Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2014
Open to Public Inspection
For calendar year 2014, or tax year beginning 2014, and ending , 20
Name of foundation
WILLIAM S PALEY FOUNDATION INC
co BENCIVENGA WARD & COMPANY CPAs PC

Number and street (or P.O. box number if mail is not delivered to street address)420 COLUMBUS AVENUE   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
VALHALLA, NY10595
A Employer identification number

13-6085929
B Telephone number (see instructions)

(914) 769-5005
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$139,775,574J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach
schedule)..............  
2 Check bullet
Sch. B ...............
3 Interest on savings and temporary cash investments 680 680  
4 Dividends and interest from securities...... 1,449,927 1,449,927  
5a Gross rents.............. 874,607 874,607  
b Net rental income or (loss) 222,452
6a Net gain or (loss) from sale of assets not on line 10 15,411,655
b Gross sales price for all assets on line 6a 33,910,120
7 Capital gain net income (from Part IV, line 2)... 15,411,655
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........ 17,736,869 17,736,869  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 40,000 20,000   20,000
14 Other employee salaries and wages......        
15 Pension plans, employee benefits....... 3,376 1,688   1,688
16a Legal fees (attach schedule)......... Click to see attachment 62,457 6,246   3,582
b Accounting fees (attach schedule)....... Click to see attachment 136,700 13,670   116,759
c Other professional fees (attach schedule).... Click to see attachment 997,494 974,236   22,178
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 9,474 41,574    
19 Depreciation (attach schedule) and depletion... Click to see attachment 50,310    
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see list of attachments 663,203 652,155   9,933
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,963,014 1,709,569   174,140
25 Contributions, gifts, grants paid........ 8,252,813 7,525,000
26 Total expenses and disbursements. Add lines 24 and 25 10,215,827 1,709,569   7,699,140
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 7,521,042
b Net investment income (if negative, enter -0-) 16,027,300
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2014)
Form 990-PF (2014)
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
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............... 207,497 277,849 277,849
2 Savings and temporary cash investments.......... 7,777,270 16,076,942 16,076,942
3 Accounts receivable bullet87,173
Less: allowance for doubtful accounts bullet   140,623 87,173 87,173
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
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) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges........... 33,848 6,635 6,635
10a Investments—U.S. and state government obligations (attach schedule) 399,988    
b Investments—corporate stock (attach schedule)........ 83,496,261 Click to see attachment74,377,354 74,377,354
c Investments—corporate bonds (attach schedule)........ 28,033,251 Click to see attachment11,449,621 11,449,621
11 Investments—land, buildings, and equipment: basis bullet2,877,737
Less: accumulated depreciation (attach schedule) bullet1,185,108 1,623,034 Click to see attachment1,692,629 21,250,000
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........   Click to see attachment16,250,000 16,250,000
14 Land, buildings, and equipment: basis bullet14,640
Less: accumulated depreciation (attach schedule) bullet14,640      
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 121,711,772 120,218,203 139,775,574
Liabilities 17 Accounts payable and accrued expenses.......... 1,670,376 1,526,925
18 Grants payable.................. 3,892,814 4,625,627
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 bullet) Click to see attachment78,102,436 Click to see attachment77,032,753
23 Total liabilities (add lines 17 through 22).......... 83,665,626 83,185,305
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted................... 38,046,146 37,032,898
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
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 instructions)...... 38,046,146 37,032,898
31 Total liabilities and net assets/fund balances (see instructions).. 121,711,772 120,218,203
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 38,046,146
2 Enter amount from Part I, line 27a..................... 2 7,521,042
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 1,134,638
4 Add lines 1, 2, and 3.......................... 4 46,701,826
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 9,668,928
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 37,032,898
Form 990-PF (2014)
Form 990-PF (2014)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1a
b
c
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a
b
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 15,411,655
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 . . . . . . . . . . . . . . . . 		Bracket 3 15,411,655
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?
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 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))
2013 6,690,762 106,476,832 0.06284
2012 5,454,039 92,962,827 0.05867
2011 5,440,297 88,327,794 0.06159
2010 5,032,261 81,657,593 0.06163
2009 4,834,392 72,036,161 0.06711
2 Total of line 1, column (d) ...................... 2 0.31184
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 0.06237
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 116,637,757
5 Multiply line 4 by line 3....................... 5 7,274,347
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 160,273
7 Add lines 5 and 6......................... 7 7,434,620
8 Enter qualifying distributions from Part XII, line 4.............. 8 7,819,045
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 (2014)
Form 990-PF (2014)
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 Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 160,273
hereBulletand 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  
3 Add lines 1 and 2........................... 3 160,273
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 160,273
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 238,980
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.............. 7 238,980
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 78,707
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet78,707 RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
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.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
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....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
No
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
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?................
    6
    Yes
     
    7
    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..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletNY
    b
    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 .
    8b
    Yes
     
    9
    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 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    11
    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) .............
    11
     
    No
    12
    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).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletLEONARD J BENCIVENGA CPA Telephone no.bullet (914) 769-5005
    Located atbullet420 COLUMBUS AVENUE SUITE 304VALHALLANY ZIP+4bullet105951382
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2014, 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 FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 6
    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
    No
    1a
    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?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (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)?.................
    (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.).........
    b
    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 instructions)? ........
    1b
     
    No
    .........bullet
    c
    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 2014?.............
    1c
     
    No
    2
    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)):
    a
    At the end of tax year 2014, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2014?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    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.) ..............
    2b
     
    No
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?........................
    b
    If "Yes," did it have excess business holdings in 2014 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 2014.)....................
    3b
     
    No
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    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 2014?
    4b
     
    No
    5a
    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))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)..................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    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)? ......
    5b
     
    No
    .........bullet
    c
    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?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.......................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
    No
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 7
    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
    PATRICK S GALLAGHER Executive Dir.
    5.00     		50,000    
    420 COLUMBUS AVENUE SUITE 304
    VALHALLA,NY10595
    HENRY A KISSINGER CHAIRMAN/DIR
    1.00     		0    
    420 COLUMBUS AVENUE SUITE 304
    VALHALLA,NY10595
    WILLIAM C PALEY VICE PRES/DIR
    1.00     		0    
    420 COLUMBUS AVENUE SUITE 304
    VALHALLA,NY10595
    DANIEL L MOSLEY TREAS&SEC/DIR
    1.00     		0    
    420 COLUMBUS AVENUE SUITE 304
    VALHALLA,NY10595
    GEORGE J GILLESPIE III Director
    1.00     		0    
    420 COLUMBUS AVENUE SUITE 304
    VALHALLA,NY10595
    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...................bullet  
    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
    DP CONSULTING CORP CONTRACTOR 122,746
    303 FIFTH AVENUE
    NEW YORK,NY10016
    TWEEDY BROWNE & CO ADVISORY & CUSTODY 217,066
    ONE STATION PLACAE 5TH FLOOR
    STAMFORD,CT06902
    BENCIVENGA WARD & COMPANY CPAS ACCOUNTING & TAX 82,915
    420 COLUMBUS AVENUE SUITE 304
    VALHALLA,NY10595
    RUANE CUNNIFF & CO ADVISORY & CUSTODY 680,464
    767 FIFTH AVENUE
    NEW YORK,NY10153
    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 (2014)
    Form 990-PF (2014)
    Page 8
    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 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.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    118,124,141
    b
    Average of monthly cash balances.......................
    1b
    289,825
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    118,413,966
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    118,413,966
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    1,776,209
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    116,637,757
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    5,831,888
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    5,831,888
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    160,273
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    160,273
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    5,671,615
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    5,671,615
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    5,671,615
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    7,699,140
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
    119,905
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    7,819,045
    5
    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).................
    5
    160,273
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    7,658,772
    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 (2014)
    Form 990-PF (2014)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2013     		(c)
    2013     		(d)
    2014
    1 Distributable amount for 2014 from Part XI, line 7 5,671,615
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only.......  
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2014:
    a From 2009....... 1,271,705
    b From 2010....... 1,062,371
    c From 2011....... 1,092,188
    d From 2012....... 926,747
    e From 2013....... 1,482,094
    fTotal of lines 3a through e......... 5,835,105
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 7,819,045
    a Applied to 2013, 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).........     		0
    d Applied to 2014 distributable amount..... 5,671,615
    e Remaining amount distributed out of corpus 2,147,430
    5 Excess distributions carryover applied to 2014.    
    (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 7,982,535
    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 2013. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2014. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		 
    8Excess distributions carryover from 2009 not
    applied on line 5 or line 7 (see instructions) ...     		1,271,705
    9Excess distributions carryover to 2015.
    Subtract lines 7 and 8 from line 6a ......     		6,710,830
    10 Analysis of line 9:
    a Excess from 2010.... 1,062,371
    b Excess from 2011.... 1,092,188
    c Excess from 2012.... 926,747
    d Excess from 2013.... 1,482,094
    e Excess from 2014.... 2,147,430
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 10
    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 2014, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    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) 2014 (b) 2013 (c) 2012 (d) 2011
             
    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
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    PATRICK S GALLAGHER
    420 COLUMBUS AVENUE SUITE 304
    VALHALLA,NY105951382
    bThe form in which applications should be submitted and information and materials they should include:
    NO PARTICULAR FORM REQUIRED, BUT FULL FINANCIAL INFORMATION SHOULD BE DISCLOSED.
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    UNDER THE PROVISION OF THE FOUNDATION'S CHARTER, NO GRANTS MAY BE MADE TO INDIVIDUALS.
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 11
    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)
    aPaid during the year
    THE GREENPARK FOUNDATION
    420 COLUMBUS AVENUE SUITE 304
    VALHALLA,NY10595     		COMMON DIRECTORS POF PALEY PARK - PROGRAM SUPPORT 950,000
    CLEAN SOBER STREETS INC
    P O BOX 77114
    WASHINGTON,DC20013     		NONE PC GENERAL PROGRAM 5,000
    THE JERUSALEM FOUNDATION
    60 EAST 42ND STREET
    NEW YORK,NY10165     		NONE PC PALEY ART CENTER 75,000
    LEGAL ACTION CENTER
    153 WAVERLY PLACE
    NEW YORK,NY10014     		NONE PC GENERAL PROGRAM 5,000
    MADISON SQ BOYS GIRLS CLUB
    250 FIFTH AVENUE
    NEW YORK,NY10118     		NONE PC HARLEM CLUBHOUSE 515,000
    THE METROPOLITAN MUSEUM OF ART
    1000 FIFTH AVENUE
    NEW YORK,NY10028     		NONE PC GENERAL PROGRAM 15,000
    THE MUSEUM OF MODERN ART
    11 WEST 53RD STREET
    NEW YORK,NY10019     		NONE PC GENERAL PROGRAM 110,000
    THE PALEY CENTER FOR MEDIA
    25 WEST 52ND STREET
    NEW YORK,NY10019     		NONE PC GENERAL PROGRAM 4,684,000
    THE PALEY CENTER FOR MEDIA
    25 WEST 52ND STREET
    NEW YORK,NY10019     		NONE PC GENERAL PROGRAM 1,000,000
    OXFORD HOUSE
    1010 WAYNE AVENUE
    SILVER SPRING,MD20910     		NONE PC GENERAL PROGRAM 5,000
    WASHINGTON PROJECT FOR THE ART
    500 SEVENTEENTH STREET NW
    WASHINGTON,DC20006     		NONE PC GENERAL PROGRAM 5,000
    NORTHWEST CENTER FOR THE ARTS
    68 MAIN STREET
    TORRINGTON,CT06790     		NONE PC GENERAL OPERATING SUPPORT 4,000
    GREENWICH EMERGENCY MEDICAL SERVICE
    111 EAST PUTNAM
    RIVERSIDE,CT06878     		NONE PC GENERAL OPERATING SUPPORT 2,500
    GREENWICH LIBRARY
    101 WEST PUTNAM AVENUE
    GREENWICH,CT06830     		NONE PC GENERAL OPERATING SUPPORT 2,500
    DC CENTRAL KITCHEN
    425 2ND STREET NW
    WASHINGTON,DC20001     		NONE PC GENERAL OPERATING SUPPORT 5,000
    PORTLAND MUSEUM OF ART
    SEVEN CONGRESS SQUARE
    PORTLAND,ME04101     		NONE PC ANNUAL FUND 25,000
    BOYS GIRLS CLUB OF GREENWICH
    4 HORSENECK LANE
    GREENWICH,CT06830     		NONE PC GENERAL OPERATING SUPPORT 10,000
    DRUG POLICY ALLIANCE
    925 15TH STREET NW 2ND FLOOR
    WASHINGTON,DC20005     		NONE PC GENERAL OPERATING SUPPORT 10,000
    THELONIOUS MONK INSTITUTE
    5225 WISCONSIN AVENUE NW SUITE 605
    WASHINGTON,DC20015     		NONE PC GENERAL OPERATING SUPPORT 5,000
    COLUMBIA UNIVERSITY
    475 RIVERSIDE DRIVE
    NEW YORK,NY10015     		NONE PC DEPT OF OPHTHALMOLOGY 5,000
    FRIENDS OF VIRGIN ISLAND NATIONAL P
    PO BOX 811
    ST JOHNS,ST JOHNS00831
    VQ     		NONE PC GENERAL OPERATING SUPPORT 3,500
    WEST HILL POND ASSOCIATION
    29 WHITE PINE LANE
    WEST HARTFORD,CT06107     		NONE PC GENERAL OPERATING SUPPORT 4,000
    SO OTHERS MAY EAT
    71 O STREET NW
    WASHINGTON,DC20001     		NONE PC GENERAL OPERATING SUPPORT 5,000
    DOMUS FOUNDATION
    83 LOCKWOOD AVENUE
    STAMFORD,CT06902     		NONE PC GENERAL OPERATING SUPPORT 3,500
    THE MASTERS SCHOOL
    49 CLINTON AVENUE
    DOBBS FERRY,NY10522     		NONE PC GENERAL OPERATING SUPPORT 1,500
    INTERNATIONAL ARTS ARTISTS
    9 HILLYER COURT NW
    WASHINGTON,DC20008     		NONE PC GENERAL OPERATING SUPPORT 5,000
    CRYSTAL BRIDGES
    600 MUSEUM WAY
    BENTONVILLE,AR72712     		NONE PC GENERAL PROGRAM 50,000
    MADISON SQUARE BOYS GIRLS CLUB INC
    733 THIRD AVENUE FLOOR 2
    NEW YORK,NY10017     		NONE PC GENERAL OPERATING SUPPORT 5,000
    MEMORIAL SLOAN KETTING CANCER CENTE
    1275 York Avenue
    New York,NY10065     		NONE PC Free Care for Cancer Patients 1,000
    CENTER FOR STRATEGIC INTERNATIONAL
    1616 RHODE ISLAND AVENUE NW
    WASHINGTON,DC20036     		NONE PC GENERAL OPERATING SUPPORT 3,500
    PARALYZED VETERANS OF AMERICA
    801 EIGHTEENTH STREET NW
    WASHINGTON,DC20006     		NONE PC GENERAL OPERATING SUPPORT 5,000
    Total .................................bullet 3a 7,525,000
    bApproved for future payment
    THE PALEY CENTER FOR MEDIA
    25 WEST 52ND STREET
    NEW YORK,NY10019     		NONE PC GENERAL PROGRAM 1,000,000
    THE JERUSALEM FOUNDATION
    60 EAST 42ND STREET
    NEW YORK,NY10165     		NONE PC PALEY ART CENTER 75,000
    THE MUSEUM OF MODERN ART
    11 WEST 53RD STREET
    NEW YORK,NY10019     		NONE PC GENERAL OPERATING SUPPORT 110,000
    THE PALEY CENTER FOR MEDIA
    25 WEST 52ND STREET
    NEW YORK,NY10019     		NONE PC PCM AWARDS 59,865
    THE PALEY CENTER FOR MEDIA
    25 WEST 52ND STREET
    NEW YORK,NY10019     		NONE PC GENERAL PROGRAM 600,000
    TULANE UNIVERSITY
    218 GIBSON HALL
    NEW ORLEANS,LA70118     		NONE PC HISTORY PROFESSOR SUPPORT 15,000
    MADISON SQ BOYS GIRLS CLUB
    733 THIRD AVENUE FLOOR 2
    NEW YORK,NY10017     		NONE PC HARLEM CLUBHOUSE 2,000,000
    THE PALEY CENTER FOR MEDIA
    25 WEST 52ND STREET
    NEW YORK,NY10019     		NONE PC WSP HOLLYWOOD HISTORIC TRUST - WALK OF FAME 30,000
    NY PRESBYTERIAN HOSPITAL
    525 EAST 68TH STREET BOX 123
    NEW YORK,NY10065     		NONE PC GENERAL OPERATING SUPPORT 10,000
    THE PALEY CENTER FOR MEDIA
    25 WEST 52ND STREET
    NEW YORK,NY10019     		NONE PC HIGH DEFINTION PRODUCTION SYSTEM 797,500
    Total .................................bullet 3b 4,697,365
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 12
    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
    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 ............     		    14 680  
    4 Dividends and interest from securities....     14 1,449,927  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....     16 222,452  
    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 15,411,655  
    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)..   17,084,714  
    13Total. Add line 12, columns (b), (d), and (e)..................
    1317,084,714
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		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 (2014)
    Form 990-PF (2014)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    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
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    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
    2a
    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?...........
    b
    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) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2014)
    Additional Data


    Software ID: 14000265
    Software Version: 2014v5.0


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2014 AccountingFeesSchedule
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    AUDIT 46,100 4,610 0 44,309
    TAX & ACCOUNTING 90,600 9,060 0 72,450

    Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

    TY 2014 DepreciationSchedule
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included
    BUILIDING IMPROVEMENTS 2006-09-28 29,650 6,916 SL 30.0000 988      
    BUILDING IMPROVEMENTS 2008-07-01 3,035 2,387 SL 7.0000 434      
    CARPETING 5TH FLOOR 2009-09-02 2,812 1,742 SL 7.0000 402      
    ELEVATOR IMPROVEMENTS 2012-10-01 355,498 14,812 SL 30.0000 11,850      
    LOCAL LAW 11 IMPROVEMENTS 2012-07-01 96,081 4,804 SL 30.0000 3,203      
    ELEVATOR IMPROVEMENTS 2013-10-01 30,562 255 SL 30.0000 1,019      
    LOCAL LAW 11 IMPROVEMENTS 2013-07-01 802,108 12,667 SL 30.0000 26,737      
    FRONT GLASS DOORS 2013-12-01 16,425   SL 7.0000 2,346      
    LOCAL LAW 11 IMPROVEMENT 2014-03-01 119,905   SL 30.0000 3,331      

    TY 2014 GeneralExplanationAttachment
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Identifier Return Reference Explanation
      General Explanation Supplemental Information for Form 990-PF STATEMENT 20FORM 990PF, PART II, LINE 22OTHER LIABILITIESFUNDS HELD FOR THE BENEFIT OF OTHERS -THE PALEY CENTER FOR MEDIA25 WEST 52ND STREETNEW YORK, NY 10019 $57,946,398THE GREENPARK FOUNDATION, INCC/O BENCIVENGA WARD & COMPANY, CPAS, PC420 COLUMBUS AVENUE, SUITE 304VALHALLA, NY 10595 $19,043,827TOTAL $76,990,225
      General Explanation Supplemental Information for Form 990-PF STATEMENT 21FORM 990PF, PART VII-B, LINE 5CEXEMPTION FROM TAX ON TAXABLE EXPENDITURESDuring 2014, the Foundation made a grant of $950,000 to The Greenpark Foundation, Inc. (Greenpark, Federal ID# 13-6155738). Greenpark is a private operating foundation and has as its sole purpose the ownership, operation, and maintenance of a park open to the public. The officers and directors of Greenpark are also officers/directors of the Foundation. As such they are under common control.During 2014, Greenpark used the grant paid to it by the Foundation for the operation and maintenance of the park. In addition, Greenpark treated none of the grant as a qualifying distribution on its tax return for 2014 (Form 990PF), thereby allowing the grant of $950,000 to be treated as a qualifying distribution by the Foundation.Due to the common control of Greenpark and the foundation, the foundation has not formalized pre-grant and post-grant letters. It believes the Requirements of IRS Reg. 53.4945-5(d) are satisfied by the indicia of common control of the grantor and grantee.

    TY 2014 InvestmentsCorpBondsSchedule
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Name of Bond End of Year Book Value End of Year Fair Market Value
    TWEEDY BROWNE GLOBAL VALUE FUND    
    JP MORGAN SHORT TERM BOND FUND 2,360,285 2,360,285
    EATON VANCE MUTUAL FUNDS 1,169,377 1,169,377
    JP MORGAN HIGH YIELD BOND FUND 567,163 567,163
    JP MORGAN STRATEGIC INCOME 1,784,101 1,784,101
    JP MORGAN TOTAL RETURN FUND 1,930,833 1,930,833
    PIMCO TOTAL RETURN FUND 1,811,931 1,811,931
    DOUBLELINE TOTAL RETURN BOND 1,825,931 1,825,931
    PRUDENTIAL TOTAL RETURN BOND    

    TY 2014 InvestmentsCorpStockSchedule
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Name of Stock End of Year Book Value End of Year Fair Market Value
    AKZO NOBEL N V A/D/R    
    AMERICAN EXPRESS CO 1,907,320 1,907,320
    AMERICAN NATIONAL INSURANCE COMPANY    
    BERKSHIRE HATHAWAY, INC 9,570,756 9,570,756
    BROWN & BROWN, INC 338,150 338,150
    COCA COLA CO. 472,864 472,864
    COMCAST CORP 152,835 152,835
    SIRONA DENTAL SYSTEMS 214,057 214,057
    DANAHER CORP 2,022,756 2,022,756
    DIAGEO PLC 770,336 770,336
    FASTENAL CORP 3,598,960 3,598,960
    GLAXOSMITHKLINE PLC    
    HEINEKEN N V    
    IDEXX LABORATORIES, INC 2,140,722 2,140,722
    MOHAWK INDUSTRIES 1,091,093 1,091,093
    NATIONAL WESTERN LIFE INSURANCE    
    NESTLE S A A/D/R 1,276,041 1,276,041
    NOVARTIS A G A/D/R 1,324,945 1,324,945
    TJX COMPANIES INC 5,987,445 5,987,445
    UNILEVER PLC A/D/R 121,440 121,440
    UNILEVER N V 757,298 757,298
    WAL MART STORES INC 231,618 231,618
    CISCO SYSTEMS INC    
    UNIFIRST CORP    
    EMCOR GROUP INC 285,804 285,804
    ROLLS ROYCE GROUP PLC 1,899,166 1,899,166
    EXOR SPA 23,188 23,188
    CONOCO PHILLIPS    
    DEVON ENERGY CORP    
    EMERSON ELECTRIC CO    
    RICHIE BROTHERS AUCTIONEERS INC    
    UNION PACIFIC CORP    
    3M CO    
    ADVANCED AUTO PARTS, INC    
    JOHNSON & JOHNSON    
    OMNICOM GROUP INC 948,465 948,465
    PRAXAIR INC 788,891 788,891
    PRECISION CASTPARTS CORP 3,039,906 3,039,906
    IMI PLC 491,821 491,821
    MASTERCARD INC    
    CANADIAN NATURAL RESOURCES LTD 79,300 79,300
    QINETIQ GROUP PLC 464,604 464,604
    BANK OF NEW YORK MELLON CORP    
    BAXTER INTERNATIONAL 545,278 545,278
    COSTCO WHOLESALE CORP 1,424,588 1,424,588
    CRODA INTERNATIONAL PLC 629,789 629,789
    GOLDMAN SACHS GROUP INC 1,093,977 1,093,977
    GOOGLE INC 2,098,264 2,098,264
    HISCOX LTD 696,847 696,847
    INTERNATIONAL BUSINESS MACHINES 974,352 974,352
    PERRIGO CO 1,100,749 1,100,749
    VALENT PHARAMACEUTICALS 19,970,284 19,970,284
    VISA INC 1,335,909 1,335,909
    WELLS FARGO 1,278,951 1,278,951
    WORLD FUEL SERVICE CORP 492,812 492,812
    TOTAL SA    
    TRIMBLE NAVIGATION LTD 37,899 37,899
    WATERS CORP 623,567 623,567
    HALLIBURTON CO    
    HSBC HOLDINGS PLC    
    JACOBS ENGINEERING GROUP INC 545,620 545,620
    NOVOZYMES A/S-B SHARES 505,176 505,176
    PHILLIPS 66    
    PIRELLI & C SPA    
    TIFFANY & CO 525,537 525,537
    JOY GLOBAL INC    
    CABELA'S INC CLASS A 306,667 306,667
    CIE FINANCIERE RICHEEMON 99,440 99,440
    SERCO GROUP PLC 91,867 91,867

    TY 2014 InvestmentsLandSchedule2
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Category/ Item Cost/Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    Furniture and Fixtures 10,798 10,798    
    Buildings 379,455 379,455   19,557,371
    Improvements 2,146,883 784,700 1,362,183 1,362,183
    Land 330,446   330,446 330,446
    Miscellaneous 10,155 10,155    

    TY 2014 InvestmentsOtherSchedule2
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    SELECT EQUITY PARTNERSHIP AT COST 16,250,000 16,250,000

    TY 2014 LandEtcSchedule2
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    Machinery and Equipment 14,640 14,640    


    TY 2014 LegalFeesSchedule
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ADMINISTRATION 62,457 6,246 0 3,582


    TY 2014 OtherDecreasesSchedule
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Description Amount
       


    TY 2014 OtherExpensesSchedule
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FILING FEES 1,500      
    GENERAL INSURANCE 1,924     1,924
    PAYROLL PROCESSING FEES 720     720
    Rental Expenses 652,155 652,155    
    SUPPLIES 6,904     7,289


    TY 2014 OtherIncreasesSchedule
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Description Amount
       


    TY 2014 OtherLiabilitiesSchedule
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Description Beginning of Year - Book Value End of Year - Book Value
    SECURITY DEPOSITS 42,528 42,528
    SEE STATEMENT #20 78,059,908 76,990,225


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ADMINISTRATION 23,258 0 0 22,178
    ADVISORY & CUSTODY FEES 974,178 974,178 0 0
    FOREIGN EXCHANGE 58 58 0 0


    TY 2014 TaxesSchedule
    Name:
    WILLIAM S PALEY FOUNDATION INC
    co BENCIVENGA WARD & COMPANY CPAs PC
    EIN: 13-6085929
    Software ID:14000265
    Software Version:2014v5.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX - CURRENT 159,974      
    EXCISE TAX - DEFERRED 192,074      
    FOREIGN TAXES 41,574 41,574