Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation
Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0052
2011
For calendar year 2011, or tax year beginning 01-01-2011 , and ending 12-31-2011
G
Check all that apply:
Name of foundation
Halliburton Foundation Inc
 

Number and street (or P.O. box number if mail is not delivered to street address)P O BOX 42806   Room/suite
City or town, state, and ZIP code
Houston, TX77242
A Employer identification number

75-1212458
B Telephone number (see page 10 of the instructions)

(713) 839-4848
C bullet
D 1. bullet
H Check type of organization:
2. bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$16,126,784J Accounting method:
 
(Part I, column (d) must be on cash basis.)
E bullet
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the 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) 3,000,000
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 396,600 396,600  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 -13,661
b Gross sales price for all assets on line 6a 970,740
7 Capital gain net income (from Part IV, line 2)... 0
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 3,382,939 396,600  
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).......        
c Other professional fees (attach schedule).... Click to see attachment 10,959 0   0
17 Interest...............        
18 Taxes (attach schedule) (see page 14 of the instructions) Click to see attachment 7,500 0   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 7,532 0   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 25,991 0   0
25 Contributions, gifts, grants paid........ 2,527,722 2,527,722
26 Total expenses and disbursements. Add lines 24 and 25 2,553,713 0   2,527,722
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 829,226
b Net investment income (if negative, enter -0-) 396,600
c Adjusted net income (if negative, enter -0-)...  
For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.
Cat. No. 11289X Form 990-PF (2011)
Form 990-PF (2011)
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............... 231,740 288,147 288,147
2 Savings and temporary cash investments..........      
3 Accounts receivable bullet750,000
Less: allowance for doubtful accounts bullet   750,000 750,000  
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 page 15 of the
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...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........      
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)........... 14,627,721 Click to see attachment15,399,540 15,838,637
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 15,609,461 16,437,687 16,126,784
Liabilities 17 Accounts payable and accrued expenses.......... 1,000  
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 1,000 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 10,913,764 10,913,764
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 4,694,697 5,523,923
30 Total net assets or fund balances (see page 17 of the
instructions).................... 15,608,461 16,437,687
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 15,609,461 16,437,687
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 15,608,461
2 Enter amount from Part I, line 27a..................... 2 829,226
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 16,437,687
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 16,437,687
Form 990-PF (2011)
Form 990-PF (2011)
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   P    
b
c
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 970,740   984,401 -13,661
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       -13,661
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 -13,661
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 pages 13 and 17 of the 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 page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2010 1,977,409 13,570,436 0.145714
2009 1,855,046 10,718,396 0.173071
2008 2,861,925 11,177,056 0.256054
2007 3,010,710 13,951,958 0.215791
2006 2,489,103 13,981,708 0.178026
2 Total of line 1, column (d) ...................... 2 0.968656
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 0.193731
4 Enter the net value of noncharitable-use assets for 2011 from Part X, line 5..... 4 16,083,783
5 Multiply line 4 by line 3....................... 5 3,115,927
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 3,966
7 Add lines 5 and 6......................... 7 3,119,893
8 Enter qualifying distributions from Part XII, line 4.............. 8 2,527,722
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 on page 18.
Form 990-PF (2011)
Form 990-PF (2011)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A” on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 7,932
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 7,932
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 7,932
6 Credits/Payments:
a 2011 estimated tax payments and 2010 overpayment credited to 2011 6a 8,314
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 8,314
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 382
11 Enter the amount of line 10 to be: Credited to 2012 estimated taxBullet382 Refunded Bullet 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 page 19 of
the 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
 
No
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
 
 
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 page 19 of the
    instructions)bullet
    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 2011 or the taxable year beginning in 2011 (see instructions for Part XIV on
    page 27)? 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.Click to see attachment
    10
    Yes
     
    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 page 20 of the instructions) .......
    11
     
    No
    12
    Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?
    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 ofbulletBeverly Stafford Telephone no.bullet (281) 871-3608
    Located atbullet3000 Sam Houston Pkwy EHoustonTX ZIP+4bullet77032
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16
    At any time during calendar year 2011, did the foundation have an interest in or a signature or other authority over
    a bank, securities, or other financial account in a foreign country? .................
    16
     
    No
    See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2011)
    Form 990-PF (2011)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.
    Yes
    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 page 20 of the 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 2011?.............
    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 2011, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2011?...............
    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 page 20 of the 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 2011 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 2011.)....................
    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 2011?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the 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 page 22 of the 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 (2011)
    Form 990-PF (2011)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the 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
    DJ Lesar President
    0.10     		0 0 0
    3000 Sam Houston Pkwy E
    Houston,TX77032
    Tim Probert Trustee
    0.10     		0 0 0
    3000 Sam Houston Pkwy E
    Houston,TX77032
    Lawrence Pope Trustee
    0.10     		0 0 0
    3000 Sam Houston Pkwy E
    Houston,TX77032
    Beverly Stafford Vice President & Secretary
    0.10     		0 0 0
    3000 Sam Houston Pkwy E
    Houston,TX77032
    Tim McKeon Treasurer
    0.10     		0 0 0
    10200 Bellaire Blvd
    Houston,TX77072
    2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the 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 page 23 of the instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    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  
    Form 990-PF (2011)
    Form 990-PF (2011)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see page 23 of the instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3..........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see page 24 of the 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
    15,715,359
    b
    Average of monthly cash balances.......................
    1b
    613,355
    c
    Fair market value of all other assets (see page 24 of the instructions)............
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    16,328,714
    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
    16,328,714
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25
    of the instructions) ...........................
    4
    244,931
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    16,083,783
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    804,189
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    804,189
    2a
    Tax on investment income for 2011 from Part VI, line 5......
    2a
    7,932
    b
    Income tax for 2011. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    7,932
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    796,257
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    796,257
    6
    Deduction from distributable amount (see page 25 of the instructions)...........
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    796,257
    Part XII
    Qualifying Distributions (see page 25 of the 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
    2,527,722
    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
    2,527,722
    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 page 26 of the instructions)............
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    2,527,722
    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 (2011)
    Form 990-PF (2011)
    Page 8
    Part XIII
    Undistributed Income (see page 26 of the instructions)
    (a)
    Corpus     		(b)
    Years prior to 2010     		(c)
    2010     		(d)
    2011
    1 Distributable amount for 2011 from Part XI, line 7 796,257
    2 Undistributed income, if any, as of the end of 2011:
    a Enter amount for 2010 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2011:
    a From 2006....... 2,489,103
    b From 2007....... 3,010,710
    c From 2008....... 2,888,457
    d From 2009....... 1,855,046
    e From 2010....... 1,977,409
    fTotal of lines 3a through e......... 12,220,725
    4Qualifying distributions for 2011 from Part
    XII, line 4: bullet$ 2,527,722
    a Applied to 2010, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see page 26 of the instructions)    		 0
    c Treated as distributions out of corpus (Election
    required—see page 26 of the instructions)...     		Click to see attachment2,527,722
    d Applied to 2011 distributable amount..... 0
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2011. 796,257 796,257
    (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 13,952,190
    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 page 27 of the instructions ...     		0
    e Undistributed income for 2010. Subtract line
    4a from line 2a. Taxable amount—see page 27
    of the instructions ...........     		0
    f Undistributed income for 2011. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2011 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see page 27
    of the instructions) ...........     		0
    8Excess distributions carryover from 2006 not
    applied on line 5 or line 7 (see page 27 of the
    instructions) .............     		1,692,846
    9Excess distributions carryover to 2012.
    Subtract lines 7 and 8 from line 6a ......     		12,259,344
    10 Analysis of line 9:
    a Excess from 2007.... 3,010,710
    b Excess from 2008.... 2,888,457
    c Excess from 2009.... 1,855,046
    d Excess from 2010.... 1,977,409
    e Excess from 2011.... 2,527,722
    Form 990-PF (2011)
    Form 990-PF (2011)
    Page 9
    Part XIV
    Private Operating Foundations (see page 27 of the 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 2011, 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) 2011 (b) 2010 (c) 2009 (d) 2008
             
    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 page 27 of the 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 of the person to whom applications should be addressed:
    Brinda Maxwell
    PO Box 4574
    Houston,TX772104574
    (281) 575-3558
    bThe form in which applications should be submitted and information and materials they should include:
    Application should be made by letter and include the amount and use.
    cAny submission deadlines:
    No deadline. Applicants are notified of approval or decline in 3 months.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    See attached statement.
    Form 990-PF (2011)
    Form 990-PF (2011)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    AGNES SCOTT COLLEGE
    141 E COLLEGE AVE
    DECATUR,GA30030     		  Support Education 3,000
    AMERICAN UNIVERSITY IN CAIRO
    420 FIFTH AVE 3RD FLOOR
    NEW YORK,NY10018     		  Support Education 100,000
    AMERICANS FOR OXFORD INC
    500 FIFTH AVE FL 32
    NEW YORK,NY10110     		  Support Education 4,300
    AUSTIN PRESBYTERIAN THEOLOGICAL
    100 E 27TH ST
    AUSTIN,TX78705     		  Support Education 1,000
    AWTY INTERNATIONAL SCHOOL
    7455 AWTY SCHOOL LN
    HOUSTON,TX77055     		  Support Education 200
    BAYLOR UNIVERSITY
    PO BOX 97050
    WACO,TX767987050     		  Support Education 40,000
    BECKENDORFF JUNIOR HIGH SCHOOL
    8200 S FRY RD
    KATY,TX77494     		  Support Education 200
    BIG PASTURE ELEMENTARY
    PO BOX 167
    RANDLETT,OK73562     		  Support Education 80
    BOWDOIN COLLEGE
    4100 COLLEGE STATION
    BRUNSWICK,ME040118432     		  Support Education 1,000
    BRAY-DOYLE PUBLIC SCHOOLS
    1205 S BROOKS RD
    MARLOW,OK73055     		  Support Education 800
    CALIFORNIA INSTITUTE OF TECHNOLOGY
    1200 E CALIFORNIA BLVD M/S 5-32
    PASADENA,CA91125     		  Support Education 500
    CALIFORNIA POLYTECHNIC STATE
    ADVANCEMENT SERVICES 1 GRAND AVE
    SAN LUIS OBISPO,CA93407     		  Support Education 1,000
    CASE WESTERN RESERVE UNIVERSITY
    10950 EUCLID AVE 212
    CLEVELAND,OH441067035     		  Support Education 500
    CHRIST COMMUNITY SCHOOL
    1488 WELLMAN RD
    CONROE,TX77384     		  Support Education 1,000
    COLORADO SCHOOL OF MINES
    PO BOX 4005
    GOLDEN,CO80401     		  Support Education 73,380
    COMANCHE ELEMENTARY
    1030 ASH
    COMANCHE,OK73529     		  Support Education 1,600
    COVENANT ACADEMY
    11711 TELGE RD
    CYPRESS,TX77429     		  Support Education 1,000
    DARTMOUTH COLLEGE
    6066 DEVELOPMENT OFFICE
    HANOVER,NH037553555     		  Support Education 20,500
    DICKINSON CATHOLIC SCHOOLS
    PO BOX 1177
    DICKINSON,ND586021177     		  Support Education 1,000
    DUKE UNIVERSITY
    BOX 90581
    DURHAM,NC277080581     		  Support Education 670
    DUNCAN PUBLIC SCHOOLS
    PO BOX 1548
    DUNCAN,OK73534     		  Support Education 1,000
    EAST END CHAMBER OF
    550 GULFGATE CENTER MALL
    HOUSTON,TX770873022     		  Support Education 15,000
    EMORY UNIVERSITY
    1762 CLIFTON RD STE 1400
    ATLANTA,GA303224001     		  Support Education 1,000
    FALL CREEK ELEMENTARY
    14435 MESA DR
    HUMBLE,TX77396     		  Support Education 1,000
    FLORIDA A&M UNIVERSITY
    1601 MARTIN LUTHER KING BLVD
    TALLAHASSEE,FL32301     		  Support Education 1,000
    FORT SETTLEMENT MIDDLE SCHOOL
    5440 ELKINS RD
    SUGAR LAND,TX77479     		  Support Education 100
    FOXCROFT SCHOOL
    22407 FOXCROFT RD
    MIDDLEBURG,VA201173724     		  Support Education 1,000
    GENESEO FOUNDATION INC
    1 COLLEGE CIRCLE ERWIN 202
    GENESEO,NY14454     		  Support Education 2,000
    GEORGIA TECH FOUNDATION INC
    760 SPRING ST N W 4TH FL
    ATLANTA,GA30308     		  Support Education 15,000
    GRACELAND UNIVERSITY
    1 UNIVERSITY PLACE
    LAMONI,IA50140     		  Support Education 2,000
    HARVARD UNIVERSITY
    124 MOUNT AUBURN ST
    CAMBRIDGE,MA021385762     		  Support Education 100,000
    HESSTON COLLEGE
    BOX 3000
    HESSTON,KS67062     		  Support Education 2,000
    HIGHLAND CHRISTIAN SCHOOL
    135 S FRENCH AVE
    ARLINGTON,WA98223     		  Support Education 100
    HOLY SPIRIT EPISCOPAL SCHOOL
    12535 PERTHSHIRE RD
    HOUSTON,TX770244186     		  Support Education 1,000
    HOSPICE FOUNDATION OF MARTIN AND
    1201 SE INDIAN ST
    STUART,FL34997     		  Support Education 10,000
    HOUSTON WORLD AFFAIRS COUNCIL
    PO BOX 920905
    HOUSTON,TX772920905     		  Support Education 7,500
    INDEPENDENT PETROLEUM ASSOCIATION
    1201 15TH ST STE 300
    WASHINGTON,DC20005     		  Support Education 10,000
    INDIANA UNIVERSITY FOUNDATION
    PO BOX 500
    BLOOMINGTON,IN47402     		  Support Education 666
    INTERNATIONAL SCHOLARSHIP AND (Scholarships)
    231 PUBLIC SQU STE 201
    FRANKLIN,TN370642522     		  Support Education 150,000
    IOWA STATE UNIVERSITY FOUNDATION
    2505 UNIVERSITY BLVD
    AMES,IA500108644     		  Support Education 15,000
    ITHACA COLLEGE
    ALUMNI HALL RM 245 RT 96B
    ITHACA,NY14850     		  Support Education 20,000
    KANSAS STATE UNIVERSITY FOUNDATION
    2323 ANDERSON AVE STE 500
    MANHATTAN,KS665022911     		  Support Education 25,400
    KINKAID SCHOOL
    201 KINCAID SCHOOL DR
    HOUSTON,TX77024     		  Support Education 1,000
    KIPP HOUSTON
    10711 KIPP WAY
    HOUSTON,TX77099     		  Support Education 15,000
    KNOX COLLEGE
    2 E SOUTH ST
    GALESBURG,IL61401     		  Support Education 550
    LETOURNEAU UNIVERSITY
    2100 S MOBBERLY AVE
    LONGVIEW,TX75602     		  Support Education 520
    LITTLETON PUBLIC SCHOOLS FOUNDATION
    5776 S CROCKER ST
    LITTLETON,CO80120     		  Support Education 1,000
    LOUISIANA STATE U FOUNDATION
    3838 W LAKESHORE DR
    BATON ROUGE,LA70808     		  Support Education 38,500
    MARTIN MEMORIAL FOUNDATION INC
    PO BOX 9010
    STUART,FL34995     		  Support Education 20,000
    MASSACHUSETTS INSTITUTE OF
    238 MAIN ST STE 200
    CAMBRIDGE,MA02142     		  Support Education 22,000
    MCCOMBS SCHOOL OF BUSINESS
    PO BOX 7727
    AUSTIN,TX78713     		  Support Education 150,000
    MCNEESE STATE UNIV FOUNDATION
    PO BOX 90775
    LAKE CHARLES,LA706099989     		  Support Education 20,550
    MEMORIAL DRIVE ELEMENTARY
    11202 SMITHDALE RD
    HOUSTON,TX77024     		  Support Education 1,000
    MEREDITH COLLEGE
    3800 HILLSBOROUGH ST
    RALEIGH,NC27607     		  Support Education 500
    MICHIGAN TECHNOLOGICAL UNIVERSITY
    1400 TOWNSEND DR
    HOUGHTON,MI499311295     		  Support Education 500
    MIDWESTERN STATE UNIVERSITY
    3410 TAFT BLVD
    WICHITA FALLS,TX76308     		  Support Education 668
    MISSISSIPPI STATE UNIVERSITY
    1 HUNTER HENRY BLVD
    MISSISSIPPI STATE,MS39762     		  Support Education 25,000
    MISSOURI S AND T
    112 CAMPUS SUPPORT FACILITY
    ROLLA,MO654091320     		  Support Education 17,400
    MONTANA STATE UNIVERSITY
    PO BOX 172750
    BOZEMAN,MT597172750     		  Support Education 700
    MONTANA TECH FOUNDATION
    1300 W PARK ST
    BUTTE,MT59701     		  Support Education 30,000
    MOUNT CARMEL HIGH SCHOOL
    6410 S DANTE
    CHICAGO,IL60637     		  Support Education 1,000
    NEW MEXICO STATE UNIVERSITY
    PO BOX 3590
    LAS CRUCES,NM88003     		  Support Education 20,000
    NEWTON MIDDLE SCHOOL
    4001 E ARAPAHOE RD
    CENTENNIAL,CO80122     		  Support Education 240
    NORTHEAST FOUNDATION
    85 HERRICK ST
    BEVERLY,MA01915     		  Support Education 10,000
    NORTHWESTERN UNIVERSITY
    2020 RIDGE AVE RM 230
    EVANSTON,IL602084305     		  Support Education 200,000
    OKLAHOMA BAPTIST UNIVERSITY
    500 W UNIVERSITY OBU BOX 61275
    SHAWNEE,OK74804     		  Support Education 4,000
    OKLAHOMA STATE UNIVERSITY FOUNDATIO
    PO BOX 1749
    STILLWATER,OK740761749     		  Support Education 119,784
    OUACHITA BAPTIST UNIVERSITY
    410 OUACHITA ST OBU BOX 3754
    ARKADELPHIA,AR719980001     		  Support Education 4,000
    OVERLAKE SCHOOL
    20301 NE 108TH ST
    REDMOND,WA98053     		  Support Education 1,000
    PARISH EPISCOPAL SCHOOL OF DALLAS
    4101 SIGMA RD
    DALLAS,TX75244     		  Support Education 1,000
    PENNSYLVANIA STATE UNIVERSITY
    ONE OLD MAIN
    UNIVERSITY PARK,PA16802     		  Support Education 17,400
    PIKEVILLE COLLEGE
    147 SYCAMORE ST
    PIKEVILLE,KY41501     		  Support Education 6,000
    PLATO ELEMENTARY SCHOOL
    PO BOX 1548
    DUNCAN,OK73534     		  Support Education 300
    PRESTONWOOD CHRISTIAN ACADEMY
    6801 W PARK BLVD
    PLANO,TX75093     		  Support Education 1,000
    PRINCETON UNIVERSITY
    ONE NASSAU HALL
    PRINCETON,NJ08544     		  Support Education 1,000
    PURDUE FOUNDATION
    101 N GRANT STE B-50
    WEST LAFAYETTE,IN479063574     		  Support Education 15,800
    RICE UNIVERSITY
    6100 MAIN ST-MS81
    HOUSTON,TX77005     		  Support Education 18,600
    RIVERFIELD COUNTRY DAY SCHOOL
    2433 W 61ST ST
    TULSA,OK74132     		  Support Education 100
    ROSEHILL CHRISTIAN SCHOOL
    19830 FM 2920
    TOMBALL,TX77377     		  Support Education 1,000
    SAINT CECILIA SCHOOL-LA
    302 WEST MAIN ST
    BROUSSARD,LA70518     		  Support Education 700
    SECOND BAPTIST SCHOOL FOUNDATION
    6410 WOODWAY
    HOUSTON,TX77057     		  Support Education 1,000
    SEPHARDIC GAN TORAT EMET
    9730 HILLCROFT
    HOUSTON,TX77096     		  Support Education 1,000
    SOUTH TEXAS COLLEGE OF LAW
    1303 SAN JACINTO
    HOUSTON,TX770027013     		  Support Education 1,000
    SOUTHERN ARKANSAS UNIVERSITY
    100 E UNIVERSITY
    MAGNOLIA,AR71753     		  Support Education 6,000
    SOUTHERN ILLINOIS UNIVERSITY
    MAIL CODE 6805 SIUC
    CARBONDALE,IL62901     		  Support Education 1,500
    SOUTHERN METHODIST UNIVERSITY
    PO BOX 750402
    DALLAS,TX752750402     		  Support Education 1,500
    SOUTHERN NAZARENE UNIVERSITY
    6729 NW 39 EXPWY
    BETHANY,OK73008     		  Support Education 17,000
    SPRING BRANCH EDUCATION FOUNDATION
    955 CAMPBELL RD STE 206
    HOUSTON,TX77024     		  Support Education 900
    ST CECILIAS DAY SCHOOL
    11740 JOAN OF ARC
    HOUSTON,TX77024     		  Support Education 100
    ST EDWARDS UNIVERSITY INC
    3001 S CONGRESS AVE
    AUSTIN,TX78704     		  Support Education 4,000
    ST FRANCIS EPISCOPAL DAY SCHOOL
    335 PINEY POINT RD
    HOUSTON,TX77024     		  Support Education 500
    ST JOHNS COLLEGE
    PO BOX 2800
    ANNAPOLIS,MD21404     		  Support Education 500
    ST LAURENCE CATHOLIC SCHOOL
    2630 AUSTIN PKWY
    SUGAR LAND,TX77479     		  Support Education 2,000
    ST LOUIS UNIVERSITY HIGH SCHOOL
    4970 OAKLAND AVE
    ST LOUIS,MO63110     		  Support Education 400
    ST LUCYS PRIORY HIGH SCHOOL
    655 W SIERRA MADRE AVE
    GLENDORA,CA91741     		  Support Education 1,000
    ST MARKS EPISCOPAL SCHOOL
    3816 BELLAIRE BLVD
    HOUSTON,TX77025     		  Support Education 200
    ST OLAF COLLEGE
    1520 ST OLAF AVE
    NORTHFIELD,MN55057     		  Support Education 1,000
    ST PIUS X HIGH SCHOOL
    811 W DONOVAN
    HOUSTON,TX77091     		  Support Education 1,000
    ST THOMAS EPISCOPAL SCHOOL
    4900 JACKWOOD
    HOUSTON,TX77096     		  Support Education 500
    ST VINCENT DE PAUL SCHOOL
    6802 BUFFALO SPEEDWAY
    HOUSTON,TX77025     		  Support Education 1,000
    STANFORD UNIVERSITY
    326 GALVEZ ST
    STANFORD,CA943056105     		  Support Education 40,000
    SUSQUEHANNA UNIVERSITY
    514 UNIVERSITY AVE
    SELINSGROVE,PA17870     		  Support Education 86,000
    TEURLINGS CATHOLIC HIGH SCHOOL
    139 TEURLINGS
    LAFAYETTE,LA70501     		  Support Education 500
    TEXAS A & M FOUNDATION
    401 GEORGE BUSH DR
    COLLEGE STATION,TX778402811     		  Support Education 266,048
    TEXAS A&M UNIVERSITY - KINGSVILLE
    700 UNIVERSITY BLVD / MSC 104
    KINGSVILLE,TX78363     		  Support Education 500
    TEXAS TECH UNIVERSITY FOUNDATION
    PO BOX 45025
    LUBBOCK,TX794095025     		  Support Education 84,800
    TULANE EDUCATIONAL FUND
    1555 POYDRAS ST STE 1000
    NEW ORLEANS,LA701123768     		  Support Education 500
    TX A&M HSC FDN
    MSC 131 - 1010 W AVE B
    KINGSVILLE,TX78363     		  Support Education 1,000
    UNIVERSITY OF ALABAMA
    BOX 870101
    TUSCALOOSA,AL354870101     		  Support Education 20,000
    UNIVERSITY OF ARKANSAS FOUNDATION
    300 UNIVERSITY HOUSE
    FAYETTEVILLE,AR72701     		  Support Education 500
    UNIVERSITY OF COLORADO FDN
    4740 WALNUT ST
    BOULDER,CO80301     		  Support Education 20,000
    UNIVERSITY OF CONNECTICUT
    2390 ALUMNI DR
    STORRS,CT062693206     		  Support Education 500
    UNIVERSITY OF HOUSTON
    PO BOX 867
    HOUSTON,TX770010867     		  Support Education 6,600
    UNIVERSITY OF HOUSTON FOUNDATION
    PO BOX 27405
    HOUSTON,TX772277405     		  Support Education 56,000
    UNIVERSITY OF IDAHO FOUNDATION INC
    PO BOX 443147
    MOSCOW,ID838443147     		  Support Education 4,000
    UNIVERSITY OF ILLINOIS FOUNDATION
    1305 WEST GREEN STREET
    URBANA,IL618012962     		  Support Education 9,500
    UNIVERSITY OF INDIANAPOLIS
    1400 E HANNA AVE
    INDIANAPOLIS,IN462273697     		  Support Education 2,000
    UNIVERSITY OF KENTUCKY
    STURGILL DEVELOPMENT BUILDING
    LEXINGTON,KY405060015     		  Support Education 70,000
    UNIVERSITY OF LA AT LAFAYETTE
    PO BOX 40400
    LAFAYETTE,LA70504     		  Support Education 3,000
    UNIVERSITY OF MIAMI
    STE 300 UM GABLES ONE TOWER
    CORAL GABLES,FL33146     		  Support Education 3,000
    UNIVERSITY OF NORTH CAROLINA AT
    PO BOX 309
    CHAPEL HILL,NC27514     		  Support Education 2,000
    UNIVERSITY OF NORTH TEXAS
    PO BOX 311250
    DENTON,TX762036557     		  Support Education 1,500
    UNIVERSITY OF OKLAHOMA FOUNDATION
    100 TIMBERDELL RD
    NORMAN,OK73019     		  Support Education 51,350
    UNIVERSITY OF ROCHESTER
    PO BOX 270032
    ROCHESTER,NY14627     		  Support Education 500
    UNIVERSITY OF SOUTHERN CALIFORNIA
    UNIVERSITY GARDENS STE 203
    LOS ANGELES,CA900898003     		  Support Education 31,450
    UNIVERSITY OF SOUTHERN MISSISSIPPI
    118 COLLEGE DR 10026
    HATTIESBURG,MS39406     		  Support Education 3,000
    UNIVERSITY OF TENNESSEE
    600 ANDY HOLT TOWER
    KNOXVILLE,TN37996     		  Support Education 1,000
    UNIVERSITY OF TEXAS - PAN AMERICAN
    1201 W UNIVERSITY DR
    EDINBURG,TX78541     		  Support Education 20,000
    UNIVERSITY OF TEXAS AT ARLINGTON
    PO BOX 19198
    ARLINGTON,TX760190190     		  Support Education 1,000
    UNIVERSITY OF TEXAS AT AUSTIN
    PO BOX 7458
    AUSTIN,TX78713     		  Support Education 22,916
    UNIVERSITY OF TEXAS AT EL PASO
    500 W UNIVERSITY KELLY HALL 6TH FL
    EL PASO,TX79968     		  Support Education 1,000
    UNIVERSITY OF TEXAS AT SAN ANTONIO
    ONE UTSA CIRCLE
    SAN ANTONIO,TX78249     		  Support Education 1,000
    UNIVERSITY OF TEXAS FOUNDATION
    PO BOX 250
    AUSTIN,TX787670250     		  Support Education 70,000
    UNIVERSITY OF UTAH
    540 ARAPEEN DR STE 250
    SALT LAKE CITY,UT841081238     		  Support Education 12,000
    UNIVERSITY OF WISCONSIN FOUNDATION
    1848 UNIVERSITY AVE
    MADISON,WI537088860     		  Support Education 51,500
    UNIVERSITY OF WYOMING FDN
    1200 E IVINSON
    LARAMIE,WY820704159     		  Support Education 10,000
    URSULINE ACADEMY OF DALLAS INC
    4900 WALNUT HILL LANE
    DALLAS,TX75229     		  Support Education 1,000
    UWMC FOUNDATION
    518 SOUTH 7TH AVE
    WAUSAU,WI54401     		  Support Education 500
    VELMA-ALMA SCHOOL
    PO BOX 8
    VELMA,OK73491     		  Support Education 500
    VILLANOVA UNIVERSITY
    800 LANCASTER AVE
    VILLANOVA,PA19085     		  Support Education 100,000
    WAKE FOREST UNIVERSITY
    BOX 7227 REYNOLDA STATION
    WINSTON SALEM,NC27109     		  Support Education 6,000
    WELLESLEY COLLEGE
    106 CENTRAL ST
    WELLESLEY,MA02481     		  Support Education 600
    WEST BRIAR MIDDLE SCHOOL
    13733 BRIMHURST DR
    HOUSTON,TX77077     		  Support Education 1,000
    WEST CHESTER UNIVERSITY FOUNDATION
    628 S HIGH ST FILANO HALL
    WEST CHESTER,PA19383     		  Support Education 3,000
    WEST VIRGINIA UNIVERSITY FDN
    PO BOX 1650
    MORGANTOWN,WV265071650     		  Support Education 11,000
    WESTERN ACADEMY
    1511 BUTLERCREST ST
    HOUSTON,TX77080     		  Support Education 1,500
    WESTERN STATE COLLEGE FDN
    PO BOX 1264
    GUNNISON,CO81230     		  Support Education 2,000
    WILCHESTER ELEMENTARY SCHOOL
    13618 ST MARYS LANE
    HOUSTON,TX77079     		  Support Education 250
    WILLAMETTE UNIVERSITY
    900 STATE ST
    SALEM,OR97301     		  Support Education 1,000
    WILLOW CREEK ELEMENTARY
    2002 WILLOW TERRACE
    KINGWOOD,TX77345     		  Support Education 600
    YALE UNIVERSITY
    PO BOX 2038
    NEW HAVEN,CT065081890     		  Support Education 1,700
    Total .................................bullet 3a 2,527,722
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2011)
    Form 990-PF (2011)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See page 28 of
    the 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....          
    3Interest on savings and temporary cash investments          
    4 Dividends and interest from securities....         396,600
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8Gain or (loss) from sales of assets other than inventory         -13,661
    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 0 382,939
    13Total. Add line 12, columns (b), (d), and (e)..................
    13382,939
    (See worksheet in line 13 instructions on page 28 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 organization’s exempt purposes (other than by providing funds for such purposes). (See
    page 28 of the instructions.)
    37 Halliburton Foundation Inc. accomplishes it's charitable purposes
    37 solely through a program of making charitable gifts and grants and
    37 does not conduct any charitable activities or make program
    37 related investments. All income reported represents investment
    37 interest and dividends received by the foundation that contributes
    37 importantly to the accomplishment of the exempt purpose of the
    37 organization.
    Form 990-PF (2011)
    Form 990-PF (2011)
    Page 12
    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
    Yes
    No
    501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If “Yes,” complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    SignHere
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    Signature of officer or trustee Date Title
    PaidPreparersUseOnly Preparer's SignatureBullet Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2011)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2011 DistributionFromCorpusElection
    Name:
    Halliburton Foundation Inc
    EIN: 75-1212458
    Election:
    Pursuant to Regulation 53.4942(a)-(3)(2), Halliburton Foundation Inc. hereby electsto treat $2,527,722 of it's 2011 qualifying distributions as made out of corpus.

    TY 2011 InvestmentsOtherSchedule2
    Name:
    Halliburton Foundation Inc
    EIN: 75-1212458
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    Other Investments AT COST 15,399,540 15,838,637

    TY 2011 OtherExpensesSchedule
    Name:
    Halliburton Foundation Inc
    EIN: 75-1212458
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Administrative 32 0   0
    Scholarship Admin Fees 7,500 0   0


    TY 2011 OtherProfessionalFeesSchedule
    Name:
    Halliburton Foundation Inc
    EIN: 75-1212458
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Management Fees 10,959 0   0


    TY 2011 SubstantialContributorsSch
    Name:
    Halliburton Foundation Inc
    EIN: 75-1212458
    Name Address
    Halliburton Company
          		 
     


    TY 2011 TaxesSchedule
    Name:
    Halliburton Foundation Inc
    EIN: 75-1212458
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Federal Excise 7,500 0   0