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
2012
Open to Public Inspection
For calendar year 2012, or tax year beginning 01-01-2012 , and ending 12-31-2012
Name of foundation
CH FOUNDATION INC
 

Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 94038   Room/suite
City or town, state, and ZIP code
LUBBOCK, TX794934038
A Employer identification number

75-1534816
B Telephone number (see instructions)

(806) 239-7963
C bullet
G Check all that apply:

D 1. bullet
2. bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$177,845,319J 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 instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments 23,524 23,524  
4 Dividends and interest from securities...... 3,716,492 3,716,492  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 3,205,037
b Gross sales price for all assets on line 6a 5,428,802
7 Capital gain net income (from Part IV, line 2)... 3,205,037
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 8,855,078 8,855,078  
12 Total. Add lines 1 through 11........ 15,800,131 15,800,131  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 146,100 14,610   131,490
14 Other employee salaries and wages......        
15 Pension plans, employee benefits....... 10,909 1,090   9,818
16a Legal fees (attach schedule)......... Click to see attachment 9,184 918   8,266
b Accounting fees (attach schedule)....... Click to see attachment 17,785 1,779   16,006
c Other professional fees (attach schedule).... Click to see attachment 88,268 88,268    
17 Interest............... 911 911    
18 Taxes (attach schedule) (see instructions) Click to see attachment 1,257,911 957,903    
19 Depreciation (attach schedule) and depletion... Click to see attachment 1,307,117 1,307,117  
20 Occupancy.............. 17,304 1,730   15,574
21 Travel, conferences, and meetings....... 22,872 11,436   11,436
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 59,935 43,143   16,792
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 2,938,296 2,428,905   209,382
25 Contributions, gifts, grants paid........ 6,372,906 6,372,906
26 Total expenses and disbursements. Add lines 24 and 25 9,311,202 2,428,905   6,582,288
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 6,488,929
b Net investment income (if negative, enter -0-) 13,371,226
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2012)
Form 990-PF (2012)
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............... 830,845 1,768,467 1,768,467
2 Savings and temporary cash investments..........      
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
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)........ 120,529,542 Click to see attachment125,231,020 145,315,117
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet9,673,230
Less: accumulated depreciation (attach schedule) bullet9,431,796 244,105 Click to see attachment241,434 28,294,779
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment307,339 Click to see attachment2,466,956 Click to see attachment2,466,956
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 121,911,831 129,707,877 177,845,319
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)..........   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.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds 121,911,831 129,707,877
30 Total net assets or fund balances (see page 17 of the
instructions).................... 121,911,831 129,707,877
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 121,911,831 129,707,877
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)............... 1 121,911,831
2 Enter amount from Part I, line 27a..................... 2 6,488,929
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 1,307,117
4 Add lines 1, 2, and 3.......................... 4 129,707,877
5 Decreases not included in line 2 (itemize) bullet 5  
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 129,707,877
Form 990-PF (2012)
Form 990-PF (2012)
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 BLACKROCK EQUITY INDEX FUND B P 2006-02-08 2012-02-29
b BLACKROCK EQUITY INDEX FUND B P 2006-02-08 2012-06-26
c BLACKROCK EQUITY INDEX FUND B P 2006-02-08 2012-08-24
d BLACKROCK RUSSELL 2000 INDEX FUND B P 2005-01-31 2012-02-29
e BLACKROCK RUSSELL 2000 INDEX FUND B P 2005-01-31 2012-06-26
BLACKROCK RUSSELL 2000 INDEX FUND B P 2005-01-31 2012-08-24
BLACKROCK MID-CAP EQUITY INDEX FUND P 2010-05-14 2012-02-29
BLACKROCK MID-CAP EQUITY INDEX FUND P 2010-05-14 2012-06-26
BLACKROCK MID-CAP EQUITY INDEX FUND P 2010-05-14 2012-08-24
POINTER OFFSHORE, LTD. P 2005-03-29 2012-12-31
(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 3,514   3,094 420
b 3,570   3,231 339
c 3,575   3,014 561
d 2,609   2,883 -274
e 2,872   3,347 -475
2,816   3,092 -276
2,100   1,634 466
2,165   1,809 356
2,136   1,661 475
2,200,000   2,200,000  
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       420
b       339
c       561
d       -274
e       -475
      -276
      466
      356
      475
       
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 3,205,037
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 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))
2011 7,176,745 160,995,666 0.044577
2010 6,985,656 142,929,333 0.048875
2009 6,509,143 125,185,355 0.051996
2008 7,779,085 134,596,291 0.057796
2007 7,482,385 140,747,030 0.053162
2 Total of line 1, column (d) ...................... 2 0.256406
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 0.051281
4 Enter the net value of noncharitable-use assets for 2012 from Part X, line 5..... 4 170,120,587
5 Multiply line 4 by line 3....................... 5 8,723,954
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 133,712
7 Add lines 5 and 6......................... 7 8,857,666
8 Enter qualifying distributions from Part XII, line 4.............. 8 6,582,288
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 (2012)
Form 990-PF (2012)
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 1 267,425
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2............................ 3 267,425
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-). 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 267,425
6 Credits/Payments:
a 2012 estimated tax payments and 2011 overpayment credited to 2012 6a 265,485
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.............. 7 265,485
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 1,940
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2013 estimated taxBullet   Refunded Bullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see 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
 
 
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If “Yes,” attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
 
 
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)
    bulletTX
    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 2012 or the taxable year beginning in 2012 (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
    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 addressbulletWWW.CHFOUNDATIONLUBBOCK.COM
    14
    The books are in care ofbulletKAY SANFORD Telephone no.bullet (806) 792-0448
    Located atbulletPO BOX 94038LUBBOCKTX ZIP+4bullet79493
    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 2012, 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 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 (2012)
    Form 990-PF (2012)
    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
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2012?.............
    1c
     
     
    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 2012, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2012?...............
    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 2012 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 2012.)....................
    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 2012?
    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 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 (2012)
    Form 990-PF (2012)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    DON GRAFClick to see attachment EXEC DIRECTO
    30.00     		63,800 0 1,791
    P O BOX 94038
    LUBBOCK,TX79493
    KAY SANFORDClick to see attachment EXECUTIVE DI
    30.00     		78,800 0 3,402
    9307 QUINTON AVENUE
    LUBBOCK,TX79424
    KEVIN G MCMAHONClick to see attachment TREASURER
    1.00     		1,250 0 4,829
    4011 88TH PLACE
    LUBBOCK,TX79423
    KATHY GILBREATHClick to see attachment VICE PRESIDE
    1.00     		1,000 0 3,063
    4603 5TH STREET
    LUBBOCK,TX79416
    CAROL MCWHORTERClick to see attachment TRUSTEE
    1.00     		1,250 0 645
    3019 21ST STREET
    LUBBOCK,TX79410
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE.”
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet  
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet  
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1 N/A  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3..........................bullet  
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    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
    140,055,385
    b
    Average of monthly cash balances.......................
    1b
    3,538,413
    c
    Fair market value of all other assets (see instructions)................
    1c
    29,117,458
    d
    Total (add lines 1a, b, and c).........................
    1d
    172,711,256
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    172,711,256
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see
    instructions) .............................
    4
    2,590,669
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    170,120,587
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    8,506,029
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    8,506,029
    2a
    Tax on investment income for 2012 from Part VI, line 5......
    2a
    267,425
    b
    Income tax for 2012. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    267,425
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    8,238,604
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    8,238,604
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    8,238,604
    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
    6,582,288
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    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
    6,582,288
    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
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    6,582,288
    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 (2012)
    Form 990-PF (2012)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2011     		(c)
    2011     		(d)
    2012
    1 Distributable amount for 2012 from Part XI, line 7 8,238,604
    2 Undistributed income, if any, as of the end of 2012:
    a Enter amount for 2011 only....... 2,015,278
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2012:
    a From 2007.......  
    b From 2008.......  
    c From 2009.......  
    d From 2010.......  
    e From 2011.......  
    fTotal of lines 3a through e.........  
    4Qualifying distributions for 2012 from Part
    XII, line 4: bullet$ 6,582,288
    a Applied to 2011, but not more than line 2a 2,015,278
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		 
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		 
    d Applied to 2012 distributable amount..... 4,567,010
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2012.    
    (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  
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		 
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		 
    e Undistributed income for 2011. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2012. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2013 ..........     		3,671,594
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		 
    8Excess distributions carryover from 2007 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2013.
    Subtract lines 7 and 8 from line 6a ......     		 
    10 Analysis of line 9:
    a Excess from 2008....  
    b Excess from 2009....  
    c Excess from 2010....  
    d Excess from 2011....  
    e Excess from 2012....  
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 9
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2012, 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) 2012 (b) 2011 (c) 2010 (d) 2009
             
    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).)
    NA
    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.
    NA
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail of the person to whom applications should be addressed:
    KAY SANFORD
    P O BOX 94038
    LUBBOCK,TX79493
    (806) 792-0448
    bThe form in which applications should be submitted and information and materials they should include:
    GRANT REQUESTS SHOULD BE IN WRITING AND INCLUDE (1) A BRIEF BACKGROUND OF THE ORGANIZATION; (2) A DESCRIPTION OF THE PROPOSED PROJECT AND A CONCISE STATEMENT OF ITS OBJECTIVES AND GOALS; (3) AN EXPLANATION OF THE PROPOSED USE OF FUNDS; (4) A DETAILED BUDGET, OTHER SOURCES OF DOCUMENTS FROM INTERNAL REVENUE SERVICE SHOWING TAX EXEMPT STATUS; (5) A STATEMENT OF APPROVAL OF THE REQUEST SIGNED BY THE CHIEF ADMINISTRATOR AND THE CHAIRMAN OF THE BOARD AND THE NAME OF THE PRIMARY CONTACT PERSON FOR FOLLOW UP; (6) MOST RECENT FINANCIAL REPORT; AND (7) PLAN FOR SUSTAINING THE PROJECT AFTER GRANT FUNDS EXPIRE.
    cAny submission deadlines:
    MAY 1ST OF EACH YEAR
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    GRANTS ARE GENERALLY RESTRICTED TO ORGANIZATIONS WHOSE SERVICES BENEFIT THE SOUTH PLAINS AREA OF TEXAS.
    Form 990-PF (2012)
    Form 990-PF (2012)
    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
    ACROSS THE STREET OUTREACH
    2002 60TH STREET
    LUBBOCK,TX79401     		NONE PAID STAFF FOR SUMMER LUNCH PROGRAM 5,104
    ALL SAINTS EPISCOPAL SCHOOL
    3222 103RD STREET
    LUBBOCK,TX79423     		NONE PAID CONSTRUCTION-PATIROT LEARNING CENTER 100,000
    AMERICAN CANCER SOCIETY
    3513 10TH STREET
    LUBBOCK,TX79415     		NONE PAID 3RD OF 3 YRS. HOPE LODGE 100,000
    AMERICAN WIND POWER CENTER
    1701 CANYON LAKE DRIVE
    LUBBOCK,TX79403     		NONE PAID SUPPORT TOWARDS WINDWILL RESTORATION 68,500
    ARCS FOUNDATION INC
    PO BOX 94206
    LUBBOCK,TX79493     		NONE PAID SCHOLARSHIPS; TRAVEL TO ARCS LIGHT A 21,000
    ASSIST HUMAN NEEDS
    1218 14TH STREET
    LUBBOCK,TX79401     		NONE PAID UNMET CLIENT NEEDS 5,000
    BALLET LUBBOCK
    5702 GENOA AVENUE
    LUBBOCK,TX79424     		NONE PAID NUTCRACKER, CINDERELLA, MARLEY PERFO 100,885
    BIG MAMA'S LEGACY
    5724 14TH STREET
    LUBBOCK,TX79416     		NONE PAID SUPPORT TOWARDS WOUNDED SERVICE PERS 6,400
    BOY SCOUTS - SP COUNCIL
    NO30 BRIERCROFT OFFICE PK
    LUBBOCK,TX79412     		NONE PAID 1ST OF 3 YEARS; SCOUTING IN TITLE ON 12,010
    BROWNFIELD SENIOR CITIZENS CTR
    PO BOX 1021
    BROWNFIELD,TX79316     		NONE PAID PURCHASE OF FOOD SUPPLIES FOR SENIOR 10,000
    BUCKNER CHILDRENS' SERVICES
    129 BRENTWOOD
    LUBBOCK,TX79416     		NONE PAID SUPPORT TOWARDS NEW WINDOWS TO MEET 43,610
    CAPROCK AMBUCS
    PO BOX 93871
    LUBBOCK,TX79493     		NONE PAID SUPPORT TOWARDS THERAPEUTIC TRICYCLE 5,000
    CHARLES ADAMS STUDIO PROJECT
    602 AVENUE J
    LUBBOCK,TX79401     		NONE PAID SUPPORT TOWARDS WELDING SCULPTURE ST 90,262
    COLLEGE BASEBALL FOUNDATION
    1517 TEXAS AVENUE
    LUBBOCK,TX79401     		NONE PAID OPERATING SUPPORT 50,000
    COMMUNITY PARTNERS OF LUBBOCK
    720 TEXAS AVENUE
    LUBBOCK,TX79401     		NONE PAID SUPPORT TOWARDS RAINBOW ROOM INVENTO 7,500
    CONFERENCE OF SW FOUNDATIONS
    624 N GOOD LATIMER EXP
    DALLAS,TX75204     		NONE PAID OPERATING SUPPORT 3,500
    COURT APPOINTED SPECIAL ADVOCATES C
    NO 24 BRIERCROFT OFF PK
    LUBBOCK,TX79412     		NONE PAID CASA VOLUNTEER RECRUITMENT SPECIAL 24,678
    COVENANT HEALTH SYSTEM FD
    3623 22ND PLACE
    LUBBOCK,TX79410     		NONE PAID 1ST OF 2 YEARS; CARDIAC CATHETERIZAT 203,289
    EASY R EQUINE
    3531 152ND STREET
    LUBBOCK,TX79423     		NONE PAID SUPPORT TOWARDS HORSE RESCUE AND YOU 5,500
    EARLY LEARNING CENTERS
    1639 MAIN STREET
    LUBBOCK,TX79401     		NONE PAID CHILD CARE FOR WORKING PARENTS 125,000
    ESTACADO CEMETERY
    PO BOX 238
    LORENZO,TX79343     		NONE PAID OPERATING EXPENSES 2,180
    FAMILY PROMISE OF LUBBOCK
    PO BOX 1258
    LUBBOCK,TX79408     		NONE PAID PARTIAL SALARY AND BENEFITS FOR CASE 25,000
    FLATLANDS DANCE THEATRE
    PO BOX 93001
    LUBBOCK,TX79493     		NONE PAID PROFESSIONAL DANCE TROUPE - SUPPLIES 5,000
    FRESH ANOINTING FAMILY LIFE MINISTR
    PO BOX 985
    HALE CENTER,TX79041     		NONE PAID HALE CENTER - PROGRAMMING - HJF FUND 2,400
    GIRL SCOUTS
    2567 74TH STREET
    LUBBOCK,TX79423     		NONE PAID OPERATING SUPPORT 16,860
    GOODWILL INDUSTRIES
    715 28TH STREET
    LUBBOCK,TX79404     		NONE PAID BASIC ADVANCED COMPUTER TRAINING 117,453
    GUADALUPE-PARKWAY CENTERS
    405 N MLK JR BLVD
    LUBBOCK,TX79403     		NONE PAID SUMMER BLAST 2012; MADISON PARK HOUS 121,459
    HIGHPOINT VILLAGE
    PO BOX 65674
    LUBBOCK,TX79464     		NONE PAID SUPPORT TOWARDS OPERATING EXPENSES 114,603
    I-20 WILDLIFE PRESERVE
    PO BOX 11250
    MIDLAND,TX79702     		NONE PAID STAFF SALARIES, STUDENT STIPEND, PRO 2,500
    LEGAL AID SOCIETY OF LUBBOCK
    916 MAIN STE 103
    LUBBOCK,TX79401     		NONE PAID ASSISTANCE WTH FULL-TIME PARALEGAL 25,000
    LITERACY LUBBOCK
    1306 9TH STREET
    LUBBOCK,TX79401     		NONE PAID SALARY BENEFITS-VOLUNTEER DIRECTOR 37,000
    LLANO ESTACADO CLAY GUIDE
    4907 17TH STREET
    LUBBOCK,TX79401     		NONE PAID SUPPORT TOWARDS MATERIALS TO BUILD A 4,000
    LLANO ESTACADO SILVER STAR BOARD
    PO BOX 93457
    LUBBOCK,TX79453     		NONE PAID EMERGENCY NEEDS OF ADULT PROTECTIVE 6,000
    LUBBOCK AREA FOUNDATION
    2509 80TH STREET
    LUBBOCK,TX79423     		NONE PAID FUNDING INFORMATION LIBRARY 48,500
    LUBBOCK AREA UNITED WAY
    1655 MAIN STE 101
    LUBBOCK,TX79401     		NONE PAID ANNUAL CAMPAIGN 110,000
    LUBBOCK AREA UNITED WAY
    1655 MAIN STE 101
    LUBBOCK,TX79401     		NONE PAID ANNUAL CAMPAIGN TO MEET COMMUNITY GO 5,000
    LUBBOCK AREA UNITED WAY
    1655 MAIN STE 101
    LUBBOCK,TX79401     		NONE PAID 2ND OF 5 YRS 2010-2014 OPERATING E 227,436
    LUBBOCK ARTS FESTIVAL
    PO BOX 5092
    LUBBOCK,TX79408     		NONE PAID 34TH ANNUAL FESTIVAL APRIL 12-15, 20 47,000
    LUBBOCK BOYS AND GIRLS CLUB
    PO BOX 94163
    LUBBOCK,TX79493     		NONE PAID SUPPORT TOWARDS A PASSENGER VAN 30,000
    LUBBOCK CENTRO AZTLANFOLKLORICO
    6134 39TH STREET
    LUBBOCK,TX79407     		NONE PAID PROFESSIONAL MARIACHI CONCERT 8,000
    LUBBOCK CHAMBER OF COMMERCE
    1500 BROADWAY SUITE 101
    LUBBOCK,TX79401     		NONE PAID SUPPORT FOR PERFORMING ARTS CENTER A 150,000
    LUBBOCK CHILDREN'S HEALTH CLINIC
    PO BOX 12103
    LUBBOCK,TX79452     		NONE PAID PARTIAL SALARIES ELECTRONIC HEALTH 79,619
    LUBBOCK CHORALE
    5815 82ND STE145
    LUBBOCK,TX79424     		NONE PAID MASTERWORKS; ANNUAL HOLIDAY POPS; WE 20,000
    LUBBOCK CHRISTIAN UNIVERSITY
    5601 19TH STREET
    LUBBOCK,TX79407     		NONE PAID RENOVATION OF MOTOR POOL INTO ART CO 90,000
    LUBBOCK COMMUNITY THEATRE
    4232 BOSTON AVENUE
    LUBBOCK,TX79413     		NONE PAID GUEST ARTISTS; MARKETING; ASSISTANCE 31,650
    LUBBOCK HABITAT FOR HUMANITY
    PO BOX 209
    LUBBOCK,TX79408     		NONE PAID CONSTRUCTION OF HOME DURING "RAIDER 35,000
    LISD ADVANCED PLACEMENT PROGRAM
    1628 19TH STREET
    LUBBOCK,TX79401     		NONE PAID 2ND OF 3 YRS. ADVANCED PLACEMENT TRA 173,743
    LUBBOCK LEMONADE DAY
    4808 KNOXVILLE NO A
    LUBBOCK,TX79413     		NONE PAID SUPPORT TOWARDS BACKPACKS AND WORKBO 20,000
    LUBBOCK MOONLIGHT MUSICALS
    PO BOX 93522
    LUBBOCK,TX79493     		NONE PAID 2012 SUMMER SEASON 136,000
    LUBBOCK MOONLIGHT MUSICALS
    PO BOX 93522
    LUBBOCK,TX79493     		NONE PAID DINNER THEATRE SEASON 10,000
    LUBBOCK SYMPHONY ORCHESTRA
    601 AVENUE K
    LUBBOCK,TX79401     		NONE PAID MASTERWORKS; EDUCATIONAL CONCERTS; C 120,000
    MAKE A WISH FOUNDATION
    4413 82ND STREET STE 203
    LUBBOCK,TX79424     		NONE PAID SUPPORT TOWARDS PROGRAMMING 5,000
    MORRIS SAFE HOUSE FOUNDATION
    3240 NIGHTINGALE RD
    LUBBOCK,TX79407     		NONE PAID PRENTATIVE MEDICAL CARE FOR RESCUED 5,000
    NATIONAL COWBOY SYMPOSIUM
    PO BOX 6638
    LUBBOCK,TX79493     		NONE PAID 23RD ANNUAL CELEBRATION - SEPT. 8-10 23,906
    NORTH AMERICA HOMBRES NOBLES
    PO BOX 98401
    LUBBOCK,TX79408     		NONE PAID SUPPORT TOWARDS PROGRAMMING 10,000
    PARENTING COTTAGE
    3818 50TH STREET
    LUBBOCK,TX79413     		NONE PAID OPERATING SUPPORT 25,000
    PEP HIGH SCHOOL
    PO BOX 394
    LUBBOCK,TX79493     		NONE PAID UPDATED RED CROSS MATERIALS, 3 LAPTO 5,800
    RANCHING HERITAGE ASSN
    PO BOX 43200
    LUBBOCK,TX79408     		NONE PAID SUPPORT TOWARDS PUBLIC ART COLLECTIO 29,000
    RECORDING LIBRARY OF WEST TEXAS
    2012 W CUTHBERT
    MIDLAND,TX79702     		NONE PAID MIDLAND - GENERAL OPERATING EXPENSES 8,000
    REFUGE SERVICES
    PO BOX 53684
    LUBBOCK,TX79453     		NONE PAID EQUINE-ASSISTED PSYCHOTHERAPY SCHOLA 21,050
    RONALD MCDONALD HOUSE
    3413 10TH STREET
    LUBBOCK,TX79415     		NONE PAID RENOVATION OF 2 BATH AREAS 20,000
    SALVATION ARMY - LUBBOCK
    PO BOX 2785
    LUBBOCK,TX79408     		NONE PAID 1ST OF 3 YRS. - RED SHIELD TRANSITIO 50,000
    SCHOLARS INC
    6102 PRIVATE RD 6470
    LUBBOCK,TX79416     		NONE PAID LEADERSHIP PROGRAM FOR SUCCESSFUL "C 15,000
    SCIENCE SPECTRUM
    2579 S LOOP 289 STE 250
    LUBBOCK,TX79423     		NONE PAID ASSIST W/ EXHIBIT, DA VIINCI-THE GEN 40,000
    SILENT WINGS MUSEUM FD
    PO BOX 98066
    LUBBOCK,TX79490     		NONE PAID VETERAN'S DAY; COLLECTIONS PRESERVAT 30,798
    SOUTH PLAINS COLLEGE FD
    1401 S COLLEGE
    LEVELLAND,TX79336     		NONE PAID INPACT SCHOLARSHIPS; TITLE V ENDOWME 60,000
    SOUTH PLAINS COLLEGE FD
    1401 S COLLEGE
    LEVELLAND,TX79336     		NONE PAID 1ST OF 3 YEARS; RETAIN NURSING PROGR 81,050
    SOUTH PLAINS FOOD BANK
    4612 LOCUST AVENUE
    LUBBOCK,TX79404     		NONE PAID MOBILE PANTRY FOOD; JOHN DEERE TRACT 100,000
    SOUTH PLAINS WILDLIFE REHABILITATIO
    3308 95TH STREET
    LUBBOCK,TX79423     		NONE PAID SUPPORT EDUCATION TOWARDS WILDLIFE C 5,000
    SPECIAL OLYMPICS TEXAS
    1318 13TH STREET
    LUBBOCK,TX79401     		NONE PAID SUPPORT TOWARDS PROGRAMMING 15,000
    SUPPORTERS OF THE FINE ARTS (SOFA)
    PO BOX 53005
    LUBBOCK,TX79453     		NONE PAID EXHIBITS PROGRAMMING AT BUDDY HOLL 61,551
    SUSAN G KOMEN FOR THE CURE
    7412 UNIVERSITY STE 2
    LUBBOCK,TX79423     		NONE PAID RACE FOR THE CURE 20,000
    TEXAS 4H FOUNDATION
    PO BOX 11020
    COLLEGE STATION,TX77842     		NONE PAID SUPPORT TOWARDS OPERATING EXPENSES 20,000
    TEXAS RAMP PROJECT
    PO BOX 832065
    RICHARDSON,TX75083     		NONE PAID SUPPORT TOWARDS CLIENTS IN LUBBOCK C 3,000
    TEXAS TECH UNIVERSITY MUSEUM
    PO BOX 43191
    LUBBOCK,TX79408     		NONE PAID SUPPORT DOCENT PROGRAM, TRAVELING EX 61,500
    TEXAS TECH UNIVERSITY FOUNDATION
    PO BOX 41081
    LUBBOCK,TX79408     		NONE PAID SUPPORT TOWARDS TIER 1 ADVANCEMENT A 2,019,918
    TTUHSC
    PO BOX 6252
    LUBBOCK,TX79408     		NONE PAID SUPPORT TOWARDS IVIS LUMINA II XR AN 100,000
    THE KNOWLEDGE CENTER
    5601 19TH STREET
    LUBBOCK,TX79407     		NONE PAID SUPPORT TOWARDS PROGRAMMING 12,450
    TRINITY CHRISTIAN SCHOOLS
    6701 UNIVERSITY
    LUBBOCK,TX79413     		NONE PAID SUPPORT TOWARDS FINE ART PROGRAMS 12,572
    TX INTERSCHOLASTIC LEAGUE FD(TILF)
    PO BOX 8028
    AUSTIN,TX78713     		NONE PAID SCHOLARSHIPS: LUBBOCK, COCHRAN, HOCK 68,250
    TX SCOTTISH RITE HOSPITAL FOR CHILD
    2222 WELBORN STREET
    DALLAS,TX75219     		NONE PAID ASSIST W/ COSTS OF PAVLIK HARNESSES 15,000
    UMC FOUNDATION
    PO BOX 5980
    LUBBOCK,TX79408     		NONE PAID SUPPORT TOWARDS NEONATAL EQUIPMENT 50,000
    UNDERWOOD CENTER FOR THE ARTS
    511 AVENUE K
    LUBBOCK,TX79401     		NONE PAID 1ST OF 2 YRS; NEW POSITION OF DEVELO 90,000
    US GREEN BLDG COUNCILWEST TX
    PO BOX 94873
    LUBBOCK,TX79493     		NONE PAID EXPENSES OF ANNUAL "SPRING 5,000
    VOLUNTEER CENTER OF LUBBOCK
    1706 23RD STE 201
    LUBBOCK,TX79411     		NONE PAID LUBBOCK AREA YOUTH CONNECTION PROGRA 78,770
    VOLUNTEER CENTER OF LUBBOCK
    1706 23RD STE 201
    LUBBOCK,TX79411     		NONE PAID RURAL YOUTH CONNECTION PROGRAMMING 67,250
    VOLUNTEER SERVICES COUNCIL
    PO BOX 5396
    LUBBOCK,TX79408     		NONE PAID SUPPORT TOWARDS EQUIPMENT NEEDS 35,000
    WAYLAND BAPTIST UNIVERSITY
    801 N QUAKER
    LUBBOCK,TX79416     		NONE PAID FURNITURE FOR LUBBOCK CAMPUS FRONT F 7,000
    WEST TEXAS CHILDREN'S CHORUS
    PO BOX 93351
    LUBBOCK,TX79493     		NONE PAID SUPPORT TOWARDS SCHOLARSHIPS AND FEE 2,400
    WOMEN'S PROTECTIVE SERVICES
    PO BOX 54089
    LUBBOCK,TX79453     		NONE PAID OPERATING SUPPORT; 27-COMPUTER NETWO 75,000
    YWCA MAIN FACILITY
    3101 35TH STREET
    LUBBOCK,TX79413     		NONE PAID RENOVATION OF EXTERIOR OF COMPLEX 210,000
    Total .................................bullet 3a 6,372,906
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2012)
    Form 990-PF (2012)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3Interest on savings and temporary cash investments     14 23,524  
    4 Dividends and interest from securities....     14 3,716,492  
    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.....     15 8,714,116  
    8Gain or (loss) from sales of assets other than inventory     18 3,203,445 1,592
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aMALLET RANCH - CROP SALES         16,642
    bMALLET RANCH-GRASS LEASES         1,678
    cMALLET RANCH-DAMAGES         34,384
    dMALLET RANCH-SURFACE RENTAL         15,191
    eMALLET RANCH-PATRONAGE DIV         3,661
    fMALLET RANCH - CROP INS PRO         20,672
    gDEVITT-JONES FARM-DAMAGES I         54
    hOTHER INCOME         1,268
    i12B-1 FEES         47,412
    12 Subtotal. Add columns (b), (d), and (e)..   15,657,577 142,554
    13Total. Add line 12, columns (b), (d), and (e)..................
    1315,800,131
    (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 (2012)
    Form 990-PF (2012)
    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
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2012)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2012 AccountingFeesSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INDIRECT ACCOUNTING FEES 17,785 1,779   16,006

    TY 2012 CompensationExplanation
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Person Name Explanation
    DON GRAF  
    KAY SANFORD  
    KEVIN G MCMAHON  
    KATHY GILBREATH  
    CAROL MCWHORTER  

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

    TY 2012 DepreciationSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included
    DEPRECIATION   8,088 8,088 MACRS SL CLASS LIFE 7.0000        

    TY 2012 InvestmentsCorpStockSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Name of Stock End of Year Book Value End of Year Fair Market Value
    US SMALL CAP VALUE PORTFOLIO 4,708,055 4,997,031
    DFA INTL SMALL CAP VALUE PORTFOLIO 4,085,369 4,029,790
    EMERGING MARKETS VALUE PORTFOLIO 8,305,189 8,379,595
    PRIVATE ADVISORS STABLE VALUE FUND 4,500,000 5,993,786
    WASHINGTON MUTUAL INVESTORS FD 7,341,203 8,457,784
    PIMCO REAL RETURN FUND 7,005,814 7,622,360
    PIMCO DIVERSIFIED INCOME FUND 6,591,633 7,340,430
    POINTER OFFSHORE, LTD 2,300,000 6,526,286
    EUROPACIFIC GROWTH FUND 12,867,906 15,930,536
    BLACKROCK EQUITY INDEX FUND 27,106,205 30,475,437
    BLACKROCK MID CAP INDEX FUND 9,989,577 11,546,612
    BLACKROCK RUSSELL 2000 INDEX FUND 9,908,693 12,201,526
    PIMMCO TOTAL RETURN FUND 16,893,034 17,353,959
    FIDELITY REAL ESTATE HIGH INCOME FUN 3,628,342 4,459,985

    TY 2012 InvestmentsLandSchedule2
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Category/ Item Cost/Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    MALLET RANCH-LAND & IMPROVEMENTS 355,486 140,731 214,755 362,779
    DEVITT JONES FARM-LAND & IMPROVEMENT 29,866 3,187 26,679 29,866
    OFFICE EQUIPMENT 7,817 7,817   1,000
    MINERAL INTERESTS 9,280,061 9,280,061   27,901,134

    TY 2012 LegalFeesSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INDIRECT LEGAL FEES 9,184 918   8,266


    TY 2012 OtherAssetsSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    ACCOUNTS RECEIVABLE-OIL RUNS 37,545 37,545 37,545
    ACCOUNTS RECEIVABLE-SWEEP INCOME 1,387 1,387 1,387
    INVESTMENT IN MALLET RANCH 254,576 215,166 215,166
    INVESTMENT IN DEVITT-JONES FARM 13,831 12,858 12,858
    ACCOUNTS RECEIVABLE-IN TRANSIT MONEY   2,200,000 2,200,000


    TY 2012 OtherExpensesSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXPENSES        
    CONTRACT LABOR 4,024 402   3,622
    INSURANCE 5,350 535   4,815
    OFFICE SUPPLIES/EXPENSE 9,283 928   8,355
    MALLET RANCH-RANCH SURVELLANC 36 36    
    MALLET RANCH-PAYROLL 14,163 14,163    
    MALLET RANCH - PAYROLL TAXES 1,114 1,114    
    MALLET RANCH - PROFESSIONAL F 18,018 18,018    
    MALLET RANCH-CHEMICALS 552 552    
    MALLET RANCH - SUPPLIES 151 151    
    MALLET RANCH-DUES AND SUBSCRI 26 26    
    MALLET RANCH-TELEPHONE 41 41    
    MALLET RANCH-AUTO EXPENSE 645 645    
    MALLET RANCH-INSURANCE 1,411 1,411    
    MALLET RANCH-MEALS 12 12    
    MALLET RANCH-DEPRECIATION 2,604 2,604    
    MALLET RANCH-MISCELLANEOUS 447 447    
    MALLET RANCH - AREA PRODUCTIO 953 953    
    DEVITT JONES FARM-INSURANCE 428 428    
    DEVITT JONES FARM - PROFESSIO 599 599    
    DEVITT JONES FARM-DEPRECIATIO 66 66    
    DEVITT JONES FARM-MISCELLANEO 12 12    


    TY 2012 OtherIncomeSchedule2
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    ROYALTIES 8,714,116 8,714,116  
    MALLET RANCH - CROP SALES 16,642 16,642  
    MALLET RANCH-GRASS LEASES 1,678 1,678  
    MALLET RANCH-DAMAGES 34,384 34,384  
    MALLET RANCH-SURFACE RENTALS 15,191 15,191  
    MALLET RANCH-PATRONAGE DIV 3,661 3,661  
    MALLET RANCH - CROP INS PRO 20,672 20,672  
    DEVITT-JONES FARM-DAMAGES INC 54 54  
    OTHER INCOME 1,268 1,268  
    12B-1 FEES 47,412 47,412  


    TY 2012 OtherIncreasesSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Description Amount
    PREFERENCE DEPLETION 1,307,117


    TY 2012 OtherProfessionalFeesSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OIL & GAS CONSULTING 11,851 11,851    
    INVESTMENT FEES 34,098 34,098    
    ADVISORY FEES 42,319 42,319    


    TY 2012 TaxesSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAXES 300,008      
    OIL & GAS SEVERANCE TAXES 367,698 367,698    
    PROPERTY TAXES 590,205 590,205