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 07-01-2013 , and ending 06-30-2014

Name of foundation
TARBLE FOUNDATION FKA LOUISE A TARBLE FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)11075 SANTA MONICA BLVD 150 Room/suite

City or town, state or province, country, and ZIP or foreign postal code
LOS ANGELES, CA90025

A Employer identification number

20-3510478

B Telephone number (see instructions)

(310) 473-7575

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

$107,849,346J 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)	10,000
2	Check
3	Interest on savings and temporary cash investments	5		5
4	Dividends and interest from securities......	1,822,643		1,774,789
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		10,362,522
b	Gross sales price for all assets on line 6a 33,601,533
7	Capital gain net income (from Part IV, line 2)...			11,180,189
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........	12,195,170		12,954,983
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).......		82,310	32,155	50,155
c	Other professional fees (attach schedule)....		183,851	183,851	0
17	Interest...............
18	Taxes (attach schedule) (see instructions)		301,606	17,917	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		564	202	362
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	568,331		234,125	50,517
25	Contributions, gifts, grants paid........	100,000			100,000
26	Total expenses and disbursements. Add lines 24 and 25	668,331		234,125	150,517
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	11,526,839
b	Net investment income (if negative, enter -0-)			12,720,858
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...............		11,467	5,806	5,806
	2	Savings and temporary cash investments..........		3,393,620	1,953,056	1,953,066
	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...........
	10a	Investments—U.S. and state government obligations (attach schedule)		1,202,986	13,144,135	13,398,968
	b	Investments—corporate stock (attach schedule)........		43,779,143	40,611,058	87,688,067
	c	Investments—corporate bonds (attach schedule)........		598,650	4,798,650	4,803,439
	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 )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		48,985,866	60,512,705	107,849,346
		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 )
23		Total liabilities (add lines 17 through 22)..........		0	0
		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.........		0	0
	28	Paid-in or capital surplus, or land, bldg., and equipment fund		0	0
	29	Retained earnings, accumulated income, endowment, or other funds		48,985,866	60,512,705
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		48,985,866	60,512,705
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		48,985,866	60,512,705

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	48,985,866
2	Enter amount from Part I, line 27a.....................	2	11,526,839
3	Other increases not included in line 2 (itemize)	3	0
4	Add lines 1, 2, and 3..........................	4	60,512,705
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	60,512,705

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.)		(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	PUBLICLY TRADED SECURITIES-MERRILL LYNCH #7HR-02203
b	PUBLICLY TRADED SECURITIES-MERRILL LYNCH #7HR-02203	2007-11-15	2013-08-01
c	PUBLICLY TRADED SECURITIES-CREDIT SUISSE #2A6-024935
d	PUBLICLY TRADED SECURITIES-CREDIT SUISSE #2A6-020974
e	PUBLICLY TRADED SECURITIES-CREDIT SUISSE #2A6-020974
	PUBLICLY TRADED SECURITIES-CREDIT SUISSE #2A6-024943
	PUBLICLY TRADED SECURITIES-CREDIT SUISSE #2A6-024943
	PUBLICLY TRADED SECURITIES-WILMINGTON TRUST #074627-000
	PUBLICLY TRADED SECURITIES-WILMINGTON TRUST #074627-000

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	14,336,677	4,373,604	9,963,073
b	200,000	200,003	-3
c	12,656,969	12,536,738	120,231
d	577,708	499,365	78,343
e	1,163,806	813,436	350,370
	180,889	220,318	-39,429
	1,002,041	875,192	126,849
	2,079,636	1,914,344	165,292
	1,403,807	988,344	415,463

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			9,963,073
b			-3
c			120,231
d			78,343
e			350,370
			-39,429
			126,849
			165,292
			415,463

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	11,180,189
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	2,131,028	76,650,530	0.027802
2011	4,173,083	59,982,106	0.069572
2010	12,004,288	64,713,797	0.185498
2009	5,519,329	57,707,649	0.095643
2008	38,014	58,088,475	0.000654

2	Total of line 1, column (d) ......................	2	0.379169
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	0.075834
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	96,702,233
5	Multiply line 4 by line 3.......................	5	7,333,317
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	127,209
7	Add lines 5 and 6.........................	7	7,460,526
8	Enter qualifying distributions from Part XII, line 4..............	8	150,517
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	254,417
	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	254,417
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	254,417
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	256,000
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	256,000
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	1,583
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax1,583	Refunded	11	0

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 .

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. Click to see attachment

Yes

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

SHUWARGER COMPANY LLP Telephone no. bullet

(310) 473-7575

Located at bullet

11075 SANTA MONICA BLVD 150LOS ANGELESCA ZIP+4 bullet

90025

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
JAN TARBLE	TRUSTEE 0.50	0	0	0
11075 SANTA MONICA BLVD 150 LOS ANGELES,CA90025	TRUSTEE 0.50	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
CREDIT SUISSE SECURITIES (USA) LLC	INVESTMENT MANAGEMENT	119,030
2121 AVENUE OF THE STARS SUITE 3300 LOS ANGELES,CA900675014	INVESTMENT MANAGEMENT	119,030
WILMINGTON TRUST	INVESTMENT MANAGEMENT	64,779
10250 CONSTELLATON BLVD SUITE 2800 LOS ANGELES,CA900676228	INVESTMENT MANAGEMENT	64,779
SHUWARGER & COMPANY LLP	ACCOUNTING/TAX PREPARATION	64,310
11075 SANTA MONICA BLVD 150 LOS ANGELES,CA90025	ACCOUNTING/TAX PREPARATION	64,310

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

4,835,112

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

254,417

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

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

254,417

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

4,580,695

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

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

4,580,695

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

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

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

4,580,695

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					4,580,695
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.......	2,666,145
c From 2010.......	8,810,604
d From 2011.......	1,201,900
e From 2012.......
fTotal of lines 3a through e.........		12,678,649
4Qualifying distributions for 2013 from Part
XII, line 4: $ 150,517
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.....					150,517
e Remaining amount distributed out of corpus		0
5 Excess distributions carryover applied to 2013.		4,430,178			4,430,178
(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		8,248,471
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 ......		8,248,471
10 Analysis of line 9:
a Excess from 2009....
b Excess from 2010....	7,046,571
c Excess from 2011....	1,201,900
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

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).)

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
LOUISVILLE HIGH SCHOOL 22300 MULHOLLAND DRIVE WOODLAND HILLS,CA91364	N/A	PC	GENERAL PURPOSE	100,000
Total ................................. 3a				100,000

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	5
4 Dividends and interest from securities....			14	1,822,643
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	10,362,522
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		12,185,170	0

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

1312,185,170

(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:

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

TARBLE FOUNDATION FKA LOUISE A TARBLE FOUNDATION

Employer identification number

20-3510478

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 TARBLE FOUNDATION FKA LOUISE A TARBLE FOUNDATION

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	JAN TARBLE 11075 SANTA MONICA BLVD 150 LOS ANGELES, CA90025	$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
		$	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 TARBLE FOUNDATION FKA LOUISE A TARBLE FOUNDATION

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

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

Page 4

Name of organization
TARBLE FOUNDATION FKA LOUISE A TARBLE FOUNDATION

Employer identification number

20-3510478

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:

TARBLE FOUNDATION FKA LOUISE A TARBLE FOUNDATION

EIN: 20-3510478

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	64,310	32,155		32,155
AUDIT FEES	18,000	0		18,000

- TIN:

TY 2013 InvestmentsCorpBondsSchedule

Name:

TARBLE FOUNDATION FKA LOUISE A TARBLE FOUNDATION

EIN: 20-3510478

Name of Bond	End of Year Book Value	End of Year Fair Market Value
500,000 GENERAL ELEC CAP CORP 6/15/22	598,650	590,100
500,000 DOW CHEMICAL CO 3.85% 8/15/23	500,000	500,080
700,000 DOW CHEMICAL CO 3.95% 11/15/23	700,000	700,441
500,000 FORD MOTOR CREDIT CO LLC 4% 3/20/24	500,000	497,745
500,000 BANK OF AMERICA CORP 4% 2/15/26	500,000	496,490
500,000 BANK OF AMERICA CORP 4% 6/15/31	500,000	499,300
500,000 GENERAL ELEC CAP CORP 4.125% 5/15/34	500,000	494,985
500,000 GENERAL ELEC CAP CORP 4.125% 6/15/34	500,000	495,165
500,000 CATERPILLAR FINANCIAL 3.2% 7/1/24	500,000	500,000
ACCRUED INTEREST	0	29,133

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

TARBLE FOUNDATION FKA LOUISE A TARBLE FOUNDATION

EIN: 20-3510478

Name of Stock	End of Year Book Value	End of Year Fair Market Value
4,301 SHS PFIZER	91,697	127,654
28,000 SHS BARCLAYS BANK PLC AMERICAN DEP SHRS SRS 5 8.125%	700,005	724,080
28,000 SHS FNMA PRFD SERIES T	700,005	361,480
8,000 SHS ING GROUP NV 7.375% PFD	200,005	206,720
371 SHS AMERICAN EXPRESS CO	14,184	35,197
47 SHS LIFEPOINT HOSPITALS INC	1,183	2,919
518 SHS JPMORGAN CHASE & CO	23,318	29,847
507 SHS NEUSTAR INC CLASS A	8,861	13,192
55 SHS DOMINION RESOURCES INC	2,405	3,934
770 SHS ASTRAZENECA PLC SPONSORED ADR	35,174	57,219
1,850 SHS BAE SYS PLC SPONSORED ADR	35,021	54,775
1,040 SHS BRITISH AMERN TOB PLC SPONSORED ADR	105,747	123,843
2,160 SHS HSBC HLDGS PLC SPONS ADR	96,487	109,728
2,000 SHS NESTLE SA SPONSORED ADR REPSTG	121,656	154,940
6,030 SHS RECKITT BENCKISER GROUP PLC ADR	65,242	105,163
3,470 SHS SINGAPORE TELECOMMUNICATIONS LTD SPONSORED ADR	87,826	107,164
3,130 SHS UNILEVER NV NEW YORK SHS	105,262	136,969
4,350 SHS ZURICH INS GROUP LTD SPONSORED ADR	89,150	131,118
712 SHS EXXON MOBIL CORPORATION	44,576	71,684
179 SHS PHILLIPS 66	4,186	14,397
333 SHS ALTRIA GROUP INC	9,012	13,966
1,333 SHS CAMPBELL SOUP CO	43,356	61,065
501 SHS GENERAL MILLS INC	13,937	26,323
480 SHS JOHNSON & JOHNSON	28,184	50,218
670 SHS TARGET CORP	33,012	38,827
454 SHS INTERNATIONAL BUSINESS MACHINES CORP	49,889	82,297
312 SHS INVESCO LIMITED	7,758	11,778
717 SHS MORGAN STANLEY GROUP INC	13,116	23,181
847 SHS WELLS FARGO & CO	27,647	44,518
958 SHS WESTAR ENERGY INC	26,504	36,586
651 SHS PNC FINL SVCS GROUP INC	38,465	57,972
2,184 SHS CLEAR CHANNEL OUTDOOR HOLDINGS INCORPORATED	17,033	17,865
121 SHS COPA HOLDINGS SA	11,262	17,251
588 SHS CORRECTIONS CORP OF AMERICA	9,751	19,316
15 SHS CST BRANDS INC	335	518
2,451 SHS E*TRADE FINANCIAL CORPORATION	26,910	52,108
464 SHS GATX CORP	13,431	31,060
1,334 SHS GENERAL ELECTRIC COMPANY	28,111	35,058
1,638 SHS GOODYEAR TIRE & RUBBER CO	20,366	45,504
367 SHS KROGER COMPANY	8,018	18,141
876 SHS ORACLE CORPORATION	24,630	35,504
1,584 SHS PFIZER INC	37,113	47,013
626 SHS U S BANCORP DEL	15,453	27,118
1,478 SHS VALIDUS HOLDINGS LTD	51,525	56,519
258 SHS WAL MART STORES INC	13,393	19,368
1,743 SHS WINDSTREAM CORPORATION	18,737	17,360
20,000 SHS DOUBLELINE INCOME SOLUTIONS FD	500,000	449,200
2,270 SHS BAE SYS PLC SPONSORED ADR	45,035	67,210
2,545 SHS GLAXOSMITHKLINE PLC SPONS ADR	116,257	136,107
1,145 SHS IMPERIAL TOBACCO GROUP PLC	81,106	102,979
20,000 SHS PUBLIC STORAGE SERIES Z CUMULATIVE 6% PREFERRED SHARES	500,000	496,400
20,000 SHS WELLS FARGO COMPANY 5.85% NON-CUM PERPETUAL	500,000	518,800
552,081 SHS SNAP ON INC	20,780,329	65,432,640
484 SHS BUNGE LIMITED	27,597	36,610
3,092 SHS FABRINET	55,602	63,695
939 SHS ROYAL CARIBBEAN CRUISES LTD	31,800	52,208
5,014 SHS SCORPIO TANKERS INC	50,204	50,992
1,187 SHS ADT CORP	37,565	41,474
1,431 SHS AT&T INC	48,954	50,600
540 SHS ADTRAN INC	12,529	12,182
1,350 SHS AMERICAN PUB ED INC	53,174	46,413
1,355 SHS BB&T CORP	39,785	53,428
818 SHS BAKER HUGHES INC	46,970	60,900
1,435 SHS BANK OF NEW YORK MELLON CORP	36,167	53,784
2,952 SHS BOISE CASCADE CO	83,283	84,545
3,518 SHS BOSTON PRIVATE FINL HOLDGS INC	37,121	47,282
5,990 SHS CAMPUS CREST CMNTYS INC	57,650	51,873
735 SHS CAPITAL ONE FINL CORP	38,884	60,711
2,339 SHS CISCO SYSTEMS INC	43,705	58,124
1,080 SHS DEVON ENERGY CORP	71,100	85,752
1,032 SHS FIRST INTST BANCSYSTEM INC	15,915	28,050
503 SHS HAYNES INTL INC	25,077	28,465
292 SHS HESS CORP	17,648	28,876
6,000 SHS JETBLUE AIRWAYS CORP	38,119	65,100
877 SHS JOY GLOBAL INC	48,441	54,006
1,965 SHS KBR INC	61,572	46,865
5,010 SHS KEY ENERGY SVCS INC	44,592	45,791
819 SHS LSB INDUSTRIES INC	27,153	34,128
3,062 SHS LATAM AIRLS GROUP S A SPONSORED ADR	49,088	41,092
1,320 SHS MOSAIC CO	64,460	65,274
1,201 SHS MURPHY USA INC	48,474	58,717
1,803 SHS PFIZER INC	35,426	53,513
6,032 SHS PHOTOTRONICS INC	51,791	51,875
1,178 SHS PRINCIPAL FINL GROUP INC	49,991	59,465
967 SHS QUEST DIAGNOSTICS INC	54,816	56,753
1,881 SHS RTI INTL METALS INC	47,217	50,016
339 SHS RYDER SYS INC	14,202	29,863
2,464 SHS TERADYNE INC	44,837	48,294
1,255 SHS TEVA PHARMACEUTICAL INDUSTRIES LTD ADR	48,401	65,787
1,034 SHS TIDEWATER INC	52,546	58,059
2,668 SHS TRIPLE S MGMT CORP CL B	49,447	47,837
912 SHS URS CORP	37,761	41,815
494 SHS UNIT CORP INC	25,455	34,002
1,959 SHS UNITED STATIONERS INC	77,383	81,240
872 SHS UNIVERSAL FTS PRODS INC	30,392	42,091
1,187 SHS VERA BRADLEY INC	26,478	25,960
1,455 SHS WASHINGTON FED INC	26,164	32,636
2,282 SHS WPX ENERGY INC	51,535	54,563
1,741 SHS ZIONS BANCORP	51,936	51,307
1,077 SHS DIGITAL RLTY TR INC	56,753	62,811
882 SHS MASTEC INC	26,969	26,969
2,630 SHS NORTH ATLANTIC DRILLING LIMITED	27,105	27,931
2,630 SHS ABB LTD SPONSORED ADR	44,695	55,939
2,070 SHS BCE INC	90,166	93,895
25 SHS BNP PARIBAS SPONSORED ADR	93,132	78,518
565 SHS BAYER AG SPONSORED ADR	38,782	79,794
1,070 SHS BILLITON LTD SPONSORED ADR	76,967	73,242
775 SHS HONG KONG HLDGS LTD SPONSORED ADR	46,399	44,898
2,660 SHS CANADIAN OIL SANDS LTD	56,790	60,393
9,750 SHS DEUTSCHE TELEKOM AG SPONSORED ADR	133,131	170,869
2,455 SHS DEUTSCHE POST AG SPONS ADR	44,386	88,770
4,555 SHS GDF SUEZ SPON ADR	103,564	125,385
510 SHS GALAXOSMITHKLINE PLC SPONS ADR	26,964	27,275
640 SHS IMPERIAL TOBACCO GROUP PLC	53,666	57,560
4,995 SHS KIRIN HLDGS CO LTD SPONSORED ADR	78,479	72,138
4,950 SHS MANULIFE FINL CORP	77,601	98,357
5,550 SHS MTN GROUP LTD SPONSORED ADR	96,237	116,850
5,970 SHS MUNICH RE GROUP ADR	85,968	132,337
5,075 SHS NIPPON TELEG & TELEPHONE CORP	136,543	158,391
2,085 SHS NOVARTIS AG SPONSORED ADR	114,077	188,755
1,920 SHS LUKOIL CO SPOND ADR SHS	127,221	114,797
15,215 SHS ORKLA A S SPONSORED ADR REPSTG	119,586	135,505
600 SHS NORTH ATLANTIC DRILLING	6,266	6,266
1,630 SHS PERUSAHAAN PERSEROAN PERSERO P.T.	56,300	67,906
920 SHS REXAM PLC SPONSORED ADR	46,804	42,079
2,920 SHS ROCHE HLDGS LTD SPONSORED ADR	66,059	108,866
610 SHS ROYAL DUTCH SHELL PLC SPONSORED ADR	43,121	53,076
5,230 SHS SSE PLC SPONSORED ADR	130,540	140,127
2,515 SHS SANOFI SPONS ADR	93,674	133,723
875 SHS SIEMENS A G SPONSORED ADR	76,925	115,666
2,550 SHS SMITHS GROUP PLC SPONS ADR	43,937	56,551
3,155 SHS STATOIL ASA SPONSORED ADR	84,659	97,269
1,760 SHS TAIWAN SEMICONDUCTOR MFG CO	26,118	37,646
2,635 SHS TOTAL S A SPONSORED ADR	116,450	166,421
2,595 SHS UNITED OVERSEAS BK LTD SPON ADR	76,553	93,755
2,236 SHS VODAFONE GROUP PLC	61,923	74,660
1,770 SHS RIOCAN REAL ESTATE INVESTMENT TR UNIT	49,193	45,388
1,955 SHS ISHARES TR CORE S&P 500 ETF	369,389	385,135
3,619 SHS ISHARES TR BARCLAYS 7-10 YR TREAS BD ETF	374,862	374,856
2,615 SHS ISHARES TR CORE S&P MID-CAP ETF	370,577	374,154
3,165 SHS ISHARES TR RUSSELL 2000 ETF	403,073	376,034
1,487 SHS PROSHARES TR PROSHARES ULTRA S&P500	156,555	172,165
2,996 SHS PROSHARES TR PROSHARES ULTRA 7-10	161,267	161,155
2,251 SHS PROSHARES TR PROSHARES ULTRA MIDCAP400	158,051	161,982
1,825 SHS PROSHARES TR PROSHARES ULTRA RUSSELL2000	187,135	162,681
990 SHS ABBVIE INC	53,629	55,876
210 SHS ADOBE SYSTEMS	12,941	15,196
3,900 SHS AES CORP	51,789	60,645
186 SHS AMERCO	49,621	54,081
214 SHS AMERICAN INTERNATIONAL GROUP INCORPORATED	10,513	11,680
505 SHS APACHE CORP	44,798	50,813
1,407 SHS APPLE INC	59,233	130,753
1,169 SHS ARROW ELECTRICS	46,930	70,619
1,760 SHS ASSURED GUARANTY LIMITED	38,903	43,120
395 SHS AVNET INC	11,618	17,502
1,086 SHS BAKER HUGHES INC	59,004	80,853
343 SHS CARDINAL HEALTH INC	17,612	23,516
996 SHS CELGENE CORP	81,525	85,536
42 SHS CHENIERE ENERGY INC	1,942	3,011
2,518 SHS CHESAPEAKE ENERGY CORP	72,769	78,259
233 SHS CHEVRON CORP	27,728	30,418
142 SHS CHICAGO BRIDGE & IRON CO N V	11,769	9,684
2,506 SHS CISCO SYSTEMS INC	56,493	62,274
799 SHS CITIGROUP INC	38,963	37,633
182 SHS COMPUTER SCIENCES CORP	8,085	11,502
465 SHS CON-WAY INCORPORATED	20,483	23,441
99 SHS CONOCOPHILLIPS	3,671	8,487
822 SHS CONSTELLATION BRANDS INC CL A	63,624	72,443
1,019 SHS CONTINENTAL HOLDINGS INC	41,602	41,850
775 SHS CROWN CASTLE INTL CORP REAL ESTATE INVESTMENT TRUST	54,705	57,552
302 SHS DAVITA HEALTHCARE PARTNERS	11,552	21,841
539 SHS DELTA AIR LINES INC	16,457	20,870
567 SHS EXELIS INCORPORATED	9,897	9,628
327 SHS FEDEX CORP	46,386	49,501
72 SHS FLUOR CORPORATION	5,605	5,537
906 SHS GANNET CO	19,626	28,367
101 SHS GOOGLE INC CLASS A	54,773	59,052
58 SHS GOOGLE INC CLASS C	32,632	33,366
2,125 SHS HERTZ GLOBAL HOLDINGS INC	52,115	59,564
701 SHS HUNTINGTON INGALLS INDUSTRIES WI	37,686	66,308
75 SHS INTERNATIONAL PAPER CO	3,507	3,785
1,748 SHS ISHARES MSCI EAFE SMALL-CAP ETF	80,776	92,504
876 SHS ISHARES RUSSELL 2000 GROWTH ETF	98,975	121,256
9,059 SHS ISHARES S&P 500 GROWTH ETF	674,820	952,916
554 SHS JDS UNIPHASE CORP	8,312	6,908
431 SHS JOHNSON CONTROLS INC	18,108	21,520
837 SHS LIBERTY GLOBAL PLC CLASS A	38,127	37,012
27 SHS MALLINCKRODT PLC	884	2,161
13 SHS MANPOWER INC WIIS	953	1,103
696 SHS MEDNAX INC	22,862	40,472
257 SHS MOWHAWK INDUSTRIES INC	36,074	35,553
999 SHS MURPHY USA INC	42,267	48,841
225 SHS POLARIS INDUSTRIES INC	30,186	29,304
216 SHS PPG INDUSTRIES INC	25,664	45,392
1,108 SHS QUALCOMM INC	87,701	87,754
3,431 SHS R R DONNELLEY & SONS CO	38,628	58,190
909 SHS RPM INTERNATIONAL INC	24,052	41,978
7,993 SHS SLM CORP	69,692	66,422
3,117 SHS STAPLES INC	53,470	33,788
745 SHS STARZ SERIES A	21,625	22,194
445 SHS TEREX CORP	19,329	18,290
1,664 SHS TEXTRON INC	65,300	63,715
1,162 SHS THOR INDUSTRIES INCORPORATED	62,701	66,083
706 SHS UNITED RENTALS INC	32,649	73,939
215 SHS URS CORP	10,309	9,858
211 SHS VERTEX PHARMACEUTICALS INC	17,243	19,977
1,024 SHS WALGREEN COMPANY	58,045	75,909
23,850.305 SHS WILMINGTON LARGE-CAP STRATEGY FUND INSTITUIONAL SHARES	248,759	430,498
455,359.989 SHS WILMINGTON MULTI-MANAGER INTERNATIONAL FUND INSTITUTIONAL SH	3,523,289	3,683,862
52,204.705 SHS WILMINGTON SMALL-CAP STRATEGY FUND INSTITUIONAL SHARES	754,087	799,254
109 SHS WYNN RESORTS LIMITED	18,317	22,624
375 SHS YAHOO INC	14,127	13,174
35,840.739 SHS WILMINGTON MULTI-MANAGER REAL ASSET FUND INSTITUTIONAL SHARES	504,968	547,646
878 SHS MYLAN INC	25,380	45,270
400 SHS NAVIENT CORP	4,267	7,084
870 SHS NCR CORP	34,885	30,528
709 SHS OMNICARE INC	40,621	47,198
20 SHS OSHKOSH CORPORATION	785	1,111
1,062 SHS OWENS ILLINOIS INC	27,951	36,788
ACCRUED DIVIDENDS	0	2,682

- TIN:

TY 2013 InvestmentsGovtObligationsSch

Name:

TARBLE FOUNDATION FKA LOUISE A TARBLE FOUNDATION

EIN: 20-3510478

US Government Securities - End of Year Book Value:

1,202,986

US Government Securities - End of Year Fair Market Value:

1,127,781

State & Local Government Securities - End of Year Book Value:

11,941,149

State & Local Government Securities - End of Year Fair Market Value:

12,271,187

- TIN:

TY 2013 OtherExpensesSchedule

Name:

TARBLE FOUNDATION FKA LOUISE A TARBLE FOUNDATION

EIN: 20-3510478

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
FILING FEES-FRANCHISE TAX BOARD	10	0	10
FILING FEES-REGISTRY OF CHARITABLE TRUSTS	150	0	150
BANK CHARGE	404	202	202

- TIN:

TY 2013 OtherProfessionalFeesSchedule

Name:

TARBLE FOUNDATION FKA LOUISE A TARBLE FOUNDATION

EIN: 20-3510478

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT MANAGEMENT	183,851	183,851		0

- TIN:

TY 2013 SubstantialContributorsSch

Name:

TARBLE FOUNDATION FKA LOUISE A TARBLE FOUNDATION

EIN: 20-3510478

Name	Address
JAN TARBLE	11075 SANTA MONICA BLVD 150 LOS ANGELES,CA90025

- TIN:

TY 2013 TaxesSchedule

Name:

TARBLE FOUNDATION FKA LOUISE A TARBLE FOUNDATION

EIN: 20-3510478

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FOREIGN TAX WITHHELD	17,917	17,917		0
EXCISE	283,689	0		0