Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2017
Open to Public Inspection
For calendar year 2017, or tax year beginning 01-01-2017 , and ending 12-31-2017
Name of foundation
YELLOW CHAIR FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)1660 BUSH STREET NO 300
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
SAN FRANCISCO, CA94109
A Employer identification number

94-3380194
B Telephone number (see instructions)

(415) 561-6540
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$314,447,035J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 70,345,000
2 Check bullet.............
3 Interest on savings and temporary cash investments 5,239 231,022  
4 Dividends and interest from securities... 2,870,240 4,105,394  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 12,545,377
b Gross sales price for all assets on line 6a 123,628,861
7 Capital gain net income (from Part IV, line 2)... 86,880,592
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)....... Click to see attachment 739 -661,513  
12 Total. Add lines 1 through 11........ 85,766,595 90,555,495  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 30,830 15,415   15,415
c Other professional fees (attach schedule).... Click to see attachment 1,888,782 1,558,838   329,943
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 889,966 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 5,303 265   5,038
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 5,489 390   4,670
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 2,820,370 1,574,908   355,066
25 Contributions, gifts, grants paid....... 11,032,213 13,128,600
26 Total expenses and disbursements. Add lines 24 and 25 13,852,583 1,574,908   13,483,666
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 71,914,012
b Net investment income (if negative, enter -0-) 88,980,587
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2017)
Page 2
Form 990-PF (2017)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing.............      
2 Savings and temporary cash investments......... 5,733,576 66,107,405 66,107,405
3 Accounts receivable bullet53,057
Less: allowance for doubtful accounts bullet   56,831 53,057 53,057
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges.......... 11,898 11,446 11,446
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 153,041,736 Click to see attachment184,766,624 184,766,624
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 62,263,203 Click to see attachment63,436,209 63,436,209
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment0 Click to see attachment72,294 Click to see attachment72,294
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 221,107,244 314,447,035 314,447,035
Liabilities 17 Accounts payable and accrued expenses.......... 285,198 396,976
18 Grants payable.................. 12,016,070 9,520,683
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment796,000 Click to see attachment1,306,806
23 Total liabilities (add lines 17 through 22)......... 13,097,268 11,224,465
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................. 208,009,976 303,222,570
25 Temporarily restricted...............    
26 Permanently restricted...............    
Foundations that do not follow SFAS 117, check here bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see instructions)..... 208,009,976 303,222,570
31 Total liabilities and net assets/fund balances (see instructions). 221,107,244 314,447,035
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
208,009,976
2
Enter amount from Part I, line 27a .....................
2
71,914,012
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
23,771,582
4
Add lines 1, 2, and 3 ..........................
4
303,695,570
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
473,000
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
303,222,570
Form 990-PF (2017)
Page 3
Form 990-PF (2017)
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 GOLDMAN SACHS EQUTY   2016-01-01 2017-12-31
b GSCP V INSTITUTIONAL AIV, LP - K1 P 2016-01-01 2017-12-31
c GS CAPITAL PARTNERS VI PARALLEL - K1 P 2016-01-01 2017-12-31
d GSCP VI PARALLEL AIV P 2016-01-01 2017-12-31
e WHITEHALL PARALLEL GLOBALREAL ESTATE 2007 - K1 P 2016-01-01 2017-12-31
WEST STREET ENTERY PARTNERS P 2016-01-01 2017-12-31
SOCIAL IMPACT FUND P 2016-01-01 2017-12-31
OZRE III ACCESS LP P 2016-01-01 2017-12-31
WEST STREET CP VII P 2016-01-01 2017-12-31
KKR PRINCIPAL OPPORTUNITIES P 2016-01-01 2017-12-31
PRIVATE EQUITY MANAGERS 2013 P 2016-01-01 2017-12-31
PRIVATE EQUITY MANAGERS 2014 P 2016-01-01 2017-12-31
GOLDMAN SACHS VINTAGE FUND III OFFSHORE, LP P 2016-01-01 2017-12-31
GOLDMAN SACHS VINTAGE FUND IV OFFSHORE HOLDINGS, LP P 2016-01-01 2017-12-31
GOLDMAN SACHS VINTAGE FUND V OFFSHORE HOLDINGS, LP P 2016-01-01 2017-12-31
GOLDMAN SACHS VINTAGE FUND VI OFFSHORE P 2016-01-01 2017-12-31
GS PRIVATE EQUITY CONCENTRATED OFFSHORE P 2016-01-01 2017-12-31
THOMAS H LEE EQUITY FUND VI P 2016-01-01 2017-12-31
GS MEZZANINE PARTNERS V OFFSHORE, L.P. P 2016-01-01 2017-12-31
GS MEZZANINE PARTNERS 2006 OFFSHORE, L.P. P 2016-01-01 2017-12-31
ANCHORAGE ILLIQUID OPPORTUNITIES IV ACCESS FUND P 2016-01-01 2017-12-31
MT KELLETT CAPITAL PARTNERS II ACCESS FUND P 2016-01-01 2017-12-31
GS WLR OPPORTUNITIES FUND OFFSHORE LP P 2016-01-01 2017-12-31
GROWTH AND EMERGING MARKETS PRIVATE EQUITY P 2016-01-01 2017-12-31
ENERGY PRIVATE EQUITY MANAGERS CONCENTRATED II LP P 2016-01-01 2017-12-31
PRIVATE EQUITY CO-INVESTMENT PARTNERS P 2016-01-01 2017-12-31
GLOBAL PRIVATE OPP PARTNERS II OFFSHORE P 2016-01-01 2017-12-31
PRIVATE EQUITY MANAGERS 2015 P 2016-01-01 2017-12-31
PRIVATE EQUITY MANAGERS 2016 P 2016-01-01 2017-12-31
VINTAGE FUND VII P 2016-01-01 2017-12-31
WHITEHALL STREET INTERNATIONAL REAL ESTATE CORPORATION 2005 P 2016-01-01 2017-12-31
ARTISAN DYNAMIC P 2016-01-01 2017-12-31
MCDONALD P 2016-01-01 2017-12-31
WELLINGTON P 2016-01-01 2017-12-31
LSV P 2016-01-01 2017-12-31
GOLDMAN SACHS DONATED ALTABA STOCK D 2017-11-10 2017-11-30
CAPITAL GAINS DIVIDENDS P    
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 46,200,383   35,994,817 10,205,566
b 404,000     404,000
c 783,420     783,420
d     555,707 -555,707
e 153,899     153,899
    39,757 -39,757
1,346     1,346
71,073     71,073
224     224
90,222     90,222
101,893     101,893
82,226     82,226
18,888     18,888
129,528     129,528
363,924     363,924
522,659     522,659
37,059     37,059
    17,354 -17,354
9,158     9,158
11,531     11,531
11,311     11,311
49,099     49,099
    25,497 -25,497
150,342     150,342
    40,398 -40,398
15,418     15,418
13,500     13,500
219,154     219,154
41,563     41,563
107,011     107,011
173,245     173,245
743,092     743,092
    21,505 -21,505
344,959     344,959
93,928     93,928
70,398,234   53,234 70,345,000
2,286,572     2,286,572
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       10,205,566
b       404,000
c       783,420
d       -555,707
e       153,899
      -39,757
      1,346
      71,073
      224
      90,222
      101,893
      82,226
      18,888
      129,528
      363,924
      522,659
      37,059
      -17,354
      9,158
      11,531
      11,311
      49,099
      -25,497
      150,342
      -40,398
      15,418
      13,500
      219,154
      41,563
      107,011
      173,245
      743,092
      -21,505
      344,959
      93,928
      70,345,000
      2,286,572
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 86,880,592
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2016 12,461,545 222,264,888 0.056066
2015 10,883,269 238,807,837 0.045573
2014 11,740,885 232,905,145 0.050411
2013 9,352,311 205,427,452 0.045526
2012 8,911,164 179,769,077 0.049570
2
Total of line 1, column (d) .....................
20.247146
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 ......
30.049429
4
Enter the net value of noncharitable-use assets for 2017 from Part X, line 5......
4243,063,690
5
Multiply line 4 by line 3......................
512,014,395
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6889,806
7
Add lines 5 and 6........................
712,904,201
8
Enter qualifying distributions from Part XII, line 4,.............
813,483,666
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 (2017)
Page 4
Form 990-PF (2017)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket
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 1 889,806
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 889,806
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 889,806
6 Credits/Payments:
a 2017 estimated tax payments and 2016 overpayment credited to 2017 6a 852,000
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 101,000
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 953,000
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 63,194
11 Enter the amount of line 10 to be: Credited to 2018 estimated taxBullet63,194 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletCA
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2017 or the taxable year beginning in 2017 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2017)
    Page 5
    Form 990-PF (2017)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletPACIFIC FOUNDATION SERVICES LLC Telephone no.bullet (415) 561-6540

    Located atbullet1660 BUSH STREET SUITE 300SAN FRANCISCOCA ZIP+4bullet94109
    15
    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
    15
     
    16 At any time during calendar year 2017, 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  
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
     
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2017?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2017, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2017?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2017 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 2017.)..................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2017?
    4b
     
    No
    Form 990-PF (2017)
    Page 6
    Form 990-PF (2017)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (Continued)
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2017)
    Page 7
    Form 990-PF (2017)
    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
    DAVID FILO PRESIDENT & DIRECTOR
    1.00     		0 0 0
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    ANGELA FILO CFO & SECRETARY
    1.00     		0 0 0
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    GOLDMAN SACHS INVESTMENT MANAGER 1,504,275
    555 CALIFORNIA STREET 44TH FLOOR
    SAN FRANCISCO,CA94104
    PACIFIC FOUNDATION SERVICES LLC CONSULTANT 353,383
    1660 BUSH STREET SUITE 300
    SAN FRANCISCO,CA94109
    Total number of others receiving over $50,000 for professional services.............bullet0
    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  
    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.........................bullet0
    Form 990-PF (2017)
    Page 8
    Form 990-PF (2017)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    246,765,168
    b
    Average of monthly cash balances.......................
    1b
    0
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    246,765,168
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    246,765,168
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    3,701,478
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    243,063,690
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    12,153,185
    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.)
    1
    Minimum investment return from Part X, line 6....................
    1
    12,153,185
    2a
    Tax on investment income for 2017 from Part VI, line 5......
    2a
    889,806
    b
    Income tax for 2017. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    889,806
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    11,263,379
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    11,263,379
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    11,263,379
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    13,483,666
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    13,483,666
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
    889,806
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    12,593,860
    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 (2017)
    Page 9
    Form 990-PF (2017)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2016     		(c)
    2016     		(d)
    2017
    1 Distributable amount for 2017 from Part XI, line 7 11,263,379
    2 Undistributed income, if any, as of the end of 2017:
    a Enter amount for 2016 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2017:
    a From 2012......  
    b From 2013......  
    c From 2014......  
    d From 2015......  
    e From 2016...... 1,075,932
    fTotal of lines 3a through e........ 1,075,932
    4Qualifying distributions for 2017 from Part
    XII, line 4: bullet$ 13,483,666
    a Applied to 2016, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2017 distributable amount..... 11,263,379
    e Remaining amount distributed out of corpus 2,220,287
    5 Excess distributions carryover applied to 2017. 0 0
    (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 3,296,219
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2016. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2017. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2018 ..........     		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) .......     		0
    8 Excess distributions carryover from 2012 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2018.
    Subtract lines 7 and 8 from line 6a ......     		3,296,219
    10 Analysis of line 9:
    a Excess from 2013....  
    b Excess from 2014....  
    c Excess from 2015....  
    d Excess from 2016.... 1,075,932
    e Excess from 2017.... 2,220,287
    Form 990-PF (2017)
    Page 10
    Form 990-PF (2017)
    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 2017, enter the date of the ruling....... bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2017 (b) 2016 (c) 2015 (d) 2014
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or email address 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 (2017)
    Page 11
    Form 990-PF (2017)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    826 NATIONAL
    44 GOUGH STREET SUITE 206
    SAN FRANCISCO,CA94122     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 50,000
    AMERICAN CIVIL LIBERTIES UNION FOUNDATION INC
    125 BROAD STREET 18TH FLOOR
    NEW YORK,NY10004     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT FOR SIX AUDACIOUS GOALS 3,900,000
    THE BDOTE LEARNING CENTER
    3216 E 29TH STREET
    MINNEAPOLIS,MN55406     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 25,000
    BERKELEY EAST BAY HUMANE SOCIETY
    2700 NINTH STREET
    BERKELEY,CA94710     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 5,000
    BERKELEY STUDENT COOPERATIVE INC
    2424 RIDGE ROAD
    BERKELEY,CA94709     		  501 (C)(3) PUBLIC CH SCHOLARSHIP FUND 2,500
    BREAKTHROUGH SILICON VALLEY
    1635 PARK AVENUE
    SAN JOSE,CA95126     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 50,000
    BREAKTHROUGH SILICON VALLEY
    1635 PARK AVENUE
    SAN JOSE,CA95126     		  501 (C)(3) PUBLIC CH HIGH SCHOOL AND COLLEGE ACCESS PROGRAM 10,000
    CALCASIEU AREA HABITAT FOR HUMANITY
    3551 AVENUE C
    LAKE CHARLES,LA70615     		  501 (C)(3) PUBLIC CH FOR CONSTRUCTION OF HOMES 50,000
    CALIFORNIANS FOR JUSTICE EDUCATION FUND
    520 3RD STREET SUITE 204
    OAKLAND,CA94607     		  501 (C)(3) PUBLIC CH STRATEGIC PLANNING 25,000
    CALIFORNIANS FOR JUSTICE EDUCATION FUND
    521 3RD STREET SUITE 204
    OAKLAND,CA94607     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 50,000
    CANOPY
    3921 EAST BAYSHORE ROAD
    PALO ALTO,CA94303     		  501 (C)(3) PUBLIC CH GROWING THE CANOPY FUNDRAISING CAMPAIGN 25,000
    COLLEGE TRACK
    112 LINDEN STREET
    OAKLAND,CA94607     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT (NATIONAL) 100,000
    DONORSCHOOSEORG
    134 WEST 37TH STREET
    NEW YORK,NY10018     		  501 (C)(3) PUBLIC CH HIGH SCHOOL JOURNALISM PROJECTS 50,000
    DONORSCHOOSEORG
    134 WEST 37TH STREET
    NEW YORK,NY10018     		  501 (C)(3) PUBLIC CH TEACHERS SUPPORTING TEACHERS 600,000
    EAST PALO ALTO ACADEMY FOUNDATION
    PO BOX 50803
    PALO ALTO,CA94303     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 75,000
    EASTSIDE COLLEGE PREPARATORY SCHOOL
    1041 MYRTLE STREET
    EAST PALO ALTO,CA94303     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 25,000
    EASTSIDE COLLEGE PREPARATORY SCHOOL
    1041 MYRTLE STREET
    EAST PALO ALTO,CA94303     		  501 (C)(3) PUBLIC CH 2107 JOURNALISM TRIP 10,000
    EASTSIDE COLLEGE PREPARATORY SCHOOL
    1041 MYRTLE STREET
    EAST PALO ALTO,CA94303     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 75,000
    THE ENERGY FOUNDATION
    301 BATTERY STREET 5TH FLOOR
    TH FLOOR SAN FRANCIS,CA94111     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 600,000
    ENVIRONMENTAL DEFENSE FUND INCORPORATED
    257 PARK AVENUE SOUTH
    NEW YORK,NY10010     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 1,500,000
    FOUNDATION FOR A COLLEGE EDUCATION
    PO BOX 50518
    EAST PALO ALTO,CA94303     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 5,000
    FOUNDATION FOR A COLLEGE EDUCATION
    PO BOX 50518
    EAST PALO ALTO,CA94303     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 35,000
    GLOBAL FUND FOR WOMEN INC
    800 MARKET STREET SEVENTH FLOOR
    SAN FRANCISCO,CA94102     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 800,000
    GREENBELT ALLIANCE
    312 SUTTER STREET SUITE 510
    SAN FRANCISCO,CA94108     		  501 (C)(3) PUBLIC CH JOHN CHAPMAN FARMS & RANCHES FOREVER INITIATIVE 5,000
    HORIZONS FOUNDATION
    550 MONTGOMERY STREET SUITE 700
    SAN FRANCISCO,CA94111     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 10,000
    IMENTOR
    30 BROAD STREET 9TH FLOOR
    NEW YORK,NY10004     		  501 (C)(3) PUBLIC CH GROWTH CAPITAL 600,000
    IMPACT JUSTICE
    2633 TELEGRAPH AVENUE SUITE 104
    OAKLAND,CA94612     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 1,000
    JOURNALISM EDUCATION ASSOCIATION
    828 MID-CAMPUS DRIVE SOUTH 103
    KEDZIE HALL
    MANHATTAN,KS66506     		  501 (C)(3) PUBLIC CH JEA MENTOR PROGRAM SUPPORT 25,000
    KARA
    457 KINGSLEY AVENUE
    PALO ALTO,CA94301     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 5,000
    LUCILE PACKARD FOUNDATION FOR CHILDREN'S HEALTH
    400 HAMILTON AVENUE SUITE 340
    PALO ALTO,CA94301     		  501 (C)(3) PUBLIC CH CMQCC PHASE TWO 300,000
    MID KLAMATH WATERSHED COUNCIL
    PO BOX 409
    ORLEANS,CA95556     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 5,000
    MISSION DHARMA
    2912 DIAMOND STREET PMB 403
    SAN FRANCISCO,CA94131     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 1,000
    NATIONAL PARK FOUNDATION
    1110 VERMONT AVENUE NW SUITE 200
    WASHINGTON,DC20005     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 5,000
    NATIONAL PARTNERSHIP FOR WOMEN & FAMILIES
    1875 CONNECTICUT AVENUE NW SUITE
    650
    WASHINGTON,DC20009     		  501 (C)(3) PUBLIC CH LISTENING TO MOTHERS IN CALIFORNIA SURVEY 230,000
    NATIONAL PUBLIC RADIO
    1111 NORTH CAPITOL STREET NE
    WASHINGTON,DC20002     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 5,000
    NEW TEACHER CENTER
    110 COOPER STREET 5TH FLOOR
    SANTA CRUZ,CA95060     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 225,000
    PACIFIC BUSINESS GROUP ON HEALTH
    575 MARKET STREET SUITE 600
    SAN FRANCISCO,CA94105     		  501 (C)(3) PUBLIC CH EXPANDING MIDWIFERY: A BEST PRACTICE GUIDE TO IMPLEMENTING CERTIFIED NURSE MIDWIFE-LED CARE 172,000
    PEACE DEVELOPMENT FUND
    PO BOX 888
    WOODACRE,CA94973     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT FOR INSIGHT-OUT 25,000
    PEACE DEVELOPMENT FUND
    PO BOX 888
    WOODACRE,CA94973     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT FOR INSIGHT-OUT 10,000
    PENINSULA BRIDGE PROGRAM
    PO BOX 963
    MENLO PARK,CA94026     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 30,000
    PRESS INSTITUTE FOR WOMEN IN THE DEVELOPING WORLD
    1342 FLORIDA AVENUE NW
    WASHINGTON,DC20009     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT FOR GLOBAL PRESS 100,000
    PRO PUBLICA INC
    155 AVENUE OF THE AMERICAS 13TH
    FLOOR
    NEW YORK,NY10013     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 500,000
    QUEST SCHOLARS PROGRAM
    445 SHERMAN AVENUE SUITE 100
    PALO ALTO,CA94306     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 100,000
    ROCK STEADY BOXING
    6847 HILLSDALE COURT
    INDIANAPOLIS,IN46250     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 1,000
    SALMON RIVER RESTORATION COUNCIL
    PO BOX 1089
    SAWYERS BAR,CA96027     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 5,000
    SEEDS OF AFRICA FOUNDATION
    601 W 26TH STREET SUITE 325-47
    NEW YORK,NY10001     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 12,000
    SHOTGUN PLAYERS INC
    1901 ASHBY AVENUE
    BERKELEY,CA94703     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 2,500
    THE SIERRA CLUB FOUNDATION
    2101 WEBSTER STREET SUITE 1250
    OAKLAND,CA94612     		  501 (C)(3) PUBLIC CH BEYOND COAL CAMPAIGN AND CALIFORNIA MY GENERATION CAMPAIGN 1,000,000
    STANFORD UNIVERSITY
    PO BOX 20466
    STANFORD,CA94309     		  501 (C)(3) PUBLIC CH GSE ALUMNI EXCELLENCE IN EDUCATION AWARD 26,600
    STANFORD UNIVERSITY
    PO BOX 20466
    STANFORD,CA94309     		  501 (C)(3) PUBLIC CH THE TRUSTEE ENDOWMENT FUND FOR THE KNIGHT HENNESSY SCHOLARS PROGRAM 800,000
    STANFORD UNIVERSITY
    PO BOX 20466
    STANFORD,CA94309     		  501 (C)(3) PUBLIC CH THE STANFORD FUND 250,000
    STANFORD UNIVERSITY
    PO BOX 20466
    STANFORD,CA94309     		  501 (C)(3) PUBLIC CH GRADUATE SCHOOL OF EDUCATION DEAN'S FUND 50,000
    STUDENT PRESS LAW CENTER
    1608 RHODE ISLAND AVENUE NW SUITE
    211
    WASHINGTON,DC20036     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 100,000
    UC BERKELEY FOUNDATION
    UNIVERSITY OF CALIFORNIA BERKELEY
    121 NORTH GATE HALL
    BERKELEY,CA94720     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT FOR UC BERKELEY GRADUATE SCHOOL OF JOURNALISM 400,000
    WOMEN'S FOUNDATION OF CALIFORNIA
    300 FRANK H OGAWA PLAZA 420
    OAKLAND,CA94612     		  501 (C)(3) PUBLIC CH RACE, GENDER AND HUMAN RIGHTS GIVING CIRCLE; GENERAL SUPPORT; A NEW WAY OF LIFE 10,000
    YUMA COMMUNITY FOOD BANK
    2404 E 24TH STREET
    YUMA,AZ85365     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 50,000
    Total .................................bullet 3a 13,128,600
    bApproved for future payment
    BREAKTHROUGH SILICON VALLEY
    1635 PARK AVENUE
    SAN JOSE,CA95126     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 50,000
    CALIFORNIANS FOR JUSTICE EDUCATION FUND
    520 3RD STREET SUITE 204
    OAKLAND,CA94607     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 50,000
    CALIFORNIANS FOR JUSTICE EDUCATION FUND
    520 3RD STREET SUITE 204
    OAKLAND,CA94607     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 50,000
    COLLEGE TRACK
    112 LINDEN STREET
    OAKLAND,CA94607     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT (NATIONAL) 100,000
    THE ENERGY FOUNDATION
    301 BATTERY STREET 5TH FLOOR
    SAN FRANCISCO,CA94111     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 600,000
    ENVIRONMENTAL DEFENSE FUND INCORPORATED
    257 PARK AVENUE SOUTH
    NEW YORK,NY10010     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 1,500,000
    ENVIRONMENTAL DEFENSE FUND INCORPORATED
    257 PARK AVENUE SOUTH
    NEW YORK,NY10010     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 1,500,000
    FOUNDATION FOR A COLLEGE EDUCATION
    PO BOX 50518
    EAST PALO ALTO,CA94303     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 35,000
    STANFORD UNIVERISITY
    PO BOX 20466
    STANFORD,CA94309     		  501 (C)(3) PUBLIC CH GSE ALUMNI EXCELLENCE IN EDUCATION AWARD 24,300
    STANFORD UNIVERISITY
    PO BOX 20466
    STANFORD,CA94309     		  501 (C)(3) PUBLIC CH GSE ALUMNI EXCELLENCE IN EDUCATION AWARD 24,300
    STANFORD UNIVERISITY
    PO BOX 20466
    STANFORD,CA94309     		  501 (C)(3) PUBLIC CH GSE ALUMNI EXCELLENCE IN EDUCATION AWARD 29,700
    NEW TEACHER CENTER
    110 COOPER STREET 5TH FLOOR
    SANTA CRUZ,CA95060     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 225,000
    PRO PUBLICA INC
    155 AVENUE OF THE AMERICAS 13TH
    FLOOR
    NEW YORK,NY10013     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 500,000
    QUEST SCHOLARS PROGRAM
    445 SHERMAN AVENUE SUITE 100
    PALO ALTO,CA94306     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 100,000
    STUDENT PRESS LAW CENTER
    1608 RHODE ISLAND AVENUE NW SUITE
    211
    WASHINGTON,DC20036     		  501 (C)(3) PUBLIC CH GENERAL SUPPORT 100,000
    Total .................................bullet 3b 4,888,300
    Form 990-PF (2017)
    Page 12
    Form 990-PF (2017)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ...........     		    14 5,239  
    4 Dividends and interest from securities....     14 2,870,240  
    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.....     01 739  
    8
    Gain or (loss) from sales of assets other than inventory ............     		    18 12,545,377  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 15,421,595 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    15,421,595
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2017)
    Page 13
    Form 990-PF (2017)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527? ...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet 2018-10-01 Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's nameROBERT A LEE Preparer's Signature   Date   PTIN P00156212
    Firm's name SmallBulletROBERT LEE & ASSOCIATES LLP
          		Firm's EIN SmallBullet27-1155496  
    Firm's address SmallBullet999 W TAYLOR STREET SUITE A
     
    SAN JOSE, CA95126
    		 Phone no. (408) 855-6770
    Form 990-PF (2017)
    Additional Data


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    Form 990PF - Special Condition Description:
    Special Condition Description