TY 2013 Form 990PF

- TIN:

Form990-PF
Click to see list of attachments

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
The Dixon Water Foundation

Number and street (or P.O. box number if mail is not delivered to street address)4528 County Road 398 Room/suite

City or town, state or province, country, and ZIP or foreign postal 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

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

$53,849,225J 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	(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
4	Dividends and interest from securities......	72,911		72,911	72,911
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		390,289
b	Gross sales price for all assets on line 6a 1,061,406
7	Capital gain net income (from Part IV, line 2)...			390,289
8	Net short-term capital gain.........				4,159
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).......		2,674,143	2,436,486
12	Total. Add lines 1 through 11........	3,137,343		2,899,686	77,070
13	Compensation of officers, directors, trustees, etc.	295,317		147,658		147,658
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........		25,472	12,736		12,736
b	Accounting fees (attach schedule).......		9,798	4,899		4,899
c	Other professional fees (attach schedule)....		50,732	28,383
17	Interest...............
18	Taxes (attach schedule) (see instructions)		58,344			13,898
19	Depreciation (attach schedule) and depletion...		184,237
20	Occupancy..............
21	Travel, conferences, and meetings.......	32,238				32,238
22	Printing and publications..........	2,685
23	Other expenses (attach schedule).......		770,697	5,060		643,679
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	1,429,520		198,736		855,108
25	Contributions, gifts, grants paid........	608,542				608,542
26	Total expenses and disbursements. Add lines 24 and 25	2,038,062		198,736		1,463,650
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	1,099,281
b	Net investment income (if negative, enter -0-)			2,700,950
c	Adjusted net income (if negative, enter -0-)...				77,070

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...............		1,218,576	865,258	865,258
	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 instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............			594,950	594,950
	9	Prepaid expenses and deferred charges...........		36,000	36,000	36,000
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........		4,239,131	5,577,212	5,577,212
	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)...........		9,010,875	7,224,757	7,224,757
	14	Land, buildings, and equipment: basis 40,612,664
		Less: accumulated depreciation (attach schedule) 1,066,939		38,238,314	39,545,725	39,545,725
	15	Other assets (describe )		1,384,976	5,323	5,323
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		54,127,872	53,849,225	53,849,225
		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 )		1,187	-1,984
23		Total liabilities (add lines 17 through 22)..........		1,187	-1,984
		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		54,125,685	53,850,209
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		54,126,685	53,851,209
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		54,127,872	53,849,225

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	54,126,685
2	Enter amount from Part I, line 27a.....................	2	1,099,281
3	Other increases not included in line 2 (itemize)	3	1,071,610
4	Add lines 1, 2, and 3..........................	4	56,297,576
5	Decreases not included in line 2 (itemize)	5	2,446,367
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	53,851,209

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	(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	390,289
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	4,159

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	1,192,788	21,475,549	0.05554
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

2	Total of line 1, column (d) ......................	2	0.41791
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	0.08358
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	22,402,734
5	Multiply line 4 by line 3.......................	5	1,872,465
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	27,010
7	Add lines 5 and 6.........................	7	1,899,475
8	Enter qualifying distributions from Part XII, line 4..............	8	1,463,650
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	54,019
	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	54,019
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	54,019
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	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	513
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	18,532
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax	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....

Yes

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

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

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
Robert J Potts	Pres/CEO 40.00	189,584		20,344
P O BOX 177 MARFA,TX79843	Pres/CEO 40.00	189,584		20,344
Clinton W Josey Jr	Chairman/VP 40.00	0
6060 N Central Expy 560 Dallas,TX75206	Chairman/VP 40.00	0
Janet Samford	Secretary 35.00	40,733		10,453
P O Box 870545 Mesquite,TX75187	Secretary 35.00	40,733		10,453
JERRY ADDISON	Director 1.00	0
P O BOX 629 BOWIE,TX76230	Director 1.00	0
Walt Davis	Director 1.00	0
262 SR 70E Calera,OK74730	Director 1.00	0
MELISSA BOOKHOUT	Treasurer 35.00	65,000		19,019
4528 COUNTY ROAD 398 DECATUR,TX76234	Treasurer 35.00	65,000		19,019
Leslie C Rauscher	Director 1.00	0
6227 Malcolm Drive Dallas,TX75214	Director 1.00	0
Kathy Smyth	V/Chairmen/VP 1.00	0
7630 Riverpoint Drive Houston,TX77063	V/Chairmen/VP 1.00	0
Laura L Whiting	Director 1.00	0
5005 LBJ Freeway 2200 Dallas,TX75244	Director 1.00	0
DR RICHARD TEAGUE	ADVISORY BOARD 1.00	0
BOX 1658 VERNON,TX76385	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
SAM MONTOYA	ADVISORY BOARD 1.00	0
TWO SANDIA PLAZA BERNALILLO,NM87004	ADVISORY BOARD 1.00	0
HUGH ALJOE	Director 1.00	0
2510 SAM NOBLE PKWY ARDMORE,OK73401	Director 1.00	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
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	Linear Measurement class (April 12-13, 2013) at NCTC with Gearld Fry and Steve Campbell as instructors in beef cattle linear measurement. Discussion was on understanding Phenotype & Genetic Expression in cattle. This was to educate producers on what to look for in your cattle to improve the quality and production for the future. 30 students attended.	7,367
2	Texas Wildlife Association L.A.N.D.S.(May 7-8, 2013) program stands for Learning Across New Dimensions in Science. They bring 5th and 6th grade children to the ranch to teach and understand Texas Natural Resources. They learn about the importance of maintaining grass and soil health to filter the water that fills our ponds, rivers and lakes. They do water testing, recognizing macro invertebrates and plant identification. 71 students attended.	2,695
3	HMI Drought Mitigation class ( September 18-20, October 23-25, November 14-15, 2013) was a series of 3-day workshops on drought mitigation. The class had several speakers paid by our $50,000 grant. They spoke about the benefits of Holistic Management and how you can withstand even severe drought and recover quickly while building the quality of your grasses as well as the micro life in the soil. They also spoke about the financial benefits once you have put this program in place using livestock as a capital tool to increase value. 123 students attended.	58,639
4	Microscope Training class (October 17-19, 2013) was at NCTC with Dr. Bellows as instructor. There were 3 days of basic microscope training. Participants received personal hands on guidance in using microscopes and other tools to identify soil organisms. Lunch was provided. This was a follow up from our Soil Food Web workshop in 2012. 23 students attended.	2,645

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


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

1,120,137

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

54,019

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

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

54,019

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

1,066,118

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

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

1,066,118

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

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

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

1,066,118

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			1,066,118
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.......	569,441
b From 2009.......	604,812
c From 2010.......	443,909
d From 2011.......	284,385
e From 2012.......	151,237
fTotal of lines 3a through e.........		2,053,784
4Qualifying distributions for 2013 from Part
XII, line 4: $ 1,463,650
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).........		0
d Applied to 2013 distributable amount.....			1,066,118
e Remaining amount distributed out of corpus		397,532
5 Excess distributions carryover applied to 2013.
(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		2,451,316
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) ...		569,441
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......		1,881,875
10 Analysis of line 9:
a Excess from 2009....	604,812
b Excess from 2010....	443,909
c Excess from 2011....	284,385
d Excess from 2012....	151,237
e Excess from 2013....	397,532

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:

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 (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
CONNEMARA CONSERVANCY FOUNDATION 1314 W MCDERMOTT ALLEN,TX75013	NONE	PUB CHAR	CONSERVATION EASEMENT	50,000
UNIVERSITY OF NORTH TEXAS P O BOX 305250 DENTON,TX76203	NONE	PUB UNIVE	QUAIL GRANT	50,000
OGALLALA COMMONS INC BOX 346 NAZARETH,TX79063	NONE	PUB UNIVE	GRANT LANDOWNER TRAINING	25,000
TEXAS AGRILIFE RESEARCH 2147 TAMUS COLLEGE STATION,TX77843	NONE	PUB UNIVE	GRASSLAND CONSERVATION	27,099
QUIVERA COALITION INC 1413 SECOND STREET 1 SANTA FE,NM87505	NONE	PUB CHAR	RANCH APPRENTICE PROGRAM	50,000
NUECES RIVER AUTHORITY P O BOX 349 UVALDE,TX78802	NONE	PUB CHAR	RIPARIAN NETWORK	31,000
SUL ROSS STATE UNIVERSITY P O BOX C-16 ALPINE,TX79832	NONE	PUB UNIVE	HEREFORD GENETIC GRANT	52,733
AUSTIN COLLEGE 900 NORTH GRAND AVE SUITE 6G SHERMAN,TX75090	NONE	PUB UNIVE	LAND MANAGEMENT	12,000
HOLISTIC MANAGEMENT INTERNATIONAL 5941 JEFFERSON STREET NE ALBUQUERQUE,NM87109	NONE	PUB CHAR	2013 GRANT	50,000
NORTH CENTRAL STATE COLLEGE 1525 W CALIFORNIA GAINESVILLE,TX76240	NONE	PUB UNIVE	PACE GRANT	35,760
KATY PRAIRIE CONVERCANCY 3015 RICHMOND AVENUE HOUSTON,TX77098	NONE	PUB CHAR	RANCH MANAGER GRANT	75,000
SUL ROSS STATE UNIVERSITY P O BOX C-16 ALPINE,TX79832	NONE	PUB UNIVE	RANGE MONITORING	25,000
RIVER LEGACY 703 NW GREEN OAKS BLVD ARLINGTON,TX76006	NONE	PUB UNIVE	POND RESTORATION	17,000
CHIHUAHUAN DESERT RESEARCH INSTITUT P O BOX C-16 ALPINE,TX79832	NONE	PUB CHAR	RESEARCH	25,000
GREAT PLAINS RESTORATION COUNCIL PO BOX 131291 HOUSTON,TX77219	NONE	PUB CHAR	YOUTH PROGRAM	25,000
MARFA PUBLIC LIBRARY PO BOX U 115 EAST OAK STREET MARFA,TX79843	NONE	PUB CHAR	CAPITAL CAMPAIGN	25,000
CAESAR KLEBERG WILDLIFE RESEARCH IN 700 UNIVERSITY BLVD KINGSVILLE,TX78363	NONE	PUB CHAR	NATIVE SEEDS PROJECT	15,000
KEYSTONE CONSERVATION PO BOX 6733 BOZEMAN,MT59771	NONE	PUB CHAR	RANGE RIDER GRANT	10,000
MARFA INTERNATIONAL SCHOOL PO BOX 298 MARFA,TX79843	NONE	PUB CHAR	SCIENCE CLASSES AT MIMMS	7,950
Total ................................. 3a				608,542

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 ............
4 Dividends and interest from securities....			14	72,911
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	181,235	209,054
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aHUNTING LEASE			1	14,000
bLEASE/WATER INCOME			1	381,812
cMISCELLANEOUS INCOME			1	99,443
dPARTNERSHIP INCOME/LOSS			1
eRANCH REVENUE - EXHIBIT					223,657
fROYALTY PAYMENT			1	1,955,231
12 Subtotal. Add columns (b), (d), and (e)..				2,704,632	432,711

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

133,137,343

(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:	13000170
Software Version:	2013v3.1

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2013 AccountingFeesSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:13000170

Software Version:2013v3.1

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES [OFFICE]	9,798	0	0	0
ACCOUNTING FEES [OFFICE] @ 50%		4,899	0	4,899

- TIN:

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

TY 2013 DepreciationSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:13000170

Software Version:2013v3.1

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)	Current Year's Depreciation Expense
BUILDINGS	2005-09-01	9,247	4,090	68	4.46 %	413
PONDS	2005-09-01	6,327	1,896	69	5.00 %	316
WATER WELL	2005-09-01	9,425	5,250	66	5.91 %	557
BARN	2006-06-30	22,281	9,056	68	4.52 %	1,008
CORRALS	2006-05-19	4,272	4,042	57	4.46 %	191
FENCES LANDSCAPING-GRASS	2006-10-31	112,560	94,471	57	4.46 %	5,020
SEEDING HERITAGE CENTER	2006-11-30	7,482	2,244	69	5.00 %	374
PLANNING - ARCHITECTS	2006-11-30	30,012	5,455	85	3.64 %	1,091
PONDS	2006-11-09	1,167	290	91	20.0000	58
WATER WELLS/DRAINAGE	2006-07-01	8,633	3,286	69	5.00 %	432
PONDS	2005-12-31	7,132	2,142	69	5.00 %	357
POND	2006-03-20	245	72	69	5.00 %	12
IMPROVEMENTS	2006-08-31	8,914	3,457	68	4.52 %	403
CORRALS	2006-06-14	570	540	57	4.46 %	30
FENCES	2006-09-19	850	331	68	4.52 %	38
TRAILERS	2006-10-12	6,139	5,152	57	4.46 %	274
FENCES	2006-07-01	7,850	3,044	68	4.52 %	355
FURNITURE	2007-09-10	3,528	2,772	58	14.29 %	504
FRAMING - CONFERENCE ROOM	2007-10-27	1,142	897	58	14.29 %	163
FRAMING - BLUEBONNETS	2007-10-27	1,514	1,188	58	14.29 %	216
PONDS	2007-02-12	1,256	346	69	5.00 %	63
WATER WELL	2007-03-22	10,932	4,802	66	5.90 %	645
LANDSCAPING	2007-05-29	2,850	2,238	58	14.29 %	407
HANGARS	2007-10-30	16,068	2,146	87	2.56 %	412
FENCING	2007-06-30	85,753	67,377	58	14.29 %	12,254
CORRALS	2007-10-30	500	391	58	14.29 %	71
IMPROVEMENTS	2007-10-10	22,946	8,414	67	6.67 %	1,530
NEW BARN	2007-10-30	14,840	4,081	69	5.00 %	742
CONSERVATION DEVELOPMENT	2007-01-23	4,419	1,622	67	6.67 %	295
GREENHOUSE	2007-03-13	7,002	1,925	69	5.00 %	350
RANCH IMPROVEMENTS	2007-02-22	1,610	589	67	6.67 %	107
CORRALS	2007-12-12	4,208	3,305	58	14.29 %	601
HOUSE	2008-06-30	234,235	38,682	85	3.64 %	8,517
GRAVEL ROAD	2008-01-30	5,200	1,706	91	15.0000	347
WATER WELL	2008-02-27	7,050	2,272	91	15.0000	470
CATTLE GUARD	2008-03-31	1,566	494	91	15.0000	104
T-POSTS	2008-05-01	720	224	91	15.0000	48
WOOD STOVE	2008-09-10	2,000	1,239	91	7.0000	286
RANCH HOUSE	2008-11-30	7,326	1,097	85	3.64 %	266
KUBOTA MOWER & STIHL TRIM	2009-09-10	8,359	6,915	58	14.29 %	1,195
GRAZING ENCLOSURE	2009-08-04	700	160	91	15.0000	47
CHEYENNE CAB HIGH TOPPER	2009-10-16	1,351	1,117	54	20.00 %	234
RANCH HOUSE	2009-06-30	295,147	38,010	85	3.64 %	10,732
FENCING	2009-06-30	171,880	40,116	67	6.67 %	11,464
WATER TANKS & STORAGE	2009-06-30	275,411	64,281	67	6.67 %	18,370
FENCING	2010-06-30	57,374	9,565	67	6.67 %	3,827
RANCH HOUSE	2010-06-30	2,929	270	85	3.64 %	106
IMPROVEMENTS	2011-09-30	21,578	2,158	67	6.67 %	1,439
IMPROVEMENTS	2011-06-30	256,660	25,666	67	6.67 %	17,119
COLUMBIA STREET HOUSE	2011-01-10	248,280	17,680	85	3.64 %	9,027
ROBERT WHITE WELL SERVICE	2011-10-14	4,971	414	91	15.0000	331
IMPROVEMENTS	2012-06-30	9,290	309	67	6.67 %	620
IMPROVEMENTS	2012-06-30	3,104	103	67	6.67 %	207
IMPROVEMENTS	2012-06-30	8,890	296	67	6.67 %	593
PAVILLION COSTS 2012	2012-09-30	104,438	782	87	2.56 %	2,678
IMPROVEMENTS	2012-06-30	49,592	1,651	67	6.67 %	3,308
2012 FORD F35A TRUCK	2012-02-16	40,531	8,106	54	20.00 %	8,106
2008 CHEVROLET PICKUP	2013-01-01	38,300	34,470	58	7.14 %	2,735
2010 CHEVROLET TRUCK	2013-01-01	35,317	10,722	91	7.0000	5,045
TRUCK BED	2013-01-01	4,200	3,713	91	7.0000	487
HAY BED/HYDRAULIC LIFT	2013-01-01	5,180	4,579	91	7.0000	601
KUBOTA CANOPY	2013-01-01	426	392	58	7.14 %	30
TRACTOR & LOADER	2013-01-01	37,350	24,012	91	7.0000	5,336
2010 POLARIS [MULE]	2013-01-01	13,184	4,474	91	7.0000	1,883
MOWER	2013-01-01	7,097	127	91	7.0000	1,014
RISING PLATE METER	2013-01-01	778		91	7.0000	111
PORTABLE CORRALS	2013-01-01	9,439		91	7.0000	1,348
USED PATIO FURNITURE	2013-03-20	1,300		58	7.14 %	93
KUBOTA TRACTOR - MIMMS	2013-03-05	28,000		58	7.14 %	1,999
KUBOTA TRACTOR LOADER	2013-04-08	17,000		58	7.14 %	1,214
IMPROVEMENTS 2013	2013-06-30	16,265		67	3.33 %	542
IMPROVEMENTS 2013	2013-06-30	264,759		67	3.33 %	8,816
IMPROVEMENTS 2013	2013-06-30	32,342		67	3.33 %	1,077
PAVILLION COSTS 2013	2013-06-30	1,186,082		87	1.39 %	16,498
BOB'S CUSTOM HOMES	2013-11-05	55,000		85	0.46 %	250
IMPROVEMENTS 2013	2013-06-30	96,793		67	3.33 %	3,223
COLUMBIA STREET HOUSE	2013-06-30	3,568		58	7.14 %	255
F150 FORD TRUCK	2013-03-14	29,499		54	10.00 %	2,950

- TIN:

TY 2013 LandEtcSchedule2

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:13000170

Software Version:2013v3.1

Category / Item	Cost / Other Basis	Accumulated Depreciation	Book Value	End of Year Fair Market Value
Auto./Transportation Equip.	231,158	140,575	90,583
Furniture and Fixtures	134,119	123,783	10,336
Machinery and Equipment	200,927	155,739	45,188
Buildings	1,803,929	149,009	1,654,920
Improvements	1,976,997	493,843	1,483,154
Land	36,217,199		36,217,199
Miscellaneous	48,335	3,990	44,345	39,545,725

- TIN:

TY 2013 LegalFeesSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:13000170

Software Version:2013v3.1

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LEGAL FEES [OFFICE]	25,472	0	0	0
LEGAL FEES [OFFICE] @ 50%		12,736	0	12,736

- TIN:

TY 2013 OtherAssetsSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:13000170

Software Version:2013v3.1

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
due from dixon ranches, inc.			5,323
DUE FROM DIXON RANCHES, INC.	1,384,976	5,323

- TIN:

TY 2013 OtherDecreasesSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:13000170

Software Version:2013v3.1

Description	Amount
DIXON RANCHES LIABILITIES IN EXCESS OF ASSETS	2,446,367

- TIN:

TY 2013 OtherExpensesSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:13000170

Software Version:2013v3.1

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
CONSULTING [OVERHEAD]	2,019		2,019
CONTRIBUTIONS [OVERHEAD]	500		500
DUES AND SUBSCRIPTIONS [OVERHEAD]	1,137		1,137
EDUCATIONAL SUPPLIES [OUTREACH]	8,150		8,150
EVENTS/SPONSORSHIPS [OUTREACH]	20,478		20,478
FUEL [OVERHEAD]	12,374		12,374
HEALTH BENEFITS [OVERHEAD]	7,200		7,200
INSURANCE - W/C [OVERHEAD]	2,428		2,428
INSURANCE [OFFICE]	67,361
INSURANCE [OVERHEAD]	14,313		14,313
INTERNET [OFFICE]	1,550
LABOR - PAYROLL TAXES [OVERHEAD]	6,896		6,896
LABOR - SALARIES [OVERHEAD]	78,600		78,600
LICENSE AND PERMITS [OVERHEAD]	384		384
MEALS & ENTERTAINMENT [OFFICE]	11,488
MEALS & ENTERTAINMENT [OVERHEAD]	1,881		1,881
MISCELLANEOUS [OFFICE]	2,975
MISCELLANEOUS [OVERHEAD]	1,104		1,104
OFFICE SUPPLIES [OFFICE]	7,197
OFFICE SUPPLIES [OVERHEAD]	424		424
ORGANIC CERTIFICATION FEE [OVERHEAD]	1,380		1,380
PARKING [OFFICE]	1,191
PAYROLL CONTRACTOR PAYMENTS [OFFICE]	650
POSTAGE AND DELIVERY [OFFICE]	1,448
RANCH COSTS - EXHIBIT C	415,417		415,417
Rental Expenses	10,120	5,060	5,060
REPAIRS [OFFICE]	23
REPAIRS [OUTREACH]	22,791		22,791
RESEARCH [OUTREACH]	20,685		20,685
ROUNDING	2
TELEPHONE [OFFICE]	8,214
TELEPHONE [OVERHEAD]	2,609		2,609
TRACTOR EXPENSES [OVERHEAD]	17,257		17,257
TRAINING COURSES [OFFICE]	8,849
TRANSFER TO PEAKS & VALLEYS	667
TRAVEL [OVERHEAD]	592		592
UTILITIES [OFFICE]	10,343

- TIN:

TY 2013 OtherIncomeSchedule2

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:13000170

Software Version:2013v3.1

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
HUNTING LEASE	14,000
LEASE/WATER INCOME	381,812
MISCELLANEOUS INCOME	99,443
RANCH REVENUE - EXHIBIT	223,657
ROYALTY PAYMENT	1,955,231

- TIN:

TY 2013 OtherLiabilitiesSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:13000170

Software Version:2013v3.1

Description	Beginning of Year - Book Value	End of Year - Book Value
TAX LIABILITY ACCOUNT	-1,944	-1,976
TAX LIABILITY ACCOUNT - SUTA	2,070	-1,069
DUE TO DIXON RANCHES	1,061	1,061

- TIN:

TY 2013 OtherProfessionalFeesSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:13000170

Software Version:2013v3.1

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
BROKERAGE FEES [OFFICE]	28,383	28,383	0	0
CONSULTING FEES [OFFICE]	22,349	0	0	0

- TIN:

TY 2013 TaxesSchedule

Name:

The Dixon Water Foundation

EIN: 75-2521176

Software ID:13000170

Software Version:2013v3.1

Category	Amount	Disbursements for Charitable Purposes
FEDERAL INCOME	32,368
PAYROLL TAXES - J. SAMFORD @ 4%		1,629
PAYROLL TAXES - M. BOOKHOUT @ 4%		2,665
PAYROLL TAXES [OFFICE]	16,372
PROPERTY TAXES	9,604	9,604