TY 2013 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bullet

Information about Form 990-PF and its instructions is at www.irs.gov/form990pf.

OMB No. 1545-0052

2013

Open to Public Inspection

For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013

Name of foundation
KIRKPATRICK FOUNDATION INC

Number and street (or P.O. box number if mail is not delivered to street address)1001 W WILSHIRE BLVD STE 201 Room/suite

City or town, state or province, country, and ZIP or foreign postal code
OKLAHOMA CITY, OK73116

A Employer identification number

73-0701736

B Telephone number (see instructions)

(405) 608-0934

C If exemption application is pending, check here bullet

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

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

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

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

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

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

$63,150,501J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

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

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


1	Contributions, gifts, grants, etc., received (attach schedule)	132,566
2	Check
3	Interest on savings and temporary cash investments	337,862		337,862
4	Dividends and interest from securities......	723,276		723,276
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		559,009
b	Gross sales price for all assets on line 6a 5,291,658
7	Capital gain net income (from Part IV, line 2)...			559,009
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).......		475,495	475,495
12	Total. Add lines 1 through 11........	2,228,208		2,095,642
13	Compensation of officers, directors, trustees, etc.	194,600		17,219	177,382
14	Other employee salaries and wages......	204,951		30,743	174,207
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		2,228	1,114	1,114
b	Accounting fees (attach schedule).......		14,700	7,350	7,350
c	Other professional fees (attach schedule)....		182,283	182,283
17	Interest...............
18	Taxes (attach schedule) (see instructions)		63,413	35,512
19	Depreciation (attach schedule) and depletion...		11,103
20	Occupancy..............	8,801		4,401	4,400
21	Travel, conferences, and meetings.......	11,934		5,967	5,967
22	Printing and publications..........	12,017		6,009	6,008
23	Other expenses (attach schedule).......		265,493	21,393	244,100
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	971,523		311,991	620,528
25	Contributions, gifts, grants paid........	2,169,950			2,169,950
26	Total expenses and disbursements. Add lines 24 and 25	3,141,473		311,991	2,790,478
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-913,265
b	Net investment income (if negative, enter -0-)			1,783,651
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2013)

Form 990-PF (2013)

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
Part II		Balance Sheets		(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............
	2	Savings and temporary cash investments..........		4,704,524	5,468,212	5,468,212
	3	Accounts receivable 168,004
		Less: allowance for doubtful accounts		155,473	168,004	168,004
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)		2,371,385	2,619,590	2,534,786
	b	Investments—corporate stock (attach schedule)........		22,596,294	23,276,415	43,148,059
	c	Investments—corporate bonds (attach schedule)........		12,554,475	9,957,422	9,978,151
	11	Investments—land, buildings, and equipment: basis 143,402
		Less: accumulated depreciation (attach schedule) 143,136		266	266	1,703,104
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis 303,518
		Less: accumulated depreciation (attach schedule) 238,052		3,361	65,466	65,466
	15	Other assets (describe )		84,719	84,719	84,719
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		42,470,497	41,640,094	63,150,501
		17	Accounts payable and accrued expenses..........		43,353	62,645
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 )
23		Total liabilities (add lines 17 through 22)..........		43,353	62,645
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................		42,427,144	41,577,449
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		42,427,144	41,577,449
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		42,470,497	41,640,094

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	42,427,144
2	Enter amount from Part I, line 27a.....................	2	-913,265
3	Other increases not included in line 2 (itemize)	3	63,570
4	Add lines 1, 2, and 3..........................	4	41,577,449
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	41,577,449

Form 990-PF (2013)

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
1 a	BANK AMER CORP DUE 08/15/2013	P
b	GOLDMAN SACHS GROUP INC.	P
c	CATERPILLAR FINANCIAL SERVICES DUE 0	P
d	IHS INC. CL A	P
e	FFCB DUE 04/01/2013 4.8%	P
	ILLINOIS TOOL WKS INC.	P
	INTL BUSINESS MACHINES CORP DUE 10/1	P
	ISHARES TR MSCI EAFE INDEX FD	P
	MERCK & CO INC DUE 02/15/2013	P
	JP MORGAN CHASE & CO.	P
	PEPSICO INC. DUE 02/15/2013	P
	KINDER MORGAN MGMT LLC	P
	TARGET CORP SR DUE 6/15/13	P
	MALLINCKRODT PLC	P
	WELLS FARGO & CO 4.95% 10/16/2013	P
	MSCI INC-A	P
	ACCENTURE PLC	P
	NETSUITE INC.	P
	AFFILIATED MANAGERS GROUP INC.	P
	ORACLE CORP	P
	APPLE COMPUTER INC.	P
	PROLOGIS	P
	CARMAX INC	P
	TEVA PHARMACEUTICAL INDS LTD ADR	P
	CHICAGO BRDG & IRON CO.	P
	TRIMBLE NAVIGATION LTD	P
	CME GROUP INC.	P
	VODAFONE GROUP PLC SPONS ADR	P
	COMCAST CORP CL A	P
	WALGREEN CO.	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	500,000	506,382	-6,382
b	23,054	33,218	-10,164
c	500,000	500,000
d	33,029	18,734	14,295
e	500,000	510,817	-10,817
	62,359	7,765	54,594
	500,000	507,173	-7,173
	41,197	50,673	-9,476
	500,000	510,914	-10,914
	143,182	111,538	31,644
	500,000	502,848	-2,848
	220	43	177
	500,000	486,765	13,235
	21	15	6
	100,000	107,838	-7,838
	33,170	30,100	3,070
	181,461	94,348	87,113
	98,339	22,680	75,659
	104,191	29,837	74,354
	53,056	28,681	24,375
	202,601	25,005	177,596
	39,928	7,094	32,834
	40,134	15,741	24,393
	283,574	347,194	-63,620
	65,947	33,748	32,199
	30,515	17,359	13,156
	74,036	107,246	-33,210
	43,634	34,845	8,789
	40,789	17,960	22,829
	97,221	66,088	31,133

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			-6,382
b			-10,164
c
d			14,295
e			-10,817
			54,594
			-7,173
			-9,476
			-10,914
			31,644
			-2,848
			177
			13,235
			6
			-7,838
			3,070
			87,113
			75,659
			74,354
			24,375
			177,596
			32,834
			24,393
			-63,620
			32,199
			13,156
			-33,210
			8,789
			22,829
			31,133

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	559,009
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	559,009

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))
2012	2,384,658	48,396,766	0.049273
2011	1,813,299	41,756,216	0.043426
2010	2,243,611	39,772,183	0.056412
2009	2,011,572	35,869,234	0.056081
2008	2,248,942	42,029,307	0.053509

2	Total of line 1, column (d) ......................	2	0.258701
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	0.051740
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	59,353,529
5	Multiply line 4 by line 3.......................	5	3,070,952
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	17,837
7	Add lines 5 and 6.........................	7	3,088,789
8	Enter qualifying distributions from Part XII, line 4..............	8	2,790,478
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 (2013)

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	35,673
	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	35,673
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	35,673
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	33,500
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c	25,000
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	58,500
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8	47
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	22,780
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax22,780	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 2013 or the taxable year beginning in 2013 (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) .............

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

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

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

Yes

Website address bullet

WWW.KIRKPATRICKFOUNDATION.COM/

The books are in care of bullet

KIRKPATRICK FOUNDATION Telephone no. bullet

(405) 840-2882

Located at bullet

1001 W WILSHIRE BLVD SUITE 201OKLAHOMA CITYOK ZIP+4 bullet

731268822

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

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

16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo

a bank, securities, or other financial account in a foreign country?

16 No

See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the

foreign country bullet

Form 990-PF (2013)

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 2013?.............

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 2013, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2013?...............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 2013 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 2013.)....................

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 2013?

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 (2013)

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
CHRISTIAN K KEESEE	CHAIRMAN 1.00	0	0	0
1001 W WILSHIRE BLVD SUITE 201 OKLAHOMA CITY,OK73116	CHAIRMAN 1.00	0	0	0
ROBERT CLEMENTS	PRESIDENT 1.00	0	0	0
6601 N HARVEY OKLAHOMA CITY,OK73113	PRESIDENT 1.00	0	0	0
MISCHA GORKUSCHA	TRUSTEE 1.00	0	0	0
6301 NORTH WESTERN SUITE 160 OKLAHOMA CITY,OK73118	TRUSTEE 1.00	0	0	0
DR JOE HOWELL	TRUSTEE 1.00	0	0	0
2826 WEST BRITTON ROAD OKLAHOMA CITY,OK73120	TRUSTEE 1.00	0	0	0
DR ANNE H MORGAN	TRUSTEE 1.00	0	0	0
4701 FOUNTAINGATE DRIVE NORMAN,OK73072	TRUSTEE 1.00	0	0	0
DAVID E RAINBOLT	TREASURER 1.00	0	0	0
101 NORTH BROADWAY OKLAHOMA CITY,OK73102	TREASURER 1.00	0	0	0
GEORGE RECORDS	TRUSTEE 1.00	0	0	0
PO BOX 26750 OKLAHOMA CITY,OK73126	TRUSTEE 1.00	0	0	0
MARK ROBERTSON	TRUSTEE 1.00	0	0	0
3033 NW 63RD ST SUITE 200 OKLAHOMA CITY,OK73116	TRUSTEE 1.00	0	0	0
MEG SALYER	TRUSTEE 1.00	0	0	0
722 NORTH BROADWAY OKLAHOMA CITY,OK73102	TRUSTEE 1.00	0	0	0
LAURA WARRINER	TRUSTEE 1.00	0	0	0
2400 NW 59TH ST OKLAHOMA CITY,OK73112	TRUSTEE 1.00	0	0	0
LIZ EICKMAN	TRUSTEE 1.00	0	0	0
1001 W WILSHIRE BLVD SUITE 201 OKLAHOMA CITY,OK73116	TRUSTEE 1.00	0	0	0
PAULETTE BLACK	EX-OFFICIO 40.00	79,810	11,463	0
1001 W WILSHIRE BLVD SUITE 201 OKLAHOMA CITY,OK73116	EX-OFFICIO 40.00	79,810	11,463	0
JEANNE HOFFMAN SMITH	TRUSTEE 1.00	0	0	0
1001 W WILSHIRE BLVD SUITE 201 OKLAHOMA CITY,OK73101	TRUSTEE 1.00	0	0	0
REBECCA LOVE MCCUBBIN	V. PRESIDENT 1.00	0	0	0
1001 W WILSHIRE BLVD SUITE 201 OKLAHOMA CITY,OK73101	V. PRESIDENT 1.00	0	0	0
LOUISA MCCUNE-ELMORE	SECRETARY 40.00	114,790	23,153	0
1001 W WILSHIRE BLVD SUITE 201 OKLAHOMA CITY,OK73116	SECRETARY 40.00	114,790	23,153	0
MAX WEITZENHOFFER	TRUSTEE 1.00	0	0	0
1001 W WILSHIRE BLVD SUITE 201 OKLAHOMA CITY,OK73116	TRUSTEE 1.00	0	0	0

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
DEBORAH J MILLER	ACCOUNTANT 40.00	62,898	9,960
1001 W WILSHIRE BLVD SUITE 201 OKLAHOMA CITY,OK73116	ACCOUNTANT 40.00	62,898	9,960








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	THIS PROGRAM INITIATED THE DESIGN, EDITING, PUBLICATION, AND MAILING OF 15,000 COPIES OF THE ARTDESK PERIODICAL, A PERIODICAL WHOSE PURPOSE IS TO EDUCATE STUDENTS AND THE GENERAL PUBLIC IN THE ARTS AND TO SUPPORT OTHER NONPROFIT ORGANIZATIONS IN COLORADO, OKLAHOMA, AND TEXAS. A TOTAL OF 11,700 COPIES HAVE BEEN DISTRIBUTED VIA SCHOOLS, NEWSTANDS, STORES, AND 186 CONTINUING SUBSCRIBERS.	174,476
2	A) PRODUCTION OF A DOCUMENTARY FILM ABOUT THE DOG TRAINING PROGRAM USING MALE PRISONERS AT AN OKLAHOMA PRISON. THE INITIAL SCREENING WAS VIEWED BY 480 PEOPLE. THE FILM WAS DONATED TO THE OKLAHOMA CITY COMMUNITY COLLEGE'S FILM DEPARTMENT. BECAUSE OF THE BENEFITS OF THE DOG TRAINING PROGRAM HIGHLIGHTED BY THIS FILM, A WOMEN'S PRISON FACILITY IS CONSIDERING A SIMILAR PROGRAM. B) FACILITATED TWO OKLAHOMA ROUNDTABLE FOR ANIMAL WELFARE MEETINGS WHICH BROUGHT TOGETHER 25-30 LEADERS OF ANIMAL PLATFORMS AND INDUSTRY TO DISCUSS THE WELL-BEING OF AND BEST PRACTICES IN THE HANDLING OF OKLAHOMA ANIMALS, CORE VALUES, INCLUDING RESPECT FOR DIFFERENCES AND A POSITION OF NON-ADVOCACY. C) CREATION OF A BASELINE STUDY AND TELEPHONE POLL TO ASSESS THE STATUS OF OKLAHOMA ANIMALS AND THEIR NEEDS AND THE PUBLICATION OF A BIENNIAL REPORT TO THE GENERAL PUBLIC FEATURING RESEARCH, PROGRESS, AND ONGOING EFFORTS. D) OTHER SERVICES AND ACTIVITIES SUPPORTING ANIMAL WELFARE THROUGHOUT THE STATE OF OKLAHOMA	46,733
3


4

Form 990-PF (2013)

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.)

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

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

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

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

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

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

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

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

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

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

2,967,676

Tax on investment income for 2013 from Part VI, line 5......

35,673

Income tax for 2013. (This does not include the tax from Part VI.)...

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

35,673

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

2,932,003

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

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

2,932,003

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

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

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

2,932,003

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 ..........

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

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

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 (2013)

Page 8

Part XIII

Undistributed Income (see instructions)

		(a) Corpus	(d) 2013
1 Distributable amount for 2013 from Part XI, line 7			2,932,003
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2013:
a From 2008.......	112,251
b From 2009.......	238,980
c From 2010.......	282,392
d From 2011.......
e From 2012.......
fTotal of lines 3a through e.........		633,623
4Qualifying distributions for 2013 from Part
XII, line 4: $ 2,790,478
a Applied to 2012, 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).........
d Applied to 2013 distributable amount.....			2,790,478
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2013.		141,525	141,525
(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		492,098
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 2012. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 ..........			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 2008 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......		492,098
10 Analysis of line 9:
a Excess from 2009....	209,706
b Excess from 2010....	282,392
c Excess from 2011....
d Excess from 2012....
e Excess from 2013....

Form 990-PF (2013)

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 2013, 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) 2013	(b) 2012	(c) 2011	(d) 2010	(e) Total

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

Part XV

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

1Information Regarding Foundation Managers:

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

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

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

Check here bullet

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

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

KIRKPATRICK FOUNDATION
1001 W WILSHIRE BLVD STE 201
OKLAHOMA CITY,OK73116
(405) 608-0934
LOUISA@KIRKPATRICKFOUNDATION.COM

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

THE APPLICATION SHOULD BE IN LETTER FORM SPECIFYING PURPOSE AND NEED.

cAny submission deadlines:

THE 15TH OF FEB, MAY, AUG, AND NOV FOR BOARD OF TRUSTEES MEETINGS.

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

SUPPORT TO CULTURAL, BENEVOLENT, EDUCATIONAL, ENVIRONMENTAL AND YOUTH-SERVING ORGANIZATIONS.

Form 990-PF (2013)

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
LYRIC THEATRE OF OKLAHOMA 1727 NW 16TH ST OKLAHOMA CITY,OK73106		CHARITABLE	GENERAL CHARITABLE PURPOSES	50,000
SEE ATTACHED VARIOUS VARIOUS,OK73116		CHARITABLE	GENERAL CHARITABLE PURPOSES	2,119,950
Total ................................. 3a				2,169,950

bApproved for future payment

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

Form 990-PF (2013)

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....
3 Interest on savings and temporary cash investments ............			14	337,862
4 Dividends and interest from securities....			14	723,276
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property .............
7 Other investment income.....
8 Gain or (loss) from sales of assets other than inventory .............			18	559,009
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aOIL & GAS ROYALTIES			15	456,051
bOIL & GAS LEASE BONUS			15	2,741
cOTHER INCOME			1	16,703
d
e
12 Subtotal. Add columns (b), (d), and (e)..				2,095,642

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

132,095,642

(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 (2013)

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

Yes

organizations?

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

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

1a(1)

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

1a(2)

Other transactions:

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

1b(1)

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

1b(2)

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

1b(3)

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

1b(4)

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

1b(5)

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

1b(6)

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

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

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

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

If "Yes," complete the following schedule.

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

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer 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 (2013)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Name of the organization

KIRKPATRICK FOUNDATION INC

Employer identification number

73-0701736

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 2

Name of organization KIRKPATRICK FOUNDATION INC

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	JOAN KIRKPATRICK REV TRUST PO BOX 26883 OKLAHOMA CITY, OK73126	$130,211	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 3

Name of organization KIRKPATRICK FOUNDATION INC

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 4

Name of organization
KIRKPATRICK FOUNDATION INC

Employer identification number

73-0701736

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Additional Data

Software ID:
Software Version:

- TIN:

TY 2013 AccountingFeesSchedule

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INDIRECT ACCOUNTING FEES	14,700	7,350		7,350

- TIN:

TY 2013 CompensationExplanation

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Person Name	Explanation
CHRISTIAN K KEESEE
ROBERT CLEMENTS
MISCHA GORKUSCHA
DR JOE HOWELL
DR ANNE H MORGAN
DAVID E RAINBOLT
GEORGE RECORDS
MARK ROBERTSON
MEG SALYER
LAURA WARRINER
LIZ EICKMAN
PAULETTE BLACK
JEANNE HOFFMAN SMITH
REBECCA LOVE MCCUBBIN
LOUISA MCCUNE-ELMORE
MAX WEITZENHOFFER

- TIN:

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

TY 2013 DepreciationSchedule

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

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						11,103

- TIN:

TY 2013 EmployeeCompensationExpln

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Employee	Explanation
DEBORAH J MILLER

- TIN:

TY 2013 InvestmentsCorpBondsSchedule

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Name of Bond	End of Year Book Value	End of Year Fair Market Value
AMGEN INC. 2.3% DUE 06/15/2016	251,464	257,757
AT&T INC. 2.95% 05/15/2016	51,795	52,137
BANK AMER CORP DUE 08/15/2013
BANK AMER CORP DUE 09/01/2015 3.7%	501,848	522,655
BERKSHIRE HATHAWAY INC DUE 08/15/201	205,076	206,580
CATERPILLAR FINANCIAL SERVICES DUE 0
CATERPILLAR INC. DUE 12/15/2018	649,617	626,660
CONOCOPHILLIPS DUE 02/01/2019 5.75%	596,612	577,385
FFCB DUE 04/01/2013 4.8%
GENERAL ELEC CAP CORP MEDIUM TERM DU	261,057	257,835
GENEREAL ELECTRIC DUE 11/09/2015 2.2	251,924	257,652
GENEREAL ELECTRIC DUE 06/29/2015 3.5	207,593	208,724
GENEREAL ELECTRIC DUE 12/06/2017 5.2	568,447	565,970
GOLDMAN SACHS GROUP DUE 08/01/2015 3	630,142	650,806
HALLIBURTON COMPNAY 5.9% 09/15/2018	596,281	581,765
HSBC FIN CORP DUE 10/15/2015 2.9%	193,749	201,788
INTL BUSINESS MACHINES CORP DUE 10/1
INTL BUSINESS MACHINES CORP DUE 01/0	204,264	205,272
INTL BUSINESS MACHINES CORP DUE 07/2	256,274	256,838
JPMORGAN CHASE BK (250K,6/13/16, 5.	254,450	277,272
JPMORGAN CHASE & CO (250, 06/01/201	257,032	254,378
JPMORGAN CHASE & CO (03/15/2014, 4.8	126,780	126,063
LOWES COS INC. 2.125% DUE 04/15/2016	251,618	256,420
MERCK & CO INC DUE 02/15/2013
MICROSOFT CORP 2.5% DUE 02/08/2016	262,879	259,435
MORGAN STANLEY DUE 10/15/2015 5.375%	515,489	537,785
PEPSICO INC. DUE 02/15/2013
PEPSICO INC. DUE 05/10/2016	258,574	259,382
PEPSICO INC. DUE 01/15/2020	562,558	543,820
TARGET CORP SR DUE 6/15/13
TEVA PHARM FIN 2.4% 11/10/2016	65,972	66,877
VERIZON COMMUNICATIONS 11/01/2016 2%	313,442	316,312
WELLS FARGO & CO 4.95% 10/16/2013
WELLS FARGO & CO 3.676% 06/15/2016	259,646	266,185
WESTPAC BANKING CORP. 07/15/2016	248,625	254,102
AT&T INC. 1.4% 12/01/2017	247,882	246,463
INTL BUSINESS MACHINES CORP DUE 10/1	322,025	312,715
WALT DISNEY COMPANY DTD 03/15/2019	298,644	284,568
WELLS FARGO & CO 5.625% 12/11/2017	285,663	286,550

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABBOTT LABS	399,553	975,198
ACCENTURE PLC	351,617	608,428
AECOM TECHNOLOGY CORP	131,648	188,352
AFFILIATED MANAGERS GROUP INC.	124,800	715,704
APPLE COMPUTER INC.	542,309	2,720,947
AT&T INC.	203,940	210,960
CARMAX INC	198,132	705,300
CHEVRON CORP	165,544	374,730
CHICAGO BRDG & IRON CO.	217,364	656,806
CME GROUP INC.	1,263,571	729,678
CISCO SYS INC.	7,791	560,750
COACH INC.	292,924	381,684
COMCAST CORP CL A	135,000	389,738
COVIDIEN PLC	143,865	251,970
DIAGEO PLC SPONS ADR NEW	70,915	132,420
DISNEY WALT. CO.	336,690	764,000
E I DU PONT DE NEMOURS & CO	139,149	194,910
EMERSON ELECTRIC CO.	398,576	708,818
EXELON CORP	141,285	98,604
EXELIS INC.	91,435	158,198
EXPRESS SCRIPTS HOLDING CO.	700,814	923,280
FISERV	176,220	354,300
GENERAL ELEC CO.	196,500	308,330
GENERAL MILLS INC.	283,499	499,100
GOLDMAN SACHS GROUP INC.	306,245	239,301
GOOGLE INC.	487,923	1,709,083
IHS INC. CL A	492,352	861,840
ILLINOIS TOOL WKS INC.	260,350	840,800
INTEL CORP	280,891	804,605
INTERNATIONAL BUSINESS MACHS CORP	651,924	947,229
INTUIT	315,540	457,920
INTUITIVE SURGICAL INC. NEW	400,427	556,916
IRON MTN INC. PA	74,584	132,174
ISHARE TR MSCI EMERGING MKTS INDX FD	781,884	886,054
ISHARES TR MSCI EAFE INDEX FD	740,235	734,690
ISHAREES TR RUSSELL 2000 INDEX FD	2,078,997	2,884,000
JOHNSON & JOHNSON	332,322	457,950
JP MORGAN CHASE & CO.	340,551	845,328
KINDER MORGAN MGMT LLC	245,090	616,553
KINDER MORGAN INC	247,008	248,400
KRAFT FOODS INC. A	173,527	238,983
MEDTRONIC INC	171,388	258,255
MICROSOFT CORP	197,296	284,316
MONDELEZ INTERNATIONAL INC-A	244,038	469,490
MSCI INC-A	150,500	218,600
NETSUITE INC.	123,054	906,576
NEXTERA ENERGY INC	328,000	513,720
NOBLE CORP	496,541	569,544
ORACLE CORP	420,328	776,678
PAYCHEX INC.	85,984	136,590
PEPSICO INC	664,139	1,244,100
PFIZER INC	153,644	217,473
PROCTER & GAMBLE CO.	502,740	1,139,740
PROLOGIS	72,076	375,412
PUBLIC SVC ENTERPRISE GROUP INC.	140,793	144,180
QUALCOMM INC.	499,681	2,041,875
SCHLUMBERGER LTD	129,137	243,297
STERICYCLE INC	356,496	1,510,210
T ROWE PRICE GROUP	299,606	502,620
TEVA PHARMACEUTICAL INDS LTD ADR	103,940	120,240
TRIMBLE NAVIGATION LTD	266,471	478,860
UNITEDHEALTH GROUP, INC.	155,240	301,200
VERIZON COMMUNICATIONS	208,299	294,840
VODAFONE GROUP PLC SPONS ADR	317,332	487,444
WALGREEN CO.	231,309	402,080
WELLS FARGO & CO NEW	308,549	385,900
WISDOMTREE TRUST EMG MKTS SMCAP	239,175	207,405
XYLEM INC.	286,914	390,980
YUM BRANDS INC.	240,557	378,050
ERICSSON LM TEL-SP	88,682	85,680
ISHARES TR MSCI MIN VOLATILITY	150,238	145,650
US BANCORP	274,982	323,200
UNILEVER NV	120,398	120,690
GLAXOSMITHKLINE PLC	267,720	320,340
FACEBOOK INC.	44,410	54,649
MALLINCKRODT PLC	13,767	24,144

- TIN:

TY 2013 InvestmentsLandSchedule2

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Category/ Item	Cost/Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
MINERAL ROYALTIES	143,402	143,136	266	1,703,104

- TIN:

TY 2013 LandEtcSchedule2

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
FURNITURE & EQUIPMENT	303,518	238,052	65,466	65,466

- TIN:

TY 2013 LegalFeesSchedule

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INDIRECT LEGAL FEES	2,228	1,114		1,114

- TIN:

TY 2013 OtherAssetsSchedule

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
ART COLLECTION	84,719	84,719	84,719

- TIN:

TY 2013 OtherExpensesSchedule

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
EXPENSES
SUPPLIES, MAINTENANCE	10,160	5,080	5,080
INSURANCE	11,539	7,693	3,846
COMPUTER INTERNET LINK	16,823	16,823
EQUIPMENT RENTAL	5,827		5,827
EDUCATION	4,771		4,771
MISC. EXPENSE	-4,836	-8,203	3,367
PROGRAM - ANIMAL WELFARE	46,733		46,733
PROGRAM - ARTDESK	174,476		174,476

- TIN:

TY 2013 OtherIncomeSchedule2

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Description	Revenue And Expenses Per Books	Net Investment Income
OIL & GAS ROYALTIES	456,051	456,051
OIL & GAS LEASE BONUS	2,741	2,741
OTHER INCOME	16,703	16,703

- TIN:

TY 2013 OtherIncreasesSchedule

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Description	Amount
UNREALIZED GAIN/LOSS	63,570

- TIN:

TY 2013 OtherProfessionalFeesSchedule

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
INVESTMENT MANAGEMENT FEES	178,383	178,383
OIL & GAS MINERALS MGMT FEE	3,900	3,900

- TIN:

TY 2013 TaxesSchedule

Name:

KIRKPATRICK FOUNDATION INC

EIN: 73-0701736

Category	Amount	Net Investment Income
PERSONAL PROPERTY TAX	1,876	1,876
GROSS PRODUCTION TAX	33,016	33,016
EXCISE TAX ON INVESTMENT INCOME	27,901
FOREIGN TAX	620	620