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 09-01-2013 , and ending 08-31-2014

Name of foundation
The Timothy and Judith Smith Foundation

% Tim Smith

Number and street (or P.O. box number if mail is not delivered to street address)24500 Calabasas RdSuiteRoom/suite

City or town, state or province, country, and ZIP or foreign postal code
Calabasas, CA91302

A Employer identification number

95-4769418

B Telephone number (see instructions)

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

$2,477,748J 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)	300,000
2	Check
3	Interest on savings and temporary cash investments	25		25
4	Dividends and interest from securities......	60,128		60,128
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		30,880
b	Gross sales price for all assets on line 6a 477,542
7	Capital gain net income (from Part IV, line 2)...			30,880
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........	391,033		91,033
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....		24,878	24,878
17	Interest...............
18	Taxes (attach schedule) (see instructions)		3,124	1,664
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		10,810	310	10,500
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	38,812		26,852	10,500
25	Contributions, gifts, grants paid........	115,000			115,000
26	Total expenses and disbursements. Add lines 24 and 25	153,812		26,852	125,500
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	237,221
b	Net investment income (if negative, enter -0-)			64,181
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

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

Form 990-PF (2013)

Page 2

Part II		Balance Sheets	Attached schedules and amounts in the description column should be for end-of-year amounts only. (See instructions.)	Beginning of year	End of year
Part II		Balance Sheets		(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............
	2	Savings and temporary cash investments..........		130,613	101,504	101,504
	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)		402,286	488,458	484,046
	b	Investments—corporate stock (attach schedule)........		1,329,199	1,509,357	1,892,198
	c	Investments—corporate bonds (attach schedule)........
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	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)		1,862,098	2,099,319	2,477,748
		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
		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.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds		1,862,098	2,099,319
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		1,862,098	2,099,319
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		1,862,098	2,099,319

Part III	Analysis of Changes in Net Assets or Fund Balances
1	Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
	with end-of-year figure reported on prior year’s return)...............	1	1,862,098
2	Enter amount from Part I, line 27a.....................	2	237,221
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	2,099,319
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	2,099,319

Form 990-PF (2013)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

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

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	477,542	446,662	30,880
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			30,880
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	30,880
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	140,803	1,971,355	0.071424
2011	89,092	1,570,989	0.056711
2010	99,647	1,372,897	0.072582
2009	99,173	1,199,514	0.082678
2008	60,060	908,070	0.06614

2	Total of line 1, column (d) ......................	2	0.349535
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	0.069907
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	2,323,481
5	Multiply line 4 by line 3.......................	5	162,428
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	642
7	Add lines 5 and 6.........................	7	163,070
8	Enter qualifying distributions from Part XII, line 4..............	8	125,500
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	1,284
	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
3	Add lines 1 and 2............................	3	1,284
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	1,284
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	1,227
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c	89
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	1,316
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	32
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax32	Refunded	11

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

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.

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

The books are in care of bullet

Tim Smith Telephone no. bullet

(818) 346-3144

Located at bullet

24500 Calabasas RdCalabasasCA ZIP+4 bullet

91302

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
Judith L Smith	CFO / Sec / Treas 1.0	0
24500 Calabasas Rd Calabasas,CA91302	CFO / Sec / Treas 1.0	0
Timothy Smith	CEO / Pres 1.0	0
24500 Calabasas Rd Calabasas,CA91302	CEO / Pres 1.0	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










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

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

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

116,174

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

1,284

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

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

1,284

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

114,890

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

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

114,890

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

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

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

114,890

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	(d) 2013
1 Distributable amount for 2013 from Part XI, line 7			114,890
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......
b Total for prior years:2011, 2010, 2009
3 Excess distributions carryover, if any, to 2013:
a From 2008.......	15,030
b From 2009.......	40,010
c From 2010.......	31,957
d From 2011.......	11,340
e From 2012.......	43,296
fTotal of lines 3a through e.........		141,633
4Qualifying distributions for 2013 from Part
XII, line 4: $ 125,500
a Applied to 2012, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see instructions)......
c Treated as distributions out of corpus (Election required—see instructions).........
d Applied to 2013 distributable amount.....			114,890
e Remaining amount distributed out of corpus		10,610
5 Excess distributions carryover applied to 2013.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		152,243
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2012. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 ..........			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) .............
8Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions) ...		15,030
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......		137,213
10 Analysis of line 9:
a Excess from 2009....	40,010
b Excess from 2010....	31,957
c Excess from 2011....	11,340
d Excess from 2012....	43,296
e Excess from 2013....	10,610

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).)

JUDITH L SMITH

TIMOTHY SMITH

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
BISHOP O'DOWD HIGH SCHOOL 9500 STEARNS AVE OAKLAND,CA94605	N/A	PC	General & Unrestricted	20,000
CAPUCHIN FRANCISCAN ORDER OF CA 1345 CORTEZ AVE BURLINGAME,CA94010	N/A	PC	General & Unrestricted	5,000
CATHOLIC EDUCATION FOUNDATION 3424 WILSHIRE BLVD 3RD FL LOS ANGELES,CA90010	N/A	PC	General & Unrestricted	25,000
DOLORES MISSION ELEMENTARY SCHOOL PAROCHIAL 170 S GLESS ST LOS ANGELES,CA90033	N/A	PC	General & Unrestricted	11,000
FLINTRIDGE SACRED HEART ACADEMY 440 SAINT KATHERINE DR LA CANADA,CA91011	N/A	PC	General & Unrestricted	2,500
LOYOLA HIGH SCHOOL OF LOS ANGELES 1901 VENICE BLVD LOS ANGELES,CA90006	N/A	PC	General & Unrestricted	5,000
PRESIDENT-BOARD OF TRUSTEES SANTA CLARA COLLEGE 500 EL CAMINO REAL SANTA CLARA,CA95050	N/A	PC	General & Unrestricted	30,000
SOCIETY OF SAINT VINCENT DE PAUL COUNCIL OF LA 210 N AVE 21 LOS ANGELES,CA90031	N/A	PC	General & Unrestricted	2,000
SOVEREIGN ORDER OF MALTA-WESTERN ASSOCIATION 465 CALIFORNIA ST STE 818 SAN FRANCISCO,CA94104	N/A	PC	General & Unrestricted	2,500
ST FRANCIS HIGH SCHOOL OF LA CANADA FLINTRIDGE 200 FOOTHILL BLVD LA CANADA,CA91011	N/A	PC	General & Unrestricted	5,000
UNIVERSITY OF NOTRE DAME DU LAC 511 MAIN BLDG NOTRE DAME,IN46556	N/A	PC	General & Unrestricted	2,000
VERBUM DEI HIGH SCHOOL 11100 S CENTRAL AVE LOS ANGELES,CA90059	N/A	PC	General & Unrestricted	5,000
Total ................................. 3a				115,000

bApproved for future payment

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

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	25
4 Dividends and interest from securities....			14	60,128
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	30,880
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)..				91,033

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

1391,033

(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

The Timothy and Judith Smith Foundation

Employer identification number

95-4769418

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 The Timothy and Judith Smith 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	Bob Smith Mini 5126 Greencrest Road La Canada, CA91011	$300,000	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 The Timothy and Judith Smith 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
The Timothy and Judith Smith Foundation

Employer identification number

95-4769418

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:

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

TY 2013 DepreciationSchedule

Name:

The Timothy and Judith Smith Foundation

EIN: 95-4769418

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

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

The Timothy and Judith Smith Foundation

EIN: 95-4769418

Name of Stock	End of Year Book Value	End of Year Fair Market Value
3M CO	6,310	11,232
ABBOTT LABS	12,872	15,164
ABBVIE INC.	2,998	5,417
ACE LTD	3,049	3,403
ACTIVISION BLIZZARD INC	2,066	3,861
AGILENT TECHNOLOGIES INC	1,556	2,744
AGRIUM INC.	3,345	3,217
AIR PRODS & CHEM INC.	2,717	4,130
AKAMAI TECH COM STK	2,123	4,592
AKZO NOBEL NV-ADR	4,285	4,901
ALLEGHENY TECH	2,426	3,289
ALLIANZ FIXED INCOME SHARES SE	242,941	236,420
ALLIANZ FIXED INCOMESHARES SER	228,501	241,791
ALTRIA GROUP INC	3,923	7,367
AMERICAN CAMPUS COMMUNITIES	5,560	5,452
AMERICAN EXPRESS CO	1,526	3,582
AMERICAN TOWER REIT INC	2,805	6,902
AMERISOURCEBERGEN CORP	2,348	3,715
ANHEUSER BUSCH COS INC	3,001	3,018
ANSYS INC.	1,462	3,008
AON PLC	3,651	4,794
APPLE INC.	15,179	30,853
APPLIED MATERIALS INC.	6,034	12,456
ARKEMA S/ADR	3,802	3,458
ASML HOLDING NV NY REG SHS	6,546	7,978
AT&T, INC	5,722	6,258
AUTODESK, INC.	1,572	3,540
AUTOMATIC DATA PROCESSING INC.	2,164	3,840
BANK OF NOVA SCOTIA	2,751	3,377
BARCLAYS PLC ADR	5,792	4,995
BARD C R INC.	1,622	2,820
BASF AG SPONS ADR	2,817	3,602
BAYER A G SPONSORED ADR	2,839	3,492
BIO RAD LABS INC CL A	1,436	2,044
BLACKROCK INC	3,087	5,288
BNP PARIBAS SPONS ADR	4,725	4,151
BORG WARNER INC.	1,330	4,913
BOSTON PPTYS INC	1,822	2,793
BRAMBLES LTD UNSP AD	3,200	3,657
BUNZL PLC SPONSORED ADR	4,285	8,475
CABOT CP	1,738	2,246
CANADIAN PACIFIC RAILWAY LTD	2,851	4,614
CAPITAL ONE FINANCIAL CORP	8,988	12,555
CATERPILLAR INC.	3,486	4,036
CBRE GROUP INC	3,338	5,021
CENOVUS ENERGY INC	3,345	3,317
CHECK POINT SOFTWARE TECHNOLOG	6,091	8,806
CHEVRON CORP	14,660	22,007
CIELO SA ADR	2,134	3,043
COCA-COLA CO	15,657	22,946
COMCAST CORP CL A	2,772	3,612
COMPAGNIE FINANCIERE RICHEMONT	3,074	2,888
CONOCOPHILLIPS	12,382	19,980
CONTL AG SPONS ADR	4,855	4,347
CORUS ENTERTAINMT B	4,103	4,001
COVANCE INC	2,120	3,150
CSX CORP	2,107	4,389
CUMMINS INC	2,029	4,789
D R HORTON	2,893	5,095
DARDEN RESTAURANTS INC.	1,720	2,366
DEUTSCHE BOERSE ADR	3,508	3,703
DIAGEO PLC ADS	2,632	2,757
DNB NOR ASA SPONSOR ADR	3,152	3,188
DOVER CORP	2,908	2,988
DU PONT DE NEMOURS	5,298	7,537
EASTMAN CHEMICAL CO.	1,665	4,866
EATON CORP PLC	8,283	7,679
EATON VANCE CORP COM	2,360	3,524
ECHOSTAR HOLDING CORPORATION	2,387	3,026
ENBRIDGE INC	3,156	3,390
EOG RESOURCES INC	1,438	2,198
ERICSSON L M TEL CO	4,695	5,158
ESTEE LAUDER COMPANIES INC	1,307	4,456
EXPRESS SCRIPTS HOLDING CO.	1,757	3,697
EXXON MOBIL CORP	12,505	15,416
FANUC LIMITED UNSPONSORED	6,287	6,410
FRANKLIN RES INC	3,872	5,256
FREEPORT-MCMORAN COPPER & GOLD	3,497	3,128
GATX CORP	2,477	4,308
GEN DYNAMICS CP	1,729	3,574
GENERAL ELECTRIC CO	2,153	3,118
GENERAL MILLS INC	4,422	6,726
GILEAD SCIENCES INC	3,032	3,980
GIVAUDAN SA UNSP/ADR	5,066	8,609
GLOBAL PAYMENTS INC	1,654	2,836
GRUPO FIN ADR	4,214	4,113
HENKEL KGAA PFD SHS ADR	5,927	6,160
HOME DEPOT INC.	3,656	9,818
HONEYWELL INTERNATIONAL INC.	5,012	9,523
HSBC HOLDINGS PLC	1,269	1,730
INTEGRYS ENERGY GROUP	2,425	3,395
INTEL CORP	2,637	4,435
INTERCONTINETAL EXCHANGE INC	2,072	4,347
INTERNATIONAL BUSINESS MACHINE	6,718	8,077
INTERNATIONAL GAME TECHNOLOGY	2,373	2,057
INTUIT INC.	2,530	5,906
JARDINE MATHESON UNS/ADR	5,474	4,999
JOHNSON & JOHNSON	5,727	9,751
JOY GLOBAL INC.	2,695	3,536
JP MORGAN CHASE & CO	12,681	19,321
JULIUS BAER GROUP LTD	4,844	4,657
KEYCORP	2,137	3,498
KONINKLIJKE AHOLD N.V.	5,014	5,754
KRAFT FOODS GROUP, INC.	694	1,237
L'OREAL ADR	2,606	3,609
LINDE AG SPONSORED ADR	6,342	7,766
LYONDELLBASELL INDUSTRIES NV	8,587	13,722
MASCO CORP	3,217	3,661
MATTELL INC.	5,929	7,036
MCDONALD'S CORP	10,111	13,589
MEDNAX, INC.	1,662	2,691
MERCK & CO INC.	10,031	14,246
MICROSOFT CORPORATION	7,793	12,766
MONDELEZ INTERNATIONAL INC	1,313	2,316
MURPHY OIL CP HLDG	1,736	2,062
NABORS INDUSTRIES LTD	3,160	5,007
NESTLE S.A.	5,926	9,541
NEW WORLD FUND, INC (F2)	86,290	100,464
NEWFIELD EXPLORATION CO	3,625	4,034
NEWS CORP LTD CL A	544	811
NIELSEN HOLDINGS N.V.	4,861	5,827
NORDEA BANK AB SPON ADR	4,984	6,190
NOVARTIS AG ADR	7,608	10,781
NOVO NORDISK A S	1,783	6,434
OCCIDENTAL PETROLEUM CORP	15,134	19,190
ORACLE CORP	2,449	3,405
PARTNER COMMUNICATIONS COMPANY	2,081	3,487
PEPSICO INC	9,771	14,058
PERNOD-RECARD SA.	3,526	4,072
PFIZER INC.	5,846	8,435
PHILIP MORRIS INTL	10,732	15,576
PHILLIPS 66	595	1,914
PIMCO COMMODITIESPLUS STRATEGY	69,976	71,917
PNC FINANCIAL GROUP INC.	7,744	9,662
PRAXAIR INC.	3,017	4,736
PROCTER GAMBLE CO	13,159	16,954
PROGRESSIVE CORP OHIO	2,083	2,552
PRUDENTIAL PLC SC	4,012	4,392
PUBLICIS GROUPE S.A	5,089	4,940
QUALCOMM INC	2,542	4,033
RAYMOND JAMES FINANCIAL INC	1,975	4,043
REED ELSEVIER PLC	4,965	8,019
REGAL ENTERTAINMENT	7,604	10,736
REINSURANCE GROUP AMER INC.	1,906	3,236
RENAISSANCERE HOLDINGS LTD	2,614	2,867
REPUBLIC SVCS INC.	3,017	4,562
ROCHE HOLDING LTD ADR	9,881	17,306
ROYAL DUTCH SHELL PLC	3,818	4,453
SABMILLER PLC S/ADR	7,056	7,933
SAFRAN SA - UNSPON ADR	2,251	3,505
SANOFI-AVENTIS SPONSORED ADR	6,969	7,822
SANTEN PHARMACEUTICA	4,013	3,996
SAP AKTIENGESELL ADS	4,207	5,533
SCHNEIDER ELEC UNSP/ADR	7,180	8,391
SCOTTS CO. CLASS A	1,633	2,367
SEALED AIR CORP	2,366	5,054
SENSATA TECHNOLOGIES HOLDINGS	4,407	5,507
SGS SA UNSP ADR	5,009	6,460
SIMON PPTY GROUP INC	1,975	3,741
SMC CORPORATION	3,217	3,099
SNAP ON INC.	2,374	5,873
SODEXHO ALLIANCE SA SP ADR	4,958	6,564
SOFTBANK CP UNSP ADR	4,292	7,131
SONOVA HOLDING AG AD	2,925	4,047
SPDR DJ GLOBAL REAL ESTATE	62,757	78,334
ST. JUDE MED INC.	5,069	9,576
STATE STREET CORPORATION	1,549	1,585
STIFEL FINANCIAL CP	3,029	3,543
SUNCOR ENERGY INC	4,462	4,808
SYNOPSYS, INC.	2,161	2,781
SYSCO CORP	6,328	8,133
TARGET CORPORATION	3,277	3,484
TEXAS INSTRUMENTS INC.	2,689	5,107
TIME WARNER CABLE INC	983	2,219
TJX COMPANIES INC	2,109	6,378
TOTAL FINA ELF S.A.	12,183	15,633
TOYOTA MTR CORP	5,639	6,745
TWENTY-FIRST CENTURY, FOX INC	2,777	5,030
TYCO INTERNATIONAL LTD.	6,273	11,110
UBS AG	5,443	4,987
UNILEVER N V N Y	3,784	4,914
UNION PACIFIC	3,002	3,579
UNITED OVRSEAS BK LTD ADR	2,472	3,132
UNITED PARCEL SERVICE	8,657	9,538
UNITED TECHNOLOGIES CORP	9,536	14,469
URS CORP NEW	2,092	2,787
VALSPAR CORP	2,234	5,249
VOLKSWAGEN AG	4,729	4,529
WAL-MART STORES INC.	3,515	4,908
WALGREEN CO	2,103	3,631
WALT DISNEY HOLDINGS CO.	2,086	4,764
WELLS FARGO & CO.	10,739	15,175
WHITING PETROLEUM CORP	2,058	4,262
XILINX INC.	3,274	4,648

- TIN:

TY 2013 InvestmentsGovtObligationsSch

Name:

The Timothy and Judith Smith Foundation

EIN: 95-4769418

US Government Securities - End of Year Book Value:

488,458

US Government Securities - End of Year Fair Market Value:

484,046

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

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

- TIN:

TY 2013 InvestmentsLandSchedule2

Name:

The Timothy and Judith Smith Foundation

EIN: 95-4769418

Category/ Item	Cost/Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value

- TIN:

TY 2013 LandEtcSchedule2

Name:

The Timothy and Judith Smith Foundation

EIN: 95-4769418

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value

- TIN:

TY 2013 OtherExpensesSchedule

Name:

The Timothy and Judith Smith Foundation

EIN: 95-4769418

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Administrative Fees	10,500			10,500
Bank Charges	310	310

- TIN:

TY 2013 OtherIncomeSchedule2

Name:

The Timothy and Judith Smith Foundation

EIN: 95-4769418

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
Foreign Tax Refund

- TIN:

TY 2013 OtherProfessionalFeesSchedule

Name:

The Timothy and Judith Smith Foundation

EIN: 95-4769418

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment Management Services	24,878	24,878

- TIN:

TY 2013 TaxesSchedule

Name:

The Timothy and Judith Smith Foundation

EIN: 95-4769418

Category	Amount	Net Investment Income
990-PF Estimated Tax for 2014	1,200
990-PF Extension for 2013	260
Foreign Tax Paid	1,664	1,664