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
EL AND THELMA GAYLORD FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)6305 WATERFORD BOULEVARD SUITE 350   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
OKLAHOMA CITY, OK73118
A Employer identification number

73-1463569
B Telephone number (see instructions)

(405) 475-3200
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$251,037,006J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach
schedule)..............  
2 Check bullet
Sch. B ...............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 4,508,046 4,589,865  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 4,388,803
b Gross sales price for all assets on line 6a 4,755,621
7 Capital gain net income (from Part IV, line 2)... 4,700,798
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).......   -489,641  
12 Total. Add lines 1 through 11........ 8,896,849 8,801,022  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 180,000 37,500   142,500
14 Other employee salaries and wages...... 106,846 26,712   80,134
15 Pension plans, employee benefits....... 2,811 703   2,108
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 27,400 20,550   6,850
c Other professional fees (attach schedule).... Click to see attachment 578 0   578
17 Interest............... 2,038 2,038   0
18 Taxes (attach schedule) (see instructions)... Click to see attachment 236,452 3,172   9,515
19 Depreciation (attach schedule) and depletion... 38,428 0  
20 Occupancy.............. 73,107 0   73,107
21 Travel, conferences, and meetings....... 4,074 0   4,074
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 38,569 0   38,569
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 710,303 90,675   357,435
25 Contributions, gifts, grants paid........ 9,779,905 9,779,905
26 Total expenses and disbursements. Add lines 24 and 25 10,490,208 90,675   10,137,340
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -1,593,359
b Net investment income (if negative, enter -0-) 8,710,347
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2014)
Form 990-PF (2014)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 37,535,297 28,899,651 28,899,651
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges........... 496,365 274,094 274,094
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 107,497,901 Click to see attachment112,665,066 172,772,108
c Investments—corporate bonds (attach schedule)........ 28,275,315 Click to see attachment26,115,782 24,635,433
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 15,457,099 Click to see attachment19,753,703 24,163,020
14 Land, buildings, and equipment: basis bullet399,766
Less: accumulated depreciation (attach schedule) bullet107,032 331,162 292,734 292,700
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 189,593,139 188,001,030 251,037,006
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable..................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment0 Click to see attachment1,250
23 Total liabilities (add lines 17 through 22).......... 0 1,250
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......... 123,628,191 125,457,383
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 65,964,948 62,542,397
30 Total net assets or fund balances (see instructions)...... 189,593,139 187,999,780
31 Total liabilities and net assets/fund balances (see instructions).. 189,593,139 188,001,030
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)............... 1 189,593,139
2 Enter amount from Part I, line 27a..................... 2 -1,593,359
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 187,999,780
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 187,999,780
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 PUBLICLY TRADED SECURITIES      
b CAPITAL GAINS FROM PARTNERSHIP PASSTHROUGHS P    
c CAPITAL GAIN FROM PFIC P    
d CAPITAL GAINS DIVIDENDS P    
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 109,567   54,823 54,744
b 237,521     237,521
c 74,474     74,474
d 4,334,059     4,334,059
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       54,744
b       237,521
c       74,474
d       4,334,059
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 4,700,798
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 8,625,768 219,692,411 0.039263
2012 6,762,330 192,452,005 0.035138
2011 7,975,938 179,566,757 0.044418
2010 18,059,972 183,239,296 0.098559
2009 8,737,935 167,151,798 0.052275
2 Total of line 1, column (d) ...................... 2 0.269653
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 0.053931
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 237,335,490
5 Multiply line 4 by line 3....................... 5 12,799,740
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 87,103
7 Add lines 5 and 6......................... 7 12,886,843
8 Enter qualifying distributions from Part XII, line 4.............. 8 10,137,340
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 1 174,207
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 0
3 Add lines 1 and 2........................... 3 174,207
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 174,207
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 134,966
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 120,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 254,966
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8 487
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 80,272
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet80,272 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletOK
    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 addressbulletWWW.GAYLORDFOUNDATION.COM
    14
    The books are in care ofbulletE L AND THELMA GAYLORD FOUNDATION Telephone no.bullet (405) 475-3200
    Located atbullet6305 WATERFORD BOULEVARD SUITE 350OKLAHOMA CITYOK ZIP+4bullet73118
    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
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2014?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2014, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2014?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?........................
    b
    If "Yes," did it have excess business holdings in 2014 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2014.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2014?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)..................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.......................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    CHRISTY GAYLORD EVEREST CO-TRUSTEE
    3.00     		10,000 0 0
    6608 N PENNSYLVANIA AVE
    OKLAHOMA CITY,OK73116
    DAVID O HOGAN CO-TRUSTEE
    10.00     		150,000 0 0
    4626 E 54TH ST 226
    TULSA,OK74135
    MARY GAYLORD MCCLEAN CO-TRUSTEE
    3.00     		10,000 0 0
    PO BOX 100
    SIMPSONVILLE,KY40067
    LOUISE GAYLORD BENNETT CO-TRUSTEE
    3.00     		10,000 0 0
    1604 DORCHESTER DR
    OKLAHOMA CITY,OK73120
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1 N/A 0
    2  
    3  
    4  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 8
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1 N/A 0
    2  
    All other program-related investments. See instructions.
    3 Click to see attachment 0
    Total. Add lines 1 through 3.........................bullet0
    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
    190,866,381
    b
    Average of monthly cash balances.......................
    1b
    33,468,592
    c
    Fair market value of all other assets (see instructions)................
    1c
    16,614,763
    d
    Total (add lines 1a, b, and c).........................
    1d
    240,949,736
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    240,949,736
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    3,614,246
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    237,335,490
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    11,866,775
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    11,866,775
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    174,207
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
    1,647
    c
    Add lines 2a and 2b............................
    2c
    175,854
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    11,690,921
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    11,690,921
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    11,690,921
    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
    10,137,340
    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
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    10,137,340
    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
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    10,137,340
    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 11,690,921
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2014:
    a From 2009.......  
    b From 2010.......  
    c From 2011.......  
    d From 2012.......  
    e From 2013....... 7,693,752
    fTotal of lines 3a through e......... 7,693,752
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 10,137,340
    a Applied to 2013, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2014 distributable amount..... 10,137,340
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2014. 1,553,581 1,553,581
    (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 6,140,171
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2013. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2014. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		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) .......     		0
    8Excess distributions carryover from 2009 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2015.
    Subtract lines 7 and 8 from line 6a ......     		6,140,171
    10 Analysis of line 9:
    a Excess from 2010....  
    b Excess from 2011....  
    c Excess from 2012....  
    d Excess from 2013.... 6,140,171
    e Excess from 2014....  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2014, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2014 (b) 2013 (c) 2012 (d) 2011
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    MRS CHRISTINE EVEREST CO-TRUSTEE
    6305 WATERFORD BOULEVARD SUITE 350
    OKLAHOMA CITY,OK73118
    (405) 475-3200
    bThe form in which applications should be submitted and information and materials they should include:
    PROPOSALS TO THE E.L. AND THELMA GAYLORD FOUNDATION ARE INITIATED THROUGH OUR ONLINE GRANT REQUEST SYSTEM AT WWW.GAYLORDFOUNDATION.COM/APPLICATION. TO BE CONSIDERED, PLEASE SUBMIT A LETTER OF INQUIRY BY JANUARY 15TH OR JULY 15TH. AFTER REVIEW, WE WILL CONTACT YOU REGARDING THE STATUS OF YOUR REQUEST. YOU MAY BE INVITED TO SUBMIT AN APPLICATION. IF YOU ENCOUNTER ANY DIFFICULTY OR HAVE A QUESTION REGARDING THIS PROCESS, PLEASE CONTACT: DEBI MOORE, DIRECTOR OF ADMINISTRATION (405) 607-6301 DMOORE@GAYLORDFOUNDATION.ORG
    cAny submission deadlines:
    JANUARY 15TH OR JULY 15TH
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NONE
    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
    OKLAHOMA CITY ALL SPORTS ASSOCIATION
    211 N ROBINSON 1 LEADERSHIP SQUARE
    SUITE 250
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 100,000
    1893 LAND RUN HISTORICAL CENTER INC
    PO BOX 242
    MEDFORD,OK73759     		NONE PUBLIC GENERAL PURPOSE 2,500
    A CHANCE TO CHANGE FOUNDATION
    5228 CLASSEN CIRCLE
    OKLAHOMA CITY,OK73118     		NONE PUBLIC GENERAL PURPOSE 25,000
    A NEW LEAF
    2306 S 1ST PL
    BROKEN ARROW,OK74012     		NONE PUBLIC GENERAL PURPOSE 5,000
    ALLIED ARTS
    1015 N BROADWAY AVENUE 200
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 50,000
    ALZHEIMER'S ASSOCIATION
    2123 N CLASSEN BLVD
    OKLAHOMA CITY,OK73106     		NONE PUBLIC GENERAL PURPOSE 252,000
    ANGELS FOSTER FAMILY NETWORK
    1400 S BROADWAY
    EDMOND,OK73034     		NONE PUBLIC GENERAL PURPOSE 10,000
    ANIMAL RESCUE FRIENDS INC
    ARF C/O TOWN HALL 6407 AVONDALE
    NICHOLS HILLS,OK73116     		NONE PUBLIC GENERAL PURPOSE 20,000
    ARTHRITIS FOUNDATION
    710 WILSHIRE CREEK BLVD 101
    OKLAHOMA CITY,OK73116     		NONE PUBLIC GENERAL PURPOSE 10,000
    ARTS & HUMANITIES COUNCIL OF OKLAHOMA
    400 W CALIFORNIA AVENUE
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 20,000
    ASHEVILLE SCHOOL
    360 ASHEVILLE SCHOOL ROAD
    ASHEVILLE,NC28806     		NONE PUBLIC GENERAL PURPOSE 100,000
    CAMPUS CRUSADE FOR CHRIST
    100 LAKE HART DRIVE
    ORLANDO,FL32832     		NONE PUBLIC GENERAL PURPOSE 600
    CANTERBURY CHORAL SOCIETY
    428 W CALIFORNIA AVENUE
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 5,000
    CARE CENTER
    PO BOX 1125
    OKLAHOMA CITY,OK73101     		NONE PUBLIC GENERAL PURPOSE 27,500
    CASADY SCHOOL
    9500 PENNSYLVANIA AVENUE
    THE VILLAGE,OK73120     		NONE PUBLIC GENERAL PURPOSE 530,000
    CATHOLIC CHARITIES ARCHDIOCESE OF OKC
    1501 N CLASSEN BLVD
    OKLAHOMA CITY,OK73106     		NONE PUBLIC GENERAL PURPOSE 100,000
    CENTER OF FAMILY LOVE
    6TH ST
    OKARCHE,OK73762     		NONE PUBLIC GENERAL PURPOSE 25,000
    CENTRAL OKLAHOMA HUMANE SOCIETY
    7500 N WESTERN AVENUYE
    OKLAHOMA CITY,OK73116     		NONE PUBLIC GENERAL PURPOSE 50,000
    CHILD ABUSE NETWORK INC
    2829 S SHERIDAN ROAD
    TULSA,OK74129     		NONE PUBLIC GENERAL PURPOSE 340
    CHILDREN'S HOSPITAL FOUNDATION
    1200 CHILDRENS AVENUE
    OKLAHOMA CITY,OK73104     		NONE PUBLIC GENERAL PURPOSE 8,600
    CHILDREN'S MEDICAL RESEARCH
    800 RESEARCH PARKWAY 150
    OKLAHOMA CITY,OK73104     		NONE PUBLIC GENERAL PURPOSE 200,000
    CITIZENS CARING FOR CHILDREN
    45 NE 50TH STREET
    OKLAHOMA CITY,OK73105     		NONE PUBLIC GENERAL PURPOSE 10,000
    CITY CARE
    923 N ROBINSON 320
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 25,000
    CLAREHOUSE
    7617 S MINGO ROAD
    TULSA,OK74133     		NONE PUBLIC GENERAL PURPOSE 5,000
    COLONIAL WILLIAMSBURG FOUNDATION
    313 FIRST STREET
    WILLIAMSBURG,VA23185     		NONE PUBLIC GENERAL PURPOSE 10,000
    COLORADO SPRINGS CONSERVATORY
    415 SAWWATCH STREET
    COLORADO SPRINGS,CO80903     		NONE PUBLIC GENERAL PURPOSE 50,000
    COMMUNITY FOOD BANK OF EASTERN OKLAHOMA
    1304 N KENOSHA AVENUE
    TULSA,OK74106     		NONE PUBLIC GENERAL PURPOSE 400
    CRITTER TALES INC
    5808 NW 45TH ST
    WARR ACRES,OK73122     		NONE PUBLIC GENERAL PURPOSE 1,000
    CROSSTOWN LEARNING CENTER
    2501 E ARCHER STREET
    TULSA,OK74110     		NONE PUBLIC GENERAL PURPOSE 100,000
    D-DENT INC
    6430 N WESTERN SUITE 200
    OKLAHOMA CITY,OK73116     		NONE PUBLIC GENERAL PURPOSE 5,000
    DAILY LIVING CENTERS
    3000 N ROCKWELL AVE
    BETHANY,OK73008     		NONE PUBLIC GENERAL PURPOSE 25,000
    DEAN MCGEE EYE INSTITUTE
    608 STANTON L YOUNG BLVD
    OKLAHOMA CITY,OK73104     		NONE PUBLIC GENERAL PURPOSE 52,000
    DOMESTIC VIOLENCE INTERVENTION
    3815 N SANTA FE AVENUE
    OKLAHOMA CITY,OK73118     		NONE PUBLIC GENERAL PURPOSE 20,000
    EARLY FOUNDATIONS FAMILY OUTREACH
    3901 NW 63RD ST SUITE 100
    OKLAHOMA CITY,OK73116     		NONE PUBLIC GENERAL PURPOSE 25,000
    EMERGENCY INFANT SERVICES
    222 S HOUSTON AVENUE
    TULSA,OK74127     		NONE PUBLIC GENERAL PURPOSE 20,000
    EXECUTIVE SERVICE CORPS OF CENTRAL OKLAHOMA
    600 N WALKER AVENUE
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 5,000
    FAMILY BUILDERS
    415 NW 5TH STREET
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 10,000
    FIRST PRESBYTERIAN CHURCH OF EDMOND
    1001 S RANKIN STREET
    EDMOND,OK73034     		NONE PUBLIC GENERAL PURPOSE 18,472
    FIRST UNITED METHODIST CHURCH
    305 E HURD ST
    EDMOND,OK73034     		NONE PUBLIC GENERAL PURPOSE 200
    GEORGE W BUSH FOUNDATION
    2943 SMU BLVD
    DALLAS,TX75205     		NONE PUBLIC GENERAL PURPOSE 100,000
    GIRL SCOUTS - WESTERN OKLAHOMA
    6100 N ROBINSON
    OKLAHOMA CITY,OK73118     		NONE PUBLIC GENERAL PURPOSE 50,000
    GLOBAL MISSION PARTNERS INC
    PO BOX 851952
    YUKON,OK73085     		NONE PUBLIC GENERAL PURPOSE 600
    GREATER OKC YOUTHDBA FIELDS AND FUTURES
    7001 NORTHWEST 164TH STREET
    EDMOND,OK73013     		NONE PUBLIC GENERAL PURPOSE 50,000
    GUY FRASER HARRISON ACADEMY FOR THE PERFORMING ARTS INC
    428 WEST CALIFORNIA AVENUE 200
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 1,500
    HEARTLINE INC
    PO BOX 12832
    OKLAHOMA CITY,OK73157     		NONE PUBLIC GENERAL PURPOSE 20,000
    HEARTS FOR HEARING
    3525 NW 56TH STREET
    OKLAHOMA CITY,OK73112     		NONE PUBLIC GENERAL PURPOSE 152,900
    HOMELESS ALLIANCE
    1724 NW 4TH STREET
    OKLAHOMA CITY,OK73106     		NONE PUBLIC GENERAL PURPOSE 150,000
    I2E INC
    840 RESEARCH PARKWAY
    OKLAHOMA CITY,OK73104     		NONE PUBLIC GENERAL PURPOSE 20,000
    INFANT CRISIS SERVICES
    4224 N LINCOLN BLVD
    OKLAHOMA CITY,OK73105     		NONE PUBLIC GENERAL PURPOSE 100,000
    IRON GATE
    501 S CINCINNATI AVE
    TULSA,OK74103     		NONE PUBLIC GENERAL PURPOSE 5,000
    JIM RILEY OUTREACH INC
    2201 CARDINAL DRIVE
    EDMOND,OK73013     		NONE PUBLIC GENERAL PURPOSE 10,000
    JUNIOR LEAGUE OKLAHOMA CITY
    1001 NW GRAND BLVD
    OKLAHOMA CITY,OK73118     		NONE PUBLIC GENERAL PURPOSE 14,000
    KEYSTONE ADVENTURE SCHOOL & FARM
    19201 N WESTERN AVENUE
    EDMOND,OK73012     		NONE PUBLIC GENERAL PURPOSE 30,000
    KIPP REACH ACADEMY CHARTER SCHOOL INC
    1901 NE 13TH STREET
    OKLAHOMA CITY,OK73117     		NONE PUBLIC GENERAL PURPOSE 50,000
    LAST FRONTIER COUNCIL - BSA
    3031 NW 64TH STREET
    OKLAHOMA CITY,OK73116     		NONE PUBLIC GENERAL PURPOSE 106,520
    MARY ABBOTT CHILDREN'S HOUSE
    PO BOX 6316
    NORMAN,OK73070     		NONE PUBLIC GENERAL PURPOSE 25,000
    MCCALLS CHAPEL SCHOOL INC
    13700 COUNTY ROAD 3600
    ADA,OK74820     		NONE PUBLIC GENERAL PURPOSE 30,000
    MEALS ON WHEELS
    201 S 6TH STREET
    KINGFISHER,OK73750     		NONE PUBLIC GENERAL PURPOSE 5,000
    MERCY HEALTH CENTER FOUNDATION
    655 MARYVILLE CENTRE DRIVE
    ST LOUIS,MO63141     		NONE PUBLIC GENERAL PURPOSE 1,010,000
    MOUNT ST MARY HIGH SCHOOL
    2801 S SHARTEL AVE
    OKLAHOMA CITY,OK73109     		NONE PUBLIC GENERAL PURPOSE 100,000
    MUSCULAR DYSTROPHY ASSOCIATION
    4221 S WESTERN AVE 5015
    OKLAHOMA CITY,OK73109     		NONE PUBLIC GENERAL PURPOSE 5,000
    MYRIAD GARDENS FOUNDATION
    301 W RENO AVE
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 5,000
    NEEDS FOUNDATION
    1000 N BROADWAY AVE
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 10,000
    NEIGHBORHOOD SERVICES ORGANIZATION
    431 SW 11TH
    OKLAHOMA CITY,OK73109     		NONE PUBLIC GENERAL PURPOSE 50,000
    NEIGHBORHOOD ALLIANCE FOR OKC INC
    1236 NW 36TH STREET
    OKLAHOMA CITY,OK73118     		NONE PUBLIC GENERAL PURPOSE 5,000
    OKLAHOMA BAPTIST HOMES FOR CHILDREN
    3800 NORTH MAY AVENUE
    OKLAHOMA CITY,OK73112     		NONE PUBLIC GENERAL PURPOSE 5,000
    OKLAHOMA CENTER FOR EMPLOYMENT OPPORTUNITIES
    228 ROBERT S KERR SUITE 600
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 30,000
    OKLAHOMA CENTER FOR NONPROFITS
    720 W WILSHIRE BLVD
    OKLAHOMA CITY,OK73116     		NONE PUBLIC GENERAL PURPOSE 31,000
    OKLAHOMA CITY BOATHOUSE FOUNDATION
    725 N LINCOLN BLVD
    OKLAHOMA CITY,OK73129     		NONE PUBLIC GENERAL PURPOSE 100,000
    OKLAHOMA CITY NATIONAL MEMORIAL
    620 N HARVEY AVENUE
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 203,500
    OKLAHOMA CITY UNIVERSITY
    2501 N BLACKWELDER AVENUE
    OKLAHOMA CITY,OK73106     		NONE PUBLIC GENERAL PURPOSE 210,000
    OKLAHOMA EDUCATIONAL TV AUTHORITY FOUNDATION
    PO BOX 14190
    OKLAHOMA CITY,OK73113     		NONE PUBLIC GENERAL PURPOSE 50,000
    OKLAHOMA FOUNDATION FOR EXCELLENCE
    120 N ROBINSON DRIVE
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 10,000
    OKLAHOMA HEART HOSPITAL RESEARCH FOUNDATION
    4050 W MEMORIAL ROAD
    OKLAHOMA CITY,OK73120     		NONE PUBLIC GENERAL PURPOSE 40,000
    OKLAHOMA HERITAGE ASSOCIATION
    1400 CLASSEN DRIVE
    OKLAHOMA CITY,OK73106     		NONE PUBLIC GENERAL PURPOSE 115,000
    OKLAHOMA LAWYERS FOR CHILDREN
    800 N HARVEY AVE 323
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 25,000
    OKLAHOMA MEDICAL RESEARCH FOUNDATION
    825 NE 13TH STREET
    OKLAHOMA CITY,OK73104     		NONE PUBLIC GENERAL PURPOSE 1,258,000
    OKLAHOMA OUTREACH FOUNDATION
    1308 SW 111TH PL
    OKLAHOMA CITY,OK73170     		NONE PUBLIC GENERAL PURPOSE 45,000
    OKLAHOMA PARTNERSHIP FOR SCHOOL READINESS FOUNDATION
    421 NW 13TH ST 270
    OKLAHOMA CITY,OK73103     		NONE PUBLIC GENERAL PURPOSE 15,000
    OKLAHOMA RIVER ENDOWMENT FOUNDATION
    725 N LINCOLN BLVD
    OKLAHOMA CITY,OK73129     		NONE PUBLIC GENERAL PURPOSE 10,000
    OKLAHOMA STATE UNIVERSITY FOUNDATION
    400 S MONROE STREET
    STILLWATER,OK74074     		NONE PUBLIC GENERAL PURPOSE 200,000
    PEPPERS RANCH
    209 FRENCH PARK PL
    EDMOND,OK73034     		NONE PUBLIC GENERAL PURPOSE 10,000
    POSITIVE TOMORROWS
    PO BOX 61190
    OKLAHOMA CITY,OK73146     		NONE PUBLIC GENERAL PURPOSE 30,000
    POSSIBILITIES
    621 NW 20TH STREET
    OKLAHOMA CITY,OK73103     		NONE PUBLIC GENERAL PURPOSE 10,000
    PUTNAM CITY SMART START
    5401 NW 40TH
    OKLAHOMA CITY,OK73122     		NONE PUBLIC GENERAL PURPOSE 10,000
    RAINBOW FLEET
    3024 PASEO
    OKLAHOMA CITY,OK73103     		NONE PUBLIC GENERAL PURPOSE 10,000
    REDEEMING THE FAMILY
    PO BOX 8073
    EDMOND,OK73083     		NONE PUBLIC GENERAL PURPOSE 4,000
    REGIONAL FOOD BANK OF OKLAHOMA
    3355 S PURDUE AVENUE
    OKLAHOMA CITY,OK73137     		NONE PUBLIC GENERAL PURPOSE 100,000
    REMERGE
    PO BOX 837
    OKLAHOMA CITY,OK73101     		NONE PUBLIC GENERAL PURPOSE 44,000
    RESONANCE CENTER FOR WOMEN INC
    1608 S ELWOOD AVENUE
    TULSA,OK74119     		NONE PUBLIC GENERAL PURPOSE 15,000
    SADDLEBRED RESCUE INC
    6 MEADOW CLIFF LANE
    HARDWICK,NJ07825     		NONE PUBLIC GENERAL PURPOSE 50,000
    SAINT SIMEON'S FOUNDATION
    3701 MARTIN LUTHER KING JR BLVD
    TULSA,OK74106     		NONE PUBLIC GENERAL PURPOSE 6,400
    SEARCH DOG FOUNDATION
    501 E OJAI AVENUE
    OJAI,CA93023     		NONE PUBLIC GENERAL PURPOSE 15,000
    SKYLINE URBAN MINISTRY
    500 SE 15TH STREET
    OKLAHOMA CITY,OK73129     		NONE PUBLIC GENERAL PURPOSE 5,000
    SPECIAL CARE
    12201 N WESTERN AVENUE
    OKLAHOMA CITY,OK73114     		NONE PUBLIC GENERAL PURPOSE 25,000
    STAND IN THE GAP
    3939 S HARVARD SUITE 120
    TULSA,OK74135     		NONE PUBLIC GENERAL PURPOSE 15,500
    SUNBEAM FAMILY SERVICES
    616 NW 21ST STREET
    OKLAHOMA CITY,OK73103     		NONE PUBLIC GENERAL PURPOSE 100,000
    TEACH FOR AMERICA - OKLAHOMA
    730 W WILSHIRE BLVD
    OKLAHOMA CITY,OK73116     		NONE PUBLIC GENERAL PURPOSE 100,000
    TEEN RECOVERY SOLUTIONS
    720 W WILSHIRE BLVD 101
    OKLAHOMA CITY,OK73116     		NONE PUBLIC GENERAL PURPOSE 2,000
    THE CENTER FOR INDIVIDUALS WITH PHYSICAL CHALLENGES
    715 S UTICA AVENUE
    TULSA,OK74104     		NONE PUBLIC GENERAL PURPOSE 700
    THE CHILDREN'S CENTER
    6800 NORTHWEST 39TH EXPRESSWAY
    BETHANY,OK73008     		NONE PUBLIC GENERAL PURPOSE 300,000
    THE EDUCATION & EMPLOYMENT MINISTRY
    14 NE 13TH STREET
    OKLAHOMA CITY,OK73104     		NONE PUBLIC GENERAL PURPOSE 20,000
    THE EPISCOPAL DIOCESE OF OKLAHOMA
    127 NW 7TH STREET
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 200,000
    THE FOUNDATION FOR OKLAHOMA CITY PUBLIC SCHOOLS
    5225 N SHARTEL AVE 201
    OKLAHOMA CITY,OK73118     		NONE PUBLIC GENERAL PURPOSE 22,500
    THE KIRK OF THE HILLS
    4102 E 61ST ST
    TULSA,OK74136     		NONE PUBLIC GENERAL PURPOSE 4,200
    THE NATURE CONSERVATORY
    408 NW 7TH STREET
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 10,000
    THE OKLAHOMA ACADEMY
    401 W MAIN STREET 390
    NORMAN,OK73069     		NONE PUBLIC GENERAL PURPOSE 5,000
    THE SALVATION ARMY OF CENTRAL OKLAHOMA
    311 SW 5TH STREET
    OKLAHOMA CITY,OK73109     		NONE PUBLIC GENERAL PURPOSE 100,000
    THE TOBY KEITH FOUNDATION
    818 NE 8TH STREET
    OKLAHOMA CITY,OK73104     		NONE PUBLIC GENERAL PURPOSE 50,000
    TULSA BALLET
    1212 E 45TH PLACE
    TULSA,OK74105     		NONE PUBLIC GENERAL PURPOSE 6,700
    TULSA HISTORICAL SOCIETY
    2445 S PEORIA AVENUE
    TULSA,OK74114     		NONE PUBLIC GENERAL PURPOSE 10,000
    TULSA ZOO FRIENDS INC
    6421 E 36TH STREET N
    TULSA,OK74115     		NONE PUBLIC GENERAL PURPOSE 100,000
    TULSA CASA
    700 S BOSTON AVENUE
    TULSA,OK74119     		NONE PUBLIC GENERAL PURPOSE 5,000
    UNITED WAY OF CENTRAL OKLAHOMA
    1444 NW 29TH STREET
    OKLAHOMA CITY,OK73106     		NONE PUBLIC GENERAL PURPOSE 581,253
    UNIVERSITY OF CENTRAL OKLAHOMA
    100 N UNIVERSITY DRIVE
    EDMOND,OK73034     		NONE PUBLIC GENERAL PURPOSE 100,000
    UNIVERSITY OF COLORADO FOUNDATION
    1800 GRANT ST 725
    DENVER,CO80203     		NONE PUBLIC GENERAL PURPOSE 25,000
    UNIVERSITY OF OKLAHOMA FOUNDATION
    100 TIMBERDELL ROAD
    NORMAN,OK73109     		NONE PUBLIC GENERAL PURPOSE 165,500
    UPWARD TRANSITIONS INC
    1134 W MAIN ST
    OKLAHOMA CITY,OK73106     		NONE PUBLIC GENERAL PURPOSE 5,000
    VARIETY CARE FOUNDATION
    300 N GRAND BLVD
    OKLAHOMA CITY,OK73107     		NONE PUBLIC GENERAL PURPOSE 100,000
    WHITE FIELDS INC
    7127 N COUNTY LINE ROAD
    PIEDMONT,OK73078     		NONE PUBLIC GENERAL PURPOSE 25,000
    WORLD VISION INC
    PO BOX 9716
    FEDERAL WAY,WA98063     		NONE PUBLIC GENERAL PURPOSE 1,120
    YMCA OF OKLAHOMA CITY
    500 N BROADWAY SUITE 500
    OKLAHOMA CITY,OK73102     		NONE PUBLIC GENERAL PURPOSE 6,000
    YOUTH SERVICES OF TULSA
    311 S MADISON AVENUE
    TULSA,OK74120     		NONE PUBLIC GENERAL PURPOSE 8,400
    YWCA OF OKLAHOMA CITY
    2460 W I-44 SERVICE ROAD
    OKLAHOMA CITY,OK73112     		NONE PUBLIC GENERAL PURPOSE 1,000,000
    Total .................................bullet 3a 9,779,905
    bApproved for future payment
    Total .................................bullet 3b 0
    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....     14 4,508,046  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		    18 4,388,803  
    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).. 0 8,896,849 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    138,896,849
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







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


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2014 AccountingFeesSchedule
    Name:
    EL AND THELMA GAYLORD FOUNDATION
    EIN: 73-1463569
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PREPARATION OF TAX RETURNS 7,350 500   6,850
    PREPARATION OF FINANCIAL STATEMENTS 20,050 20,050   0

    TY 2014 AllOthProgRltdInvestmentsSch
    Name:
    EL AND THELMA GAYLORD FOUNDATION
    EIN: 73-1463569
    Category Amount
    N/A 0

    TY 2014 InvestmentsCorpBondsSchedule
    Name:
    EL AND THELMA GAYLORD FOUNDATION
    EIN: 73-1463569
    Name of Bond End of Year Book Value End of Year Fair Market Value
    CORPORATE FIXED INCOME 4,502,016 3,620,578
    INTERNATIONAL FIXED INCOME 5,520,815 5,227,582
    OTHER EQUITIIES: HIGH YIELD FIXED INCOME 10,232,727 10,262,833
    TAXABLE BOND FUNDS 5,860,224 5,524,440

    TY 2014 InvestmentsCorpStockSchedule
    Name:
    EL AND THELMA GAYLORD FOUNDATION
    EIN: 73-1463569
    Name of Stock End of Year Book Value End of Year Fair Market Value
    AMERICAN TRAILER WORKS STOCK 573,894 4,338,300
    ASHFORD HOSPITALITY 49,662 128,900
    CBS CORP NEW CLASS B 1,436,194 6,411,678
    CIT GROUP, INC. 57,271 77,724
    FSP MONUMENT CIRCLE 243,559 300,000
    FSP UNION CENTRE CORP 652,238 880,000
    OTHER EQUITIES: DEUTCHE HIGH YIELD FIXED INCOME 36,011 35,525
    OTHER EQUITIES: JP MORGAN LARGE CAP 659,328 1,270,393
    OTHER EQUITIES: JP MORGAN MID CAP 21,874,104 31,505,047
    OTHER EQUITIES: JP MORGAN SMALL CAP 20,215,072 28,164,889
    OTHER EQUITIES: SMITH BARNEY MID CAP 6,208,763 13,025,676
    OTHER EQUITIES: SMITH BARNEY SMALL CAP 2,927,865 6,435,576
    OTHER EQUITIIES: INTERNATIONAL EQUITIES 37,638,991 38,401,800
    OTHER EQUITIIES: SMITH BARNEY LARGE CAP 6,315,866 10,881,340
    RYMAN HOSPITALITY 12,776,299 27,212,258
    SECURITY DEVICES INTERNATIONAL 250,000 100
    VIACOM INC NEW CLASS B 749,949 3,702,902

    TY 2014 InvestmentsOtherSchedule2
    Name:
    EL AND THELMA GAYLORD FOUNDATION
    EIN: 73-1463569
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    AMERICAN TRAILER NOTE RECEIVABLE AT COST 409,478 409,500
    PARTNERSHIPS AT COST 12,051,791 9,941,510
    REAL ESTATE INVESTMENTS AT COST 4,612,776 6,647,510
    REAL ESTATE PARTNERSHIPS AT COST 2,679,658 7,164,500

    TY 2014 OtherExpensesSchedule
    Name:
    EL AND THELMA GAYLORD FOUNDATION
    EIN: 73-1463569
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INSURANCE 1,920 0   1,920
    OFFICE EXPENSES 36,649 0   36,649


    TY 2014 OtherLiabilitiesSchedule
    Name:
    EL AND THELMA GAYLORD FOUNDATION
    EIN: 73-1463569
    Description Beginning of Year - Book Value End of Year - Book Value
    PAYROLL LIABILITIES 0 1,250


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    EL AND THELMA GAYLORD FOUNDATION
    EIN: 73-1463569
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    COMPUTER EXPENSES 578 0   578


    TY 2014 TaxesSchedule
    Name:
    EL AND THELMA GAYLORD FOUNDATION
    EIN: 73-1463569
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PAYROLL TAXES 12,148 3,037   9,111
    OTHER TAXES 539 135   404
    EXCISE TAXES 223,765 0   0