We at Goodwill Industries® believe that every person has the opportunity to achieve his/her fullest potential and participate in and contribute to all aspects of life.

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Annual Report

Goodwill® works to enhance the dignity and quality of life of individuals and families by strengthening communities, eliminating barriers to opportunity, and helping people in need reach their full potential through learning and the power of work.

Goodwill Industries International, Inc.

Dear GooDwill stakeholDers,

Goodwill’s legacy is in providing the programs and services that put people in the workforce, strengthen families and build stronger communities. Goodwill has been a trusted household name for more than a century, and while we’re best known for our retail stores and great bargains, our mission has never been more relevant.

In 2011, Goodwill served more than 4.2 million people across the globe. As more people reach their employment goals, that impact is sure to be felt for years to come. This is what drives us to do more and be more.

We’re pleased to share some of these successes with you in this Annual Report. You’ll read highlights of our work in the areas of mission impact and how we strengthen our Goodwill business, brand and public policy. You’ll also read stories of remarkable people who excel in the world of work thanks to their determination and the services they received from Goodwill.

We invite you to learn more about how you help build stronger communities by donating, shopping and supporting Goodwill.

Sincerely,

JIm GIbbonSPresident and CEOGoodwill Industries International, Inc.

Top 10 AccomplishmenTs of 2011

1 More than 4.2 Million People Benefited from Goodwill servicesGoodwill served more than 4.2 million people in 2011, a significant increase driven by e-learning, and placed more than 189,000 people in

good jobs, an increase of 11 percent over 2010. These individuals earned an estimated $2.95 billion in wages. Every 38 seconds of every business day, a person served by Goodwill earned a good job. Every 8 seconds, another person accessed Goodwill opportunities to build careers and strong families.

2 Goodwill’s social enterprise led the way inenvironmental sustainabilityGoodwill’s social enterprise continued to make it easy for customers to

create a sustainable future. With the addition of 319 donation sites to the Dell Reconnect program, operated by Goodwill in partnership with Dell, consumers have a choice of more than 2,600 locations where they can drop off their used electronics for proper disposal, free of charge. In total, more than 150 million pounds of computer equipment were donated in 2011 across the 47 states and two Canadian provinces where these Goodwill collection sites are present. For a complete list of participating Goodwill locations, visit www.dellreconnect.com.

Goodwill agencies also piloted recycling initiatives for mattresses, plastics, consumer electronics, metals and textiles. Through these initiatives, Goodwill not only demonstrated leadership in environ-mental sustainability but also created job opportunities for thousands of people, which brought Goodwill’s self-sustainable business model full circle.

3 Donate Movement Partners spread the word aboutresponsible DonationWith its compelling message of environmental stewardship combined

with the power of strengthening communities and families, the Donate move-ment grew rapidly in 2011 and continues to build momentum and drive goods acquisition and awareness for Goodwill. Using the Donate movement platform, Goodwill inspired a number of retail and media partners to join the movement and spread the word about donating responsibly.

• GaP®: Through the retailer’s “Let It Go” donation drive at nearly 900 Gap stores in the United States and Canada, Gap customers were encouraged to clean out their closets and donate unneeded items to Goodwill. Goodwill and Gap saw an outstanding response to this promotion: more than 247 tons of gently used goods were donated in 10 days.

• hanes®: Hanes looked to Goodwill for its role in environmental sustainabil-ity to launch the brand’s first national donation effort that urged Americans to clean out their drawers and donate to Goodwill. Co-branded donation bins and display shelves appeared across the country while consumers posted pictures of their Goodwill donations on Facebook. The light-hearted promotion featured celebrity spokespeople bethenny Frankel and michael maloney, generating extensive media coverage.

• Planet Green™: The Discovery channel Planet Green featured Goodwill in the launch of its 2011 docu-series, “Dresscue me,” in which the star of the show and self-taught designer Shareen mitchell shopped at thrift stores, including Goodwill, to find the perfect outfits to repurpose for her clients. Planet Green asked its viewers to think twice about what they donate, where they donate and how their donations could strengthen local communities.

The Donate Movement expanded its audience base, looking to the youth and young adults of today to become the responsible donors of tomorrow. Students of all ages are spreading the word, and information and donation drive toolkits are available at donate.goodwill.org/support.

Fresno State students held their second annual Donate Movement drive on campus and took their message online to challenge other colleges to join the Donate Movement.

View the video at bit.ly/fresnoDonates or scan the QR code with your smart phone.

• FAMILYCIRCLE®: For the third year, Goodwill and Family Circle partnered for the magazine’s September back-to-school issue, asking 19 million readers to donate gently used items to Goodwill. The partnership earned coverage in 200 media outlets, including print and online media placements and blogs — more than triple the number of media mentions in 2010.

4 GoodwillReachedOuttotheNextGenerationofDonors With more than 100 years in the donated goods retail space, Goodwill knows that it is important to keep an open dialogue with the younger

generation as they become the donors and shoppers of tomorrow. To continue its conversation with this demographic, Goodwill worked with Curiosity Quest, a PBS television series, and Time to communicate the message of responsible donation.

• CURIOSITYQUEST: An educational show on PBS that airs in more than 70 markets, Curosity Quest featured Goodwill and the Donate Movement as a part of its green series. Each show presents a “quest” focused on teaching children about being more environmentally aware. Joel Greene, the host of “Curiosity Quest,” filmed at Goodwill of Orange County (Santa Ana, CA) to learn first-hand about the donation and sorting process and how donated goods translate into programs and services for kids’ communities. The episode was geared to attract a school-age audience to the Donate Movement and provide visuals on what it means to make conscious donations.

• TIME: Time for Kids magazine sent a reporter to interview Goodwill Indus-tries International President and CEO Jim Gibbons. The reporter also toured Goodwill Industries of Silicon Valley (San Jose, CA) to better understand the behind-the-scenes operations of how items are used and repurposed.

5 DonatedGoodsRetailGrowthAccelerated Goodwill’s donated goods retail operations generated nearly two thirds of all revenues for the Goodwill enterprise in 2011 and directly employed more

than 64,000 people, many of whom had faced challenges to finding employment. Donated goods retail enjoyed double-digit growth.

6 Goodwill Broadened its international reachIn 2011, Goodwill made strides in its global efforts to expand the Goodwill mission and social enterprise model around the world, with

specific progress made in South Korea and brazil.

• south korea: Goodwill partnered with The Together Foundation todesign a model of creating jobs and supporting people with disabilities. In partnership with Goodwill Industries International and The Together Foundation, Goodwill Korea shaped and put into action an aggressive growth plan, which includes opening 100 stores, serving 3,000 people with disabilities and creating 1,000 jobs for people with disadvantages over the next five years, specifically within the network of Goodwill affiliates in the cities of busan, Seoul and Suwon.

• Brazil: With nearly one-third of brazil’s population living in extremeeconomic conditions and serious environmental challenges mounting, Goodwill Industries International has partnered with AVAPE, a workforce development leader based in São Paulo, brazil, that provides services to people with disabilities and others with challenges to finding employment. The capacity-building project, known as Goodwill Brasil, is supported with funding from the Caterpillar Foundation and will equip AVAPE with the tools and systems needed to operate a sustainable donated goods retail enterprise. The goal of the partnership is to strengthen information sharing, technology transfer and capacity building. Goodwill Brasil will also improve the nation’s environmental impact by encouraging people to reuse and repurpose the useable clothing and household items they no longer need by donating them to Goodwill.

Recognizing the myriad challenges military service members face when returning from active duty, the Goodwill Industries International public policy team released the white paper, “From Deployment to Employment: Goodwill’s Call to Action on Supporting Military Service Members, Veterans and Their Families,” at a Capitol Hill briefing for U.S. policymakers. Rep. Howard “Buck” McKeon (R-CA), chairman of the House Armed Services Committee, joined the briefing, which contributed to the development of new grant opportunities.

View the paper at bit.ly/DeploymentToemployment.

7 Goodwill advocated for legislation on Capitol hillIn 2011, Goodwill continued efforts to inform and educate federal policymakers. Goodwill worked closely with Senate staff in drafting a bill

to reauthorize the Workforce Investment Act, which is designed to create a universal system of one-stop career centers that provide access to training and employment services for the people who need them most. During its annual Advocacy Day event in April 2011, Goodwill held more than 300 meetings on Capitol Hill in a single day — the most Hill meetings to occur since the event’s inception in 2007. In addition, in an effort to keep stakeholders engaged, Goodwill Industries International launched an advocacy blog and created the Twitter account, @GoodwillCapHill, to report on legislative issues.

8 Goodwill strengthened its Family Financial stability workGoodwill deepened its commitment to family financial stability in 2011; some of the methods included the following:

• In 2011, Goodwill Industries International launched the Family Strengthening Center of Excellence Award to commemorate the 10th anniversary of its partnership with the Annie E. Casey Foundation. The awards showcase Goodwill agencies that integrate family strengthening strategies throughout their organizations and in programs for both their employees and program participants. The 2011 winning Goodwill agencies are located in Eugene, oR; Greenville, SC; north Fort meyers, FL; San Antonio, TX; and Winston-Salem, nC.

• more than 120 Goodwill agencies engaged in promoting the Earned Income Tax Credit (EITC), with 89 agencies directly providing free tax preparation. Goodwill agencies helped prepare 31,105 tax returns, which brought in more than $17 million in EITC dollars to local households. The average refund of $1,542 was well above the national average.

• Four Goodwill agencies piloted a community convening toolkit to engage partners in deploying solutions for family financial stability. These resources were distributed to the 165 Goodwill agencies in the United States and Canada to assist those interested in hosting their own community events.

9 Public/Private investment in Goodwill topped $78 MillionIn 2011, Goodwill administered 26 U.S. grants of more than $78 million benefitting local Goodwill agencies. Despite a bleak economy, Goodwill’s

combined federal and private grants grew by $8 million. more than 88 percent of funds were sub-granted to local Goodwill agencies to provide services in 107 local communities. Government grants grew 10 percent; private invest-ments were up 14 percent.

• BeyonD JoBs: Funded by the Walmart Foundation and administered by Goodwill, beyond Jobs empowers single mothers with tools they need to find employment, succeed in the workplace and permanently support their families. The Walmart Foundation’s grant of $2.5 million supported the pro-gram at Goodwill agencies in the five key markets of Atlanta, GA; bronx, nY; boston, mA; Los Angeles County, CA; and Detroit, mI; in serving more than 1,350 single mothers who were unemployed or underemployed. In addition to job training and placement, the grant enabled participants’ continued success through individualized, holistic plans that outlined how they can retain their jobs, advance in their careers, and ensure long-term financial stability for themselves and their children.

• GooDGuiDes®: The GoodGuides program was made possible througha $19.1 million grant to Goodwill Industries International from the U.S. Department of Justice, office of Juvenile Justice and Delinquency Preven-tion.* The funds were dispersed to 56 independent Goodwill agencies around the country. The program helps youth build career plans and skills

while preparing for school completion, post-secondary training and productive work by connecting youth with structured, supportive relationships with trusted adult mentors. The program targets youth between the ages of 12 and 17 who are at risk for dropping out of school, facing legal troubles, or facing issues such as abuse, disabilities, drug or alcohol depen-dence, or gang membership.

*This project was supported by the GoodGuides® Youth Mentoring Grant No. 2009-SC-B9-0035 awarded by the Office of Juvenile Justice and Delinquency Prevention, Office of Justice Programs, U.S. Department of Justice. Points of view or opinions in this document are those of the author and do not necessarily represent the official position or policies of the U.S. Department of Justice.

nearly 50,000 youth and adults received services paid for with grant funds from Goodwill Industries International. The following grants are examples of those:

• luMina FounDation: Expanded access topost-secondary education and training at community colleges through Community College/Career Collaboration, structured Goodwill/community college partnerships.

• Charles sChwaB FounDation:Improved financial well-being of Goodwill employees and program participants through GoodAssets, a financial education and coaching program.

• the Goizueta FounDation: Expanded services to previously underserved Hispanic populations via the buena Vida initiative.

• the annie e. Casey FounDation: Continued support for familyfinancial stability through family strengthening.

10 Goodwill expanded its online PresenceIn 2011, Goodwill Industries International’s blog and podcast, my Story, reached a milestone of 100 featured stories. This unique

blog features stories as told from the voices and perspectives of Goodwill program participants, volunteers and staff on how they’ve earned a living, improved their lives, and strengthened their families and communities with Goodwill’s support. To celebrate this milestone, Goodwill debuted a new inter-active map on the my Story landing page, www.goodwill.org/my-story, which shows the stories pinned to their geographical locations. The my Story site also averaged more than 9,500 unique page views per month, a 60 percent increase over the 2010 average.

In addition, Goodwill launched a new blog landing page, www.goodwill.org/blog, uniting all of its frequently produced content in one location. The page includes links to Goodwill Industries International’s Facebook and Twitter pages, and features Goodwill’s “Ask Goodwill” blog, which offers career and financial advice to job seekers.

Goodwill Industries International officially launched its new monthly newsletter for the public in January 2011 and reached more than 9,000 subscribers by the end of the year. Goodwill also launched its first mobile texting campaign aimed at shoppers and job seekers.

Meet the 2011 GraDuate anD aChiever oF the yearFor more than a century, Goodwill has been helping people find jobs, support their families, and feel the satisfaction that comes from working. Goodwill empowers people through a variety of job training programs, employment placement services and other community-based programs.

The 2011 Kenneth Shaw Graduate of the Year and the 2011 Achiever of the Year are just two of the millions of people who look to Goodwill for career services and related support.

2011 kenneth shaw GraDuate oF the yearMiChael BullinG Tacoma, WA

michael bulling was born three months early, weighing only one and a half pounds. While a resulting learning disability and cerebral palsy have presented challenges in his work and personal life, bulling insists his story is not a sad one.

“my mother always said I could learn new things. She’s right. no matter where you come from, it’s where you’re going that really counts,” he says. “nothing is wrong with me.”

A friend told bulling about the CHoICES program at Tacoma Goodwill Industries, which helps people with disabilities prepare for and earn employ-ment. Through Goodwill, he secured a job as a custodian at Seattle-Tacoma International Airport, a job he’s held the past three years.

His Capital building maintenance supervisor says, “michael has a lot of heart and a great attitude. Whatever it takes to get a job done, he’ll do it. I wish everybody had that kind of attitude.”

winning ThRough woRk

View the video at bit.ly/gwmichael or scan the QR code with your smart phone to hear more of michael’s story.

2011 aChiever oF the yearChaD ChristManSpokane, WA

Chad Christman may be one of the most well-known employees at Goodwill Industries of the Inland northwest. As an IT administrator, he interacts with more than 230 users about the technology they rely on to do their jobs — their computers. In a wheelchair outfitted with a special cart, he is able to move computers, monitors and other supplies while on the job.

Christman has severe scoliosis, a result of a car accident when he was an infant that required multiple surgeries, two years of hospitalization and time in a wheelchair during his developmental years.

He says that while other employers only saw his wheelchair, Goodwill saw what he could do. “Goodwill believed in me and my future. now I have a job I love and can help others.”

Clark brekke, president and CEo of the Spokane Goodwill, says, “Chad’s personal transformation from service recipient to service provider is a testament to Goodwill’s mission. His newly found independence helps Goodwill navigate its dependence on technology.”

View the video at bit.ly/gwchad or scan the QR code with your smart phone to hear more of chad’s story.

goodwill believed in me and my future. now i have a job i love and can help others. — Chad Christman

gooDwill inDusTRies inTeRnATionAl, inc. 2011 AnnuAl RepoRT

CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONAs of December 31, 2011(with comparative totals as of December 31, 2010)

TEMPORARILY PERMANENTLY 2011 2010 UNRESTRICTED RESTRICTED RESTRICTED TOTAL TOTAL

ASSETS

Cash and cash equivalents $2,062,368 $ — $ — $2,062,368 $1,374,484

Investments 5,852,238 2,924,447 1,175,854 9,952,539 11,001,884

Accounts and notes receivable 528,213 — — 528,213 703,111

Pledges receivable — 292,530 — 292,530 40,269

Grants receivable 3,061,825 — — 3,061,825 5,195,134

Prepaid expenses and other assets 594,500 — — 594,500 486,611

Property and equipment 8,679,903 — — 8,679,903 8,627,902

TOTAL ASSETS $20,779,047 $3,216,977 $1,175,854 $25,171,878 $27,429,395

LIABILITIES AND NET ASSETS

LIABILITIES

Accounts payable $3,984,825 $ — $ — $3,984,825 $5,496,522

Accrued expenses 1,468,741 — — 1,468,741 1,530,840

Deferred revenue 377,755 — — 377,755 322,467

Capital lease obligations 29,450 — — 29,450 66,715

Bonds payable 1,700,000 — — 1,700,000 1,800,000

Interest rate swap agreement 111,355 — — 111,355 60,169

Security deposit 21,883 — — 21,883 21,883

TOTAL LIABILITIES 7,694,009 — — 7,694,009 9,298,596

NET ASSETS 13,085,038 3,216,977 1,175,854 17,477,869 18,130,799

TOTAL LIABILITIES AND NET ASSETS $20,779,047 $3,216,977 $1,175,854 $25,171,878 $27,429,395

Goodwill Industries International, Inc., (GII) was established in 1902 and incorporated in 1920 to improve the quality of life of people with disabilities and other disadvantages such as welfare dependency, illiteracy or lack of work experience. Each local Goodwill agency is a separate 501(c)(3) corporation. The Goodwill enterprise is composed of GII and members and affiliates in the United States, Canada and 14 other countries worldwide. All Goodwill members and affliates are independent, community-based nonprofit corporations that provide career services, job training, placement, employment and supportive services for people with disabilities and other disadvantages. Through a member agreement with the local agencies, GII represents the broader enterprise before the federal government and national and international organizations. GII provides Goodwill agencies with various services, including consulting for workforce development, retail, and commercial operations, financial and management information, education and training, public relations, and legislative information.

CONSOLIDATED STATEMENTS OF ACTIVITIES AND CHANGES IN NET ASSETSYear ended December 31, 2011(with comparative totals for the year ended December 31, 2010)

TEMPORARILY PERMANENTLY 2011 2010 UNRESTRICTED RESTRICTED RESTRICTED TOTAL TOTAL

REVENUE AND SUPPORT

Federal awards $30,424,132 $ — $ — $30,424,132 $29,430,113

Membership dues 17,922,153 — — 17,922,153 17,172,054

Contributions 1,755,091 1,288,938 — 3,044,029 5,452,081

Program service fees 2,430,117 — — 2,430,117 2,094,709

Rental 297,239 — — 297,239 297,239

Legacies and bequests 134,732 — — 134,732 166,930

Investment income 85,033 41,872 — 126,905 153,036

Other income 12,373 — — 12,373 16,325

Participation fees — — — — 196,553

TOTAL REVENUE 53,060,870 1,330,810 — 54,391,680 54,979,040

Net assets released from restriction 2,470,810 (2,470,810) — — —

TOTAL REVENUE AND SUPPORT 55,531,680 (1,140,000) – 54,391,680 54,979,040

EXPENSE

PROGRAM SERVICES

Sponsored programs and grants 32,777,301 — — 32,777,301 30,571,540

Direct services to membership 12,810,872 — — 12,810,872 12,562,942

Support services to membership 5,354,413 — — 5,354,413 4,989,756

TOTAL PROGRAM SERVICES 50,942,586 — — 50,942,586 48,124,238

MANAGEMENT AND GENERAL SERVICES

General and administrative 3,644,262 — — 3,644,262 3,612,653

Resource development 479,458 — — 479,458 473,040

TOTAL MANAGEMENT AND GENERAL 4,123,720 — — 4,123,720 4,085,693

TOTAL EXPENSE 55,066,306 — — 55,066,306 52,209,931

CHANGE IN NET ASSETS FROM OPERATIONS 465,374 (1,140,000) — (674,626) 2,769,109

NET GAIN (LOSS) ON INVESTMENTS 84,780 (1,550) (10,348) 72,882 401,763

UNREALIZED LOSS ON INTEREST RATE SWAP AGREEMENT (51,186) — — (51,186) (60,169)

GUARANTEE RESERVE — — — — 15,502

CHANGE IN NET ASSETS 498,968 (1,141,550) (10,348) (652,930) 3,126,205

NET ASSETS, BEGINNING OF YEAR 12,586,070 4,358,527 1,186,202 18,130,799 15,004,594

NET ASSETS, END OF YEAR $13,085,038 $3,216,977 $1,175,854 $17,477,869 $18,130,799

Vice chAiRtommy a. MooreFirst Investors Financial Services, Inc.Houston, TX

TReAsuReRJames hazyLeadership Science, LLCGarden City, NY

secReTARyDr. a. Gidget hopf, CeGoodwill Industries of the Finger LakesRochester, NY

BoARD memBeRsDeborah alvarez-rodriguez, CeGoodwill Industries of San Francisco, San mateo and marin CountiesSan Francisco, CA

J. Carlos artolaIndar Ventures, LLCMelrose Park, IL

Michelle Belknap, CeEaster Seals-Goodwill northern Rocky mountainGreat Falls, MT

sue BohaichukGovernment of AlbertaAlberta, Canada

Phil Boyceboyce & AssociatesSaratoga, CA

Dennis Brice, CeChattanooga Goodwill IndustriesChattanooga, TN

Peter C. BrinckerhoffCorporate Alternatives, Inc.Union Hall, VA

Diana BurleyThe George Washington University Ashburn, VA

kathy Crosby, CeGoodwill Industries of Greater Grand RapidsGrandville, MI

larry DeJarnettThe Lamar GroupPalm Desert, CA

Dr. Jeffry GoldenCrere Coeur, MO

Brenda GumbsPerfetti Van melle USA, Inc.Erlanger, KY

terry hayes, CeTacoma Goodwill IndustriesTacoma, WA

larry D. isholDeloitte, LLPArlington, VA

Brian itzkowitz, CeGoodwill Industries of ArkansasLittle Rock, AR

Bill J. kacalHouston, TX

Charles layman, CeGoodwill Industries of Central Virginia Richmond, VA

Jim Martin, CeGoodwill Industries of Lane and South Coast CountiesEugene, OR

Janet McCarthy, CeGoodwill Serving the People of Southern Los Angeles CountyLong Beach, CA

Catherine Meloy, CeGoodwill of Greater WashingtonWashington, DC

Donna MillerGrefe & Sidney, PLCDes Moines, IA

John owen, CeGoodwill Industries of South TexasCorpus Christi, TX

Dennis Pastrana, CeGoodwill Industries of South FloridaMiami, FL

Marjory Pizzuti, CeGoodwill ColumbusColumbus, OH

Michelle quintyn, CeGoodwill Industries ontario, Great LakesLondon, ON

Jeffrey a. van DorenPoarch Van Doren Law FirmSalem, VA

John a. wickland, iiiWickland CorporationSacramento, CA

Floyd wilson, Jr.metro Health HospitalGrand Rapids, MI

ADVisoRy DiRecToRswill a. CourtneyCourtney & Courtney PropertiesFt. Worth, TX

Jarret lobbmonro muffler and brake ServicePittsford, NY

evelyne villinesDes Moines, IA

Bill woodLaguna Beach, CA

chAiRPaul ChaPin, Ce Goodwill, The Amity GroupHamilton, ON

pResiDenT AnD ceoJiM GiBBonsGoodwill Industries International, Inc. Rockville, MD

* Included in the Standing Committees are: Executive Committee; Audit Committee; Finance Committee; and Compensation Committee.

BoARD of DiRecToRs* 2011–2012