TY 2013 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)

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

generally cannot redact the information on the form.

Information about Form 990 and its instructions is at www.IRS.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

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

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
PERMIAN BASIN AREA FOUNDATION

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
200 N Loraine St Ste 500

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Midland, TX79701

D Employer identification number

75-2295008

E Telephone number

G Gross receipts $ 50,119,613

F Name and address of principal officer:
Guy McCrary
200 N Loraine Ste 500
Midland,TX79701

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

www.pbaf.org

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1989

M State of legal domicile: TX

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: Permian Basin Area Foundation facilitates the creation of permanent charitable funds in partnership with many donors, and provides grants to address community needs and enrich the quality of life in the Permian Basin.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	12
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	12
5	Total number of individuals employed in calendar year 2013 (Part V, line 2a) ......	5	9
6	Total number of volunteers (estimate if necessary) .............	6	151
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	13,460,945	8,896,501
9	Program service revenue (Part VIII, line 2g) .........	107,143	89,024
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	2,938,990	5,247,293
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	2,144,843	2,646,853
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	18,651,921	16,879,671
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	7,371,170	10,210,376
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	767,068	852,111
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 140,794
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	868,408	967,288
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	9,006,646	12,029,775
19	Revenue less expenses. Subtract line 18 from line 12.......	9,645,275	4,849,896
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	91,907,173	108,048,867
21	Total liabilities (Part X, line 26).............	60,750	92,525
22	Net assets or fund balances. Subtract line 21 from line 20.....	91,846,423	107,956,342

Part II

Signature Block

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 officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2013)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III ..............

Briefly describe the organization’s mission: Permian Basin Area Foundation facilitates the creation of permanent charitable funds in partnership with many donors, and provides grants to address community needs and enrich the quality of life in the Permian Basin.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If "Yes," describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If "Yes," describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 10,393,944 including grants of $ 10,210,376 ) (Revenue $ 0 )
	Community capacity building programs: 546 grants and scholarships to various organizations and individuals; based on approved grant and scholarship applications.

4b	(Code: ) (Expenses $ 382,193 including grants of $ 0 ) (Revenue $ 89,024 )
	Nonprofit Management Center programs: Provided 22 training sessions to 722 attendees. Provided 642 hours of consultation to more than 24 nonprofit organizations. Responded to over 380 requests for general information and assistance. Provided a series of 8 training sessions held over a 4 month period on board governance, graduated 29 participants and coordinated placements on nonprofit boards. Provided a Nonprofit Executive Leadership Certification program, consisting of 9 trainings over an 9 month period intended to address the shortage of trained and qualified nonprofit leaders, with 26 individuals participating.

4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ 0 including grants of $ 0 ) (Revenue $ 0 )
4e	Total program service expenses10,776,137

Form 990 (2013)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A Click to see attachment

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

Yes

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment

...

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C,
Part III............................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I Click to see attachment

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

Yes

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III ....................

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV..............

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part V Click to see attachment

......

Yes

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI. Click to see attachment

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

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VII.......

11b

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IX Click to see attachment

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

11d

Yes

Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X

11e

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part X.........................

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII .................

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I (see instructions)....

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............ Click to see attachment

Yes

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III...................

20a

Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....

20a

If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2013)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment

Yes

Did the organization report more than $5,000 of grants or other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Yes

Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I........

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I...................

25b

Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, complete Schedule L, Part II....................

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III.........

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV ..........................

28a

A family member of a current or former officer, director, trustee, or key employee? If "Yes,"
complete Schedule L, Part IV.....................

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV...

28c

Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M.. Click to see attachment

Yes

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I........

Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2...

35b

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2.............

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2013)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response or note to any line in this Part V ..............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

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

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

Yes

If "Yes," did the organization notify the donor of the value of the goods or services provided?.....

Yes

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If "Yes," indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

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

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If "Yes," enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..

14b

Form 990 (2013)

Page 6

Part VI

Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response or note to any line in this Part VI ..............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Yes

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If "No," go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

Cyndi Vara200 N Loraine Ste 500MidlandTX79701 (432) 617-3213

Form 990 (2013)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response or note to any line in this Part VII ..............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) Larry Edgerton........................................................................ Chair	2 .......................0	X	X		0	0	0
(2) Steve Barron........................................................................ Past Chair	1 .......................0	X			0	0	0
(3) Mike Canon........................................................................ Vice-Chair	1 .......................0	X	X		0	0	0
(4) Mark Nicholas........................................................................ Treasurer	1 .......................0	X	X		0	0	0
(5) Cathy Eastham........................................................................ Secretary	1 .......................0	X	X		0	0	0
(6) Trey Grafa........................................................................ Director	1 .......................0	X			0	0	0
(7) Patty Herd........................................................................ Director	1 .......................0	X			0	0	0
(8) Scott Kidwell........................................................................ Director	1 .......................0	X			0	0	0
(9) Carolyn Stone........................................................................ Director	1 .......................0	X			0	0	0
(10) Stacey Gerig........................................................................ Director	1 .......................0	X			0	0	0
(11) Kathy Clark........................................................................ Director	1 .......................0	X			0	0	0
(12) Jerry Morales........................................................................ Director	1 .......................0	X			0	0	0
(13) Guy McCrary........................................................................ President and CEO	40 .......................2		X		138,469	0	39,453
(14) Cyndi Vara........................................................................ Controller	40 .......................1			X	101,588	0	27,604

Form 990 (2013)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)						(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	240,057	0	67,057

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
RBC Wealth Management550 W Texas Ste 120MidlandTX79701	Investment Consultant and Management Services	419,599




2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 1

Form 990 (2013)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII .............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a		0
b	Membership dues....1b		0
c	Fundraising events....1c		95,654
d	Related organizations...1d		0
e	Government grants (contributions)1e		0

f	All other contributions, gifts, grants, and similar amounts not included above1f		8,800,847

g	Noncash contributions included in lines 1a-1f:$		4,812,725
h	Total. Add lines 1a-1f.......			8,896,501
			Business Code
2a	Nonprofit Management Center		541610	89,024	89,024	0	0
b
c
d
e
f	All other program service revenue .			0	0	0	0
g	Total. Add lines 2a–2f........			89,024
3	Investment income (including dividends, interest, and other similar amounts).......			1,665,002	0	0	1,665,002
4	Income from investment of tax-exempt bond proceeds..			0	0	0	0
5	Royalties...........			2,640,193	0	0	2,640,193
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	36,787,206	100
b	Less: cost or other basis and sales expenses	33,204,919	96
c	Gain or (loss)	3,582,287	4
d	Net gain or (loss)..........			3,582,291	0	0	3,582,291
8a	Gross income from fundraising events (not including $ 95,654 of contributions reported on line 1c). See Part IV, line 18 ..
	a		34,927
b	Less: direct expenses ...b		34,927
c	Net income or (loss) from fundraising events..			0		0	0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a	Other Income		900099	6,660	0	0	6,660
b
c
d	All other revenue ....			0	0	0	0
e	Total. Add lines 11a–11d ......			6,660
12	Total revenue. See Instructions......			16,879,671	89,024	0	7,894,146

Form 990 (2013)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	9,914,934	9,914,934
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	295,442	295,442
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0	0
4	Benefits paid to or for members	0	0
5	Compensation of current officers, directors, trustees, and key employees ....	177,921	31,717	89,926	56,278
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0	0	0	0
7	Other salaries and wages	521,846	286,475	214,117	21,254
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	52,185	28,673	21,367	2,145
9	Other employee benefits .......	52,739	30,175	20,026	2,538
10	Payroll taxes ...........	47,420	22,790	20,037	4,593
11	Fees for services (non-employees):
a	Management ......	0	0	0	0
b	Legal .........	2,215	1,715	0	500
c	Accounting ...........	45,443	0	45,443	0
d	Lobbying ...........	0	0	0	0
e	Professional fundraising services. See Part IV, line 17	0			0
f	Investment management fees ......	536,585	0	536,585	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	1,853	1,853	0	0
12	Advertising and promotion ....	7,566	1,689	0	5,877
13	Office expenses .......	28,254	15,776	11,072	1,406
14	Information technology ......	41,667	13,166	25,102	3,399
15	Royalties ..	0	0	0	0
16	Occupancy ...........	81,539	43,118	30,838	7,583
17	Travel ............	5,386	2,033	336	3,017
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0	0	0	0
19	Conferences, conventions, and meetings ....	13,574	7,294	5,040	1,240
20	Interest ...........	0	0	0	0
21	Payments to affiliates .......	0	0	0	0
22	Depreciation, depletion, and amortization .....	7,490	3,011	3,595	884
23	Insurance ..............	8,089	3,859	3,395	835
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	Ad Valorem Mineral Taxes	63,840	0	63,840	0
b	Training Programs	52,490	52,490	0	0
c	Special Events	27,070	10,643	0	16,427
d	Annual Report	11,807	0	11,807	0
e	All other expenses	32,420	9,284	10,318	12,818
25	Total functional expenses. Add lines 1 through 24e	12,029,775	10,776,137	1,112,844	140,794
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2013)

Page 11


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			186,366	1	141,277
2	Savings and temporary cash investments .........			3,170,257	2	2,812,630
3	Pledges and grants receivable, net ...........			1,158,714	3	0
4	Accounts receivable, net .............			0	4	0
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			5,192	7	5,594
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ..........			23,384	9	21,336
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	122,633
b	Less: accumulated depreciation .....	10b	94,924	19,061	10c	27,709
11	Investments—publicly traded securities ..........			79,948,788	11	93,109,646
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 .....			0	13	0
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			7,395,411	15	11,930,675
16	Total assets. Add lines 1 through 15 (must equal line 34)......			91,907,173	16	108,048,867
17	Accounts payable and accrued expenses .........			0	17	0
18	Grants payable .................			60,750	18	92,525
19	Deferred revenue ................			0	19	0
20	Tax-exempt bond liabilities .............			0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................				25
26	Total liabilities. Add lines 17 through 25.........			60,750	26	92,525
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			82,406,910	27	94,910,468
28	Temporarily restricted net assets ...........			7,396,656	28	10,999,364
29	Permanently restricted net assets ...........			2,042,857	29	2,046,510
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			91,846,423	33	107,956,342
34	Total liabilities and net assets/fund balances ........			91,907,173	34	108,048,867

Form 990 (2013)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI ..............

Total revenue (must equal Part VIII, column (A), line 12) ............

16,879,671

Total expenses (must equal Part IX, column (A), line 25) ............

12,029,775

Revenue less expenses. Subtract line 2 from line 1 ..............

4,849,896

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

91,846,423

Net unrealized gains (losses) on investments ...............

8,752,267

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

2,507,756

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

107,956,342

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line in this Part XII .............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.

Form 990 (2013)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:	13000241
Software Version:	v1.00

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.
right arrow

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

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

PERMIAN BASIN AREA FOUNDATION

Employer identification number

75-2295008

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

(ii) A family member of a person described in (i) above? ......................

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2013

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	3,470,782	5,048,581	9,176,040	9,854,535	8,896,501	36,446,439
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......	0	0	0	0	0	0
3	The value of services or facilities furnished by a governmental unit to the organization without charge..	0	0	0	0	0	0
4	Total. Add lines 1 through 3	3,470,782	5,048,581	9,176,040	9,854,535	8,896,501	36,446,439
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..						19,683,325
6	Public support. Subtract line 5 from line 4.						16,763,114

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
7	Amounts from line 4..	3,470,782	5,048,581	9,176,040	9,854,535	8,896,501	36,446,439
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	1,091,719	1,419,682	2,633,513	3,726,523	4,305,195	13,176,632
9	Net income from unrelated business activities, whether or not the business is regularly carried on..	0	0	0	0	0	0
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..	18,817	5,852	2,617	2,138	6,660	36,084
11	Total support (Add lines 7 through 10).						49,659,155

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here................................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f)) .........

33.756 %

Public support percentage for 2012 Schedule A, Part II, line 14 ...............

36.782 %

16a

33 1/3% support test—2013. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2012. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2013

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2012 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2012 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2013. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2012. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2013

Page 4

Part IV

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2013

Additional Data

Software ID:	13000241
Software Version:	v1.00

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

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

OMB No. 1545-0047

2013

Name of the organization

PERMIAN BASIN AREA FOUNDATION

Employer identification number

75-2295008

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

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

Special Rules

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

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

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

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

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

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

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

Page 2

Name of organization PERMIAN BASIN AREA FOUNDATION

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
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTEDRESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

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

Page 3

Name of organization PERMIAN BASIN AREA FOUNDATION

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
PERMIAN BASIN AREA FOUNDATION

Employer identification number

75-2295008

Part III

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

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

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

Additional Data

Software ID:	13000241
Software Version:	v1.00

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions. SchDMd Bullet

Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

PERMIAN BASIN AREA FOUNDATION

Employer identification number

75-2295008

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........	55	41
2	Aggregate contributions to (during year) ...	4,679,093	735,935
3	Aggregate grants from (during year) .....	7,457,538	371,700
4	Aggregate value at end of year ........	40,541,462	9,957,532

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2013

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	75,845,955	63,978,502	51,663,027	42,304,560	36,091,765
b	Contributions ........	10,577,190	11,942,029	15,150,315	6,774,520	2,453,916
c	Net investment earnings, gains, and losses	13,835,855	7,386,722	1,522,671	4,986,983	6,223,901
d	Grants or scholarships .....	9,324,053	6,840,319	3,824,339	1,979,933	2,109,103
e	Other expenditures for facilities and programs ........	0	0	0	0	0
f	Administrative expenses ....	685,851	620,979	533,172	423,103	355,919
g	End of year balance ......	90,249,096	75,845,955	63,978,502	51,663,027	42,304,560

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

86 %

Permanent endowment SchDMd Bullet

12 %

Temporarily restricted endowment SchDMd Bullet

2 %

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	0	0		0
b	Buildings ................	0	0	0	0
c	Leasehold improvements ............	0	0	0	0
d	Equipment ................	0	122,633	94,924	27,709
e	Other .................	0	0	0	0
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......					27,709

Schedule D (Form 990) 2013

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) Accrued Interest Receivable				96,622
(2) Bequests Receivable				2,274,089
(3) Beneficial Interest in Remainder Trust				1,579,004
(4) Beneficial Interest in Lead Trust				1,084,738
(5) Beneficial Interest in Perpetual Trust				46,510
(6) Oil and Gas Royalties				6,849,712



Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				11,930,675

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes









Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)
2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII ..................................................

Schedule D (Form 990) 2013

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
Schedule D, Part V, Line 4	The organization's endowment funds are used to provide grants and scholarships to address changing community needs and enrich the quality of life in the Permian Basin.

Schedule D (Form 990) 2013

Additional Data

Software ID:	13000241
Software Version:	v1.00

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. right arrow

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.
right arrow

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

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization
PERMIAN BASIN AREA FOUNDATION

Employer identification number

75-2295008

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Form 990-EZ filers are not required to complete this part.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and email solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.

(i) Name and address of individual or entity (fundraiser)	(iii) Did fundraiser have custody or control of contributions?
	Yes	No










Total .................

List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing.

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2013

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.

		(a) Event #1 Golf Tournament (event type)	(b) Event #2 Beacon Awards Luncheon (event type)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . .	71,106	59,475	130,581
2	Less: Contributions . .	45,789	49,865	95,654
3	Gross income (line 1 minus line 2) . . .	25,317	9,610	34,927
4	Cash prizes . . .	0	0	0
5	Noncash prizes . .	0	0	0
6	Rent/facility costs . .	0	0	0
7	Food and beverages .	0	9,610	9,610
8	Entertainment . . .	0	0	0
9	Other direct expenses .	25,317	0	25,317
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........			34,927
11	Net income summary. Subtract line 10 from line 3, column (d)...........			0

Part III

Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (add col.(a) through col.(c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes %
	No

	Yes %
	No

	Yes %
	No

Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow

Net gaming income summary. Subtract line 7 from line 1, column (d) ......... right arrow

Enter the state(s) in which the organization operates gaming activities:

Is the organization licensed to operate gaming activities in each of these states? ............

YesNo

If "No," explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2013

Page 3

Does the organization operate gaming activities with nonmembers? .................

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ..........................

YesNo

Indicate the percentage of gaming activity operated in:

The organization's facility ......................

13a

An outside facility ........................

13b

Enter the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ......................................

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

If "Yes," enter name and address of the third party:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

Supplemental Information. Provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).

Return Reference	Explanation

Schedule G (Form 990 or 990-EZ) 2013

Additional Data

Software ID:	13000241
Software Version:	v1.00

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
PERMIAN BASIN AREA FOUNDATION

Employer identification number
75-2295008

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) Alzheimers Association STAR Chapter 4400 N Big Spring St Ste C32 Midland,TX79705	13-3039601	501 C3	10,000	Health Services
(2) American Red Cross of Permian Basin Area Chapter PO Box 60310 Midland,TX79711	53-0196605	501 C3	30,000	2013 Fall Grant and Human Services
(3) Aphasia Center of West Texas 5214 Thomason Drive Midland,TX79703	02-0618732	501 C3	35,100	2013 Fall Grant and Human Services
(4) AQHA Foundation PO Box 32111 Amarillo,TX79120	51-0187823	501 C3	6,000	Animal Services
(5) Area Missions Outreach Services PO Box 762 Midland,TX79702	75-2220887	501 C3	30,000	Human Services
(6) Arise Africa 2122 Kidwell Suite 207 Dallas,TX75214	27-2014915	501 C3	35,000	International Services
(7) Arts Council of Midland PO Box 3494 Midland,TX79702	75-1894442	501 C3	26,676	2013 Distributable Income and Arts and Culture
(8) Baptist Memorials Ministries PO Box 5661 San Angelo,TX76902	75-0983837	501 C3	87,668	Q3 2013 Distributable Income
(9) Basin PBS PO Box 8940 Midland,TX79708	20-3221344	501 C3	26,000	Educational
(10) Boys and Girls Club Of Odessa 800 E 13th Street Odessa,TX79761	75-0990952	501 C3	10,000	Youth Development
(11) Buckner Children and Family Services 600 N Pearl St Ste 2000 Dallas,TX75201	75-2571395	501 C3	130,618	2013 Distributable Income and Human Services
(12) Buffalo Trail Council BSA 1101 W Texas Avenue Midland,TX79701	75-0800616	501 C3	56,660	2013 Distributable Income and Youth Services
(13) Bush Tennis Center PO Box 4914 Midland,TX79704	26-1105431	501 C3	6,000	2013 Spring Grant and Educational
(14) Bynum School PO Box 80175 Midland,TX79708	75-1932925	501 C3	64,235	Q2 2013 Distributable Income and Educational and Youth Services
(15) COM Aquatics 3003 North A Street Midland,TX79705	75-1254435	501 C3	67,843	2013 Distributable Income and Human Services
(16) Casa de Amigos 1101 E Garden Lane Midland,TX79701	75-1240087	501 C3	7,349	2013 Distributable Income
(17) Casa of West Texas 1611 W Texas Midland,TX79701	75-2871945	501 C3	25,000	2013 Spring Grant and Youth Services
(18) Catholic Charities Community Services of Odessa 2500 Andrews Highway Odessa,TX79761	75-2233859	501 C3	35,000	2013 Fall Grant and Human Services
(19) Centers for Children and Families 1004 N Big Spring Ste 325 Midland,TX79701	75-1005357	501 C3	50,083	Q4 2013 Distributable Income and Human Services
(20) Childfund International PO Box 26511 Richmond,VA23286	54-0536100	501 C3	5,500	Youth Development
(21) Christmas in Action of Midland PO Box 3744 Midland,TX79702	75-1731319	501 C3	40,000	2013 Distributable Income and Housing and Shelter
(22) Church on Wheels PO Box 9402 Midland,TX79708	75-2758174	501 C3	20,000	Human Services
(23) City of Midland PO Box 1152 Midland,TX79702	75-6000608	Government Entity	22,707	2013 Distributable Income
(24) Communities In Schools of the Permian Basin PO Box 10532 Midland,TX79702	75-2821486	501 C3	25,000	2013 Spring Grant and Educational
(25) Community Childrens Clinic PO Box 3328 Midland,TX79702	75-1875246	501 C3	13,652	2013 Distributable Income
(26) Cook Childrens Health Foundation 801 7th Avenue Fort Worth,TX76104	75-2051649	501 C3	25,000	2013 Fall Grant and Health Services
(27) Education Foundation of Odessa PO Box 951 Odessa,TX79760	75-2862209	501 C3	243,967	2013 Distributable Income and Educational
(28) Engineering Scholarship Program The University of Texas at Austin 1 University Station C2100 Austin,TX78712	74-6000203	501 C3	7,500	Educational
(29) Family Promise of Midland PO Box 7601 Midland,TX79708	27-1003573	501 C3	23,000	2013 Spring Grant and Housing Services
(30) Family Promise of Odessa PO Box 12781 Odessa,TX79762	26-1828381	501 C3	24,000	2013 Fall Grant and Housing Services
(31) Feed the Children PO Box 36 Oklahoma City,OK73101	73-6108657	501 C3	6,000	Human Services
(32) First Christian Church 1301 W Louisiana Avenue Midland,TX79701	75-0959993	501 C3	75,000	Religion
(33) First Presbyterian Church 800 West Texas Midland,TX79701	75-0983832		89,491	Religion
(34) Food 2 Kids Inc PO Box 4242 Odessa,TX79760	45-2256115	501 C3	25,000	Food and Nutrition
(35) Food for the Poor 6401 Lyons Road PO Box 979001 Coconut Creek,FL33097	59-2174510	501 C3	20,000	Human Services
(36) Friends of Big Bend National Park PO Box 200 Big Bend Nat Park,TX79834	75-2670331	501 C3	20,000	2013 Spring Grant and Philanthropy
(37) Friends of the Jeff Davis County Library PO Box 425 Fort Davis,TX79734	26-2817908	501 C3	10,000	2013 Spring Grant and Educational
(38) Girl Scouts of the Desert Southwest 5217 N Dixie Odessa,TX79762	75-0887144	501 C3	21,369	2013 Distributable Income and Youth Services
(39) Gladney Center for Adoption 6300 John Ryan Drive Fort Worth,TX76132	75-0917409	501 C3	25,000	2013 Fall Grant and Human Services
(40) Globe Theatre 2308 Shakespeare Road Odessa,TX79761	75-6036127	501 C3	9,000	2013 Distributable Income
(41) Good News Ministries PO Box 3315 Midland,TX79702	75-2629527	501 C3	20,000	Human Services
(42) Grace School of Theology PO Box 7477 The Woodlands,TX77387	76-0690847	501 C3	700,000	Educational
(43) Greater Ideal Family Life Center 301 S Tyler Midland,TX79701	04-3743673	501 C3	62,170	2013 Spring Grant and Human Services
(44) Harmony Home Childrens Advocacy Center PO Box 3087 Odessa,TX79760	75-1633415	501 C3	18,000	2013 Fall Grant and Youth Services
(45) High Sky Childrens Ranch 8701 W County Rd 60 Midland,TX79707	75-1155049	501 C3	50,500	Housing and Shelter and Youth Services
(46) Hillcrest School 2800 North A Street Midland,TX79705	75-2468032	501 C3	18,373	2013 Distributable Income
(47) Historic Cane Hill Inc PO Box 756 Lincoln,AR72744	71-0653475	501 C3	350,000	Educational
(48) Howard College Student Financial Aid 1001 Birdwell Lane Big Spring,TX79720	75-1732455	Government Entity	5,548	Educational
(49) Junior Achievement of the Permian Basin 303 W Wall Suite 807 Midland,TX79701	75-1097059	501 C3	15,000	2013 Spring Grant and Human Services
(50) Junior League of Midland 902 W Dengar Midland,TX79705	75-1005294	501 C3	30,000	2013 Spring Grant and Community Development
(51) Kaleidoscope Ministries PO Box 51601 Midland,TX79710	65-1313112	501 C3	10,225	2013 Spring Grant and Human Services
(52) Learning Ally 20 Roszel Road Princeton,NJ08540	13-1659345	501 C3	10,500	2013 Spring Grant and Youth Services
(53) Make A Wish Foundation of North Texas 407 N Big Spring Suite 208 Midland,TX79701	75-1889666	501 C3	30,500	2013 Spring Grant and Youth Services
(54) Manor Park 2208 N Loop 250 West Midland,TX79707	75-1227882	501 C3	30,000	Aging Services
(55) Marfa Education Foundation PO Box 660 Marfa,TX79843	27-4545608	501 C3	7,500	2013 Fall Grant and Educational
(56) Marfa Public Library PO Box U Marfa,TX79843	74-6001684	501 C3	10,000	2012 Fall Grant
(57) McDonald Observatory 1 University Station A2100 Austin,TX78712	74-6000203	501 C3	10,000	2013 Fall Grant and Educational
(58) Midland African American Roots Historical Cultural Arts Council PO Box 50473 Midland,TX79710	75-2888926	501 C3	15,000	2013 Spring Grant and Arts & Culture
(59) Midland Bible Church 5900 Whitman Midland,TX79705	75-1448418	501 C3	3,057,800	Religion
(60) Midland Classical Academy 5711 Whitman Drive Midland,TX79705	75-2760945	501 C3	15,000	Educational
(61) Midland College Foundation 3600 N Garfield Midland,TX79705	23-7315067	501 C3	12,000	2013 Spring Grant and Educational
(62) Midland Community Development Corporation 208 South Marienfeld Midland,TX79701	75-2280264	501 C3	50,000	2013 Fall Grant and Housing and Shelter
(63) Midland Community Healthcare Services PO Box 5576 Midland,TX79704	83-0358685	501 C3	50,000	2013 Spring Grant and Health Services
(64) Midland Community Theatre 2000 W Wadley Ave Midland,TX79705	75-6003774	501 C3	18,000	2013 Fall Grant and Arts and Culture
(65) Midland County Public Library Foundation 301 W Missouri Avenue Midland,TX79701	46-0735772	501 C3	15,000	2013 Spring Grant and Educational
(66) Midland Fair Havens 2400 Whitmire Blvd Suite 100 Midland,TX79705	75-2627746	501 C3	23,000	2013 Spring Grant and Housing Services
(67) Midland Festival Ballet PO Box 52034 Midland,TX79710	75-2510710	501 C3	7,675	2013 Spring Grant and Arts and Culture
(68) Midland Gem and Mineral Society PO Box 5043 Midland,TX79704	75-1173136	501 C3	7,425	2013 Spring Grant and Arts and Culture
(69) Midland Habitat for Humanity PO Box 2555 Midland,TX79702	75-2381356	501 C3	169,000	2013 Fall Grant and Housing and Shelter
(70) Midland Memorial Foundation 400 Rosalind Redfern Grover Parkway Midland,TX79701	75-0827455	501 C3	10,275	2013 Distributable Income and Health Services
(71) Midland Memorial Hospital 400 Rosalind Redfern Grover Parkway Midland,TX79701	75-0827455	501 C3	103,000	Health Services
(72) Midland Need to Read 1709 West Wall Midland,TX79701	75-2044292	501 C3	9,100	2013 Fall Grant and Educational
(73) Midland Odessa Area AIDS Support 800 W Texas Midland,TX79701	75-2470417	501 C3	23,500	2013 Spring Grant and Human Services
(74) Midland Teen Court 615 W Missouri Ave Ste 226 Midland,TX79701	75-2503655	501 C3	10,000	2013 Spring Grant and Youth Development
(75) Midland Odessa Symphony and Chorale PO Box 60658 Midland,TX79711	75-1301544	501 C3	89,781	2013 Fall Grant and Arts and Culture
(76) Multiple Sclerosis Society 1031 Andrews Hwy Suite 304C Midland,TX79701	74-1266225	501 C3	5,035	2013 Distributable Income
(77) Muscular Dystrophy Association 600 N Marienfeld Ste 112 Midland,TX79701	13-1665552	501 C3	50,000	2013 Fall Grant and Health Services
(78) New Direction Ministry PO Box 1541 Midland,TX79702	05-0569381	501 C3	75,000	2013 Fall Grant and Human Services
(79) New Horizons Ranch and Center Inc 500 Chestnut Suite 1101 Abilene,TX79602	75-1530340	501 C3	50,000	2013 Spring Grant and Human Services
(80) Nonprofit Management Center of the Permian Basin PO Box 53140 Midland,TX79710	46-0706163	501 C3	100,000	Community Development
(81) Odessa Christian School 2000 Doran Street Odessa,TX79761	75-1231036	501 C3	22,030	2013 Fall Grant and Educational
(82) Odessa Christmas in Action PO Box 15075 Odessa,TX79768	75-2258032	501 C3	25,000	2013 Fall Grant and Housing and Shelter
(83) Odessa College Foundation 201 W University Odessa,TX79764	75-2655037	501 C3	15,000	2013 Spring Grant and Educational
(84) Odessa Council for the Arts and Humanities PO Box 7195 Odessa,TX79760	75-1663253	501 C3	10,000	Arts and Culture
(85) Odessa Links 119 W 4th Street Ste 201 Odessa,TX79761	75-2943130	501 C3	20,000	2013 Spring Grant and Human Services
(86) Partners Relief and Development PO Box 2066 Redlands,CA92373	22-3786806	501 C3	20,000	Human Services
(87) Permian Basin Petroleum Museum Library and Hall of Fame 1500 Interstate 20 West Midland,TX79701	75-6085378	501 C3	166,200	2013 Spring Grant and Arts and Culture
(88) Permian Basin Rehabilitation Center 620 N Alleghaney Odessa,TX79761	75-0866501	501 C3	10,000	Health Services
(89) Polo on the Prairie PO Box 4470 Houston,TX77210	74-6000203	501 C3	20,000	Health Services
(90) Presbyterian Childrens Homes and Services 4407 Bee Cave Road 520 Austin,TX78746	75-0818172	501 C3	10,000	2013 Fall Grant and Housing and Shelter
(91) Recording Library of West Texas 2012 W Cuthbert Midland,TX79701	23-7075064	501 C3	11,198	2013 Distributable Income
(92) Ring14 USA 4448 Yale Drive Lafayette,IN47909	45-3754937	501 C3	13,500	Human Services
(93) Ronald McDonald House Charities of the Southwest 3413 10th Street Lubbock,TX79415	75-1915179	501 C3	10,000	2013 Fall Grant and Human Services
(94) SHARE 1301 W Louisiana Midland,TX79701	26-2780706	501 C3	30,000	2013 Spring Grant and Human Services
(95) Safari Club International West Texas Chapter 521 North Texas Odessa,TX79761	75-2960704	501 C3	6,000	Educational
(96) Safe Place of the Permian Basin PO Box 11331 Midland,TX79702	75-1657264	501 C3	30,000	2013 Spring Grant and Human Services
(97) Salvation Army of Midland 300 S Baird Midland,TX79701	75-0800678	501 C3	5,401	2013 Distributable Income and Human Services
(98) Samaritan Counseling Center PO Box 60312 Midland,TX79711	75-1437991	501 C3	14,200	Health and Human Services
(99) Sowers Field 5662 Calle Real 344 Goleta,CA93117	58-2381642	501 C3	35,000	Religion
(100) St Johns Episcopal Church PO Box 3346 Odessa,TX79760	75-6004798		17,875	2013 Distributable Income
(101) St Johns Episcopal School PO Box 3046 Odessa,TX79760	75-2015719	501 C3	23,995	2013 Distributable Income
(102) TCU Frog Club TCU Box 297140 Fort Worth,TX76129	75-0827465	501 C3	9,000	Educational
(103) TCU College of Education TCU Box 297044 Fort Worth,TX76129	75-0827465	501 C3	15,000	Educational
(104) Texas A and M Foundation 401 George Bush Drive College Station,TX77840	74-2245072	501 C3	912,500	Educational
(105) Texas A and M University 12th Man Foundation PO Box 2800 College Station,TX77841	74-1185725	501 C3	847,500	Educational
(106) Texas Tech Foundation PO Box 41081 Lubbock,TX79409	75-6043842	501 C3	10,500	Educational
(107) The Association of Former Students Texas A and M University 505 George Bush Drive College Station,TX77840	74-0490865	501 C3	10,000	Educational
(108) The Genesis Center 2800 W Louisiana Avenue Midland,TX79701	75-2923564	501 C3	130,500	Human Services
(109) The Life Center 2101 W Wall Midland,TX79701	75-1663590	501 C3	50,257	2013 Distributable Income and Health Services
(110) The NRA Foundation 11250 Waples Mill Road Farifax,VA22030	52-1710886	501 C3	25,000	Educational
(111) Trinity School of Midland 3500 West Wadley Midland,TX79707	75-0995808	501 C3	114,995	2013 Distributable Income and Educational
(112) UMC Foundation 602 Indiana Avenue Lubbock,TX79415	75-1639312	501 C3	50,000	2013 Spring Grant and Health Services
(113) United Way of Midland 1209 West Wall Midland,TX79701	75-0945926	501 C3	77,389	2013 Distributable Income and Community Services
(114) University of Texas McCombs School of Business 100 W 21st Street B6006 Austin,TX78712	75-1589151	Government Entity	25,000	Educational
(115) University of Texas of the Permian Basin Office of Institutional Advancement 4901 East University Blvd Odessa,TX79762	75-1393493	Government Entity	28,750	2013 Spring Grant and Educational
(116) Unlock Ministries PO Box 7742 Midland,TX79708	75-2959142	501 C3	30,000	2013 Spring Grant and Educational
(117) West Texas Food Bank PO Box 4242 Odessa,TX79760	75-2057692	501 C3	50,500	Food and Nutrition
(118) White Pool House Friends 112 E Murphy Street Odessa,TX79761	75-2099391	501 C3	10,000	2013 Fall Grant and Educational
(119) World Craniofacial Foundation PO Box 515838 Dallas,TX75251	75-2304155	501 C3	20,000	Health Services

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

113

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2013

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance
(1) Educational	198	295,442	0

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference

Explanation

Schedule I, Part I, Line 2

Organizations receiving grants from Permian Basin Area Foundation are required to report on the status of their grants within two years of the grant award. A standard form is required from all organizations. Students receiving scholarships from Permian Basin Area Foundation sign a contract agreeing to submit grade reports following every semester in which they receive an award from the Foundation.

Schedule I (Form 990) 2013

Additional Data

Software ID:	13000241
Software Version:	v1.00

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

PERMIAN BASIN AREA FOUNDATION

Employer identification number

75-2295008

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2013

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)Guy McCraryPresident and CEO	(i) (ii)	138,469 0	0 0	0 0	0 0	39,453 0	177,922 0	0

Schedule J (Form 990) 2013

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation

Schedule J (Form 990) 2013

Additional Data

Software ID:	13000241
Software Version:	v1.00

- TIN:

SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

Noncash Contributions

Complete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image

Attach to Form 990.
Right pointing arrow large image

Information about Schedule M (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

PERMIAN BASIN AREA FOUNDATION

Employer identification number

75-2295008

Part I

Types of Property

	(a) Check if applicable	(b) Number of contributions or items contributed	(c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g	(d) Method of determining noncash contribution amounts
1 Art—Works of art ....
2 Art—Historical treasures .
3 Art—Fractional interests ..
4 Books and publications ..
5 Clothing and household goods .......
6 Cars and other vehicles ..
7 Boats and planes ....
8 Intellectual property ...
9 Securities—Publicly traded .	X	9	2,778,734	fair value
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...
20 Drugs and medical supplies .
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( Public securities receivable from estate )	X	2	1,493,523	fair value
26 Other ( 20% of estate (due from estate) )	X	1	543,468	estimated fair value
27 Other ( )
28 Other ( )

Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...

Yes

30a

During the year, did the organization receive by contribution any property reported in Part I, lines 1 through 28, that

it must hold for at least three years from the date of the initial contribution, and which is not required to be used

for exempt purposes for the entire holding period? ..................

30a

If "Yes," describe the arrangement in Part II.

Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?

Yes

32a

Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contributions? ..........................

32a

Yes

If "Yes," describe in Part II.

If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,

describe in Part II.

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 51227J

Schedule M (Form 990) (2013)

Page 2

Part II

Supplemental Information. Provide the information required by Part I, lines 30b,
32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.

Return Reference	Explanation
Schedule M, Part I, Line 32b	Upon receipt of publicly traded securities, the Foundation utilizes third party investment managers to sell the securities.

Schedule M (Form 990) (2013)

Additional Data

Software ID:	13000241
Software Version:	v1.00

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

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

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

PERMIAN BASIN AREA FOUNDATION

Employer identification number

75-2295008

Return Reference	Explanation
Form 990, Part III, Line 3	After December 31, 2013, the Foundation ceased the Nonprofit Management Center programs, as the Nonprofit Management Center obtained its own tax exempt status from the IRS and began operating as a separate tax exempt entity beginning in early 2014.
Form 990, Part VI, Section A, Line 4	The following paragraph was added to the bylaws: "Effective January 1, 2013, all Governors then serving any portion of their first or second term may extend their term by one year or more such that the term of service for each member may be four years instead of three years. Those Governors commencing their service on the Board as of January 1, 2013, will serve for four years and be eligible for a second term of four years unless otherwise provided herein."
Form 990, Part VI, Section B, Line 11b	The Controller prepares the Form 990. The independent accounting firm, CEO and Audit Committee review the Form 990. The Audit Committee recommends approval of the Form 990 by the full Board of Governors. The full Board of Governors is provided a copy of the Form 990 prior to filing with the IRS.
Form 990, Part VI, Section B, Line 12c	Annually, each board member receives a copy of the Foundation's Conflict of Interest Policy. Each board member must also sign an acknowledgement certifying their awareness and understanding of the Conflict of Interest Policy. Also, annually each board member is asked to disclose all of their community and business affiliations to help Foundation staff identify potential conflicts of interest.
Form 990, Part VI, Section B, Line 15	Executive compensation will be approved in advance by the Board of Governors (the Board). No member of the Board participating in the compensation decision shall have a conflict of interest with respect to the compensation transaction being reviewed. The Board will obtain and rely upon appropriate data as to comparability, prior to making its compensation determination. In general, the Board will have obtained appropriate data as to comparability if, given the knowledge and expertise of its members, it has information sufficient to determine whether the compensation arrangement is reasonable. The Board will adequately document the basis for its determination concurrently with making that decision. The documentation will include: 1) the terms of the approved transaction and the date on which the transaction was approved, 2) the members of the Board who were present during determination regarding the approved transaction and the members who voted on the matter under consideration, 3) the comparability data obtained and relied upon by the Board and how that data was obtained, 4) the basis for its determination if the Board determines that a specific compensation arrangement is higher or lower than the range of comparability data obtained, and 5) any actions taken with respect to consideration of the transaction by anyone who is otherwise a member of the Board but who had a conflict of interest with respect to the transaction. The documentation for the decision will be prepared before the latter of the next meeting of the Board or 60 days after the final action is taken.
Form 990, Part VI, Section C, Line 19	The Foundation makes its governing documents and conflict of interest policy available to the public upon request. The Foundation provides its audited financial statements available to the public upon request. The Foundation also includes in its annual report to donors, grantees, vendors, and other interested persons select data from its audited financial statements.
Form 990, Part XI, Line 9	Change in value of oil and gas royalties $1,978,041, change in value of split interest agreement $285,964, change in value of bequest receivable $240,098, change in value of perpetual trust $3,653.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2013

Additional Data

Software ID:	13000241
Software Version:	v1.00

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

PERMIAN BASIN AREA FOUNDATION

Employer identification number

75-2295008

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) West Texas Heritage Holdings Inc c/o Guy McCrary 200 N Loraine Ste 500 Midland,TX79701 27-1928634	supporting organization	TX	501(c)(3)	Public Charity	N/A		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2013

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No

Schedule R (Form 990) 2013

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Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2013

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Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V?UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V?UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2013

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Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2013

Additional Data

Software ID:	13000241
Software Version:	v1.00