Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation 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
BARSTOW FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)CO CHEMICAL BANK 715 EAST MAIN ST   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
MIDLAND, MI48640
A Employer identification number

38-6151026
B Telephone number (see instructions)

(989) 839-5305
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$7,961,933J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach
schedule)..............  
2 Check bullet
Sch. B ...............
3 Interest on savings and temporary cash investments 150 150  
4 Dividends and interest from securities...... 255,732 255,732  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 Click to see attachment 127,198
b Gross sales price for all assets on line 6a 263,840
7 Capital gain net income (from Part IV, line 2)... 127,198
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 1,099 -11,959  
12 Total. Add lines 1 through 11........ 384,179 371,121  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 2,155 2,155    
c Other professional fees (attach schedule).... Click to see attachment 33,359 33,359    
17 Interest............... 24 24    
18 Taxes (attach schedule) (see instructions)... Click to see attachment 1,738 238    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 1      
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 37,277 35,776   0
25 Contributions, gifts, grants paid........ 313,000 313,000
26 Total expenses and disbursements. Add lines 24 and 25 350,277 35,776   313,000
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 33,902
b Net investment income (if negative, enter -0-) 335,345
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 Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 50,825 68,855 68,855
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 1,989,118 Click to see attachment1,988,932 7,876,163
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 1,078 Click to see attachment17,128 16,915
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment4 Click to see attachment12  
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 2,041,025 2,074,927 7,961,933
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable..................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)..........   0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted...................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds 2,041,025 2,074,927
30 Total net assets or fund balances (see instructions)...... 2,041,025 2,074,927
31 Total liabilities and net assets/fund balances (see instructions).. 2,041,025 2,074,927
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 2,041,025
2 Enter amount from Part I, line 27a..................... 2 33,902
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 2,074,927
5 Decreases not included in line 2 (itemize) bullet 5  
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 2,074,927
Form 990-PF (2014)
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 PUBLICALLY TRADED SECURITIES      
b LONG TERM CAPITAL GAIN DIVIDENDS      
c KINDER MORGAN LP MERGER      
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 220,108   136,642 83,466
b 2,680     2,680
c 41,052     41,052
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       83,466
b       2,680
c       41,052
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 127,198
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see 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 291,699 6,446,185 000.045251
2012 290,920 5,826,226 000.049933
2011 174,000 5,949,124 000.029248
2010 135,000 5,303,382 000.025455
2009 208,544 3,276,266 000.063653
2 Total of line 1, column (d) ...................... 2 000.213540
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. . . 		3 000.042708
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 8,555,668
5 Multiply line 4 by line 3....................... 5 365,395
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 3,353
7 Add lines 5 and 6......................... 7 368,748
8 Enter qualifying distributions from Part XII, line 4.............. 8 313,000
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)
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 Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 6,707
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2........................... 3 6,707
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 6,707
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 2,855
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.............. Part VI Line 7 - Tax Paid with the Original Return: 2855 7 2,855
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 3,852
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet   RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletMI
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
    Yes
     
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletTRUST DEPARTMENT CHEMICAL BANK Telephone no.bullet (989) 839-8305
    Located atbullet715 E MAIN STREETMIDLANDMI ZIP+4bullet48640
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 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)
    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
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2014?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2014, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2014?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?........................
    b
    If "Yes," did it have excess business holdings in 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.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2014?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)..................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.......................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2014)
    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
    DAVID O BARSTOW CO-CHAIR
    002.00     		0    
    221 HOLLAND DRIVE
    BLACK MOUNTAIN,NC28711
    WILLIAM R DIXON CO-CHAIR
    002.00     		0    
    2656 BRIDGEWAY STE 201
    SAUSALITO,CA94965
    JOHN E KESSLER SECRETARY
    002.00     		0    
    715 E MAIN STREET
    MIDLAND,MI48640
    RUTH DIXON TRUSTEE
    001.00     		0    
    515 N GARDEN PLAZA CT APT 312
    POST FALLS,ID83854
    ROBERT G BARSTOW TRUSTEE
    001.00     		0    
    10600 PLUMEWOOD DRIVE
    AUSTIN,TX78750
    JOHN C BARSTOW TRUSTEE
    001.00     		0    
    7454 SPICEWOOD SPRINGS
    AUSTIN,TX78759
    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
     
    Total number of other employees paid over $50,000...................bullet  
    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
     
    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 N/A 0
    2  
    3  
    4  
    Form 990-PF (2014)
    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 N/A  
    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.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    8,525,968
    b
    Average of monthly cash balances.......................
    1b
    159,989
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    8,685,957
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    8,685,957
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) Click to see attachment.............................
    4
    130,289
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    8,555,668
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    427,783
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    427,783
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    6,707
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    6,707
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    421,076
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    421,076
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    421,076
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 Click to see attachment..........
    1a
    313,000
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    313,000
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    313,000
    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)
    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 7 421,076
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 312,780
    b Total for prior years:20, 20, 20  
    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.........  
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 313,000
    a Applied to 2013, but not more than line 2a 312,780
    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 2014 distributable amount..... 220
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2014.    
    (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 2013. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2014. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		420,856
    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) .......     		 
    8Excess distributions carryover from 2009 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2015.
    Subtract lines 7 and 8 from line 6a ......     		 
    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)
    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 section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2014 (b) 2013 (c) 2012 (d) 2011
             
    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).)
    NONE
    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.
    NONE
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    JOHN E KESSLER CHEMICAL BANK
    715 E MAIN STREET
    MIDLAND,MI48640
    (989) 839-5305
    bThe form in which applications should be submitted and information and materials they should include:
    LETTER WITH ACCOMPANYING BROCHURES OR PAMPHLETS IF AVAILABLE
    cAny submission deadlines:
    JULY 31, ANNUALLY - TRUSTEES MEET ANNUALLY TO CONSIDER GRANT REQUESTS
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NO GRANTS TO INDIVIDUALS OR RESEARCH PROGRAMS. NO LOANS PERMITTED.
    Form 990-PF (2014)
    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)
    aPaid during the year
    HANDS EXTENDED LOVING PEOPLE
    910 E TINKHAM AVENUE
    LUDINGTON,MI49431     		NONE PC UNRESTRICTED 18,750
    CHRISTMAS CARING 2014
    PO BOX 2037
    COTTONWOOD,AZ86326     		NONE PC UNRESTRICTED 18,750
    EASTER SEALS INC
    233 S WACKER DRIVE STE 2400
    CHICAGO,IL60606     		NONE PC UNRESTRICTED 4,000
    CHRISTMAS FOR ALL INC
    PO BOX 6200
    COEUR DALENE,ID83816     		NONE PC UNRESTRICTED 4,000
    ASHEVEILLE BUNCOMBE COMM CHRSTN MNSTRY
    30 CUMBERLAND AVENUE
    ASHEVILLE,NC28801     		NONE PC UNRESTRICTED 6,000
    CARE
    PO BOX 1871
    MERRIFIELD,VA22116     		NONE PC UNRESTRICTED 14,000
    UNICEF
    125 MAIDEN LANE
    NEW YORK,NY10038     		NONE PC UNRESTRICTED 14,000
    CENTER FOR DOMESTIC PEACE
    734 A STREET
    SAN RAFAEL,CA94901     		NONE PC UNRESTRICTED 5,000
    SWANNANOA VALLEY CHRISTIAN MINISTRY
    101 N RIDGEWAY AVE
    BLACK MOUNTAIN,NC28711     		NONE PC UNRESTRICTED 24,000
    HOSPICE AUSTIN
    4107 SPICEWOOD SP RD STE 100
    AUSTIN,TX78759     		NONE PC CHARITY CARE 30,000
    HAYDEN ENTERPRISES GIVING FUND
    963 SW SIMPSON AVE ST 110
    BEND,OR97702     		NONE PC UNRESTRICTED 4,000
    GREATER BOSTON FOOD BANK
    70 SOUTH BAY AVENUE
    BOSTON,MA02118     		NONE PC UNRESTRICTED 6,000
    FOOD BANK OF EASTERN MICHIGAN
    2312 LAPEER ROAD
    FLINT,MI48503     		NONE PC UNRESTRICTED 6,000
    NASHUA SOUP KITCHEN & SHELTER INC
    42 CHESTNUT STREET
    NASHUA,NH03061     		NONE PC UNRESTRICTED 6,000
    RICHMOND EMERGENCY FOOD PANTRY
    PO BOX 2598
    EL CERRITO,CA94530     		NONE PC UNRESTRICTED 6,000
    FEEDING AMERICA
    35 EAST WACKER DR STE 2000
    CHICAGO,IL60601     		NONE PC UNRESTRICTED 6,000
    FIRST UNION AFRICAN BAPTIST CHURCH
    2 MAGNOLIA COURT
    DAUFUSKIE ISLAND,SC29915     		NONE PC GOOD NEIGHBOR FUND 8,000
    WOUNDED WARRIOR PROJECT
    4899 BELFORT RD STE 300
    JACKSONVILLE,FL32256     		NONE PC UNRESTRICTED 6,000
    ALS TDI
    300 TECHNOLOGY SQUARE
    CAMBRIDGE,MA02139     		NONE PC UNRESTRICTED 1,000
    THE SALVATION ARMY
    1765 W GOLF COURSE ROAD
    COEUR DALENE,ID83816     		NONE PC UNRESTRICTED 4,000
    MIDLAND AREA COMMUNITY FOUNDATION
    76 ASHMAN CIRCLE
    MIDLAND,MI48640     		NONE PC MCADA 2,000
    HEIFER INTERNATIONAL
    1 WORLD AVENUE
    LITTLE ROCK,AR72202     		NONE PC UNRESTRICTED 1,000
    COLORADO RIVER FOUNDATION
    3625 LAKE AUSTIN BOULEVARD
    AUSTIN,TX78703     		NONE PC YOUTH EXPERIENCE PROGRAM 8,000
    CREATIVE 360 INC
    333 W ELLSWOTH
    MIDLAND,MI48640     		NONE PC YES WE CAN PROGRAM 5,000
    MIDLAND AREA COMMUNITY FOUNDATION
    76 ASHMAN CIRCLE
    MIDLAND,MI48640     		NONE PC BARSTOW FAMILY FOUNDATION 50,000
    NORTH MIDLAND FAMILY CENTER
    2601 SHEARER ROAD
    MIDLAND,MI48642     		NONE PC PROGRAMMING 10,000
    RAILWAY FAMILY CENTERE
    911 E RAILWAY STREET
    COLEMAN,MI48618     		NONE PC PROGRAMMING 10,000
    AMERICAN RED CROSS
    220 W MAIN STREET STE 104
    MIDLAND,MI48640     		NONE PC CORE SERVICES 10,000
    CAN DO MULTIPLE SCLEROSIS
    100 W BEAVER CREEK BLVD STE 200
    AVON,CO81620     		NONE PC UNRESTRICTED 1,000
    SYLVIA EARLE ALLIANCE MISSION BLUE
    100 PINE STREET STE 1550
    SAN FRANCISCO,CA94111     		NONE PC UNRESTRICTED 1,000
    MILESTONE DECISIONS INC
    611 S MAIN
    MOSCOW,ID838433039     		NONE PC UNRESTRICTED 4,000
    SEDONA COMMUNITY TENNIS ASSOCIATION
    140 BLUE JAY DRIVE
    SEDONA,AZ86336     		NONE PC UNRESTRICTED 2,500
    HOBART AND WILLIAM SMITH COLLEGES
    300 PULTENEY STREET
    GENEVA,NY14456     		NONE PC UNRESTRICTED 1,000
    THE JAMES RIVER PARK
    PO BOX 4453
    RICHMOND,VA23220     		NONE PC PROTECTION AND PRESERVATION 2,000
    XERODERMA PIGMENTOSUM SOCIETY INC
    437 SNYDERTOWN ROAD
    CRARYVILLE,NY12521     		NONE PC CAMP SUN DOWN 4,000
    DOCTORS WITHOUT BORDERS
    333 7TH AVENUE 2ND FL
    NEW YORK,NY100015004     		NONE PC UNRESTRICTED 10,000
    Total .................................bullet 3a 313,000
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2014)
    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
    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 ............     		    14 150  
    4 Dividends and interest from securities....     14 255,732  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 127,198  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: aSEE STMT FOR PART 1, LINE 12     01 1,099  
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..   384,179  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13384,179
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2014)
    Additional Data


    Software ID: 14000292
    Software Version: 14.4.1.0
    Part VI Line 7 - Tax Paid with the Original Return: 2,855


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2014 AccountingFeesSchedule
    Name:
    BARSTOW FOUNDATION
    EIN: 38-6151026
    Software ID:14000292
    Software Version:14.4.1.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CHALGIAN TRIPP LAW OFFICES PLLC 2,155 2,155    

    Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

    TY 2014 GainLossSaleOtherAssetsSch
    Name:
    BARSTOW FOUNDATION
    EIN: 38-6151026
    Software ID:14000292
    Software Version:14.4.1.0
    Name Date Acquired How Acquired Date Sold Purchaser Name Gross Sales Price Basis Basis Method Sales Expenses Total (net) Accumulated Depreciation
    PUBLICALLY TRADED SECURITIES         220,108 136,642     83,466  
    LONG TERM CAPITAL GAIN DIVIDENDS         2,680       2,680  
    KINDER MORGAN LP MERGER         41,052       41,052  

    TY 2014 GeneralExplanationAttachment
    Name:
    BARSTOW FOUNDATION
    EIN: 38-6151026
    Software ID:14000292
    Software Version:14.4.1.0
    Identifier Return Reference Explanation

    TY 2014 InvestmentsCorpStockSchedule
    Name:
    BARSTOW FOUNDATION
    EIN: 38-6151026
    Software ID:14000292
    Software Version:14.4.1.0
    Name of Stock End of Year Book Value End of Year Fair Market Value
    142827 shares of DOW CHEMICAL COMPANY 975,965 6,514,339
    10705 shares of T ROWE PRICE HIGH YLD FD 66,843 72,583
    8299 shares of VANGUARD S/T INV GRADE FD 87,462 88,468
    750 shares of ATT INC 19,196 25,193
    1000 shares of ALTRIA GROUP INC 19,015 49,270
    400 shares of AMERICAN ELECTRIC POWER 12,332 24,288
    500 shares of AUTOMATIC DATA PROCESSING INC 17,316 41,685
    400 shares of ROYAL DUTCH SHELL PLC 28,911 26,780
    250 shares of CHEVRON CORPORATION 17,895 28,045
    450 shares of EMERSON ELECTRIC CO 17,880 27,779
    400 shares of HOME DEPOT, INC. 10,812 41,988
    250 shares of JOHNSON JOHNSON 15,126 26,143
    300 shares of KIMBERLY CLARK CORP 17,169 34,662
    300 shares of ELI LILLY CO 9,833 20,697
    325 shares of MCDONALDS CORP 19,084 30,453
    700 shares of MICROCHIP TECH 16,914 31,577
    700 shares of WASTE MANAGEMENT INC 22,290 35,924
    800 shares of INVESCO LTD 17,092 31,616
    300 shares of HONEYWELL INTL INC 13,592 29,976
    1000 shares of INTEL CORP 19,691 36,290
    200 shares of NEXTERA ENERGY INC 10,160 21,258
    300 shares of NUCOR CORP 11,949 14,715
    1000 shares of PFIZER 17,077 31,150
    400 shares of VERIZON COMMUNICATIONS 12,964 18,712
    1000 shares of CHEMICAL FINANCIAL CORP 20,268 30,640
    600 shares of HCP INC 24,617 26,418
    1400 shares of ISHARES TR MSCI EAFE INDEX FD 84,966 85,176
    416 shares of KRAFT FOODS GROUP INC 15,407 26,067
    450 shares of BRISTOL MYERS SQUIBB CO 15,457 26,564
    400 shares of KLA TENCOR CORP 19,028 28,128
    3686 shares of LAZARD EMERG MKT INST 638 70,000 63,365
    7593 shares of PRUDENTIAL SHORT TERM CORP BD 87,500 85,190
    500 shares of DARDEN RESTAURANTS INC 25,715 29,315
    400 shares of ABB VIE INC 9,796 26,176
    4480 shares of BAIRD CORE PLUS BOND FUND 49,733 49,912
    3593 shares of DODGE COX INCOME FUND 49,733 49,517
    890 shares of KINDER MORGAN INC 36,966 37,656
    37 shares of HALYARD HEALTH INC 728 1,682
    166 shares of CDK GLOBAL HOLDINGS LLC 2,450 6,766

    TY 2014 InvestmentsOtherSchedule2
    Name:
    BARSTOW FOUNDATION
    EIN: 38-6151026
    Software ID:14000292
    Software Version:14.4.1.0
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    INVESTMENT IN BLACKSTONE GROUP LP AT COST 17,128 16,915

    TY 2014 OtherAssetsSchedule
    Name:
    BARSTOW FOUNDATION
    EIN: 38-6151026
    Software ID:14000292
    Software Version:14.4.1.0
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    ACCRUED INTEREST 4 12  


    TY 2014 OtherExpensesSchedule
    Name:
    BARSTOW FOUNDATION
    EIN: 38-6151026
    Software ID:14000292
    Software Version:14.4.1.0
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    NONDEDUCTIBLE EXP FROM LMTD PARTNERSHP 1      


    TY 2014 OtherIncomeSchedule2
    Name:
    BARSTOW FOUNDATION
    EIN: 38-6151026
    Software ID:14000292
    Software Version:14.4.1.0
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    CURRENT YR PASSIVE INCOME 1,087 1,087  
    CURRENT YR SECTION 1231 LOSS -36 -36  
    PTP PRIOR UNALLOWED LOSSES ALLOWED DISPOSITION   -13,058  
    CURRENT YR PASSIVE INCOME 10 10  
    CURRENT YR SECTION 1231 GAIN 38 38  


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    BARSTOW FOUNDATION
    EIN: 38-6151026
    Software ID:14000292
    Software Version:14.4.1.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CHEMICAL BANK - INVESTMT FEES 33,359 33,359    


    TY 2014 TaxesSchedule
    Name:
    BARSTOW FOUNDATION
    EIN: 38-6151026
    Software ID:14000292
    Software Version:14.4.1.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAX PAID ON DIVIDEND INC. 238 238    
    TAX ON INVESTMENT INCOME 1,500