighted average assumptions used in computing the projected benefit obligations as of December 31, 2015 and 2014, are as follows: Pension Benefits Other Postretirement Benefits Discount rate n/a 3.90% 4.45% 4.05% The weighted average assumptions used in computing the net periodic pension cost for the years ended December 31, 2015 and 2014, are as follows: Pension Benefits Other Postretirement Benefits Discount rate 3.90% 4.75% 4.05% 5.05% Expected return on plan assets 8.00% 8.00% 8.00% 8.00% To develop the expected long term rate of return on assets assumption, the Foundation considered the historical returns and the future expectations for returns for each asset class in the qualified defined benefit pension plan s investment fund, as well as its target asset allocation. The trend rate for health care benefits pre 65/post 65 for 2015 and 2014, was 7.25%/11.75% and 7.75%/18.00%, respectively. In subsequent years, the rate of increase is assumed to decline until an ultimate rate of 5.00% is attained in 2024 and 2021 for 2015 and 2014, respectively. Plan assets The reconciliation of the changes in the plan assets of the Foundation s defined benefit pension fund and retirement medical fund as of December 31, 2015 and 2014, was as follows: Defined Benefit Pension Fund Retirement Medical Fund Fair value as of January 1 $ 13,151,301 $ 14,434,846 $ 4,655,263 $ 4,438,671 Actual gain on plan assets (491,399) 489, , ,829 Employer contributions 6,865, , ,000 Expenses paid (154,933) Benefits paid (19,524,902) (1,617,993) (331,578) (307,237) Fair value as of December 31 $ $ 13,151,301 $ 4,739,861 $ 4,655,263 The asset allocation of the Foundation s defined benefit pension fund and retirement medical fund as of December 31, 2015 and 2014, was as follows: Defined Benefit Pension Fund Retirement Medical Fund Asset Classes Level 1 Cash and cash equivalents $ $ 2,104,208 $ 587,157 $ 651,737 Marketable equity securities 7,496,242 3,538,506 3,212,132 Fixed income securities 3,419, , ,289 Other 131,513 2,132 93,105 Total Level 1 $ $ 13,151,301 $ 4,739,861 $ 4,655,263 The plans invest in mutual funds that seek a high total return by investing in a portfolio of cash, common stocks, treasuries, corporate bonds, mortgage backed international fixed income securities, and money market instruments. Page 15

19 Allocation of plan assets may change over time based upon investment manager determination of the relative attractiveness of each security type. The Foundation periodically assesses allocation of plan assets by investment type and evaluates external sources of information regarding the long term historical returns and expected future returns for each investment type. The Foundation s target and actual asset allocation at December 31, 2015 and 2014, are as follows: Defined Benefit Pension Fund Target Allocation Actual Allocation Target Allocation Actual Allocation Cash and cash equivalents 0.00% 0.00% 9.00% 16.00% Marketable equity securities 0.00% 0.00% 79.00% 57.00% Fixed income securities 0.00% 0.00% 12.00% 26.00% Other 0.00% 0.00% 0.00% 1.00% 0.00% 0.00% % % Retirement Medical Fund Target Allocation Actual Allocation Target Allocation Actual Allocation Cash and cash equivalents 3.00% 12.39% 3.00% 14.00% Marketable equity securities 80.00% 74.65% 80.00% 69.00% Fixed income securities 15.00% 12.91% 15.00% 15.00% Other 2.00% 0.04% 2.00% 2.00% % % % % Estimated Future Benefit Payments Anticipated future benefit payments, which reflect future services, to be paid either from future contributions to the plan or directly from plan assets, are as follows: Other Postretirement Year Ending December 31, Pension Benefits Benefits 2016 N/A $ 398, N/A 445, N/A 501, N/A 592, N/A 675, N/A 4,864,000 NOTE 10 LEASE COMMITMENT The Foundation leases office facilities under a noncancelable operating lease for a ten year period, expiring July 2021, with options to extend for two additional ten year periods. Future minimum lease payments under the office facility lease commitment for years ending December 31 are as follows: Year Ending December 31, 2016 $ 2,240, ,305, ,371, ,439, ,509,000 Thereafter 1,272,000 Total $ 13,136,000 Rent expense for the office facilities was approximately $2,178,000 and $2,118,000 for the years ended December 31, 2015 and 2014, respectively. Page 16

20 NOTE 11 SUBSEQUENT EVENT In December 2015, the Foundation renewed a $35,000,000 revolving line of credit agreement with Bank of America for operational purposes, of which $20,000,000 was drawn as of June 1, The outstanding balance accrues interest at the annual rate of LIBOR Daily Floating rate plus fifty (50) basis points and is paid on a monthly basis in arrears on amounts drawn. Additionally, all undrawn amounts are subject to a commitment fee of ten (10) basis points annually, also paid on a monthly basis in arrears. The Foundation must repay all outstanding principal and interest at the expiration date of the agreement, which is currently January 2, ASC Topic 855, Subsequent Events, requires accounting for and disclosures of events that occur after the date of the statements of financial position, but before the financial statements are issued or are available to be issued. The Foundation evaluated subsequent events through June 20, 2016, the date the financial statements were issued, and determined that no additional disclosures were necessary. Page 17

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