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
HILLWOOD MUSEUM AND GARDENS FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)4155 LINNEAN AVENUE NW Room/suite

City or town, state or province, country, and ZIP or foreign postal code
WASHINGTON, DC20008

A Employer identification number

52-6080752

B Telephone number (see instructions)

(202) 686-8500

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

$229,825,888J 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	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)		1,303,271
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......		5,649,676		6,174,986	6,174,986
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10			37,136,992
b	Gross sales price for all assets on line 6a 180,557,682
7	Capital gain net income (from Part IV, line 2)...				23,889,727
8	Net short-term capital gain.........					3,162,460
9	Income modifications...........
10a	Gross sales less returns and allowances	1,154,512
b	Less: Cost of goods sold....	381,602
c	Gross profit or (loss) (attach schedule).....			772,910		772,910
11	Other income (attach schedule).......			234,619	240,019	234,619
12	Total. Add lines 1 through 11........		45,097,468		30,304,732	10,344,975
13	Compensation of officers, directors, trustees, etc.		261,290		0	11,028	250,262
14	Other employee salaries and wages......		4,500,852		0	86,740	4,414,112
15	Pension plans, employee benefits.......		1,231,584		0	38,692	1,192,892
16a	Legal fees (attach schedule).........			13,531	0	0	13,531
b	Accounting fees (attach schedule).......			47,482	0	0	47,482
c	Other professional fees (attach schedule)....			374,226	372,282	372,282	1,944
17	Interest...............		16,455		0	0	16,455
18	Taxes (attach schedule) (see instructions)			158,042	19,479	19,479	14,215
19	Depreciation (attach schedule) and depletion...			825,099	0	0
20	Occupancy..............		6,798		0	0	6,798
21	Travel, conferences, and meetings.......		125,181		0	0	115,745
22	Printing and publications..........		47,810		0	0	47,810
23	Other expenses (attach schedule).......			3,113,247	279,686	279,686	3,072,868
24	Total operating and administrative expenses.
	Add lines 13 through 23..........		10,721,597		671,447	807,907	9,194,114
25	Contributions, gifts, grants paid........		0				0
26	Total expenses and disbursements. Add lines 24 and 25		10,721,597		671,447	807,907	9,194,114
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements		34,375,871
b	Net investment income (if negative, enter -0-)				29,633,285
c	Adjusted net income (if negative, enter -0-)...					9,537,068

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...............		3,525	4,350	4,350
	2	Savings and temporary cash investments..........		10,289,054	3,517,595	3,517,595
	3	Accounts receivable 1,864,439
		Less: allowance for doubtful accounts		15,353	1,864,439	1,864,439
	4	Pledges receivable 263,791
		Less: allowance for doubtful accounts		98,482	263,791	263,791
	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...............		453,080	474,500	474,500
	9	Prepaid expenses and deferred charges...........		76,151	91,711	91,711
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........		17,772,137	23,741,997	23,741,997
	c	Investments—corporate bonds (attach schedule)........		32,180,483	191,571,571	191,571,571
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........		133,039,366	0	0
	14	Land, buildings, and equipment: basis 36,575,154
		Less: accumulated depreciation (attach schedule) 28,314,633		8,866,523	8,260,521	8,260,521
	15	Other assets (describe )		148,951	35,413	35,413
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		202,943,105	229,825,888	229,825,888
		17	Accounts payable and accrued expenses..........		1,148,989	1,313,856
18		Grants payable...................
19		Deferred revenue..................		2,117	1,833
20		Loans from officers, directors, trustees, and other disqualified persons
21		Mortgages and other notes payable (attach schedule)......		486,529	394,735
22		Other liabilities (describe )		674,662	682,799
23		Total liabilities (add lines 17 through 22)..........		2,312,297	2,393,223
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................		200,064,521	226,556,906
	25	Temporarily restricted................		566,287	875,759
	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)....................		200,630,808	227,432,665
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		202,943,105	229,825,888

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	200,630,808
2	Enter amount from Part I, line 27a.....................	2	34,375,871
3	Other increases not included in line 2 (itemize)	3	0
4	Add lines 1, 2, and 3..........................	4	235,006,679
5	Decreases not included in line 2 (itemize)	5	7,574,014
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	227,432,665

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
1 a	PUBLICLY TRADED SECURITIES
b	K-1 CAPITAL GAINS (LT)	P
c	K-1 CAPITAL GAINS (ST)	P
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	180,557,682	166,287,521	14,270,161
b			6,457,106
c			3,162,460
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			14,270,161
b			6,457,106
c			3,162,460
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	23,889,727
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	3,162,460

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	8,813,436	185,301,120	0.047563
2011	7,810,168	189,369,291	0.041243
2010	7,513,159	178,026,438	0.042202
2009	8,519,242	157,395,176	0.054126
2008	8,884,166	197,197,562	0.045052

2	Total of line 1, column (d) ......................	2	0.230186
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	0.046037
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	196,969,439
5	Multiply line 4 by line 3.......................	5	9,067,882
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	296,333
7	Add lines 5 and 6.........................	7	9,364,215
8	Enter qualifying distributions from Part XII, line 4..............	8	9,413,210
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	296,333
	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	296,333
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	296,333
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	168,902
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c	135,017
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	303,919
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	1,981
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	5,605
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax0	Refunded	11	2,727

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?................

Yes

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 . Click to see attachment

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.............................

Yes

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

WWW.HILLWOODMUSEUM.ORG

The books are in care of bullet

DOUGLAS ROSE-DIRECTOR OF FINANCE Telephone no. bullet

(202) 686-5807

Located at bullet

4155 LINNEAN AVENUE NWWASHINGTONDC ZIP+4 bullet

20008

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
KATE MARKERT	EXECUTIVE DIRECTOR 40.00	261,290	31,457	68,400
4155 LINNEAN AVE NW WASHINGTON,DC20008	EXECUTIVE DIRECTOR 40.00	261,290	31,457	68,400
ELLEN MACNEILLE CHARLES	PRESIDENT 5.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	PRESIDENT 5.00	0	0	0
NANCY APPLEBY	VICE PRESIDENT 2.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	VICE PRESIDENT 2.00	0	0	0
KYRA CHEREMETEFF	VICE PRESIDENT/SECR. 2.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	VICE PRESIDENT/SECR. 2.00	0	0	0
CALVIN BAKER	TREASURER 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TREASURER 1.00	0	0	0
NANCY YOUNG DUNCAN	ASSISTANT TREASURER 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	ASSISTANT TREASURER 1.00	0	0	0
BARBARA BOGGS	TRUSTEE 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE 1.00	0	0	0
JACQUELINE KELLY COLLAMORE	TRUSTEE 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE 1.00	0	0	0
AMY L BONDURANT	TRUSTEE 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE 1.00	0	0	0
MARCIA DEWITT	TRUSTEE 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE 1.00	0	0	0
HENRY DUDLEY	TRUSTEE 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE 1.00	0	0	0
NEDENIA H HARTLEY	TRUSTEE EMERITI 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE EMERITI 1.00	0	0	0
ANDREW IVERSON	TRUSTEE 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE 1.00	0	0	0
DAVID IVERSON	TRUSTEE 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE 1.00	0	0	0
GEORGE D INVERSON	TRUSTEE 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE 1.00	0	0	0
SUSANNAH SIMPSON KENT	TRUSTEE EMERITI 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE EMERITI 1.00	0	0	0
THE HONORABLE PENNE KORTH PEACOCK	TRUSTEE EMERITI 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE EMERITI 1.00	0	0	0
ANDREI QUINN-BARABANOV	TRUSTEE 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE 1.00	0	0	0
PRISCILLA R ROOSEVELT	TRUSTEE 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE 1.00	0	0	0
NEDENIA C RUMBOUGH	TRUSTEE 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE 1.00	0	0	0
STANLEY H RUMBOUGH	TRUSTEE 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE 1.00	0	0	0
AUBREY SARVIS	TRUSTEE 1.00	0	0	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	TRUSTEE 1.00	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
ANGELA DODSON	COO 40.00	123,721	6,096	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	COO 40.00	123,721	6,096	0
BRIAN BARR	DIR. OF HORTICULTURE 40.00	112,067	5,522	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	DIR. OF HORTICULTURE 40.00	112,067	5,522	0
MAXIMILIANA PAREDES	DIR. OF CURATORIAL 40.00	111,724	5,481	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	DIR. OF CURATORIAL 40.00	111,724	5,481	0
DONALD ROGERS	HEAD OF FACILITIES 40.00	110,915	5,465	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	HEAD OF FACILITIES 40.00	110,915	5,465	0
MICHAEL DUDICH	DIRECTOR OF HR 40.00	102,308	2,046	0
4155 LINNEAN AVE NW WASHINGTON,DC20008	DIRECTOR OF HR 40.00	102,308	2,046	0
Total number of other employees paid over $50,000...................				31

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
SUNTRUST BANKCARD	INVESTMENT ADVISORY SERVICES	362,181
1000 STEWART AVENUE GLEN BURNIE,MD21061	INVESTMENT ADVISORY SERVICES	362,181
LAPLACA COHEN ADVERTISING	ADVERTISING	354,006
43 WEST STREET NEW YORK,NY10010	ADVERTISING	354,006
ADVANCED COMPUTER CONCEPTS	IT SERVICES	233,383
7927 JONES BRANCH DRIVE SUITE 600N MCLEAN,VA22102	IT SERVICES	233,383
J KUGEL ANTIQUARIRES	PUBLISHER	183,191
25 QUAI ANATOLE PARIS FR	PUBLISHER	183,191
DTZ INC	JANITORIAL SERVICES	110,388
275 GROVE STREET STE 3-200 AUBURNDALE,MA02466	JANITORIAL SERVICES	110,388

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	THE FOUNDATION MAINTAINS THE HOME OF THE LATE MARJORIE MERRIWEATHER POST. UNDER THE TERMS OF HER WILL, THE HOME AND GROUNDS ARE TO BE OPERATED AS A MUSEUM OPEN TO THE PUBLIC TO EXHIBIT HER ART COLLECTION. ALL OF THE OPERATING AND ADMINISTRATIVE EXPENSES INCURRED EXLCUDING INVESTMENT INCOME, MANAGEMENT FEES, RELATE TO THE OPERATION AND MAINTENANCE OF HILLWOOD.	8,017,046
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....................

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

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

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

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

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

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

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

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

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

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
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2013:
a From 2008.......
b From 2009.......
c From 2010.......
d From 2011.......
e From 2012.......
fTotal of lines 3a through e.........
4Qualifying distributions for 2013 from Part
XII, line 4: $
a Applied to 2012, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see instructions)......
c Treated as distributions out of corpus (Election required—see instructions).........
d Applied to 2013 distributable amount.....
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2013.
(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
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
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......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2012. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 ..........
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) .............
8Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2009....
b Excess from 2010....
c Excess from 2011....
d Excess from 2012....
e Excess from 2013....

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

2000-10-23

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
	9,537,068	3,563,775	2,959,044	206,665	16,266,552
b 85% of line 2a .........	8,106,508	3,029,209	2,515,187	175,665	13,826,569
c Qualifying distributions from Part XII, line 4 for each year listed .....	9,413,210	8,898,034	7,810,168	7,513,159	33,634,571
d Amounts included in line 2c not used directly for active conduct of exempt activities ...........	0	0	0	0	0
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....	9,413,210	8,898,034	7,810,168	7,513,159	33,634,571
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......					0
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)					0
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed...	6,565,648	6,176,704	6,312,310	5,934,215	24,988,877
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) ....					0
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....					0
(3) Largest amount of support from an exempt organization					0
(4) Gross investment income					0

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).)

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

Total ................................. 3a				0

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.)
aLECTURES AND SEMINARS					178,111
bMISCELLANEOUS					52,508
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	5,649,676
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	37,136,992
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..					772,910
11 Other revenue: aCOLLECTION LOAN FEES			14	4,000
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..		0		42,790,668	1,003,529

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

1343,794,197

(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.)
1A	LECTURES AND SEMINARS OFFERED TO PROVIDE INFORMATION ABOUT HILLWOOD ART COLLECTION.
10	MUSEUM SHOP SALES- REPLICAS AND REPRODUCTIONS OF ART ON DISPLAY IN THE MUSEUM, BOOKS AND OTHER RELATED ITEM ARE AVAILABLE FOR SALE TO THE PUBLIC.

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:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Name of the organization

HILLWOOD MUSEUM AND GARDENS FOUNDATION

Employer identification number

52-6080752

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 2

Name of organization HILLWOOD MUSEUM AND GARDENS FOUNDATION			Employer identification number 52-6080752

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	WILLIAM T AHLBORG JR 8004 SOUTH ALBION STREET CENTENNIAL, CA801223900	$5,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
2	PATRICIA BAUMAN 2358 MASSACHUSETTS AVE WASHINGTON, DC200082801	$10,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
3	ELLEN M CHARLES 1408-31ST STREET NW WASHINGTON, DC200073105	$45,019		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
4	MR AND MRS THEODORE H HARTLEY C/O DONALD HANDELMAN PO BOX 817 PURCHASE, NY105770817	$77,440		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
5	MR AND MRS MARIO J MAPELLI 4183 SOUTH EUDORA STREET CHERRY HILLS VILLAGE, CO801135006	$5,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
6	MARJORIE M POST FOUNDATION 5915 FARRINGTON ROAD SUITE 202 CHAPEL HILL, NC275179900	$131,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Name of organization HILLWOOD MUSEUM AND GARDENS FOUNDATION			Employer identification number 52-6080752
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
7	KATE AND BUNKY MARKERT 2500 UPTON STREET NW WASHINGTON, DC20008	$5,093		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
8	THE SALLY F JAMES SCOTT HILL FOUNDA C/O DANSER BALAAM FRANK 5 INDEPENDE PRINCETON, NJ08540	$10,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
9	STOCKMAN FAMILY FOUNDATION TRUST 102 CASTLEWOOD ROAD BALTIMORE, MD21210	$47,750		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
10	US FINE ARTS COMMISSION 401 F STREET NW WASHINGTON, DC200012637	$68,080		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
11	DC COMMISSION ON ARTS HUMANITIES 2001 EYE STREET SE WASHINGTON, DC20003	$41,750		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
12	MR AND MRS CALVIN BAKER 6508 ABBEY VIEW WAY BALTIMORE, MD21212	$5,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Name of organization HILLWOOD MUSEUM AND GARDENS FOUNDATION			Employer identification number 52-6080752
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
13	MS AMY BALLARD 3001 VEAZEY TERRACE NW 217 WASHINGTON, DC20008	$5,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
14	MR AND MRS THOMAS BOGGS 6 EAST KIRKE STREET CHEVY CHASE, MD208154218	$5,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
15	HON AND MRS JOHN CHAPOTON 18 WEST KIRKE STREET CHEVY CHASE, MD208154218	$5,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
16	ALICE AND JERALD CLARK 3530 T STREET NW WASHINGTON, DC200072217	$5,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
17	HENRY AND MARCIA DEWITT 55 FIELDS END HENLOPEN ACRES REHOBOTH BEACH, DE199711611	$5,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
18	MRS NANCY YOUNG DUNCAN 2266-48TH STREET NW WASHINGTON, DC200071035	$5,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Name of organization HILLWOOD MUSEUM AND GARDENS FOUNDATION			Employer identification number 52-6080752
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
19	MR LEONARD EGAN 4501 POTOMAC AVE NW WASHINGTON, DC200072535	$5,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
20	MR AND MRS GORDON LINKE 5115 CAMMACK DRIVE BETHESDA, MD208162903	$5,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
21	MS ALISON MARTIN 16 MAIN STREET FALMOUTH, MA02540	$5,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
22	MR DOUGLAS WEIMER 2801 NEW MEXICO AVE NW 811 WASHINGTON, DC200073910	$5,565		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
23	MR GEORGE FLOYD 501 BRIGHTWOOD CLUB DR LUTHERVILLE, MD210933631	$9,903		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
24	MS JANICE CLARK 5630 WISCONSIN AVE 1704 CHEVY CHASE, MD208154458	$20,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Name of organization HILLWOOD MUSEUM AND GARDENS FOUNDATION			Employer identification number 52-6080752
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
25	MR AND MRS PHILIPS PETER 10805 TARA ROAD POTOMAC, MD208541341	$10,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
26	MR AND MRS CG APPLEBY 1881 N NASH STREET NO 2008 ARLINGTON, VA222091572	$24,086		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
27	MR AND MRS DAVID HAYDEN DARK HOLLOW FARM PO BOX 68 UPPERCO, MD21155	$25,288		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
28	MRS KATUSHA DAVISON 10 EAST 70TH STR APT 9B NEW YORK, NY100215246	$5,015		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
29	MRS DIANE WILSEY 2590 JACKSON STREET SAN FRANSISCO, CA94115	$15,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
30	MR AND MRS HARLAN CROW 4700 PRESTON ROAD DALLAS, TX752053712	$35,000		Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Name of organization HILLWOOD MUSEUM AND GARDENS FOUNDATION			Employer identification number 52-6080752
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
31	AMERICAN UNITVERSITY 4400 MASSACHUSETTS AVE NW WASHINGTON, DC20016	$5,822		Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions		(d) Type of contribution
32	TTR SOTHEBY'S INTERNATIONAL REALTY 1206 30TH STREET NW WASHINGTON, DC200073401	$5,000		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)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 3

Name of organization HILLWOOD MUSEUM AND GARDENS FOUNDATION			Employer identification number 52-6080752

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
3	380 SHARES OF ROYAL DUTCH $25,019504 SHARES OF EXXON MOBIL $20,000	$45,019		2013-12-05
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
4	475 SHARES OF TE CONNECTIVITY $25,530700 SHARES LIFE $51,910	$77,440		2013-10-30
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
7	112 SHARES OF COMCAST STOCK	$5,093		2013-10-21
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
22	486 SHARES OF CNO STOCK	$5,565		2013-04-02
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
23	143 SHARES OF GILD STOCK	$9,903		2013-11-04
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
26	1318 SHARES OF BOOZ ALLEN STOCK	$24,086		2013-07-11
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Name of organization HILLWOOD MUSEUM AND GARDENS FOUNDATION			Employer identification number 52-6080752
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
27	378 SHARES OF FINANCIAL ENGINES INC. STOCK	$25,288		2013-12-18
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)		(d) Date received
28	217 SHARES OF SCHWAB STOCK	$5,015		2013-10-29
(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)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 4

Name of organization
HILLWOOD MUSEUM AND GARDENS FOUNDATION

Employer identification number

52-6080752

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Additional Data

Software ID:
Software Version:

- TIN:

TY 2013 AccountingFeesSchedule

Name:

HILLWOOD MUSEUM AND GARDENS FOUNDATION

EIN: 52-6080752

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	47,482	0	0	47,482

- TIN:

TY 2013 ExplnOfNonFilingWithAGStmt

Name:

HILLWOOD MUSEUM AND GARDENS FOUNDATION

EIN: 52-6080752

Statement:

DISTRICT OF COLUMBIA NO LONGER REQUIRES A COPY OF THE 990PF FOR THEIR FILES.

- TIN:

TY 2013 InvestmentsCorpBondsSchedule

Name:

HILLWOOD MUSEUM AND GARDENS FOUNDATION

EIN: 52-6080752

Name of Bond	End of Year Book Value	End of Year Fair Market Value
TROWE PRICE NEW ERA FUND	0	0
VANGUARD BOND INDEX FUND	191,571,571	191,571,571

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

HILLWOOD MUSEUM AND GARDENS FOUNDATION

EIN: 52-6080752

Name of Stock	End of Year Book Value	End of Year Fair Market Value
CONSUMER DISCRETIONARY	4,572,384	4,572,384
CONSUMER STAPLES	570,379	570,379
ENERGY	1,533,834	1,533,834
FINANCIAL SERVICES	5,221,769	5,221,769
HEALTH CARE	2,379,178	2,379,178
INDUSTRIALS	2,597,863	2,597,863
INFORMATION TECHNOLOGY	6,154,359	6,154,359
TELECOMMUNICATION	712,231	712,231

- TIN:

TY 2013 InvestmentsOtherSchedule2

Name:

HILLWOOD MUSEUM AND GARDENS FOUNDATION

EIN: 52-6080752

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
WELLINGTON TRUST CO-PARTNERSHIP	FMV	0	0
WALTER SCOTT INTERNATIONAL FUND-PARTNERSHIP	FMV	0	0
ADAGE CAPITAL PARNERS, LP	FMV	0	0
THE EMERGING MARKETS COUNTRY FUND-PARTNERSHIP	FMV	0	0
ACADIAN GLOBAL LOW VOLATILITY EQUITY FUND-PARTNERSHIP	FMV	0	0
WEATHERLOW OFFSHORE FUND 1 LTD-OFFSHORE FEEDER FUND	FMV	0	0
ETAP FUND-OFFSHORE	FMV	0	0
ARCHSTONE OFFSHORE FUND	FMV	0	0
BRANDYWINE FIXED INCOME ACCOUNT	FMV	0	0

- TIN:

TY 2013 LegalFeesSchedule

Name:

HILLWOOD MUSEUM AND GARDENS FOUNDATION

EIN: 52-6080752

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LEGAL FEES	13,531	0	0	13,531

- TIN:

TY 2013 OtherAssetsSchedule

Name:

HILLWOOD MUSEUM AND GARDENS FOUNDATION

EIN: 52-6080752

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
ACCRUED INVESTMENT INCOME	14,030	35,413	35,413
NET FILM DEVELOPMENT COSTS	2,500	0	0
EXCISE TAX RECEIVABLE	132,421	0	0

- TIN:

TY 2013 OtherDecreasesSchedule

Name:

HILLWOOD MUSEUM AND GARDENS FOUNDATION

EIN: 52-6080752

Description	Amount
UNREALIZED LOSS ON INVESTMENTS	7,574,014

- TIN:

TY 2013 OtherExpensesSchedule

Name:

HILLWOOD MUSEUM AND GARDENS FOUNDATION

EIN: 52-6080752

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
TELEPHONE AND FAX	40,753	0	0	40,753
MAINTENANCE AND REPAIRS	454,019	0	0	454,019
SUPPLIES AND SMALL EQUIPMENT	421,052	0	0	421,052
INSURANCE	232,850	0	0	232,850
CATERING	231,939	0	0	231,939
BANK FEES	47,143	47,143	47,143	0
LICENSES	64,517	0	0	64,517
HOUSE CONSERVATION PROJECTS	77,080	0	0	77,080
MUSEUM EVENTS AND ACTIVITIES	997,616	0	0	1,004,380
PASS THROUGH FROM K-1	0	232,543	232,543	0
POSTAGE AND DELIVERY	54,523	0	0	54,523
TRAINING/RECRUITMENT	25,290	0	0	25,290
DUES AND PUBLICATIONS	67,148	0	0	67,148
UTILITIES	390,149	0	0	390,149
PUBLIC RELATIONS	5,818	0	0	5,818
PAYROLL BENEFITS	3,350	0	0	3,350

- TIN:

TY 2013 OtherIncomeSchedule2

Name:

HILLWOOD MUSEUM AND GARDENS FOUNDATION

EIN: 52-6080752

Description	Revenue And Expenses Per Books	Adjusted Net Income
LECTURES AND SEMINARS	178,111	178,111
MISCELLANEOUS	52,508	52,508
COLLECTION LOAN FEES	4,000	4,000

- TIN:

TY 2013 OtherLiabilitiesSchedule

Name:

HILLWOOD MUSEUM AND GARDENS FOUNDATION

EIN: 52-6080752

Description	Beginning of Year - Book Value	End of Year - Book Value
DEFERRED FEDERAL EXCISE TAX LIABILITY	674,662	522,156
FEDERAL EXCISE TAX LIABILITY	0	160,643

- TIN:

TY 2013 OtherProfessionalFeesSchedule

Name:

HILLWOOD MUSEUM AND GARDENS FOUNDATION

EIN: 52-6080752

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT FEES	372,282	372,282	372,282	0
OTHER PROFESSIONAL SERVICES	1,944	0	0	1,944

- TIN:

TY 2013 TaxesSchedule

Name:

HILLWOOD MUSEUM AND GARDENS FOUNDATION

EIN: 52-6080752

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
REAL ESTATE TAXES	14,215	0	0	14,215
FEDERAL EXCISE TAXES	143,827	0	0	0
FOREIGN TAXES PAID	0	19,479	19,479	0