TY 2013 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do 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.
bullet

Information 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
BROWN MEMORIAL FOUNDATION
409 N W 3RD STREET SUITE A

Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 187 Room/suite

City or town, state or province, country, and ZIP or foreign postal code
ABILENE, KS674100187

A Employer identification number

48-0573809

B Telephone number (see instructions)

(785) 263-2351

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address changeName change

D 1. Foreign organizations, check here ............. bullet

2. Foreign organizations meeting the 85% test,
check here and attach computation ........... bullet

E If private foundation status was terminated
under section 507(b)(1)(A), check here ......... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$27,707,353J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ......... bullet

	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)


1	Contributions, gifts, grants, etc., received (attach schedule)	12,989
2	Check
3	Interest on savings and temporary cash investments	5,241		5,241	5,241
4	Dividends and interest from securities......	732,116		732,116	732,116
5a	Gross rents..............	2,920		2,920	2,920
b	Net rental income or (loss) -9,388
6a	Net gain or (loss) from sale of assets not on line 10		551,470
b	Gross sales price for all assets on line 6a 1,250,246
7	Capital gain net income (from Part IV, line 2)...			551,470
8	Net short-term capital gain.........				0
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).......		210,090	0	210,090
12	Total. Add lines 1 through 11........	1,514,826		1,291,747	950,367
13	Compensation of officers, directors, trustees, etc.	67,929		13,586	13,586	54,343
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......	2,588		518	518	2,070
16a	Legal fees (attach schedule).........		500	100	100	400
b	Accounting fees (attach schedule).......		13,905	2,781	2,781	11,124
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see instructions)		17,405	1,745	868	3,474
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............	12,308		12,308	12,308	0
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		781,659	42,095	192,867	553,033
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	896,294		73,133	223,028	624,444
25	Contributions, gifts, grants paid........	18,785				18,785
26	Total expenses and disbursements. Add lines 24 and 25	915,079		73,133	223,028	643,229
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	599,747
b	Net investment income (if negative, enter -0-)			1,218,614
c	Adjusted net income (if negative, enter -0-)...				727,339

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
Part II		Balance Sheets		(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............		2,306	2,164	2,164
	2	Savings and temporary cash investments..........		472,842	335,302	335,302
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	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)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........		9,944	12,571	12,571
	10a	Investments—U.S. and state government obligations (attach schedule)		1,125,886	1,177,703	1,151,971
	b	Investments—corporate stock (attach schedule)........		2,965,683	3,957,944	14,485,098
	c	Investments—corporate bonds (attach schedule)........		5,254,763	4,802,486	5,183,568
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis 1,061,432
		Less: accumulated depreciation (attach schedule)		1,879,242	1,061,432	6,535,770
	15	Other assets (describe )		874	909	909
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		11,711,540	11,350,511	27,707,353
		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 )		3,813	4,647
23		Total liabilities (add lines 17 through 22)..........		3,813	4,647
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........		6,688,532	6,688,532
	28	Paid-in or capital surplus, or land, bldg., and equipment fund		0	0
	29	Retained earnings, accumulated income, endowment, or other funds		5,019,195	4,657,332
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................		11,707,727	11,345,864
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................		11,711,540	11,350,511

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	11,707,727
2	Enter amount from Part I, line 27a.....................	2	599,747
3	Other increases not included in line 2 (itemize)	3	0
4	Add lines 1, 2, and 3..........................	4	12,307,474
5	Decreases not included in line 2 (itemize)	5	961,610
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	11,345,864

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	LEUCADIA NATIONAL CORP	P	2011-12-30	2013-02-25
b	COLE REAL ESTATE INVESTMNENTS INC	P	2009-10-01	2013-04-30
c	UNION PACIFIC CORP	P	2004-06-30	2013-05-08
d	EXXON MOBIL CORP	P	2004-06-30	2013-05-08
e	ALCAN INC	P	2005-01-31	2013-05-05
	AUTOZONE INC SR NOTE	P	2004-06-30	2013-06-03
	PRUDENTIAL FINANCIAL INC MED TERM NOTES	P	2004-06-30	2013-07-15
	WEYERHAEUSER	P	2004-06-30	2013-03-01
	H J HEINZ	P	2004-06-30	2013-06-19
	DEERE JOHN CAP NOTE	P	2013-07-14	2013-01-15
	CAPITAL GAIN FROM ENERGY TRANSFER PARTNERSHIP K-1	P		2013-12-31
	CAPITAL GAINS DIVIDENDS	P

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	327	385	-58
b	200,000	194,517	5,483
c	199,070	2,229	196,841
d	182,066	4,221	177,845
e	50,000	50,000	0
	100,000	100,946	-946
	100,000	101,353	-1,353
	100,000	104,567	-4,567
	217,500	40,558	176,942
	100,000	100,000	0
	830		830
	453		453

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			-58
b			5,483
c			196,841
d			177,845
e			0
			-946
			-1,353
			-4,567
			176,942
			0
			830
			453

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	551,470
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 . . . . . . . . . . . . . . . .		3	0

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? Yes No

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	651,678	18,278,888	0.035652
2011	594,121	17,361,784	0.034220
2010	604,608	16,196,211	0.037330
2009	607,278	14,927,236	0.040683
2008	620,130	19,334,598	0.032074

2	Total of line 1, column (d) ......................	2	0.179959
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	0.035992
4	Enter the net value of noncharitable-use assets for 2013 from Part X, line 5.....	4	19,379,551
5	Multiply line 4 by line 3.......................	5	697,509
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	12,186
7	Add lines 5 and 6.........................	7	709,695
8	Enter qualifying distributions from Part XII, line 4..............	8	787,029
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)

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	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	12,186
	hereand 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	12,186
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	12,186
6	Credits/Payments:

a	2013 estimated tax payments and 2012 overpayment credited to 2013	6a	24,344
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c	8,000
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	32,344
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	20,158
11	Enter the amount of line 10 to be: Credited to 2014 estimated tax20,158	Refunded	11	0

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of

the instructions for definition)?............................

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.

Did the foundation file Form 1120-POL for this year?.....................

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

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

$ 0

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

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....

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

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

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?................

Yes

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.

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

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 .

Yes

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

Yes

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.

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) .............

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).................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

N/A

The books are in care of bullet

WOODS DURHAM CHARTERED Telephone no. bullet

(785) 825-5494

Located at bullet

1619 EAST IRONSALINAKS ZIP+4 bullet

67401

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

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)

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

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? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?.........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(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)?.................YesNo

(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.).........YesNo

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)?...

Organizations relying on a current notice regarding disaster assistance check here......... bullet

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?.............

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)):

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?...............YesNo

If "Yes," list the years bullet

20, 20, 20, 20

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.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year?.........................YesNo

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.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

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?

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))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(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)........YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

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)? ......

Organizations relying on a current notice regarding disaster assistance check here......... bullet

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?............YesNo

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract?........................YesNo

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

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

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
PAUL J MARTIN	TRUSTEE 1.00	1,800	0	0
500 HILLSIDE ABILENE,KS67410	TRUSTEE 1.00	1,800	0	0
CHARLES A NORMAN	TRUSTEE 5.00	2,375	0	0
1107 S KS HWY 4 HERINGTON,KS67449	TRUSTEE 5.00	2,375	0	0
PHILIP J MULANAX	PRESIDENT, GENERAL MANAGER 25.00	31,711	897	0
2828 INDY ROAD ABILENE,KS67410	PRESIDENT, GENERAL MANAGER 25.00	31,711	897	0
KENNETH J WETZEL	VICE PRESIDENT 1.00	4,935	0	0
1198 OLD 40 HWY ABILENE,KS67410	VICE PRESIDENT 1.00	4,935	0	0
WILLIAM H SEARS	TRUSTEE 1.00	1,800	0	0
907 N BUCKEYE ABILENE,KS67410	TRUSTEE 1.00	1,800	0	0
MARK A GUILFOYLE	TRUSTEE 1.00	1,050	0	0
306 NW 2ND ABILENE,KS67410	TRUSTEE 1.00	1,050	0	0
PEGGY J FLETCHER	SECRETARY-TREASURER 32.00	22,458	620	0
1505 HICKOCK ABILENE,KS67410	SECRETARY-TREASURER 32.00	22,458	620	0
ALFRED P JONES	TRUSTEE 1.00	1,800	0	0
2491 FAIR ROAD ABILENE,KS67410	TRUSTEE 1.00	1,800	0	0

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...................				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
NONE

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1	OPERATION AND MAINTENANCE OF BROWN MEMORIAL HOME FOR SENIOR CITIZENS. THE HOME OFFERS ALL NECESSARY SERVICES FOR FULL PERMANENT CARE OF AMBULATORY AGED PERSONS WITHOUT RESPECT TO RELIGION, NATIONAL ORIGIN OR RACE. THE HOME CAN ACCOMMODATE SOME 40 RESIDENTS AND GENERALLY ALL AVAILABLE RESIDENT ROOMS ARE OCCUPIED. A NOMINAL MONTHLY CHARGE IS MADE TO EACH RESIDENT, WHILE THE SUBSTANTIAL AND REMAINDER COST OF OPERATING THE HOME IS BORNE BY THE FOUNDATION IN ITS CHARITABLE CAPACITY.	407,153
2	OPERATION AND MAINTENANCE OF BROWN MEMORIAL PARK CONSISTING OF APPROXIMATELY 200 ACRES. THE FACILITIES IN THE PARK,AVAILABLE WITHOUT CHARGE TO CHURCH GROUPS, CIVIC GROUPS AND THE PUBLIC IN GENERAL,INCLUDE PERMANENT RESTROOM BUILDINGS, SHELTER HOUSES, PICNIC TABLES, MASONRY OUTDOOR FIREPLACES, FRISBEE GOLF COURSE, NATURE TRAIL, EXPANSIVE GRASSY AREAS AND NUMEROUS TREES AND AN EXTENSIVE SYSTEM OF ROADS AND BRIDGES. ONE HOME IS MAINTAINED IN ORDER THAT PERSONNEL OF THE FOUNDATION MAY LIVE ON THE PREMISES AS A MEANS OF FACILITATING THEIR WORK. AS THERE IS NO ACCURATE METHOD FOR COUNTING PERSONS USING THE BROWN MEMORIAL PARK, IT IS ESTIMATED THAT 6,000 VISITORS USED THE FACILITIES DURING 2013.	128,809
3	MAINTENANCE AND IMPROVEMENTS TO CAMP BROWN AND CAMP MARY DELL, CAMP BROWN IS A BOY SCOUT CAMP OPERATED BY THE CORONADO AREA COUNCIL OF THE BOY SCOUTS OF AMERICA. SUBSTANTIAL CONTRIBUTIONS ARE MADE TO THE SCOUT CAMP IN A CONTINUING AND ONGOING PROGRAM OF MAINTENANCE AND IMPROVEMENTS. THERE WERE 44 SEPARATE PROGRAMS AND 50 WEEKENDS OF USAGE AT THE CAMP FOR CAMPING AND TRAINING PURPOSES. IT IS ESTIMATED THAT OVER 3,380 PARTICIPANTS USED THE CAMP DURING THE CURRENT YEAR. CAMP MARY DELL OFFERS A WIDE RANGE OF CAMPING ACTIVITIES FOR GROUPS SUCH AS FAMILY GATHERINGS, WEEKEND RETREATS, MEN AND WOMEN'S GROUPS, BIBLE CAMPS, VACATION BIBLE SCHOOLS AND GROUP CAMPS. TWENTY EIGHT ORGANIZATIONS AND GROUPS MADE USE OF THE CAMP DURING 2013.	20,502
4	THE FOUNDATION CARRIES ON A PROGRAM OF SCHOLARSHIP AID TO DESERVING STUDENTS TO ASSIST SUCH STUDENTS IN HIGHER EDUCATIONAL ACHIEVEMENTS. THE SCHOLARSHIPS ARE AWARDED PRIMARILY ON THE BASIS OF NEED. OTHER CONSIDERATIONS ARE SCHOLASTIC ABILITIY AND ACHIEVEMENT AS DETERMINED BY GRADES, RANK IN CLASS AND TEST SCORES. THE STUDENT MUST BE A FULL-TIME ABILENE HIGH SCHOOL SENIOR IN GOOD STANDING, HAVING EVIDENCED GOOD MORAL CHARACTER AND CONFORMITY TO ACCEPTED DRESS, APPEARANCE AND SOCIAL CONDUCT. DEMONSTRATIONS OF PROPER MOTIVATION AND CITIZENSHIP ARE FACTORS IN THE AWARD. THE STUDENT MUST BE PLANNING TO ENTER AND ATTEND AN ACCREDITED KANSAS COLLEGE/UNIVERSITY OR VOCATIONAL SCHOOL.	7,500

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	BUILDING IMPROVEMENTS TO BROWN MEMORIAL HOME INCLUDING NEW TERRACE PORCH AND FOUNDATION REPAIR. ALSO INCLUDES FURNITURE AND FIXTURES REPLACEMENTS.	123,133
2	NEW FUNANCES AND REMODEL OF CABINS AT MARY DELL CAMP. ALSO INCLUDES NEW COTS AND MATTRESS COVERS	17,631
All other program-related investments. See page 24 of the instructions.
3		3,036

Total. Add lines 1 through 3......................... bullet

143,800

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

Average of monthly cash balances.......................

Fair market value of all other assets (see instructions)................

Total (add lines 1a, b, and c).........................

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see

instructions) .............................

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

Minimum investment return. Enter 5% of line 5..................

Part XI

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

Tax on investment income for 2013 from Part VI, line 5......

Income tax for 2013. (This does not include the tax from Part VI.)...

Add lines 2a and 2b............................

Distributable amount before adjustments. Subtract line 2c from line 1............

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,

line 1................................

Part XII

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

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).................

Adjusted qualifying distributions. Subtract line 5 from line 4..............

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)

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
2 Undistributed income, if any, as of the end of 2013:
a Enter amount for 2012 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2013:
a From 2008.......
b From 2009.......
c From 2010.......
d From 2011.......
e From 2012.......
fTotal of lines 3a through e.........
4Qualifying distributions for 2013 from Part
XII, line 4: $
a Applied to 2012, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see instructions)......
c Treated as distributions out of corpus (Election required—see instructions).........
d Applied to 2013 distributable amount.....
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2013.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2012. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2013. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2014 ..........
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see instructions) .............
8Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions) ...
9Excess distributions carryover to 2014. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2009....
b Excess from 2010....
c Excess from 2011....
d Excess from 2012....
e Excess from 2013....

Form 990-PF (2013)

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

1974-06-26

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

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	(e) Total
	727,339	745,803	704,052	620,067	2,797,261
b 85% of line 2a .........	618,238	633,933	598,444	527,057	2,377,672
c Qualifying distributions from Part XII, line 4 for each year listed .....	787,029	659,334	594,121	612,067	2,652,551
d Amounts included in line 2c not used directly for active conduct of exempt activities ...........	0	0	0	0	0
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....	787,029	659,334	594,121	612,067	2,652,551
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......					0
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)					0
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed...	645,985	609,296	578,726	539,874	2,373,881
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) ....					0
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....					0
(3) Largest amount of support from an exempt organization					0
(4) Gross investment income					0

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

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under
other conditions, complete items 2a, b, c, and d.

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)

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
TAYLOR JADE ODE 507 NW 12TH ST ABILENE,KS67410	NONE	N/A	SCHOLARSHIP	1,900
ABILENE CEMETARY ASSOCIATION 513 NW 14TH ABILENE,KS67410	NONE	N/A	CONTRIBUTION	150
ABILENE CONVENTION AND VISITORS BUREAU 201 NW SECOND ABILENE,KS67410	NONE	N/A	CONTRIBUTION	100
SHAYNA MASCARENO 704 N MULBERRY ABILENE,KS67410	NONE	N/A	SCHOLARSHIP	1,400
BOY SCOUTS CORONADO COUNCIL 644 S OHIO SALINA,KS67401	NONE	N/A	CONTRIBUTION	6,500
CHURCH WOMEN UNITED CHRISTMAS AID DEANNA WHITEHAIR 2202 S WASHINGTON ABILENE,KS67410	NONE	CHURCH	CONTRIBUTION	800
CRIME STOPPERS OF DICKINSON COUNTY 109 E 1ST STREET ABILENE,KS67410	NONE	N/A	CONTRIBUTIONCONTRIBUTION	50
DICKINSON COUNTY 4-H FOUNDATION 712 S BUCKEYE ABILENE,KS67410	NONE	N/A	CONTRIBUTION	75
ABILENE GIRL SCOUTS 3115 ENTERPRISE DR STE C SALINA,KS67401	NONE	ASSOCIATION	CONTRIBUTION	150
GRANT TOWNSHIP RURAL FIRE DEPT 984 2500 AVE ABILENE,KS67410	NONE	N/A	CONTRIBUTION	100
NICOLE KNOX 1314 SW 2ND ST ABILENE,KS67410	NONE	N/A	SCHOLARSHIP	1,400
HERITAGE CENTER 412 S CAMPBELL ABILENE,KS67410	NONE	N/A	CONTRIBUTION	100
KAYNAN ANDERSON 1017 FLAG ROAD ABILENE,KS67410	NONE	N/A	SCHOLARSHIP	1,400
ELISABETH MINSON 902 MAPLE ABILENE,KS67410	NONE	N/A	SCHOLARSHIP	1,400
KANSAS STATE HISTORICAL SOCIETY 6425 SW 6TH AVENUE TOPEKA,KS666151095	NONE	N/A	CONTRIBUTION	100
KSDS INC 124 W 7TH WASHINGTON,KS66968	NONE	ASSOCIATION	CONTRIBUTION	150
MEALS ON WHEELS 511 NE 10TH ABILENE,KS67410	NONE	N/A	CONTRIBUTION	300
NATIONAL FIRE SAFETY COUNCIL INC CO ABILENE FIRE DEPT PO BOX 519 ABILENE,KS67410	NONE	N/A	CONTRIBUTION	60
SAFE NIGHT AFTER PROM 1300 N CEDAR ABILENE,KS67410	NONE	N/A	CONTRIBUTION	50
SALVATION ARMY PRESBYTERIAN CHURCH 1400 N CEDAR ABILENE,KS67410	NONE	N/A	CONTRIBUTION	150
SHOP WITH A COP DICKINSON CO SHERIFF DEPT ABILENE,KS67410	NONE	N/A	CONTRIBUTION	150
THE HOPE CENTER 305 N CEDAR ABILENE,KS67410	NONE	N/A	CONTRIBUTION	350
TOYS FOR TOTS PO BOX 669 ABILENE,KS67410	NONE	N/A	CONTRIBUTION	100
ABILENE BANDS 210 NW 10TH ST ABILENE,KS67410	NONE	N/A	CONTRIBUTION	50
ABILENE AREA FOOD PANTRY 409 NW 3RD ABILENE,KS67410	NONE	N/A	CONTRIBUTION	600
KANSAS SAMPLER FOUNDATION 978 ARAPAHO RD ABILENE,KS67410	NONE	N/A	CONTRIBUTION	200
DICKINSON COUNTY HISTORICAL SOCIETY 412 S CAMPBELL ABILENE,KS67410	NONE	N/A	CONTRIBUTION	1,000
Total ................................. 3a				18,785

bApproved for future payment

Total ................................. 3b				0

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	(e) Related or exempt function income (See instructions.)
aHOME REVENUE	623000				170,062
bPARK REVENUE	721210				23,200
cCAMP MARY DELL RESERVATIONS	721210				16,434
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ............			14	5,241
4 Dividends and interest from securities....			14	732,116
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....			16	-9,388
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	551,470
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aFUEL TAX REFUND	110000	200
bGARNISHMENT FEES		160
cPATRONAGE DIVIDEND	110000	34
d
e
12 Subtotal. Add columns (b), (d), and (e)..		394		1,279,439	209,696

13Total. Add line 12, columns (b), (d), and (e)..................

131,489,529

(See worksheet in line 13 instructions to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	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.)
1A	HOME REVENUE IS THE NOMINAL CHARGE MADE TO BROWN MEMORIAL HOME
1A	RESIDENTS. THE CHARGE COVERS ABOUT 28% OF THE OPERATING COSTS OF
1A	THE HOME. (SEE "STATEMENT WITH RESPECT TO EXEMPT PURPOSES")
1B	PARK REVENUE IS DERIVED FROM THE SALE OF EXCESS BEEF CATTLE RAISED FOR
1B	USE BY THE BROWN MEMORIAL HOME,THE OPERATION OF WHICH IS THE PRINCIPAL
1B	CHARITABLE ACTIVITY OF THE FOUNDATION. (SEE "STATEMENT WITH RESPECT
1B	TO EXEMPT PURPOSES")
1D	CAMP RESERVATIONS ARE THE MODEST CHARGES MADE TO ORGANIZATIONS
1D	AND GROUPS USING CAMP MARY DELL. ( SEE "STATEMENT WITH RESPECT TO
1D	EXEMPT PURPOSES")

Form 990-PF (2013)

Page 12

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

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

organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

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

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?...........YesNo

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.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name Firm's address			Firm's EIN
				Phone no.

Form 990-PF (2013)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

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

OMB No. 1545-0047

2013

Name of the organization

BROWN MEMORIAL FOUNDATION
409 N W 3RD STREET SUITE A

Employer identification number

48-0573809

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

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

Special Rules

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

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

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

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

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

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

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

Page 2

Name of organization BROWN MEMORIAL FOUNDATION 409 N W 3RD STREET SUITE A

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	CARRIE BURTON TRUST 401 N SPRUCE ABILENE, KS67410	$5,421	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
2	IDA M PRICE ESTATE PO BOX 413 ABILENE, KS67410	$5,069	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

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

Page 3

Name of organization BROWN MEMORIAL FOUNDATION 409 N W 3RD STREET SUITE A

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
BROWN MEMORIAL FOUNDATION
409 N W 3RD STREET SUITE A

Employer identification number

48-0573809

Part III

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

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

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

Additional Data

Software ID:
Software Version:

- TIN:

TY 2013 AccountingFeesSchedule

Name:

BROWN MEMORIAL FOUNDATION

409 N W 3RD STREET SUITE A

EIN: 48-0573809

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING SERVICES	13,905	2,781	2,781	11,124

- TIN:

TY 2013 AllOthProgRltdInvestmentsSch

Name:

BROWN MEMORIAL FOUNDATION

409 N W 3RD STREET SUITE A

EIN: 48-0573809

Category	Amount
TIRES FOR TRACTOR AND NEW WINDOWS ON BUILDING	3,036

- TIN:

TY 2013 InvestmentsCorpBondsSchedule

Name:

BROWN MEMORIAL FOUNDATION

409 N W 3RD STREET SUITE A

EIN: 48-0573809

Name of Bond	End of Year Book Value	End of Year Fair Market Value
CORPORATE BONDS	4,802,486	5,183,568

- TIN:

TY 2013 InvestmentsCorpStockSchedule

Name:

BROWN MEMORIAL FOUNDATION

409 N W 3RD STREET SUITE A

EIN: 48-0573809

Name of Stock	End of Year Book Value	End of Year Fair Market Value
1 SH CARRIE BURTON TRUST	1	215,453
CORPORATE STOCKS	3,957,943	14,269,645

- TIN:

TY 2013 InvestmentsGovtObligationsSch

Name:

BROWN MEMORIAL FOUNDATION

409 N W 3RD STREET SUITE A

EIN: 48-0573809

US Government Securities - End of Year Book Value:

US Government Securities - End of Year Fair Market Value:

State & Local Government Securities - End of Year Book Value:

1,177,703

State & Local Government Securities - End of Year Fair Market Value:

1,151,971

- TIN:

TY 2013 LegalFeesSchedule

Name:

BROWN MEMORIAL FOUNDATION

409 N W 3RD STREET SUITE A

EIN: 48-0573809

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
LEGAL SERVICES	500	100	100	400

- TIN:

TY 2013 OtherAssetsSchedule

Name:

BROWN MEMORIAL FOUNDATION

409 N W 3RD STREET SUITE A

EIN: 48-0573809

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
DEFERRED PATRONAGE DIVIDEND-FARMERS COOP ASSOCIATION, TALMAGE, KS	874	909	909

- TIN:

TY 2013 OtherDecreasesSchedule

Name:

BROWN MEMORIAL FOUNDATION

409 N W 3RD STREET SUITE A

EIN: 48-0573809

Description	Amount
DISPOSAL OF OLD ASSETS	961,610

- TIN:

TY 2013 OtherExpensesSchedule

Name:

BROWN MEMORIAL FOUNDATION

409 N W 3RD STREET SUITE A

EIN: 48-0573809

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
GENERAL-INSURANCE	6,069	1,214	1,214	4,855
GENERAL-TRUST EXPENSE	4,360	872	872	3,488
GENERAL-MISCELLANEOUS	4,711	942	942	3,768
GENERAL-SUPPLIES	90	18	18	72
GENERAL-ADMINISTRATION	1,581	316	316	1,265
HOME AUTOMOBILE	5,053	0	5,053	0
HOME BUILDING	11,430	0	11,430	0
HOME EQUIPMENT REPAIR	3,647	0	3,647	0
HOME PAYROLL TAXES	29,351	0	29,351	0
HOME FOOD	62,789	0	62,789	0
HOME INSURANCE	48,958	0	48,958	0
HOME LAUNDRY	1,706	0	1,706	0
HOME LICENSES	240	0	240	0
HOME SALARIES	316,817	0	316,817	0
HOME SUPPLIES	16,306	0	16,306	0
HOME UTILITIES	55,156	0	55,156	0
HOME MISCELLANEOUS	7,321	0	7,321	0
HOME SEWER PLANT MAINT	10,663	0	10,663	0
HOME EMPLOYEE BENEFITS	6,857	0	6,857	0
PARK BUILDING REPAIR	0	0	0	0
PARK EQUIPMENT REPAIR	8,932	0	8,932	0
PARK PAYROLL TAXES	4,064	0	4,064	0
PARK GENERAL	3,539	0	3,539	0
PARK INSURANCE	9,779	0	9,779	0
PARK LANDSCAPING	585	0	585	0
PARK MACHINERY EXPENSE	3,456	0	3,456	0
PARK MAINTENANCE	1,019	0	1,019	0
PARK SALARY	45,342	0	45,342	0
PARK ROADS	684	0	684	0
PARK TRACTORS	3,926	0	3,926	0
PARK TRUCKS	10,931	0	10,931	0
PARK UTILITIES	18,673	0	18,673	0
PARK SUPPLIES	2,944	0	2,944	0
PARK REPAIRS & MAINTENANCE EMPLOYEE DWELLINGS	268	0	268	0
PARK INSURANCE EMPLOYEE DWELLINGS	1,350	0	1,350	0
PARK INSURANCE BOY SCOUT CAMP	2,260	0	2,260	0
MARY DELL REPAIRS & MAINTENANCE	3,864	0	3,864	0
MARY DELL OTHER EXPENSE	2,322	0	2,322	0
MARY DELL UTILITIES	5,005	0	5,005	0
MARY DELL SUPPLIES	342	0	342	0
PARK EMPLOYEE BENEFITS	1,010	0	1,010	0
HOME EXCESS DEDUCTIONS OVER INCOME	0	0	-407,153	407,153
PARK EXCESS DEDUCTIONS OVER INCOME	0	0	-120,535	120,535
GENERAL-TELEPHONE/INTERNET	1,935	387	387	1,548
HOME SUBSCRIPTIONS	920	0	920	0
PARK UTILITIES BOY SCOUT CAMP	6,709	0	6,709	0
GENERAL - OFFICE EXPENSE	8,728	1,746	1,746	6,982
GENERAL - DRUG TESTING	1,016	204	204	812
KINDER MORGAN K-1 LOSS	30,728	30,728	0	0
GENERAL - HISTORICAL FILES	3,193	638	638	2,555
ENERGY TRANSFER PARTNERSHIP K-1 LOSS	5,030	5,030	0	0

- TIN:

TY 2013 OtherIncomeSchedule2

Name:

BROWN MEMORIAL FOUNDATION

409 N W 3RD STREET SUITE A

EIN: 48-0573809

Description	Revenue And Expenses Per Books	Adjusted Net Income
HOME REVENUE	170,062	170,062
PARK REVENUE	23,200	23,200
CAMP MARY DELL RESERVATIONS	16,434	16,434
FUEL TAX REFUND	200	200
GARNISHMENT FEES	160	160
PATRONAGE DIVIDEND	34	34

- TIN:

TY 2013 OtherLiabilitiesSchedule

Name:

BROWN MEMORIAL FOUNDATION

409 N W 3RD STREET SUITE A

EIN: 48-0573809

Description	Beginning of Year - Book Value	End of Year - Book Value
SECURITY DEPOSIT	1,300	1,300
PAYROLL TAXES PAYABLE	732	956
RETIREMENT PAYABLE	1,781	2,391

- TIN:

TY 2013 TaxesSchedule

Name:

BROWN MEMORIAL FOUNDATION

409 N W 3RD STREET SUITE A

EIN: 48-0573809

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
FEDERAL INVESTMENT INCOME TAX	12,186	0	0	0
KANSAS FRANCHISE TAX	40	8	8	32
PAYROLL TAXES	4,302	860	860	3,442
FOREIGN TAXES	877	877	0	0