TY 2014 Form 990PF

- TIN:

Form990-PF
Click to see list of attachments

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.
bullet

Information 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
Y & H Soda Foundation

Number and street (or P.O. box number if mail is not delivered to street address)1635 School Street Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Moraga, CA94556

A Employer identification number

94-1611668

B Telephone number (see instructions)

(925) 631-1133

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

$135,488,052J 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)..............
2	Check
	Sch. B ...............
3	Interest on savings and temporary cash investments	64		64
4	Dividends and interest from securities......	1,836,531		1,836,531
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		7,811,545
b	Gross sales price for all assets on line 6a 52,848,676
7	Capital gain net income (from Part IV, line 2)...			7,811,545
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).......		12,500	12,500
12	Total. Add lines 1 through 11........	9,660,640		9,660,640
13	Compensation of officers, directors, trustees, etc.	167,000			167,000
14	Other employee salaries and wages......	740,838		117,590	623,248
15	Pension plans, employee benefits.......	205,916		30,906	175,009
16a	Legal fees (attach schedule).........		1,692	1,692
b	Accounting fees (attach schedule).......		26,715		26,715
c	Other professional fees (attach schedule)....		1,831,536	1,820,520	11,621
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		93,876		1,781
19	Depreciation (attach schedule) and depletion...		129,355
20	Occupancy..............	32,578			27,173
21	Travel, conferences, and meetings.......
22	Printing and publications..........	1,603			1,603
23	Other expenses (attach schedule).......		1,164,674	1,057,559	101,937
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	4,395,783		3,028,267	1,136,087
25	Contributions, gifts, grants paid........	6,001,332			5,495,000
26	Total expenses and disbursements. Add lines 24 and 25	10,397,115		3,028,267	6,631,087
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-736,475
b	Net investment income (if negative, enter -0-)			6,632,373
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	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...............	296,512	3,433,305	3,433,305
	2	Savings and temporary cash investments..........	49,568	464	464
	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...........	124,778	55,789	55,789
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........
	c	Investments—corporate bonds (attach schedule)........	9,853,029	8,981,742	8,981,742
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........	116,029,721	119,540,798	119,540,798
	14	Land, buildings, and equipment: basis 3,247,815
		Less: accumulated depreciation (attach schedule) 1,027,593	2,308,431	2,220,222	2,220,222
	15	Other assets (describe )	1,273,964	1,255,732	1,255,732
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	129,936,003	135,488,052	135,488,052
	17	Accounts payable and accrued expenses..........	57,973	59,024
	18	Grants payable..................	732,094	1,238,426
	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 )	83,820	99,564
	23	Total liabilities (add lines 17 through 22)..........	873,887	1,397,014
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted...................	129,062,116	134,091,038
	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
	30	Total net assets or fund balances (see instructions)......	129,062,116	134,091,038
	31	Total liabilities and net assets/fund balances (see instructions)..	129,936,003	135,488,052

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	129,062,116
2	Enter amount from Part I, line 27a.....................	2	-736,475
3	Other increases not included in line 2 (itemize)	3	5,765,397
4	Add lines 1, 2, and 3..........................	4	134,091,038
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	134,091,038

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.)
1 a	Sale of Publicly Traded Securites	P	2000-01-01	2014-12-31
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	52,848,676	45,037,131	7,811,545
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			7,811,545
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	7,811,545
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 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	6,379,497	127,663,263	0.04997
2012	5,705,037	124,683,236	0.04576
2011	7,028,565	127,155,871	0.05528
2010	5,369,680	118,632,382	0.04526
2009	4,941,551	99,972,316	0.04943

2	Total of line 1, column (d) ......................	2	0.24569
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	0.04914
4	Enter the net value of noncharitable-use assets for 2014 from Part X, line 5.....	4	128,852,741
5	Multiply line 4 by line 3.......................	5	6,331,695
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	66,324
7	Add lines 5 and 6.........................	7	6,398,019
8	Enter qualifying distributions from Part XII, line 4..............	8	6,671,249
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)

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	66,324
	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	66,324
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	66,324
6	Credits/Payments:

a	2014 estimated tax payments and 2013 overpayment credited to 2014	6a	108,103
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	108,103
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	41,779
11	Enter the amount of line 10 to be: Credited to 2015 estimated tax41,779	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 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 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?

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

Form 990-PF (2014)

Page 5

Part VII-A

Statements Regarding Activities (continued)

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

and addresses. ...............................

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

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

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

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

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

Yes

Website address bullet

www.yhsodafoundation.org

The books are in care of bullet

Kappy Dye Telephone no. bullet

(925) 631-1133

Located at bullet

1635 School StreetMoragaCA ZIP+4 bullet

94556

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 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)

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

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 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 2014?.............

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 2014, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2014?...............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 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.)....................

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 2014?

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 4945(d)(4)(A)? (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 (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
Alfred Dossa	Secretary/VP 5.00	35,000
1635 School Street Moraga,CA94556	Secretary/VP 5.00	35,000
Judith A Murphy	Vice Chairman 5.00	35,000
1635 School Street Moraga,CA94556	Vice Chairman 5.00	35,000
James Dye	Treasurer 5.00	35,000
1635 School Street Moraga,CA94556	Treasurer 5.00	35,000
William McLeod	Director 5.00	27,000
1635 School Street Moraga,CA94556	Director 5.00	27,000
Rosemary Soda	Chairman 5.00	35,000
1635 School Street Moraga,CA94556	Chairman 5.00	35,000

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
Robert H Uyeki	CEO 40.00	273,000	48,151
1635 School Street Moraga,CA94556	CEO 40.00	273,000	48,151
Aimee Durfee	Sr Prog Officer 40.00	115,190	24,467
1635 School Street Moraga,CA94556	Sr Prog Officer 40.00	115,190	24,467
Mary A Doyle	Prog Officer 40.00	94,185	24,966
1635 School Street Moraga,CA94556	Prog Officer 40.00	94,185	24,966
Kappy L Dye	CFO 40.00	196,350	40,346
1635 School Street Moraga,CA94556	CFO 40.00	196,350	40,346
Deborah L Nakamura	Accountant 40.00	59,426	19,262
1635 School Street Moraga,CA94556	Accountant 40.00	59,426	19,262
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
AQR Capital Management	Investment Manager	967,058
Two Greenwich Plaza 3rd Floor Greenwich,CT06830	Investment Manager	967,058
GMO	Investment Manager	265,461
40 Rowes Wharf Boston,MA02210	Investment Manager	265,461
PanAgora Asset Management Inc	Investment Manager	204,669
470 Atlantic Avenue Boston,MA02110	Investment Manager	204,669
Pension Consulting Alliance Inc	Investment Consult.	90,000
15760 Ventura Blvd ste 700 Encino,CA91436	Investment Consult.	90,000
PIMCO	Investment Manager	278,471
840 Newport Center Drive Newport Beach,CA92660	Investment Manager	278,471

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)

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.)

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

129,350,011

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

1,464,954

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

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

130,814,965

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

130,814,965

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

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

1,962,224

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

128,852,741

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

6,442,637

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

6,442,637

Tax on investment income for 2014 from Part VI, line 5......

66,324

Income tax for 2014. (This does not include the tax from Part VI.)...

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

66,324

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

6,376,313

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

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

6,376,313

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

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...

6,376,313

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 ..........

6,631,087

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

40,162

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

6,671,249

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).................

66,324

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

6,604,925

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)

Page 9

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2014
1 Distributable amount for 2014 from Part XI, line 7			6,376,313
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.......
b From 2010.......
c From 2011.......
d From 2012.......	445,777
e From 2013.......	128
fTotal of lines 3a through e.........		445,905
4Qualifying distributions for 2014 from Part
XII, line 4: $ 6,671,249
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.....			6,376,313
e Remaining amount distributed out of corpus		294,936
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		740,841
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) ...
9Excess distributions carryover to 2015. Subtract lines 7 and 8 from line 6a ......		740,841
10 Analysis of line 9:
a Excess from 2010....
b Excess from 2011....
c Excess from 2012....	445,777
d Excess from 2013....	128
e Excess from 2014....	294,936

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 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) 2014	(b) 2013	(c) 2012	(d) 2011	(e) Total

b 85% of line 2a .........
c Qualifying distributions from Part XII, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ...........
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed...
c “Support" alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XV

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

1Information Regarding Foundation Managers:

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

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

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

Check here bullet

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

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

Y H Soda Foundation
1635 School Street
Moraga,CA94556
(925) 631-1133

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

See Statement 20

cAny submission deadlines:

See Statement 20

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

See Statement 20

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
See Statement 19 See Statement 19 See Statement,CA94556	N/A	PC	Charitable	5,495,000
Total ................................. 3a				5,495,000

bApproved for future payment
ANewAmerica Community Corporation 1918 University Avenue Suite 3A Berkeley,CA94704	N/A	PC	Contra Costa County Program Support	59,056
Tides Center P O Box 29907 San Francisco,CA94129	N/A	PC	LeaderSpring	50,000
Covenant House California 1325 N Western Avenue Hollywood,CA90027	N/A	PC	Oakland Education and Employment Services	30,000
East Bay Housing Organizations 538 Ninth Street Suite 200 Oakland,CA94607	N/A	PC	General Operating Support	70,000
First Place for Youth 519 17th Street Suite 100 Oakland,CA94612	N/A	PC	Contra Costa County Steps to Success Program	69,370
Inner City Advisors 283 4th Street Oakland,CA94607	N/A	PC	General Operating Support	150,000
Oakland Community Organization 7200 Bancroft Ave 2 Eastmont Mall Oakland,CA94605	N/A	PC	General Operating Support	85,000
Rubicon Programs Inc 2500 Bissell Avenue Richmond,CA94804	N/A	PC	General Operating Support	100,000
Rubicon Programs Inc 2500 Bissell Avenue Richmond,CA94804	N/A	PC	Self-Sufficiency Initiative	50,000
Shelter Inc of Contra Costa County 1815 Arnold Drive Martinez,CA94553	N/A	PC	Employment Services Program	70,000
Opportunity Junction 3102 Delta Fair Boulevard Antioch,CA94509	N/A	PC	Job Training and Placement Program	75,000
Rising Sun Energy Center 2998 San Pablo Ave Berkeley,CA94702	N/A	PC	Advanced Green Energy Training Services (GETS)	40,000
Community Housing Dev Corp of N Ric 1535-A Fred Jackson Way Richmond,CA94801	N/A	PC	Ways to Work Program	75,000
Mujeres Unidas y Activas 3543 18th Street Box 23 San Francisco,CA94110	N/A	PC	General Operating Support	50,000
Cypress Mandela Training Center 2229 Poplar Street Oakland,CA94607	N/A	PC	General Operating Support	60,000
Earned Asset Resource Network Inc 235 Montgomery Street Suite 470 San Francisco,CA94104	N/A	PC	Alameda and Contra Costa Asset Building Programs	50,000
Housing and Economic Rights Advocat PO Box 29435 Oakland,CA94604	N/A	PC	General Operating Support	30,000
Catholic Legal Immigration Network 8757 Georgia Avenue Suite 850 Silver Springs,MD20910	N/A	PC	Capacity building and technical assistance for immigration legal services grantees.	75,000
Opportunity Junction 3102 Delta Fair Boulevard Antioch,CA94509	N/A	PC	Alumni Wage Advancement Pilot Program	50,000
Total ................................. 3b				1,238,426

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	(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	64
4 Dividends and interest from securities....			14	1,836,531
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	7,811,545
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aPRI Interest					12,500
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				9,648,140	12,500

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

139,660,640

(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.)
11a	Interest earned on a note to launch the ICA Fund that invests capital in Inner City Advisors' portfolio companies to help these enterprises grow and create jobs.

Form 990-PF (2014)

Page 13

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) 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 (2014)

Additional Data

Software ID:	14000265
Software Version:	2014v5.0

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2014 AccountingFeesSchedule

Name:

Y & H Soda Foundation

EIN: 94-1611668

Software ID:14000265

Software Version:2014v5.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Auditing	21,900	0	0	21,900
Tax Preparation	4,815	0	0	4,815

- TIN:

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

TY 2014 AmortizationSchedule

Name:

Y & H Soda Foundation

EIN: 94-1611668

Software ID:14000265

Software Version:2014v5.0

Description of Amortized Expenses	Date Acquired, Completed, or Expended	Amount Amortized	Deduction for Prior Years	Amortization Method	Current Year Amortization	Net Investment Income	Adjusted Net Income	Total Amount of Amortization
Software	2010-10-04	28,660	17,196	5.0000	5,732			22,928

- TIN:

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

TY 2014 DepreciationSchedule

Name:

Y & H Soda Foundation

EIN: 94-1611668

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
Building	2005-11-21	1,415,577	465,961	SL	20.0000	70,779
Building Renovation	2006-11-30	996,254	327,935	SL	20.0000	49,813
Window Treatments	2010-03-09	2,735	2,188	SL	5.0000	547
Courtyard Doors	2010-02-28	5,550	4,440	SL	5.0000	1,110
Copy Machine	2010-05-01	7,508	5,258	SL	5.0000	1,502
Office Furniture	2011-06-01	6,895	3,447	SL	5.0000	1,379
Building Crawl Space	2013-12-16	1,618		SL	20.0000	81
Server	2013-01-23	7,760	1,552	SL	5.0000	1,552
Building Crawl Space	2014-02-01	27,168		SL	20.0000	1,358
HVAC Work	2014-09-01	7,443		SL	20.0000	124
Gutters	2014-02-01	5,550		SL	5.0000	1,110

- TIN:

TY 2014 GeneralExplanationAttachment

Name:

Y & H Soda Foundation

EIN: 94-1611668

Software ID:14000265

Software Version:2014v5.0

Identifier	Return Reference	Explanation
	General Explanation Supplemental Information for Form 990-PF	Statement 20Form 990-PFPart XV, Line 2(a)-(d)ELIGIBILITY AND TYPES OF GRANTS General Eligibility for All Program Areas: Alameda and Contra Costa Counties The Y&H Soda Foundation only makes grants to programs serving residents of Alameda and Contra Costa Counties. Tax-Exempt Status Eligible grant applicants must be tax-exempt under Section 501(c)(3) of the Internal Revenue Service Code and not classified as a private foundation under section 509(a) of the Code. Organizations can also submit applications through a sponsoring organization if the sponsor has 501(c)(3) status, is not a private foundation under 509(a) and provides confirmation of its willingness to act as the fiscal sponsor. Underserved Populations Central to the mission of the Y&H Soda Foundation is a commitment to supporting underserved communities. Applicant organizations must demonstrate that programs and services are focused on economically and otherwise disadvantaged populations. Cultural Competence Given the rich diversity of the East Bay, the Y&H Soda Foundation expects organizations working with diverse populations to be understanding of and sensitive to different cultures, languages and needs. We seek to support culturally competent organizations that are engaged with and responsive to diverse individuals and communities. Sound Organizational Management The Y&H Soda Foundation believes in a strong and robust nonprofit sector. We seek to support a variety of organizations small and large; new and established; grassroots and institutional. Across nonprofits, we look for organizational processes and procedures that are transparent, accountable and effective. Additional eligibility criteria are outlined in each of the three Program Areas: Family Economic Success; Community Engagement; and Catholic Education. Limitations The Y&H Soda Foundations does not generally provide grants: To individuals To private foundations For annual fundraising campaigns For production of film, video or other media For faculty chairs For general fundraising benefits or events For endowments For partisan political activities Types of Grants: Program and Project Grants Program and project grants support specific efforts through which an organization carries out its mission. These include new or existing programs and projects, which can be ongoing or limited to a specific time period. General Operating Support General operating support (also known as core operating grants or unrestricted funding) helps underwrite the day-to-day administrative, infrastructure and overhead costs that enable an organization to carry out its mission. Capacity-Building Grants Capacity-building grants support activities that strengthen the internal resources of an organization. Capacity building may include strategic planning, fund development, board and staff development and evaluation efforts. Capacity building grants should result in enhanced organizational capabilities to better achieve an organizations mission. Discretionary GrantsGrants made at the individual Board member or staff discretion generally intended to assist organizations with specific, short term projects or activities. These grants are typically $5,000 or less.APPLYING FOR GRANTSEligibility: Review the section on Eligibility and Types of Grants to determine that your organization meets our qualifying requirements. Fit with Foundations Program Areas: Review the section on Program Areas to ensure that your organization and programming aligns with the Foundations funding areas and strategies. Letter of Interest (LOI): We no longer require the submission of an LOI prior to submitting a grant application. Grant Applications: Please contact our Program Assistant either by email at Program-Assistant @yhsodafoundation.org or by phone at (925) 631-1133. The Program Assistant will connect you with the appropriate Program Officer who in turn will give you guidance as to the type of grant, timing and amount to apply for. The Program Officer will make sure you are provided with the appropriate grant application.

- TIN:

TY 2014 InvestmentsCorpBondsSchedule

Name:

Y & H Soda Foundation

EIN: 94-1611668

Software ID:14000265

Software Version:2014v5.0

Name of Bond	End of Year Book Value	End of Year Fair Market Value
PIMCO Unconstrained Bond Fd	8,981,742	8,981,742

- TIN:

TY 2014 InvestmentsOtherSchedule2

Name:

Y & H Soda Foundation

EIN: 94-1611668

Software ID:14000265

Software Version:2014v5.0

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
AQR Gibraltar Fund	FMV	23,929,578	23,929,578
PanAgora	FMV	26,484,297	26,484,297
GMO	FMV	30,748,923	30,748,923
PIMCO Bravo Fund II, LP	FMV	7,097,248	7,097,248
Silver Creek	FMV	5,432,971	5,432,971
ARQ Style Premia Fund	FMV	25,847,781	25,847,781

- TIN:

TY 2014 LandEtcSchedule2

Name:

Y & H Soda Foundation

EIN: 94-1611668

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	88,146	81,637	6,509	6,509
Machinery and Equipment	29,413	24,007	5,406	5,406
Buildings	2,448,061	916,049	1,532,012	1,532,012
Land	675,311		675,311	675,311
Miscellaneous	6,884	5,900	984	984

- TIN:

TY 2014 LegalFeesSchedule

Name:

Y & H Soda Foundation

EIN: 94-1611668

Software ID:14000265

Software Version:2014v5.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Legal Fees	1,692	1,692	0	0

- TIN:

TY 2014 OtherAssetsSchedule

Name:

Y & H Soda Foundation

EIN: 94-1611668

Software ID:14000265

Software Version:2014v5.0

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
Net Intangible Assets	11,464	5,732	5,732
Prog Related Investment ICA	1,250,000	1,250,000	1,250,000

- TIN:

TY 2014 OtherExpensesSchedule

Name:

Y & H Soda Foundation

EIN: 94-1611668

Software ID:14000265

Software Version:2014v5.0

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
Amortization	5,732
Board Education	471		471
Board Meeting Exp	10,670		11,465
Community Networking	5,344		5,153
Direct Program Expenses	514		514
Dues and Memberships	35,107		35,107
Education	10,761	4,325	6,436
Equipment	1,783		1,828
Hardware	2,842		2,842
Insurance	14,315		14,315
Internet	1,487		1,487
Licenses and Filing Fees	9,848		9,848
Maintenance - Computer	1,650		1,650
Portfolio Expenses	1,053,234	1,053,234
Supplies	5,736		5,641
Telephone	3,405		3,405
Website Maintenance	1,775		1,775

- TIN:

TY 2014 OtherIncomeSchedule2

Name:

Y & H Soda Foundation

EIN: 94-1611668

Software ID:14000265

Software Version:2014v5.0

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
PRI Interest	12,500	12,500

- TIN:

TY 2014 OtherLiabilitiesSchedule

Name:

Y & H Soda Foundation

EIN: 94-1611668

Software ID:14000265

Software Version:2014v5.0

Description	Beginning of Year - Book Value	End of Year - Book Value
Deferred Excise Tax Liability	83,820	99,564

- TIN:

TY 2014 OtherProfessionalFeesSchedule

Name:

Y & H Soda Foundation

EIN: 94-1611668

Software ID:14000265

Software Version:2014v5.0

Category	Amount	Net Investment Income	Disbursements for Charitable Purposes
Consulting/Investment	90,000	90,000	0
Investment Management Fees	1,730,520	1,730,520	0
Other Consultants	11,016	0	11,621

- TIN:

TY 2014 TaxesSchedule

Name:

Y & H Soda Foundation

EIN: 94-1611668

Software ID:14000265

Software Version:2014v5.0

Category	Amount	Disbursements for Charitable Purposes
Excise Taxes	83,965
Property Taxes	1,781	1,781
UBI Taxes	8,130