TY 2013 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bullet

Information about Form 990-PF and its instructions is at www.irs.gov/form990pf.

OMB No. 1545-0052

2013

Open to Public Inspection

For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013

Name of foundation
CYNTHIA B TOMLINSON FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)1301 FIFTH AVENUE SUITE 2800 Room/suite

City or town, state or province, country, and ZIP or foreign postal code
SEATTLE, WA98101

A Employer identification number

91-2007263

B Telephone number (see instructions)

(206) 622-1326

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address changeName change

D 1. Foreign organizations, check here ............. bullet

2. Foreign organizations meeting the 85% test,
check here and attach computation ........... bullet

E If private foundation status was terminated
under section 507(b)(1)(A), check here ......... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$1,708,396J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ......... bullet

	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	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	37,000
2	Check
3	Interest on savings and temporary cash investments	14,594		7,911
4	Dividends and interest from securities......	13,557		13,557
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		165,992
b	Gross sales price for all assets on line 6a 1,298,576
7	Capital gain net income (from Part IV, line 2)...			165,992
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).......
12	Total. Add lines 1 through 11........	231,143		187,460
13	Compensation of officers, directors, trustees, etc.	0		0	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		6,631	3,316	0
c	Other professional fees (attach schedule)....		6,350	6,350	0
17	Interest...............
18	Taxes (attach schedule) (see instructions)		1,088	196	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	14,069		9,862	0
25	Contributions, gifts, grants paid........	54,000			54,000
26	Total expenses and disbursements. Add lines 24 and 25	68,069		9,862	54,000
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	163,074
b	Net investment income (if negative, enter -0-)			177,598
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2013)

Form 990-PF (2013)

Page 2

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...............
	2	Savings and temporary cash investments..........		103,068	32,029	32,029
	3	Accounts receivable
		Less: allowance for doubtful accounts
	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...........		1,843	951	951
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........		430,522	527,767	579,397
	c	Investments—corporate bonds (attach schedule)........		252,920	390,680	376,519
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )		719,500	719,500	719,500
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		1,507,853	1,670,927	1,708,396
		17	Accounts payable and accrued expenses..........
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 )		365,915	365,915
23		Total liabilities (add lines 17 through 22)..........		365,915	365,915
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	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.........		1,058,671	1,058,671
	28	Paid-in or capital surplus, or land, bldg., and equipment fund		0	0
	29	Retained earnings, accumulated income, endowment, or other funds		83,267	246,341
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		1,141,938	1,305,012
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		1,507,853	1,670,927

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	1,141,938
2	Enter amount from Part I, line 27a.....................	2	163,074
3	Other increases not included in line 2 (itemize)	3	0
4	Add lines 1, 2, and 3..........................	4	1,305,012
5	Decreases not included in line 2 (itemize)	5	0
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	1,305,012

Form 990-PF (2013)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(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	323 SHS BLOCK H&R INC	P	2013-01-08	2013-04-08
b	58 SHS CHEMED CORP	P	2012-05-03	2013-04-08
c	113 SHS DELUX CORP	P	2012-12-19	2013-04-08
d	47 SHS DUN & BRADSTREET	P	2012-05-10	2013-04-08
e	45 SHS FLUOR CORP	P	2012-07-23	2013-04-08
	208 SHS STARZ LIBERTY CAP COM	P	2013-01-17	2013-04-08
	546 SHS AMERISOURCEBERGEN	P	2012-03-05	2013-04-08
	893 SHS C&J ENERGEY SERVICES INC	P	2012-01-05	2013-04-08
	922 SHS ICONIX BRAND GROUP INC	P	2012-01-04	2013-04-08
	241 SHS MCKESSON CORP	P	2012-03-01	2013-04-08
	384 SHS TRW AUTOMOTIVE	P	2012-01-04	2013-04-08
	214 SHS FEDERATED INVESTORS INC	P	2011-09-09	2013-04-08
	10000 SHS BANK AMER CORP	P	2013-05-29	2013-10-25
	20000 SHS CHELAN CNTY WASH	P	2013-05-28	2013-07-01
	10000 SHS EXPRESS SCRIPTS INC	P	2013-05-28	2013-10-25
	20000 SHS FEDERAL FARM CR BKS	P	2013-03-08	2013-06-17
	20000 SHS FEDERAL HOME LN BKS CONS	P	2013-01-22	2013-06-14
	FEDL HOME LN MTG CRPPOOL	P	2013-10-28	2013-12-15
	17000 SHS FEDL NATL MTG ASSN POOL	P	2013-07-09	2013-10-28
	GOVT NATL MTG ASSN POOL	P	2013-07-18	2013-12-15
	25000 SHS OREGON ST DEPT	P	2013-06-11	2013-07-24
	20000 SHS SAN FRANCISCO CALIF CITY & CNTY	P	2013-06-04	2013-09-17
	10000 SHS FEDERAL FARM CR BKS CONS	P	2010-11-23	2013-06-13
	15000 SHS FEDERAL HOME LN BKS CONS	P	2012-02-08	2013-06-04
	20000 SHS FEDERAL HOME LN BKS CONS	P	2010-09-30	2013-06-13
	35000 SHS FEDERAL HOME LN BKS CONS	P	2010-12-30	2013-05-30
	15000 SHS FEDERAL HOME LN BKS CONS	P	2009-08-26	2013-06-04
	25000 SHS FEDERAL HOME LN BKS CONS	P	2010-11-23	2013-05-30
	25000 SHS FEDERAL HOME LN BKS CONS	P	2009-06-18	2013-06-11
	259 SHS ISHARES CORE TOTAL	P	2008-04-18	2013-05-24
	2985 SHS PIMCO LOW DURATION	P		2013-05-24
	2553 SHS PIMCO TOTAL	P		2013-05-24
	51 SHS APPLE INC	P	2013-04-08	2013-05-28
	6351 SHS AQR MULTI STRGY	P	2013-05-28	2013-08-28
	763 SHS BLOCK H&R INC	P	2013-01-07	2013-05-28
	120 SHS CA INC COM	P	2013-01-03	2013-05-28
	513 SHS DELUXE CORP	P	2012-12-17	2013-05-28
	187 SHS DOLBY LAB	P	2013-01-03	2013-05-28
	1180 SHS EXPRESS INC	P	2013-04-08	2013-05-28
	346 SHS FLUOR CORP	P	2012-07-23	2013-05-28
	876 SHS LENDER PROCESSING SVCS	P	2013-04-08	2013-05-28
	1428 SGS MARVELL TECH	P	2012-08-16	2013-05-28
	301 SHS NORTHROP GRUMMAN	P	2013-04-08	2013-05-28
	1738 SHS NVIDIA CORP	P	2013-04-08	2013-05-28
	4990 SHS PIMCO ALL ASSET	P	2013-05-28	2013-08-28
	812 SHS QUALITY SYSTEMS	P	2012-08-23	2013-05-28
	699 SHS QUESTCOR PHAR INC	P	2012-12-12	2013-05-28
	344 SHS RAYTHEON CO	P	2012-12-31	2013-05-28
	762 SHS STARZ LIBERTY CAP	P	2013-01-18	2013-05-28
	3333 SHS TOWERS WATSON & CO	P	2012-07-09	2013-05-28
	1546 SHS WESTERN UNION CO	P	2012-12-07	2013-05-28
	292 SHS WISDOMTREE EMERG MKTS	P	2013-05-28	2013-09-04
	796 SHS ISHARES GOLD TRUST	P	2013-11-22	2013-12-31
	80 SHS SPDR GOLD TR	P	2013-05-28	2013-11-22
	462 SHS BUCKLE INC	P	2012-05-11	2013-05-28
	274 SHS CHEMED CORP	P	2012-05-04	2013-05-28
	258 SHS DUN & BRANDSTREET	P	2012-05-10	2013-05-28
	722 SHS ORACLE CORP	P	2012-05-11	2013-05-28
	748 SHS CA INC COM	P	2011-11-22	2013-05-28
	1017 SHS CISCO SYS INC	P	2011-06-16	2013-05-28
	471 SHS DOLBY LAB	P	2011-12-13	2013-05-28
	917 SHS FEDERATED INVESTORS INC	P	2011-09-22	2013-05-28
	795 SHS MICROSOFT CORP	P	2010-11-10	2013-05-28
	272 SHS ICONIX BRAND	P	2012-01-04	2013-01-07
	205 SHS TRW AUTOMOTIVE	P	2012-01-04	2013-01-07
	432 SHS VIACOM INC	P	2012-02-02	2013-02-08
	CAPITAL GAINS DIVIDENDS	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	9,118	6,202	2,916
b	4,537	3,516	1,021
c	4,741	3,604	1,137
d	3,912	3,029	883
e	2,803	2,152	651
	4,410	3,321	1,089
	28,567	20,016	8,551
	18,210	19,723	-1,513
	23,852	15,265	8,587
	25,842	20,181	5,661
	20,661	12,940	7,721
	5,032	3,505	1,527
	10,622	10,585	37
	20,943	20,967	-24
	10,465	10,530	-65
	23,904	24,690	-786
	23,428	24,193	-765
	720	766	-46
	15,682	15,502	180
	1,314	1,439	-125
	28,664	29,109	-445
	21,790	22,337	-547
	10,223	9,954	269
	15,150	15,161	-11
	21,322	21,113	209
	40,528	37,777	2,751
	15,347	15,170	177
	28,688	27,599	1,089
	25,348	25,006	342
	28,479	26,422	2,057
	31,194	29,564	1,630
	28,514	26,244	2,270
	22,558	21,708	850
	63,321	64,972	-1,651
	22,663	14,644	8,019
	3,304	2,718	586
	19,809	15,892	3,917
	6,642	5,574	1,068
	22,388	21,573	815
	22,206	16,547	5,659
	29,381	21,581	7,800
	16,141	15,583	558
	24,683	21,573	3,110
	25,053	21,549	3,504
	50,651	54,144	-3,493
	14,609	14,580	29
	23,463	19,327	4,136
	23,300	19,767	3,533
	17,783	11,963	5,820
	26,211	19,684	6,527
	25,376	19,704	5,672
	14,427	16,111	-1,684
	9,286	9,620	-334
	9,621	10,682	-1,061
	25,051	19,641	5,410
	18,621	16,601	2,020
	25,431	16,628	8,803
	24,924	19,690	5,234
	20,594	15,001	5,593
	24,266	16,820	7,446
	16,729	15,168	1,561
	24,941	14,973	9,968
	27,660	19,822	7,838
	6,089	4,503	1,586
	10,998	6,908	4,090
	25,622	19,751	5,871
	764		764

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			2,916
b			1,021
c			1,137
d			883
e			651
			1,089
			8,551
			-1,513
			8,587
			5,661
			7,721
			1,527
			37
			-24
			-65
			-786
			-765
			-46
			180
			-125
			-445
			-547
			269
			-11
			209
			2,751
			177
			1,089
			342
			2,057
			1,630
			2,270
			850
			-1,651
			8,019
			586
			3,917
			1,068
			815
			5,659
			7,800
			558
			3,110
			3,504
			-3,493
			29
			4,136
			3,533
			5,820
			6,527
			5,672
			-1,684
			-334
			-1,061
			5,410
			2,020
			8,803
			5,234
			5,593
			7,446
			1,561
			9,968
			7,838
			1,586
			4,090
			5,871
			764

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	165,992
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

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No

If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.

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	52,000	804,718	0.064619
2011	62,743	861,095	0.072864
2010	50,041	811,573	0.061659
2009	49,197	697,130	0.070571
2008	53,866	780,975	0.068973

2	Total of line 1, column (d) ......................	2	0.338686
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	0.067737
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	909,805
5	Multiply line 4 by line 3.......................	5	61,627
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	1,776
7	Add lines 5 and 6.........................	7	63,403
8	Enter qualifying distributions from Part XII, line 4..............	8	54,000
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.

Form 990-PF (2013)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the 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	3,552
	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	3,552
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	3,552
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	951
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c	2,250
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	3,201
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	351
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax	Refunded	11

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of

the instructions for definition)?............................

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ 0(2) On foundation managers. bullet

$ 0

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

$ 0

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If "No," attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?

If "Yes," complete Part XIV.............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement (see instructions).................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

N/A

The books are in care of bullet

GERALD E ADAMS CPA Telephone no. bullet

(206) 622-1326

Located at bullet

1301 FIFTH AVENUE SUITE 2800SEATTLEWA ZIP+4 bullet

98101

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo

a bank, securities, or other financial account in a foreign country?

16 No

See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the

foreign country bullet

Form 990-PF (2013)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?.........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?.................YesNo

(6) Agree to pay money or property to a government official? (Exception. Check "No"

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).........YesNo

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...

Organizations relying on a current notice regarding disaster assistance check here......... bullet

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2013?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2013, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2013?...............YesNo

If "Yes," list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year?.........................YesNo

If "Yes," did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2013.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......

Organizations relying on a current notice regarding disaster assistance check here......... bullet

If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?............YesNo

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract?........................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (2013)

Page 6

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

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
CYNTHIA TOMLINSON	PRESIDENT & TREASURER 0.10	0	0	0
60480 ARNOLD MARKET ROAD BEND,OR97702	PRESIDENT & TREASURER 0.10	0	0	0
IAN TOMLINSON	VICE-PRESIDENT 0.10	0	0	0
60480 ARNOLD MARKET ROAD BEND,OR97702	VICE-PRESIDENT 0.10	0	0	0
GERALD E ADAMS	SECRETARY 0.10	0	0	0
1301 FIFTH AVENUE SUITE 2800 SEATTLE,WA98101	SECRETARY 0.10	0	0	0

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
NONE









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

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

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

Form 990-PF (2013)

Page 7

Part IX-B

Summary of Program-Related Investments (see instructions)

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

Total. Add lines 1 through 3......................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

Average of monthly cash balances.......................

Fair market value of all other assets (see instructions)................

Total (add lines 1a, b, and c).........................

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see

instructions) .............................

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

Minimum investment return. Enter 5% of line 5..................

Part XI

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

45,490

Tax on investment income for 2013 from Part VI, line 5......

3,552

Income tax for 2013. (This does not include the tax from Part VI.)...

Add lines 2a and 2b............................

3,552

Distributable amount before adjustments. Subtract line 2c from line 1............

41,938

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

41,938

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,

line 1................................

41,938

Part XII

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income. Enter 1% of Part I, line 27b (see instructions).................

Adjusted qualifying distributions. Subtract line 5 from line 4..............

Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
the section 4940(e) reduction of tax in those years.

Form 990-PF (2013)

Page 8

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(b) Years prior to 2012	(c) 2012	(d) 2013
1 Distributable amount for 2013 from Part XI, line 7					41,938
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.......
b From 2009.......	5,386
c From 2010.......	11,380
d From 2011.......	20,202
e From 2012.......	12,656
fTotal of lines 3a through e.........		49,624
4Qualifying distributions for 2013 from Part
XII, line 4: $ 54,000
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.....					41,938
e Remaining amount distributed out of corpus		12,062
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		61,686
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) ...		0
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......		61,686
10 Analysis of line 9:
a Excess from 2009....	5,386
b Excess from 2010....	11,380
c Excess from 2011....	20,202
d Excess from 2012....	12,656
e Excess from 2013....	12,062

Form 990-PF (2013)

Page 9

Part XIV

Private Operating Foundations (see instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2013, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

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

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

CYNTHIA TOMLINSON

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under
other conditions, complete items 2a, b, c, and d.

aThe name, address, and telephone number of the person to whom applications should be addressed:

bThe form in which applications should be submitted and information and materials they should include:

cAny submission deadlines:

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

Form 990-PF (2013)

Page 10

Part XV

Supplementary Information (continued)

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
BENAROYA RESEARCH INSTITUTE 1201 NINTH AVENUE SEATTLE,WA98101	NONE	PUBLIC	CONTRIBUTION	10,000
JOHN AUSTIN CHELEY FOUNDATION 10565 CENTENNIAL DRIVE ALPHARETTA,GA30022	NONE	PUBLIC	CONTRIBUTION	10,000
JUVENILE DIABETES RESEARCH FOUNDATION 26 BROADWAY 14TH FLOOR NEW YORK,NY10004	NONE	PUBLIC	CONTRIBUTION	10,000
MOUNTAINSTAR FAMILY RELIEF NURSERY 2125 NE DAGGETT LANE BEND,OR97701	NONE	PUBLIC	CONTRIBUTION	9,000
SAVING GRACE 1425 NW KINGSTON AVENUE BEND,OR97701	NONE	PUBLIC	CONTRIBUTION	9,000
CENTRAL OREGON COMMUNITY COLLEGE FOUNDATION 2600 NW COLLEGE WAY BEND,OR97701	NONE	PUBLIC	CONTRIBUTION	6,000
Total ................................. 3a				54,000

bApproved for future payment

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

Form 990-PF (2013)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

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 ............			14	14,594
4 Dividends and interest from securities....			14	13,557
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.....
8 Gain or (loss) from sales of assets other than inventory .............			18	165,992
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		194,143	0

13Total. Add line 12, columns (b), (d), and (e)..................

13194,143

(See worksheet in line 13 instructions to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)

Form 990-PF (2013)

Page 12

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political

Yes

organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

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.

Form 990-PF (2013)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2013 AccountingFeesSchedule

Name: