TY 2012 Form 990PF

- TIN:

Form990-PF
Click to see attachment

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
The Dixon Water Foundation

Number and street (or P.O. box number if mail is not delivered to street address)4528 County Road Room/suite

City or town, state, and ZIP code
Decatur, TX76234

A Employer identification number

75-2521176

B Telephone number (see instructions)

(940) 768-2740

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address changeName change

D 1. Foreign organizations, check here ............. bullet

2. Foreign organizations meeting the 85% test,
check here and attach computation ........... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$54,127,872J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

E If private foundation status was terminated
under section 507(b)(1)(A), check here ......... bullet

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ......... bullet

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)
2	Check
3	Interest on savings and temporary cash investments	1,380		1,380	1,380
4	Dividends and interest from securities......	67,415		67,415	67,415
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		114,477
b	Gross sales price for all assets on line 6a 575,029
7	Capital gain net income (from Part IV, line 2)...			114,477
8	Net short-term capital gain.........				15,439
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).......		1,618,058	1,618,142
12	Total. Add lines 1 through 11........	1,801,330		1,801,414	84,234
13	Compensation of officers, directors, trustees, etc.	295,316		147,658		147,658
14	Other employee salaries and wages......	4,640				4,640
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		26,475	13,238		13,237
b	Accounting fees (attach schedule).......		6,418	3,209		3,209
c	Other professional fees (attach schedule)....		45,700	25,612
17	Interest...............
18	Taxes (attach schedule) (see instructions)		90,739			44,064
19	Depreciation (attach schedule) and depletion...		129,851
20	Occupancy..............
21	Travel, conferences, and meetings.......	41,218
22	Printing and publications..........	1,381
23	Other expenses (attach schedule).......		166,936	414		63,469
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	808,674		190,131		276,277
25	Contributions, gifts, grants paid........	916,511				916,511
26	Total expenses and disbursements. Add lines 24 and 25	1,725,185		190,131		1,192,788
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	76,145
b	Net investment income (if negative, enter -0-)			1,611,283
c	Adjusted net income (if negative, enter -0-)...				84,234

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2012)

Form 990-PF (2012)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............	1,590,324	1,218,576	1,218,576
	2	Savings and temporary cash investments..........
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........	28,000	36,000	36,000
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........	3,691,453	4,239,131	4,239,131
	c	Investments—corporate bonds (attach schedule)........
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........	5,629,442	9,010,875	9,010,875
	14	Land, buildings, and equipment: basis 38,911,372
		Less: accumulated depreciation (attach schedule) 673,058	38,152,320	38,238,314	38,238,314
	15	Other assets (describe )	1,031,229	1,384,976	1,384,976
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	50,122,768	54,127,872	54,127,872
	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 )	4,918	1,187
	23	Total liabilities (add lines 17 through 22)..........	4,918	1,187
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........	1,000	1,000
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	50,116,850	54,125,685
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	50,117,850	54,126,685
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	50,122,768	54,127,872

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	50,117,850
2	Enter amount from Part I, line 27a.....................	2	76,145
3	Other increases not included in line 2 (itemize)	3	3,932,690
4	Add lines 1, 2, and 3..........................	4	54,126,685
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	54,126,685

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.)
1a
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
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69
(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
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	114,477
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . . . .		3	15,439

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No

If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2011	820,536	11,388,908	0.07205
2010	883,029	9,776,080	0.09033
2009	1,064,473	9,683,617	0.10993
2008	1,154,553	12,818,499	0.09007
2007	705,893	5,918,295	0.11927

2	Total of line 1, column (d) ......................	2	0.48164
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	0.09633
4	Enter the net value of noncharitable-use assets for 2012 from Part X, line 5.....	4	21,475,549
5	Multiply line 4 by line 3.......................	5	2,068,697
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	16,113
7	Add lines 5 and 6.........................	7	2,084,810
8	Enter qualifying distributions from Part XII, line 4..............	8	1,192,788
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)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A” on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	32,226
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2............................	3	32,226
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	32,226
6	Credits/Payments:

a	2012 estimated tax payments and 2011 overpayment credited to 2012	6a	36,000
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	36,000
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	142
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	3,632
11	Enter the amount of line 10 to be: Credited to 2013 estimated tax3,632	Refunded	11

Part VII-A

Statements Regarding Activities

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

Yes

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

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

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

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

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

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

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

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

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

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If “Yes,” attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

If “Yes,” has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If “Yes,” attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2012 or the taxable year beginning in 2012 (see instructions for Part XIV)?

If “Yes,” complete Part XIV.............................

Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.

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

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

Yes

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

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

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

Yes

Website address bullet

N/A

The books are in care of bullet

THE DIXON WATER FOUNDATION Telephone no. bullet

(940) 768-2740

Located at bullet

4528 COUNTY ROAD 398DECATURTX ZIP+4 bullet

76234

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

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? .................

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)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?.........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?.................YesNo

(6) Agree to pay money or property to a government official? (Exception. Check “No”

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).........YesNo

If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...

Organizations relying on a current notice regarding disaster assistance check here......... bullet

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2012?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2012, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2012?...............YesNo

If “Yes,” list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer “No” and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year?.........................YesNo

If “Yes,” did it have excess business holdings in 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.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2012?

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......

Organizations relying on a current notice regarding disaster assistance check here......... bullet

If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?............YesNo

If “Yes,” attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract?........................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....

If “Yes” to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (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
HUGH ALJOE	Director 1.00	0
2510 SAM NOBLE PKWY ARDMORE,OK73401	Director 1.00	0
SAM MONTOYA	ADVISORY BOARD 1.00	0
TWO SANDIA PLAZA BERNALILLO,NM87004	ADVISORY BOARD 1.00	0
DR BONNIE WARNOCK	ADVISORY BOARD 1.00	0
RAS CENTER BOX C-16 ALPINE,TX79832	ADVISORY BOARD 1.00	0
DR RICHARD TEAGUE	ADVISORY BOARD 1.00	0
BOX 1658 VERNON,TX76385	ADVISORY BOARD 1.00	0
Laura L Whiting	Director 1.00	0
5005 LBJ Freeway 2200 Dallas,TX75244	Director 1.00	0
Kathy Smyth	V/Chairmen/VP 1.00	0
7630 Riverpoint Drive Houston,TX77063	V/Chairmen/VP 1.00	0
Leslie C Rauscher	Director 1.00	0
6227 Malcolm Drive Dallas,TX75214	Director 1.00	0
MELISSA BOOKHOUT	Treasurer 35.00	65,000		17,647
4528 COUNTY ROAD 398 DECATUR,TX76234	Treasurer 35.00	65,000		17,647
Walt Davis	Director 1.00	0
262 SR 70E Calera,OK74730	Director 1.00	0
JERRY ADDISON	Director 1.00	0
P O BOX 629 BOWIE,TX76230	Director 1.00	0
Janet Samford	Secretary 35.00	40,733		8,620
P O Box 870545 Mesquite,TX75187	Secretary 35.00	40,733		8,620
Clinton W Josey Jr	Chairman/VP 40.00	0
6060 N Central Expy 560 Dallas,TX75206	Chairman/VP 40.00	0
Robert J Potts	Pres/CEO 40.00	189,583		23,736
P O BOX 177 MARFA,TX79843	Pres/CEO 40.00	189,583		23,736

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

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	Soil Health Workshop [9/26/2012] Ray Archuleta of the Natural Resource Conservation Service gave a one day lecture on soil health and its importance in ranch management. The event was held at North Central Texas College in Gainesville, Texas and attended by approximately 50 persons. Lunch was provided by The Dixon Water Foundation.	3,636
2	Soil Food Web Lecture and Workshop [9/26/2012-9/28/2012] The two day event was held at the campus of North Central Texas College, Gainesville, Texas, and attended by approximately 230 persons. Dr. Elaine Ingham gave the lecture on 9/26/2012 and conducted the workshop the following two days. The workshop focused on ways to test or check the health of soil on landowners' property. If soil is found unhealthy, ways to correct that condition were discussed, i.e., rotational grazing, composting, etc. Lunch was provided by The Dixon Water Foundation.	14,929
3	Michael Pollan lecture and ranch tour [9/2/2012-9/3/2012] This event was sponsored by "Ballroom Marfa" with funding from The Dixon Water Foundation. Michael Pollan, author, gave a lecture the first day of the event. The second day of the event was a ranch tour at the Dixon Mimms Ranch in Marfa, Texas led by Bonnie Warnock of Sul Ross State University. The event was attended by approximately 100 persons. Breakfast was provided by The Dixon Water Foundation.	12,250
4	Gearld Fry (American Herbataurus Society) and Steve Campbell conducted a two day workshop on "Sustainable Cattle Production" [12/13/2012-12/14/2012]. The workshop was attended by approximately 30 farmers and ranchers. The workshop focused on ways of monitoring and looking at cattle to determine if they will be good for breeding/reproduction. The event was held at North Central Texas College in Gainesville, Texas.Lunch was provided by The Dixon Water Foundation.	7,761

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


2


All other program-related investments. See page 24 of the instructions.
3

Total. Add lines 1 through 3.......................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

4,371,694

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

1,072,737

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

16,358,157

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

21,802,588

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

21,802,588

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

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

327,039

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

21,475,549

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

1,073,777

Part XI

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

1,073,777

Tax on investment income for 2012 from Part VI, line 5......

32,226

Income tax for 2012. (This does not include the tax from Part VI.)...

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

32,226

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

1,041,551

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

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

1,041,551

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

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

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

1,041,551

Part XII

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

1,192,788

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

1,192,788

Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income. Enter 1% of Part I, line 27b (see instructions).................

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

1,192,788

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)

Page 8

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2012
1 Distributable amount for 2012 from Part XI, line 7			1,041,551
2 Undistributed income, if any, as of the end of 2012:
a Enter amount for 2011 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2012:
a From 2007.......	424,661
b From 2008.......	569,441
c From 2009.......	604,812
d From 2010.......	443,909
e From 2011.......	284,385
fTotal of lines 3a through e.........		2,327,208
4Qualifying distributions for 2012 from Part
XII, line 4: $ 1,192,788
a Applied to 2011, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see instructions)......
c Treated as distributions out of corpus (Election required—see instructions).........		0
d Applied to 2012 distributable amount.....			1,041,551
e Remaining amount distributed out of corpus		151,237
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		2,478,445
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 ..........			0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) .............
8Excess distributions carryover from 2007 not applied on line 5 or line 7 (see instructions) ...		424,661
9Excess distributions carryover to 2013. Subtract lines 7 and 8 from line 6a ......		2,053,784
10 Analysis of line 9:
a Excess from 2008....	569,441
b Excess from 2009....	604,812
c Excess from 2010....	443,909
d Excess from 2011....	284,385
e Excess from 2012....	151,237

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 section4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2012	(b) 2011	(c) 2010	(d) 2009	(e) Total

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

Part XV

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

1Information Regarding Foundation Managers:

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

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

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

Check here bullet

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

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

ROBERT J POTTS
P O BOX 177
MARFA,TX79843
(432) 729-4600

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

2 - 3 PAGE DESCRIPTION OF PROJECT ALONG WITH BUDGET AND SUPPORTING MATERIALS.

cAny submission deadlines:

NONE

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

LIMITED TO LAND MANAGEMENT, WATERSHED PROTECTION AND EDUCATION.

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
SUL ROSS STATE UNIVERSITY P O BOX C-16 ALPINE,TX79832	NONE	PUB UNIVE	CATTLE FOR GENETIC STUDY	14,400
KATY PRAIRIE CONVERCANCY 3015 RICHMOND AVENUE HOUSTON,TX77098	NONE	PUB CHAR	RANCH MANAGER GRANT	75,000
THE TRUST FOR PUBLIC LAND 10 MILK STREET BOSTON,MA02108	NONE	PUB CHAR	TRINITY RIVER PLANNING	25,000
NORTH CENTRAL STATE COLLEGE 1525 W CALIFORNIA GAINESVILLE,TX76240	NONE	PUB UNIVE	PACE GRANT	114,600
GUADALUPE-BLANCO RIVER TRUST 933 EAST COURT STREET SEGUIN,TX78155	NONE	PUB CHAR	RIPARIAN WORKSHOPS GRANT	10,000
SOIL CARBON COALITION 501 SOUTH STREET ENTERPRISE,OR97828	NONE	PUB CHAR	SOIL TESTING FOR CARBON	7,800
HOLISTIC MANAGEMENT INTERNATIONAL 5941 JEFFERSON STREET NE ALBUQUERQUE,NM87109	NONE	PUB CHAR	2012 GRANT	50,000
A ROCHA USA INC PO BOX 1338 FREDERICKSBURG,TX78624	NONE	PUB CHAR	FRIO RIVER PROJECT GRANT	75,000
AUSTIN COLLEGE 900 NORTH GRAND AVE SUITE 6G SHERMAN,TX75090	NONE	PUB UNIVE	LAND MANAGEMENT	12,000
UTAH STATE UNIVERSITY 1400 OLD MAIN HILL LOGAN,UT84322	NONE	PUB UNIVE	PROVENZA RESEARCH	18,000
NORTH CENTRAL STATE COLLEGE 1525 W CALIFORNIA GAINSVILLE,TX76240	NONE	PUB UNIVE	2 INTERNS FOR 2 SEMESTERS	13,376
SUL ROSS STATE UNIVERSITY P O BOX C-16 ALPINE,TX79832	NONE	PUB UNIVE	HEREFORD GENETIC GRANT	40,992
THE NATURE CONSERVENCY P O BOX 1440 SAN ANTONIO,TX78295	NONE	PUB CHAR	GRAZING INFRASTRUCTURE	95,000
BORDERLANDS RESEARCH INSTITUTE AT S P O BOX C-16 ALPINE,TX79832	NONE	PUB UNIVE	MICROFLORA GRANT	40,714
BORDERLANDS RESEARCH INSTITUTE AT S P O BOX C-16 ALPINE,TX79832	NONE	PUB UNIVE	MONITORING GRANT	25,000
MARFA PUBLIC RADIO PO BOX 238 MARFA,TX79843	NONE	PUB CHAR	2012 NATURE NOTES	20,000
TEXAS TECH UNIVERSITY BOX 41034 LUBBOCK,TX79409	NONE	PUB UNIVE	WATERSHED RESEARCH	6,629
TEXAS LAND CONSERVANCEY PO BOX 162481 AUSTIN,TX78716	NONE	PUB CHAR	WATERSHED PLANNING	15,000
NUECES RIVER AUTHORITY P O BOX 349 UVALDE,TX78802	NONE	PUB CHAR	RIPARIAN NETWORK	31,000
OLSA 35878 CIMARRON ROAD WAYNOKA,OK73860	NONE	PUB CHAR	OPERATIONAL SUPPORT	15,000
BORDERLANDS RESEARCH INSTITUTE AT S P O BOX C-16 ALPINE,TX79832	NONE	PUB UNIVE	TEXAS NATIVE SEEDS GRANT	20,000
QUIVERA COALITION INC 1413 SECOND STREET 1 SANTA FE,NM87505	NONE	PUB CHAR	RANCH APPRENTICE PROGRAM	30,000
TEXAS AGRILIFE RESEARCH 2147 TAMUS COLLEGE STATION,TX77843	NONE	PUB UNIVE	GRASSLAND CONSERVATION	22,000
OGALLALA COMMONS INC BOX 346 NAZARETH,TX79063	NONE	PUB UNIVE	GRANT LANDOWNER TRAINING	50,000
THE NATURE CONSERVANCY P O BOX 1440 SAN ANTONIO,TX78295	NONE	PUB CHAR	WYOMING ECOSYSTEM	5,000
UNIVERSITY OF NORTH TEXAS P O BOX 305250 DENTON,TX76203	NONE	PUB UNIVE	QUAIL GRANT	50,000
CONNEMARA CONSERVANCY FOUNDATION 1314 W MCDERMOTT ALLEN,TX75013	NONE	PUB CHAR	CONSERVATION EASEMENT	35,000
Total ................................. 3a				916,511

bApproved for future payment

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

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	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments			1	1,380
4 Dividends and interest from securities....			14	67,415
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			18	114,477
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aROYALTY PAYMENT			1	1,448,099
bPARTNERSHIP INCOM/LOSS			1	-931
cMISCELLANEOUS INCOME			1	171,491
dLEASE/WATER INCOME			1	-601
e
12 Subtotal. Add columns (b), (d), and (e)..				1,801,330

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

131,801,330

(See worksheet in line 13 instructions to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)

Form 990-PF (2012)

Page 12

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section

Yes

501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If “Yes,” complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name Firm's address			Firm's EIN
				Phone no.

Form 990-PF (2012)

Additional Data

Software ID:	12000229
Software Version:	2012v2.0

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2012 AccountingFeesSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:12000229

Software Version:2012v2.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES @ 50%		3,209	0	3,209
ACCOUNTING FEES	6,418	0	0	0

- TIN:

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

TY 2012 DepreciationSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:12000229

Software Version:2012v2.0

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense
2012 FORD F35A TRUCK	2012-02-16	40,531		53	20.00 %	8,106
IMPROVEMENTS	2012-06-30	49,592		67	3.33 %	1,651
PAVILLION COSTS	2012-09-30	104,438		87	0.75 %	782
IMPROVEMENTS	2012-06-30	8,890		67	3.33 %	296
IMPROVEMENTS	2012-06-30	3,104		67	3.33 %	103
IMPROVEMENTS	2012-06-30	9,290		67	3.33 %	309
ROBERT WHITE WELL SERVICE	2011-10-14	4,971	83	91	15.0000	331
COLUMBIA STREET HOUSE	2011-01-10	248,280	8,653	85	3.64 %	9,027
IMPROVEMENTS	2011-06-30	256,660	8,547	67	6.67 %	17,119
IMPROVEMENTS	2011-09-30	21,578	719	67	6.67 %	1,439
RANCH HOUSE	2010-06-30	2,929	164	85	3.64 %	106
FENCING	2010-06-30	57,374	5,738	67	6.67 %	3,827
WATER TANKS & STORAGE	2009-06-30	275,411	45,911	67	6.67 %	18,370
FENCING	2009-06-30	171,880	28,652	67	6.67 %	11,464
RANCH HOUSE	2009-06-30	295,147	27,278	85	3.64 %	10,732
CHEYENNE CAB HIGH TOPPER	2009-10-16	1,351	961	53	11.52 %	156
GRAZING ENCLOSURE	2009-08-04	700	113	91	15.0000	47
KUBOTA MOWER & STIHL TRIM	2009-09-10	8,359	5,952	53	11.52 %	963
RANCH HOUSE	2008-11-30	7,326	831	85	3.64 %	266
WOOD STOVE	2008-09-10	2,000	953	91	7.0000	286
T-POSTS	2008-05-01	720	176	91	15.0000	48
CATTLE GUARD	2008-03-31	1,566	390	91	15.0000	104
WATER WELL	2008-02-27	7,050	1,802	91	15.0000	470
GRAVEL ROAD	2008-01-30	5,200	1,359	91	15.0000	347
HOUSE	2008-06-30	234,235	30,165	85	3.64 %	8,517
CORRALS	2007-12-12	4,208	2,704	58	14.28 %	601
RANCH IMPROVEMENTS	2007-02-22	1,610	482	67	6.67 %	107
GREENHOUSE	2007-03-13	7,002	1,575	69	5.00 %	350
CONSERVATION DEVELOPMENT	2007-01-23	4,419	1,327	67	6.67 %	295
NEW BARN	2007-10-30	14,840	3,339	69	5.00 %	742
IMPROVEMENTS	2007-10-10	22,946	6,884	67	6.67 %	1,530
CORRALS	2007-10-30	500	320	58	14.28 %	71
FENCING	2007-06-30	85,753	55,131	58	14.28 %	12,246
HANGARS	2007-10-30	16,068	1,734	87	2.56 %	412
LANDSCAPING	2007-05-29	2,850	1,831	58	14.28 %	407
WATER WELL	2007-03-22	10,932	4,121	66	6.23 %	681
PONDS	2007-02-12	1,256	283	69	5.00 %	63
FRAMING - BLUEBONNETS	2007-10-27	1,514	972	58	14.28 %	216
FRAMING - CONFERENCE ROOM	2007-10-27	1,142	734	58	14.28 %	163
FURNITURE	2007-09-10	3,528	2,268	58	14.28 %	504
FENCES	2006-07-01	7,850	2,660	68	4.89 %	384
TRAILERS	2006-10-12	6,139	4,604	57	8.93 %	548
FENCES	2006-09-19	850	289	68	4.89 %	42
CORRALS	2006-06-14	570	489	57	8.93 %	51
IMPROVEMENTS	2006-08-31	8,914	3,021	68	4.89 %	436
POND	2006-03-20	245	60	69	5.00 %	12
PONDS	2005-12-31	7,132	1,785	69	5.00 %	357
WATER WELLS/DRAINAGE	2006-07-01	8,633	2,854	69	5.00 %	432
PONDS	2006-11-09	1,167	232	91	20.0000	58
PLANNING - ARCHITECTS	2006-11-30	30,012	4,364	85	3.64 %	1,091
SEEDING HERITAGE CENTER	2006-11-30	7,482	1,870	69	5.00 %	374
FENCES LANDSCAPING-GRASS	2006-10-31	112,560	84,419	57	8.93 %	10,052
CORRALS	2006-05-19	4,272	3,661	57	8.93 %	381
BARN	2006-06-30	22,281	7,967	68	4.89 %	1,089
WATER WELL	2005-09-01	9,425	4,694	66	5.90 %	556
PONDS	2005-09-01	6,327	1,580	69	5.00 %	316
BUILDINGS	2005-09-01	9,247	3,672	68	4.52 %	418

- TIN:

TY 2012 GeneralExplanationAttachment

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:12000229

Software Version:2012v2.0

Identifier	Return Reference	Explanation
		THE DIXON WATER FOUNDATIONATTACHMENT TO FORM 990-PFPART VII-A, ITEM 11THE DIXON WATER FOUNDATION WAS THE SOLE MEMBER OF DF HOLDINGS, INC., A TITLE-HOLDING CORPORATION THAT WAS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501[C][2] OF THE INTERNAL REVENUE CODE. DF HOLDINGS, INC. OWNED ALL OF THE STOCK OF DIXON RANCHES, INC., A FOR-PROFIT CORPORATION. DF HOLDINGS, INC. WAS LIQUIDATED AND DISSOLVED IN DECEMBER, 2009 AND TRANSFERRED ITS DIXON RANCHES, INC. STOCK TO THE DIXON WATER FOUNDATION. THE DIXON WATER FOUNDATION DID NOT RECEIVE ANY ITEMS OF INCOME DESCRIBED IN SECTION 512[B][13], DIRECTLY OR INDIRECTLY, FROM DIXON RANCHES, INC. DURING THE CURRENT YEAR.THE SOLE PURPOSE OF DIXON RANCHES, INC. IS TO PRACTICE HOLISTIC RANCH MANAGEMENT, CONSISTENT WITH THE DIXON WATER FOUNDATION'S CHARITABLE AND EDUCATIONAL PURPOSES. PRACTITIONERS OF HOLISTIC RANCH MANAGEMENT RECOGNIZE THAT IN ORDER FOR THIS MOVEMENT TO SUSTAIN ITSELF, THE ABILITY TO PRACTICE HOLISTIC RANCH MANAGEMENT ON A PROFITABLE BASIS MUST BE DEMONSTRATED CONTINUOUSLY. AS SUCH, DIXON RANCHES, INC. IS A FUNCTIONALLY RELATED BUSINESS WITHIN THE MEANING OF SECTION 4942[J][5] AND 4943[D][3] OF THE INTERNAL REVENUE CODE AND SECTION 53.4942[A]-2[C][3][III] OF THE TREASURY REGULATIONS.IN DECEMBER 2012, DIXON RANCHES, INC. WAS LIQUIDATED AND DISSOLVED.

- TIN:

TY 2012 LandEtcSchedule2

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:12000229

Software Version:2012v2.0

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
Miscellaneous	48,335	3,990	44,345	38,238,314
Land	36,524,941		36,524,941
Improvements	1,557,399	392,658	1,164,741
Buildings	559,279	100,433	458,846
Machinery and Equipment	15,715	13,231	2,484
Furniture and Fixtures	132,819	122,521	10,298
Auto./Transportation Equip.	72,884	40,225	32,659

- TIN:

TY 2012 LegalFeesSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:12000229

Software Version:2012v2.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LEGAL FEES @ 50%		13,238	0	13,237
LEGAL FEES	26,475	0	0	0

- TIN:

TY 2012 OtherAssetsSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:12000229

Software Version:2012v2.0

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
DUE FROM DIXON RANCHES, INC.	1,031,229	1,384,976	1,384,976

- TIN:

TY 2012 OtherExpensesSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:12000229

Software Version:2012v2.0

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
UTILITIES	7,070
TRAINING COURSES	730
TELEPHONE	5,840
REPAIRS - BEAR CREEK [OUTREACH]	6,357		6,357
Rental Expenses	827	414	413
RANCH COSTS - INSURANCE - W/C	10,062		10,062
POSTAGE AND DELIVERY	1,180
PAYROLL CONTRACTOR PAYMENTS	600
PARKING	217
OFFICE SUPPLIES	10,714
MISCELLANEOUS	651
MISCELLANEOUS	1,613
MEALS & ENTERTAINMENT	13,645
INTERNET	1,243
INSURANCE	59,550
EVENTS/SPONSORSHIPS [OUTREACH]	22,176		22,176
EDUCATIONAL SUPPLIES [OUTREACH]	23,651		23,651
DIRECT COSTS - LEO/PITTMAN RANCH	810		810

- TIN:

TY 2012 OtherIncomeSchedule2

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:12000229

Software Version:2012v2.0

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
ROYALTY PAYMENT	1,448,099
PARTNERSHIP INCOM/LOSS	-931
MISCELLANEOUS INCOME	171,491
LEASE/WATER INCOME	-601

- TIN:

TY 2012 OtherLiabilitiesSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:12000229

Software Version:2012v2.0

Description	Beginning of Year - Book Value	End of Year - Book Value
DUE TO DIXON RANCHES		1,061
TAX LIABILITY ACCOUNT - SUTA	2,629	2,070
TAX LIABILITY ACCOUNT	2,289	-1,944

- TIN:

TY 2012 OtherProfessionalFeesSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:12000229

Software Version:2012v2.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
CONSULTING FEES	20,088	0	0	0
BROKERAGE FEES - INVESTMENT ADVISOR	25,612	25,612	0	0

- TIN:

TY 2012 TaxesSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:12000229

Software Version:2012v2.0

Category	Amount	Disbursements for Charitable Purposes
TAXES - PROPERTY TAXES [OUTREACH]	39,835	39,835
TAXES - FEDERAL INCOME	33,440
PAYROLL TAXES - M. BOOKHOUT @ 4%		2,600
PAYROLL TAXES - J. SAMFORD @ 4%		1,629
PAYROLL TAXES	17,464