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 LANDMARK FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)150 GRANBY STREET 19TH FLOOR   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
NORFOLK, VA23510
A Employer identification number

54-6038902
B Telephone number (see instructions)

(757) 351-8838
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$82,784,278J Accounting method:
MODIFIED CASH
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 2,057,937 2,057,937  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 3,267,959
b Gross sales price for all assets on line 6a 29,750,134
7 Capital gain net income (from Part IV, line 2)... 3,267,959
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 5,325,896 5,325,896  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 196,477 44,538   44,563
b Accounting fees (attach schedule)....... Click to see attachment 3,401 1,701   1,700
c Other professional fees (attach schedule).... Click to see attachment 12,996 0   12,996
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 80,605 42,605   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 444,766 444,580   186
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 738,245 533,424   59,445
25 Contributions, gifts, grants paid........ 6,445,890 6,445,890
26 Total expenses and disbursements. Add lines 24 and 25 7,184,135 533,424   6,505,335
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -1,858,239
b Net investment income (if negative, enter -0-) 4,792,472
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.......... 6,419,230 2,613,623 2,613,623
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)........ 66,813,759 Click to see attachment79,809,072 79,809,072
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)........... 245,810 Click to see attachment292,449 292,449
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment29,200 Click to see attachment69,134 Click to see attachment69,134
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 73,507,999 82,784,278 82,784,278
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 73,507,999 82,784,278
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).................... 73,507,999 82,784,278
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 73,507,999 82,784,278
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 73,507,999
2 Enter amount from Part I, line 27a..................... 2 -1,858,239
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 11,134,518
4 Add lines 1, 2, and 3.......................... 4 82,784,278
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 82,784,278
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 SECURITIES P    
b VANGUARD TOTAL STOCK MARKET INDEX P    
c CEDAR ROCK K-1 P    
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 27,475,134   24,929,529 2,545,605
b 2,275,000   1,474,783 800,217
c     77,863 -77,863
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       2,545,605
b       800,217
c       -77,863
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 3,267,959
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 5,399,140 71,072,150 0.075967
2011 4,815,423 73,358,001 0.065643
2010 4,706,370 69,625,031 0.067596
2009 2,306,090 60,141,093 0.038345
2008 3,497,807 75,290,713 0.046457
2 Total of line 1, column (d) ...................... 2 0.294008
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 0.058802
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 76,317,547
5 Multiply line 4 by line 3....................... 5 4,487,624
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 47,925
7 Add lines 5 and 6......................... 7 4,535,549
8 Enter qualifying distributions from Part XII, line 4.............. 8 6,505,335
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 47,925
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 47,925
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 47,925
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 47,241
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c 26,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 73,241
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 25,316
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet25,316 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? Click to see attachment....................
1a
Yes
 
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
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    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 ofbulletCORPORATE OFFICERS Telephone no.bullet (757) 351-8838
    Located atbullet150 GRANBY ST 19TH FLOORNORFOLKVA ZIP+4bullet23510
    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
     
    No
    .........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
    RICHARD F BARRY III VICE PRESIDENT AND DIRECTO
    2.00     		0 0 0
    150 GRANBY ST 19TH FLOOR
    NORFOLK,VA23510
    FRANK BATTEN JR PRESIDENT AND DIRECTOR
    4.00     		0 0 0
    150 GRANBY ST 19TH FLOOR
    NORFOLK,VA23510
    TERESA F BLEVINS TREASURER
    0.50     		0 0 0
    150 GRANBY ST 19TH FLOOR
    NORFOLK,VA23510
    GUY R FRIDDELL III VICE PRESIDENT AND SECRETA
    0.50     		0 0 0
    150 GRANBY ST 19TH FLOOR
    NORFOLK,VA23510
    SUSAN S GOETZ ASSISTANT SECRETARY
    0.50     		0 0 0
    150 GRANBY ST 19TH FLOOR
    NORFOLK,VA23510
    COLLEEN R PITTMAN ASSISTANT SECRETARY
    0.50     		0 0 0
    150 GRANBY ST 19TH FLOOR
    NORFOLK,VA23510
    JACK ROSS DIRECTOR
    0.50     		0 0 0
    150 GRANBY ST 19TH FLOOR
    NORFOLK,VA23510
    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
    CEDAR ROCK CAPITAL PARTNERS INVESTMENT MANAGEMENT 194,211
    11 BROADWAY SUITE 965
    NEW YORK,NY10004
    MORGAN LEWIS & BOCKIUS LEGAL SERVICES 193,353
    1111 PENNSYLVANIA AVE NW
    WASHINGTON,DC20004
    1607 CAPITAL PARTNERS INVESTMENT MANAGEMENT 118,746
    4991 LAKE BROOK DRIVE
    GLEN ALLEN,VA23060
    CARDINAL CAPITAL MANAGEMENT INVESTMENT MANAGEMENT 106,589
    ONE GREENWICH OFFICE PARK
    GREENWICH,CT06831
    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
    3,815,877
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    47,925
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    47,925
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    3,767,952
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    3,767,952
    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
    3,767,952
    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 3,767,952
    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....... 874,801
    d From 2011....... 1,200,951
    e From 2012....... 1,907,028
    fTotal of lines 3a through e......... 3,982,780
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 6,505,335
    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..... 3,767,952
    e Remaining amount distributed out of corpus 2,737,383
    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 6,720,163
    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) .............     		0
    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 ......     		6,720,163
    10 Analysis of line 9:
    a Excess from 2009....  
    b Excess from 2010.... 874,801
    c Excess from 2011.... 1,200,951
    d Excess from 2012.... 1,907,028
    e Excess from 2013.... 2,737,383
    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
    ACCESS COLLEGE FOUNDATION
    7300 NEWPORT AVE
    NORFOLK,VA23505     		  PC EDUCATIONAL PROGRAMS 1,000,000
    ADOPTION EXCHANGE
    51 N PECOS STE 110
    LAS VEGAS,NV89101     		  PC HUMAN SERVICES 2,500
    ALZHEIMER'S ASSOCIATION
    5190 SOUTH VALLEY VIEW BOULEVARD
    LAS VEGAS,NV89118     		  PC HUMAN SERVICES 2,500
    AMERICAN DIABETES ASSOCIATION
    5463 S DURANGO DRIVE SUITE 100-A
    LAS VEGAS,NV89113     		  PC HUMAN SERVICES 2,500
    AMERICAN RED CROSS
    1771 E FLAMINGO ROAD SUITE 206B
    LAS VEGAS,NV89119     		  PC HUMAN SERVICES 5,000
    APPLE RIDGE FARM INC
    541 LUCK AVENUE SUITE 304
    ROANOKE,VA24016     		  PC EDUCATIONAL PROGRAMS 1,500
    ARGONNE NATIONAL LABORATORY
    PO BOX 87916
    CAROL STREAM,IL60188     		  GOVERNMENT ENTITY ENVIROMENTAL GRANTS 2,875,000
    BIG BROTHER BIG SISTERS OF SOUTH NEVADA
    2000 E FLAMINGO RD
    LAS VEGAS,NV89119     		  PC HUMAN SERVICES 1,500
    BOWER HIGH SCHOOL CLINIC
    2756 N GREEN VALLEY PKWY STE 268
    HENDERSON,NV89014     		  PC HUMAN SERVICES 5,000
    BOY SCOUTS OF AMERICA
    1032 HEATHERWOOD DRIVE
    VIRGINIA BEACH,VA23455     		  PC HUMAN SERVICES 500
    BOYS & GIRLS CLUBS OF SOUTHEAST VIRGINIA
    3415 AZALEA GARDEN ROAD
    NORFOLK,VA23513     		  PC HUMAN SERVICES 5,000
    BOYS TOWN NEVADA
    821 NORTH MOJAVE ROAD
    LAS VEGAS,NV89101     		  PC HUMAN SERVICES 1,500
    CHESAPEAKE CARE FREE CLINIC
    2145 S MILITARY HIGHWAY
    CHESAPEAKE,VA23320     		  PC HUMAN SERVICES 2,500
    CHILDREN'S ADVOCACY ALLIANCE
    2101 SOUTH JONES BLVD SUITE 100
    LAS VEGAS,NV89146     		  PC HUMAN SERVICES 2,500
    CHILDREN'S HOSPITAL OF THE KING'S DAUGHTERS
    601 CHILDRENS LANE
    NORFOLK,VA23507     		  PC EDUCATION GRANTS 100,000
    CHRISTOPHER NEWPORT UNIVERSITY
    1 AVENUE OF THE ARTS
    NEWPORT NEWS,VA23606     		  PC EDUCATION GRANTS 5,000
    CITIZENS COMMITTEE FOR FAIRNESS HONESTY & JUSTICE INC
    PO BOX 10100
    VIRGINIA BEACH,VA23450     		  PC HUMAN SERVICES 5,000
    CLARK COUNTY PUBLIC EDUCATION FOUNDATION
    4601 W BONAZA RD
    LAS VEGAS,NV89107     		  PC EDUCATION GRANTS 2,500
    COMMUNITY HIGH SCHOOL OF ARTS & ACADEMICS
    302 CAMPBELL AVE SE
    ROANOKE,VA24013     		  PC EDUCATIONAL GRANTS 1,000
    COURT APPOINTED SPECIAL ADVOCATES NEVADA
    4045 S BUFFALO DR STE A 101-160
    LAS VEGAS,NV89109     		  PC HUMAN SERVICES 2,500
    CRISPUS ATTUCKS CULTURAL CENTER INC
    PO BOX 1272
    NORFOLK,VA23501     		  PC ARTS & MUSEUMS GRANTS 2,500
    EQUI-KIDS THERAPEUTIC RIDING PROGRAM
    2626 HERITAGE PARK DRIVE
    VIRGINIA BEACH,VA23456     		  PC HUMAN SERVICES 500
    EVERYDAY BLESSINGS INC
    13129 SAINT FRANCIS LANE
    THONOTOSASSA,FL33592     		  PC HUMAN SERVICES 2,500
    EYE CARE 4 KIDS
    3555 WEST RENO AVENUE SUITE F
    LAS VEGAS,NV89118     		  PC HUMAN SERVICES 5,000
    FOR KIDS INC
    840 WEST 38TH STREET
    NORFOLK,VA23508     		  PC HUMAN SERVICES 70,000
    FEEDING AMERICA SOUTHWEST VIRGINIA
    1025 ELECTRIC ROAD
    SALEM,VA24153     		  PC HUMAN SERVICES 1,000
    FIRST TEE OF HAMPTON ROADS YMCA
    2400 TOURNAMENT DRIVE
    VIRGINIA BEACH,VA23456     		  PC HUMAN SERVICES 5,000
    FOOD FOR THOUGHT
    3579 HWY 50 EAST 221
    CARSON CITY,NV89702     		  PC HUMAN SERVICES 1,000
    FOODBANK OF SOUTHEASTERN VIRGINIA
    800 TIDEWATER DRIVE
    NORFOLK,VA23604     		  PC HUMAN SERVICES 22,000
    FOUNDATION FOR POSITIVELY KIDS
    3555 WEST RENO AVENUE SUITE F
    LAS VEGAS,NV89118     		  PC HUMAN SERVICES 5,000
    FRANKLIN COUNTY FAMILY YMCA SMITH MOUNTAIN LAKE BRANCH
    293 FIRSTWATCH DRIVE
    MONETA,VA24121     		  PC HUMAN SERVICES 500
    FRIENDS OF THE ELDERLY
    9534 20TH BAY STREET SUITE 10
    NORFOLK,VA235186232     		  PC HUMAN SERVICES 2,500
    FUTURE SMILES
    3074 ARVILLE ST
    LAS VEGAS,NV89102     		  PC HUMAN SERVICES 5,000
    GOODIE TWO SHOES FOUNDATION
    10620 SOUTHERN HIGHLANDS PKWY
    110-474
    LAS VEGAS,NV89141     		  PC HUMAN SERVICES 10,000
    GRANDIN THEATRE FOUNDATION INC
    13010 GRADIN ROAD SW
    ROANOKE,VA24015     		  PC ARTS & MUSEUMS 250
    GRANT A GIFT AUTISM FOUNDATION
    72 N PECOS UNIT C
    HENDERSON,NV89074     		  PC HUMAN SERVICES 1,000
    HAMPTON ROADS COMMUNITY FOUNDATION
    101 W MAIN ST 4500
    NORFOLK,VA23510     		  PC HUMAN SERVICES 100,000
    HEAVEN CAN WAIT
    P O BOX 30158
    LAS VEGAS,NV89173     		  PC HUMAN SERVICES 2,500
    HELP OF SOUTHERN NEVADA
    1640 E PLAMINGO RD 100
    LAS VEGAS,NV89119     		  PC HUMAN SERVICES 2,500
    HOLLINS UNIVERSITY
    PO BOX 9625
    ROANOKE,VA24020     		  PC EDUCATION GRANTS 10,000
    HUNTRIDGE TEEN CLINIC
    2100 SOUTH MARYLAND
    LAS VEGAS,NV89104     		  PC HUMAN SERVICES 5,000
    JUDEO - CHRISTIAN OUTREACH CENTER
    1053 VIRGINIA BEACH BLVD
    VIRGINIA BEACH,VA23451     		  PC HUMAN SERVICES 25,000
    LUKEMIA & LYMPHOMA SOCIETY OF S NEVADA
    6280 S VALLEY VIEW BLVD STE 342
    LAS VEGAS,NV89118     		  PC HUMAN SERVICES 1,200
    LYRIC COUNCIL INC
    135 COLLEGE AVE
    BLACKSBURG,VA24060     		  PC HUMAN SERVICES 250
    METRO UNITED WAY
    334 E BROADWAY DEPT 52860 PO BOX
    950148
    LOUISVILLE,KY40202     		  PC HUMAN SERVICES 1,000
    NANSEMOND RIVER PRESERVATION ALLIANCE
    8881 ECLIPSE DRIVE
    SUFFOLK,VA23433     		  PC CONSERVATION SERVICES 2,500
    NATHAN ADELSON HOSPICE
    4141 SWENSON ST
    LAS VEGAS,NV89119     		  PC HUMAN SERVICES 2,500
    NEVADA YOUTH ALLIANCE
    7380 S EASTERN AVE STE 124
    LAS VEGAS,NV89123     		  PC ART & MUSEUM GRANTS 1,550
    NORTH CAROLINA STATE UNIVERSITY
    2016 HARRIS HALL BOX 7302
    RALEIGH,NC27695     		  PC EDUCATIONAL GRANTS 5,000
    NSPCA
    4800 W DEWEY DR
    LAS VEGAS,NV89118     		  PC HUMAN SERVICES 3,500
    ODU EDUCATIONAL FOUNDATION
    4417 MONARCH WAY 4TH FLOOR
    NORFOLK,VA23529     		  PC EDUCTIONAL GRANTS 50,000
    OPPORTUNITY VILLAGE
    6300 W OAKLEY BLVD
    LAS VEGAS,NV89146     		  PC HUMAN SERVICES 2,500
    PRIME PLUS NORFOLK SENIOR CENTER
    924 WEST 21ST
    NORFOLK,VA23517     		  PC HUMAN SERVICES 250
    PROJECT 150
    8912 SPANISH RIDGES AVE 200
    LAS VEGAS,NV89148     		  PC HUMAN SERVICES 2,500
    ROANOKE PUBLIC LIBRARY FOUNDATION
    706 S JEFFERSON STREET
    ROANOKE,VA24016     		  PC HUMAN SERVICES 12,500
    ROANOKE SYMPHONY ORCHESTRA
    541 LUCK AVENUE SUITE 200
    ROANOKE,VA24016     		  PC ARTS & MUSEUMS 5,000
    RONALD MCDONALD HOUSE CHARITIES
    2323 POTOSI ST
    LAS VEGAS,NV89146     		  PC EDUCATION GRANTS 2,500
    SAFE NEST
    2915 W CHARLESTON BLVD STE 12
    LAS VEGAS,NV89102     		  PC HUMAN SERVICES 1,000
    SAMARITAN HOUSE
    PO BOX 2400 226
    VIRGINIA BEACH,VA23450     		  PC HUMAN SERVICES 50,000
    SCIENCE MUSEUM OF WESTERN VIRGINIA
    4412 ELECTRIC ROAD
    ROANOKE,VA24018     		  PC ARTS & MUSEUMS 10,000
    SMART BEGINNINGS GREATER ROANOKE
    325 CAMPBELL AVE SW
    ROANOKE,VA24016     		  PC HUMAN SERVICES 2,500
    SOUTHEASTERN VA AREAWIDE MODEL PROGRAM INC
    6350 CENTER DRIVE SUITE 101
    NORFOLK,VA23502     		  PC HUMAN SERVICES 5,000
    ST THERESE CENTER HIV OUTREACH PANTRY
    100 E LAKE MEAD DR
    HENDERSON,NV89015     		  PC HUMAN SERVICES 2,500
    STEPHAN FOSTER DRAMA ASSOCIATION INC
    PO BOX 546
    BARDSTOWN,KY40004     		  PC ARTS & MUSEUMS 2,000
    SUNCOAST YMCACITRUS BRANCH
    3909 N LECANTO HWY
    BEVERLY HILLS,FL34465     		  PC HUMAN SERVICES 50,000
    THE ANIMAL FOUNDATION
    655 N MOJAVE RD
    LAS VEGAS,NV89101     		  PC HUMAN SERVICES 2,500
    THE CHILDREN'S FREE CLINIC OF S NEVADA
    350 JUDSON AVE
    NORTH LAS VEGAS,NV89030     		  PC HUMAN SERVICES 5,000
    THE LAS VEGAS RESCUE MISSION
    480 WEST BONANZA RD
    LAS VEGAS,NV89106     		  PC HUMAN SERVICES 2,500
    THE LAS VEGAS SPRINGS RESERVE
    333 S VALLEY VIEW BLVD
    LAS VEGAS,NV89107     		  PC HUMAN SERVICES 2,000
    THE SALVATION ARMY
    5513 RABY ROAD
    NORFOLK,VA23502     		  PC HUMAN SERVICES 1,003,000
    THREE SQUARE
    4190 N PECOS ROAD
    LAS VEGAS,NV89115     		  PC HUMAN SERVICES 750
    TIDEWATER ARTS OUTREACH
    809 BRANDON AVENUE SUITE 300
    NORFOLK,VA23517     		  PC ARTS & MUSEUMS 2,500
    TIDEWATER COMMUNITY COLLEGE EDUCATIONAL FOUNDATION
    PO BOX 3575
    NORFOLK,VA23514     		  PC EDUCATIONAL GRANTS 1,000
    UMC FOUNDATION
    1800 W CHARLESTON BOULEVARD
    LAS VEGAS,NV89102     		  PC HUMAN SERVICES 2,500
    UNION MISSION MINISTRIES
    5100 EAST VIRGINIA BEACH BLVD
    NORFOLK,VA23510     		  PC HUMAN SERVICES 10,000
    UNITED WAY OF CENTRAL KENTUCKY
    1111 N DIXIE AVENUE STE 9B
    ELIZABETHTOWN,KY42701     		  PC HUMAN SERVICES 10,000
    UNITED WAY OF CITRUS COUNTY
    1205 NE 5TH STREET SUITE A
    CRYSTAL RIVER,FL34429     		  PC HUMAN SERVICES 3,000
    UNITED WAY OF ROANOKE VALLEY
    PO BOX 317
    ROANOKE,NC27375     		  PC HUMAN SERVICES 51,000
    UNITED WAY OF SOUTH HAMPTON ROADS
    PO BOX 41069
    NORFOLK,VA235411069     		  PC HUMAN SERVICES 386,004
    UNITED WAY OF SOUTHERN NEVADA
    1660 E FLAMINGO ROAD
    LAS VEGAS,NV89119     		  PC HUMAN SERVICES 54,636
    UNIVERSITY OF VIRGINIA
    PO BOX 400160
    CHARLOTTESVILLE,VA22904     		  PC EDUCATIONAL PROGRAMS 10,000
    VIRGINIA DEPARTMENT OF HEALTH - CHESAPEAKE BABY CARE
    748 BATTLEFIELD BLVD NORTH
    CHESAPEAKE,VA23320     		  GOVERNMENT ENTITY HUMAN SERVICES 300,000
    VIRGINIA FOUNDATION FOR INDEPENDENT COLLEGES
    8010 RIDGE ROAD SUITE B
    RICHMOND,VA23229     		  PC EDUCATIONAL PROGRAMS 45,000
    VIRGINIA PUBLIC ACCESS PROJECT
    530 E MAIN ST STE 610
    RICHMOND,VA23219     		  PC HUMAN SERVICES 1,000
    VIRGINIA STAGE COMPANY
    PO BOX 3770
    NORFOLK,VA23514     		  PC ARTS & MUSEUMS 10,000
    VOLUNTEERS OF AMERICA INC
    825 18TH STREET
    VIRGINIA BEACH,VA23451     		  PC HUMAN SERVICES 10,000
    WEST END CENTER FOR YOUTH
    PO BOX 4562
    ROANOKE,VA24015     		  PC HUMAN SERVICES 1,000
    WESTERN VIRGINIA FOUNDATION FOR THE ARTS & SCIENCES
    ONE MARKET SQUARE SE 5TH FLOOR
    ROANOKE,VA24011     		  PC ARTS & MUSEUMS 2,000
    YMCA OF ROANOKE VALLEY
    PO BOX 2130
    ROANOKE,VA24009     		  PC HUMAN SERVICES 1,500
    YMCA OF SOUTHERN NEVADA
    4141 MEADOWS LANE
    LAS VEGAS,NV89107     		  PC HUMAN SERVICES 1,000
    YWCA OF SOUTH HAMPTON ROADS
    5215 COLLEY AVENUE
    NORFOLK,VA23508     		  PC HUMAN SERVICES 10,000
    Total .................................bullet 3a 6,445,890
    bApproved for future payment
    ACCESS COLLEGE FOUNDATION
    7300 NEWPORT AVE
    NORFOLK,VA23505     		  PC EDUCATIONAL PROGRAMS 4,000,000
    ARGONNE NATIONAL LABORATORY
    PO BOX 87916
    CAROL STREAM,IL60188     		  GOVERNMENT ENTITY ENVIROMENTAL GRANTS 2,125,000
    HAMPTON ROADS COMMUNITY FOUNDATION
    101 W MAIN ST 4500
    NORFOLK,VA23510     		  PC HUMAN SERVICES 400,000
    THE SALVATION ARMY
    5513 RABY ROAD
    NORFOLK,VA23502     		  PC HUMAN SERVICES 1,000,000
    VIRGINIA DEPARTMENT OF HEALTH - CHESAPEAKE BABY CARE
    748 BATTLEFIELD BLVD NORTH
    CHESAPEAKE,VA23320     		  GOVERNMENT ENTITY HUMAN SERVICES 600,000
    Total .................................bullet 3b 8,125,000
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		         
    4 Dividends and interest from securities....     14 2,057,937  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 3,267,959  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 5,325,896 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    135,325,896
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







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


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2013 AccountingFeesSchedule
    Name:
    THE LANDMARK FOUNDATION
    EIN: 54-6038902
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING AND AUDIT FEES 3,401 1,701   1,700

    TY 2013 ExplanOfLegisPoliticalActvts
    Name:
    THE LANDMARK FOUNDATION
    EIN: 54-6038902
    Explanation:
    THE LANDMARK FOUNDATION IS A PARTY TO A COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT ("CRADA") WITH THE U.S. DEPARTMENT OF ENERGY'S ARGONNE NATIONAL LABORATORY IN WHICH THE LANDMARK FOUNDATION AND THE U.S. DEPARTMENT OF ENERGY ARE JOINTLY FUNDING A RESEARCH PROJECT ON METHODS FOR TREATING NUCLEAR WASTE.THE LANDMARK FOUNDATION'S LOBBYING EXPENDITURES HAVE BEEN FOR THE PURPOSE OF INFORMING MEMBERS OF CONGRESS ABOUT THE PROJECT AND ABOUT THE IMPACT OF POTENTIAL LEGISLATION ON THE OUTCOME OF THE RESEARCH.THE LANDMARK FOUNDATION'S LOBBYING EXPENDITURES COMPLY WITH 26 CFR 53.4945-2(A)(3), WHICH STATES:(3) JOINTLY FUNDED PROJECTS. A PRIVATE FOUNDATION WILL NOT BE TREATED AS HAVING PAID OR INCURRED ANY AMOUNT TO ATTEMPT TO INFLUENCE LEGISLATION MERELY BECAUSE IT MAKES A GRANT TO ANOTHER ORGANIZATION UPON THE CONDITION THAT THE RECIPIENT OBTAIN A MATCHING SUPPORT APPROPRIATION FROM A GOVERNMENTAL BODY. IN ADDITION, A PRIVATE FOUNDATION WILL NOT BE TREATED AS HAVING MADE TAXABLE EXPENDITURES OF AMOUNTS PAID OR INCURRED IN CARRYING ON DISCUSSIONS WITH OFFICIALS OF GOVERNMENTAL BODIES PROVIDED THAT:(I) THE SUBJECT OF SUCH DISCUSSIONS IS A PROGRAM WHICH IS JOINTLY FUNDED BY THE FOUNDATION AND THE GOVERNMENT OR IS A NEW PROGRAM WHICH MAY BE JOINTLY FUNDED BY THE FOUNDATION AND THE GOVERNMENT,(II) THE DISCUSSIONS ARE UNDERTAKEN FOR THE PURPOSE OF EXCHANGING DATA AND INFORMATION ON THE SUBJECT MATTER OF THE PROGRAMS, AND(III) SUCH DISCUSSIONS ARE NOT UNDERTAKEN BY FOUNDATION MANAGERS IN ORDER TO MAKE ANY DIRECT ATTEMPT TO PERSUADE GOVERNMENTAL OFFICIALS OR EMPLOYEES TO TAKE PARTICULAR POSITIONS ON SPECIFIC LEGISLATIVE ISSUES OTHER THAN SUCH PROGRAM.

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    THE LANDMARK FOUNDATION
    EIN: 54-6038902
    Name of Stock End of Year Book Value End of Year Fair Market Value
    EQUITY SECURITIES 79,809,072 79,809,072

    TY 2013 InvestmentsOtherSchedule2
    Name:
    THE LANDMARK FOUNDATION
    EIN: 54-6038902
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    OTHER INVESTMENTS FMV 80,952 80,952
    ACCRUED INCOME ON INVESTMENTS FMV 45,530 45,530
    FIXED INCOME FUNDS FMV 165,967 165,967

    TY 2013 LegalFeesSchedule
    Name:
    THE LANDMARK FOUNDATION
    EIN: 54-6038902
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    STATE CORPORATION FEES 25 0   25
    LEGAL FEES 196,452 44,538   44,538


    TY 2013 OtherAssetsSchedule
    Name:
    THE LANDMARK FOUNDATION
    EIN: 54-6038902
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    DUE FROM BROKERS 29,200 69,134 69,134


    TY 2013 OtherExpensesSchedule
    Name:
    THE LANDMARK FOUNDATION
    EIN: 54-6038902
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    BANK SERVICE CHARGES 186 0   186
    INVESTMENT MANAGEMENT FEES 246,742 246,742   0
    CEDAR ROCK INVESTMENT EXPENSES FROM K-1 197,838 197,838   0


    TY 2013 OtherIncreasesSchedule
    Name:
    THE LANDMARK FOUNDATION
    EIN: 54-6038902
    Description Amount
    UNREALIZED GAINS/LOSSES ON INVESTMENTS 10,823,081
    BOOK/TAX DIFFERENCES ON INVESTMENTS 311,437


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    THE LANDMARK FOUNDATION
    EIN: 54-6038902
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ADMINISTRATIVE SERVICES 12,996 0   12,996


    TY 2013 TaxesSchedule
    Name:
    THE LANDMARK FOUNDATION
    EIN: 54-6038902
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES 42,605 42,605   0
    EXCISE TAXES 38,000 0   0