Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2014
Open to Public Inspection
For calendar year 2014, or tax year beginning 2014, and ending , 20
Name of foundation
HALLIBURTON FOUNDATION INC
 
% TIM MCKEON
Number and street (or P.O. box number if mail is not delivered to street address)3000 N SAM HOUSTON PARKWAY E   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
HOUSTON, TX77032
A Employer identification number

75-1212458
B Telephone number (see instructions)

(713) 839-4818
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$21,149,215J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach
schedule).............. 1,500,000
2 Check bullet
Sch. B ...............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 164,794 164,794  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 6,756,885
b Gross sales price for all assets on line 6a 22,262,531
7 Capital gain net income (from Part IV, line 2)... 6,756,885
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 8,421,679 6,921,679  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0      
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule).......        
c Other professional fees (attach schedule).... Click to see attachment 10,851 10,851    
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 29,924 29,924    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 7,500      
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 48,275 40,775   0
25 Contributions, gifts, grants paid........ 3,941,093 3,941,093
26 Total expenses and disbursements. Add lines 24 and 25 3,989,368 40,775   3,941,093
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 4,432,311
b Net investment income (if negative, enter -0-) 6,880,904
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2014)
Form 990-PF (2014)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............... 156,434    
2 Savings and temporary cash investments..........      
3 Accounts receivable bullet500,000
Less: allowance for doubtful accounts bullet     500,000 500,000
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........      
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 15,806,165 Click to see attachment20,066,900 20,649,215
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 15,962,599 20,566,900 21,149,215
Liabilities 17 Accounts payable and accrued expenses..........   141,314
18 Grants payable..................   30,676
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)..........   171,990
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted...................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 10,913,764 10,913,764
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds 5,048,835 9,481,146
30 Total net assets or fund balances (see instructions)...... 15,962,599 20,394,910
31 Total liabilities and net assets/fund balances (see instructions).. 15,962,599 20,566,900
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 15,962,599
2 Enter amount from Part I, line 27a..................... 2 4,432,311
3 Other increases not included in line 2 (itemize) bullet 3  
4 Add lines 1, 2, and 3.......................... 4 20,394,910
5 Decreases not included in line 2 (itemize) bullet 5  
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 20,394,910
Form 990-PF (2014)
Form 990-PF (2014)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a STIF-TYPE INSTRUMENT      
b MUTUAL FUNDS-ST      
c MUTUAL FUNDS-LT      
d
e
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 3,701,122   3,701,122  
b 1,105,124   1,083,753 21,371
c 17,456,285   10,720,771 6,735,514
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a        
b       21,371
c       6,735,514
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 6,756,885
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2013 3,251,242 20,485,806 0.158707
2012 2,660,372 18,160,802 0.14649
2011 2,527,722 16,083,783 0.15716
2010 1,977,409 13,570,436 0.145714
2009 1,855,046 10,718,396 0.173071
2 Total of line 1, column (d) ...................... 2 0.781142
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.156228
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 20,213,314
5 Multiply line 4 by line 3....................... 5 3,157,886
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 68,809
7 Add lines 5 and 6......................... 7 3,226,695
8 Enter qualifying distributions from Part XII, line 4.............. 8 3,941,093
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2014)
Form 990-PF (2014)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 68,809
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2........................... 3 68,809
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 68,809
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 25,090
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 25,090
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8 543
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 44,262
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet   RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? Click to see list of attachments....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changesClick to see list of attachments....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.Click to see list of attachments
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletTX
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbullet  
    14
    The books are in care ofbulletTIM MCKEON Telephone no.bullet (281) 575-3674
    Located atbullet3000 N SAM HOUSTON PARKWAY EHOUSTONTX ZIP+4bullet77032
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2014, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2014?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2014, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2014?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
    No
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?........................
    b
    If "Yes," did it have excess business holdings in 2014 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2014.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2014?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)..................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.......................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    D J LESAR TRUSTEE
    0.1     		0 0 0
    3000 N SAM HOUSTON PKWY E
    HOUSTON,TX77032
    LAWRENCE POPE TRUSTEE
    0.1     		0 0 0
    3000 N SAM HOUSTON PKWY E
    HOUSTON,TX77032
    BRINDA MAXWELL ADMINISTRATOR
    0.1     		0 0 0
    10200 BELLAIRE BLVD
    HOUSTON,TX77072
    TIM MCKEON TREASURER
    0.1     		0 0 0
    3000 N SAM HOUSTON PKWY E
    HOUSTON,TX77032
    JEFF MILLER TRUSTEE
    0.1     		0 0 0
    3000 N SAM HOUSTON PKWY E
    HOUSTON,TX77032
    CINDY PATMAN VP AND SECRETARY
    0.1     		0 0 0
    3000 N SAM HOUSTON PKWY E
    HOUSTON,TX77032
    ROBB VOYLES TRUSTEE
    0.1     		0 0 0
    3000 N SAM HOUSTON PKWY E
    HOUSTON,TX77032
    ROBERT HAYTER COUNSEL
    0.1     		0 0 0
    3000 N SAM HOUSTON PKWY E
    HOUSTON,TX77032
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
     
    Total number of other employees paid over $50,000...................bullet  
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
     
    Total number of others receiving over $50,000 for professional services.............bullet  
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 8
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet  
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    20,108,088
    b
    Average of monthly cash balances.......................
    1b
    413,043
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    20,521,131
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    20,521,131
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    307,817
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    20,213,314
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    1,010,666
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    1,010,666
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    68,809
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    68,809
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    941,857
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    941,857
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    941,857
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    3,941,093
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
    0
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
    0
    b
    Cash distribution test (attach the required schedule) .................
    3b
    0
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    3,941,093
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
    68,809
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    3,872,284
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2013     		(c)
    2013     		(d)
    2014
    1 Distributable amount for 2014 from Part XI, line 7 941,857
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 0
    b Total for prior years:2012, 2011, 2010  
    3 Excess distributions carryover, if any, to 2014:
    a From 2009....... 1,855,046
    b From 2010....... 1,977,409
    c From 2011....... 2,527,722
    d From 2012....... 2,660,372
    e From 2013....... 2,236,782
    fTotal of lines 3a through e......... 11,257,331
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 3,941,093
    a Applied to 2013, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		 
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		 
    d Applied to 2014 distributable amount..... 941,857
    e Remaining amount distributed out of corpus 2,999,236
    5 Excess distributions carryover applied to 2014.    
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 14,256,567
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		 
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		 
    e Undistributed income for 2013. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2014. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		 
    8Excess distributions carryover from 2009 not
    applied on line 5 or line 7 (see instructions) ...     		1,855,046
    9Excess distributions carryover to 2015.
    Subtract lines 7 and 8 from line 6a ......     		12,401,521
    10 Analysis of line 9:
    a Excess from 2010.... 1,977,409
    b Excess from 2011.... 2,527,722
    c Excess from 2012.... 2,660,372
    d Excess from 2013.... 2,236,782
    e Excess from 2014.... 2,999,236
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2014, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2014 (b) 2013 (c) 2012 (d) 2011
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    NONE
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    NONE
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    BRINDA MAXWELL
    10200 BELLAIRE BLVD
    HOUSTON,TX77072
    (281) 575-3558
    bThe form in which applications should be submitted and information and materials they should include:
    APPLICATION SHOULD BE MADE BY LETTER AND INCLUDE THE AMOUNT AND USE.
    cAny submission deadlines:
    NO DEADLINE. APPLICANTS ARE NOTIFIED OF APPROVAL OR DECLINE IN 3 MONTHS.
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    SEE ATTACHED STATEMENT.
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    AMERICAN UNIVERSITY IN CAIRO
    420 FIFTH AVE 3RD FLOOR
    NEW YORK,NY10018     		    EDUCATION 112,500
    ARCHDIOCESE OF GALVESTON-HOUSTON
    2403 HOLCOMBE BLVD
    HOUSTON,TX77021     		    EDUCATION 1,125
    AWTY INTERNATIONAL SCHOOL
    7455 AWTY SCHOOL LN
    HOUSTON,TX77055     		    EDUCATION 1,125
    BARBARA BUSH ELEMENTARY
    13800 WESTERLOCH DR
    HOUSTON,TX77077     		    EDUCATION 563
    BAYLOR UNIVERSITY
    PO BOX 97050
    WACO,TX767987050     		    EDUCATION 50,900
    BELOIT COLLEGE
    700 COLLEGE ST
    BELOIT,WI53511     		    EDUCATION 11,925
    BOONE-APACHE PUBLIC SCHOOLS
    102 POHLEMAN DR
    APACHE,OK73006     		    EDUCATION 1,000
    BRAY-DOYLE PUBLIC SCHOOLS
    1205 S BROOKS RD
    MARLOW,OK73055     		    EDUCATION 1,563
    BRIARWOOD SCHOOL
    12207 WHITTINGTON DRIVE
    HOUSTON,TX77077     		    EDUCATION 1,125
    CALIF ST POLY UNIV-POMONA
    3801 W TEMPLE AVE BLDG 1 211
    POMONA,CA91768     		    EDUCATION 1,125
    CALIFORNIA INSTITUTE OF TECHNOLOGY
    1200 E CALIFORNIA BLVD M/S 5-32
    PASADENA,CA91125     		    EDUCATION 2,813
    CARNEGIE LIBRARY OF PITTSBURGH
    4400 FORBES AVE
    PITTSBURGH,PA152134007     		    EDUCATION 112,500
    CENTRAL METHODIST COLLEGE
    411 CMC SQUARE
    FAYETTE,MO65248     		    EDUCATION 1,063
    CHANDLER PUBLIC SCHOOL
    901 S CHS ST
    CHANDLER,OK74834     		    EDUCATION 450
    COLORADO SCHOOL OF MINES FDN
    PO BOX 4005
    GOLDEN,CO80401     		    EDUCATION 291,563
    COLORADO STATE UNIVERSITY
    410 UNIVERSITY SERVICES CENTER
    FORT COLLINS,CO805237116     		    EDUCATION 30,000
    CORNELL COLLEGE
    600 FIRST ST SW
    MOUNT VERNON,IA52314     		    EDUCATION 33,750
    CORNERSTONE CHRISTIAN ACADEMY
    2140 FIRST COLONY BLVD
    SUGAR LAND,TX77479     		    EDUCATION 225
    COVENANT CHRISTIAN SCHOOL
    4503 INTERSTATE 45 N
    CONROE,TX77304     		    EDUCATION 225
    DARTMOUTH COLLEGE
    6066 DEVELOPMENT OFFICE
    HANOVER,NH037553555     		    EDUCATION 23,175
    DICKINSON CATHOLIC SCHOOLS
    PO BOX 1177
    DICKINSON,ND586021177     		    EDUCATION 1,000
    DUCHESNE ACADEMY
    10202 MEMORIAL
    HOUSTON,TX77024     		    EDUCATION 563
    DUKE UNIVERSITY
    BOX 90581
    DURHAM,NC277080581     		    EDUCATION 700
    DUNCAN PUBLIC SCHOOLS
    PO BOX 1548
    DUNCAN,OK73534     		    EDUCATION 2,250
    EASTERN ILLINOIS UNIVERSITY
    600 LINCOLN AVE
    CHARLESTON,IL61920     		    EDUCATION 563
    EMORY UNIVERSITY
    1762 CLIFTON RD STE 1400
    ATLANTA,GA303224001     		    EDUCATION 2,185
    FLORIDA A&M UNIVERSITY FDN
    1601 MARTIN LUTHER KING BLVD
    TALLAHASSEE,FL32301     		    EDUCATION 1,000
    FLORIDA STATE UNIVERSITY FOUNDATION
    2010 LEVY AVE NO 300
    TALLAHASSEE,FL323062739     		    EDUCATION 22,500
    FORT SETTLEMENT MIDDLE SCHOOL
    5440 ELKINS RD
    SUGAR LAND,TX77479     		    EDUCATION 225
    FOXCROFT SCHOOL
    22407 FOXCROFT RD
    MIDDLEBURG,VA201173724     		    EDUCATION 1,125
    GENESYS WORKS HOUSTON
    601 JEFFERSON AVE
    HOUSTON,TX77002     		    EDUCATION 25,000
    GRACELAND UNIVERSITY
    1 UNIVERSITY PLACE
    LAMONI,IA50140     		    EDUCATION 2,250
    GREATER HOUSTON PARTNERSHIP
    1200 SMITH STE 700
    HOUSTON,TX770024400     		    EDUCATION 200,000
    HARVARD UNIVERSITY
    124 MOUNT AUBURN ST
    CAMBRIDGE,MA021385762     		    EDUCATION 85,000
    HASTINGS COLLEGE
    11422 MIRACLE HILLS DR STE 550
    OMAHA,NE68154     		    EDUCATION 1,825
    HESSTON COLLEGE
    BOX 3000
    HESSTON,KS67062     		    EDUCATION 6,750
    HOLY SPIRIT EPISCOPAL SCHOOL
    12535 PERTHSHIRE RD
    HOUSTON,TX770244186     		    EDUCATION 1,125
    HOUSTON CHRISTIAN HIGH SCHOOL
    2700 W SAM HOUSTON PKWY N
    HOUSTON,TX77043     		    EDUCATION 1,125
    HOUSTON WORLD AFFAIRS COUNCIL
    PO BOX 920905
    HOUSTON,TX772920905     		    EDUCATION 10,000
    HUMBLE ISD EDUCATION FOUNDATION
    PO BOX 2000
    HUMBLE,TX77347     		    EDUCATION 450
    HUTSELL ELEMENTARY
    5360 FRANZ RD
    KATY,TX77493     		    EDUCATION 500
    INDEPENDENT PETROLEUM ASSOCIATION
    1201 15TH ST STE 300
    WASHINGTON,DC20005     		    EDUCATION 20,000
    INTERNATIONAL SCHOLARSHIP Schlrshp TUITION SERVICE
    1321 MURFREESBORO PIKE STE 800
    NASHVILLE,TN372172698     		    EDUCATION 81,071
    IOWA STATE UNIVERSITY FOUNDATION
    2505 UNIVERSITY BLVD
    AMES,IA500108644     		    EDUCATION 563
    JEWISH THEOLOGICAL SEMINARY
    3080 BROADWAY
    NEW YORK,NY10027     		    EDUCATION 563
    JOHN COOPER SCHOOL
    ONE JOHN COOPER DR
    THE WOODLANDS,TX77381     		    EDUCATION 2,823
    JUNIOR ACHIEVEMENT OF SOUTHEAST TEXAS
    2115 E GOVERNERS CIRCLE
    HOUSTON,TX77092     		    EDUCATION 25,000
    KANSAS STATE UNIVERSITY FOUNDATION
    2323 ANDERSON AVE STE 500
    MANHATTAN,KS665022911     		    EDUCATION 28,938
    KANSAS UNIVERSITY
    PO BOX 928
    LAWRENCE,KS660440928     		    EDUCATION 17,500
    KINKAID SCHOOL INC
    201 KINCAID SCHOOL DR
    HOUSTON,TX77024     		    EDUCATION 1,125
    KIPP HOUSTON
    10711 KIPP WAY
    HOUSTON,TX77099     		    EDUCATION 20,000
    KNOX COLLEGE
    2 E SOUTH ST
    GALESBURG,IL61401     		    EDUCATION 700
    LAMAR UNIVERSITY
    855 JIM GILLIGAN WAY
    BEAUMONT,TX77705     		    EDUCATION 6,000
    LOUISIANA STATE UNIVERSITY IN BATON ROUGE
    3838 W LAKESHORE DR
    BATON ROUGE,LA70808     		    EDUCATION 52,050
    MARSHALL UNIVERSITY
    ONE JOHN MARSHALL DR
    HUNTINGTON,WV25755     		    EDUCATION 5,625
    MARSHALL UNIVERSITY FOUNDATION INC
    519 JOHN MARSHALL DRIVE
    HUNTINGTON,WV25703     		    EDUCATION 5,000
    MASSACHUSETTS INST OF TECH
    238 MAIN ST STE 200
    CAMBRIDGE,MA02142     		    EDUCATION 13,000
    MCNEESE STATE UNIV FOUNDATION
    PO BOX 90775
    LAKE CHARLES,LA706099989     		    EDUCATION 33,750
    MICHIGAN TECHNOLOGICAL UNIVERSITY
    1400 TOWNSEND DR
    HOUGHTON,MI499311295     		    EDUCATION 563
    MISSOURI UNIVERSITY OF SCIENCE AND TECHNOLOGY
    112 CAMPUS SUPPORT FACILITY
    ROLLA,MO654091320     		    EDUCATION 31,125
    MONTANA STATE UNIVERSITY
    PO BOX 172750
    BOZEMAN,MT597172750     		    EDUCATION 29,000
    MONTANA STATE UNIVERSITY
    201 STRAND UNION BUILDING
    BOZEMAN,MT59717     		    EDUCATION 13,500
    NDSU DEVELOPMENT FOUNDATION
    1241 N UNIVERSITY DR
    FARGO,ND58102     		    EDUCATION 1,000
    NEW MEXICO STATE UNIVERSITY
    PO BOX 3590
    LAS CRUCES,NM88003     		    EDUCATION 10,000
    NORTH DAKOTA STATE UNIVERSITY
    1340 ADMINISTRATION AVE
    FARGO,ND58102     		    EDUCATION 12,000
    NORTHEASTERN UNIVERSITY
    360 HUNTINGTON AVE
    BOSTON,MA02115     		    EDUCATION 11,250
    NORTHWESTERN UNIVERSITY
    2020 RIDGE AVE RM 230
    EVANSTON,IL602084305     		    EDUCATION 112,500
    OFFSHORE ENERGY CENTER
    200 N DAIRY ASHFORD STE 6220
    HOUSTON,TX77079     		    EDUCATION 12,689
    OKLAHOMA STATE UNIV FOUNDATION
    PO BOX 1749
    STILLWATER,OK740761749     		    EDUCATION 49,052
    OUACHITA BAPTIST UNIVERSITY
    410 OUACHITA ST OBU BOX 3754
    ARKADELPHIA,AR719980001     		    EDUCATION 2,250
    PENNSYLVANIA STATE UNIVERSITY
    ONE OLD MAIN
    UNIVERSITY PARK,PA16802     		    EDUCATION 25,175
    PRESBYTERIAN SCHOOL
    5300 MAIN
    HOUSTON,TX77004     		    EDUCATION 700
    PRINCETON UNIVERSITY
    ONE NASSAU HALL
    PRINCETON,NJ08544     		    EDUCATION 1,000
    PURDUE FOUNDATION
    101 N GRANT STE B-50
    WEST LAFAYETTE,IN479063574     		    EDUCATION 26,750
    PUTNAM CITY SCHOOL
    5401 NW 40TH
    OKLAHOMA CITY,OK73122     		    EDUCATION 225
    RICE UNIVERSITY
    6100 MAIN ST-MS81
    HOUSTON,TX77005     		    EDUCATION 48,326
    RIVERFIELD COUNTRY DAY SCHOOL
    2433 W 61ST ST
    TULSA,OK74132     		    EDUCATION 600
    ROSE-HULMAN INSTITUTE OF TECHNOLOGY
    5500 WABASH AVE
    TERRE HAUTE,IN47803     		    EDUCATION 15,000
    SAINT MARYS COLLEGE
    110 LE MANS HALL
    NOTRE DAME,IN46556     		    EDUCATION 1,125
    SMITH COLLEGE
    GIFT ACCOUNTING 33 ELM ST
    NORTHAMPTON,MA010630024     		    EDUCATION 11,250
    SOUTH DAKOTA SCHOOL OF MINES AND TECHNOLOGY
    501 EAST SAINT JOSEPH ST
    RAPID CITY,SD57701     		    EDUCATION 12,000
    SOUTH TEXAS COLLEGE OF LAW
    1303 SAN JACINTO
    HOUSTON,TX770027013     		    EDUCATION 1,125
    SOUTHERN METHODIST UNIVERSITY
    PO BOX 750402
    DALLAS,TX752750402     		    EDUCATION 11,125
    ST CECILIA CATHOLIC SCHOOL
    11740 JOAN OF ARC
    HOUSTON,TX77024     		    EDUCATION 500
    ST CECILIA CATHOLIC SCHOOL
    11740 JOAN OF ARC
    HOUSTON,TX77024     		    EDUCATION 563
    ST JOHNS COLLEGE
    PO BOX 2800
    ANNAPOLIS,MD21404     		    EDUCATION 1,063
    ST LAURENCE CATHOLIC SCHOOL
    2630 AUSTIN PKWY
    SUGAR LAND,TX77479     		    EDUCATION 788
    ST MARYS CATHOLIC SCHOOL
    611 SW A AVE
    LAWTON,OK73501     		    EDUCATION 1,125
    ST PIUS X HIGH SCHOOL
    811 W DONOVAN
    HOUSTON,TX77091     		    EDUCATION 1,125
    ST PAUL LUTHERAN SCHOOL
    712 SCHILLING AVE
    BAYTOWN,TX77520     		    EDUCATION 1,125
    SUNY-GENESEO FOUNDATION INC
    1 COLLEGE CIRCLE ERWIN 202
    GENESEO,NY14454     		    EDUCATION 9,000
    SUSQUEHANNA UNIVERSITY
    514 UNIVERSITY AVE
    SELINSGROVE,PA17870     		    EDUCATION 112,500
    TEXAS A & M FOUNDATION
    401 GEORGE BUSH DR
    COLLEGE STATION,TX778402811     		    EDUCATION 236,690
    TEXAS A&M UNIVERSITY - KINGSVILLE
    700 UNIVERSITY BLVD / MSC 104
    KINGSVILLE,TX78363     		    EDUCATION 500
    TEXAS STATE UNIVERSITY - SAN MARCOS
    601 UNIVERSITY D
    SAN MARCOS,TX78666     		    EDUCATION 19,525
    TEXAS TECH UNIVERSITY
    PO BOX 45025
    LUBBOCK,TX794095025     		    EDUCATION 75,365
    THE WOODLANDS CHRISTIAN ACADEMY
    5800 ACADEMY WAY
    THE WOODLANDS,TX77384     		    EDUCATION 425
    THOMAS JEFFERSON HIGH SCHOOL
    4001 WALNUT HILL LN
    DALLAS,TX75229     		    EDUCATION 1,000
    TOWER HILL SCHOOL
    2813 W 17TH ST
    WILMINGTON,DE19806     		    EDUCATION 1,000
    TRANSYLVANIA UNIVERSITY
    300 N BROADWAY
    LEXINGTON,KY40502     		    EDUCATION 30,000
    TRINITY CHRISTIAN SCHOOL
    7941 KATY FWY 110
    HOUSTON,TX77024     		    EDUCATION 1,125
    UNIVERISTY OF CA BERKELEY FDN
    2440 BANCROFT WAY
    BERKELEY,CA94720     		    EDUCATION 563
    UNIVERSITY OF COLORADO FDN
    4740 WALNUT ST
    BOULDER,CO80301     		    EDUCATION 26,125
    UNIVERSITY OF FLORIDA FOUNDATION
    PO BOX 14425
    GAINESVILLE,FL326044425     		    EDUCATION 5,000
    UNIVERSITY OF HOUSTON
    PO BOX 867
    HOUSTON,TX770010867     		    EDUCATION 3,948
    UNIVERSITY OF HOUSTON FOUNDATION
    4543 POST OAK PLACE STE 250
    HOUSTON,TX77027     		    EDUCATION 74,376
    UNIVERSITY OF HOUSTON OFFICE OF
    400 E CULLEN BLDG
    HOUSTON,TX772042013     		    EDUCATION 11,250
    UNIVERSITY OF ILLINOIS FOUNDATION
    1305 W GREEN ST
    URBANA,IL618012962     		    EDUCATION 15,500
    UNIVERSITY OF INDIANAPOLIS
    1400 E HANNA AVE
    INDIANAPOLIS,IN462273697     		    EDUCATION 1,000
    UNIVERSITY OF KENTUCKY
    STURGILL DEVELOPMENT BUILDING
    LEXINGTON,KY405060015     		    EDUCATION 6,500
    UNIVERSITY OF LA AT LAFAYETTE
    PO BOX 40400
    LAFAYETTE,LA70504     		    EDUCATION 4,250
    UNIVERSITY OF LOUISIANA
    705 E ST MARY BLVD
    LAFAYETTE,LA70503     		    EDUCATION 29,168
    UNIVERSITY OF MIAMI
    STE 300 UM GABLES ONE TOWER
    CORAL GABLES,FL33146     		    EDUCATION 3,000
    UNIVERSITY OF NORTH TEXAS FOUNDATION INC
    1155 UNION CIRCLE 311250
    DENTON,TX762035017     		    EDUCATION 3,376
    UNIVERSITY OF NOTRE DAME
    1100 GRACE HALL
    NOTRE DAME,IN46556     		    EDUCATION 43,875
    UNIVERSITY OF OKLAHOMA FOUNDATION
    100 TIMBERDELL RD
    NORMAN,OK73019     		    EDUCATION 80,870
    UNIVERSITY OF PIKEVILLE COLLEGE
    147 SYCAMORE ST
    PIKEVILLE,KY41501     		    EDUCATION 12,250
    UNIVERSITY OF SOUTHERN CALIFORNIA
    UNIVERSITY GARDENS STE 203
    LOS ANGELES,CA900898003     		    EDUCATION 122,500
    UNIVERSITY OF SOUTHERN MISSISSIPPI FOUNDATION
    118 COLLEGE DR 10026
    HATTIESBURG,MS39406     		    EDUCATION 45,000
    UNIVERSITY OF TENNESSEE
    600 ANDY HOLT TOWER
    KNOXVILLE,TN37996     		    EDUCATION 42,815
    UNIVERSITY OF TEXAS - PAN AMERICAN
    1201 W UNIVERSITY DR
    EDINBURG,TX78541     		    EDUCATION 45,000
    UNIVERSITY OF TEXAS AT ARLINGTON
    PO BOX 19198
    ARLINGTON,TX760190190     		    EDUCATION 563
    UNIVERSITY OF TEXAS AT AUSTIN
    PO BOX 7458
    AUSTIN,TX78713     		    EDUCATION 121,431
    UNIVERSITY OF TEXAS AT EL PASO
    500 W UNIVERSITY KELLY HALL 6TH FL
    EL PASO,TX79968     		    EDUCATION 110,000
    UNIVERSITY OF TEXAS AT SAN ANTONIO
    ONE UTSA CIRCLE
    SAN ANTONIO,TX78249     		    EDUCATION 30,000
    UNIVERSITY OF WISCONSIN FOUNDATION
    1848 UNIVERSITY AVE
    MADISON,WI537088860     		    EDUCATION 112,500
    UNIVERSITY OF WYOMING FDN
    1200 E IVINSON
    LARAMIE,WY820704159     		    EDUCATION 520,000
    URSULINE ACADEMY OF DALLAS
    4900 WALNUT HILL LANE
    DALLAS,TX75229     		    EDUCATION 1,125
    UWMC FOUNDATION
    518 SOUTH 7TH AVE
    WAUSAU,WI54401     		    EDUCATION 1,175
    VANDERBILT UNIVERSITY
    2301 VANDERBILT PLACE
    NASHVILLE,TN37240     		    EDUCATION 2,000
    VELMA ALMA PUBLIC SCHOOL
    PO BOX 8
    VELMA,OK73491     		    EDUCATION 1,125
    VILLANOVA UNIVERSITY
    800 LANCASTER AVE
    VILLANOVA,PA19085     		    EDUCATION 112,500
    WAURIKA PUBLIC SCHOOLS
    600 E FLORIDA AVE
    WAURIKA,OK73573     		    EDUCATION 1,125
    WELLESLEY COLLEGE
    106 CENTRAL ST
    WELLESLEY,MA02481     		    EDUCATION 1,000
    WEST VIRGINIA UNIVERSITY FDN
    PO BOX 1650
    MORGANTOWN,WV265071650     		    EDUCATION 36,250
    WESTERN ACADEMY
    1511 BUTLERCREST ST
    HOUSTON,TX77080     		    EDUCATION 3,125
    WILLOW CREEK ELEMENTARY
    2002 WILLOW TERRACE
    KINGWOOD,TX77345     		    EDUCATION 1,000
    WINONA STATE UNIVERSITY FOUNDATION
    175 WEST MARK ST
    WINONA,MN55987     		    EDUCATION 500
    YELLOWSTONE ACADEMY INC
    3000 TRULLEY ST
    HOUSTON,TX77004     		    EDUCATION 18,000
    Total .................................bullet 3a 3,941,093
    bApproved for future payment
    INTERNATIONAL SCHOLARSHIP AND TUITION SERVICE INC
    1321 MURFREESBORO PIKE STE 800
    NASHVILLE,TN37217     		    EDUCATION 172,500
    GREAT HOUSTON PARTNERSHIP FOUNDATION
    1200 SMITH ST SUITE 700
    HOUSTON,TX77002     		    EDUCATION 800,000
    UNIVERSITY OF WYOMING RESEARCH FACILITY
    1200 E IVINSON
    LARAMIE,WY82070     		    EDUCATION 1,500,000
    JUNIOR ACHIEVEMENT
    2115 E GOVERNERS CIRCLE
    HOUSTON,TX77092     		    EDUCATION 100,000
    TAMU
    401 GEORGE BUSH DR
    COLLEGE STATION,TX77840     		    EDUCATION 5,000,000
    MONTANA TECH OF THE UNIVERSITY OF MONTANA
    PO BOX 172750
    BOZEMAN,MT597172750     		    EDUCATION 1,680,000
    Total .................................bullet 3b 9,252,500
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		         
    4 Dividends and interest from securities....         164,794
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		        6,756,885
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e)..     6,921,679
    13Total. Add line 12, columns (b), (d), and (e)..................
    136,921,679
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    4 HALLIBURTON FOUNDATION INC. ACCOMPLISHES ITS CHARITABLE PURPOSES SOLELY THROUGH A PROGRAM OF MAKING CHARITABLE GIFTS AND GRANTS AND DOES NOT CONDUCT ANY CHARITABLE ACTIVITIES OR MAKE PROGRAM-RELATED INVESTMENTS. ALL INCOME REPORTED REPRESENTS INVESTMENT INTEREST AND DIVIDENDS RECEIVED BY THE FOUNDATION THAT CONTRIBUTES IMPORTANTLY TO THE ACCOMPLISHMENT OF THE EXEMPT PURPOSE OF THE ORGANIZATION.
    8 HALLIBURTON FOUNDATION INC. ACCOMPLISHES ITS CHARITABLE PURPOSES SOLELY THROUGH A PROGRAM OF MAKING CHARITABLE GIFTS AND GRANTS AND DOES NOT CONDUCT ANY CHARITABLE ACTIVITIES OR MAKE PROGRAM-RELATED INVESTMENTS. ALL INCOME REPORTED REPRESENTS GAINS OR LOSSES RECEIVED BY THE FOUNDATION THAT CONTRIBUTE IMPORTANTLY TO THE ACCOMPLISHMENT OF THE EXEMPT PURPOSE OF THE ORGANIZATION. ORGANIZATION.
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







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


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2014
    Name of the organization
    HALLIBURTON FOUNDATION INC
     
    Employer identification number

    75-1212458
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    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
    Special Rules
    ......... 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) (2014)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)
    Page 2
    Name of organization
    HALLIBURTON FOUNDATION INC
          		Employer identification number

    75-1212458
    Part I
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
     
     

    HALLIBURTON COMPANY  
    3000 N SAM HOUSTON PARKWAY E
     
    HOUSTON, TX77032

    		$1,500,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)
    Page 3
    Name of organization
    HALLIBURTON FOUNDATION INC
          		Employer identification number

    75-1212458
    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) (2014)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)
    Page 4
    Name of organization
    HALLIBURTON FOUNDATION INC
          		Employer identification number

    75-1212458
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10)
    that total more than $1,000 for the year from any one contributor. 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 (c) Use 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 (c) Use 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 (c) Use 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 (c) Use 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) (2014)

    Additional Data


    Software ID:  
    Software Version:  

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

    TY 2014 DepreciationSchedule
    Name:
    HALLIBURTON FOUNDATION INC
    EIN: 75-1212458
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included

    TY 2014 InvestmentsOtherSchedule2
    Name:
    HALLIBURTON FOUNDATION INC
    EIN: 75-1212458
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    OTHER INVESTMENTS AT COST 20,066,900 20,649,215

    TY 2014 OtherExpensesSchedule
    Name:
    HALLIBURTON FOUNDATION INC
    EIN: 75-1212458
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    SCHOLARSHIP ADMINISTRATION FEE 7,500      


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    HALLIBURTON FOUNDATION INC
    EIN: 75-1212458
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MANAGEMENT FEES 10,851 10,851    


    TY 2014 TaxesSchedule
    Name:
    HALLIBURTON FOUNDATION INC
    EIN: 75-1212458
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX 29,924 29,924