TY 2014 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.
bullet

Information about Form 990-PF and its instructions is at www.irs.gov/form990pf.

OMB No. 1545-0052

2014

Open to Public Inspection

For calendar year 2014, or tax year beginning 2014, and ending , 20

Name of foundation
THE FLORENCE FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)4519 MCINNIS AVENUE Room/suite

City or town, state or province, country, and ZIP or foreign postal code
MOSS POINT, MS39563

A Employer identification number

63-0843906

B Telephone number (see instructions)

(228) 474-0703

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

$4,304,110J 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	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach
	schedule)..............
2	Check
	Sch. B ...............
3	Interest on savings and temporary cash investments	6		6
4	Dividends and interest from securities......	122,119		122,119
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		200,546
b	Gross sales price for all assets on line 6a 489,973
7	Capital gain net income (from Part IV, line 2)...			200,546
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).......		11,290	11,043
12	Total. Add lines 1 through 11........	333,961		333,714
13	Compensation of officers, directors, trustees, etc.	39,000		6,500	32,500
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......		3,000	0	3,000
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		3,018	248	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		7,878	3,641	4,237
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	52,896		10,389	39,737
25	Contributions, gifts, grants paid........	169,000			169,000
26	Total expenses and disbursements. Add lines 24 and 25	221,896		10,389	208,737
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	112,065
b	Net investment income (if negative, enter -0-)			323,325
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2014)

Form 990-PF (2014)

Page 2

Part II		Balance Sheets	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...............	99	247	247
	2	Savings and temporary cash investments..........	70,780	62,124	62,124
	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...........
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........	1,778,287	1,982,583	2,789,793
	c	Investments—corporate bonds (attach schedule)........	370,095	283,201	321,550
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........	648,221	612,149	1,130,396
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	2,867,482	2,940,304	4,304,110
	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 )
	23	Total liabilities (add lines 17 through 22)..........	0	0
		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.........	2,867,482	2,940,304
	28	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	29	Retained earnings, accumulated income, endowment, or other funds	0	0
	30	Total net assets or fund balances (see instructions)......	2,867,482	2,940,304
	31	Total liabilities and net assets/fund balances (see instructions)..	2,867,482	2,940,304

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	2,867,482
2	Enter amount from Part I, line 27a.....................	2	112,065
3	Other increases not included in line 2 (itemize)	3	28,355
4	Add lines 1, 2, and 3..........................	4	3,007,902
5	Decreases not included in line 2 (itemize)	5	67,598
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	2,940,304

Form 990-PF (2014)

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	KINDER MORGAN INC	P	2014-12-17	2014-12-17
b	154 SH CIT GROUP	P	2006-01-01	2014-03-04
c	GATX INC.	P	2009-05-14	2014-04-15
d	JOHN HANCOCK	P	2006-01-01	2014-05-15
e	1000 SH KINDER MORGAN ENERGY LP	P	2002-11-27	2014-12-02
	1231 GAINS FROM PARTNERSHIPS	P
	CAPITAL LOSSES FROM PARTNERSHIPS	P
	100 SH CLOROX COMPANY	P	2013-10-30	2014-11-04
	60 SH CRACKER BARREL OLD CTRY	P	2014-05-02	2014-11-20
	70 SH DU PONT E I DE NEMOUR & CO	P	2012-09-21	2014-07-28
	220 SH GARMIN LTD	P	2013-04-22	2014-03-10
	510 SH HASBRO	P	2013-04-22	2014-03-10
	520 SH KRAFT FOODS GROUP	P	2012-12-05	2014-03-10
	260 SH MERCK & CO INC	P	2012-09-21	2014-03-10
	740 SH MICROCHIP TECHNOLOGY INC	P	2013-02-11	2014-05-02
	350 SH NORFOLK SOUTHERN CORP	P	2013-01-23	2014-10-07
	210 SH PITNEY BOWES INC	P	2013-05-13	2014-01-09
	370 SH RENT A CENTER INC	P	2014-03-10	2014-08-29
	1050 SH SELECT MEDICAL HLDGS	P	2013-10-16	2014-04-11
	120 SH SUN COMMUNITIES INC	P	2013-11-22	2014-02-18
	220 SH TARGET CORPORATION	P	2014-01-07	2014-05-13
	550 SH WALGREEN COMPANY	P	2012-10-08	2014-03-10
	NUVEEN GLBL HI INCM FD	P	2007-04-25	2014-12-12
	PVR PARTNERS	P	2006-01-06	2014-03-24
	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	4		4
b	7,411	5,578	1,833
c	50,341	50,341	0
d	35,000	35,000	0
e	126,523		126,523
	675		675
		766	-766
	10,174	9,008	1,166
	7,172	5,727	1,445
	4,556	3,615	941
	11,853	8,815	3,038
	27,818	23,763	4,055
	29,032	23,848	5,184
	14,862	11,726	3,136
	34,590	26,806	7,784
	38,432	23,842	14,590
	4,884	3,200	1,684
	10,309	9,483	826
	14,664	9,188	5,476
	6,369	4,964	1,405
	13,025	13,848	-823
	36,958	19,879	17,079
	16	30	-14
	524		524
	4,781		4,781

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69			(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a			4
b			1,833
c			0
d			0
e			126,523
			675
			-766
			1,166
			1,445
			941
			3,038
			4,055
			5,184
			3,136
			7,784
			14,590
			1,684
			826
			5,476
			1,405
			-823
			17,079
			-14
			524
			4,781

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	200,546
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

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 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))
2013	181,600	3,901,479	0.046546
2012	169,140	3,709,478	0.045597
2011	163,300	3,590,493	0.045481
2010	167,267	3,366,349	0.049688
2009	161,957	2,982,616	0.054300

2	Total of line 1, column (d) ......................	2	0.241612
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	0.048322
4	Enter the net value of noncharitable-use assets for 2014 from Part X, line 5.....	4	4,099,449
5	Multiply line 4 by line 3.......................	5	198,094
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	3,233
7	Add lines 5 and 6.........................	7	201,327
8	Enter qualifying distributions from Part XII, line 4..............	8	208,737
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 (2014)

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	3,233
	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	3,233
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	3,233
6	Credits/Payments:

a	2014 estimated tax payments and 2013 overpayment credited to 2014	6a	2,096
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)...	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	2,096
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	1,137
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2015 estimated tax	Refunded	11

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 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 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?

If "Yes," complete Part XIV.............................

Form 990-PF (2014)

Page 5

Part VII-A

Statements Regarding Activities (continued)

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

DWAIN G LUCE JR Telephone no. bullet

(228) 474-0703

Located at bullet

4519 MCINNIS AVENUEMOSS POINTMS ZIP+4 bullet

39563

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 2014, 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 FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet

Form 990-PF (2014)

Page 6

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 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 2014?.............

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 2014, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2014?...............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 2014 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 2014.)....................

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 2014?

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 4945(d)(4)(A)? (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 (2014)

Page 7

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
DWAIN G LUCE JR	TRUSTEE 4.00	13,000	0	0
4519 MCINNIS AVENUE MOSS POINT,MS39563	TRUSTEE 4.00	13,000	0	0
C WILLIAM BODIE MD	TRUSTEE 1.00	13,000	0	0
900 DOWNTOWNER BLVD 347 MOBILE,AL36609	TRUSTEE 1.00	13,000	0	0
THOMAS F GARTH	TRUSTEE 1.00	13,000	0	0
PO BOX 2727 MOBILE,AL36652	TRUSTEE 1.00	13,000	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


2


3


4

Form 990-PF (2014)

Page 8

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 instructions.
3

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

Part X

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

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

3,232,735

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

69,905

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

859,237

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

4,161,877

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

4,161,877

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

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

62,428

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

4,099,449

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

204,972

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

204,972

Tax on investment income for 2014 from Part VI, line 5......

3,233

Income tax for 2014. (This does not include the tax from Part VI.)...

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

3,233

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

201,739

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

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

201,739

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

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...

201,739

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 ..........

208,737

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

208,737

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

3,233

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

205,504

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 (2014)

Page 9

Part XIII

Undistributed Income (see instructions)

	(a) Corpus	(b) Years prior to 2013	(c) 2013	(d) 2014
1 Distributable amount for 2014 from Part XI, line 7				201,739
2 Undistributed income, if any, as of the end of 2014:
a Enter amount for 2013 only.......			165,971
b Total for prior years:20, 20, 20		0
3 Excess distributions carryover, if any, to 2014:
a From 2009.......
b From 2010.......
c From 2011.......
d From 2012.......
e From 2013.......
fTotal of lines 3a through e.........	0
4Qualifying distributions for 2014 from Part
XII, line 4: $ 208,737
a Applied to 2013, but not more than line 2a				165,971
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 2014 distributable amount.....				42,766
e Remaining amount distributed out of corpus	0
5 Excess distributions carryover applied to 2014.	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	0
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 2013. Subtract line 4a from line 2a. Taxable amount—see instructions .............			0
f Undistributed income for 2014. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2015 ..........				158,973
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) .......	0
8Excess distributions carryover from 2009 not applied on line 5 or line 7 (see instructions) ...	0
9Excess distributions carryover to 2015. Subtract lines 7 and 8 from line 6a ......	0
10 Analysis of line 9:
a Excess from 2010....
b Excess from 2011....
c Excess from 2012....
d Excess from 2013....
e Excess from 2014....

Form 990-PF (2014)

Page 10

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 2014, enter the date of the ruling....... bullet

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) 2014	(b) 2013	(c) 2012	(d) 2011	(e) Total

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

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 or e-mail address of the person to whom applications should be addressed:

DWAIN G LUCE
4519 MCINNIS AVENUE
MOSS POINT,MS39563
(228) 474-0703

bThe form in which applications should be submitted and information and materials they should include:

NO PRESCRIBED FORM

cAny submission deadlines:

NONE

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

ORGANIZATION MUST BE QUALIFIED UNDER INTERNAL REVENUE CODE SECTION 501(C)(3)

Form 990-PF (2014)

Page 11

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
AMERICAN LUNG ASSOCIATION OF ALABAMA MOBILE CHAPTER PO BOX 3188 BESSEMER,AL35023		PUBLIC CHARITY	I'LL NEVER SMOKE CAMPAIGN	24,000
AUTISM AVENUE 164 ST FRANCIS STREET SUITE 210 MOBILE,AL36602		PUBLIC CHARITY	EDUCATION	2,000
CAMP RAP-A-HOPE 2701 AIRPORT BLVD MOBILE,AL36606		PUBLIC CHARITY	CHILDREN'S CAMPS	5,000
CRITTENTON YOUTH SERVICES 4367 DOWNTOWNER LOOP NORTH MOBILE,AL36609		PUBLIC CHARITY	EDUCATION	10,000
EDITH MURPHY FOUNDATION PO BOX 7552 MOBILE,AL36670		PUBLIC CHARITY	HEALTH & EDUCATION	3,000
ELIJAH HOUSE PO BOX 6798 MOBILE,AL36660		PUBLIC CHARITY	PRISON REFORM	5,000
LIGHT OF THE VILLAGE PO BOX 1641 BAY MINETTE,AL36507		PUBLIC CHARITY	CHILDREN'S CAMPS	5,000
LOAVES & FISHES 15 NORTH JOACHIM STREET MOBILE,AL36602		PUBLIC CHARITY	OPERATIONS	1,000
MOBILE HISTORIC DEVELOPMENT COMMISSION PO BOX 1827 MOBILE,AL36633		PUBLIC CHARITY	HISTORIC PRESERVATION	3,000
MOBILE INFIRMARY FOUNDATION PO BOX 2226 MOBILE,AL36652		PUBLIC CHARITY	PULMONARY REHAB CENTER	25,000
PRICHARD PREPARATORY SCHOOL PO BOX 617 SARALAND,AL36571		PUBLIC CHARITY	SCHOOL FOR MINORITIES	2,500
RAISING THE ROOF 1660 LAUREL STREET MOBILE,AL36604		PUBLIC CHARITY	HOME REPAIR MINISTRY	5,000
TEAM FOCUS 1300 SCHILLINGER ROAD SUITE MOBILE,AL36695		PUBLIC CHARITY	OPERATIONS	10,000
THE SALVATION ARMY DAUPHIN STREET MOBILE,AL36604		PUBLIC CHARITY	OPERATIONS	1,000
THE SHOULDER PO BOX 7130 SPANISH FORT,AL36577		PUBLIC CHARITY	SUBSTANCE ABUSE TREATMENT PROGRAM	1,000
UNIVERSITY OF MOBILE NURSING 5735 COLLEGE PKWY MOBILE,AL36695		PUBLIC CHARITY	NURSING PROGRAM SCHOLARSHIP	20,000
USA MITCHELL CANCER INSTITUTE 1660 SPRINGHILL AVENUE MOBILE,AL36604		PUBLIC CHARITY	CANCER RESEARCH	15,000
VICTORY HEALTH PARTNERS PO BOX 851717 MOBILE,AL36609		PUBLIC CHARITY	HEALTH & EDUCATION	2,500
WINGS OF LIFE 800 ST LOUIS STREET MOBILE,AL36602		PUBLIC CHARITY	REHAB CENTER	5,000
YOUNG LIFE 7171 COTTAGE HILL ROAD MOBILE,AL36695		PUBLIC CHARITY	YOUTH GROUP	10,000
COMMUNITY SERVICES FOR VISION REHABILITATION 600 BEL AIR BLVD SUITE 110 MOBILE,AL36606		PUBLIC CHARITY	SERVICES FOR VISION REHABILITATION	6,000
DUMAS WESLEY COMMUNITY CENTER 126 MOBILE STREET MOBILE,AL36670		PUBLIC CHARITY	COMMUNITY OUTREACH	8,000
Total ................................. 3a				169,000

bApproved for future payment

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

Form 990-PF (2014)

Page 12

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.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ............			14	6
4 Dividends and interest from securities....			14	122,119
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.....			14	211
8 Gain or (loss) from sales of assets other than inventory .............			18	200,546
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aPARTNERSHIP INCOME	211110	247			10,832
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..		247		322,882	10,832

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

13333,961

(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.)
11A	INCOME (LOSS) FROM PUBLICLY TRADED PARTNERSHIPS HELD FOR INVESTMENT

Form 990-PF (2014)

Page 13

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) 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 (2014)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2014 AccountingFeesSchedule

Name:

THE FLORENCE FOUNDATION

EIN: 63-0843906

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	3,000	0		3,000

- TIN:

TY 2014 InvestmentsCorpBondsSchedule

Name:

THE FLORENCE FOUNDATION

EIN: 63-0843906

Name of Bond	End of Year Book Value	End of Year Fair Market Value
COCA COLA ENTERPRISES, 7.125% - $25,000	25,085	28,392
SOUTHTRUST BANK BHAM MED TERM - 50,000	50,709	60,572
COMCAST 6.5% DUE 1/15/15 - $25,000	25,002	25,040
TIME WARNER 6.875% DUE 6/15/18 - $25,000	25,110	28,885
REGIONS BANK SUBORDINATE NOTE 7.50% DUE 5/15/18	120,707	144,922
EMBARQ CORP	36,588	33,739

- TIN:

TY 2014 InvestmentsCorpStockSchedule

Name:

THE FLORENCE FOUNDATION

EIN: 63-0843906

Name of Stock	End of Year Book Value	End of Year Fair Market Value
DOW CHEMICAL - 1600 SHARES	11,467	72,976
LILLY ELI & COMPANY - 1000 SHARES	18,779	68,990
MERCHANTS & MARINE BANK - 4485 SHARES	47,654	449
HARTFORD FINANCIAL SERV GROUP INC - 300 SHARES	2,041	12,507
COCA COLA - 400 SHARES	5,871	16,888
WESTAR ENERGY INC - 2900 SHARES	51,765	119,596
MERRILL LYNCH CAPITAL TR, 7.12%, PFD - 1800 SHARES	46,125	46,308
EXXON MOBIL - 700 SHARES	28,728	64,715
JOHNSON & JOHNSON - 1000 SHARES	52,104	104,570
PLUM CREEK TIMBER CO - 2000 SHARES	30,572	85,580
MICROSOFT - 1000 SHARES	22,055	46,450
SOUTHERN CO - 3000 SHARES	102,285	147,330
ALLIANT ENERGY - 1000 SHARES	20,231	66,420
CONSOLIDATED EDISON - 950 SHARES	37,507	62,710
DOMINION RES - 500 SHARES	26,875	76,900
EXELON CORP - 1600 SHARES	43,303	59,328
KRAFT FOODS - 166 SHARES	5,480	10,402
NORTHWEST NATURAL GAS - 1000 SHARES	26,442	49,900
TECO ENERGY - 4500 SHARES	52,294	92,205
VULCAN MATERIAL - 450 SHARES	18,862	29,579
INTERNATIONAL BUSINESS MACHINES CORP	32,490	80,220
NUVEEN DIVERSIFIED CURRENCY OPPORTUNITIES	82,820	50,732
ANWORTH MORTGAGE ASSET CORP SER B CUM CONV PFD 6.25%	100,000	91,400
FEDERAL NATIONAL MTG ASSOC PFD PERPETUAL	100,000	21,000
SYSCO CORP	29,293	39,690
BRISTOL MYERS SQUIBB COMPANY	40,800	118,060
PG&E CORPORATION	51,555	74,536
AGL RESOURCES - 1000 SHARES	35,532	54,510
UNILEVER PLC - 1000 SHARES	27,548	40,480
AT&T INC	56,240	67,180
ABBOTT LABORATORIES - 500 SHARES	11,368	22,510
MCDONALDS CORP - 1000 SHARES	72,327	93,700
CONOCOPHILLIPS - 1000 SHARES	53,497	69,060
MONDOLEZ INTERNATIONAL - 500 SHARES	10,178	18,163
ALTRIA GROUP INC	19,400	28,084
BLACKROCK INC	19,593	39,332
ENSCO PLC	20,076	11,082
KRAFT FOODS GROUP	7,796	10,652
MERCK & CO	7,667	9,654
MERCURY GENERAL CORP	20,133	30,035
ABBVIE INC.	12,327	32,720
ANNALY CAPITAL MANAGEMENT INC.	10,050	10,810
CONAGRA FOODS INC	32,070	36,280
MID-AMERICA APT CMNTYS	21,845	26,885
BAXTER INTERNATIONAL INC.	13,470	14,658
BUCKLE INC.	20,110	22,584
INTERSIL CORP CL A	7,854	13,457
PEOPLES UNITED FINL INC	11,826	12,903
TEXAS INSTRUMENTS INC.	8,780	11,762
THE SOUTHERN COMPANY	18,024	20,626
TUPPERWARE BRANDS CORP	12,402	10,080
ALABAMA POWER CO	39,530	40,650
AT&T INC	15,229	14,444
ACCENTURE PLC CL A	10,565	11,610
ARES CAPITAL CORP	11,658	10,143
B C E INC NEW	9,974	10,548
CRACKER BARREL OLD CTRY	8,631	12,668
COCA COLA COMPANY	10,493	10,555
DONNELLEY RR & SONS	7,441	7,898
GLAXOSMITHKLINE PLC	10,266	8,975
LORILLARD INC	6,852	8,182
MDC HOLDING INC	14,727	13,500
MATTEL INCORPORATED	12,274	10,212
MCDONALDS CORP	7,107	6,559
MERIDIAN BIOSCIENCE	9,621	7,242
OMNICOM GROUP INC	9,759	10,846
PHILIP MORRIS INTL INC	14,574	13,847
PROCTER & GAMBLE INC	15,038	16,396
STAPLES INC	10,333	15,496
TAL INTERNATIONAL GROUP	14,548	14,814
TOTAL S A ADR F	11,487	10,240
VERIZON COMMUNICATIONS	9,449	9,356
WILLIAMS COMPANIES	14,430	16,178
KINDER MORGAN INC	91,086	92,786

- TIN:

TY 2014 InvestmentsOtherSchedule2

Name:

THE FLORENCE FOUNDATION

EIN: 63-0843906

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
ENTERPRISE LP - 4,108 SH	FMV	97,244	296,762
MAGELLAN MIDSTREAM LP - 4,000 SH	FMV	56,848	330,640
NUSTAR ENERGY LP	FMV	52,450	57,750
BSR TRUST/SUMMIT HOUSING PARTNERS LLP	AT COST	100,000	100,000
VANGUARD INTERMEDIATE TERM INVESTMENT	FMV	133,697	143,259
DOUBLELINE TOTAL RETURN BOND	FMV	28,477	27,899
PLAINS ALL AMERICAN PIPELINE LP	FMV	71,123	76,980
CAPSTEAD MORTGAGE CP NEW	FMV	4,490	4,789
DIGITAL REALTY TRUST INC	FMV	12,773	15,249
SUN COMMUNITIES INC	FMV	8,687	12,697
REGENCY ENERGY PARTNERS LP	FMV	31,636	48,960
HCP INC	FMV	14,724	15,411

- TIN:

TY 2014 OtherDecreasesSchedule

Name:

THE FLORENCE FOUNDATION

EIN: 63-0843906

Description	Amount

- TIN:

TY 2014 OtherExpensesSchedule

Name:

THE FLORENCE FOUNDATION

EIN: 63-0843906

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
ASF DUES	725	0	725
D&O - AON LIABILITY INSURANCE	3,512	0	3,512
LIMITED PARTNERSHIP FEE	75	75	0
INVESTMENT FEES	3,566	3,566	0

- TIN:

TY 2014 OtherIncomeSchedule2

Name:

THE FLORENCE FOUNDATION

EIN: 63-0843906

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
ROYALTY INCOME FROM PARTNERSHIP	211	211	211
PARTNERSHIP INCOME	11,079	10,832	11,079

- TIN:

TY 2014 OtherIncreasesSchedule

Name:

THE FLORENCE FOUNDATION

EIN: 63-0843906

Description	Amount

- TIN:

TY 2014 TaxesSchedule

Name:

THE FLORENCE FOUNDATION

EIN: 63-0843906

Category	Amount	Net Investment Income
ESTIMATED TAX - 990-T	485	0
TAX - 990-PF	189	0
FOREIGN TAXES	248	248
ESTIMATED TAX - 990-PF	2,096	0