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
HALLIBURTON FOUNDATION INC
 
% TIM MCKEON
Number and street (or P.O. box number if mail is not delivered to street address)HALLIBURTON NORTHBELT PLAZA 23000 N SAM HOUSTON PARKWAY E SuiteRoom/suite
City or town, state or province, country, and ZIP or foreign postal code
HOUSTON, TX77032
A Employer identification number

75-1212458
B Telephone number (see instructions)

(713) 839-4818
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$21,575,387J 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) 2,000,000
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 159,939 159,939  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 340,908
b Gross sales price for all assets on line 6a 7,276,874
7 Capital gain net income (from Part IV, line 2)... 340,908
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).......      
12 Total. Add lines 1 through 11........ 2,500,847 500,847  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0      
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment 9,364 9,364    
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 2,000      
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 39,000      
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 50,364 9,364   0
25 Contributions, gifts, grants paid........ 3,251,242 3,251,242
26 Total expenses and disbursements. Add lines 24 and 25 3,301,606 9,364   3,251,242
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -800,759
b Net investment income (if negative, enter -0-) 491,483
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............... 599,005 156,434 156,434
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)........      
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 16,164,753 Click to see attachment15,806,165 21,418,953
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 16,763,758 15,962,599 21,575,387
Liabilities 17 Accounts payable and accrued expenses.......... 400  
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).......... 400 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......... 10,913,764 10,913,764
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds 5,849,594 5,048,835
30 Total net assets or fund balances (see page 17 of the
instructions).................... 16,763,358 15,962,599
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 16,763,758 15,962,599
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 16,763,358
2 Enter amount from Part I, line 27a..................... 2 -800,759
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 15,962,599
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 15,962,599
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.)
1 a VANGUARD TOTAL BOND MARKET INDVANGUARD TOT BD MKT I      
b S&P 500 NON QUALIFIED CTF      
c VANGUARD TOTAL BOND MARKET INDVANGUARD TOT BD MKT I      
d VANGUARD TOTAL BOND MARKET INDVANGUARD TOT BD MKT I      
e VANGUARD TOTAL BOND MARKET INDVANGUARD TOT BD MKT I      
(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 1,780   1,769 11
b 1,533,624   1,238,797 294,827
c 1,873   1,747 126
d 5,739,597   5,675,252 64,345
e     18,401 -18,401
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       11
b       294,827
c       126
d       64,345
e       -18,401
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 2 340,908
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 2,660,372 18,160,802 0.14649
2011 2,527,722 16,083,783 0.15716
2010 1,977,409 13,570,436 0.145714
2009 1,855,046 10,718,396 0.173071
2008 2,861,925 11,177,056 0.256054
2 Total of line 1, column (d) ...................... 2 0.878489
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 0.175698
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 20,485,806
5 Multiply line 4 by line 3....................... 5 3,599,315
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 4,915
7 Add lines 5 and 6......................... 7 3,604,230
8 Enter qualifying distributions from Part XII, line 4.............. 8 3,251,242
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 9,830
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 9,830
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 9,830
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 2,000
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 8,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 10,000
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8 80
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 90
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet90 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? Click to see list of attachments....................
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
 
No
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 changesClick to see list of attachments....
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.Click to see list of attachments
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 addressbullet  
    14
    The books are in care ofbulletTIM MCKEON Telephone no.bullet (281) 575-3674
    Located atbullet3000 N SAM HOUSTON PARKWAY EHOUSTONTX ZIP+4bullet77032
    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
     
     
    .........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
     
    No
    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
     
    No
    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
    D J LESAR TRUSTEE
    0.1     		0 0 0
    3000 N SAM HOUSTON PKWY E
    HOUSTON,TX77032
    LAWRENCE POPE TRUSTEE
    0.1     		0 0 0
    3000 N SAM HOUSTON PKWY E
    HOUSTON,TX77032
    BRINDA MAXWELL ADMINISTRATOR
    0.1     		0 0 0
    10200 BELLAIRE BLVD
    HOUSTON,TX77072
    TIM MCKEON TREASURER
    0.1     		0 0 0
    3000 N SAM HOUSTON PKWY E
    HOUSTON,TX77032
    JEFF MILLER TRUSTEE
    0.1     		0 0 0
    3000 N SAM HOUSTON PKWY E
    HOUSTON,TX77032
    CINDY BIGNER VP AND SECRETARY
    0.1     		0 0 0
    3000 N SAM HOUSTON PKWY E
    HOUSTON,TX77032
    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
     
    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
     
    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  
    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
    1,024,290
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    9,830
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    9,830
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,014,460
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    1,014,460
    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
    1,014,460
    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 1,014,460
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only.......  
    b Total for prior years:2011, 2010, 2009  
    3 Excess distributions carryover, if any, to 2013:
    a From 2008....... 2,888,457
    b From 2009....... 1,855,046
    c From 2010....... 1,977,409
    d From 2011....... 2,527,722
    e From 2012....... 2,660,372
    fTotal of lines 3a through e......... 11,909,006
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 3,251,242
    a Applied to 2012, but not more than line 2a  
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		 
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		 
    d Applied to 2013 distributable amount..... 1,014,460
    e Remaining amount distributed out of corpus 2,236,782
    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 14,145,788
    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) ...     		2,888,457
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		11,257,331
    10 Analysis of line 9:
    a Excess from 2009.... 1,855,046
    b Excess from 2010.... 1,977,409
    c Excess from 2011.... 2,527,722
    d Excess from 2012.... 2,660,372
    e Excess from 2013.... 2,236,782
    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).)
    NONE
    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.
    NONE
    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:
    BRINDA MAXWELL
    10200 BELLAIRE BLVD
    HOUSTON,TX77072
    (281) 575-3558
    bThe form in which applications should be submitted and information and materials they should include:
    APPLICATION SHOULD BE MADE BY LETTER AND INCLUDE THE AMOUNT AND USE.
    cAny submission deadlines:
    NO DEADLINE. APPLICANTS ARE NOTIFIED OF APPROVAL OR DECLINE IN 3 MONTHS.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    SEE ATTACHED STATEMENT.
    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
    ALLEY THEATRE
    615 TEXAS AVE
    HOUSTON,TX77002     		    EDUCATION 100,000
    ATLANTIC UNIVERSITY
    215 67TH ST
    VIRGINIA BEACH,VA23451     		    EDUCATION 11,642
    AWTY INTERNATIONAL SCHOOL
    7455 AWTY SCHOOL LN
    HOUSTON,TX77055     		    EDUCATION 1,000
    BAYLOR UNIVERSITY DIR OF GIFTINVESTMENT ACCTG
    PO BOX 97050
    WACO,TX76798     		    EDUCATION 40,000
    BELOIT COLLEGE
    700 COLLEGE ST
    BELOIT,WI53511     		    EDUCATION 11,000
    BIG PASTURE ELEMENTARY
    PO BOX 167
    RANDLETT,OK73562     		    EDUCATION 50
    BRIARWOOD SCHOOL
    12207 WHITTINGTON DRIVE
    HOUSTON,TX77077     		    EDUCATION 1,000
    CALIF ST POLY UNIV-POMONA DIRECTOR OF DEVELOPMENT
    3801 W TEMPLE AVE BLDG 1 211
    PONOMA,CA91768     		    EDUCATION 1,000
    CALIFORNIA INSTITUTE OF TECHNOLOGY ASST TREASURER
    1200 E CALIFORNIA BLVD M/S 5-32
    PASADENA,CA91125     		    EDUCATION 1,000
    CARNEGIE LIBRARY OF PITTSBURGH
    4400 FORBES AVE
    PITTSBURGH,PA15213     		    EDUCATION 100,000
    CASE WESTERN RESERVE UNIVERSITY DIR-DEVELOPMENT
    10950 EUCLID AVE 212
    CLEVELAND,OH44106     		    EDUCATION 600
    CHANDLER PUBLIC SCHOOL
    901 S CHS ST
    CHANDLER,OK74834     		    EDUCATION 1,000
    COLORADO SCHOOL OF MINES FOUNDATION INC
    PO BOX 4005
    GOLDEN,CO80401     		    EDUCATION 296,680
    COLORADO STATE UNIVERSITY FOUNDATION
    502 UNIVERSITY SERVICES CENTER
    FORT COLLINS,CO80523     		    EDUCATION 25,000
    COMANCHE ELEMENTARY
    1030 ASH
    COMANCHE,OK73529     		    EDUCATION 1,000
    CORBELL ELEMENTARY
    11095 MONARCH DR
    FRISCO,TX75033     		    EDUCATION 100
    CORNELL COLLEGE
    600 FIRST ST SW
    MOUNT VERNON,IA52314     		    EDUCATION 30,000
    CORNELL UNIVERSITY ALUMNI AFFAIRS AND DEV INFO SVC
    130 E SENECA ST STE 400
    ITHACA,NY14850     		    EDUCATION 2,000
    CSTEM TEACHER AND STUDENT SUPPORT SERVICES INC
    3226 ALABAMA ST
    HOUSTON,TX77004     		    EDUCATION 15,000
    DARTMOUTH COLLEGE GIFT RECORDING ACCOUNTING
    6066 DEVELOPMENT OFFICE
    HANOVER,NH03755     		    EDUCATION 20,000
    DAVIDSON COLLEGE
    209 RIDGE RD
    DAVIDSON,NC28035     		    EDUCATION 500
    DICKINSON CATHOLIC SCHOOLS
    PO BOX 1177
    DICKINSON,ND58602     		    EDUCATION 1,000
    DOUGLAS COUNTY EDUCATIONAL FOUNDATION
    620 WILCOX ST
    CASTLE ROCK,CO80104     		    EDUCATION 500
    DUCHESNE ACADEMY OF THE SACRED HEART
    10202 MEMORIAL
    HOUSTON,TX77024     		    EDUCATION 500
    DUKE UNIVERSITY FINANCIAL ANALYST
    BOX 90581
    DURHAM,NC27708     		    EDUCATION 5,000
    DUNCAN PUBLIC SCHOOLS
    PO BOX 1548
    DUNCAN,OK73534     		    EDUCATION 1,080
    EAST END CHAMBER OF COMMERCE FOUNDATION
    550 GULFGATE CENTER MALL
    HOUSTON,TX77087     		    EDUCATION 15,000
    EMERY WEINER SCHOOL
    9825 STELLA LINK
    HOUSTON,TX77025     		    EDUCATION 1,000
    FALL CREEK ELEMENTARY
    14435 MESA DR
    HUMBLE,TX77396     		    EDUCATION 1,000
    FARIBAULT LUTHERAN SCHOOL
    526 NW FOURTH ST
    FARIBAULT,MN55021     		    EDUCATION 500
    FLORIDA A&M UNIVERSITY FOUNDATION INC
    1601 MARTIN LUTHER KING BLVD
    TALLAHASSEE,FL32301     		    EDUCATION 1,000
    FOXCROFT SCHOOL
    22407 FOXCROFT RD
    MIDDLEBURG,VA20117     		    EDUCATION 1,000
    GENESEO FOUNDATION INC
    1 COLLEGE CIRCLE ERWIN 202
    GENESEO,NY14454     		    EDUCATION 6,000
    GENESYS WORKS HOUSTON
    601 JEFFERSON AVE
    HOUSTON,TX77002     		    EDUCATION 15,000
    GEORGETOWN COLLEGE
    400 E COLLEGE ST
    GEORGETOWN,KY40324     		    EDUCATION 20,000
    GRACELAND UNIVERSITY VP INSTITUTIONAL ADVANCEMENT
    1 UNIVERSITY PLACE
    LAMONI,IA50140     		    EDUCATION 4,000
    HARVEY MUDD COLLEGE
    301 PLATT BLVD
    CLAREMONT,CA91711     		    EDUCATION 50,000
    HESSTON COLLEGE DIRECTOR OF DEVELOPMENT
    BOX 3000
    HESSTON,KS67062     		    EDUCATION 2,000
    HOLY SPIRIT EPISCOPAL SCHOOL
    12535 PERTHSHIRE RD
    HOUSTON,TX77024     		    EDUCATION 1,000
    HOUSTON CHRISTIAN HIGH SCHOOL
    2700 W SAM HOUSTON PKWY N
    HOUSTON,TX77043     		    EDUCATION 2,000
    INCARNATE WORD ACADEMY
    609 CRAWFORD
    HOUSTON,TX77002     		    EDUCATION 200
    INTERNATIONAL SCHOLARSHIP Schlrshp TUITION SERVICE
    1321 MURFREESBORO PIKE STE 800
    NASHVILLE,TN37217     		    EDUCATION 135,000
    IOWA STATE UNIVERSITY FOUNDATION
    2505 UNIVERSITY BLVD
    AMES,IA50010     		    EDUCATION 17,200
    ITHACA COLLEGE
    ALUMNI HALL RM 245 RT 96B
    ITHACA,NY14850     		    EDUCATION 20,000
    JAMES E TAYLOR HIGH SCHOOL
    20700 KINGSLAND BLVD
    KATY,TX77450     		    EDUCATION 1,000
    JEWISH THEOLOGICAL SEMINARY
    3080 BROADWAY
    NEW YORK,NY10027     		    EDUCATION 500
    JOHN PAUL II CATHOLIC SCHOOL
    1400 PARKWAY PLAZA DR
    HOUSTON,TX77077     		    EDUCATION 1,000
    JUNIOR ACHIEVEMENT OF SOUTHEAST TEXAS INC
    2115 E GOVERNERS CIRCLE
    HOUSTON,TX77092     		    EDUCATION 25,000
    KANSAS STATE UNIVERSITY FOUNDATION DIR CORPFND RE
    2323 ANDERSON AVE STE 500
    MANHATTAN,KS66502     		    EDUCATION 44,100
    KANSAS UNIVERSITY ENDOWMENT ASSOCIATION
    PO BOX 928
    LAWRENCE,KS66044     		    EDUCATION 30,000
    KINKAID SCHOOL
    201 KINCAID SCHOOL DR
    HOUSTON,TX77024     		    EDUCATION 1,000
    KIPP HOUSTON
    10711 KIPP WAY
    HOUSTON,TX77099     		    EDUCATION 15,000
    KNOX COLLEGE ADVANCEMENT OPS COORDINATOR
    2 E SOUTH ST
    GALESBURG,IL61401     		    EDUCATION 600
    LOUISIANA STATE U FOUNDATION PRESIDENTCEO
    3838 W LAKESHORE DR
    BATON ROUGE,LA70808     		    EDUCATION 60,500
    MARYMOUNT CALIFORNIA UNIVERSITY
    30800 PALOS VERDES DR E
    RANCHO PALOS VERDES,CA90275     		    EDUCATION 50,100
    MASSACHUSETTS INSTITUTE OF TECHNOLOGY
    238 MAIN ST STE 200
    CAMBRIDGE,MA02142     		    EDUCATION 22,000
    MCCOMBS SCHOOL OF BUSINESS ANNUAL FUND
    PO BOX 8424
    AUSTIN,TX78713     		    EDUCATION 300,000
    MCNEESE STATE UNIV FOUNDATION EXECUTIVE VICE PRES
    PO BOX 90775
    LAKE CHARLES,LA70609     		    EDUCATION 32,000
    MEREDITH COLLEGE
    3800 HILLSBOROUGH ST
    RALEIGH,NC27607     		    EDUCATION 1,000
    MICHIGAN TECHNOLOGICAL UNIVERSITY
    1400 TOWNSEND DR
    HOUGHTON,MI49931     		    EDUCATION 500
    MIDWESTERN STATE UNIVERSITY
    3410 TAFT BLVD
    WITCHITA FALLS,TX76308     		    EDUCATION 668
    MISSOURI S AND T
    112 CAMPUS SUPPORT FACILITY
    ROLLA,MO65409     		    EDUCATION 21,500
    MONTANA STATE UNIVERSITY FOUNDATION
    PO BOX 172750
    BOZEMAN,MT59717     		    EDUCATION 21,000
    MONTANA TECH FOUNDATION
    1300 W PARK ST
    BUTTE,MT59701     		    EDUCATION 8,000
    NEW MEXICO STATE UNIVERSITY FOUNDATION INC
    PO BOX 3590
    LAS CRUCES,NM88003     		    EDUCATION 10,000
    NORTHWESTERN UNIVERSITY MATCHING GIFTS COORDINATOR
    2020 RIDGE AVE RM 230
    EVANSTON,IL60208     		    EDUCATION 100,000
    OFFSHORE ENERGY CENTER
    200 N DAIRY ASHFORD STE 6220
    HOUSTON,TX77079     		    EDUCATION 12,689
    OKLAHOMA STATE UNIVERSITY FOUNDATION
    PO BOX 1749
    STILLWATER,OK74076     		    EDUCATION 50,800
    PENNSYLVANIA STATE UNIVERSITY DIRECTOR-ADM SERVICE
    ONE OLD MAIN
    UNIVERSITY PARK,PA16802     		    EDUCATION 23,520
    PRINCETON UNIVERSITY
    ONE NASSAU HALL
    PRINCETON,NJ08544     		    EDUCATION 1,000
    PURDUE FOUNDATION
    101 N GRANT STE B-50
    WEST LAFAYETTE,IN47906     		    EDUCATION 15,000
    REGIS SCHOOL OF THE SACRED HEART
    7330 WESTVIEW DR
    HOUSTON,TX77055     		    EDUCATION 500
    RICE UNIVERSITY MATCHING GIFT PROGRAM
    6100 MAIN ST-MS81
    HOUSTON,TX77005     		    EDUCATION 14,000
    RICHMOND ELEMENTARY
    201 W RICHMOND RD
    STILLWATER,OK74075     		    EDUCATION 100
    RIVERFIELD COUNTRY DAY SCHOOL
    2433 W 61ST ST
    TULSA,OK74132     		    EDUCATION 400
    SAINT AGNES ACADEMY MATCHING GIFTS
    9000 BELLAIRE BLVD
    HOUSTON,TX77036     		    EDUCATION 100
    SAINT MARYS COLLEGE
    110 LE MANS HALL
    NOTRE DAME,IN46556     		    EDUCATION 1,000
    SAM HOUSTON STATE UNIVERSITY
    BOX 2537
    HUNTSVILLE,TX77341     		    EDUCATION 500
    SECOND BAPTIST SCHOOL FOUNDATION
    6410 WOODWAY
    HOUSTON,TX77057     		    EDUCATION 1,000
    SOUTH TEXAS COLLEGE OF LAW
    1303 SAN JACINTO
    HOUSTON,TX77002     		    EDUCATION 2,050
    SOUTHERN METHODIST UNIVERSITY MGR OF GIFT PROCESS
    PO BOX 750402
    DALLAS,TX75275     		    EDUCATION 8,100
    SOUTHERN NAZARENE UNIVERSITY VP FINANCIAL AFFAIRS
    6729 NW 39 EXPWY
    BETHANY,OK73008     		    EDUCATION 3,000
    ST CECILIA CATHOLIC SCHOOL
    11740 JOAN OF ARC
    HOUSTON,TX77024     		    EDUCATION 100
    ST JOHNS COLLEGE
    PO BOX 2800
    ANNAPOLIS,MD21404     		    EDUCATION 500
    ST JOHNS SCHOOL
    2401 CLAREMONT LANE
    HOUSTON,TX77019     		    EDUCATION 500
    ST LAURENCE CATHOLIC SCHOOL
    2630 AUSTIN PKWY
    SUGAR LAND,TX77479     		    EDUCATION 1,200
    ST PIUS X HIGH SCHOOL
    811 W DONOVAN
    HOUSTON,TX77091     		    EDUCATION 1,000
    STEPHEN F AUSTIN STATE UNIVERSITY
    PO BOX 13032 SFA STATION
    NACOGDOCHES,TX75962     		    EDUCATION 1,000
    STRAKE JESUIT COLLEGE PREPARATORY
    8900 BELLAIRE BLVD
    HOUSTON,TX77036     		    EDUCATION 100
    SUSQUEHANNA UNIVERSITY
    514 UNIVERSITY AVE
    SELINSGROVE,PA17870     		    EDUCATION 100,000
    TEXAS A & M FOUNDATION VICE PRESIDENT & CONTROLLER
    401 GEORGE BUSH DR
    COLLEGE STATION,TX77840     		    EDUCATION 276,389
    TEXAS ALLIANCE FOR MINORITIES IN ENGINEERING (TAME
    UT PICKLE CAMPUS R9200
    AUSTIN,TX78758     		    EDUCATION 15,000
    TEXAS STATE UNIVERSITY - SAN MARCOS
    601 UNIVERSITY D
    SAN MARCOS,TX78666     		    EDUCATION 15,000
    TEXAS TECH UNIVERSITY FOUNDATION
    PO BOX 45025
    LUBBOCK,TX79409     		    EDUCATION 69,500
    TRINITY UNIVERSTIY MATCHING GIFT COORDINATOR
    ONE TRINITY PLACE 49
    SAN ANTONIO,TX78212     		    EDUCATION 500
    TX A&M HSC FDN RANGEL COLLEGE OF PHARMACY
    MSC 131 - 1010 W AVE B
    KINGSVILLE,TX78363     		    EDUCATION 1,000
    UNIVERSITY OF ARKANSAS FOUNDATION INC MGR OF MATCH
    300 UNIVERSITY HOUSE
    FAYETTEVILLE,AR72701     		    EDUCATION 39,790
    UNIVERSITY OF COLORADO FDN
    4740 WALNUT ST
    BOULDER,CO80301     		    EDUCATION 31,000
    UNIVERSITY OF HOUSTON FOUNDATION
    4543 POST OAK PLACE STE 250
    HOUSTON,TX77027     		    EDUCATION 79,126
    UNIVERSITY OF IDAHO FOUNDATION INC ADVANCEMENT SVC
    PO BOX 443147
    MOSCOW,ID83844     		    EDUCATION 4,000
    UNIVERSITY OF ILLINOIS FOUNDATION
    1305 W GREEN ST
    URBANA,IL61801     		    EDUCATION 8,000
    UNIVERSITY OF KENTUCKY
    STURGILL DEVELOPMENT BUILDING
    LEXINGTON,KY40506     		    EDUCATION 20,500
    UNIVERSITY OF LA AT LAFAYETTE ASST VP FINANCIAL SV
    PO BOX 40400
    LAFAYETTE,LA70504     		    EDUCATION 6,000
    UNIVERSITY OF MIAMI
    STE 300 UM GABLES ONE TOWER
    CORAL GABLES,FL33146     		    EDUCATION 3,000
    UNIVERSITY OF NEW ORLEANS FOUNDATION
    2021 LAKESHORE DR STE 420
    NEW ORLEANS,LA70122     		    EDUCATION 1,170
    UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL
    PO BOX 309
    CHAPEL HILL,NC27514     		    EDUCATION 2,000
    UNIVERSITY OF NORTH TEXAS FOUNDATION INC
    1155 UNION CIRCLE 311250
    DENTON,TX76203     		    EDUCATION 1,500
    UNIVERSITY OF NOTRE DAME VP UNIVERSITY RELATIONS
    1100 GRACE HALL
    NOTRE DAME,IN46556     		    EDUCATION 3,000
    UNIVERSITY OF OKLAHOMA FOUNDATION INC
    100 TIMBERDELL RD
    NORMAN,TX73019     		    EDUCATION 103,224
    UNIVERSITY OF PIKEVILLE COLLEGE
    147 SYCAMORE ST
    PIKEVILLE,KY41501     		    EDUCATION 6,000
    UNIVERSITY OF ROCHESTER DIRECTOR GIFT OFFICE
    PO BOX 270032
    ROCHESTER,NY14627     		    EDUCATION 500
    UNIVERSITY OF SCRANTON VP OF INSTITUTIONAL ADVANCE
    PO BOX 1385
    SCRANTON,PA18501     		    EDUCATION 700
    UNIVERSITY OF SOUTHERN MISSISSIPPI FOUNDATION
    118 COLLEGE DR 10026
    HATTIESBURG,MS39406     		    EDUCATION 4,044
    UNIVERSITY OF TENNESSEE SR ASSOCIATE VP
    600 ANDY HOLT TOWER
    KNOXVILLE,TN37996     		    EDUCATION 16,800
    UNIVERSITY OF TEXAS - PAN AMERICAN (UTPA)
    1201 W UNIVERSITY DR
    EDINBURG,TX78541     		    EDUCATION 30,000
    UNIVERSITY OF TEXAS AT ARLINGTON DEVELOPMENT FUNDS
    PO BOX 19198
    ARLINGTON,TX76019     		    EDUCATION 500
    UNIVERSITY OF TEXAS AT AUSTIN MGR OF GIFT ADMINIST
    PO BOX 7458
    AUSTIN,TX78713     		    EDUCATION 34,720
    UNIVERSITY OF TEXAS AT EL PASO ASST VP-INST ADV
    500 W UNIVERSITY KELLY HALL 6TH FL
    EL PASO,TX79968     		    EDUCATION 115,600
    UNIVERSITY OF TEXAS AT SAN ANTONIO
    ONE UTSA CIRCLE
    SAN ANTONIO,TX78249     		    EDUCATION 45,000
    UNIVERSITY OF TEXAS FOUNDATION EXECUTIVE DIRECTOR
    PO BOX 250
    AUSTIN,TX78767     		    EDUCATION 75,000
    UNIVERSITY OF WISCONSIN MADISON FOUNDATION
    PO BOX 8860
    MADISON,WI53708     		    EDUCATION 500
    UNIVERSITY OF WISCONSIN FOUNDATION
    1848 UNIVERSITY AVE
    MADISON,WI53708     		    EDUCATION 100,000
    UNIVERSITY OF WYOMING FDN DIR DEVELOPMENT FINANCE
    1200 E IVINSON
    LARAMIE,WY82070     		    EDUCATION 30,000
    URSULINE ACADEMY OF DALLAS INC
    4900 WALNUT HILL LANE
    DALLAS,TX75229     		    EDUCATION 1,000
    UWMC FOUNDATION
    518 SOUTH 7TH AVE
    WAUSAU,WI54401     		    EDUCATION 500
    VILLANOVA UNIVERSITY
    800 LANCASTER AVE
    VILLANOVA,PA19085     		    EDUCATION 100,000
    WAKE FOREST UNIVERSITY
    BOX 7227 REYNOLDA STATION
    WINSTON SALEM,NC27109     		    EDUCATION 10,000
    WAURIKA PUBLIC SCHOOLS
    600 E FLORIDA AVE
    WAURIKA,OK73573     		    EDUCATION 1,000
    WAYNE STATE UNIVERSITY
    5475 WOODWARD AVE
    DETROIT,MI48202     		    EDUCATION 1,000
    WELLESLEY COLLEGE MGR-GIFT ADMINISTRATION
    106 CENTRAL ST
    WELLESLEY,MA02481     		    EDUCATION 600
    WEST BRIAR MIDDLE SCHOOL
    13733 BRIMHURST DR
    HOUSTON,TX77077     		    EDUCATION 500
    WEST VIRGINIA UNIVERSITY FDN OPERATIONS MANAGER
    PO BOX 1650
    MORGANTOWN,WV26507     		    EDUCATION 35,000
    WESTERN ACADEMY
    1511 BUTLERCREST ST
    HOUSTON,TX77080     		    EDUCATION 1,000
    WESTSIDE HIGH SCHOOL
    14201 BRIAR FOREST
    HOUSTON,TX77077     		    EDUCATION 500
    WILLOW CREEK ELEMENTARY
    2002 WILLOW TERRACE
    KINGWOOD,TX77345     		    EDUCATION 400
    YALE UNIVERSITY ASSOC DIR-CONTRIBUTIONS
    PO BOX 2038
    NEW HAVEN,CT06508     		    EDUCATION 1,700
    YELLOWSTONE ACADEMY INC
    3000 TRULLEY ST
    HOUSTON,TX77004     		    EDUCATION 15,800
    VELMA-ALMA SCHOOL
    PO BOX 8
    VELMA,OK73491     		    EDUCATION 1,000
    Total .................................bullet 3a 3,251,242
    bApproved for future payment
    INTERNATIONAL SCHOLARSHIP AND TUITION SERVICE INC
    1321 MURFREESBORO PIKE STE 800
    NASHVILLE,TN37217     		    EDUCATION 172,500
    Total .................................bullet 3b 172,500
    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 ............     		         
    4 Dividends and interest from securities....         159,939
    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 .............     		        340,908
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..     500,847
    13Total. Add line 12, columns (b), (d), and (e)..................
    13500,847
    (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.)
    4 HALLIBURTON FOUNDATION INC. ACCOMPLISHES ITS CHARITABLE PURPOSES SOLELY THROUGH A PROGRAM OF MAKING CHARITABLE GIFTS AND GRANTS AND DOES NOT CONDUCT ANY CHARITABLE ACTIVITIES OR MAKE PROGRAM-RELATED INVESTMENTS. ALL INCOME REPORTED REPRESENTS INVESTMENT INTEREST AND DIVIDENDS RECEIVED BY THE FOUNDATION THAT CONTRIBUTES IMPORTANTLY TO THE ACCOMPLISHMENT OF THE EXEMPT PURPOSE OF THE ORGANIZATION.
    8 HALLIBURTON FOUNDATION INC. ACCOMPLISHES ITS CHARITABLE PURPOSES SOLELY THROUGH A PROGRAM OF MAKING CHARITABLE GIFTS AND GRANTS AND DOES NOT CONDUCT ANY CHARITABLE ACTIVITIES OR MAKE PROGRAM-RELATED INVESTMENTS. ALL INCOME REPORTED REPRESENTS GAINS OR LOSSES RECEIVED BY THE FOUNDATION THAT CONTRIBUTE IMPORTANTLY TO THE ACCOMPLISHMENT OF THE EXEMPT PURPOSE OF THE ORGANIZATION. ORGANIZATION.
    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
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2013
    Name of the organization
    HALLIBURTON FOUNDATION INC
     
    Employer identification number

    75-1212458
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......................... Arrow Bullet $  
    Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
    Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 2
    Name of organization
    HALLIBURTON FOUNDATION INC
          		Employer identification number

    75-1212458
    Part I
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
     
     

    HALLIBURTON COMPANY  
    3000 N SAM HOUSTON PARKWAY E
     
    HOUSTON, TX77032

    		$2,000,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 3
    Name of organization
    HALLIBURTON FOUNDATION INC
          		Employer identification number

    75-1212458
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 4
    Name of organization
    HALLIBURTON FOUNDATION INC
          		Employer identification number

    75-1212458
    Part III
    Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
    that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
    For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
    contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Additional Data


    Software ID:  
    Software Version:  

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

    TY 2013 DepreciationSchedule
    Name:
    HALLIBURTON FOUNDATION INC
    EIN: 75-1212458
    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

    TY 2013 InvestmentsLandSchedule2
    Name:
    HALLIBURTON FOUNDATION INC
    EIN: 75-1212458
    Category/ Item Cost/Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value

    TY 2013 InvestmentsOtherSchedule2
    Name:
    HALLIBURTON FOUNDATION INC
    EIN: 75-1212458
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    OTHER INVESTMENTS AT COST 15,806,165 21,418,953

    TY 2013 LandEtcSchedule2
    Name:
    HALLIBURTON FOUNDATION INC
    EIN: 75-1212458
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value


    TY 2013 OtherExpensesSchedule
    Name:
    HALLIBURTON FOUNDATION INC
    EIN: 75-1212458
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    SCHOLARSHIP ADMINISTRATION FEE 39,000      


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    HALLIBURTON FOUNDATION INC
    EIN: 75-1212458
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MANAGEMENT FEES 9,364 9,364    


    TY 2013 TaxesSchedule
    Name:
    HALLIBURTON FOUNDATION INC
    EIN: 75-1212458
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX 2,000