BKD, LLP 2011 Clinton Foundation & its Affiliates\Subsidiaries Engagement ‘990 Tax Returns and Independent Audits of TI iam J. Clinton Foundation, Clinton Global initiative, and the Clinton Health Access Initiative Exhibit 14 Mayer Hoffman McCann P.C. Independent Auditors' Report for 2012 and selected sections of the 2011 Clinton Health Access Initiative Amended 990 Tax ReturnMayer Hoffman McCann P.C. Tofias New England Division {500 Boylston Street = Boston, MAO2146 ‘An Independent CPA Fim “Tol: 617.761.0600 = Fox: 617.761.0601 » wuncbeofias.com Independent Auditors’ Report ‘The Board of Directors Clinton Health Access Initiative, Inc, Boston, Massachusetts We have audited the accompanying consolidated financial statements of Clinton Health Access Initiative, Inc. and Subsidiaries (the “Organization”), which comprise the consolidated statement of financial position as of December 31, 2012, and the related consolidated statements of activites, statements of functional expenses and cash flows for the year then ended, and the related notes to the financial statements. ‘Management's Responsibility or the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; 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. Auditors? Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit 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 auditors’ 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.vein Opinion In our opinion, the 2012 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Clinton Health Access Initiative, Inc. and Subsidiaries as of December 31, 2012, and the changes in its net assets and its cash flows for the years then ended in accordance with U.S. generally accepted accounting principles. Other Matters Meg ShymansMelinw A. \ June 28, 2013 Boston, Massachusetts NO VISCCOSHE frGour RESTATED oh. LEAK FOR 8 UNE HT ARCLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Consolidated Statements of Financial Position December 31, 2012 Assets Cash and cash equivalents: $ 9,249,360 $ 5,123,177 Assets held by affiliate 37,032,812 11,847,920 Assets limited as to use 18,106,977, 26,891,784 ‘Accounts receivable 438,460 554,183 Contributions receivable 1,967,780 4,127,910 Grants receivable 960,851 2,837,385 Prepaid expenses 726,215 315,897, Property and equipment, net of accumulated depreciation 355,683 664,590 Total assets S __ 68,838,138 $ _~52,362,846_ Liabilities and Net Assets Accounts payable s 2,592,877 $ 2,426,776 Accrued expenses: 2,129,593 2,093,517 Deferred revenue 21,526,701 6,641,424 Assets held for commodities purchase 13,606,258 23,533,002 Due to afiiate 3,558,496 3,815,555 Total liabilities, 43,413,925 38,510)274— ‘Net assets: Unrestricted deficit (2.097229) 3,421,094) Temporarily restricted 27,521,442 17,273,666 Total net assets 25,424,213 13,852,572, ‘Total liabilities and net assets S _ 68,838,138 $ 52,362,846 ‘See accompanying notes othe consolidated facta statements. 3CLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Consolidated Statements of Activities Years Ended December 31, 2012 2011 Temporarily Unrestricted Restrieted Totat Totat Revenues and support: Contributions $1,596,184 § 43,811,858 $ 45,408,042 $ 35,124,857 Grants 39,040,613, = 39,080,613 26,446,294 Grant from affiliate 2,000,000 2,000,000 4,000,000 3,150,000, In-kind contributions 783,716 - 143,76 695,579 Other 286,592 : 246,592 223,013 ‘Net esses released from restrictions 35,564,082 _(35,564,082) - ~ ‘Total revenues, gains and other support 7991247 _10,24 89,439,023 _ 65,639,743 expenses: Program services 68,716,628, = 68,716,628 58,873,867 Management and general 7,965,978 - 7,965,978 6,975,991 Fundraising 1,184,776, - 1,184,776 1,139,628 ‘otal expenses 77,867,382, = 71867382 _ 67,009,486 Increase (decrease) in net assets 1323865 10,247,776 11 871,641 (1369,743) [Net assets (deficit), beginning of year 421,098) _ 17,273,666 _13,852,572__15,922.315 [Net asses (deficit), end of year $2097.29) $_27,521.442 $ 25424213. $ __13,852.572 See accompanying noe tthe onsldated ral statements 4CLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Revenues, gains and other support Contibutions Grants Grant from afin Indkind Other [Net asets released from restrictions ‘Total revenues, grains and ‘other support Expenses and losses: Program services ‘Management and general Fundraising, ‘Total expenses and losses (Change in net assets Not assets (deficit), beginning of year [Net asets (deficit) end of year Consolidated Statement of Activities Year Ended December 31,2011 Teosporarily Unrestricted Restricted 3 29,080 $35,095,807 § 26,446,294 - 3,150,000 : 695,579 - 223013 a 36,756,006 _(36,756,006) 61299962 __(1,660,199) 58,873,867 : 6,975,991 - 1,159,628 a 67,009,486 i 290,456 (1,660,199) 711,550) __18,933,865, $_G42109H $ _17273,666_ $ s ‘Sev accompa notes tthe conalidated atl statements. Permanently Restricted Total 35,124,857 = 26,446,294 : 3,150,000 : 695,579 - 223,013 58,873,867 6975991 < 159,628 67,009,486 (1,369,743) 1samsis 13,882,572CLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Consolidated Statements of Functional Expenses Years Ended December 31, 20 2011 Program Management” ‘Services General Pundraling Toot Tat Salaries and benefits S$ 34811053 $ 441508 S$ 997426 $37,203,521 S 32,921,166, Direct program expenditures 11,868,396 - : 11,868,396 11197684 Professional nd consulting fees 2405.15 714,385 39,500 3,199,500 2,269,961 Procurement and shipping 2,080,653, : - 2,080,693, 23847980 Travel 7a72,109 374447 92,391 3.538.947 167245 ‘Telecom 410,706 197,354 16909 1624960 70,226 Meetings and trainings 5202,807 100930 93m 5,313,148 2,900,920 Bank and other fees "208,193 321,066 130 530,489 308.48 Occupancy costs 1378167 239,442 : 1,617,609 1,603,467 Office expenses 2367817 16s,742 7989 2,441,208, 1,681,259 Capital charges 2179916, : - 2179976, 931,526 Depreciation 11356 331,433 : 342,989 426.534 Inckind expenses 3 ao72i6 : an7216 1002459 Other expenses a7 gm 259211 Total S_ 716,628 $§ _7965978 $ 1194776 $_ 77867382. $ _67,0004860-—— Sov ascomparing ero conte franca stone,CLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Consolidated Statement of Functional Expenses Year Ended December 31, 2011 Program = Management/ Services General Fundraising Total Salaries and benefits s 27,959,490 $ 4,011,799 $ 890,497 $ 32,921,766 Direct program expenditures 11,197,684 * - 11,197,684 Professional and consulting fees 1,914,697 223,008 132,256 2,269,961 Procurement and shipping 247,980 : : 2,847,980 Travel 6,737,083 363,125 67037 7167;245 Telecom 1,323,804 130,155 16,267 1,470,226 Meetings and trainings 2,882,739 17,638 543 2,900,920 Bank and other fees 238,215 69,605 1,128 308,948 Occupancy costs 1,436,496 186,923 4B 1,623,467 Office expenses 1,348,747 313,103 19,409 1,681,259 Capital charges 931,526 - - 931,526 Depreciation 7387 19,447 - 426,834 Inkind expenses - 1,002,459 = 1,002,459 Other expenses 48,019 178,749. 32,443 259,211 Total S __58873,867 $ __6.975,991_ S$ _1,159,628 $67,009,486 ‘See accompanying noes fo the consolidated fnancal statements. 7CLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Cash flows from operating activities: Tnorease (decrease) in net assets Adjustments to reconcile net assets provided by (used in) operating activities: Depreciation (Gain) loss on sale of fixed assets (Changes in: Assets limited as to use Accounts receivable Contribution reesivable Grants receivable Prepaid expenses ‘Accounts payable ‘Accrued expenses Deferred revenue Assets held for commodities purchase Assets held by affiliate net of due to afiliate Net cash provided by (used in) operating activities Cash flows from investing activi Proceeds from sale of equipment Purchase of property and equipment Net cash used in investing activities Tnerease (decrease) in cash and cash equivalents Cash and cash equi ents, beginning of year Cash and cash equivalents, end of year See accompanying notes othe consolidated financial statements. 8 Years Ended December 31, 2012 2011 11,571,641 $ (1,369,743) 342,989 426,834 (118) 172,101 8,784,807 59,412,914 115,723, 20,648 2,160,130 397,622 1,876,534 464,183 (410,318) 123,303 166,101 816,794) 36,076 (288,527) 14,885,277 3,351,240 (9,926,744) (56,058,746) (25,441,951) G,215,346) 4,159,147 80311) 7,132 - (40,096) 170,967) 2,964) 170,967 4,126,183 (651,278) 5,123,177 S6T4ASS $ _9.249,360_ $ __5,23,177CLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 - Nature of Operations and Summary of Significant Accounting Policies Nature of Operations ‘The Clinton Health Access Initiative, Inc. ("CHAI") is incorporated in Arkansas as a nonprofit founded by President Bill Clinton to provide solutions to the biggest challenges impeding effective health care delivery in developing countries. CHAI applies the rigorous thinking, analysis and urgency of the business world to save lives and strengthen health systems rapidly and more efficiently. AAs a trusted partner to governments, CHAI's programs have helped more than four million people access ‘treatment for HIV/AIDS at reduced costs and have led to more than $1 billion in savings for developing countries. In addition to retaining. its initial focus on HIV/AIDS care and treatment, CHAI implements programs on vaccines, malaria, health systems strengthening and maternal and child health in more than 25 countries. ‘The accompanying consolidated financial statements include the assets, liabilities, net assets and financial activities of CHAI and the various subsidiaries established in its countries of operation to facilitate on the around service delivery. The above related entities are in most cases under common management control with ‘CHAT being the sole corporate member. While certain consolidated entities are technically independent, management has included such entities given the control and evidence of economic interest that results in ‘effective control and thus consolidated presentation is appropriate, A summary of the accounting policies consistently applied in the consolidated financial statements follows: Basis of Accounting ‘The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles. Principles of Consolidation ‘The accompanying consolidated financial statements include the accounts of CITAI and its subsidiaries. All significant intercompany balances have been eliminated in consolidation. Classification of Net Assets Net assets and revenues, expenses, gains and losses are classified based on the existence or absence of donor- imposed restrictions. Accordingly, net assets of CHAI and changes therein are classified and reported as follows: ‘Unrestricted Net Assets - Unrestricted net assets represent resources that are not subject to donor-imposed restrictions or for which restrictions have expired. ‘Temporarily Restricted Net Assets - Temporarily restricted net assets represent resources that are restricted as to time and/or purpose by donors or grantors. Temporarily restricted net assets are reclassified fo unrestricted net assets and reported in the statement of activities as net assets released from restrictions in the period in which the requirements are met. Permanently Restricted Net Assets - Net assets subject to donor-imposed stipulations that require funds to ‘be permanently held. CHAI has no permanently restricted net assets.‘CLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements ‘Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Continued) Use of Estimates ‘The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and Fabilties and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates include considerations relative to realization of various receivables, depreciation, allocation of expenses across functions and the amount of net assets to release from restriction. Actual results could differ from those estimates. Cash and Cash Equivatents CHAI considers highly liquid debt instruments with an original maturity of three months or less at the time of purchase to be cash equivalents. CHAI maintains its cash and cash equivalents at financial institutions which, at times, may exceed federally insured limits. Cash is also maintained at various foreign banks which are subject to different rules and protections than United States based accounts (see Note 10). CHAT maintains ‘most of its cash and cash equivalents in bank deposit accounts. CHAI monitors its exposure associated with its cash and cash equivalents and has not experienced losses on its accounts. Assets Held by Affillate/Due to Affliate Assets held by affiliate represent cash and cash equivalents held by The William J. Clinton Foundation (the Foundation”) in the so called CHAI Fund. ‘These amounts are held in bank deposit accounts. These assets held are subject to like risks as described above in cash and cash equivalents. Management has included these amounts in CHAI’s financial statements given that the Foundation does not have variance power over these funds and thus has concluded that all of the rights of ownership inure to its benefit. Assets Limited as to Use/Assets Held for Commodities Purchase Assets limited as to use include assets held by CHAL under its arrangement with UNITAID. The assets may be used only for the purchase of pediatric and second-line drugs and related commodities and diagnostics for UNITAID-sponsored projects with corresponding amount included in Assets Held for Commodities Purchases. The remaining amounts in assets limited as to use include grants and contributions cash on hand at the end of the year from other funders. These amounts are held in money market mutual funds and bank deposit accounts. These assets are subject to other risks as described above in cash and cash equivalents. Fair Value Measurements CHAL reports certain assets and liabilities at fair value on a recurring and nonrecurring basis depending on the underlying accounting policy for a particular item. Recurring fair value measures include the valuation of money market mutual funds while nonrecurring measures include contributions receivable. Accounting standards require an entity to maximize the use of observable inputs (such as quoted prices in active markets) and minimize the use of unobservable inputs (such as appraisals or valuation techniques) to determine fair value. Fair value standards also require CHAI to classify these financial instruments into a three-level hierarchy, based on the priority of inputs to the valuation technique. 10CLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Continued) Fair Value Measurements (Continued) Instruments measured and reported at fair value are classified and disclosed in one of the following categories: Level 1 - Quoted prices are available in active markets for identical instruments as of the reporting date. Instruments which are generally included in this category include listed equity and debt securities publicly traded on a stock exchange. Level 2 ~ Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other val methodologies. 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 management judgment or estimation. In some instances, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such instances, an instrument's level within the fair value hierarchy is based on the lowest level Of input that is significant to the fair value measurement, Market price is affected by a number of factors, including the type of instrument and the characteristics specific to the instrument as well as the effects of market, interest and credit risk. Instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observabilty and a lesser degree of judgment used in measuring fair value. It is reasonably possible that change in values of these instruments will occur in the near term and that ‘such changes could materially affect amounts reported in these consolidated financial statements. For more information on the fair value of the CHAI’s financial instruments, see Note 8 - Fair Value of Financial Instruments. Accounts, Contribution and Grants Receivable Accounts and grants receivable represent amounts due from various partes for cost incurred and amounts earned for services rendered but unpaid at year end. CHAI provides an allowance for accounts receivable not related to grantors, CHAI does not provide an allowance for grants receivable amounts given its track record in collecting these receivables. Contributions receivable are stated at the amount pledged by donors, net of payments made and allowances. CHAL’s allowance for doubtful pledges receivable is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Delinquent pledges receivable are written off based on the specific circumstances of the donor making the pledge. Currently management has concluded that no allowance is necessary. nCLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1- Nature of Operations and Summary of Significant Accounting Policies (Continued) Property and Equipment Property and equipment purchased with direct program funds and for which donors dictate disposal protocol are fully expensed at the time of purchase as a program cost. All other property and equipment are capitalized at cost and are depreciated on the straight-ine basis over the estimated useful life of each asset. Deferred Revenue Deferred revenue represents funds received in advance for delivery of program services. Such amounts will be'reported as revenue when earned for such services. Contributions Gifts of cash and other assets received without donor stipulations are reported as unrestricted revenue and net assets. Gifts received with a donor stipulation that limits their use are reported as temporarily or petmanently restricted revenue and net assets. Contributions are recorded at the fair value when received or verifiably ‘committed in the ease of pledges. Gifts of equipment and other long-lived assets are reported as unrestricted revenue and net assets unless explicit donor stipulations specify how such assets must be used, in which case the gifts are reported as ‘temporarily or permanently restricted revenue and net assets. Absent explicit donor stipulations for the time longrlived assets must be held, expirations of restrictions resulting in reclassification of temporarily restricted net assets as unrestricted net assets are reported when the long-lived assets are placed in service. Conditional gifts depend on the occurrence of a specified future and uncertain event to bind the potential donor and are recognized as assets and revenue when the conditions are substantially met and the gift becomes unconditional, Grants ‘Support funded by grants is recognized as CHAI performs the contracted services or incurs outlays eligible for reimbursement under the grant agreements. Grant activities and outlays are subject to audit and acceptance by the granting agency and, as a result of such audit, adjustments could be required. Management believes that all amounts presented represent allowable costs. In-kind Contributions CHAI receives certain donated services from various parties. CHAI recognizes these amounts as revenue and expenses when the recognition criteria are met for recordation. For the years ended December 31, 2012 and 2011, $743,776 and $695,579 were received in in-kind contributions, respectively. 12CLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Continued) Income Tax Status CHA is a nonprofit corporation which has been recognized by the Internal Revenue Service as generally exempt from Federal and state income tax under Section 501(c)(3) of the Infemal Revenue Code, Accordingly, no provision for income taxes is made in the consolidated financial statements. Uneertain Tax Positions CHAT accounts forthe effect of any uncertain tax positions based on a “more likely than not” threshold to the recognition ofthe tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. Ifa tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax benefit is estimated based on a “cumulative probability assessment” that aggregates the estimated tax liability forall uncertain tax positions. CHAT has identified its tax status asa tax exempt entity as its only significant tax position and has determined that such tax position does not result in an uncertainty requiring recognition. CHAI is not currently under examination by any taxing jurisdiction CHAT’s Federal and state income tax returns are generally open for examination for three years following the date of filing the related return, Functional Allocation of Expenses ‘The costs of supporting the various programs and other activities have been summarized on a functional basis in the statement of activities. Certain costs have been allocated among the program services, management ‘and general and fund-raising categories based on time and effort measurements and other methods. ‘Translation of Non-U.S. Currency Amounts Assets and liabilities that have a local functional currency are translated to United States (U.S.) dollars at ‘year-end exchange rates. Translation adjustments are recorded in expenses. Income and expense items are ‘translated at exchange rates prevailing during the year. Property and equipment — net and other nonmonetary assets and liabilities are translated at the approximate exchange rates prevailing when CHAI acquired the assets or liabilities. All other assets and liabilities denominated in a currency other than U.S. dollars are translated at year-end exchange rates with the ‘ransaction gain or loss recognized in other (income) and expense. The aggregate foreign currency transaction Joss was approximately $324,000 and $259,000 in 2012 and 2011, respectively, and is included in “bank and other fees” on the consolidated statements of functional expenses. Reclassifications Certain reclassifications have been made to the 2011 financial statements in order to conform with the current ‘year presentation. See also Note 2. 13CLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Continued) Subsequent Events (CHAT has evaluated subsequent events through June 28, 2013, the date the consolidated financial statements ‘were authorized to be issued, and there were:no material subsequent events identified. Note 2- Assets Limited as to Use/Assets Held for Commodities Purchase (CHAT has an agreement with UNITAID. UNITAID represents a federation of governments that have committed to provide funding to enable the purchase and delivery of antiretroviral drugs and related commodities to CHAI acts as en agent acting on behalf of UNITAID overseei 1g and balances held by CHAI on UNITAID’s behalf were as follows at December 31: 202 201 Funding received for commodities purchases S 81,467,841 $ 129,198,624 Total commodities purchases (67,861,583) _ (105,665,622) Assets held for commodities purchases, S _ 13,606,258 $ __ 23,533,002 Note 3 - Contributions Receivable All contributions receivable are reported as a component of temporarily restricted net assets and consisted of the following at December 31: 2012 2011 Due within one year $ 1,967,780 $ — 3,974,470 Due in one to five years - 153,440 $ __1,967,780_ $ __4,27,910 CHAI has received conditional promises to give of approximately $171,947,000 and $35,300,000 at December 31, 2012 and 2011. ‘These conditional promises to give will not be recognized as an asset or revenue until the ‘conditions are substantially met, Note 4 - Grants Receivable CHAI receives grant support through periodic claims filed with the respective funding sources, not to exceed a limit specified in the funding agreement. Unearned grant commitments from its grantors were approximately {$21,527,000 and $6,641,000 at December 31, 2012 and 2011, respectively. myCLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 5 - Property and Equipment Property and equipment at December 31 consist of the following: 2012 2011 Furniture and equipment $ 612493 $ = 974,557 Vehicles 1,236,371 1,256,417 Buildings and fixtures 115,346 113,186 1,964,210 1,944,160 Less: accumulated depreciation 1,608,527 1,279,570 S$ ___355,683 $ ___ 664,590 Note 6 - Net Assets ‘Temporarily Restricted Net Assets ‘Temporarily restricted net assets at December 31 are available for the following purposes or periods: 2012 2011 International health programs S __ 27,521,442 $ __17,273,666 Net Assets Released from Restrictic ms Net assets were released from donor restrictions by incurring expenses satisfying the restricted purposes or by ‘occurrence of other events specified by donors. 2012 2011 Purpose restrictions accomplished: International health programs $ __35,564,082_ $ _ 36,756,006 ‘Note 7- Pension Plans : Retirement benefits are offered to CHAI employees based on eligibility. An i ‘contracted employee working a minimum of 30 hours per week to be benefits eligible. These benefits vary and ‘are dependent on employee type. 15CLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 7- Pension Plans (Continued) © USS, based staff and U.S. expatriates are eligible to contribute into a 401(k) plan which CHAT matches up to 6% of the employee contribution. CHAI participates in the Foundation plan, but expects to ereate a separate plan in the future. ‘Third Country Nationals are eligible to conttibute into a defined contribution pension plan offered by CHAI CHAI also contributes 5% of the monthly gross pay for each employee regardless of contribution amount by the employee. © Local national retirement plans are available in a select number of countries. CHAI also contributes to the national social security fund in many of the countries in which it operates as stipulated by local law. Expenses under the plans were $1,388,584 and $972,736 for the years ended December 31, 2012 and 2011, respectively, 2012 2011 US. 401(%) Plan S 634s? $ 742,185, ‘Third Country National Pension Plan 214,855, 87,131 Local national retirement plans 542,272. 143,420 ‘Total pension plans S __ 1,388,584 $ ___972,736 Note 8 - Fair Values of Financial Instruments Included in Assets Limited as to Use are money market funds. Fair values using the fair value hierarchy are as follows at December 31: 2012 Total Level 1 Level 2 Level 3 Money market mutual funds $ 376,279 $ 376,279 $ “8 - 2011 Fair Value Level 1 Level 2 Level 3 Money market mutual funds $2,924,397 $ 2,924,397 $ -8 - Note 9 - Related Party (CHAI is affliated with the Foundation through common board members. ‘The Foundation appoints @ majority of members of the CHAI board. From time to time, the Foundation collects contributions on CHAT’s betalf. The funds are submitted to CHAT in accordance with donor and grantor restrictions and are recognized as contribution and grant revenues in CHAI’s statements of activities. CHAI has increasingly moved in a direction of financial and administrative independence, however some aspects ofthis transition are still in process. 16CLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 9 - Related Party (Continued) ‘The Foundation also grants funds to CHAI that are recognized as grant from affiliate in the statements of activities, For the years ended December 31, 2012 and 2011, the Foundation contributed $4,000,000 and '$3,150,000 to CHA, respectively CHAT has a line of credit agreement with the Foundation which authorized borrowings not to exceed $12 million with such amounts payable by CHAI upon demand. At December 31, 2012, there was approximately $3,558,000 borrowed against this line of credit. Note 10 - Concentrations, Commitments and Contingencies Assets in Foreign Countries CHAI maintains cash balances and equipment in Asia, Aftica and the Caribbean. At December 31, 2012 and 2011, CHAT had approximately $7.3 million and $5.2 million, respectively, deposited in foreign banks and equipment with an approximate net book value of $163,000 and $381,000, respectively, in foreign countries. ‘These cash balances are exposed to currency risks/variation relative to the U.S. Dollar. In addition at December 31, 2012, CHAI had property and equipment with an original cost of approximately $3.3 million purchased with donor funds that are not capitalized on the balance sheet per CHAI policy. Contributions and Grants For the years ending December 31, 2012 and 2011, two donors accounted for approximately 59 percent of contributions received and three granting agencies accounted for approximately 75 percent of grant revenue. es both domestically and internationally under operating lease agreements which expire is dates through 2018. Certain leases provide for additional rent for inercases associated with ing operating costs of the premises such as taxes and common area maintenance. Certain leases also offer cancelation rights. Rental expense for all operating leases was $1,132,627 and $1,139,753 for 2012 and 2011, respectively. Minimum future rental payments under the non-cancelable operating lease for each of the 3g years and in the aggregate are: 2013 $917,000 2014 457,000 2015 392,000 2016 211,000 2017 170,000 ‘Thereafter 95,000 ‘Total minimum lease payments Ss __2,242,000 "7CLINTON HEALTH ACCESS INITIATIVE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 10 - Concentrations, Commitments and Contingencies (Continued) Litigation CHAL is, from time to time, subject to claims that arise primarily in the ordinary course of its activities. Currently, management is not aware of any such claim or claims that would have a material adverse effect on CHAY’s financial position or net assets. Events could occur, however, that would change this estimate materially in the near term. 18[Site GRAPINC print DO NOT PROCESS [As Filed Dats~[ bin saa375003573] non990 Return of Organization Exempt From Income Tax g ‘Under setion 50%(), 527, 4547(0(1) of the aternalRevense Code (except Back ang ‘nett tutor pate Foun) ese ty Frowmea | Sov ooctiesen Woke not Sin enn 64900108 Fired eam Pia Era eTTT aa Prepon onto SOR MOP? ena amesgorewnr oe CO) sews ster icuces? ves ne * ee (eceinetneoone) won F copie Tea scan Goa [arama sa [eam ampwence a Summary nl CxPAND acetSe 10 HIGH-QUALITY CARE AND TREATMENT FOR IIV/arOS, MALARIA ND OTHER DISEASES 2. Chock the box Pte organzaion dcentiouedts operations or deposed 5 Nunber of voting members ofthe governing body (Pat Vine 2)» the governing body (Part VI, ne 1B) yer2011 (Par, ine 28) = = 6 Total wunberofvoluntens (esate necessary) = esnmes & Govemance 1091 © Contnbatans and gant (Part VIE, ina 18) 9 Program service revenue (are VII IMe 2) «ss 20 _vestment income (Part VII coum (A) er revenue Part 12) i art 1, column (shines T= 3) 14 senatts pao or for members (Pa 1X, column A), ne) a 15. Salaves, ther compensation employer benefits (Pet 1X, clue (A, ines caser soa susvipee sti) 160 Profession fndrising ees (Part 14 column (A) bre Te) « 17 other expaneon (Part IX, clan a}, hes 44-144, 130248) Total expenses Aine 13-17 (must equal Pare Df column (A) ie 25) soasa | Seago cert 15272.315 ware Panett Tote assets (art, hne 36) Teta ibe (Par x ne 26) : ature Block ny aa it Thee Sarna ea TG a p Bae ar ree ore Paid Proparo’s Use only tay tw TRS decors th otarm wth the preparer shown above? fon strutSchedule D (Form990) 2011 Page 4 Reconciliation of Change in Net Assets from Form 950 to Fi ‘Total avenue (Form 990, Part VII1, column (A), line 12) Total expenses (Form 990, Part IX, columa (A), line 25) Excess or (dfitt forthe year Subtract ine 2 from tine 1 ‘Net unrealized gains (losses) on investments Donated services and use of facilities Prior pend adjustments Other (Describe mn Part XIV) 2 3 4 5 © Investment expenses 7 ® 9 Total adyustments (net) Add tines 4-8 20 | statements Combine lines 3 and 9 Excess or (deficit) fr the year per financ 64,944 168 166,007,027 71,062,863 "306880 7306880 =1,369,743 [XE _Reconci 2 2 3 4 5 6 7 ® 2 0 earn Total revenue, gains, and other support per audited financial statements... 2 Amounts mcluded on line 1 but nat on Form 990, Part IIL, hme 12 Net untealized gains on investments ee tion of Revenue per Audited Financial Statements With Revenue pel 17311370 Donated services and use offaciites . ss 5 ee ee 595.579 Recovenes ofproryeargrants - - - - 2 ee et] ye other (DesenbemParexXIV) 2 ee ee 105,673,427 Addiines aathrough2d se 3 Subtractline efromiineA. ee 4 Amounts meluded on Form 990, Part VIII, line £2, but not on ine ‘2 Investment expenses not included on Form 990, Part VItI, ine 7b « de 106,367,006 ele b Other (DesenbemPartxIV) - 6 ee ee e Addimesdaand4o see F ‘Total Revenue Add hnes Sand 4c (This should equsl Form 980, Parti,ine12) 3 4,944,164 Reconciliation of Expenses per Audited Finan Statements With Expense: per Return Total expenses end losses per audited financial Sitemente snes et ee et eee 2 Amounts included on line 1 but not on Form 990, Part IX, line 25 Donated services and use offaeiities wR wT 41,002,459) 172,680,933, Proryearadustments . 2 2 ee ee ee ee ee Otneriosses se ely ely Other (DescnbemPatKIV) - 2 2 ee ee 05 673,427 Addlines 2athrough ee ee 3 Subtractine 2efromline Ls ev ee Amounts included on Form 990, Part IX, line 25, but nat on ine 3 2 Investment expenses not included on Form 990, Part VIII, line 7. - | da 2 106,573,886 66,007,027 b Other (DesenbemPatXIV) - 2 ee ee ee ee ee Lab © Addlines Mandaba Total expenses Add lines 3 and 4. (Thus should equal Form 990, Part, line 18 ) 66,007,037 ‘Supplemental Information Complete ths partto provide the descnptions required for Part IE, nes 3, 5, and 9, Part II, lines La and 4, Part IV, ines 1b and 2b, Part, line 4, Pert X, Part XL, line 8, Pert XIL, lines 2d and 4b, and Part XII, ines 2d and 4b ‘Also complete ths part to provide any _acaitional information. ‘Schedule D (Form 990) 2013,(1102) 066 wos 54 ge S84 oy seh oN aja ~ > suipne Yans obsapun 03 Uaye3 sdays Aue aquosap pue O ainpayas ui Aym Ulejdxa ‘syipne 10 yipne pasinbay ay o61apun Jou pip UoWgeziUeBio @us 41 esUpNe 40 aIpne pesinbas ayy oBsapun Uo!,eZIUeELO 243 PIP ,’SBA. JT sorts ee ee ee ee ns 8 8 eee Tey aeinouia ao pue 3>¥ aIpny a/SuIs uy} UI yuo} 38s Se Szipne Jo yIpne Ue obsapun 0} pasinbsi UO!JezIUeGIO BLY SEM ‘p1EMe [eIApa} @ Jo 3INSB! eB SY siseq payeiedas pue payepijosuo> uj0g _| siseq payepijosuod aj siseq ajeiedes _| i0q 40 ‘siseq pazepijosuoa ‘siseq sqeiedas e uo Panssi 919m JeaA 943 10) sjuswayeys /eidueUY 943 AsyRayM azeDIPUI 0 Molsq XOq & 4284> ‘GZ 40 BZ Bull 03 ,S2A. JT wont ke et em em oy me we me wo ee ts OiMnDeUsE, ul uiejdxa sea x@3 ayy Buunp sse2cud uolDa|as 40 ssa20/d qYSISIBAO S31 JaURIa pabueY> UoReZIUeB.0 ay; J] gquequno228 qUepuadapul Ue Jo UONDa\as pue syueUIare2s [e!DUEUY 531 Jo UORe|IdWOD Jo ‘mained ‘yIpne ‘9uy 40 34S1s18A0 40, AzijIgisuodsad souiNsse 3243 SaIZIWLUOD @ BAeY UOREZIUEGIO B43 SBOP ‘GZ 40 eZ O3,'SPAyJT + + 5 + + + quequnoaze quapuadapul ue Aq payipne squsuiszeys Jeioueuy suorjeziue6i0 343 319A + equequnos2e quapuadapul ue Aq pamaraas Jo palidwoa squauiayeys jelsueUy suoKezuebio ayy ase” co einpeuas ui uieidxe ,/s2430, pay28¥> 40.4894 JoUad e Woy SuRUNDD2e Jo PoUaLL sy! pabueYD UONeZIUeBIO 849 JT yeun0_J tens2y 4 usea_| (066 Wiog ay; eedaid 03 pasn pouyeu SunuNod>¥ ON | S2A 2 col Zisseet ye + © © + © TIX Meg Siig Ul UoRSanb AUB 0} asuodsal e SuIeqUO> O ainpayasyi 4284D 9 “= (a) luuinjo> ‘gg eull “x Wed jenbeysnw) § pue ‘pe Seul] BUIqWOD JeeA Jo PUB Je Se2UEIeq puny JO SyaSSE ION ose’90E- + + + + (g ainpayas ul uieldxe) sa2ueleq punj so syasse zou ul sebuey>say30 Stee st + + ((y) uuinjoa “ee aun) ’x ed jenbs ysnu) 4894 Jo Guiuuibaq ye seauejeq pury 40 syesse 79N E98'290'T- + + + +f aui wey z eulja2e3¢ng sasuadxa ssa] enuanay Reo 5 + + (2 au (y) uuinjoa xr 2Ueg Jenba ysnw) sasuadxa [e301 vot bbe rs * 5 + (2T Buty “(y) Uuinjo> ‘TITA Hed Jenbe ysnw) enuened [e301 Sunsodey pue suowayeis ejoueus PEI] ° s Zr bed 1X Hed S143 UI UoRSaNb Aue 03 asuodsal @ suleyUOD C ainpayrsy x224D siassy JN Jo UoHeN|IUO[sy BEET (F702) 066 wes‘dentifier Return Reference ‘Explanation [REASONS FOR AMENDING RETURN CHATS AMENDING ITS PREVIOUSLY FILED FORM 990 IN ORDER TO 1) CHANGE {TS CHARACTERIZATION OF COMMODITIES RELATED SUPPORT RECEVED FROMIUNTAD, AND2) TO PROPERLY [REPORT SUPPORT FROM THE CLINTON FOUNDA TION AS REVENUE FURTHER EXPLANATION ISA § FOLLOWS. ‘COWMOOMIES RELATED SUPPORT FROM UNITAID CHAIIS ENGAGED INA PARTNERSHP WITHUNTAID, AN INTERNATIONAL ORGANZATION AFFLIATED WITH THE WORLD HEALTH ORGANZATION, THAT WORKS TO LEVERAGE PRICE REDUCTIONS FOR DIAGNOSTIC AND NEDICNES TO BETTER TREAT AIDS, MAL ARIA, AND ‘TUBERCULOSIS INTHE DEVELOPNS WORLD CHAIHAS AN AGREEVENT WITHUNTAD FOR THE PURCHASE AND ND GR ANTS IN THE AMOUNT OF $3,160,000 RECEIVED FROM THE CLNTON FOUNDATION FOLLOWINGS A SUMMARY OF THE PARTS AND SCHEDULES OF ‘THE FORM990 THAT ARE BENG AMENDED TO EFFECT THE ABOVE DESCREED CHANGES, AS WELL AS VARIOUS. ‘CONTRIBUTIONS AND GRANTS CHANGED FROM $167, 242,578 TO $64,721,151 LNE 17 - OTHER EXPENSES: ‘CHANGED FROM $192,891, 161 TO $27,219,734 LINE20 - CH ANGED FROM 53,069,545 TO 52,962,848 LNE21— (CHANGED FROM 28,210,973 TO 38,510,274 FORMS $0, PART IILINE 4A - REMOVED UNTAD AS A SEPARATELY BED PROGRAM LINE 4A - RURAL P ROGRAM CHANGED EXPENSES TO $5,808,729 AND GRANTS TO ‘$558,950 LINE 4B- DRUG ACCESS PROGRAM CHANGED EXPENSES TO $6,248,474 AND GRANTS TO $252,724 LINE4C- DISCLOSED MALARA PROGR AM WITH EXPENSES OF $5,402,124 AND GRANTS OF $1,725,569 LIE 4D ~ (OTHER PROGRAM SERVICES EXPENSES CHANGED FROM $44,153,004 TO $41,417,540 LNE4D- OTHER PROGRAM. ‘SERVICES GRANTS C HANGED FROM $0 TO $2,212,284 LINE 4E- TOTAL PROGRAM SERVICE EXPENSES CHANGED FROMS 164,54 5,284 TO $58,873,867 FORM 980, PART IV INE 12A - CHANGED FROM YES TO NO LNE3SA - ‘CHANGED FROM NO TO YES FORM 990, PART V LINE2A - CHANGED FROM 768 TO 253 FROM 990, PART V LINE: TC- CHANGED FROM YES TO NO FROM 990, PART VILINE6 - CHANGED FROM NO TO YES LINE7A - CH ANGED FROMNO TO VES FORM 900, PART Vij LINE 16 COLLMND- CHANGED FROM 135,320 TO 125,00 0 COLUWN F- CHANGED FROM 18,637 TO 16,898 FORM 990, PART VIILNE 1D- CHANGED FROM $0 T 0 $3,150,000 LINE 1E- (CHANGED FROM $132. 117,721 TO $28,446,294 FORM 900, PART Ik LINE 24 - REMOVED LNITAID AS AN EXPENSE ITEM LINE 244, COLUMN 8 - DIRECT PROGRAM EXPENDITURES CHAN GED FROM $5,338,157 TO $8,004,617 FORM 990, PART X, COLUMN B) LNE 1 - CHANGED FROM 6,231 585 TO 5,123,177 LINEA - CHANGED FROM 1,254,882 FTO 854,183 LINE 15 - CHANGED FROM 7,631 .208 TO 38,729,704 LINE 17 - CHANGED FROM 6 220,992 TO 4,520,298 FORM 990, PART XLINE 1 - CHANGED FROM S167, 465,591 TO $64,944, 164 LINE2- CHANGED FROM $171,678, 464 TO $66 007,0 27 LINE - CHANGED FROM ($4,212,863) TO ($1,062,863) LINES - CHANGED FROM $2,843,120 TO ($308,880) FORM 990, PART XI LINE2D - CHANGED FROM BOTH CONSOLIDATED AND SEPARATE BASIS TO CONSOLIDATED BASIS FORM 990, SCHEDULE A, PART MV’ REMOVED REFERENCES TO UNUSUAL. | GRANTS F OR FURPOSES OF SCHEDULE A, PART I SECTION, LNE‘ NO AMOUNTS ARE BEING |CHARACTERZED AS UNUSUAL GRANTS FORMS950, SCHEDULE, PART I REMOVED CONTRIBUTOR FREVIOUSLY [USTED AS NO_3 CONTRIBUTORS AND CERTAIN AMOUNTS WERE UPDATED SCHEDULED, PART i LNE 1 [CHANGED FROM 25,789,376 TO 26,891, 784 FORM.S90, SCHEDULE D, PART X/LINE 1 - CHANGED FROM $167, 465,591 TO 964,964,164 LNE2 - CHANGED FROMS17 1,678,454 TO $68,007,027 LINES - CHANGED FROM ($4 £212,063) TO ($1,062,063) LINE ~ CHANGED FROM $3,150,000 TO $0 FORM 990, SCHEDULED, PAR T XIILINE [20 CHANGED FROM 3,150,000 TO $105,671,427 FORM 990, PAGE 24, SCHEDULE D, PART XIILNE20- [CHANGED FROM $0 TO $105,671,427 FORM950, SCHEDULED, PART XIV REMOVED PR EVIOUS LANGUAGE OF RECONCLIATION OF CHANGE IN NET ASSETS (FROM 990, SCHEDULE 0, PART X\, LINE) REMOVED PREVIOUS, LANGUAGE OF REVENUE RECONOLIATION (FORM 960, SCHEDULED, PART XI, LINE 2D) AODED PARTI, LINE2D = OTHER ADUUSTVENTS UNITAD COMMODITES NOT RECOGNZ ED AS FORM 960 REVENUE (SEESCH 0} $105,671 427 PART Xll, LINE 2D - OTHER ADLLSTMENTS. UNITAID COMMODITES NOT RECOGNZED AS FORM 960 REVENUE (SEE SCH 0) $105, 671,427 FORM 990, SCHEDULEF, PART |, QUESTION 3 SUB-SAHARAN AFRICA - CCOLUWN CHANGED FROM 21 TO 18 COLUMN G CHANGED FROM 837 TO 538 COLUMN F CHANGED FROM $40,391,213 TO $31,797,298 CENTRAL AMERICA /CARIBSEAN - COLLIMNB CHANGED FROM 4 TO 3 COLUMN (CHANGED FROM 70 TO 71 COLUMN F CHANGED FROM $2 831,770 TO $2,796,113 EUROPE - COLUVN CH