Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013
Name of foundation
THE JAMES W AND FRANCES GIBSON
MCGLOTHLIN FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)1005 GLENWAY AVENUE   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BRISTOL, VA24201
A Employer identification number

26-3533035
B Telephone number (see instructions)

(276) 645-1436
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$23,818,151J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 12,500
2 Check bullet
3 Interest on savings and temporary cash investments 514 514  
4 Dividends and interest from securities...... 651,826 651,826  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 4,253,970
b Gross sales price for all assets on line 6a 40,432,375
7 Capital gain net income (from Part IV, line 2)... 4,302,181
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 59,314 80,048  
12 Total. Add lines 1 through 11........ 4,978,124 5,034,569  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages...... 7,481 0   7,481
15 Pension plans, employee benefits....... 596 0   596
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment 21,231 0   21,231
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 48,900 0   25
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 71 0   71
22 Printing and publications.......... 2,317 0   2,317
23 Other expenses (attach schedule)....... Click to see attachment 106,693 106,255   438
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 187,289 106,255   32,159
25 Contributions, gifts, grants paid........ 1,172,785 1,661,285
26 Total expenses and disbursements. Add lines 24 and 25 1,360,074 106,255   1,693,444
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 3,618,050
b Net investment income (if negative, enter -0-) 4,928,314
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 569,283 1,796,780 1,796,780
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 11,403,873 Click to see attachment7,650,978 7,650,978
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 9,339,396 Click to see attachment14,370,393 14,370,393
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 21,312,552 23,818,151 23,818,151
Liabilities 17 Accounts payable and accrued expenses.......... 27,318 11,484
18 Grants payable...................   998,020
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment-1,363 Click to see attachment1,412
23 Total liabilities (add lines 17 through 22).......... 25,955 1,010,916
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 21,286,597 22,807,235
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 21,286,597 22,807,235
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 21,312,552 23,818,151
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 21,286,597
2 Enter amount from Part I, line 27a..................... 2 3,618,050
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 39,906
4 Add lines 1, 2, and 3.......................... 4 24,944,553
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 2,137,318
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 22,807,235
Form 990-PF (2013)
Form 990-PF (2013)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITITES P    
b
c
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 40,432,375   36,130,194 4,302,181
b
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       4,302,181
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 4,302,181
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2012 1,700,774 21,425,755 0.079380
2011 1,215,872 14,685,104 0.082796
2010 376,054 3,467,765 0.108443
2009 0 0 0.000000
2008 0 0 0.000000
2 Total of line 1, column (d) ...................... 2 0.270619
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.054124
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 22,673,221
5 Multiply line 4 by line 3....................... 5 1,227,165
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 49,283
7 Add lines 5 and 6......................... 7 1,276,448
8 Enter qualifying distributions from Part XII, line 4.............. 8 1,693,444
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2013)
Form 990-PF (2013)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 49,283
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2............................ 3 49,283
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-). 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 49,283
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 49,310
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 49,310
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8 4
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 23
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet23 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletVA
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletTHE ORGANIZATION Telephone no.bullet (276) 645-1436
    Located atbullet1005 GLENWAY AVENUEBRISTOLVA ZIP+4bullet24201
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the
    foreign country bullet  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2013?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If "Yes," did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2013.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    JAMES W MCGLOTHLIN CHAIRMAN/PRESIDENT/DIRECTO
    1.00     		0 0 0
    1005 GLENWAY AVENUE
    BRISTOL,VA24201
    FRANCES G MCGLOTHLIN VICE PRESIDENT/SECRETARY/D
    1.00     		0 0 0
    1005 GLENWAY AVENUE
    BRISTOL,VA24201
    BARBARA BJERKE TREASURER
    1.00     		0 0 0
    1005 GLENWAY AVENUE
    BRISTOL,VA24201
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    UNITED MANAGEMENT COMPANY LLC INVESTMENT MANAGEMENT 96,924
    1005 GLENWAY AVENUE
    BRISTOL,VA24201
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,133,661
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    49,283
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    49,283
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,084,378
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,084,378
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    1,084,378
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
     
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
     
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 1,084,378
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008.......  
    b From 2009.......  
    c From 2010....... 479,130
    d From 2011....... 506,589
    e From 2012....... 675,944
    fTotal of lines 3a through e......... 1,661,663
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 1,693,444
    a Applied to 2012, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2013 distributable amount..... 1,084,378
    e Remaining amount distributed out of corpus 609,066
    5 Excess distributions carryover applied to 2013. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 2,270,729
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		12,500
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		2,258,229
    10 Analysis of line 9:
    a Excess from 2009....  
    b Excess from 2010.... 466,630
    c Excess from 2011.... 506,589
    d Excess from 2012.... 675,944
    e Excess from 2013.... 609,066
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 9
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2013, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2013 (b) 2012 (c) 2011 (d) 2010
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    AMERICAN BAR ASSOCIATION FUND FOR JUSTICE AND EDUCATION
    321 N CLARK STREET
    CHICAGO,IL60654     		NONE 509(A)(3) TYPE I ABA SECTION OF LITIGATION - JUDICIAL INTERN OPPORTUNITY PROGRAM 5,000
    BACKPACK BLESSINGS INC
    PO BOX 24 GRUNDY
    GRUNDY,VA24614     		NONE 509(A)(1) PROVIDE FOOD PACKS TO CHILDREN FOR WEEKENDS 5,000
    BLUE STOCKING CLUB
    PO BOX 1022
    BRISTOL,TN37621     		NONE 509(A)(2) EDUCATIONAL OUTREACH 5,000
    BRISTOL TENNESSEE CITY SCHOOLS
    615 MARTIN LUTHER KING JR BLVD
    BRISTOL,TN37620     		NONE 509(A)(2) PROVIDE COATS & SHOES TO BRISTOL TN STUDENTS IN NEED 1,500
    BUCHANAN COUNTY SCHOOLS
    1176 BOOTH BRANCH ROAD
    GRUNDY,VA24614     		NONE 509(A)(2) PROVIDE COATS & SHOES TO BUCHANAN CO. STUDENTS IN NEED 15,150
    CHARCOT-MARIE-TOOTH ASSOCIATION
    PO BOX 105
    GLENOLDEN,PA19036     		NONE 509(A)(2) GENERAL SUPPORT FOR RESEARCH 10,000
    COMMUNITIES IN SCHOOLS OF VIRGINIA
    220 LEE STREET
    BRISTOL,VA24201     		NONE 509(A)(2) PROVIDE COATS & SHOES TO BRISTOL VA STUDENTS IN NEED 12,500
    FELLOWSHIP OF CHRISTIAN ATHLETES
    PO BOX 664
    PONTE VEDRA BEACH,FL32004     		NONE 509(A)(1) GOLF MINISTRY 10,000
    FOUNDATION FOR EDUCATIONAL AND DEVELOPMENTAL OPPORTUNITIES INC
    139 TERRACE DRIVE
    BRISTOL,VA24201     		NONE SCHOOL GENERAL SUPPORT 75,000
    GIRLS INC
    613 HIGHLAND AVENUE
    BRISTOL,VA24201     		NONE 509(A)(1) GENERAL SUPPORT 500
    GIVE KIDS THE WORLD INC
    210 SOUTH BASS ROAD
    KISSIMMEE,FL34746     		NONE 509(A)(2) GENERAL SUPPORT 1,000
    GOLISANO CHILDRENS MUSEUM OF NAPLES
    15080 LIVINGSTON ROAD
    NAPLES,FL34109     		NONE 509(A)(1) GENERAL SUPPORT 1,000
    MARIN MONTESSORI SCHOOL INC
    5200 PARADISE DRIVE
    CORTE MADERA,CA94925     		NONE SCHOOL ANNUAL FUND 5,000
    MOUNTAIN MISSION SCHOOL INC
    1 HURLEY STREET
    GRUNDY,VA24641     		NONE SCHOOL GENERAL SUPPORT 125,000
    NAPLES CHILDREN & EDUCATION FOUNDATION
    6200 SHIRLEY STREET UNIT 206
    NAPLES,FL34109     		NONE 509(A)(2) SUPPORT NAPLES WINTER WINE FESTIVAL 20,000
    PLANNED PARENTHOOD OF COLLIER COUNTY
    1425 CREECH ROAD
    NAPLES,FL34103     		NONE 509(A)(1) GENERAL SUPPORT 700
    QUINNIPIAC UNIVERSITY
    321 N CLARK STREET
    HAMDEN,CT06518     		NONE SCHOOL ENDOWED SCHOLARSHIP FUND 10,000
    SAINT ALBANS SCHOOL
    MOUNT SAINT ALBAN
    WASHINGTON,DC20016     		NONE 509(A)(2) GENERAL SUPPORT 5,000
    SAN FRANCISCO PUBLIC SCHOOLS PRESIDIO EARLY EDUCATION SCHOOL
    387 MORAGA AVENUE
    SAN FRANCISCO,CA94129     		NONE GOVERNMENT GENERAL SUPPORT FOR MUSIC & MOVEMENT PROGRAMS 32,935
    ST MARK CATHOLIC CHURCH
    608 WEST MAIN STREET
    RICHMOND,KY40475     		NONE CHURCH GENERAL SUPPORT 10,000
    THE COLLEGE OF WILLIAM & MARY
    751 UKROP WAY
    WILLIAMSBURG,VA23185     		NONE SCHOOL BRAFFERTON RENOVATIONS AT THE COLLEGE OF W&M FOUNDATION 126,000
    THE COLLEGE OF WILLIAM & MARY
    751 UKROP WAY
    WILLIAMSBURG,VA23185     		NONE SCHOOL MCGLOTHLIN FUND AT THE W&M BUSINESS SCHOOL FOUNDATION 250,000
    THE FIRST TEE (DIVISION OF WORLD GOLF FOUNDATION INC)
    ONE WORLD GOLF PLACE
    ST AUGUSTINE,FL32092     		NONE 509(A)(1) FIRST TEE CAMPAIGN FOR 10 MILLION YOUNG PEOPLE 500,000
    UNIV OF PITTSBURGH MEDICAL & HEALTH SCIENCES FDN
    3600 FORBES AVENUE SUITE 8084
    PITTSBURGH,PA15213     		NONE 509(A)(3) TYPE I MCGLOTHLIN FUND FOR MELANOMA RESEARCH 250,000
    VIRGINIA INTERMONT COLLEGE
    1013 MOORE STREET
    BRISTOL,VA24201     		NONE SCHOOL ANNUAL FUND 150,000
    VIRGINIA MUSEUM OF FINE ARTS FOUNDATION
    200 N BOULEVARD
    RICHMOND,VA232204007     		NONE 509(A)(1) GENERAL SUPPORT 35,000
    Total .................................bullet 3a 1,661,285
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		    14 514  
    4 Dividends and interest from securities....     14 651,826  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....     41 80,048  
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 4,253,970  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aPASSTHROUGH - ENTERPRISE PRODUCTS PARTNERS L.P. 525990 -8,018      
    bPASSTHROUGH - LINN ENERGY, LLC 525990 -12,716      
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. -20,734 4,986,358 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    134,965,624
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







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


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2013
    Name of the organization
    THE JAMES W AND FRANCES GIBSON
    MCGLOTHLIN FOUNDATION
    Employer identification number

    26-3533035
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




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

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 2
    Name of organization
    THE JAMES W AND FRANCES GIBSON
    MCGLOTHLIN FOUNDATION         		Employer identification number

    26-3533035
    Part I
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
     
     

    THE UNITED COMPANY CHARITABLE FOUND  
    1005 GLENWAY AVENUE
     
    BRISTOL, VA24201

    		$12,500


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 3
    Name of organization
    THE JAMES W AND FRANCES GIBSON
    MCGLOTHLIN FOUNDATION         		Employer identification number

    26-3533035
    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
    THE JAMES W AND FRANCES GIBSON
    MCGLOTHLIN FOUNDATION         		Employer identification number

    26-3533035
    Part III
    Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
    that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
    For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
    contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    THE JAMES W AND FRANCES GIBSON
    MCGLOTHLIN FOUNDATION
    EIN: 26-3533035
    Name of Stock End of Year Book Value End of Year Fair Market Value
    3M CO 108,694 108,694
    ACCENTURE PLC-CL A 115,108 115,108
    AFLAC INC 100,200 100,200
    AIR PRODUCTS & CHEMICALS INC 100,602 100,602
    ALLSTATE CORP 100,899 100,899
    ALTRIA GROUP INC 103,653 103,653
    AMERICAN ELECTRIC POWER CO 100,491 100,491
    APPLE INC. 112,204 112,204
    AT&T INC 101,964 101,964
    AUTOMATIC DATA PROCESSING INC 109,079 109,079
    BCE INC 99,567 99,567
    BRISTOL MYERS SQUIBB CO 106,300 106,300
    CENTURYLINK INC 95,550 95,550
    CHEVRON CORP 106,173 106,173
    CHUBB CORP 96,630 96,630
    CISCO SYSTEMS INC 98,692 98,692
    COCA-COLA CO 103,275 103,275
    COMCAST CORP 109,127 109,127
    CONOCOPHILLIPS 95,378 95,378
    DARDEN RESTAURANTS INC 103,303 103,303
    DEERE & CO 109,596 109,596
    DOMINION RESOURCES INC VA 97,035 97,035
    DUKE ENERGY CORP 96,614 96,614
    E I DU PONT DE NEMOURS & CO 107,201 107,201
    ELI LILLY & CO 102,000 102,000
    EMERSON ELECTRIC CO 105,270 105,270
    EXXON MOBIL CORP 116,380 116,380
    FORD MOTOR CO 231,450 231,450
    GENERAL ELECTRIC CO 109,317 109,317
    GENERAL MILLS INC 99,820 99,820
    GENUINE PARTS CO 103,987 103,987
    GLAXOSMITHKLINE PLC SPONS ADR 101,441 101,441
    HOME DEPOT INC 107,042 107,042
    HUNTINGTON BANCSHARES INC 72,375 72,375
    ILLINOIS TOOL WORKS INC 105,100 105,100
    INTEL CORP 103,820 103,820
    INTERNATIONAL BUSINESS MACHINES CORP 107,853 107,853
    INTERNATIONAL PAPER CO 110,318 110,318
    JOHNSON & JOHNSON 100,749 100,749
    JP MORGAN CHASE & CO 116,960 116,960
    KIMBERLY-CLARK CORP 96,625 96,625
    LOCKHEED MARTIN CORP 111,495 111,495
    LOWES COMPANIES INC 99,100 99,100
    MC DONALDS CORP 97,030 97,030
    MEADWESTVACO CORP 103,404 103,404
    MEDTRONIC INC 100,432 100,432
    MERCK AND CO INC 110,110 110,110
    MICROSOFT CORP 97,266 97,266
    NORFOLK SOUTHERN CORP 106,755 106,755
    NUCOR CORP 98,753 98,753
    OCCIDENTAL PETROLEUM CORP 95,100 95,100
    ORACLE CORP 110,954 110,954
    PEPSICO INC 95,381 95,381
    PFIZER INC 98,016 98,016
    PRAXAIR INC 104,024 104,024
    PROCTER & GAMBLE CO 97,692 97,692
    QUALCOMM INC 111,375 111,375
    ROYAL DUTCH SHELL PLC ADR 99,778 99,778
    SEADRILL LIMITED 86,268 86,268
    SOUTHERN CO 98,664 98,664
    STANLEY BLACK & DECKER,INC. 108,932 108,932
    SYSCO CORP 108,300 108,300
    TECO ENERGY INC 98,268 98,268
    TEXAS INSTRUMENTS INC 105,384 105,384
    THE TRAVELERS COMPANIES INC. 104,121 104,121
    UNITED TECHNOLOGIES CORP 113,800 113,800
    US BANCORP DEL 109,080 109,080
    VERIZON COMMUNICATIONS INC 98,280 98,280
    VODAFONE GROUP PLC SPONS ADR 106,137 106,137
    WALMART STORES INC 102,297 102,297
    WALT DISNEY CO 110,780 110,780
    WELLS FARGO & CO 108,960 108,960
    WENDY'S COMPANY 87,200 87,200

    TY 2013 InvestmentsOtherSchedule2
    Name:
    THE JAMES W AND FRANCES GIBSON
    MCGLOTHLIN FOUNDATION
    EIN: 26-3533035
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    CONSUMER DISCRETIONARY SELECT SPDR FUND FMV 481,176 481,176
    CONSUMER STAPLES SPDR FUND FMV 386,820 386,820
    GUGGENHEIM S&P 500 EQUAL WEIGHT CONSUMER DISCRETIONARY ETF FMV 112,127 112,127
    GUGGENHEIM S&P 500 EQUAL WEIGHT ETF FMV 113,098 113,098
    HEALTH CARE SELECT SECTOR SPDR FUND FMV 310,464 310,464
    ISHARES CORE S&P 500 ETF FMV 2,784,750 2,784,750
    ISHARES DOW JONES TELECOMMUNICATIONS SECTOR INDEX FUND FMV 309,192 309,192
    ISHARES DOW JONES US TRANSPORTATION INDEX FUND FMV 197,850 197,850
    ISHARES IBOXX HIGH YLD CORP BOND FMV 464,400 464,400
    ISHARES S&P 100 INDEX FUND FMV 823,500 823,500
    MARKET VECTORS ETF FMV 106,220 106,220
    MARKET VECTORS ETF TRUST FMV 60,850 60,850
    MATERIALS SELECT SECTOR SPDR FUND FMV 314,296 314,296
    POWERSHARES SENIOR LOAN PORT FMV 373,200 373,200
    RYDEX ETF TRUST CONSUMER STAPLE FMV 112,725 112,725
    RYDEX ETF TRUST FINANCIAL ETF FMV 113,017 113,017
    RYDEX ETF TRUST INDLS ETF FMV 114,589 114,589
    RYDEX ETF TRUST MATERIALS ETF FMV 115,623 115,623
    RYDEX ETF TRUST UTILITIES ETF FMV 110,705 110,705
    RYDEX S&P EQ WEIGHT HEALTHCARE ETF FMV 110,420 110,420
    RYDEX S&P EQUAL WEIGHT TECHNOLOGY ETF FMV 115,605 115,605
    SECTOR SPDR TR SBI INT-FINL SEDOL 2364038 FMV 316,970 316,970
    SECTOR SPDR TRUST S/B/I-ENERGY FMV 309,785 309,785
    SECTOR SPDR TRUST S/B/I-INDUSTRIAL FMV 397,176 397,176
    SPDR BARCLAYS SHORT TERM CORPORATE FMV 613,800 613,800
    SPDR DOW JONES INDUSTRIAL AVERAGE ETF TRUST FMV 925,500 925,500
    SPDR SERIES TRUST BARCLAYS HIGH YIELD BOND ETF FMV 2,978,460 2,978,460
    SPDR S&P 500 ETF TRUST FMV 405,600 405,600
    TECHNOLOGY SELECT SECTOR SPDR FUND FMV 318,086 318,086
    UTILITIES SELECT SECTOR SPDR FUND FMV 368,309 368,309
    ENTERPRISE PRODUCTS PARTNERS L P (PTP) FMV 106,080 106,080

    TY 2013 OtherDecreasesSchedule
    Name:
    THE JAMES W AND FRANCES GIBSON
    MCGLOTHLIN FOUNDATION
    EIN: 26-3533035
    Description Amount
    NET UNREALIZED LOSS 638,298
    PRIOR PERIOD ADJUSTMENT 1,499,020


    TY 2013 OtherExpensesSchedule
    Name:
    THE JAMES W AND FRANCES GIBSON
    MCGLOTHLIN FOUNDATION
    EIN: 26-3533035
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BANK FEES 135 135   0
    MANAGEMENT FEES 105,915 105,915   0
    DEPOSITORY FEES 205 205   0
    SUPPLIES 403 0   403
    MISCELLANEOUS 35 0   35


    TY 2013 OtherIncomeSchedule2
    Name:
    THE JAMES W AND FRANCES GIBSON
    MCGLOTHLIN FOUNDATION
    EIN: 26-3533035
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    PASSTHROUGH - ENTERPRISE PRODUCTS PARTNERS L.P. 1 1 1
    PASSTHROUGH - ENTERPRISE PRODUCTS PARTNERS L.P. 75 75 75
    PASSTHROUGH - LINN ENERGY, LLC 80 80 80
    PASSTHROUGH - LINN ENERGY, LLC -6 -6 -6
    PASSTHROUGH - LINN ENERGY, LLC 8,524 8,524 8,524
    PASSTHROUGH - LINN ENERGY, LLC -11,118 -11,118 -11,118
    PASSTHROUGH - LINN ENERGY, LLC -10,122 -10,122 -10,122
    PASSTHROUGH - LINN ENERGY, LLC` 12,716 12,716 12,716
    ORDINARY GAIN - ENTERPRISE PRODUCT PARTNERS 28,700 28,700 28,700
    ORDINARY GAIN - LINN ENERGY, LLC 51,198 51,198 51,198
    PASSTHROUGH - ENTERPRISE PRODUCTS PARTNERS L.P. -8,018   -8,018
    PASSTHROUGH - LINN ENERGY, LLC -12,716   -12,716


    TY 2013 OtherIncreasesSchedule
    Name:
    THE JAMES W AND FRANCES GIBSON
    MCGLOTHLIN FOUNDATION
    EIN: 26-3533035
    Description Amount
    NON DIVIDEND DISTRIBUTIONS 299
    PARTNERSHIP DISTRIBUTIONS RECORDED AS INCOME ON BOOKS 19,023
    PARTNERSHIP PASSTHROUGH INCOME AND EXPENSES NOT RECORDED ON BOOKS 20,584


    TY 2013 OtherLiabilitiesSchedule
    Name:
    THE JAMES W AND FRANCES GIBSON
    MCGLOTHLIN FOUNDATION
    EIN: 26-3533035
    Description Beginning of Year - Book Value End of Year - Book Value
    FEDERAL EXCISE TAX PAYABLE -1,363 1,412


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    THE JAMES W AND FRANCES GIBSON
    MCGLOTHLIN FOUNDATION
    EIN: 26-3533035
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OTHER PROFESSIONAL FEES 21,231 0   21,231


    TY 2013 TaxesSchedule
    Name:
    THE JAMES W AND FRANCES GIBSON
    MCGLOTHLIN FOUNDATION
    EIN: 26-3533035
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    SECTION 4940 TAX 48,875 0   0
    TAXES & LICENSES 25 0   25