Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo 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.
bulletInformation 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
CH FOUNDATION INC
 

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

75-1534816
B Telephone number (see instructions)

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

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$200,192,789J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments 36,048 36,048  
4 Dividends and interest from securities...... 3,235,737 3,235,737  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 Click to see attachment 6,572,603
b Gross sales price for all assets on line 6a 8,253,993
7 Capital gain net income (from Part IV, line 2)... 5,204,134
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 8,467,422 8,467,422  
12 Total. Add lines 1 through 11........ 18,311,810 16,943,341  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 83,400 8,340   75,060
14 Other employee salaries and wages...... 35,556 3,555   32,001
15 Pension plans, employee benefits....... 8,871 887   7,984
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 28,945 2,895   26,050
c Other professional fees (attach schedule).... Click to see attachment 90,416 90,416    
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 1,241,140 1,095,116    
19 Depreciation (attach schedule) and depletion... Click to see attachment 1,233,993 1,232,893  
20 Occupancy.............. 17,304 1,730   15,574
21 Travel, conferences, and meetings....... 19,284 9,642   9,642
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 67,053 48,737   18,316
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 2,825,962 2,494,211   184,627
25 Contributions, gifts, grants paid........ 8,967,142 8,967,142
26 Total expenses and disbursements. Add lines 24 and 25 11,793,104 2,494,211   9,151,769
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 6,518,706
b Net investment income (if negative, enter -0-) 14,449,130
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
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............... 1,768,467 1,468,335 1,468,335
2 Savings and temporary cash investments..........      
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 125,231,020 Click to see attachment135,437,494 172,991,868
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet10,906,123
Less: accumulated depreciation (attach schedule) bullet10,670,308 241,434 Click to see attachment235,815 25,423,296
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet1,834
Less: accumulated depreciation (attach schedule) bullet1,100   734  
15 Other assets (describe bullet) Click to see attachment2,466,956 Click to see attachment309,290 Click to see attachment309,290
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 129,707,877 137,451,668 200,192,789
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)..........   0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds 129,707,877 137,451,668
30 Total net assets or fund balances (see page 17 of the
instructions).................... 129,707,877 137,451,668
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 129,707,877 137,451,668
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)............... 1 129,707,877
2 Enter amount from Part I, line 27a..................... 2 6,518,706
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 1,225,085
4 Add lines 1, 2, and 3.......................... 4 137,451,668
5 Decreases not included in line 2 (itemize) bullet 5  
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 137,451,668
Form 990-PF (2013)
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 (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
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 5,204,134
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2012 6,582,288 170,120,587 0.038692
2011 7,176,745 160,995,666 0.044577
2010 6,985,656 142,929,333 0.048875
2009 6,509,143 125,185,355 0.051996
2008 7,779,085 134,596,291 0.057796
2 Total of line 1, column (d) ...................... 2 0.241936
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 0.048387
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 185,250,770
5 Multiply line 4 by line 3....................... 5 8,963,729
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 144,491
7 Add lines 5 and 6......................... 7 9,108,220
8 Enter qualifying distributions from Part XII, line 4.............. 8 9,151,769
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)
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 Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 144,491
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2............................ 3 144,491
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- ..... 5 144,491
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 132,500
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 30,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 162,500
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 18,009
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet18,009 RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
 
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletTX
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.CHFOUNDATIONLUBBOCK.COM
    14
    The books are in care ofbulletKAY SANFORD Telephone no.bullet (806) 792-0448
    Located atbulletPO BOX 94038LUBBOCKTX ZIP+4bullet79493
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 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)
    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
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2013?.............
    1c
     
     
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If "Yes," did it have excess business holdings in 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.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    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
    DON GRAFClick to see attachment SECRETARY
    1.00     		0 0 1,592
    P O BOX 94038
    LUBBOCK,TX79493
    KAY SANFORDClick to see attachment EXECUTIVE DI
    30.00     		80,400 0 0
    9307 QUINTON AVENUE
    LUBBOCK,TX79424
    KEVIN G MCMAHONClick to see attachment TREASURER
    1.00     		1,000 0 2,304
    4011 88TH PLACE
    LUBBOCK,TX79423
    KATHY GILBREATHClick to see attachment VICE PRESIDE
    1.00     		1,000 0 827
    4603 5TH STREET
    LUBBOCK,TX79416
    CAROL MCWHORTERClick to see attachment TRUSTEE
    1.00     		1,000 0 4,062
    3019 21ST STREET
    LUBBOCK,TX79410
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet  
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet  
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2013)
    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.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    9,262,539
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    144,491
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    144,491
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    9,118,048
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    9,118,048
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    9,118,048
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
     
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
     
    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)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 9,118,048
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 3,671,594
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2013:
    a From 2008.......  
    b From 2009.......  
    c From 2010.......  
    d From 2011.......  
    e From 2012.......  
    fTotal of lines 3a through e.........  
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 9,151,769
    a Applied to 2012, but not more than line 2a 3,671,594
    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..... 5,480,175
    e Remaining amount distributed out of corpus  
    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  
    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 ..........     		3,637,873
    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 ......     		 
    10 Analysis of line 9:
    a Excess from 2009....  
    b Excess from 2010....  
    c Excess from 2011....  
    d Excess from 2012....  
    e Excess from 2013....  
    Form 990-PF (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 section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2013 (b) 2012 (c) 2011 (d) 2010
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    NA
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    NA
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    KAY SANFORD
    P O BOX 94038
    LUBBOCK,TX79493
    (806) 792-0448
    bThe form in which applications should be submitted and information and materials they should include:
    GRANT REQUESTS SHOULD BE IN WRITING AND INCLUDE (1) A BRIEF BACKGROUND OF THE ORGANIZATION; (2) A DESCRIPTION OF THE PROPOSED PROJECT AND A CONCISE STATEMENT OF ITS OBJECTIVES AND GOALS; (3) AN EXPLANATION OF THE PROPOSED USE OF FUNDS; (4) A DETAILED BUDGET, OTHER SOURCES OF DOCUMENTS FROM INTERNAL REVENUE SERVICE SHOWING TAX EXEMPT STATUS; (5) A STATEMENT OF APPROVAL OF THE REQUEST SIGNED BY THE CHIEF ADMINISTRATOR AND THE CHAIRMAN OF THE BOARD AND THE NAME OF THE PRIMARY CONTACT PERSON FOR FOLLOW UP; (6) MOST RECENT FINANCIAL REPORT; AND (7) PLAN FOR SUSTAINING THE PROJECT AFTER GRANT FUNDS EXPIRE.
    cAny submission deadlines:
    MAY 1ST OF EACH YEAR
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    GRANTS ARE GENERALLY RESTRICTED TO ORGANIZATIONS WHOSE SERVICES BENEFIT THE SOUTH PLAINS AREA OF TEXAS.
    Form 990-PF (2013)
    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)
    aPaid during the year
    CONFERENCE OF SOUTHWEST FOUNDATIONS
    624 N GOOD-LATIMER EXPRE
    DALLAS,TX75204     		NONE PAID 2013 GRANT 3,500
    NATIONAL EXHIBITS ASSOCATION
    3310 75 STREET SUITE A L
    LUBBOCK,TX79423     		NONE PAID HISTORICAL ART AND ANTIQUITIES EXHIB 50,000
    LUBBOCK ENTERTAINPERFORMING ARTS A
    1500 BROADWAY SUITE 12 L
    LUBBOCK,TX79401     		NONE PAID GRANT STUDY OF NEW ENTERTAINMENT AND 10,000
    LUBBOCK ENTERTAINPERFORMING ARTS A
    1500 BROADWAY SUITE 12 L
    LUBBOCK,TX79401     		NONE PAID START UP GRANT AWARD FOR LEPAA, THE 10,000
    WACO FOUNDATION
    900 AUSTIN AVENUE SUITE
    WACO,TX76701     		NONE PAID AREA DISASTER RELIEF - WEST, TX FERT 10,000
    LUBBOCK ENTERTAINPERFORMING ARTS A
    1500 BROADWAY SUITE 12 L
    LUBBOCK,TX79401     		NONE PAID START UP FUNDS FOR LUBBOCK ENTERTAIN 130,000
    VOLUNTEER CENTER OF LUBBOCK
    1706 23RD STREET SUITE 2
    LUBBOCK,TX79411     		NONE PAID YOUTH IN SERVICE - RURAL SCHOOLS 68,750
    LUBBOCK CHAMBER OF COMMERCE FOUNDAT
    1500 BROADWAY SUITE 101
    LUBBOCK,TX79401     		NONE PAID GARFIELD & TRAUB STUDY ON PERFORMING 10,000
    TEXAS INTERSCHOLASTIC LEAGUE FOUNDA
    PO BOX 8028 AUSTIN TX
    AUSTIN,TX78713     		NONE PAID 2013 SCHOLARSHIPS 55,100
    VOLUNTEER CENTER OF LUBBOCK
    1706 23RD STREET SUITE 2
    LUBBOCK,TX79411     		NONE PAID 3013 GRANT - LUBBOCK AREA YOUTH IN S 79,800
    ADULT DAY ACTIVITY HEALTH CENTER
    2807 42ND ST LUBBOCK TX
    LUBBOCK,TX79413     		NONE PAID NEW FLOORING AND RECLINERS FOR ADULT 16,100
    ALL SAINTS EPISCOPAL SCHOOL
    3222 103RD STREET LUBBOCK
    LUBBOCK,TX79423     		NONE PAID 100,000 FOR EXPANSION CAMPAIGN (2ND 200,000
    CAPROCK AMBUCS
    P O BOX 93871 LUBBOCK TE
    LUBBOCK,TX79493     		NONE PAID AMTRYKE THERAPEUTIC TRICYCLE PROGRAM 5,000
    BAYER MUSEUM OF AGRICULTURE
    1121 CANYON LAKE DRIVE LU
    LUBBOCK,TX79403     		NONE PAID INTERACTIVE COTTON STRIPPER SIMULATO 50,000
    AMERICAN WIND POWER CENTER
    1701 CANYON LAKE DRIVE LU
    LUBBOCK,TX79403     		NONE PAID CONSTRUCTION OF NEW EXHIBITS: 2:1 D 375,000
    ARCS FOUNDATION
    PO BOX 94206 LUBBOCK T
    LUBBOCK,TX79493     		NONE PAID SCIENCE STUDENT SCHOLARSHIPS 21,000
    ASSIST HUMAN NEEDS
    1218 14TH ST LUBBOCK TX
    LUBBOCK,TX79401     		NONE PAID UNMET POVERTY CLIENT NEEDS 5,000
    BALLET LUBBOCK
    5702 GENOA AVE LUBBOCK
    LUBBOCK,TX79424     		NONE PAID PERFORMANCES: NUTCRACKER AND COPPEL 91,400
    BOY SCOUTS - SOUTH PLAINS COUNCIL
    30 BRIERCROFT OFFICE PARK
    LUBBOCK,TX79412     		NONE PAID SCOUTING IN TITLE ONE ELEMENTARY SCH 12,010
    BUCKNER CHILDRENS' SERVICES
    129 BRENTWOOD LUBBOCK TX
    LUBBOCK,TX79416     		NONE PAID SUPPORT FOR ADOPTION TRANSPORTATION 22,596
    BROWNFIELD SENIOR CITIZENS' CENTER
    PO BOX 1021 BROWNFIELD
    BROWNFIELD,TX79616     		NONE PAID PURCHASE OF FOOD AND SUPPLIES FOR SE 10,000
    CATHOLIC CHARITIES
    102 AVNUE J LUBBOCK TX
    LUBBOCK,TX79401     		NONE PAID RENOVATION OF RESALE SHOP 50,000
    CHARLES ADAMS STUDIO PROJECT
    602 AVE J LUBBOCK TEXAS
    LUBBOCK,TX79401     		NONE PAID METAL SCULPTURE STUDIO AT 5TH AND AV 62,299
    CHRIST THE KING SCHOOL
    4011 54TH ST LUBBOCK TX
    LUBBOCK,TX79413     		NONE PAID RENOVATION OF SCHOOL KITCHEN AND CAF 36,000
    COLLEGE BASEBALL FOUNDATION
    1517 TEXAS AVE LUBBOCK T
    LUBBOCK,TX79401     		NONE PAID OPERATING SUPPORT 50,000
    COMMUNITY PARTNERS OF LUBBOCK
    1103 MLK JR BLVD LUBBOC
    LUBBOCK,TX79403     		NONE PAID PURCHASE OF CHILD CRIBS AND CARSEATS 7,500
    CASA OF THE SOUTH PLAINS
    24 BRIERCROFT OFFICE PARK
    LUBBOCK,TX79412     		NONE PAID (COURT APPOINTED SPECIAL ADVOCATES) 19,936
    COVENANT HEALTH SYSTEM FOUNDATION
    3623 22ND PLACE LUBBOCK
    LUBBOCK,TX79410     		NONE PAID SCHOOL OF NURSHING ENDOWMENT 250,000
    CROSBYTON CLINIC HOSPITAL
    710 MAIN STREET CROSBYTON
    CROSBYTON,TX79322     		NONE PAID EMS MOBILE INTENSIVE CARE UNIT 50,000
    EARLY LEARNING CENTERS
    1639 MAIN STREET LUBBOCK
    LUBBOCK,TX79401     		NONE PAID CHILD CARE FOR WORKING PARENTS 143,000
    EASY R EQUINE
    3531 152ND STREET LUBBOCK
    LUBBOCK,TX79423     		NONE PAID RESCUE OF HORSES; YOUTH "HOUSEPLAY" 5,000
    FAMILY GUIDANCE & OUTREACH OF LUBBO
    5 BRIERCROFT OFFICE PARK
    LUBBOCK,TX79412     		NONE PAID PARENTINIG CLASSES 15,078
    FAMILY PROMISE OF LUBBOCK
    P O BOX 1258 LUBBOCK TEX
    LUBBOCK,TX79408     		NONE PAID FAMILY HOPE PROGRAM AND TRANSPORTATI 30,000
    FLATLANDS DANCE THEATRE
    P O BOX 93001 LUBBOCK TE
    LUBBOCK,TX79493     		NONE PAID GUEST ARTISTS AND PRODUCTION COSTS 5,985
    GIRL SCOUTS-TX OK PLAINS INC
    2567 74TH STREET LUBBOCK
    LUBBOCK,TX79423     		NONE PAID GIRL SCOUT PROGRAMMING AND MEDIA ROO 19,000
    GUADALUPEPARKWAY CENTERS
    405 N MLK JR BLVD LUBBO
    LUBBOCK,TX79403     		NONE PAID SUMMER BLAST; KIDS CAFE; MADISON PK 122,000
    HIGH POINT VILLAGE
    P O BOX 65674 LUBBOCK TE
    LUBBOCK,TX79464     		NONE PAID PROGRAM DIRECTOR SALARY 30,056
    HOPE COMMUNITY OF SHALOM
    2005 AVENUE T LUBBOCK TX
    LUBBOCK,TX79411     		NONE PAID RENOVATION OF CHOIR ROOM & HVAC REPL 25,024
    THE INSIDE OUT FOUNDATION
    4630 50TH ST SUITE 101 L
    LUBBOCK,TX79414     		NONE PAID WIGS AND BEAUTY SUPPLIES FOR CHEMOTH 61,500
    JUNIOR LEAGUE OF LUBBOCK
    4205 84TH ST LUBBOCK TX
    LUBBOCK,TX79423     		NONE PAID FOOD 2 KIDS PROGRAM 15,000
    THE KNOWLEDGE CENTER
    LCU 5601 19TH STREET LUBB
    LUBBOCK,TX79407     		NONE PAID LISD CLASSROOM PRESENTATIONS; ESTACA 27,000
    LITERACY LUBBOCK
    1306 9TH STREET LUBBOCK
    LUBBOCK,TX79401     		NONE PAID SALARY AND BENEFITS FOR VOLUNTEER DI 37,000
    LLANO ESTACADO SILVER STAR BOARD
    P O BOX 65195 LUBBOCK TE
    LUBBOCK,TX79464     		NONE PAID EMERGENCY NEEDS FOR ADULT PROTECTIVE 6,000
    LUBBOCK AREA FOUNDATION
    2509 80TH STREET LUBBOCK
    LUBBOCK,TX79423     		NONE PAID FUNDING INFORMATION LIBRARY 21,500
    LUBBOCK AREA UNITED WAY
    1655 MAIN ST SUITE 101
    LUBBOCK,TX79401     		NONE PAID ANNUAL CAMPAIGN; OPERATING ENDOWMENT 310,000
    LUBBOCK ARTS ALLIANCE
    P O BOX 5092 LUBBOCK TEX
    LUBBOCK,TX79408     		NONE PAID LUBBOCK ARTS FESTIVAL & CULTURAL DIS 37,000
    LUBBOCK BOYS & GIRLS CLUB
    PO BOX 94163 LUBBOCK T
    LUBBOCK,TX79493     		NONE PAID PLAYGROUND EQUIPMENT 44,500
    LUBBOCK CENTRO AZTLAN-BALLET FOLKLO
    3720 95TH STREET LUBBOCK
    LUBBOCK,TX79423     		NONE PAID MARIACHI CONCERT 8,000
    LUBBOCK CHAMBER OF COMMERCE FOUNDAT
    1500 BROADWAY SUITE 101
    LUBBOCK,TX79401     		NONE PAID IMPLEMENTATION OF IMAGINE LUBBOCK TO 25,000
    LUBBOCK CHILDREN'S HEALTH CLINIC
    P O BOX 12103 LUBBOCK TE
    LUBBOCK,TX79452     		NONE PAID PARTIAL SALARIES AND ELECTRONIC HEAL 86,619
    LUBBOCK CHORALE
    PMB 303 5815 82ND ST SU
    LUBBOCK,TX79424     		NONE PAID SUPPORT FOR VARIOUS CONCERTS 20,000
    LUBBOCK CHRISTIAN SCHOOL
    2604 DOVER AVE LUBBOCK
    LUBBOCK,TX79407     		NONE PAID TECHNOLOGY SUPPORT 21,120
    LUBBOCK CHRISTIAN UNIVERSITY
    5601 19TH STREET LUBBOCK
    LUBBOCK,TX79407     		NONE PAID FAMILY NURSE PRACTITIONER PROGRAM 2N 90,000
    LUBBOCK COMMUNITY THEATRE
    4232 BOSTON AVE LUBBOCK
    LUBBOCK,TX79413     		NONE PAID GUEST ARTISTS; MARKETING 33,100
    LUBBOCK HABITAT FOR HUMANITY
    PO BOX 209 LUBBOCK TX
    LUBBOCK,TX79408     		NONE PAID HOME CONSTRUCTION DURIING "RAIDER WE 40,000
    LUBBOCK INDEPENDENT SCHOOL DISTRICT
    1628 19TH STREET LUBBOCK
    LUBBOCK,TX79401     		NONE PAID ADVANCED PLACEMENT EXAM FEES; SCHOLA 78,000
    LUBBOCK LEMONADE DAY
    3101 35TH STREET LUBBOCK
    LUBBOCK,TX79413     		NONE PAID BACKPACKS; ENTREPRENEUR WORKBOOKS; E 10,000
    LUBBOCK MEMORIAL ARBORETUM
    3405 42ND ST LUBBOCK TX
    LUBBOCK,TX79413     		NONE PAID CHILDREN'S GARDENING CAMPS & NUTRITI 6,450
    LUBBOCK SYMPHONY ORCHESTRA
    601 AVE K LUBBOCK TX 79
    LUBBOCK,TX79401     		NONE PAID MASTERWORKS CONCERTS; ED.; CHAMBER E 100,000
    LUTHERAN SOCIAL SERVICES
    1318 BROADWAY LUBBOCK TX
    LUBBOCK,TX79401     		NONE PAID HEALTH ED. & OUTREACH; MEDICAL SUPPL 10,000
    MAKE-A-WISH FOUNDATION
    4413 82ND STREET BOX 20
    LUBBOCK,TX79424     		NONE PAID WISHES FOR CHILDREN W/ LIFE THREATEN 5,000
    MARCH OF DIMES
    2801 26TH ST SUITE 300
    LUBBOCK,TX79410     		NONE PAID STORK'S NEST SUPPORT AND SUPPLIES 20,000
    MORRIS SAFE HOUSE
    3420 NIGHTINGALE ROAD LUB
    LUBBOCK,TX79407     		NONE PAID PREVENTIVE MEDICAL CARE FOR RESCUED 5,000
    MOSAIC
    5064 50TH ST LUBBOCK TX
    LUBBOCK,TX79414     		NONE PAID NEW HANDICAP EQUIPPED VAN 55,313
    MOTLEY COUNTY HISTORICAL MUSEUM
    828 DUNDEE STREET MATADOR
    MATADOR,TX79244     		NONE PAID DOCUMENTARY FILM ABOUT WILDFIRES IN 6,000
    NATIONAL COWBOY SYMPOSIUM
    P O BOX 6638 LUBBOCK TEX
    LUBBOCK,TX79493     		NONE PAID OPERATING SUPPORT - 25TH ANNIVERSARY 10,000
    NORTH AMERICA HOMBRES NOBLES
    P O BOX 98401 LUBBOCK TE
    LUBBOCK,TX79499     		NONE PAID TOMORROW'S LEADERS PROGRAMMING 2ND O 10,000
    MERCY RETREAT CENTER
    PO BOX 744 SLATON TX 79
    SLATON,TX79364     		NONE PAID NEW MATTRESSES FOR RETREAT CENTER 20,839
    PARENTING COTTAGE
    3818 50TH STREET LUBBOCK
    LUBBOCK,TX79413     		NONE PAID OPERATING SUPPORT 25,000
    PEP HIGH SCHOOL
    P O BOX 394 PEP TEXAS 7
    PEP,TX79353     		NONE PAID SECURITY CAMERAS, LIBRARY BOOKS, SUP 4,500
    RECORDING LIBRARY FOR THE BLIND
    2012 W CUTHBERT AVE MID
    MIDLAND,TX79701     		NONE PAID GENERAL OPERATING EXPENSES 8,000
    REFUGE SERVICES
    PO BOX 53684 LUBBOCK T
    LUBBOCK,TX79453     		NONE PAID EQUINE-ASSISTED PYSCHOTHERAPY SCHOLA 21,050
    SANTA FE OPERA
    PO BOX 2408 SANTA FE N
    SANTA FE,NM87504     		NONE PAID APPRENTICE SPRING TOUR TO LUBBOCK 1S 5,000
    SCHOLARS INC
    6102 PR 6470 LUBBOCK TEX
    LUBBOCK,TX79416     		NONE PAID MATH & ENGLISH TUTORING SCHOLARSHIPS 24,816
    SCIENCE SPECTRUM
    2579 S LOOP 289 SUITE 2
    LUBBOCK,TX79423     		NONE PAID PENGUIN PLUNGE-2014 EXHIBITION 35,000
    SHARP ACADEMY
    4415 66TH ST SUITE 104
    LUBBOCK,TX79414     		NONE PAID SMART BOARDS AND IPADS FOR DYSLEXIA 46,000
    SILENT WINGS MUSEUM FOUNDATION
    6202 N I-27 LUBBOCK TX
    LUBBOCK,TX79403     		NONE PAID D-DAY COMMEMORATION; EXHIBITS; COLLE 29,560
    SOUTH PLAINS COLLEGE FOUNDATION
    1401 S COLLEGE AVE LEVE
    LEVELLAND,TX79336     		NONE PAID IMPACT, NURSING SCHOLARSHIPS; VIRTUA 151,425
    SOUTH PLAINS FOOD BANK
    4612 LOCUST AVE LUBBOCK
    LUBBOCK,TX79404     		NONE PAID NEW REFRIGERATED TRUCK 125,184
    SOUTH PLAINS HONOR FLIGIHT
    PO BOX 94787 LUBBOCK TX
    LUBBOCK,TX79493     		NONE PAID ANNUAL VETERANS TOUR TO WASHINGTON D 20,000
    SPECIAL OLYMPICS TEXAS
    1318 13TH STREET STE 7
    LUBBOCK,TX79401     		NONE PAID SPORTS TRAINING; VOLUNTEER SUPPORT 15,000
    SPIRIT RANCH INC
    PO BOX 53667 LUBBOCK TX
    LUBBOCK,TX79453     		NONE PAID 2013 GRANT 53,000
    SUPPORTERS OF THE FINE ARTS (SOFA)
    P O BOX 53005 LUBBOCK TE
    LUBBOCK,TX79453     		NONE PAID EXHIBITS AND PROGRAMMING AT THE BUDD 30,300
    SUSAN GKOMEN BREAST CANCER FD
    7412 UNIVERSITY SUITE 2
    LUBBOCK,TX79423     		NONE PAID RACE FOR THE CURE 20,000
    TEXAS ASSOCIATION OF MUSEUMS (TAMS)
    101 SUMMIT AVE SUITE 80
    FORT WORTH,TX76102     		NONE PAID ANNUAL MEETING IN LUBBOCK 10,000
    TEXAS CAPITOL VIETNAM VETERANS MONU
    400 W 15TH ST SUITE 95
    AUSTIN,TX78701     		NONE PAID SUPPORT FOR MONUMENT PROJECT AT TEXA 10,000
    TEXAS RAMP PROJECT
    P O BOX 832065 RICHARDSON
    RICHARDSON,TX75083     		NONE PAID RAMPS FOR ELDERLY & DISABLED CLIENTS 3,000
    TEXAS SCOTTISH RITE HOSPITAL FOR CH
    2222 WELBORN ST DALLAS
    DALLAS,TX75219     		NONE PAID HOSPITAL ATRIUM RENOVATION 10,000
    TRINITY CHRISTIAN SCHOOL FOUNDATION
    6701 UNIVERSITY AVE LUBBO
    LUBBOCK,TX79413     		NONE PAID SUPPORT FOR FINE ARTS PROGRAMMING 15,202
    UMC FOUNDATION
    P O BOX 5980 LUBBOCK TEX
    LUBBOCK,TX79408     		NONE PAID NEONATAL CRITICAL EQUIPMENT 2ND OF 2 50,000
    LOUISE H UNDERWOOD CENTER FOR THE
    511 AVENUE K LUBBOCK TX
    LUBBOCK,TX79401     		NONE PAID DEVELOPMENT DIRECTOR; MEDIA PACKAGE; 179,780
    VOLUNTEER SERVICES COUNCIL
    LUBBOCK STATE SCHOOL PO
    LUBBOCK,TX79408     		NONE PAID REMOTE-CONTROLLED GATE AND FENCING 50,000
    WAYLAND BAPTIST UNIVERSITY
    801 N QUAKER LUBBOCK TEX
    LUBBOCK,TX79416     		NONE PAID SECURITY SYSTEM FOR EXTERIOR DOORS 13,500
    WEE CARE CHILD CENTER
    2305 YONKERS PLAINVIEW T
    PLAINVIEW,TX79072     		NONE PAID DEBT REDUCTION OF CHILD CARE CENTER 25,000
    WOMEN'S PROTECTIVE SERVICES
    PO BOX 54089 LUBBOCK T
    LUBBOCK,TX79453     		NONE PAID GENERAL OPERATING SUPPORT 75,000
    YWCA OF LUBBOCK
    3101 35TH ST LUBBOCK TX
    LUBBOCK,TX79413     		NONE PAID AFTER-SCHOOL CARE; Y CORPS; BREAST & 110,000
    LUBBOCK AREA FOUNDATION
    2509 80TH STREET LUBBOCK
    LUBBOCK,TX79423     		NONE PAID REGIONAL AFFILIATES PROGRAM; COMMUNI 117,000
    YOUTH ORCHESTRA OF LUBBOCK
    4721 37TH STREET LUBBOCK
    LUBBOCK,TX79416     		NONE PAID SCHOLARSHIPS 10,000
    LUBBOCK MOONLIGHT MUSICALS
    P O BOX 93522 LUBBOCK TE
    LUBBOCK,TX79493     		NONE PAID AMPHITHEATRE & DINNER THEATRE; AMPHI 262,500
    TEXAS TECH UNIVERSITY FOUNDATION
    BOX 41081 LUBBOCK TEXAS
    LUBBOCK,TX79409     		NONE PAID 2013 GRANTS - SEE LIST 1,427,100
    RANCHING HERITAGE ASSOCIATION
    BOX 43201 LUBBOCK TX 79
    LUBBOCK,TX79409     		NONE PAID BILLY THE KID TINTYPE EXHIBITION 32,550
    MUSEUM OF TTU ASSOCIATION
    BOX 43191 LUBBOCK TX 79
    LUBBOCK,TX79409     		NONE PAID PROFESSIONAL DEVELOPMENT; HOST FOR T 112,600
    COVENANT HEALTH SYSTEM FOUNDATION
    3623 22ND PLACE LUBBOCK
    LUBBOCK,TX79410     		NONE PAID HOSPICE FOUNDATION ENDOWMENT - MATCH 250,000
    GOODWILL INDUSTRIES
    715 28TH ST LUBBOCK TX
    LUBBOCK,TX79404     		NONE PAID CAREER CENTER SUPPORT 129,000
    LUBBOCK ENTERTAINPERFORMING ARTS A
    1500 BROADWAY SUITE 12 L
    LUBBOCK,TX79401     		NONE PAID NEW PERFORMING ARTS CENTER IN DOWTOW 2,000,000
    SALVATION ARMY - LUBBOCK
    P O BOX 2785 LUBBOCK TEX
    LUBBOCK,TX79408     		NONE PAID RED SHIELD TRANSITIONAL HOMES 3RD OF 50,000
    CHARLES ADAMS STUDIO PROJECT
    602 AVE J LUBBOCK TEXAS
    LUBBOCK,TX79401     		NONE PAID ARTIST-IN-RESIDENCE PROGRAM 1ST OF 2 35,000
    Total .................................bullet 3a 8,967,142
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2013)
    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
    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 36,048  
    4 Dividends and interest from securities....     14 3,235,737  
    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.....     15 8,219,284  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 5,204,134 1,368,469
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aMALLET RANCH - CROP SALES         19,708
    bMALLET RANCH-GRASS LEASES         1,202
    cMALLET RANCH-DAMAGES         540
    dMALLET RANCH-SURFACE RENTAL         87,400
    eMALLET RANCH-PATRONAGE DIV         1,879
    fMALLET RANCH - CROP INS PRO         9,568
    gMALLET RANCH - EQUIPMENT RE         264
    hDEVITT-JONES FARM-DAMAGES I         7,204
    iOTHER INCOME         48,814
    jOIL LEASE BONUS         14,693
    k12B-1 FEES         56,866
    12 Subtotal. Add columns (b), (d), and (e)..   16,695,203 1,616,607
    13Total. Add line 12, columns (b), (d), and (e)..................
    1318,311,810
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2013)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2013 AccountingFeesSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INDIRECT ACCOUNTING FEES 28,945 2,895   26,050

    TY 2013 CompensationExplanation
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Person Name Explanation
    DON GRAF  
    KAY SANFORD  
    KEVIN G MCMAHON  
    KATHY GILBREATH  
    CAROL MCWHORTER  

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

    TY 2013 DepreciationSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included
    DEPRECIATION   8,088 8,088 MACRS SL CLASS LIFE 7.0000        
    COMPUTER 2013-01-01 1,834   200DB 5.0000 1,100      

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

    TY 2013 GainLossSaleOtherAssetsSch
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Name Date Acquired How Acquired Date Sold Purchaser Name Gross Sales Price Basis Basis Method Sales Expenses Total (net) Accumulated Depreciation
    BLACKROCK EQUITY INDEX FUND B 2009-07 PURCHASE 2013-12   20,456 14,373     6,083  
    BLACKROCK MID-CAPITALIZATION EQUITY 2009-07 PURCHASE 2013-12   1,512,929 852,500     660,429  
    BLACKROCK RUSSELL 2000 INDEX FUND B 2009-07 PURCHASE 2013-12   1,516,474 814,517     701,957  

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Name of Stock End of Year Book Value End of Year Fair Market Value
    US SMALL CAP VALUE PORTFOLIO 5,052,334 7,114,964
    DFA INTL SMALL CAP VALUE PORTFOLIO 4,271,681 5,334,846
    EMERGING MARKETS VALUE PORTFOLIO 10,060,994 9,375,877
    PRIVATE ADVISORS STABLE VALUE FUND 4,500,000 6,464,439
    WASHINGTON MUTUAL INVESTORS FD 7,790,873 11,156,311
    PIMCO REAL RETURN FUND 7,118,841 5,449,962
    PIMCO DIVERSIFIED INCOME FUND 6,967,239 5,766,089
    POINTER OFFSHORE, LTD 2,300,000 6,526,286
    EUROPACIFIC GROWTH FUND 13,041,820 19,140,694
    BLACKROCK EQUITY INDEX FUND 27,513,591 40,304,013
    BLACKROCK MID CAP INDEX FUND 12,536,551 14,848,935
    BLACKROCK RUSSELL 2000 INDEX FUND 11,621,300 15,403,367
    PIMCO TOTAL RETURN FUND 11,396,831 14,041,143
    FIDELITY REAL ESTATE HIGH INCOME FUN 3,922,032 4,725,122
    VENTURE INVESTMENTS PRIVATE EQUITY 675,000 623,605
    RIDGEWORTH/ SEIX FLOATING RATE 6,018,407 6,066,215
    MICROZAP, INC. 500,000 500,000
    LUBBOCK DOWNTOWN DEVELOPMENT 150,000 150,000

    TY 2013 InvestmentsLandSchedule2
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Category/ Item Cost/Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    MALLET RANCH-LAND & IMPROVEMENTS 355,486 146,350 209,136 362,779
    DEVITT JONES FARM-LAND & IMPROVEMENT 29,866 3,187 26,679 29,866
    OFFICE EQUIPMENT 7,817 7,817   2,000
    MINERAL INTERESTS 10,512,954 10,512,954   25,028,651

    TY 2013 OtherAssetsSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    ACCOUNTS RECEIVABLE-OIL RUNS 37,545    
    ACCOUNTS RECEIVABLE-SWEEP INCOME 1,387    
    INVESTMENT IN MALLET RANCH 215,166 293,910 293,910
    INVESTMENT IN DEVITT-JONES FARM 12,858 15,380 15,380
    ACCOUNTS RECEIVABLE-IN TRANSIT MONEY 2,200,000    


    TY 2013 OtherExpensesSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXPENSES        
    CONTRACT LABOR 3,432 343   3,089
    INSURANCE 5,198 520   4,678
    OFFICE SUPPLIES/EXPENSE 9,797 980   8,817
    MALLET RANCH-RANCH SURVELLANC        
    MALLET RANCH-PAYROLL 9,926 9,926    
    MALLET RANCH - PAYROLL TAXES 774 774    
    MALLET RANCH - PROFESSIONAL F 14,993 14,993    
    MALLET RANCH-CHEMICALS 663 663    
    MALLET RANCH - SURFACE LEASE 3,839 3,839    
    MALLET RANCH - SOIL & WATER C 424 424    
    MALLET RANCH - SUPPLIES 145 145    
    MALLET RANCH-REPAIRS AND MAIN 1,442 1,442    
    MALLET RANCH-TELEPHONE 12 12    
    MALLET RANCH - UTILITIES 1,890 1,890    
    MALLET RANCH-AUTO EXPENSE 705 705    
    MALLET RANCH-INSURANCE 1,494 1,494    
    MALLET RANCH-MEALS 14 14    
    MALLET RANCH-DEPRECIATION 5,619 5,619    
    MALLET RANCH-MISCELLANEOUS 79 79    
    DEVITT JONES FARM-FARM EXPS 4,682 4,682    
    UTILITIES 1,925 193   1,732


    TY 2013 OtherIncomeSchedule2
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    ROYALTIES 8,219,284 8,219,284  
    MALLET RANCH - CROP SALES 19,708 19,708  
    MALLET RANCH-GRASS LEASES 1,202 1,202  
    MALLET RANCH-DAMAGES 540 540  
    MALLET RANCH-SURFACE RENTALS 87,400 87,400  
    MALLET RANCH-PATRONAGE DIV 1,879 1,879  
    MALLET RANCH - CROP INS PRO 9,568 9,568  
    MALLET RANCH - EQUIPMENT RENT 264 264  
    DEVITT-JONES FARM-DAMAGES INC 7,204 7,204  
    OTHER INCOME 48,814 48,814  
    OIL LEASE BONUS 14,693 14,693  
    12B-1 FEES 56,866 56,866  


    TY 2013 OtherIncreasesSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Description Amount
    PREFERENCE DEPLETION 1,225,085


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OIL & GAS CONSULTING 12,345 12,345    
    INVESTMENT FEES 35,790 35,790    
    ADVISORY FEES 42,281 42,281    


    TY 2013 TaxesSchedule
    Name:
    CH FOUNDATION INC
    EIN: 75-1534816
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAXES 146,024      
    OIL & GAS SEVERANCE TAXES 362,028 362,028    
    PROPERTY TAXES 695,571 695,571    
    FOREIGN TAXES PAID 37,517 37,517