Goodwill Industries of Dallas, Inc. and Goodwill Industries of Dallas Foundation, Inc.

and Goodwill Industries of Dallas Foundation, Inc. Audited Combined Financial Statements

and Goodwill Industries of Dallas Foundation, Inc. Audited Combined Financial Statements Table of Contents Independent Auditors Report 1 Page Combined Statement of Financial Position, (with comparative totals for 2012) Combined Statement of Activities, For the year ended (with comparative totals for 2012) Combined Statement of Cash Flows, For the year ended (with comparative totals for 2012) Combined Statement of Functional Expenses, For the year ended December 31, 2013 (with comparative totals for 2012) 3 4 5 6 Notes to Combined Financial Statements 8 Supplemental Information: Goodwill Industries of Dallas, Inc., Schedule of Financial Position, December 31, 2013 Goodwill Industries of Dallas, Inc., Schedule of Activities, For the year ended Goodwill Industries of Dallas, Inc., Schedule of Functional Expenses, For the year ended, Schedule of Financial Position,, Schedule of Activities, For the year ended 21 22 23 24 25

A H S ALBRIGHT, HILL & SUMPTER CERTIFIED PUBLIC ACCOUNTANTS A Professional Corporation Independent Auditors Report Board of Directors Goodwill Industries of Dallas, Inc. 3020 North Westmoreland Dallas, Texas 75212 Report on the Financial Statements We have audited the accompanying combined financial statements of Goodwill Industries of Dallas, Inc. and which comprise the Combined Statements of Financial Position as of and the related Combined Statements of Activities, Cash Flows, Functional Expenses and the related notes to the combined financial statements for the year then ended. The prior year summarized comparative information has been derived from Goodwill Industries of Dallas, Inc. and Goodwill Industries of Dallas Foundation, Inc. s 2012 combined financial statements on which we expressed an unqualified opinion dated June 19, 2013. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these combined 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 error or fraud. Auditors Responsibility Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit 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 combined financial statements are free of material misstatements. An audit includes performing procedures to obtain audit evidence about amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity s 12160 North Abrams Road Suite 412 Dallas, Texas 75243 972.270.5452 972.686.4216 Fax

Board of Directors Page 2 Goodwill Industries of Dallas, Inc. 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 combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Goodwill Industries of Dallas, Inc. and, as of and the changes in their net assets and cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Our audit was conducted for the purpose of forming an opinion on the combined financial statements as a whole. The accompanying schedules on pages 21-25 are presented for purposes of additional analysis and are not a required part of the combined financial statements. Such information is the responsibility of management and was derived from, and relates directly to, the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. Albright, Hill & Sumpter, PC Certified Public Accountants June 20, 2014

Combined Statement of Financial Position (with comparative totals for 2012) Assets Current assets Cash and cash equivalents: Goodwill 2013 Goodwill Foundation Total 2012 Comparative Totals Cash and money market - operating $ 1,781,214 $ 990,382 $ 2,771,596 $ 2,861,853 Money market - capital reserve 788,329-788,329 2,121,625 Total cash and cash equivalents 2,569,543 990,382 3,559,925 4,983,478 Marketable securities, at fair value: Operating and capital reserve 12,362,460 6,816,150 19,178,610 14,530,979 Accounts receivable 233,801 29,585 263,386 236,165 Pledges receivable 718,375-718,375 793,450 Prepaid expenses and deferred charges 162,549 7,500 170,049 318,748 Inventories 1,051,119-1,051,119 956,656 Total current assets 17,097,847 7,843,617 24,941,464 21,819,476 Long-term pledges receivable 861,100-861,100 1,046,850 Discount to present value (27,556) - (27,556) (79,007) Discounted pledges receivable 833,544-833,544 967,843 Prepaid pension obligation 175,817-175,817 - Land, building, equipment and improvements, net 33,962,744-33,962,744 33,235,842 Total assets $ 52,069,952 $ 7,843,617 $ 59,913,569 $ 56,023,161 Liabilities and Net Assets Current liabilities Accounts payable $ 533,196 $ 110 $ 533,306 $ 565,227 Accrued expenses 489,840-489,840 476,608 Deferred revenue 35,015-35,015 37,600 Total current liabilities 1,058,051 110 1,058,161 1,079,435 Long-term liabilities Unfunded accumulated pension benefit obligation - - - 2,193,131 Total liabilities 1,058,051 110 1,058,161 3,272,566 Unrestricted net assets Undesignated 49,911,901 7,843,507 57,755,408 51,750,595 Board designated endowment 1,000,000-1,000,000 1,000,000 Total unrestricted net assets 50,911,901 7,843,507 58,755,408 52,750,595 Temporarily restricted net assets 100,000-100,000 - Total net assets 51,011,901 7,843,507 58,855,408 52,750,595 Total liabilities and net assets $ 52,069,952 $ 7,843,617 $ 59,913,569 $ 56,023,161 The accompanying notes are an integral part of this statement. 3

Combined Statement of Activities For the year ended (with comparative totals for 2012) Goodwill Public support and other revenue Public support United Way contributions 918,452 2013 Goodwill Foundation Total 2012 Comparative Totals $ $ - $ 918,452 $ 833,232 Donated goods 8,173,059-8,173,059 7,743,860 Special events - 205,627 205,627 162,280 Other contributions 884,865 155,776 1,040,641 730,677 Total public support 9,976,376 361,403 10,337,779 9,470,049 Other revenue Retail sales of donated goods 9,223,213-9,223,213 7,800,995 Industrial services 352,348-352,348 198,414 Workforce development 708,656-708,656 704,896 Investment income 497,507 798,323 1,295,830 542,909 Miscellaneous 13,730-13,730 128,911 Total other revenue 10,795,454 798,323 11,593,777 9,376,125 Net assets released from restrictions - - - - Total public support and other revenue 20,771,830 1,159,726 21,931,556 18,846,174 Expenses Program services Donated goods 12,549,350-12,549,350 11,518,655 Industrial services 523,487-523,487 393,437 Workforce development 1,381,970-1,381,970 1,171,049 Supporting services and general 3,275,534 98,529 3,374,063 2,857,901 Total expenses 17,730,341 98,529 17,828,870 15,941,042 Excess of public support and other revenue over expenses 3,041,489 1,061,197 4,102,686 2,905,132 Change in unfunded accumulated pension benefit obligation 1,902,127-1,902,127 (631,071) Increase in unrestricted net assets 4,943,616 1,061,197 6,004,813 2,274,061 Change in temporarily restricted net assets Public support and other revenue Contributions 100,000-100,000 - Net assets released from restrictions - - - - Change in temporarily restricted net assets 100,000-100,000 - - Increase in net assets 5,043,616 1,061,197 6,104,813 2,274,061 Inter-organization transfers 228,931 (228,931) - - Net assets at beginning of year 45,739,354 7,011,241 52,750,595 50,476,534 Net assets at end of year $ 51,011,901 $ 7,843,507 $ 58,855,408 $ 52,750,595 The accompanying notes are an integral part of this statement. 4

Combined Statement of Cash Flows For the year ended (with comparative totals for 2012) 2013 2012 Goodwill Goodwill Foundation Total Comparative Totals Cash Flows From Operating Activities Change in net assets $ 5,043,616 $ 1,061,197 $ 6,104,813 $ 2,274,061 Inter-organization transfers 228,931 (228,931) - - Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation 1,187,483-1,187,483 1,132,455 Net (gain) loss on disposal of fixed assets (20,176) - (20,176) 17,661 Net unrealized (gain) loss on investments (567,753) (953,130) (1,520,883) 245,520 Net realized loss (gain) on investments 235,523 252,094 487,617 (190,598) Changes in operating assets: Accounts receivable and accrued interest (39,068) - (39,068) (5,553) Pledges receivable 209,374 11,847 221,221 722,340 Inventories (94,463) - (94,463) (68,364) Prepaid expenses and deferred charges 150,199 (1,500) 148,699 (24,256) Changes in operating liabilities: Accounts payable (29,523) (2,398) (31,921) (53,752) Accrued expenses 13,232-13,232 138,469 Deferred revenue (2,585) - (2,585) (53,236) (Decrease) in unfunded accumulated pension obligation of defined benefit plan (2,368,948) - (2,368,948) (142,030) Net cash provided by operating activities 3,945,842 139,179 4,085,021 3,992,717 Cash Flows From Investing Activities Purchase of land, buildings and equipment (1,894,209) - (1,894,209) (2,950,444) Proceeds from sale of maturities of investments 2,599,945 1,460,016 4,059,961 4,753,728 Purchase of investments (6,572,710) (1,101,616) (7,674,326) (4,881,975) Net cash (used in) provided by investing activities (5,866,974) 358,400 (5,508,574) (3,078,691) Net (decrease) increase in cash (1,921,132) 497,579 (1,423,553) 914,026 Cash and cash equivalents at beginning of year 4,490,675 492,803 4,983,478 4,069,452 Cash and cash equivalents at end of year $ 2,569,543 $ 990,382 $ 3,559,925 $ 4,983,478 Supplemental data: Interest paid $ - $ - $ - $ - The accompanying notes are an integral part of this statement. 5

Combined Statement of Functional Expenses For the year ended (with comparative totals for 2012) Goodwill Industries of Dallas, Inc. Program Services Donated Goods Industrial Contracts Workforce Development Supporting Services and General Salaries and wages $ 6,811,602 $ 391,976 $ 955,588 $ 1,095,308 Employee health and retirement benefits 1,117,877 59,853 221,622 180,392 Payroll taxes 731,760 33,326 80,316 96,574 Professional fees and contract labor 165,655 2,119 14,551 258,139 Supplies 916,572 17,987 10,990 36,441 Telephone 55,594 30 6,695 25,597 Postage 22,008 102 66 2,812 Occupancy 674,833-8,464 469,704 Equipment rental and repair 119,821 1,972 2,120 77,190 Printing 136,177 926 5,086 57,707 Transportation 799,487 10,606 34,691 22,207 Depreciation 819,294 4,336 27,484 336,369 Membership dues 199-901 136,217 Awards 2,360-1,155 431 Conferences and meetings 3,675 229 1,967 5,165 Fund raising activities - - - 421,350 Other 172,436 25 10,274 53,931 $ 12,549,350 $ 523,487 $ 1,381,970 $ 3,275,534 The accompanying notes are an integral part of this statement. 6

Combined Statement of Functional Expenses For the year ended (with comparative totals for 2012) 2012 Total Goodwill Foundation Total Comparative Totals $ 9,254,474 $ - $ 9,254,474 $ 8,446,269 1,579,744-1,579,744 1,200,018 941,976-941,976 849,681 440,464 44,863 485,327 405,542 981,990 325 982,315 1,029,443 87,916-87,916 75,858 24,988 409 25,397 19,177 1,153,001-1,153,001 1,147,163 201,103-201,103 168,806 199,896 7,322 207,218 205,361 866,991 161 867,152 814,284 1,187,483-1,187,483 1,132,455 137,317-137,317 132,000 3,946 1,200 5,146 6,365 11,036-11,036 9,346 421,350 42,018 463,368 93,291 236,666 2,231 238,897 205,983 $ 17,730,341 $ 98,529 $ 17,828,870 $ 15,941,042 The accompanying notes are an integral part of this statement. 7

Notes to Combined Financial Statements NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES In fulfilling its responsibility for the preparation of Goodwill Industries of Dallas, Inc. and s (collectively Goodwill) combined financial statements and disclosures, management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires estimating, matching and timing of revenue and costs in the determination of support and expenditures. It is also necessary for management to determine, measure, allocate and make certain assumptions regarding resources and obligations within the financial process according to these principles. Below are certain significant accounting policies selected by management. Nature and Purpose of Goodwill Industries of Dallas, Inc. Goodwill Industries of Dallas, Inc. (the Organization) is a not-for-profit organization providing training and employment to persons with disabilities and disadvantages to help them transform their lives through the power of jobs. The Organization s principal services are divided into three programs: the donated goods program, the industrial services program and the workforce development program. The donated goods program provides employment through the collection, sorting and sale of donated merchandise. Revenue from this program is generated from the donated and ultimate sale of the donated merchandise. The industrial services program provides jobs and training opportunities through packaging and light bench work services. Revenue from this program is derived from contracts with local companies. The workforce development program offers employment training and job placement. Revenue from this program is generated from contracts with state and private agencies. Nature and Purpose of (the Foundation) is an independent not-for-profit foundation established to accumulate a permanent board designated endowment to support the continuing operations of Goodwill Industries of Dallas, Inc. The Foundation derives its revenue from contributions, interest, dividends and capital appreciation from the Foundation s investment portfolio. The Foundation s by-laws provide that distributions to Goodwill Industries of Dallas, Inc. shall be made only from the income of assets held by the Foundation after the market value of the principal of its assets, determined by the directors of the Foundation, exceeds $1,000,000. 8

Notes to Combined Financial Statements Basis of Presentation and Principles of Combination The accompanying combined financial statements include the accounts of Goodwill Industries of Dallas, Inc. and (collectively Goodwill). All inter-organization balances and transactions have been eliminated. The combined financial statements have been prepared using the accrual method of accounting and conform to accounting principles generally accepted in the United States of America (GAAP). As required by GAAP, net assets, revenues, expenses, gains and losses are classified based on the existence or absence of donor-imposed restrictions. To help ensure observance of limitations and restrictions placed on the use of resources available to Goodwill, the amounts are maintained in accordance with FASB ASC 958. This is the procedure by which resources are classified for accounting and reporting purposes into net asset categories established according to their nature. In the combined financial statements, accounts that have similar characteristics have been combined into two net asset categories: temporarily restricted and unrestricted. Unrestricted net assets are not restricted by donors or the donor-imposed restrictions have expired. Temporarily restricted net assets contain donor-imposed restrictions that permit Goodwill to use or expend the assets as specified. When the donor restriction expires, that is, when a stipulated time restriction ends or the purpose of the restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and are reported in the Combined Statement of Activities as net assets released from restrictions. Cash Equivalents Goodwill considers all highly liquid investments with a maturity of one year or less, when purchased, to be cash equivalents. Goodwill maintains cash balances and certificates of deposit which, at times, may exceed federally insured limits. Goodwill has not experienced any losses in such accounts and believes it is not exposed to any significant risk on cash. Accounts Receivable Accounts receivable is reported in the Combined Statement of Financial Position at net realizable value. An allowance for doubtful accounts is recognized by Goodwill based upon a review of specific customer balances, historical losses (bad debts) 9

Notes to Combined Financial Statements incurred and general economic conditions. As of, all accounts receivable balances were considered fully collectable and; accordingly, no allowance for uncollectable accounts receivable has been provided. Pledges Receivable Pursuant to GAAP, when a promise to give is made, a pledge receivable is recorded and reflected as revenue. Pledges to be received over multiple years are discounted to estimated net present value. As of, a discount rate of 3.2% (which is the rate of return on Goodwill s fixed income investments) was used. Investments Investments in marketable securities with readily determinable fair values and investments in debt securities are valued at their estimated fair values in the Combined Statement of Financial Position. Inventories Inventories, consisting primarily of donated goods held in store locations, are valued in the combined financial statements using an estimation method. The costs of restoring these items to marketable conditions are expensed as incurred. Land, Buildings, Equipment and Improvements Land, buildings, equipment and improvements are stated at cost at the date of acquisition or fair value at the date of donation in the case of gifts. Goodwill capitalizes land, buildings, equipment and improvements with a cost of over $1,000 and an estimated useful life of 3 to 50 years. Depreciation on fixed assets is calculated using the straight-line method. Depreciation expense for the year ended was $1,187,483. Management evaluates its long-lived assets for financial impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. An impairment loss is recognized when the estimated undiscounted cash flows from the assets are less than the carrying value of the assets. Assets to be disposed of are reported at the lower of their carrying amount, or fair value, less costs to sell. Donated Assets and Services Donated assets are recorded at estimated fair value at the date of donation. In 2013, no fixed assets were donated. 10

Notes to Combined Financial Statements Goodwill receives donations of inventory which are valued based on an estimation method. As of and for the year ended, $8,173,059 was recognized as donated goods, $8,115,301 was recorded as cost of goods sold and the difference of $57,578 represents an increase in inventory which is included in retail sales. In addition, many individuals volunteer time and perform a variety of tasks that assist Goodwill with its programs and fund raising events. No amount has been reflected in the combined financial statements for these donated services since the volunteers time does not meet the criteria for recognition under the Financial Accounting Standards Board (FASB) ASC 958, Accounting for Contributions Received and Contributions Made. Federal Income Tax Goodwill is tax exempt under Section 501(c)(3) of the Internal Revenue Code as a non-profit organization except to the extent that it has unrelated business income. Goodwill had no taxable unrelated business income or debt-financed income for the year ended. Accordingly, no provision has been made for federal income taxes in the accompanying combined financial statements. Credit Risk Concentration Financial instruments that potentially subject Goodwill to concentrations of credit risk are primarily accounts and pledges receivable. As of, approximately 66% of accounts and pledges receivable were due from three donors. Use of Estimates The preparation of combined financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. Significant estimates used in these combined financial statements primarily relate to the valuation of investments, pledges and inventories and lives used to depreciate fixed assets. Actual results could differ from these estimates. 11

Notes to Combined Financial Statements NOTE 2 INVESTMENTS The following reflects the investment categories and respective cost and estimated fair values as of and 2012: 2013 Estimated Cost Fair Value Fixed income U.S. treasuries $ 49,953 $ 51,252 International bonds 2,744,882 2,687,925 Freddie Mac, Fannie Mae and Ginnie Mae 198,768 195,190 Other 5,589,320 5,498,918 Hartford world bond fund 500,000 490,269 Hartford floating rate fund 2,220,900 2,259,918 Total fixed income 11,303,823 11,183,472 Equities U.S. stocks 2,463,884 5,228,362 International stocks 1,095,334 1,443,010 Electronically traded funds 1,592,682 1,323,766 Total equities 5,151,900 7,995,138 Total investments $ 16,455,723 $ 19,178,610 2012 Estimated Cost Fair Value Fixed income U.S. treasuries $ 49,953 $ 52,250 International bonds 1,340,408 1,323,775 Freddie Mac, Fannie Mae and Ginnie Mae 19,477 118,509 Other 3,592,734 3,512,092 Hartford floating rate fund 2,443,695 2,126,527 Total fixed income 7,446,267 7,133,153 Equities U.S. stocks 2,474,354 4,098,698 International stocks 1,089,383 1,355,950 Hedge funds 1,733,226 1,082,849 Electronically traded funds 660,401 860,329 Total equities 5,957,364 7,397,826 Total investments $ 13,403,631 $ 14,530,979 12

Notes to Combined Financial Statements The following summarizes the investment return and its classifications in the Combined Statement of Activities for the years ended and 2012: 2013 2012 Interest and dividends $ 262,564 $ 452,700 Unrealized and realized gains 1,033,266 90,209 Total investment return $ 1,295,830 $ 542,909 Approximate maturities of fixed income investments as of were as follows: Maturity Estimated Fair Value < 1 year and mutual funds $ 7,702,084 1-5 years 3,286,198 6-15 years - > 15 years 195,190 Total $ 11,183,472 Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurements, establishes a framework for measuring value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives highest priority to unadjusted quoted fair prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that Goodwill has the ability to access. Level 2 Inputs to the valuation methodology include: Quoted prices for similar assets or liabilities in active markets; Quoted prices for identical or similar assets or liabilities in inactive markets; Inputs other than quoted prices that are observable for the asset or liability; Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means. 13

Notes to Combined Financial Statements If the asset or liability has a specified contractual term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The assets or liabilities fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for assets measured at fair value: Money Market Funds: Valued at the net asset value (NAV) per unit at year end. Equity Securities: Debt Securities: Quoted market prices. Valued using quoted prices for investments with similar yields and bond ratings. The methods described above may produce fair value estimates that may not be indicative of net realized value or reflective of future fair values. Furthermore, although Goodwill believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table sets forth by level, within the fair value hierarchy, Goodwill s investments at estimated fair value as of : Level 1 Level 2 Level 3 Total Equity securities $ 7,995,138 $ - $ - $ 7,995,138 Debt securities - 11,183,472-11,183,472 $ 7,995,138 $ 11,183,472 $ - $ 19,178,610 NOTE 3 PLEDGES RECEIVABLE Pledges receivable represent unconditional promises to give as of December 31, 2013. Goodwill reports pledges receivable at present value using a discount rate of 3.2%. 14

Notes to Combined Financial Statements Pledges receivable as of were as follows: Pledges Receivable Due Gross Amount Discount Estimated Present 2014 $ 718,375 $ - $ 718,375 2015 625,400 20,013 605,387 2016 117,900 3,773 114,127 2017 117,800 3,770 114,030 Total $ 1,579,475 $ 27,556 $ 1,551,919 NOTE 4 LAND, BUILDINGS, EQUIPMENT AND IMPROVEMENTS Land, buildings, equipment and improvements are recorded at cost and consisted of the following at and 2012: 2013 2012 Land $ 8,686,970 $ 7,884,964 Buildings 28,029,189 27,847,530 Building improvements 2,271,162 1,805,308 Machinery and equipment 1,570,594 1,371,610 Furniture and fixtures 2,654,360 2,516,448 Automotive equipment 2,636,025 2,455,666 Accumulated depreciation (11,901,325) (10,812,773) Net depreciable 33,946,975 33,068,753 Construction in process 15,769 167,089 $ 33,962,744 $ 33,235,842 NOTE 5 AFFILIATIONS Goodwill is affiliated with Goodwill Industries International, Inc. NOTE 6 PENSION PLAN Goodwill sponsors a noncontributory defined benefit plan (the Plan) covering substantially all employees. Benefits under the Plan are based on age, years of service and compensation earned prior to retirement. Goodwill intends to fund the Plan through annual contributions at least equal to the amount required to maintain the minimum funding standards under the Employee Retirement Income Security Act of 1974. The Plan s assets consist primarily of fixed interest contracts, common stocks and debt securities held in investment funds managed by the Plan s trustees. 15

Notes to Combined Financial Statements The following tables provide a reconciliation of the changes in the Plan s benefit obligations and fair value of the Plan s assets at : Change in benefit obligations: Benefit obligation at beginning of year $ 8,613,909 Service cost 553,179 Interest cost 337,261 Change in assumptions (703,342) Actuarial gain (20,015) Expense charges (56,872) Benefits paid (361,038) Benefit obligation at end of year $ 8,363,082 Change in plan assets: Fair value of plan assets at beginning of year $ 6,420,778 Actual return on plan assets 1,076,031 Employer contributions 1,460,000 Benefits and expense charges paid (417,910) Fair value of plan assets at end of year $ 8,538,899 Funded status - prepaid: Unrecognized net actuarial loss $ - Unrecognized prior service cost - Prepaid benefit cost 175,817 Unfunded projected pension obligation, net of prepaid pension cost $ 175,817 The above projected accumulated pension obligation is included as long-term debt in the accompanying Combined Statement of Financial Position. The following table provides the components of net periodic retirement costs as determined by independent actuaries for the year ended : Service costs $ 553,179 Interest costs 337,261 Expected return on plan assets (484,214) Recognized actuarial losses 304,941 Net periodic retirement cost $ 711,167 The projected benefit obligation was determined by using a pre-retirement discount rate of 4.60% and post-retirement discount rate of 5.50% as well as rate of compensation increases of 2.5% and social security wage increases of 4.5%. The expected long-term rate of return on plan assets is 7.0%. 16

Notes to Combined Financial Statements The following disclosures are made pursuant to FASB ASC 715: Reconciliation of Items Not Yet Reflected in Net Periodic Benefit Cost Jan. 1, 2013 Reclassified as Net Periodic Benefit Cost Amounts Arising During Period Dec. 31, 2013 Transition obligation asset $ - $ - $ - $ - Net prior service cost of credit $ - $ - $ - $ - Net (gain) or loss $ 3,160,365 $ 304,941 $ (1,315,174) $ 2,150,132 Estimated Effect in Next Fiscal Year - Items Not Yet Reflected in Net Periodic Benefit Cost Estimated Amounts to be Reclassified as Net Jan. 1, 2014 Periodic Benefit Cost Transition obligation or asset $ - $ - Net prior service cost or credit $ - $ - Net (gain) or loss $ 1,540,250 $ 95,328 No plan assets are expected to be returned to the employer during the period January 1, 2013 to. Expected Future Benefit Payments The following benefit payments, which reflect expected future service as appropriate, are expected to be paid: Year 2014 $ 2,931,000 2015 187,000 2016 392,000 2017 196,000 2018 532,000 2019-2023 2,524,000 Total $ 6,762,000 17

Notes to Combined Financial Statements Plan Assets by Category As of % Equity $ 3,073,293 36.0% Fixed income 2,518,309 29.5% General account 2,947,297 34.5% Total $ 8,538,899 100.0% Expected Long-Term Rate of Return on Plan Assets Assumption The expected long-term rate of return on plan assets assumption of 7.0% was selected using the building block approach described by the Actuarial Standards Board in Actuarial Standards of Practice No. 27 Selection Economic Assumptions for Measuring Pension Obligations. Based on Goodwill Industries of Dallas, Inc. s investment policy for the pension plan in effect as of the beginning of the year, a best estimate range was determined for both the real rate of return (net of inflation) and for inflation based on historical 30 year period rolling averages. An average inflation rate within the range equal to 3.75% was selected and added to the real rate of return range to arrive at a best estimate range of 6.63% - 8.86%. The rate of 7.0% within the best estimate range was selected. NOTE 7 FAIR VALUE MEASUREMENTS FASB 820, Fair Value Measurements, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures regarding fair value measurements. Fair value of investments is as disclosed in Note 2. The fair value of cash and cash equivalents, accounts receivable and accounts payable approximates book value due to the short-term nature of these accounts. The fair value of pledges receivable is the present value of the gross amount of pledges receivable as of and represents Goodwill s Level 3 assets. The table below sets forth the activity in Level 3 assets for the year ended : Level 3 Assets Beginning of the year $ 1,761,293 Additions 1,155,000 Collections (1,415,825) Uncollectible - Decrease in discount to present value $ 51,451 1,551,919 18

Notes to Combined Financial Statements NOTE 8 DISCLOSURES ABOUT UNCERTAINTY IN INCOME TAXES UNDER FASB ASC 740 Goodwill files annual information returns. With few exceptions, Goodwill is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2010. Goodwill has adopted the provisions of FASB ASC 740, Accounting for Uncertainty in Income Taxes. As of, there were no unrecognized tax benefits. Goodwill recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in administrative expense. There were no such interest and penalties for 2013. NOTE 9 SUBSEQUENT EVENTS Management has reviewed events occurring subsequent to through the issue date of the financial statements, June 20, 2014. Based on this review, no events have occurred requiring disclosure. 19

Supplemental Schedules 20

Schedule of Financial Position Assets Unrestricted Current assets Cash and cash equivalents: Cash and money market - operating 1,681,214 Temporarily Restricted $ $ 100,000 $ 1,781,214 Money market, capital reserve 788,329-788,329 Total cash and cash equivalents 2,469,543 100,000 2,569,543 Marketable securities, at fair value: Operating and capital reserve 12,362,460-12,362,460 Accounts receivable 233,801-233,801 Pledges receivable 718,375-718,375 Prepaid expenses and deferred charges 162,549-162,549 Inventories 1,051,119-1,051,119 Total current assets 16,997,847 100,000 17,097,847 Long-term pledges receivable 861,100-861,100 Discount to present value (27,556) - (27,556) Discounted pledges receivable 833,544-833,544 Total Prepaid pension obligation 175,817-175,817 Land, buildings, equipment and improvements, net 33,962,744-33,962,744 Total assets $ 51,969,952 $ 100,000 $ 52,069,952 Liabilities and Net Assets Current liabilities Accounts payable $ 533,196 $ - $ 533,196 Accrued expenses 489,840-489,840 Deferred revenue 35,015-35,015 Total current liabilities 1,058,051-1,058,051 Unfunded accumulated pension benefit obligation - - - Total liabilities 1,058,051-1,058,051 Net assets 50,911,901 100,000 51,011,901 Total liabilities and net assets $ 51,969,952 $ 100,000 $ 52,069,952 The accompanying notes are an integral part of this schedule. 21

Schedule of Activities For the year ended Unrestricted Public support and other revenue Public support United Way contributions 918,452 Temporarily Restricted Total $ $ - $ 918,452 Donated goods 8,173,059-8,173,059 Other contributions 884,865 100,000 984,865 Total public support 9,976,376 100,000 10,076,376 Other revenue Retail sales of donated goods 9,223,213-9,223,213 Industrial services 352,348-352,348 Workforce development 708,656-708,656 Investment income 497,507-497,507 Miscellaneous 13,730-13,730 Total other revenue 10,795,454-10,795,454 Net assets released from restrictions - - - Total public support and other revenue 20,771,830 100,000 20,871,830 Expenses Program services: Donated goods 12,549,350-12,549,350 Industrial services 523,487-523,487 Workforce development 1,381,970-1,381,970 Supporting services and general 3,275,534-3,275,534 Total expenses 17,730,341-17,730,341 Excess of public support and other revenue over expenses 3,041,489 100,000 3,141,489 Change in unfunded accumulated pension benefit obligation 1,902,127-1,902,127 Change in net assets 4,943,616 100,000 5,043,616 Transfers from Foundation 228,931-228,931 Net assets at beginning of year 45,739,354-45,739,354 Net assets at end of year $ 50,911,901 $ 100,000 $ 51,011,901 The accompanying notes are an integral part of this schedule. 22

Schedule of Functional Expenses For the year ended Program Services Donated Goods Industrial Contracts Workforce Development Supporting Services and General Total Salaries and wages $ 6,811,602 $ 391,976 $ 955,588 $ 1,095,308 $ 9,254,474 Employee health and retirement benefits 1,117,877 59,853 221,622 180,392 1,579,744 Payroll taxes 731,760 33,326 80,316 96,574 941,976 Professional fees and contract labor 165,655 2,119 14,551 258,139 440,464 Supplies 916,572 17,987 10,990 36,441 981,990 Telephone 55,594 30 6,695 25,597 87,916 Postage 22,008 102 66 2,812 24,988 Occupancy 674,833-8,464 469,704 1,153,001 Equipment rental and repair 119,821 1,972 2,120 77,190 201,103 Printing 136,177 926 5,086 57,707 199,896 Transportation 799,487 10,606 34,691 22,207 866,991 Depreciation 819,294 4,336 27,484 336,369 1,187,483 Membership dues 199-901 136,217 137,317 Awards 2,360-1,155 431 3,946 Conferences and meetings 3,675 229 1,967 5,165 11,036 Fund raising activities - - - 421,350 421,350 Other 172,436 25 10,274 53,931 236,666 $ 12,549,350 $ 523,487 $ 1,381,970 $ 3,275,534 $ 17,730,341 The accompanying notes are an integral part of this schedule. 23

Schedule of Financial Position Assets Cash and cash equivalents $ 990,382 Accounts/pledges receivable 29,585 Marketable securities, at fair value 6,816,150 Prepaid expenses and deferred charges 7,500 Total assets $ 7,843,617 Liabilities and Net Assets Accounts payable $ 110 Unrestricted net assets Undesignated - Board designated endowment - Total unrestricted net assets 7,843,507 Temporarily restricted net assets - Total net assets 7,843,507 Total liabilities and net assets $ 7,843,617 The accompanying notes are an integral part of this schedule. 24

Schedule of Activities For the year ended Unrestricted Temporarily Restricted Total Revenue and support Interest $ - $ - $ - Dividends - - - Contributions 155,776-155,776 Special events 205,627-205,627 Other 798,323-798,323 Net realized and unrealized loss on marketable securities - - - Total 1,159,726-1,159,726 Net assets released from restrictions - - - Total revenue and support 1,159,726-1,159,726 Expenses Distribution to Goodwill Industries of Dallas, Inc. 228,931-228,931 Administrative fees 95,098-95,098 Fund raising activities 3,431-3,431 Total expenses 327,460-327,460 Revenue and support over expenses 832,266-832,266 Net assets at beginning of year 7,011,241-7,011,241 Net assets at end of year $ 7,843,507 $ - $ 7,843,507 The accompanying notes are an integral part of this schedule. 25