TY 2013 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)

Do not enter Social Security numbers on this form as it may be made public. By law, the IRS

generally cannot redact the information on the form.

Information about Form 990 and its instructions is at www.IRS.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

A For the 2013 calendar year, or tax year beginning 01-01-2013 , 2013, and ending 12-31-2013

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
THE MARY KAY FOUNDATION

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
16251 DALLAS PARKWAY

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
ADDISON, TX75001

D Employer identification number

75-2653742

E Telephone number

G Gross receipts $ 4,307,631

F Name and address of principal officer:

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

N/A

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1996

M State of legal domicile: TX

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: PROVIDE SUPPORT FOR IRC SEC 501c3 ORGANIZATIONS INVOLVED IN EDUCATION, MEDICAL RESEARCH, CANCER RESEARCH, WOMENS HEALTH ISSUES, OR RAISING AWARENESS OF THE EPIDEMIC PROBLEM OF VIOLENCE AGAINST WOMEN.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	9
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	0
5	Total number of individuals employed in calendar year 2013 (Part V, line 2a) ......	5	0
6	Total number of volunteers (estimate if necessary) .............	6
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	4,378,996	4,222,682
9	Program service revenue (Part VIII, line 2g) .........		0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	414,618	45,091
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)		23,815
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	4,793,614	4,291,588
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	4,994,000	4,576,912
14	Benefits paid to or for members (Part IX, column (A), line 4).....		0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)		0
16a	Professional fundraising fees (Part IX, column (A), line 11e).....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 68,838
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	124,924	155,092
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	5,118,924	4,732,004
19	Revenue less expenses. Subtract line 18 from line 12.......	-325,310	-440,416
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	14,515,537	13,925,121
21	Total liabilities (Part X, line 26).............	1,100,000	950,000
22	Net assets or fund balances. Subtract line 21 from line 20.....	13,415,537	12,975,121

Part II

Signature Block

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 officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2013)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III ..............

Briefly describe the organization’s mission: PROVIDE SUPPORT FOR IRC SEC 501c3 ORGANIZATIONS INVOLVED IN EDUCATION, MEDICAL RESEARCH, CANCER RESEARCH, WOMENS HEALTH ISSUES, OR RAISING AWARENESS OF THE EPIDEMIC PROBLEM OF VIOLENCE AGAINST WOMEN.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If "Yes," describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If "Yes," describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 4,576,912 including grants of $ 4,576,912 ) (Revenue $ )
	THE MARY KAY FOUNDATION PROVIDED GRANTS IN THE AMOUNT OF $4,576,912 TO SUPPORT IRC SEC 501c3 ORGANIZATIONS INVOLVED IN EDUCATION, MEDICAL RESEARCH, CANCER RESEARCH, WOMENS HEALTH ISSUES, OR RAISING AWARENESS OF THE EPIDEMIC PROBLEM OF VIOLENCE AGAINST WOMEN.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses4,576,912

Form 990 (2013)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A Click to see attachment

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

Yes

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment

...

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C,
Part III............................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I Click to see attachment

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

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III Click to see attachment

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

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV Click to see attachment

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

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part V Click to see attachment

......

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI. Click to see attachment

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

11a

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VII Click to see attachment

.......

11b

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII Click to see attachment

.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IX Click to see attachment

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

11d

Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X Click to see attachment

11e

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part X Click to see attachment

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

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment

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

12a

Yes

Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I (see instructions).... Click to see attachment

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............ Click to see attachment

Yes

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III................... Click to see attachment

20a

Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....

20a

If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2013)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment

Yes

Did the organization report more than $5,000 of grants or other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J.......................

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I........

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I...................

25b

Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, complete Schedule L, Part II....................

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III.........

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV ..........................

28a

A family member of a current or former officer, director, trustee, or key employee? If "Yes,"
complete Schedule L, Part IV.....................

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV...

28c

Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2... Click to see attachment

35b

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2............. Click to see attachment

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2013)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response or note to any line in this Part V ..............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

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

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If "Yes," did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If "Yes," indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

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

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If "Yes," enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..

14b

Form 990 (2013)

Page 6

Part VI

Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response or note to any line in this Part VI ..............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If "No," go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Other officers or key employees of the organization ................

15b

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

MICHAEL LUNCEFORD16251 DALLAS PARKWAYADDISONTX75001 (972) 687-5734

Form 990 (2013)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response or note to any line in this Part VII ..............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) MICHAEL LUNCEFORD........................................................................ President	0.00 .......................0.00	X	X	0	0	0
(2) RYAN ROGERS........................................................................ Vice President	0.00 .......................0.00	X	X	0	0	0
(3) KRIS JOHNSON........................................................................ Secretary	0.00 .......................0.00	X	X	0	0	0
(4) KAREN ROGERS........................................................................ Vice President	0.00 .......................0.00	X	X	0	0	0
(5) JENNIFER COOK........................................................................ Board Member	0.00 .......................0.00	X		0	0	0
(6) PEGGY DAVIDSON........................................................................ Board Member	0.00 .......................0.00	X		0	0	0
(7) NANCY THOMASON........................................................................ Board Member	0.00 .......................0.00	X		0	0	0
(8) ANNE CREWS........................................................................ Board Member	0.00 .......................0.00	X		0	0	0
(9) JESSICA BAIR........................................................................ Board Member	0.00 .......................0.00	X		0	0	0

Form 990 (2013)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)						(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual...........................

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation





2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 0

Form 990 (2013)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII .............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c		70,800
d	Related organizations...1d		2,750,982
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		1,400,900

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			4,222,682
			Business Code
2a
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			0
3	Investment income (including dividends, interest, and other similar amounts).......			45,091			45,091
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss)..........			0
8a	Gross income from fundraising events (not including $ 70,800 of contributions reported on line 1c). See Part IV, line 18 ..
	a		39,858
b	Less: direct expenses ...b		16,043
c	Net income or (loss) from fundraising events..			23,815			23,815
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See Instructions......			4,291,588			68,906

Form 990 (2013)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	4,576,912	4,576,912
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	0
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	0
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	0
9	Other employee benefits .......	0
10	Payroll taxes ...........	0
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	0
c	Accounting ...........	16,430		16,430
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	0
12	Advertising and promotion ....	0
13	Office expenses .......	58,389		54,822	3,567
14	Information technology ......	0
15	Royalties ..	0
16	Occupancy ...........	0
17	Travel ............	0
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	0
20	Interest ...........	0
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	0
23	Insurance ..............	0
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	FUNDING DEVELOPMENT	80,273		15,002	65,271
b
c
d
e	All other expenses	0
25	Total functional expenses. Add lines 1 through 24e	4,732,004	4,576,912	86,254	68,838
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2013)

Page 11


			(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............		6,922,635	1	6,331,093
2	Savings and temporary cash investments .........			2	0
3	Pledges and grants receivable, net ...........		29,790	3	20,554
4	Accounts receivable, net .............			4	0
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				6	0
7	Notes and loans receivable, net .............			7	0
8	Inventories for sale or use ..............			8	0
9	Prepaid expenses and deferred charges ..........		22,452	9	19,245
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a
b	Less: accumulated depreciation .....	10b		10c	0
11	Investments—publicly traded securities ..........		7,540,660	11	7,554,229
12	Investments—other securities. See Part IV, line 11 .....			12	0
13	Investments—program-related. See Part IV, line 11 .....			13	0
14	Intangible assets ...............			14	0
15	Other assets. See Part IV, line 11 ...........			15	0
16	Total assets. Add lines 1 through 15 (must equal line 34)......		14,515,537	16	13,925,121
17	Accounts payable and accrued expenses .........			17
18	Grants payable .................		1,100,000	18	950,000
19	Deferred revenue ................			19
20	Tax-exempt bond liabilities .............			20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			22
23	Secured mortgages and notes payable to unrelated third parties ..			23
24	Unsecured notes and loans payable to unrelated third parties ....			24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			25
26	Total liabilities. Add lines 17 through 25.........		1,100,000	26	950,000
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............		13,415,537	27	12,931,371
28	Temporarily restricted net assets ...........			28	43,750
29	Permanently restricted net assets ...........			29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........			30
31	Paid-in or capital surplus, or land, building or equipment fund .....			31
32	Retained earnings, endowment, accumulated income, or other funds			32
33	Total net assets or fund balances ...........		13,415,537	33	12,975,121
34	Total liabilities and net assets/fund balances ........		14,515,537	34	13,925,121

Form 990 (2013)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI ..............

Total revenue (must equal Part VIII, column (A), line 12) ............

4,291,588

Total expenses (must equal Part IX, column (A), line 25) ............

4,732,004

Revenue less expenses. Subtract line 2 from line 1 ..............

-440,416

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

13,415,537

Net unrealized gains (losses) on investments ...............

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

12,975,121

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line in this Part XII .............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.

Form 990 (2013)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:	13000170
Software Version:	2013v4.0

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.
right arrow

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

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

THE MARY KAY FOUNDATION

Employer identification number

75-2653742

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

(ii) A family member of a person described in (i) above? ......................

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2013

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	4,029,918	3,176,044	4,048,474	4,378,996	4,222,682	19,856,114
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......						0
3	The value of services or facilities furnished by a governmental unit to the organization without charge..						0
4	Total. Add lines 1 through 3	4,029,918	3,176,044	4,048,474	4,378,996	4,222,682	19,856,114
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..						9,173,910
6	Public support. Subtract line 5 from line 4.						10,682,204

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
7	Amounts from line 4..	4,029,918	3,176,044	4,048,474	4,378,996	4,222,682	19,856,114
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	338,209	401,145	678,721	414,618	45,091	1,877,784
9	Net income from unrelated business activities, whether or not the business is regularly carried on..						0
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..						0
11	Total support (Add lines 7 through 10).						21,733,898

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here................................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f)) .........

49.150 %

Public support percentage for 2012 Schedule A, Part II, line 14 ...............

11.140 %

16a

33 1/3% support test—2013. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2012. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2013

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2012 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2012 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2013. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2012. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2013

Page 4

Part IV

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test
Part II, Line 17b--FACTS AND CIRCUMSTANCES TESTTHE MARY KAY FOUNDATION FOUNDED IN 1996 BY MAY KAY ASH HAS DONATED OVER $ 55,000,000 IN GRANTS FOR CANCER AFFECTING WOMEN AND ELIMINATING DOMESTIC VIOLENCE. THE FOUNDATION RECEIVES A SUBSTANTIAL AMOUNT OF ITS SUPPORT FROM CONTRIBUTORS AND FROM THE GENERAL PUBLIC. OVER THE COURSE OF ITS EXISTENCE, MEMBERS OF THE GENERAL PUBLIC HAVE DONATED ON THE AVERAGE OF NO LESS THAN 25% OF ITS FUNDS. THE FOUNDATION ALSO REGULARLY ATTRACTS NEW AND ADDITIONAL SUPPORT FROM THE GENERAL PUBLIC. IN 2013, 22,980 PERSONS CONTRIBUTED AN AVERAGE OF $ 166 DOLLARS TOWARDS THE FOUNDATION'S TWIN GOALS. THIS LARGE DONOR BASE IS POSSIBLE THROUGH THE ABILITY OF THE FOUNDATION TO REACH THE MORE THAN 600,000 INDEPENDENT BEAUTY CONSULTANTS WHO SELL MARY KAY PRODUCTS AND THEIR FAMILIES. THE FOUNDATION HAS A STRONG HISTORY OF SUPPORTING EXCELLENT ORGANIZATIONS THAT FURTHER THE GOALS OF ELIMINATING CANCERS AFFECTING WOMEN AND ENDING DOMESTIC VIOLENCE. THE FOUNDATION AWARDS GRANTS TO QUALIFIED MEDICAL SCHOOLS IN THE UNITED STATES, SHELTERS FOR VICTIMS OF DOMESTIC VIOLENCE AND CANCER CARE FOR ITS TOUCHING HEARTS PROGRAM. THE FOUNDATION MADE GRANTS TO CANCER CARE ($400,000), YWCA WOMEN'S HEALTH ($25,000), CANCER SUPPORT CENTER OF NORTH TEXAS ($25,0000) BAYLOR HEALTH CARE ($10,000), THE CONFERENCE ON CRIMES AGAINST WOMEN ($75,000). GRANTS TO MEDICAL SCHOOLS ARE IN THE AMOUNT OF $ 100,000. ALSO, THE FOUNDATION DONATES $20,000 TO 150 SHELTERS FOR VICTIMS OF DOMESTIC VIOLENCE IN EVERY STATE IN THE UNITED STATES, FOR A TOTAL CONTRIBUTION OF $3,000,000. THESE 150 GRANTS ARE MADE FOLLOWING A CAREFUL VETTING OF THE SHELTERS THAT MUST SUBMIT A DETAILED APPLICATION TO THE FOUNDATION'S BOARD. THIS LARGE NUMBER OF APPLICATIONS (USUALLY NUMBERING OVER 700), IS REVIEWED BY A CONTINGENT OF VOLUNTEERS FROM THE GENERAL PUBLIC WHO SUPPORT THE FOUNDATION AND ITS CAUSES. OVER 26,000 WOMEN AND CHILDREN HAVE BENEFITED FROM THE SHELTER GRANTS. THE CANCER CARE PROGRAM AIDS WOMEN AND MEN SUFFERING FROM CANCER WHO DO NOT HAVE THE FUNDS NECESSARY TO PAY FOR CERTAIN EXPENSES ASSOCIATED WITH THE TREATMENT REGIMEN. SINCE INCEPTION, OVER 33,000 PEOPLE HAVE BEEN SUPPORTED BY THE TOUCHING HEARTS PROGRAM. IN 2013, OVER 2,600 WERE AIDED BY FUNDS CONTRIBUTED BY THE MARY KAY FOUNDATION TO THE PROGRAM.

Facts And Circumstances Test

Part II, Line 17b--FACTS AND CIRCUMSTANCES TESTTHE MARY KAY FOUNDATION FOUNDED IN 1996 BY MAY KAY ASH HAS DONATED OVER $ 55,000,000 IN GRANTS FOR CANCER AFFECTING WOMEN AND ELIMINATING DOMESTIC VIOLENCE. THE FOUNDATION RECEIVES A SUBSTANTIAL AMOUNT OF ITS SUPPORT FROM CONTRIBUTORS AND FROM THE GENERAL PUBLIC. OVER THE COURSE OF ITS EXISTENCE, MEMBERS OF THE GENERAL PUBLIC HAVE DONATED ON THE AVERAGE OF NO LESS THAN 25% OF ITS FUNDS. THE FOUNDATION ALSO REGULARLY ATTRACTS NEW AND ADDITIONAL SUPPORT FROM THE GENERAL PUBLIC. IN 2013, 22,980 PERSONS CONTRIBUTED AN AVERAGE OF $ 166 DOLLARS TOWARDS THE FOUNDATION'S TWIN GOALS. THIS LARGE DONOR BASE IS POSSIBLE THROUGH THE ABILITY OF THE FOUNDATION TO REACH THE MORE THAN 600,000 INDEPENDENT BEAUTY CONSULTANTS WHO SELL MARY KAY PRODUCTS AND THEIR FAMILIES. THE FOUNDATION HAS A STRONG HISTORY OF SUPPORTING EXCELLENT ORGANIZATIONS THAT FURTHER THE GOALS OF ELIMINATING CANCERS AFFECTING WOMEN AND ENDING DOMESTIC VIOLENCE. THE FOUNDATION AWARDS GRANTS TO QUALIFIED MEDICAL SCHOOLS IN THE UNITED STATES, SHELTERS FOR VICTIMS OF DOMESTIC VIOLENCE AND CANCER CARE FOR ITS TOUCHING HEARTS PROGRAM. THE FOUNDATION MADE GRANTS TO CANCER CARE ($400,000), YWCA WOMEN'S HEALTH ($25,000), CANCER SUPPORT CENTER OF NORTH TEXAS ($25,0000) BAYLOR HEALTH CARE ($10,000), THE CONFERENCE ON CRIMES AGAINST WOMEN ($75,000). GRANTS TO MEDICAL SCHOOLS ARE IN THE AMOUNT OF $ 100,000. ALSO, THE FOUNDATION DONATES $20,000 TO 150 SHELTERS FOR VICTIMS OF DOMESTIC VIOLENCE IN EVERY STATE IN THE UNITED STATES, FOR A TOTAL CONTRIBUTION OF $3,000,000. THESE 150 GRANTS ARE MADE FOLLOWING A CAREFUL VETTING OF THE SHELTERS THAT MUST SUBMIT A DETAILED APPLICATION TO THE FOUNDATION'S BOARD. THIS LARGE NUMBER OF APPLICATIONS (USUALLY NUMBERING OVER 700), IS REVIEWED BY A CONTINGENT OF VOLUNTEERS FROM THE GENERAL PUBLIC WHO SUPPORT THE FOUNDATION AND ITS CAUSES. OVER 26,000 WOMEN AND CHILDREN HAVE BENEFITED FROM THE SHELTER GRANTS. THE CANCER CARE PROGRAM AIDS WOMEN AND MEN SUFFERING FROM CANCER WHO DO NOT HAVE THE FUNDS NECESSARY TO PAY FOR CERTAIN EXPENSES ASSOCIATED WITH THE TREATMENT REGIMEN. SINCE INCEPTION, OVER 33,000 PEOPLE HAVE BEEN SUPPORTED BY THE TOUCHING HEARTS PROGRAM. IN 2013, OVER 2,600 WERE AIDED BY FUNDS CONTRIBUTED BY THE MARY KAY FOUNDATION TO THE PROGRAM.

Explanation

Schedule A (Form 990 or 990-EZ) 2013

Additional Data

Software ID:	13000170
Software Version:	2013v4.0

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

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

OMB No. 1545-0047

2013

Name of the organization

THE MARY KAY FOUNDATION

Employer identification number

75-2653742

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

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

Special Rules

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

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

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

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

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

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

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

Page 2

Name of organization THE MARY KAY FOUNDATION

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTEDRESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

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

Page 3

Name of organization THE MARY KAY FOUNDATION

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

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

Page 4

Name of organization
THE MARY KAY FOUNDATION

Employer identification number

75-2653742

Part III

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

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

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

Additional Data

Software ID:	13000170
Software Version:	2013v4.0

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions. SchDMd Bullet

Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

THE MARY KAY FOUNDATION

Employer identification number

75-2653742

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2013

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............
d	Equipment ................
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......

Schedule D (Form 990) 2013

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes









Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)
2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII ..................................................

Schedule D (Form 990) 2013

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	4,697,594
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b	389,963
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d	16,043
e	Add lines 2a through 2d .....................			2e	406,006
3	Subtract line 2e from line 1.....................			3	4,291,588
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................			4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	4,291,588

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	5,138,010
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a	389,963
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d	16,043
e	Add lines 2a through 2d......................			2e	406,006
3	Subtract line 2e from line 1.....................			3	4,732,004
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................			4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	4,732,004

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
Part XI, Line 2d: Other revenue amounts included in F/S but not included on form 990	Fundraising event expenses $16043
Part XII, Line 2d: Other expenses and losses per audited F/S	Fundraising event expenses $16043

Schedule D (Form 990) 2013

Additional Data

Software ID:	13000170
Software Version:	2013v4.0

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. right arrow

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.
right arrow

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

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization
THE MARY KAY FOUNDATION

Employer identification number

75-2653742

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Form 990-EZ filers are not required to complete this part.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and email solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.

(i) Name and address of individual or entity (fundraiser)	(iii) Did fundraiser have custody or control of contributions?
	Yes	No










Total .................

List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing.

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2013

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.

		(a) Event #1 MK5K (event type)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . .	110,658	110,658
2	Less: Contributions . .	70,800	70,800
3	Gross income (line 1 minus line 2) . . .	39,858	39,858
4	Cash prizes . . .
5	Noncash prizes . .
6	Rent/facility costs . .
7	Food and beverages .
8	Entertainment . . .
9	Other direct expenses .	16,043	16,043
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........		16,043
11	Net income summary. Subtract line 10 from line 3, column (d)...........		23,815

Part III

Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (add col.(a) through col.(c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes %
	No

	Yes %
	No

	Yes %
	No

Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow

Net gaming income summary. Subtract line 7 from line 1, column (d) ......... right arrow

Enter the state(s) in which the organization operates gaming activities:

Is the organization licensed to operate gaming activities in each of these states? ............

YesNo

If "No," explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2013

Page 3

Does the organization operate gaming activities with nonmembers? .................

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ..........................

YesNo

Indicate the percentage of gaming activity operated in:

The organization's facility ......................

13a

An outside facility ........................

13b

Enter the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ......................................

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

If "Yes," enter name and address of the third party:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

Supplemental Information. Provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).

Return Reference	Explanation

Schedule G (Form 990 or 990-EZ) 2013

Additional Data

Software ID:	13000170
Software Version:	2013v4.0

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
THE MARY KAY FOUNDATION

Employer identification number
75-2653742

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(f) Method of valuation (book, FMV, appraisal, other)	(h) Purpose of grant or assistance
(1) 1736 Family Crisis Center 2116 Arlington Ave Ste 200 Los Angeles,CA90018	95-3989251	501 (c) (3)	20,000	CASH	Nature Explore Classroom
(2) A Friends House PO Box 673 London,OH43140	31-1398620	501 (c) (3)	20,000	CASH	Shelter Grant
(3) A New Leaf 868 E University Dr Mesa,AZ85203	86-0256667	501 (c) (3)	20,000	CASH	Shelter Grant
(4) A New Leaf 868 E University Dr Mesa,AZ85203	86-0256667	501 (c) (3)	30,000	CASH	Social media grant winner
(5) A Safe Place PO Box 23006 Oakland,CA94623	94-2491881	501 (c) (3)	20,000	CASH	Shelter Grant
(6) Abuse Alternatives Inc 104 Memorial Drive Bristol,TN37620	54-1101180	501 (c) (3)	20,000	CASH	Shelter Grant
(7) Abused Adult Resource Center PO Box 5003 Bismarck,ND58502	45-0363127	501 (c) (3)	20,000	CASH	Shelter Grant
(8) Advocates of Ozaukee PO Box 80166 Saukville,WI53080	39-1378449	501 (c) (3)	20,000	CASH	Shelter Grant
(9) Alliance Against Family Viole 1921 19th Street Bakersfield,CA93301	95-3604240	501 (c) (3)	20,000	CASH	Shelter Grant
(10) Alternatives for Battered Wom PO Box 39601 Rochester,NY14606	16-1099257	501 (c) (3)	20,000	CASH	Shelter Grant
(11) Ama Doo Alchini Bighan Inc PO Box 1279 Chinle,AZ86503	86-0641296	501 (c) (3)	20,000	CASH	Shelter Grant
(12) Baylor College of Medicine One Baylor Plaza Houston,TX77030	74-1613878	501 (c) (3)	50,000	CASH	Thomas Westbrook PhD Grant
(13) Baylor Health Care Sys Founda 3600 Gaston Ave Suite 100 Dallas,TX75246	75-1606705	501 (c) (3)	10,000	CASH	Celebrating Women gift of life fund
(14) Beloit Domestic Violence Surv PO Box 476 Beloit,WI53512	39-0833966	501 (c) (3)	20,000	CASH	Shelter Grant
(15) Berks Women in Crisis 255 Chestnut Street Reading,PA19602	23-2087191	501 (c) (3)	20,000	CASH	Nature explore classroom
(16) Beth Israel Deaconess 330 Brookline Ave E/BR264 Boston,MA02215	04-2103881	501 (c) (3)	50,000	CASH	Gerburg M. Wulf, PhD Grant
(17) Bhcare Inc PO Box 148 Ansonia,CT06041	22-2598799	501 (c) (3)	20,000	CASH	Shelter Grant
(18) Board of Trustees 3160 Porter Drive Suite 100 Palo Alto,CA94304	94-1156365	501 (c) (3)	50,000	CASH	Joy Y. Wu, PhD Grant
(19) Bridgeway Behavioral Health PO Box 17 Troy,MO63379	43-1150435	501 (c) (3)	20,000	CASH	Shelter Grant
(20) Brown University 164 Angell Street Box 1929 Providence,RI02912	05-0258809	501 (c) (3)	50,000	CASH	Alexander S. Brodsky, PhD Grant
(21) Cancer Care Inc 275 Seventh Ave New York,NY10001	13-1825919	501 (c) (3)	400,000	CASH	Cancer Research
(22) Cancer Support Comm N TX 2710 Oak Lawn Ave Dallas,TX75219	75-2633654	501 (c) (3)	25,000	CASH	Cancer Research
(23) CAP Services Inc 5499 Highway 10 East Stevens Point,WI54482	39-1080897	501 (c) (3)	20,000	CASH	Shelter Grant
(24) Caring House 1305 S Prospect Avenue Iron Mountain,MI49801	38-2471981	501 (c) (3)	20,000	CASH	Shelter Grant
(25) Case Western Reserve Univ 10900 Euclid Ave Cleveland,OH44106	34-1018992	501 (c) (3)	50,000	CASH	Analis DiFeo Grant
(26) Catalyst Domestic Violence Se PO Box 4184 Chico,CA95927	94-2587378	501 (c) (3)	20,000	CASH	Shelter Grant
(27) Catholic Charities of the 924 G Street NW Washington,DC20001	53-0196524	501 (c) (3)	20,000	CASH	Shelter Grant
(28) Catholic Charities Providence PO Box 414 Whiting,NJ08759	21-0634494	501 (c) (3)	20,000	CASH	Shelter Grant
(29) Catholic Charities Inc 200 N Congress St Suite 100 Jackson,MS39201	64-0466850	501 (c) (3)	20,000	CASH	Shelter Grant
(30) Center against Rape & Domesti PO Box 914 Corvallis,OR97339	93-0792125	501 (c) (3)	20,000	CASH	Shelter Grant
(31) Center For NonViolent Communi 19043-B Standard Rd Sonora,CA95370	77-0447369	501 (c) (3)	20,000	CASH	Shelter Grant
(32) Centers Against Abuse & Sexua PO Box 996 Spencer,IA51301	42-1237465	501 (c) (3)	20,000	CASH	Shelter Grant
(33) CHILD Inc 507 Philadelphia Pike Wilmington,DE19809	51-0101188	501 (c) (3)	20,000	CASH	Shelter Grant
(34) Christian Appalachian Project 6550 South KY Rd 321 Hagerville,KY41222	61-0661137	501 (c) (3)	20,000	CASH	Shelter Grant
(35) Christian County Family Crisi PO Box 1276 Ozark,MO65721	43-1928995	501 (c) (3)	20,000	CASH	Shelter Grant
(36) City of Hope 1055 Wilshire Blvd Los Angeles,CA90170	95-3435919	501 (c) (3)	50,000	CASH	David K.Ann PhD Grant
(37) City of Hope 1055 Wilshire Blvd Los Angeles,CA90170	95-3435919	501 (c) (3)	50,000	CASH	Jacob Berlin Grant
(38) Citzens against Phy & Sexual PO Box 3617 Logan,UT84321	87-0413330	501 (c) (3)	20,000	CASH	Shelter Grant
(39) Columbus Regional Shelter PO Box 103 Columbus,IN47202	31-0993447	501 (c) (3)	20,000	CASH	Shelter Grant
(40) Communication Action Program 601 South Queen Street Lancaster,PA17608	23-1667311	501 (c) (3)	20,000	CASH	Shelter Grant
(41) Cordova Family Resource Cente PO Box 863 Cordova,AK99574	92-0146388	501 (c) (3)	20,000	CASH	Shelter Grant
(42) Cornerstone Advocacy Service 100 East 80th Street Bloomington,MN55420	41-1476268	501 (c) (3)	20,000	CASH	Shelter Grant
(43) Crisis Center & Womens Shelt PO Box 446 Ottumwa,IA52501	42-1115481	501 (c) (3)	20,000	CASH	Shelter Grant
(44) Crisis Intervention Center 5603 S 14th St Fort Smith,AR72901	71-0246064	501 (c) (3)	20,000	CASH	Shelter Grant
(45) Crisis Service of N Alabama PO Box 368 Huntsville,AL35804	63-0841545	501 (c) (3)	20,000	CASH	Shelter Grant
(46) Crossroads Safehouse PO Box 993 Fort Collins,CO80522	84-0786145	501 (c) (3)	20,000	CASH	Shelter Grant
(47) Dana-Farber Cancer Center 450 Brookline Ave Boston,MA02115	04-2263040	501 (c) (3)	50,000	CASH	Dipanjan Chowdhury, PhD Grant
(48) Dana-Farber Cancer Institute 450 Brookline Ave Boston,MA02115	04-2263040	501 (c) (3)	50,000	CASH	William Hahn Grant
(49) Dom Vio Center of Santa Clari PO Box 220037 Newhall,CA91322	68-0017331	501 (c) (3)	20,000	CASH	Shelter Grant
(50) Domestic Abuse & Sexual Assau PO Box 88 Washington,NJ07882	22-2357790	501 (c) (3)	20,000	CASH	Shelter Grant
(51) Domestic Abuse Shelter Inc PO Box 522697 Marathon Shores,FL33052	59-2153608	501 (c) (3)	20,000	CASH	Shelter Grant
(52) Domestic Violence Interventio 4300 S Harvard Avenue Tulsa,OK74135	73-1028332	501 (c) (3)	20,000	CASH	Shelter Grant
(53) Domestic Violence Program Inc PO Box 2652 Murfreesboro,TN37133	62-1303874	501 (c) (3)	20,000	CASH	Shelter Grant
(54) Domestic Violence Project In PO Box 9459 Canton,OH44711	34-1263226	501 (c) (3)	20,000	CASH	Shelter Grant
(55) DVRC of Saratoga Inc 480 Broadway LL20 Saratoga Spring,NY12866	14-1644567	501 (c) (3)	20,000	CASH	Shelter Grant
(56) Elizabeth Buffum Chace Center PO Box 9476 Warwick,RI02889	05-0384053	501 (c) (3)	20,000	CASH	Shelter Grant
(57) Emmaus House 829 San Benito St Hollister,CA95023	77-0407292	501 (c) (3)	20,000	CASH	Shelter Grant
(58) Faith House Inc PO Box 93145 Lafayette,LA93145	72-0910067	501 (c) (3)	20,000	CASH	Shelter Grant
(59) Fam Crisis Resource Center 146 Bedford St Cumberland,MD21502	52-1185952	501 (c) (3)	20,000	CASH	Shelter Grant
(60) Fam Supp Council of Douglas C 1255 Waterloo Lane Suite A Gardenerville,NV89706	88-0181824	501 (c) (3)	20,000	CASH	Shelter Grant
(61) Fam&Child Srvcs of Niagara 1522 Main Street Niagara Falls,NY14305	16-6052152	501 (c) (3)	20,000	CASH	Shelter Grant
(62) Family Assistance Program 15075 7th Street Victorville,CA92395	33-0107971	501 (c) (3)	20,000	CASH	Shelter Grant
(63) Family Renewal Shelter 6832 Pacific Avenue Tacoma,WA98408	91-1347741	501 (c) (3)	20,000	CASH	Shelter Grant
(64) Favor House of NorthWest FL 2001 W Blount St Pensacola,FL32501	59-2075120	501 (c) (3)	20,000	CASH	Shelter Grant
(65) Freedom House 440 Elm Place Princeton,IL61356	36-3596722	501 (c) (3)	20,000	CASH	Shelter Grant
(66) Grammys House Artesia PO Box 654 Artesia,NM88211	85-0419014	501 (c) (3)	20,000	CASH	Shelter Grant
(67) Haven of lake&Sumter Counties PO Box 492335 Leesburg,FL34749	59-1258427	501 (c) (3)	20,000	CASH	Shelter Grant
(68) Hays-Caldwell Womens Center PO Box 234 San Marcos,TX78667	74-2020505	501 (c) (3)	20,000	CASH	Shelter Grant
(69) Help-in-crisis Inc 205 N College Tahlequah,OK74464	73-1125382	501 (c) (3)	20,000	CASH	Shelter Grant
(70) Helpmate Inc PO Box 2263 Ashville,NC28802	56-1276293	501 (c) (3)	20,000	CASH	Shelter Grant
(71) Hillsdale County Task Force PO Box 231 Hillsdale,MI49242	38-2281717	501 (c) (3)	20,000	CASH	Shelter Grant
(72) Hilltop Comm Resorces Latimer 1331 Hermosa Ave Grand Junction,CO81506	74-2321009	501 (c) (3)	20,000	CASH	Shelter Grant
(73) Hogar Nueva Mujer Santa Maria PO Box 370927 Cayey,PR00737	66-0470812	501 (c) (3)	20,000	CASH	Shelter Grant
(74) Hope & Justice Project Inc 754 Main Street Presque Isle,ME04769	01-0364852	501 (c) (3)	20,000	CASH	Shelter Grant
(75) Hope Alliance 1011 Gattis School Rd suite Round Rock,TX78664	74-2277114	501 (c) (3)	20,000	CASH	Shelter Grant
(76) Hope Haven of Cass County PO Box 752 Harrisonville,MO64701	43-1596092	501 (c) (3)	20,000	CASH	Shelter Grant
(77) Hope of East Central Illinois PO Box 732 Charleston,IL61920	37-1102482	501 (c) (3)	20,000	CASH	Shelter Grant
(78) Indiana University 980 Indiana Ave Indianapolis,ID46202	35-6001673	501 (c) (3)	50,000	CASH	John J Turchi PhD Grant
(79) Interval House Inc PO Box 340207 Hartford,CT06134	06-0960005	501 (c) (3)	20,000	CASH	Shelter Grant
(80) Janelle Grum Family Crisis Ce PO Box 510 Lufkin,TX75902	75-1694437	501 (c) (3)	20,000	CASH	Shelter Grant
(81) John Hopkins University 733 N Broadway Suite 117 Baltimore,MD21205	52-0595110	501 (c) (3)	50,000	CASH	Andrew J. Ewald, PhD grant
(82) Kendall County Womens Shelter PO Box 1087 Boerne,TX78006	20-2952146	501 (c) (3)	20,000	CASH	Shelter Grant
(83) LACASA 2895 W Grand River Ave Howell,MI48843	38-2370824	501 (c) (3)	20,000	CASH	Shelter Grant
(84) Lake Family Resource Center 5350 Main St Kelseyville,CA95451	68-0353914	501 (c) (3)	20,000	CASH	Shelter Grant
(85) Laurens County Safe Home PO Box 744 Clinton,SC29325	57-0815938	501 (c) (3)	20,000	CASH	Shelter Grant
(86) Lawrence County Dom Violence PO Box 3110 Ironton,OH45638	31-1268346	501 (c) (3)	20,000	CASH	Shelter Grant
(87) Liberal Area Rape Crisis 909 N Clay Liberal,KS67901	48-0934788	501 (c) (3)	20,000	CASH	Shelter Grant
(88) Liberty Resources Inc 218 Liberty Street Oneida,NY13421	16-1129675	501 (c) (3)	20,000	CASH	Shelter Grant
(89) Lydias House PO Box 2722 St Louis,MO63116	43-1699278	501 (c) (3)	20,000	CASH	Shelter Grant
(90) MARYS House PO Box 1324 Pickens,SC29671	56-2396016	501 (c) (3)	20,000	CASH	Shelter Grant
(91) MissouriShores Dom Vio Center PO Box 398 Pierre,SD57501	46-0352133	501 (c) (3)	20,000	CASH	Shelter Grant
(92) Mutual Ground Inc 418 Oak Avenue Aurora,IL60506	36-2926800	501 (c) (3)	20,000	CASH	Shelter Grant
(93) National Ovarian Cancer Coali 2501 Oak Lawn Ave Ste 430 Dallas,TX75219	65-0628064	501 (c) (3)	15,000	CASH	Faces of Hope
(94) Neopolitan Lighthouse 864 N Christiana Avenue Chicago,IL60651	36-3309888	501 (c) (3)	20,000	CASH	Shelter Grant
(95) New Beginnings PO Box 6223 Laconia,NH03247	22-3106689	501 (c) (3)	20,000	CASH	Shelter Grant
(96) New Beginnings Center Inc 218 North Tenth Street Garland,TX75040	75-1884025	501 (c) (3)	20,000	CASH	Shelter Grant
(97) New Horizons Crisis Center 145 East 100 North Richfield,UT84701	87-0459593	501 (c) (3)	20,000	CASH	Shelter Grant
(98) Next Door Sol to Domestic Vio 234 East Gish Road 200 San Jose,CA95112	94-2420708	501 (c) (3)	20,000	CASH	Shelter Grant
(99) Noah Project Inc 5802 Texas Avenue Abiline,TX79605	75-1704926	501 (c) (3)	20,000	CASH	Shelter Grant
(100) North Channel Coalition PO Box 447 Channelview,TX77530	76-0554939	501 (c) (3)	20,000	CASH	Shelter Grant
(101) Northland Family Help Center 2532 N 4th St 506 Flagstaff,AZ86004	86-0351566	501 (c) (3)	20,000	CASH	Shelter Grant
(102) NY Asian Womens Center 32 Broadway 10th Floor New York,NY10004	13-3286250	501 (c) (3)	20,000	CASH	Shelter Grant
(103) Odessa Rape Crisis Center 4526 East University Ave Bld Odessa,TX79763	75-1767204	501 (c) (3)	20,000	CASH	Shelter Grant
(104) Onslow Womens Center Inc PO Box 1622 Jacksonville,NC28541	56-1412183	501 (c) (3)	20,000	CASH	Shelter Grant
(105) Peaceful paths Inc 2100 NW 53rd Ave A Gainesville,FL32653	59-1809014	501 (c) (3)	20,000	CASH	Shelter Grant
(106) Penelope House Family Violenc PO Box 9127 Mobile,AL36691	63-0763198	501 (c) (3)	20,000	CASH	Shelter Grant
(107) Pike County Partnership PO Box 487 Waverly,OH45690	31-1438441	501 (c) (3)	20,000	CASH	Shelter Grant
(108) Prisoner & Community Together 35 Public Square Salem,IN47167	23-7351004	501 (c) (3)	20,000	CASH	Shelter Grant
(109) Quincy Area Network Against 2707 Maine St Quincy,IL62301	37-1097200	501 (c) (3)	20,000	CASH	Shelter Grant
(110) Reach of Cherokee County Inc PO Box 977 Murphy,NC28906	56-1332817	501 (c) (3)	20,000	CASH	Shelter Grant
(111) Refuge House Inc PO Box 20910 Tallahassee,FL32316	59-1869324	501 (c) (3)	20,000	CASH	Shelter Grant
(112) Religious Community Srvs Inc 300 South Dencan Avenue Suit Clearwater,FL33755	59-1309186	501 (c) (3)	20,000	CASH	Shelter Grant
(113) ROSE Advocates Inc PO Box 527 Weiser,ID83672	82-0425102	501 (c) (3)	20,000	CASH	Shelter Grant
(114) S Middlesex Opportunity Counc 300 Howard Street Framingham,MA01702	04-2384264	501 (c) (3)	20,000	CASH	Shelter Grant
(115) Safe Homes of Augusta Inc PO Box 3187 Augusta,GA30914	58-1708717	501 (c) (3)	20,000	CASH	Shelter Grant
(116) Safe Homes of Orange County PO Box 649 Newburgh,NY12551	14-1679391	501 (c) (3)	20,000	CASH	Shelter Grant
(117) Safe Journey PO Box 208 Union City,PA16438	25-1426587	501 (c) (3)	20,000	CASH	Shelter Grant
(118) Safehouse Services Inc PO Box 1885 Cheyenne,WY82003	83-0248530	501 (c) (3)	20,000	CASH	Shelter Grant
(119) Safenet Domestic Violence Saf 1702 French Street Erie,PA16501	25-1269524	501 (c) (3)	20,000	CASH	Shelter Grant
(120) SafeSpace Inc 636 Middle Creek Road Sevierville,TN27862	58-1537647	501 (c) (3)	20,000	CASH	Shelter Grant
(121) Safety Shelter of St Johns 1375 Arapaho Ave St Augustine,FL32084	59-3023497	501 (c) (3)	20,000	CASH	Shelter Grant
(122) Salvare Inc PO Box 6179 Spring Hill,FL34611	59-3188546	501 (c) (3)	20,000	CASH	Shelter Grant
(123) Salvation Army Brevard Count PO Box 940 Cocoa,FL32923	58-0660607	501 (c) (3)	20,000	CASH	Shelter Grant
(124) Sandhills Crisis Intervention PO Box 22 Ogallala,NE69153	36-3545903	501 (c) (3)	20,000	CASH	Shelter Grant
(125) SHARE House Inc PO Box 723 Douglasville,GA30133	58-1911431	501 (c) (3)	20,000	CASH	Shelter Grant
(126) Shelter & Assist in Family Em PO Box 985 Tupelo,MS38802	64-0642220	501 (c) (3)	20,000	CASH	Shelter Grant
(127) Shelter From The Storm Inc 73555 Alessandro Drive Palm Desert,CA92260	33-0293124	501 (c) (3)	20,000	CASH	Shelter Grant
(128) Shelter From the Storm PO Box 173 La Grande,OR97850	93-0799344	501 (c) (3)	20,000	CASH	Shelter Grant
(129) Shelter Inc PO Box 797 Alpena,MI49707	38-2245793	501 (c) (3)	20,000	CASH	Shelter Grant
(130) Sojourner Project Inc PO Box 272 Hopkins,MN55343	41-1363580	501 (c) (3)	20,000	CASH	Shelter Grant
(131) St Jude House Inc 12490 Marshall Street Crown Point,IN46307	35-1905782	501 (c) (3)	20,000	CASH	Shelter Grant
(132) Susquehanna Valley Women in PO Box 170 Lewisburg,PA17837	23-2089699	501 (c) (3)	20,000	CASH	Shelter Grant
(133) SWIC PO Box 96 Pottsville,PA17901	23-2331195	501 (c) (3)	20,000	CASH	Shelter Grant
(134) The Center for Women And PO Box 2048 Louisville,KY40201	61-0444846	501 (c) (3)	20,000	CASH	Shelter Grant
(135) The House of Ruth Maryland 2201 Argonne Drive Baltimore,MD21218	52-1100236	501 (c) (3)	20,000	CASH	Shelter Grant
(136) The Laurel Ctr Intervention PO Box 14 Winchester,VA22604	54-1262535	501 (c) (3)	20,000	CASH	Shelter Grant
(137) The Providence House 814 Cotton Street Shreveport,LA71101	72-1205164	501 (c) (3)	20,000	CASH	Shelter Grant
(138) The Retreat Inc 877 E Main St Riverhead,NY11901	11-2862256	501 (c) (3)	20,000	CASH	Shelter Grant
(139) The Rutland County Womens PO Box 323 Rutland,VT05702	03-0280469	501 (c) (3)	20,000	CASH	Shelter Grant
(140) The Sexual AssaultSpouse abu PO Box 1207 Bel Air,MD21014	52-1224705	501 (c) (3)	20,000	CASH	Shelter Grant
(141) The Shade tree Inc PO Box 669 Las Vegas,NV89125	88-0253276	501 (c) (3)	20,000	CASH	Shelter Grant
(142) The Shade Tree Inc PO Box 669 Las Vegas,NV89125	88-0253276	501 (c) (3)	20,000	CASH	Nature Explore Classroom
(143) The Univ of Michigan 3003 S State St Room 1032 Ann Arbor,MI48109	38-6006309	501 (c) (3)	50,000	CASH	Kathleen Cho, MD Grant
(144) Tifton Judicial Circuit Shelt PO Box 2727 Tifton,GA31793	01-0662680	501 (c) (3)	20,000	CASH	Shelter Grant
(145) Tri County Center 104 1/2 North Marietta St St Clairsville,OH43950	34-1331238	501 (c) (3)	20,000	CASH	Shelter Grant
(146) Trustees of Boston Univ BUMC 85 E Newton Boston,MA02118	04-2103547	501 (c) (3)	50,000	CASH	David Sherr Grant
(147) Turning Point of South Arkans 900 E 1st El Dorado,AR71730	71-0609660	501 (c) (3)	20,000	CASH	Shelter Grant
(148) Turning Point Inc PO Box 723 Woodstock,IL60098	36-3162960	501 (c) (3)	20,000	CASH	Shelter Grant
(149) Turning Point Inc PO Box 952 Monroe,NC28111	58-1698701	501 (c) (3)	20,000	CASH	Shelter Grant
(150) UC San Diego 9500 Gilman Drive 0934 La Jolla,CA92093	95-6006144	501 (c) (3)	50,000	CASH	Michael G Rosenfeld, MD Grant
(151) Unitarian Universalist Urban 10 Putnam Street Roxbury,MA01229	04-2105897	501 (c) (3)	20,000	CASH	Shelter Grant
(152) Univ of Kansas Medical Cente PO Box 928 Lawrence,KS66044	48-0547734	501 (c) (3)	50,000	CASH	Andrew K Godwin Grant
(153) Univ of NCChapel Hill 104 Airport Drive Suite 200 C Chapel Hill,NC27599	56-6001393	501 (c) (3)	50,000	CASH	Liza Makowski, PhD Grant
(154) Univ of Wisconsin-Madison 21 N Park Street Suite 6401 Madison,WI53715	39-6006492	501 (c) (3)	50,000	CASH	Mark E. Burkard grant
(155) University of Iowa 100 Gilmore Trail Iowa City,IA52242	42-6004813	501 (c) (3)	50,000	CASH	Paloma Hoban Giangrande Grant
(156) University of Washington 4333 Brooklyn Ave NE Box 359 Seattle,WA98195	91-6001537	501 (c) (3)	50,000	CASH	Elizabeth Swisher, MD Grant
(157) University of Wisconsin 21 N Park Street Suite 6401 Madison,WI53715	39-6006492	501 (c) (3)	50,000	CASH	Kevin R. Kozak MD, PhD Grant
(158) UT Southwestern Medical Cente 5323 Harry Hines Dallas,TX75390	74-6000020	501 (c) (3)	50,000	CASH	Rolf A Brekken, PhD Grant
(159) UT Southwestern Medical Cente 5323 Harry Hines Dallas,TX75390	74-6000203	501 (c) (3)	50,000	CASH	Gray W Pearson Grant
(160) Victim Outreach Intervention 111 S Cliff St Suite 1a Butler,PA16001	25-1364362	501 (c) (3)	20,000	CASH	Shelter Grant
(161) Violence Free Crisis Line Inc PO Box 1401 Kalispell,MT59903	81-0361221	501 (c) (3)	20,000	CASH	Shelter Grant
(162) Walden Sierra Inc 30007 Business Center Drive Charlotte Hall,MD20622	52-1267498	501 (c) (3)	20,000	CASH	Shelter Grant
(163) Washington Univ School of Me 660 South Euclid Ave St Louis,MO63110	43-0653611	501 (c) (3)	50,000	CASH	Barry Sleckman, MD, PhD Grant
(164) Willow Dom Violence Shelter 1920 Moodie Road Lawrence,KS66044	48-0853356	501 (c) (3)	20,000	CASH	Shelter Grant
(165) Wintergarden Womens Shelter 201 N 5th St Carrizo Springs,TX78834	74-2729862	501 (c) (3)	20,000	CASH	Shelter Grant
(166) Wise County Domestic Violence PO Box 569 Decatur,TX76234	75-2736312	501 (c) (3)	20,000	CASH	Shelter Grant
(167) WISE Inc PO Box 1249 Big Rapids,MI49307	38-2536680	501 (c) (3)	20,000	CASH	Shelter Grant
(168) WomanHaven Inc PO Box 2219 El Centro,CA92244	95-3220740	501 (c) (3)	20,000	CASH	Shelter Grant
(169) WomanshelterCompaneras PO Box 1099 Holyoke,MA01041	04-2716766	501 (c) (3)	20,000	CASH	Shelter Grant
(170) Women Aware Inc 25- Livingston Avenue New Brunswick,NJ08901	22-2374378	501 (c) (3)	20,000	CASH	Shelter Grant
(171) Womencare Shelter 4120 Meridian Street 220 Bellingham,WA98226	91-1081685	501 (c) (3)	20,000	CASH	Shelter Grant
(172) Womens Resource Center to End PO Box 171 Decatur,GA30031	58-1698233	501 (c) (3)	20,000	CASH	Shelter Grant
(173) Womens Shelter Inc PO Box 457 Rochester,MN55903	41-1316614	501 (c) (3)	20,000	CASH	Shelter Grant
(174) Young Womens Christian Asso 1100 Chapline Street Wheeling,WV26003	55-0357063	501 (c) (3)	20,000	CASH	Shelter Grant
(175) YWCA EvanstonNorth Shore 1215 Church Street Evanston,IL60201	36-2193618	501 (c) (3)	20,000	CASH	Shelter Grant
(176) YWCA of Central Virginia 626 Church Street Lynchburg,VA24504	54-0506490	501 (c) (3)	20,000	CASH	Shelter Grant
(177) YWCA of Kauai 3094 Elua Street Lihue,HI96766	99-0073504	501 (c) (3)	20,000	CASH	Shelter Grant
(178) YWCA of Metropolitan Dallas 4144 N Central Expy 580 Dallas,TX75204	75-0800699	501 (c) (3)	25,000	CASH	YW's Women's Health Program
(179) YWCA of Niagara Inc 32 Cottage Street Lockport,NY14094	16-0743245	501 (c) (3)	20,000	CASH	Shelter Grant
(180) YWCA of Northwestern Ohio 1018 Jefferson Ave Toledo,OH43604	34-4428265	501 (c) (3)	20,000	CASH	Shelter Grant
(181) YWCA of Sweetwater County PO Box 1667 Rock Springs,WY82902	83-0231698	501 (c) (3)	20,000	CASH	Shelter Grant
(182) YWCA Yakima 818 W Yakima Ave Yakima,WA98902	91-0565563	501 (c) (3)	20,000	CASH	Shelter Grant

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

182

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2013

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation

Schedule I (Form 990) 2013

Additional Data

Software ID:	13000170
Software Version:	2013v4.0

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

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

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

THE MARY KAY FOUNDATION

Employer identification number

75-2653742

Return Reference	Explanation
Form 990, Part VI, Line 11b: Form 990 Review Process	PLEASE KNOW THAT ALL BOARD MEMBERS OF THE MARY KAY FOUNDATION WILL BE PROVIDED A COPY OF THE 990 TAX RETURN FOR THE FISCAL YEAR 2013. THEY WILL RECEIVE A COPY OF THE RETURN PRIOR TO ITS FILING WITH THE INTERNAL REVENUE SERVICE BUT THE REVIEW WILL BE UNDERTAKEN BY THE MEMBERS OF THE AUDIT COMMITTEE AND THE INVESTMENT COMMITTEE OF THE FOUNDATION.
Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts	THE ORGANIZATION REQUESTS ANNUALLY MEMBERS TO SIGN A CONFLICT OF INTEREST POLICY.
Form 990, Part VI, Line 19: Other Organization Documents Publicly Available	WE MAKE THESE DOCUMENTS AVAILABLE UPON REQUEST.
Amended Explanation	Amending the return due to In-kind donations.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2013

Additional Data

Software ID:	13000170
Software Version:	2013v4.0

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

THE MARY KAY FOUNDATION

Employer identification number

75-2653742

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2013

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No
(1) MARY KAY INC 16251 Dalls Pkwy Addison,TX75001 75-1151701	Direct Sales	TX	NA	C Corp				No

Schedule R (Form 990) 2013

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) MARY KAY INC	m	63,398	FMV
(2) MARY KAY INC	n	22,381	FMV
(3) MARY KAY INC	o	304,184	FMV

Schedule R (Form 990) 2013

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V?UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V?UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2013

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2013

Additional Data

Software ID:	13000170
Software Version:	2013v4.0