TY 2013 Form 990PF

Part I	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books	(b) Net investment income	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)
	1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	550,532	550,532	550,532
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		1,139,733
b	Gross sales price for all assets on line 6a 6,377,102
7	Capital gain net income (from Part IV, line 2)...		1,139,733
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......		689,600	689,600	689,600
12	Total. Add lines 1 through 11........	2,379,865	2,379,865	1,240,132
	13	Compensation of officers, directors, trustees, etc.	0	0	0	0
14	Other employee salaries and wages......	173,029	0	0	173,029
15	Pension plans, employee benefits.......	26,000	0	0	26,000
16a	Legal fees (attach schedule).........		177	0	0	177
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....		368,722	368,722	0	0
17	Interest...............
18	Taxes (attach schedule) (see instructions)		78,140	24,696	0	13,887
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......	8,573	0	0	8,573
22	Printing and publications..........	174	0	0	0
23	Other expenses (attach schedule).......		45,906	0	0	45,353
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	700,721	393,418	0	267,019
25	Contributions, gifts, grants paid........	1,771,761			1,771,761
26	Total expenses and disbursements. Add lines 24 and 25	2,472,482	393,418	0	2,038,780
	27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-92,617
b	Net investment income (if negative, enter -0-)		1,986,447
c	Adjusted net income (if negative, enter -0-)...			1,240,132

Part III	Analysis of Changes in Net Assets or Fund Balances
1	Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
	with end-of-year figure reported on prior year’s return)...............	1	31,334,034
2	Enter amount from Part I, line 27a.....................	2	-92,617
3	Other increases not included in line 2 (itemize)	3	1,736,495
4	Add lines 1, 2, and 3..........................	4	32,977,912
5	Decreases not included in line 2 (itemize)	5	180,482
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	32,797,430

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)	(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	SEE ATTACHED	P	2013-04-01	2014-03-31
b	SEE ATTACHED	P	2013-04-01	2014-03-31
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7		2	1,139,733
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . . . .	3	116,601

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
2012	1,959,502	29,445,337	0.066547
2011	1,881,536	29,971,931	0.062777
2010	1,610,074	30,764,547	0.052335
2009	1,251,984	28,860,833	0.043380
2008	1,959,382	31,432,153	0.062337

2	Total of line 1, column (d) ......................	2	0.287376
3	Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years. . .	3	0.057475
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	29,768,132
5	Multiply line 4 by line 3.......................	5	1,710,923
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	19,864
7	Add lines 5 and 6.........................	7	1,730,787
8	Enter qualifying distributions from Part XII, line 4..............	8	2,038,780
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	19,864
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2	0
3	Add lines 1 and 2............................	3	19,864
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-).	4	0
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	19,864
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	37,896
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............	7	37,896
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.	8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......	9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...	10	18,032
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax18,032	Refunded	11	0

1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
GARY KESSLER	PRESIDENT (FORMER) 1.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501
NAOJI ONO	PRESIDENT 1.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501
KIM SMALLEY	VICE PRESIDENT 1.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501
STEVEN CENTER	SECRETARY/ TREA 1.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501
ROBERT MACIAS	BOARD MEMBER 0.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501
CYNDI MAYEDA	BOARD MEMBER 0.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501
JOANN VINCENT	BOARD MEMBER 0.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501
NINA BRYSON	BOARD MEMBER 0.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501
SANDRA RAMIREZ	BOARD MEMBER 0.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501
MELISSA ROMANOLI	BOARD MEMBER 0.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
A CHILD'S PLACE 601 E 5TH ST STE 230 CHARLOTTE,NC28202		PUBLIC	MY PLACE, A SIX-WEEK, SUMMER DAY CAMP AND ENRICHMENT PROGRAM SERVES APPROXIMATELY 160 HOMELESS CHILDREN IN GRADES 1-6. THE CURRICULUM IS DELIVERED BY CMS TEACHERS AND FOCUSES ON THE SUBJECT MATTER THAT CHILDREN TYPICALLY STRUGGLE WITH: MATH, SCIENCE AND READING. STUDENTS RECEIVE 15 HOURS OF INSTRUCTION PER WEEK ALONG WITH EXTRACURRICULAR ACTIVITIES SUCH AS SWIMMING, PHOTOGRAPHY LESSONS AND WEEKLY FIELD TRIPS. THE PROGRAM WAS DESIGNED TO PREVENT SUMMER LEARNING LOSS AND PROVIDE A SAFE, FUN AND EDUCATIONAL REPRIEVE FROM THEIR DAY-TO-DAY CHAOS.	75,000
AFTER-SCHOOL ALL-STARS 5670 WILSHIRE BVD STE620 LOS ANGELES,CA90036		PUBLIC	STEM CAMPUS IS A ONE WEEK INNOVATIVE HIGH SCHOOL AND COLLEGE READINESS PROGRAM FOR AT-RISK RISING 9TH GRADERS. DURING THE SUMMER, PARTICIPANTS LEARN TO WRITE COMPELLING COLLEGE APPLICATIONS, CREATE PERSONALIZED FOUR YEAR HIGH SCHOOL PLANS, AND IDENTIFY STRATEGIES AND REQUIREMENTS NEEDED TO GRADUATE HIGH SCHOOL AND PROGRESS TO COLLEGE. ADDITIONALLY, STUDENTS RECEIVE AN INTRODUCTION TO COLLEGE PREPARATORY COURSES; CONNECT WITH PROFESSIONALS FROM VARIOUS STEM FIELDS; AND PARTICIPATE IN A LEADERSHIP AND ENTREPRENEURSHIP COMPONENT WHERE THEY LEARN HOW TO LAUNCH AND GROW A HIGH-TECH START-UP BUSINESS.	75,000
BAYOU DISTRICT FOUNDATION 320 JULIA ST NEW ORLEANS,LA70130		PUBLIC	EARLY CHILDHOOD EDUCATORS FROM LOUISIANA, MISSISSIPPI AND ALABAMA ATTEND TEN FULL-DAY INTENSIVE SESSIONS, DESIGNED TO DEEPEN THEIR CONTENT KNOWLEDGE AND SKILLS. PARTICIPANTS TRAIN ALONGSIDE SOME OF THE BEST EARLY CHILDHOOD EDUCATORS IN NEW ORLEANS, EXPERIENCING LEARNING IN SMALL, COOPERATIVE GROUPS. THESE GROUP SESSIONS PROVIDE COMPREHENSIVE, EVIDENCE-BASED SUPPORT TO CHILDREN FROM LOW-INCOME COMMUNITIES WHILE BUILDING STRONG PARTNERSHIPS WITH PARENTS, EMPHASIZING THEIR ROLE AS STRONG ADVOCATES FOR THEIR CHILDREN'S LONG-TERM ACADEMIC SUCCESS.	75,000
BIG PICTURE PHILADELPHIA 120 W DAUPHIN ST PHILADELPHIA,PA19133		PUBLIC	AT BPP SCHOOLS, INTERNSHIPS OFFER AN INTEGRAL LEARNING EXPERIENCE FOR STUDENTS. PRE-INTERNSHIP CURRICULUM INTRODUCES STUDENTS TO RESUME AND PORTFOLIO DEVELOPMENT, JOB SEEKING SKILLS, PROFESSIONAL ETIQUETTE AND INTERVIEW TRAINING LEADING TO AN INTERNSHIP PLACEMENT WITH ONE OF OVER 375 LOCAL BUSINESS AND NONPROFIT PARTNERS. STUDENTS MAINTAIN A 2-DAY A WEEK INTERNSHIP SCHEDULE THROUGHOUT THE YEAR, FOLLOWED BY POST-SECONDARY SERVICES SUCH AS A DUAL-ENROLLMENT PROGRAM AT THE LOCAL COMMUNITY COLLEGE, COLLEGE TOURS, COLLEGE FAIRS, AND ASSISTANCE WITH COLLEGE APPLICATIONS AND FINANCIAL AID FORMS.	30,174
CARRFOUR SUPPORTIVE HOUSING 1398 SW 1ST 12TH FLOOR MIAMI,FL33135		PUBLIC	VERDE KIDS' AFTER-SCHOOL PROGRAM EMPOWERS YOUTH TO TAKE ENVIRONMENTAL RESPONSIBILITY AND DEVISE INNOVATIVE SOLUTIONS TO ADDRESS CURRENT ENVIRONMENTAL CONCERNS. STUDENTS LEARN ABOUT COMPOSTING, SOIL BUILDING, FARMING AND FOOD PREPARATION WHILE GAINING VALUABLE SKILLS IN RESEARCH, MARKETING AND PUBLIC SPEAKING. COMPOST COLLECTED AT THEIR ELEMENTARY/MIDDLE SCHOOL AND FROM TWO ADJACENT ORGANIZATIONS IS USED TO CREATE SOIL TO GROW HEALTHY ORGANIC FOODS NOT READILY ACCESSIBLE IN THE COMMUNITY.	57,903
CHICAGO PRE-COLLEGE SCIENCE AND ENGINEERING INC (CHIS&E) 900 SOUTH CLARK SUITE 513 CHICAGO,IL60605		PUBLIC	TEACHERS WITHIN CHICAGO PUBLIC SCHOOLS ARE TRAINED TO DELIVER HIGHLY-ENGAGING, AGE APPROPRIATE HANDS-ON STEM ACTIVITIES TO STUDENTS IN GRADES K-4. AN EXPANSION IS UNDERWAY TO INCLUDE GRADES 5-7 (ADDING A NEW GRADE OVER THE NEXT THREE YEARS). YOUNG SCIENTISTS AND THEIR PARENTS COMMIT EACH YEAR TO PARTICIPATE IN TWO, 4-WEEK SESSIONS HELD ON SATURDAYS. EACH GRADE FOCUSES ON A SPECIFIC FIELD OF ENGINEERING WITH STUDENTS EXPLORING AND SOLVING PROBLEMS IN SMALL GROUPS. PARENTS SIMULTANEOUSLY ATTEND TRAINING WORKSHOPS AND RETURN LATER TO CONDUCT SCIENTIFIC EXPERIMENTS ALONGSIDE THEIR CHILDREN.	75,000
CINCINNATI MUSEUM CENTER 1301 WESTERN AVE CINCINNATI,OH45203		PUBLIC	TEENAGERS AGES 13-18 RECEIVE FREE, INFORMAL STEM LEARNING WHILE DEVELOPING WORKPLACE SKILLS IN ONE OF THREE MUSEUMS HOUSED IN THE CINCINNATI MUSEUM CENTER. THE PROGRAM STARTS IN THE 9TH GRADE AND CONTINUES THROUGH HIGH SCHOOL GRADUATION. ONCE SELECTED, PARTICIPANTS RECEIVE IN-DEPTH STEM-RELATED TRAINING AND MENTORING RELATED TO THEIR CHOSEN MUSEUM. NEWFOUND KNOWLEDGE IS THEN USED TO GREET VISITORS, INTERPRET EXHIBITS AND FACILITATE HANDS-ON SCIENTIFIC DEMONSTRATIONS AND ACTIVITIES. STUDENTS ALSO BENEFIT FROM MULTIPLE WORKSHOPS, FIELD TRIPS, COLLEGE VISITS AND LEADERSHIP TRAINING.	20,000
CITIZEN SCHOOLS 570 BROAD ST SUITE 901 NEWARK,NJ07102		PUBLIC	STEM PROFESSIONALS FROM LOCAL BUSINESSES AND CIVIC ORGANIZATIONS ARE COMMISSIONED TO SERVE AS CITIZEN TEACHERS, TRANSFORMING THE AFTERNOON INTO EXTENDED LEARNING TIME DEDICATED TO IMPROVING ACHIEVEMENT AND MAKING LEARNING EXCITING. THESE POWERFUL ROLE MODELS ENGAGE MIDDLE SCHOOL STUDENTS IN HANDS-ON STEM LEARNING EXPERIENCES RELATED TO HIS OR HER WORK. FOLLOWING EACH 11-WEEK APPRENTICESHIP, STUDENTS TEACH BACK WHAT THEY LEARNED BEFORE PARENTS, FRIENDS AND THE COMMUNITY. STUDENTS PARTICIPATE IN A TOTAL OF FOUR APPRENTICESHIPS OVER THE COURSE OF THE ACADEMIC SCHOOL YEAR.	50,000
CLEMSON UNIVERSITY FOUNDATION 110 DANIEL DR CLEMSON,SC29631		PUBLIC	MIDDLE AND HIGH SCHOOL TEACHERS RECEIVE PROFESSIONAL DEVELOPMENT TRAINING LEARNING FUN, ENGAGING ACTIVITIES THAT CONNECT TO MOTORSPORTS AND THEN LEAD THEIR STUDENTS IN INQUIRY-BASED ACTIVITIES GROUNDED IN SCIENTIFIC AND MATHEMATICAL CONCEPTS. STUDENTS GRASP LESSONS ON NEWTON'S LAWS, SPEED, VELOCITY, MOMENTUM AND AERODYNAMICS TO DESIGN CAR PROTOTYPES, SAFETY FEATURES AND CONDUCT OTHER EXPERIMENTS, GAINING AN UNDERSTANDING OF THE STEM BEHIND SAFE DRIVING. ACTIVITIES CULMINATE IN A SCHOOL-WIDE PROJECT THAT MEASURES THE CHANGES IN PRACTICES AND BELIEFS OF TEENAGERS TOWARDS DRIVER SAFETY.	53,550
FORT WAYNE PUBLIC TELEVISION INC 2501 E COLISEUM BLVD FORT WAYNE,IN46805		PUBLIC	SERVING AS A COST-EFFECTIVE ALTERNATIVE TO TRADITIONAL SCHOOL FIELD TRIPS, VFT TAKE STUDENTS ON FUN, EDUCATIONAL AND ENGAGING JOURNEYS THAT THEY MAY NOT OTHERWISE HAVE AN OPPORTUNITY TO VISIT -- ALL WITHOUT LEAVING THE COMFORTS OF THEIR OWN CLASSROOMS. DEPENDING ON THE AGE/GRADE LEVEL, THE VFTS COVER TOPICS SUCH AS THE SCIENCE BEHIND MAKING ICE CREAM; CREATING A LIVABLE ENVIRONMENT ON THE MOON; AND APPLYING MATH CONCEPTS TO PRINCIPLES OF SAVING AND INVESTING. EACH VFT MEETS NATIONAL EDUCATION STANDARDS AND IS ACCOMPANIED BY A TEACHERS GUIDE AND/OR LEARNING ACTIVITY MATERIALS TO EXPAND LEARNING.	56,550
GIRL SCOUTS OF EASTERN MASSACHUSETTS 95 BERKELEY STREET BOSTON,MA10211		PUBLIC	GIRLS, GRADES 5-8 ARE EXPOSED TO PROGRAMMATIC, STEM ACTIVITIES TO HELP INCREASE THEIR AWARENESS, SELF-ESTEEM AND INSPIRATION TO PURSUE HIGHER EDUCATION AND FUTURE STEM-RELATED CAREERS. APPROXIMATELY 3,000 GIRLS RESIDING IN LOW-INCOME COMMUNITIES INCLUDING PUBLIC HOUSING ARE PROVIDED A SAFE, SUPPORTIVE ALL-GIRL SETTING, GAINING EXPOSURE TO WOMEN PROFESSIONALS WHO SERVE AS ROLE MODELS AND MENTORS. ENRICHING STEM ACTIVITIES FEATURE GREEN ENERGY, SOFTWARE TECHNOLOGY, ENGINEERING, MARINE BIOLOGY AND FORENSICS, AMONG OTHER THINGS.	50,000
HOFSTRA UNIVERSITY HAGEDOM HALL 105 HEMPSTEAD,NY11549		PUBLIC	THE STEM STUDIO PROVIDES STUDENTS WITH MATH, SCIENCE AND ENGINEERING DESIGN CHALLENGES THAT INTEGRATE LITERACY, SOCIAL STUDIES AND THE ARTS. ELEMENTARY AND MIDDLE SCHOOL STUDENTS ENGAGE IN PROBLEM-BASED INTERDISCIPLINARY CURRICULA DELIVERED IN 2 HOUR SESSIONS WITH STATE-OF-THE-ART MATERIALS AND LESSONS WHILE JUST-IN-TIME MENTORING AND PROFESSIONAL DEVELOPMENT IS PROVIDED TO PRE- AND IN-SERVICE TEACHERS. DURING EACH VISIT, STUDENTS WORK IN SMALL GROUPS AND ARE GIVEN ACCESS TO AN ARRAY OF MATERIALS THAT CAN BE USED TO SOLVE PROBLEMS THAT HAVE MULTIPLE SOLUTION SETS AND PATHWAYS.	75,000
JUMPSTART FOR YOUNG CHILDREN 1624 W OLYMPIC BLVD SUITE 1050 LOS ANGELES,CA90015		PUBLIC	COLLEGE STUDENTS (CORPS MEMBERS) AND ADULT VOLUNTEERS COMMIT FOR A FULL SCHOOL YEAR, WORKING ALONGSIDE PRESCHOOL CHILDREN TO HELP DEVELOP THEIR LANGUAGE, LITERACY, SOCIAL AND INITIATIVE SKILLS. TEAMS OF FOUR TO EIGHT VOLUNTEERS SPEND APPROXIMATELY TWO HOURS, TWICE A WEEK, ENGAGING PRESCHOOL CHILDREN IN SMALL GROUPS AS WELL AS ONE-ON-ONE. A DIFFERENT STORYBOOK HELPS TO BRING WEEKLY SCIENTIFIC THEMES TO LIFE AND IS SUPPLEMENTED WITH A VARIETY OF ENRICHING AND FUN, HANDS-ON ACTIVITIES. PARENTS RECEIVE A SET OF THOSE SAME STORYBOOKS ALONG WITH ADDITIONAL RESOURCES TO CONTINUE ENGAGEMENT IN THE HOME.	75,000
LIVING ARTS 8701 W VERNOR HWY SUITE 202 DETROIT,MI48209		PUBLIC	LOCAL ARTISTS ARE ENLISTED IN ARTS RESIDENCIES TO SERVE APPROXIMATELY 3,200 PRE-KINDERGARTEN THROUGH EIGHTH GRADE YOUTH. PARTNERING WITH CLASSROOM TEACHERS THROUGHOUT SOUTHWEST DETROIT, THESE TEACHING ARTISTS DELIVER 20 DATA-DRIVEN, ARTS-INFUSED SESSIONS THAT NOT ONLY MEET ACADEMIC STANDARDS, BUT HELP STRENGTHEN STUDENTS' SCIENCE, MATH, TECHNOLOGY AND LITERACY SKILLS. THIS UNIQUE APPROACH INTEGRATES THE ARTS INTO DAY-TO-DAY EDUCATION, RESULTING IN SIGNIFICANT IMPROVEMENT IN STUDENT PERFORMANCE. PROGRAMMING ALSO INCLUDES FAMILY WORKSHOPS AND EVENTS TO ENGAGE PARENTS/CAREGIVERS IN THEIR CHILDREN'S LEARNING.	60,000
NATIONAL SCIENCE TEACHERS ASSOCIATION 1840 WILSON BLVD BOSTON,MA10211		PUBLIC	IN AN EFFORT TO RETAIN MIDDLE AND HIGH SCHOOL SCIENCE TEACHERS, THE NEW SCIENCE TEACHER ACADEMY WAS DESIGNED TO ENHANCE TEACHER CONFIDENCE AND CONTENT KNOWLEDGE. THROUGHOUT THE ACADEMIC SCHOOL YEAR, SELECTED TEACHERS RECEIVE ON-GOING E-MENTORING FROM VETERAN SCIENCE TEACHERS AND SCIENTISTS; UNLIMITED USE OF SCIENCE RESOURCES AND LESSON PLANS; AND PARTICIPATION IN OTHER WEB-BASED PROFESSIONAL DEVELOPMENT ACTIVITIES. ELIGIBLE TEACHERS MUST BE ENTERING THEIR SECOND OR THIRD YEAR OF TEACHING AND ARE REQUIRED TO SPEND 51% OF THE TIME TEACHING SCIENCE.	50,000
NEW HAVEN ECOLOGY PROJECT 358 SPRINGSIDE AVE NEW HAVEN,CT06515		PUBLIC	HIGH SCHOOL STUDENTS FORM STEWARDSHIP TEAMS TO WORK ALONGSIDE ENVIRONMENTAL EDUCATORS TO PLAN, DESIGN AND CONSTRUCT SCHOOLYARD HABITATS AT THREE PUBLIC ELEMENTARY SCHOOLS. THESE OUTDOOR CLASSROOMS ENGAGE K-8TH GRADE STUDENTS IN HIGH-QUALITY, STANDARDS-DRIVEN, HANDS-ON SCIENCE INVESTIGATIONS COVERING TOPICS SUCH AS WILDLIFE DIVERSITY; FOREST ECOLOGY; ANIMAL TRACKING AND ADAPTATIONS; AND WATERSHEDS AND STORM DRAIN MANAGEMENT. LESSONS TAKE PLACE BEFORE, DURING OR AFTER SCHOOL AND VARY FROM ONE-DAY FIELD TRIPS TO ONGOING HABITAT MONITORING PROJECTS LED BY EITHER CLASSROOM TEACHERS AND/OR STEWARDSHIP TEAMS.	75,000
OC STEM INITIATIVE 2101 E PACIFIC COAST HWY 3RD FLOOR CORONA DEL MAR,CA92625		PUBLIC	SEVENTH AND EIGHTH GRADERS GAIN EXPOSURE TO LEARNING IN THE ARTS INTEGRATED WITH SOLID FOUNDATIONAL INSTRUCTION IN STEM. THE HEART OF THE INTRODUCING STEM+ART THROUGH PROJECT-BASED LEARNING PROGRAM IS FUN. DIY KITS CONTAINING REUSABLE, SCALABLE AND AFFORDABLE MATERIALS AND RELATED CURRICULUM ARE USED TO CREATE INDIVIDUAL PROJECTS THAT DEMONSTRATE ARTISTIC EXECUTIONS WHILE INCORPORATING ELECTRONIC CIRCUITRY. ITS TWO PROJECT-BASED KITS: ELECTRONIC FASHION AND ELECTRONIC MUSIC SERVE AS A DRAW FOR ENGAGING AND INSPIRING STUDENTS IN STEM.	75,000
ORANGEWOOD CHILDREN'S FOUNDATION 1575 E 17TH ST BLDG A SANTA ANA,CA92705		PUBLIC	THE ACADEMY, A TUITION-FREE, FIRST-OF-ITS-KIND CHARTER HIGH SCHOOL FOR FOSTER YOUTH AND EDUCATIONALLY AT-RISK STUDENTS, INCORPORATES A NUMBER OF BEST PRACTICES, AMONG THEM A LEARNING ENVIRONMENT THAT MAXIMIZES INDIVIDUAL STUDENT ATTENTION, STAFF DEDICATED TO THE "WHOLE STUDENT" AND STATE-OF-THE-ART TECHNOLOGY FOR ALL STUDENTS. EMPHASIS IS PLACED ON SCIENCE, TECHNOLOGY, ENGINEERING AND MATHEMATICS (STEM), GIVING STUDENTS THE OPTION OF FOLLOWING EITHER AN ENGINEERING OR DESIGN PATHWAY. PROJECT-BASED LEARNING IS THE HEART OF THE ACADEMY'S INSTRUCTIONAL APPROACH, ALLOWING STUDENTS TO TAKE AN ACTIVE ROLE IN THEIR OWN LEARNING AS WELL AS DEVELOPING DEEP CRITICAL THINKING AND COLLABORATION SKILLS, BETTER PREPARING THEM FOR COLLEGE, CAREER AND LIFE.	54,000
PELLISSIPPI STATE COMMUNITY COLLEGE FOUNDATION 10915 HARDIN VALLEY RD KNOXVILLE,TN37933		PUBLIC	EACH SUMMER, 150 UNDERSERVED, RISING TENTH GRADERS ATTEND A THREE-WEEK SUMMER INSTITUTE, HELD FIVE DAYS PER WEEK. IN ADDITION TO GAINING EXPOSURE TO COLLEGE LIFE, STUDENTS RECEIVE HANDS-ON, PROJECT-BASED LESSONS BY PARTICIPATING IN ONE OF FOUR LEARNING COMMUNITIES: ALTERNATIVE ENERGY; ROBOTICS; AQUABIOTICS; AND PHOTOGRAPHIC SCIENCE. OTHER ACTIVITIES INCLUDE TEAM- BUILDING EXERCISES, SERVICE PROJECTS, STEM GUEST SPEAKER SERIES AND FIELD TRIPS. PARTICIPANTS CONDUCT DEMONSTRATIONS AND PRESENTATIONS BEFORE PARENTS, FACULTY AND COMMUNITY MEMBERS AT A CLOSING CEREMONY.	46,760
PHILADELPHIA READS 325 CHESTNUT STREET SUITE 903 PHILADELPHIA,PA19106		PUBLIC	TARGETING LOW-INCOME, RISING 1ST-3RD GRADE STUDENTS, THE SIX-WEEK SUMMER READS PROGRAM HELPS TO BRIDGE THE SUMMER LEARNING GAP THAT TAKES PLACE DURING SUMMER VACATION. USING CROSS CURRICULAR METHODOLOGY, THE PROGRAM BUILDS LITERACY SKILLS BY INTEGRATING READING, WRITING, SCIENCE, MUSIC AND ART AROUND A SINGLE UNIFYING THEME. STUDENTS ARE TAUGHT AND MENTORED BY PROFESSIONAL ARTISTS, MUSICIANS AND TEACHERS, FOUR AND HALF HOURS A DAY, THREE DAYS A WEEK. DAILY ACTIVITIES CONSIST OF READING IN SMALL GROUPS, JOURNAL WRITING, ART AND SCIENCE ACTIVITIES AND OTHER PROJECTS RELATED TO A BOOK OR SUMMER THEME.	45,000
RAINIER SCHOLARS 2100 24TH AVE S STE 350 SEATTLE,WA98144		PUBLIC	PROMISING STUDENTS OF COLOR EMBARK UPON AN 11-YEAR JOURNEY BEGINNING WITH A 14-MONTH INTENSIVE ACADEMIC "BOOT CAMP" WHICH PUTS RISING SIXTH GRADERS ON THE PATH TO COLLEGE-PREPARATORY SUCCESS. DURING THIS FIRST PHASE OF THE PROGRAM, SCHOLARS LEARN EFFECTIVE STUDY SKILLS, TIME MANAGEMENT STRATEGIES AND CRITICAL THINKING SKILLS WHILE ATTENDING RIGOROUS COURSES FOCUSED ON SCIENCE, MATHEMATICS, LITERATURE AND WRITING, AND HISTORY. ACADEMIC AND SUPPORT SERVICES LEAD TO PLACEMENT IN TOP SCHOOLS AND CONTINUE UNTIL THE SCHOLARS' FINAL DAY OF COLLEGE.	60,000
ROCHESTER INSTITUTE OF TECHNOLOGY (RIT) 52 LOMB MEMORIAL DRIVE ROCHESTER,NY14623		PUBLIC	DEAF AND HARD-OF-HEARING GIRLS AND BOYS ENTERING 7TH, 8TH OR 9TH GRADE ATTEND WEEKLONG STEM CAMPS AT THE RIT-NATIONAL TECHNICAL INSTITUTE FOR THE DEAF (NTID). THE SUMMER SESSIONS ARE TAUGHT IN ENGLISH AND AMERICAN SIGN LANGUAGE AND ARE LED BY DEAF PROFESSIONALS IN THE STEM FIELDS. LESSONS COVER EXCITING, HANDS-ON ACTIVITIES SUCH AS USING FORENSIC SCIENCE TO ANALYZE A MOCK CRIME SCENE; STUDYING THE PHYSICS BEHIND ROLLERCOASTERS; AND UNDERSTANDING THE INNER WORKINGS OF A COMPUTER BY BUILDING ONE TO TAKE HOME AT THE CONCLUSION OF THE CAMP.	55,330
SMITHSONIAN INSTITUTIONNATIONAL ZOOLOGICAL PARK 3001 CONNECTICUT AVE NW WASHINGTON,DC20008		PUBLIC	USING BIRDS AS A VEHICLE FOR FOSTERING SCIENCE LITERACY AND AN INTEREST IN NATURE, UNDERSERVED CHILDREN ARE MOTIVATED TO BECOME GOOD STEWARDS OF THE ENVIRONMENT. EACH OF WASHINGTON DC'S 50 PARTICIPATING CLASSES IS PAIRED WITH A CLASS IN LATIN AMERICA. THE PARTNERED CLASSES LEARN ABOUT THE BIRDS THAT CONNECT THEIR COMMUNITIES AND ABOUT THE COUNTRY AND CULTURE OF THEIR PARTNER CLASS. A BIRD BANDING DEMONSTRATION EXPOSES STUDENTS TO RESEARCH CONDUCTED BY SCIENTISTS TO TRACK THE MOVEMENT OF BIRDS AND OTHER ACTIVITIES INCLUDE BUTTERFLY CAPTURES, SOIL DECOMPOSER EXPLORATIONS AND LESSONS ON STORM WATER RUNOFF.	50,086
SOUTH CAROLINA GOVERNOR'S SCHOOL FOR SCIENCE AND MATH FOUNDATION (GSSM) 1201 MAIN ST SUITE 2350 COLUMBIA,SC29201		PUBLIC	MOTIVATED HIGH SCHOOL STUDENTS FROM ACROSS SOUTH CAROLINA ARE SELECTED FOR A THREE-YEAR JOURNEY EARNING HIGH SCHOOL GRADUATION CREDITS WHILE SIMULTANEOUSLY COMPLETING THEIR FIRST-YEAR COLLEGE ENGINEERING CREDITS. RISING 10TH GRADERS STUDENTS BEGIN WITH A ONE-WEEK SUMMER BOOT CAMP AT GSSM, INTRODUCING THEM TO HANDS-ON, TEAM-BASED PROJECTS THAT SERVE AS THE CORE LEARNING TOOL OF THE PROGRAM. STUDENTS CONTINUE BY ENGAGING IN VIRTUAL COURSES, MONTHLY SATURDAY SESSIONS AND SUMMER ENGINEERING PROJECTS; LEADING TO AN INTERNSHIP AT A SOUTH CAROLINA CORPORATION OR ENGINEERING FIRM.	75,000
THE ANN RICHARDS SCHOOL FOUNDATION 2206 PRATHER LANE AUSTIN,TX78704		PUBLIC	AUSTIN'S ONLY ALL-GIRLS, COLLEGE PREPARATORY SCHOOL EQUIPS 6-12 GRADERS FROM DISADVANTAGED BACKGROUNDS WITH THE SKILLS AND CONFIDENCE TO PURSUE COLLEGE EDUCATIONS AND CAREERS. ITS CURRICULUM IS PROJECT-BASED AND GROUNDED IN STEM. IN ADDITION TO CORE SCIENCE AND MATH COURSES, STUDENTS TAKE A YEAR-LONG STEM COURSE IN 6TH GRADE; PRE-ENGINEERING IN 7TH AND 8TH GRADES; AND SELECT ONE OF THREE PATHWAYS: ENGINEERING, MEDIA TECHNOLOGY, BIOMEDICAL SCIENCE TO FOLLOW DURING THEIR 9TH-12TH GRADE YEARS. ENHANCEMENT PROGRAMS PROVIDE REAL-WORLD EXPERIENCES AND INCLUDE SCIENCE CLUBS, FIELD TRIPS, STEM SUMMER PROGRAMS AND INTERNSHIPS.	40,000
THE ELIZABETH RIVER PROJECT 475 WATER ST STE C103A PORTSMOUTH,VA23704		PUBLIC	DESIGNED TO BOTH MODEL AND TEACH ECOLOGY TO MORE THAN 6,000 URBAN K-12TH GRADE STUDENTS ANNUALLY, THE LEARNING BARGE IS A FLOATING, WETLAND CLASSROOM SOLELY POWERED BY THE SUN AND WIND. THE AIM IS TO TRANSFORM STUDENTS INTO RIVER STEWARDS COMMITTED TO RESTORING THEIR HOME RIVER. WHILE ON BOARD THE BARGE, STUDENTS EXPLORE, RECORD AND ANALYZE DATA BY CONDUCTING HANDS-ON INVESTIGATIONS AT SIX LEARNING STATIONS FOCUSED ON RIVER ECOLOGY, GREEN TECHNOLOGY, GEOGRAPHY AND ECO-ART. SUPPLEMENTAL ACTIVITIES CONTINUE ENGAGEMENT BACK IN THEIR HOME CLASSROOMS.	58,550
THREE SQUARE 4190 N PECOS RD LAS VEGAS,NV89115		PUBLIC	TEACHERS FROM TEN TITLE I ELEMENTARY SCHOOLS LEARN TO ADAPT CURRENT STEM CURRICULA TO BE UTILIZED IN OUTDOOR GARDEN CLASSROOMS. THE GARDEN CLASSROOMS PRESENT AN IDEAL SETTING FOR EXPERIENTIAL LEARNING TO ENGAGE K-5 STUDENTS IN A FUN, HANDS-ON WAY THAT PROMOTES INQUIRY, OBSERVATION AND EXPLORATION. STUDENTS GAIN A BETTER UNDERSTANDING OF SCIENCE AND MATH CONCEPTS AND ARE ABLE TO CONNECT SCIENTIFIC IDEAS IN A WAY THAT HELPS THEM UNDERSTAND SYSTEMS THINKING SUCH AS LIFE CYCLES, THE COMPLEXITY OF ECOSYSTEMS, SOIL COMPOSITION, THREATS TO THE ENVIRONMENT AND NUTRITION.	65,000
URBAN ED INC 2041 MLK JR AVE SE STE M-2 WASHINGTON,DC20020		PUBLIC	HIGH-RISK YOUTH AGES 17-21 LEARN HOW TO TROUBLESHOOT, REPAIR AND CONFIGURE COMPUTERS IN PREPARATION TO FILL TIER 1 AND TIER 2 COMPUTER SUPPORT SPECIALIST POSITIONS WITHIN A CORPORATE SETTING. THE TRAINING IS INTENSE AND ENGAGES YOUTH OVER A NINE-MONTH PERIOD, RESULTING IN APPROXIMATELY 444 HOURS OF TRAINING, MENTORING AND JOB EXPERIENCE. AFTER COMPLETING THE PROGRAM, PARTICIPANTS HAVE ACQUIRED ENOUGH KNOWLEDGE AND SKILLS TO EARN THE A+ IT TECHNICIAN CERTIFICATION, THE MICROSOFT CERTIFIED TECHNOLOGY SPECIALIST (MCTS) IN WINDOWS 7 CERTIFICATION AND THE HELP DESK INSTITUTE-CUSTOMER SERVICE REPRESENTATIVE (HDI-CSR) CERTIFICATION.	35,000
VILLAGE OF ARTS & HUMANITIES 2544 GERMANTOWN AVE PHILADELPHIA,PA19133		PUBLIC	STUDENTS AGES 9-19 ATTEND AFTER-SCHOOL AND SUMMER CLASSES, LEARNING TO CARE FOR THE EARTH - BEGINNING WITH THEIR OWN COMMUNITY. LOCAL ENVIRONMENTAL SCIENCE AND ENGINEERING PROFESSIONALS TEACH CLASSES FOCUSED ON PERMACULTURE AND APPROPRIATE TECHNOLOGIES, COVERING TOPICS SUCH AS COMPOSTING AND SOIL MECHANICS, SQUARE FOOT AND VERTICAL GARDENING, PEDAL POWER BLENDING, SOLAR OVEN AND PARABOLIC COOKING. PARTICIPANTS USE THEIR NEWFOUND KNOWLEDGE TO WORK AT THE PHILLYEARTH FARMER'S MARKET AND TOWARDS MAINTAINING AND LEADING ACTIVITIES AT THE QUARTER-ACRE, YOUTH-RUN EDUCATIONAL URBAN FARM.	50,000
WARREN COUNTY PUBLIC SCHOOLS 303 LOVERS LANE BOWLING GREEN,KY42103		PUBLIC	TO CONTINUOUSLY CHALLENGE BRIGHT MINDS, GIFTED 5TH AND 6TH GRADERS FROM 14 ELEMENTARY SCHOOLS WHO SPEND 20% OF THEIR SCHOOL WEEK, WORKING SIDE-BY-SIDE WITH LIKE-MINDED PEERS TO CREATE, EXPERIMENT AND BUILD. CENTERED ON PROJECT-BASED LEARNING, THE CURRICULUM IS INTEGRATED AND USES BROAD THEMES SUCH AS INNOVATION, SYSTEMS, SUSTAINABILITY AND DESIGN. PROJECTS MAY INCLUDE MAKING NEW PAPER FROM RECYCLED MATERIALS, INVESTIGATING A SOLAR BAG, PLANNING A SUSTAINABLE TINY HOUSE, OR CONDUCTING SCIENCE EXPERIMENTS BY THEIR OWN DESIGN.	58,858
TELACU EDUCATION FOUNDATION (TEF) 5400 E OLYMPIC BLVD 3RD FLOOR LOS ANGELES,CA90022		PUBLIC	TELACU'S STEM INITIATIVE PROMOTES CAREERS IN STEM AND PREPARES STUDENTS TO PURSUE COLLEGE DEGREES, BEGINNING IN MIDDLE SCHOOL. ONCE IN COLLEGE, THE COLLEGE SUCESS PROGRAM PROVIDES COMPREHENSIVE SERVICES TO ENSURE THAT MINORITY STUDENTS MAJORING IN STEM DESCIPLINES SUCCESSFULLY COMPLETE THEIR DEGREE. THE FOUR INSEPARABLE PROGRAM COMPONENTS OF SCHOLARSHIP; LEADERSHIP, PERSONAL AND PROFESSIONAL DEVELOPMENT SESSIONS; ONGOING ACADEMIC ADVISEMENT AND CAREER GUIDANCE; AND GIVING BACK, LEND A CRITICAL SUPPORT STRUCTURE THAT SUPPORTS THEIR CONITUED PROGRESSION THROUGH COLLEGE.	50,000
Total ................................. 3a				1,771,761

Part II		Balance Sheets	Attached schedules and amounts in the description column should be for end-of-year amounts only. (See instructions.)	Beginning of year	End of year
Part II		Balance Sheets		(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............		12,999	3,987	3,987
	2	Savings and temporary cash investments..........
	3	Accounts receivable 73,478
		Less: allowance for doubtful accounts		68,032	73,478	73,478
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........		39,012	18,032	18,032
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........		7,428,030	7,750,828	7,750,828
	c	Investments—corporate bonds (attach schedule)........
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........		23,830,971	25,014,840	25,014,840
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		31,379,044	32,861,165	32,861,165
		17	Accounts payable and accrued expenses..........		45,010	63,735
18		Grants payable...................
19		Deferred revenue..................
20		Loans from officers, directors, trustees, and other disqualified persons
21		Mortgages and other notes payable (attach schedule)......
22		Other liabilities (describe )
23		Total liabilities (add lines 17 through 22)..........		45,010	63,735
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................		31,334,034	32,797,430
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		31,334,034	32,797,430
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		31,379,044	32,861,165

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	4,946,378	3,923,246	1,023,132
b	1,430,724	1,314,123	116,601
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			1,023,132
b			116,601
c
d
e

2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
DONNA HAMMOND	SR PRGM OFCR 40.00	88,771	17,026	0
1919 TORRANCE BLVD TORRANCE,CA90501	SR PRGM OFCR 40.00	88,771	17,026	0
NICHOLE WHITLEY	PRGM OFFICER 40.00	65,383	13,251	0
1919 TORRANCE BLVD TORRANCE,CA90501	PRGM OFFICER 40.00	65,383	13,251	0






Total number of other employees paid over $50,000...................				0

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2012	1,959,502	29,445,337	0.066547
2011	1,881,536	29,971,931	0.062777
2010	1,610,074	30,764,547	0.052335
2009	1,251,984	28,860,833	0.043380
2008	1,959,382	31,432,153	0.062337

1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
GARY KESSLER	PRESIDENT (FORMER) 1.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501	PRESIDENT (FORMER) 1.00	0	0	0
NAOJI ONO	PRESIDENT 1.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501	PRESIDENT 1.00	0	0	0
KIM SMALLEY	VICE PRESIDENT 1.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501	VICE PRESIDENT 1.00	0	0	0
STEVEN CENTER	SECRETARY/ TREA 1.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501	SECRETARY/ TREA 1.00	0	0	0
ROBERT MACIAS	BOARD MEMBER 0.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501	BOARD MEMBER 0.00	0	0	0
CYNDI MAYEDA	BOARD MEMBER 0.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501	BOARD MEMBER 0.00	0	0	0
JOANN VINCENT	BOARD MEMBER 0.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501	BOARD MEMBER 0.00	0	0	0
NINA BRYSON	BOARD MEMBER 0.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501	BOARD MEMBER 0.00	0	0	0
SANDRA RAMIREZ	BOARD MEMBER 0.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501	BOARD MEMBER 0.00	0	0	0
MELISSA ROMANOLI	BOARD MEMBER 0.00	0	0	0
1919 TORRANCE BLVD TORRANCE,CA90501	BOARD MEMBER 0.00	0	0	0

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1


2


All other program-related investments. See page 24 of the instructions.
3

		(a) Corpus	(b) Years prior to 2012	(c) 2012	(d) 2013
1 Distributable amount for 2013 from Part XI, line 7					1,468,543
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......				0
b Total for prior years:20, 20, 20			0
3 Excess distributions carryover, if any, to 2013:
a From 2008.......	408,826
b From 2009.......
c From 2010.......	111,648
d From 2011.......	410,721
e From 2012.......	505,879
fTotal of lines 3a through e.........		1,437,074
4Qualifying distributions for 2013 from Part
XII, line 4: $ 2,038,780
a Applied to 2012, but not more than line 2a				0
b Applied to undistributed income of prior years (Election required—see instructions)......			0
c Treated as distributions out of corpus (Election required—see instructions).........		0
d Applied to 2013 distributable amount.....					1,468,543
e Remaining amount distributed out of corpus		570,237
5 Excess distributions carryover applied to 2013.		0			0
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		2,007,311
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........			0
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......			0
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........			0
e Undistributed income for 2012. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 ..........					0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) .............		0
8Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions) ...		408,826
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......		1,598,485
10 Analysis of line 9:
a Excess from 2009....
b Excess from 2010....	111,648
c Excess from 2011....	410,721
d Excess from 2012....	505,879
e Excess from 2013....	570,237

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2013	(b) 2012	(c) 2011	(d) 2010	(e) Total

b 85% of line 2a .........
c Qualifying distributions from Part XII, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ...........
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed...
c “Support" alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

bApproved for future payment

Total ................................. 3b				0

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ............
4 Dividends and interest from securities....			14	550,532
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property .............
7 Other investment income.....			18	689,600
8 Gain or (loss) from sales of assets other than inventory .............			18	1,139,733
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..		0		2,379,865	0

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name Firm's address			Firm's EIN
				Phone no.

Name of organization AMERICAN HONDA FOUNDATION

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	AMERICAN HONDA MOTOR CO INC 1919 TORRANCE BLVD TORRANCE, CA90501	$180,482	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Name of organization AMERICAN HONDA FOUNDATION

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
1	CONTRIBUTED ADMINISTRATIVE SERVICES, SALARIES AND OFFICE FACILITIES.	$180,482	2014-03-31
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1


2


3


4

Software ID:
Software Version:

Name of Stock	End of Year Book Value	End of Year Fair Market Value
WILLIAM BLAIR & CO ACG	3,788,506	3,788,506
ROBECO PREM EQUITY ACV	3,962,322	3,962,322

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
PIMCO	FMV	1,549,552	1,549,552
TRANSMACHINE MONEY FUND	FMV	808,948	808,948
TRADEWINDS	FMV	3,850,035	3,850,035
MLPA	FMV	6,082,854	6,082,854
INVESCO	FMV	7,083,943	7,083,943
MFS	FMV	3,849,384	3,849,384
UCM MIDAS FUND	FMV	1,790,124	1,790,124

Description	Revenue and Expenses per Books	Disbursements for Charitable Purposes
STRATEGY CONSULTANT	27,008	27,008
DUES & MEMBERSHIP	7,657	7,657
GRANTS MANAGEMENT	10,560	10,560
POSTAGE & FREIGHT	553	0
LIABILITY INSURANCE EXP	128	128

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
INVESCO CORE REAL ESTATE LP-PASS THRU	331,428	331,428	331,428
UCM MIDAS FUND LP-PASS THRU	354,074	354,074	354,074
OTHER INCOME	4,098	4,098	4,098

Description	Amount
UNREALIZED GAIN ON MARKETABLE SECURITIES	1,556,013
IN-KIND CONTRIBUTIONS	180,482

Category	Amount	Net Investment Income	Disbursements for Charitable Purposes
PAYROLL TAX	13,727	0	13,727
BUSINESS TAX & LICENSE	160	0	160
EXCISE TAXES	39,557	0	0
FOREIGN INCOME TAX	24,696	24,696	0