TY 2014 Form 990PF

- TIN:

Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
bullet

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

OMB No. 1545-0052

2014

Open to Public Inspection

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

Name of foundation
David Kelby Johnson
Memorial Foundation

Number and street (or P.O. box number if mail is not delivered to street address)560 East South Temple PL 101 Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Salt Lake City, UT84102

A Employer identification number

47-1051277

B Telephone number (see instructions)

(801) 809-1696

C If exemption application is pending, check here bullet

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address changeName change

D 1. Foreign organizations, check here ............. bullet

2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$10,918,358J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... bullet

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach
	schedule)..............	10,836,787
2	Check
	Sch. B ...............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......	23,875		23,875	23,875
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		-15,940
b	Gross sales price for all assets on line 6a 664,584
7	Capital gain net income (from Part IV, line 2)...
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........	10,844,722		23,875	23,875
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....
17	Interest...............
18	Taxes (attach schedule) (see instructions)...			218
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......			9,999
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	0		10,217		0
25	Contributions, gifts, grants paid........	0				0
26	Total expenses and disbursements. Add lines 24 and 25	0		10,217		0
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	10,844,722
b	Net investment income (if negative, enter -0-)			13,658
c	Adjusted net income (if negative, enter -0-)...				23,875

For Paperwork Reduction Act Notice, see instructions.

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

Form 990-PF (2014)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............		100	100
	2	Savings and temporary cash investments..........		2,996,404	2,996,404
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable 1,358,893
		Less: allowance for doubtful accounts		1,358,893	1,358,893
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)		847,991	847,991
	b	Investments—corporate stock (attach schedule)........		3,633,178	3,633,178
	c	Investments—corporate bonds (attach schedule)........		1,578,410	1,578,410
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........		503,382	503,382
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)		10,918,358	10,918,358
	17	Accounts payable and accrued expenses..........
	18	Grants payable..................
	19	Deferred revenue..................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22)..........		0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted...................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds		10,918,358
	30	Total net assets or fund balances (see instructions)......		10,918,358
	31	Total liabilities and net assets/fund balances (see instructions)..	0	10,918,358

Part III	Analysis of Changes in Net Assets or Fund Balances
1	Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
	with end-of-year figure reported on prior year’s return)...............	1
2	Enter amount from Part I, line 27a.....................	2	10,844,722
3	Other increases not included in line 2 (itemize)	3	73,636
4	Add lines 1, 2, and 3..........................	4	10,918,358
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	10,918,358

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	95,000 Units Ally Bank UT US RT 1.9%	P	2014-03-05	2014-11-05
b	576 Shs AT&T Inc.	P	2014-01-01	2014-12-09
c	.2 Shs California Resources Corp.	P	2014-10-10	2014-12-01
d	79 Shs California Resources Corp.	P	2014-01-01	2014-12-17
e	.125 Shs Halyard Health, Inc.	P	2014-10-10	2014-11-03
	25 Shs Halyard Health, Inc.	P	2014-10-10	2014-12-03
	617 Shs People's United Financial	P	2015-10-10	2014-10-28
	125 Shs Qualcomm Inc.	P	2014-10-10	2014-11-06
	99 Shs United Technologies	P	2014-10-10	2014-11-25
	82 Shs UnitedHealth Group	P	2014-10-10	2014-01-01
	89 Shs Waste Management Inc.	P	2014-10-10	2014-10-29
	673 Shs Exxon Mobile	P	2014-03-15	2014-10-10
	600 Shs Agilent Technologies	P	2014-03-15	2014-10-10
	2,064 Shs Chevron Corp.	P	2014-03-05	2014-10-10
	1,100 Shs Fortune Brands	P	2014-03-05	2014-10-10
	1,000 Shs Glaxo Smithkline	P	2014-03-05	2014-10-10
	617 Shs Microsoft Corp.	P	2014-03-15	2014-10-10
	20 Shs Boston Scientific	P	2014-10-09	2014-11-13
	11 Shs M&T Bank	P	2014-10-09	2014-10-29
	45 Shs Sempra Energy	P	2014-01-01	2014-12-19
	200 Shs Staples	P	2014-10-09	2014-12-03
	13 Shs Digital Realty Trust REIT	P	2014-10-13	2014-10-16
	23 Shs Gilead Sciences	P	2014-10-13	2014-10-31
	56 Shs KAO Corp.	P	2014-10-13	2014-10-31
	55 Shs Macy's	P	2014-10-13	2014-10-16
	145 Shs Mondelez Int'l	P	2014-10-13	2014-10-16
	26 Shs Norfolk Southern	P	2014-10-13	2014-10-16
	1,076 Shs Penney J C	P	2014-10-16	2014-11-20
	33 Shs Royal Bank of Canada	P	2014-10-13	2014-10-17
	347 Shs Shiseido Co	P	2014-01-01	2014-11-17
	196 Shs GDF Suez Spon ADR	P	2014-10-09	2014-11-24
	26 Shs Novartis	P	2014-10-09	2014-12-17
	154 Shs Orange Spon ADR	P	2014-10-09	2014-11-10
	158 Shs Reed Elservier NV	P	2014-10-09	2014-01-01
	38 Shs Teva Pharmaceuticals	P	2014-10-09	2014-11-12
	FNMA PL	P	2014-01-01	2014-11-25
	Capital Gain Dividends

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	95,000	95,000
b	18,902	20,058	-1,156
c	2	2
d	458	617	-159
e	5	5
	929	908	21
	8,818	8,741	77
	9,284	8,936	348
	11,080	9,926	1,154
	7,634	7,033	601
	4,232	4,176	56
	61,850	63,493	-1,643
	32,396	34,667	-2,271
	235,714	236,607	-893
	42,601	51,750	-9,149
	44,250	56,430	-12,180
	27,243	23,508	3,735
	270	242	28
	1,298	1,348	-50
	4,933	4,885	48
	2,902	2,345	557
	820	827	-7
	2,480	2,368	112
	2,147	2,157	-10
	3,060	3,088	-28
	4,663	4,857	-194
	2,703	2,799	-96
	7,832	7,755	77
	2,297	2,355	-58
	5,151	5,777	-626
	4,650	4,529	121
	2,391	2,312	79
	2,375	2,120	255
	7,246	6,894	352
	2,211	2,009	202
	4,634		4,634

			123

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			-1,156
c
d			-159
e
			21
			77
			348
			1,154
			601
			56
			-1,643
			-2,271
			-893
			-9,149
			-12,180
			3,735
			28
			-50
			48
			557
			-7
			112
			-10
			-28
			-194
			-96
			77
			-58
			-626
			121
			79
			255
			352
			202
			4,634

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	-15,680
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . . . .		3	-15,803

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No

If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2013
2012
2011
2010
2009

2	Total of line 1, column (d) ......................	2
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
4	Enter the net value of noncharitable-use assets for 2014 from Part X, line 5.....	4
5	Multiply line 4 by line 3.......................	5
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6
7	Add lines 5 and 6.........................	7
8	Enter qualifying distributions from Part XII, line 4..............	8
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.

Form 990-PF (2014)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	273
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2...........................	3	273
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	273
6	Credits/Payments:

a	2014 estimated tax payments and 2013 overpayment credited to 2014	6a
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
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	273
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2015 estimated tax	Refunded	11

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions

for definition)?.................................

If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....

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

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),

and Part XV..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If "No," attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?

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

Form 990-PF (2014)

Page 5

Part VII-A

Statements Regarding Activities (continued)

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. Click to see attachment

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

Yes

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............

Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had

advisory privileges? If "Yes," attach statement (see instructions).................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

N/A

The books are in care of bullet

Laurel Dokos Telephone no. bullet

(801) 809-1696

Located at bullet

560 East South Temple PL 101Salt Lake CityUT ZIP+4 bullet

841021143

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

16 At any time during calendar year 2014, did the foundation have an interest in or a signature or other authority over YesNo

a bank, securities, or other financial account in a foreign country?

16 No

See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet

Form 990-PF (2014)

Page 6

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?.................YesNo

(6) Agree to pay money or property to a government official? (Exception. Check "No"

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).........YesNo

If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........

Organizations relying on a current notice regarding disaster assistance check here......... bullet

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2014?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2014, did the foundation have any undistributed income (lines 6d

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

If "Yes," list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer "No" and attach statement—see instructions.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year?........................YesNo

If "Yes," did it have excess business holdings in 2014 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2014.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2014?

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? (see instructions)..................YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......

Organizations relying on a current notice regarding disaster assistance check here......... bullet

If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?............YesNo

If "Yes," attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract?.......................YesNo

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

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (2014)

Page 7

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
Laurel Dokos	Executive Dir. 0.00	0
560 East South Temple PL101 Salt Lake City,UT841021143	Executive Dir. 0.00	0
Peter M Corroon	Vice President 0.00	0
560 East South Temple PL101 Salt Lake City,UT841021143	Vice President 0.00	0
Monsignor Joseph M Mayo	Advisory Comm. 0.00	0
560 East South Temple PL101 Salt Lake City,UT841021143	Advisory Comm. 0.00	0

2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









Total number of other employees paid over $50,000...................

3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1


2


3


4

Form 990-PF (2014)

Page 8

Part IX-B

Summary of Program-Related Investments (see instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1


2


All other program-related investments. See instructions.
3

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

Part X

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

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

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

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

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

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

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

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

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

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

Part XI

Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

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

273

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

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

273

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

273

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

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

273

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

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

Part XII

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

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

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

Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
the section 4940(e) reduction of tax in those years.

Form 990-PF (2014)

Page 9

Part XIII

Undistributed Income (see instructions)

	(a) Corpus	(d) 2014
1 Distributable amount for 2014 from Part XI, line 7		0
2 Undistributed income, if any, as of the end of 2014:
a Enter amount for 2013 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2014:
a From 2009.......
b From 2010.......
c From 2011.......
d From 2012.......
e From 2013.......
fTotal of lines 3a through e.........
4Qualifying distributions for 2014 from Part
XII, line 4: $
a Applied to 2013, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see instructions).....
c Treated as distributions out of corpus (Election required—see instructions).........	0
d Applied to 2014 distributable amount.....
e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2014.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount —see instructions ...........
e Undistributed income for 2013. Subtract line 4a from line 2a. Taxable amount—see instructions .............
f Undistributed income for 2014. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2015 ..........		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) ...
9Excess distributions carryover to 2015. Subtract lines 7 and 8 from line 6a ......
10 Analysis of line 9:
a Excess from 2010....
b Excess from 2011....
c Excess from 2012....
d Excess from 2013....
e Excess from 2014....

Form 990-PF (2014)

Page 10

Part XIV

Private Operating Foundations (see instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2014, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2014	(b) 2013	(c) 2012	(d) 2011	(e) Total

b 85% of line 2a .........
c Qualifying distributions from Part XII, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ...........
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed...
c “Support" alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under
other conditions, complete items 2a, b, c, and d.

aThe name, address, and telephone number or email address of the person to whom applications should be addressed:

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

cAny submission deadlines:

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

Form 990-PF (2014)

Page 11

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year

Total ................................. 3a

bApproved for future payment

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

Form 990-PF (2014)

Page 12

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount	(e) Related or exempt function income (See instructions.)
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3 Interest on savings and temporary cash investments ............
4 Dividends and interest from securities....					23,875
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 .............				123	-16,063
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)..				123	7,812

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

137,935

(See worksheet in line 13 instructions to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)

Form 990-PF (2014)

Page 13

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political

Yes

organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If "Yes," complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Sign Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
				May the IRS discuss this return with the preparer shown below (see instr.)? Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name Firm's address			Firm's EIN
				Phone no.

Form 990-PF (2014)

Additional Data

Software ID:	14000265
Software Version:	2014v5.0

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

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

OMB No. 1545-0047

2014

Name of the organization

David Kelby Johnson
Memorial Foundation

Employer identification number

47-1051277

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

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

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

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

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 2

Name of organization David Kelby Johnson Memorial Foundation

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	Estate of Elizabeth Johnson 560 East South Temple PL 101 Salt Lake City, UT841021143	$552,032	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
2	Estate of Elizabeth Johnson 560 East South Temple PL 101 Salt Lake City, UT841021143	$8,925,862	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
3	Estate of Elizabeth Johnson 560 East South Temple PL 101 Salt Lake City, UT841021143	$1,358,893	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 3

Name of organization David Kelby Johnson Memorial Foundation

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
1	Marketable Securities	$ 552,032	2014-10-03
(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
David Kelby Johnson
Memorial Foundation

Employer identification number

47-1051277

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

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Additional Data

Software ID:	14000265
Software Version:	2014v5.0

- TIN:

TY 2014 InvestmentsCorpBondsSchedule

Name:

David Kelby Johnson

Memorial Foundation

EIN: 47-1051277

Software ID:14000265

Software Version:2014v5.0

Name of Bond	End of Year Book Value	End of Year Fair Market Value
Dreyfus Int'l Bond (12,958.843 Units)	210,452	210,452
Goldman Sachs Group	20,323	20,323
US Bankcorp	55,289	55,289
Nat'l Rural Util	28,781	28,781
JP Morgan Chase	33,922	33,922
General Electric Cap Corp	33,319	33,319
Comerica Bank MI NTS	54,144	54,144
Honeywell Int'l	47,912	47,912
Johnson & Johnson	47,870	47,870
Suntrust Banks	27,714	27,714
PNC Bank NA	26,795	26,795
United Technologies	52,249	52,249
Target Corp	48,453	48,453
AT&T Inc	47,467	47,467
Peco Energy Co	55,675	55,675
Bank of NY Mellon	43,599	43,599
State Street Corp	18,685	18,685
BB&T Corp	55,362	55,362
Nat'l City Bank Indiana	19,248	19,248
Kimberly Clark	49,545	49,545
Public Svc Co	56,822	56,822
Metlife Inc	47,704	47,704
Prudential FInancial	55,636	55,636
IBM NTS Bonds	47,020	47,020
Pepsico Inc Bonds	48,549	48,549
Proctor & Gamble Bonds	51,222	51,222
Allstate Corp Bonds	26,641	26,641
American Express Bonds	47,007	47,007
Walt Disney Bonds	48,771	48,771
Berkshire Hathaway Bonds	41,258	41,258
Northern Trust bons	27,497	27,497
United Parcel Service Bonds	49,025	49,025
Florida Power Corp Bonds	54,454	54,454

- TIN:

TY 2014 InvestmentsCorpStockSchedule

Name:

David Kelby Johnson

Memorial Foundation

EIN: 47-1051277

Software ID:14000265

Software Version:2014v5.0

Name of Stock	End of Year Book Value	End of Year Fair Market Value
American Express Co (509 Shs)	47,357	47,357
American Tower Corp REIT (431 Shs)	42,604	42,604
Amgen, Inc. (168 Shs)	26,761	26,761
Anheuser Busch (413 Shs)	46,388	46,388
ADP (500 Shs)	41,685	41,685
Chevron Corp. (342 Shs)	38,366	38,366
Comcast Corp. Cl A (751 Shs)	43,231	43,231
Costco Wholesale (199 Shs)	28,208	28,208
Du Pont De Nemours (323 Shs)	23,883	23,883
Eaton Corp PLC (274 Shs)	18,621	18,621
Ecolab, Inc. (266 Shs)	27,802	27,802
Exxon Mobile (715 Shs)	66,102	66,102
General Electric (2,246 Shs)	56,756	56,756
Home Depot (420 Shs)	44,087	44,087
Intel Corp (1,166 Shs)	42,314	42,314
Int'l Paper (439 Shs)	23,522	23,522
Johnson & Johson (357 Shs)	37,331	37,331
Kimberly Clark Corp (409 Shs)	47,256	47,256
Merck & Co. (796 Shs)	45,205	45,205
Metlife, Inc. (877 Shs)	47,437	47,437
Microsoft Corp. (790 Shs)	36,696	36,696
Nestle's A Sponsored ADR (578 Shs)	42,165	42,165
Nextera Energy (269 Shs)	28,592	28,592
Occidental Petroleum (295 Shs)	23,780	23,780
Oracle Corp (722 Shs)	32,468	32,468
Pepsico, Inc. (296 Shs)	27,990	27,990
PPG Industries (125 Shs)	28,894	28,894
Praxair, Inc. (291 Shs)	37,702	37,702
Proctor & Gamble (409 Shs)	37,256	37,256
Qualcomm, Inc. (257 Shs)	19,103	19,103
Raytheon (352 Shs)	38,076	38,076
Schlumberger Ltd. (662 Shs)	56,541	56,541
Spectra Energy (1,176 Shs)	42,362	42,362
Texas Instruments (347 Shs)	18,552	18,552
Time Warner (558 Shs)	47,664	47,664
Travelers (357 Shs)	37,788	37,788
Union Pacific Corp. (357 Shs)	42,529	42,529
United Parcel Service (340 Shs)	37,798	37,798
UnitedHealth Group (276 Shs)	27,901	27,901
United Technologies (285 Shs)	32,775	32,775
Verizon (1,009 Shs)	47,201	47,201
Wal Mart (552 Shs)	47,406	47,406
Walt Disney (407 Shs)	38,335	38,335
Waste Management (558 Shs)	28,637	28,637
Weyerhaeuser (920 Shs)	33,019	33,019
WISC Energy (635 Shs)	33,490	33,490
3M (286 Shs)	46,996	46,996
Albemarle Corp (185 Shs)	11,124	11,124
Alcoa (1,140 Shs)	18,001	18,001
Amdocs Ltd. (230 Shs)	10,731	10,731
American Capital Agency (330 Shs)	7,204	7,204
Analog Devices (190 Shs)	10,549	10,549
Applied Materials (290 Shs)	7,227	7,227
Avery Dennison (210 Shs)	10,895	10,895
Babcock & Wilcox (370 Shs)	11,211	11,211
Boston Scientific (550 Shs)	7,288	7,288
Broadrdige Financial (320 Shs)	14,778	14,778
Cameco Corp (660 Shs)	10,831	10,831
Catamaran Corp (290 Shs)	15,008	15,008
Chubb Corp. (105 Shs)	10,864	10,864
Cinemark Holdings (300 Shs)	10,674	10,674
Clorox (70 Shs)	7,294	7,294
Coach (100 Shs)	3,756	3,756
Endurance Specialty (190 Shs)	11,370	11,370
Entergy Corp (80 Shs)	6,998	6,998
Expeditors Int'l (165 Shs)	7,361	7,361
First American (440 Shs)	14,916	14,916
Genuine Parts (135 Shs)	14,387	14,387
Grace & Co (75 Shs)	7,154	7,154
Haemonetics Corp (290 Shs)	10,852	10,852
Hartford Financial (260 Shs)	10,839	10,839
Hasbro (260 Shs)	14,297	14,297
HCP (240 Shs)	10,567	10,567
Health Card REIT (190 Shs)	14,377	14,377
Invesco (450 Shs)	17,784	17,784
ITC Holdings (275 Shs)	11,118	11,118
Janus Capital Group (690 Shs)	11,130	11,130
Kohls Corp (245 Shs)	14,955	14,955
Leidos Holdings (85 Shs)	3,699	3,699
Liberty Media	11,210	11,210
Liberty Broadband (150 Shs)	7,473	7,473
M & T Bank (89 Shs)	11,180	11,180
Mattel (365 Shs)	11,295	11,295
McKesson Corp (85 Shs)	17,644	17,644
Nat'l Fuel Gas Co. (210 Shs)	14,601	14,601
New York Community Bancorp (905 Shs)	14,480	14,480
Nisource, Inc. (175 Shs)	7,424	7,424
Old Republic (1,010 Shs)	14,776	14,776
Omnicom (140 Shs)	10,846	10,846
Peabody Energy (435 Shs)	3,367	3,367
Quest Diagonostics (220 Shs)	14,753	14,753
Regal Entertainment (704 Shs)	15,059	15,059
Rockwell Collins (170 Shs)	14,362	14,362
Sonoco Products (165 Shs)	7,211	7,211
St. Jude Medical (270 Shs)	17,558	17,558
Staples (415 Shs)	7,520	7,520
Sun Communities (235 Shs)	14,208	14,208
Suntrust Banks (345 Shs)	14,456	14,456
Synchrony Fin (245 Shs)	7,289	7,289
Sysco (355 Shs)	14,090	14,090
Teco Energy (550 Shs)	11,270	11,270
Ultra Petroleum (480 Shs)	6,317	6,317
Verifone (290 Shs)	10,788	10,788
Western Union (810 Shs)	14,507	14,507
Xcel Energy (205 Shs)	7,364	7,364
Zimmer Holdings	14,178	14,178
Rights-Liberty Broadband (33)	314	314
AP Mollar-Maersk (923 Shs)	9,348	9,348
Aberdeen Asset Mgmt (346 Shs)	4,640	4,640
Acorda Therapeutics (428 Shs)	17,492	17,492
AIA Group (1,400 Shs)	7,790	7,790
Alnylam Pharmaceuticals (127 Shs)	12,319	12,319
Amazon.com (37 Shs)	11,483	11,483
Apple (135 Shs)	14,901	14,901
Applied Materials (652 Shs)	16,248	16,248
Aviva PLC (504 Shs)	7,510	7,510
Banco Bilbao (646 Shs)	6,066	6,066
Banco Santander (1,006 Shs)	8,380	8,380
Baxter (125 Shs)	9,161	9,161
Bio Rad Labs (58 Shs)	6,992	6,992
Brambles Ltd (414 Shs)	7,125	7,125
Broadcom Cl A (327 Shs)	14,169	14,169
Carrefour SA (1,222 Shs)	7,356	7,356
Cathay Pac Airways (445 Shs)	4,804	4,804
Check Point Software (157 Shs)	12,335	12,335
Chimerix (314 Shs)	12,642	12,642
Citigroup (117 Shs)	6,331	6,331
Compass Group (611 Shs)	10,411	10,411
Digital Realty Trust (145 Shs)	9,614	9,614
Ford Motor (549 Shs)	8,510	8,510
Gilead Sciences (47 Shs)	4,430	4,430
Heidelbergcement AG (181 Shs)	12,932	12,932
Hino Motors (54 Shs)	7,145	7,145
Intesa Sanpaolo (397 Shs)	6,876	6,876
Jabil Circuit (728 Shs)	15,892	15,892
KAO Corp (160 Shs)	6,336	6,336
KDDI Corp (981 Shs)	15,500	15,500
Lexicon Pharm (6,683 Shs)	6,238	6,238
Lilly Eli & Co (232 Shs)	16,006	16,006
Lundin Petroleum (445 Shs)	6,386	6,386
Macy's (162 Shs)	10,652	10,652
Mallinckrodt Pub (121 Shs)	11,983	11,983
Mediaset Espana (761 Shs)	9,618	9,618
Mellanox Tech (202 Shs)	8,631	8,631
Metlife, Inc. (190 Shs)	10,277	10,277
Next Group PLC (112 Shs)	11,910	11,910
Nordea Bank (242 Shs)	2,795	2,795
Norfolk Sthn (8 Shs)	877	877
Novartis AG (100 Shs)	9,266	9,266
NXP Semiconductors (161 Shs)	12,300	12,300
OMV AG (224 Shs)	5,947	5,947
Panasonic (642 Shs)	7,556	7,556
PNC Financial	13,685	13,685
Praxair (77 Shs)	9,976	9,976
Premier Oil (1,647 Shs)	4,150	4,150
Proctor & Gamble (173 Shs)	15,759	15,759
Publicis Groupe (586 Shs)	10,454	10,454
Rock-Tenn (165 Shs)	10,062	10,062
Royal Bank of Canada 935 Shs)	2,417	2,417
Royal DSM NV (708 Shs)	10,691	10,691
SAP SE (60 Shs)	4,179	4,179
Schneider Elec (909 Shs)	13,099	13,099
Service Source Int'l (715 Shs)	3,346	3,346
Shin Etsu Chem (356 Shs)	5,778	5,778
Statoil ASA (414 Shs)	7,291	7,291
Sumitomo Mitsui (1,402 Shs)	10,207	10,207
Symantec (411 Shs)	10,544	10,544
Taiwan Semiconductor (627 Shs)	14,032	14,032
Teck Resources (216 Shs)	2,946	2,946
Telenor ASA (177 Shs)	10,716	10,716
THK Co (865 Shs)	10,445	10,445
Timken Co (90 Shs)	3,841	3,841
Timkensteel Corp (44 Shs)	1,629	1,629
Tokio Marine Holdings (317 Shs)	10,344	10,344
Toyota Motor (83 Shs)	10,415	10,415
UnitedHealth Group (154 Shs)	15,568	15,568
US Bancorp (552 Shs)	24,812	24,812
Westfield Corp (220 Shs)	3,212	3,212
Whirlpool Corp (65 Shs)	12,593	12,593
Zurich Ins Group (266 Shs)	8,299	8,299
Vokswagon A G Pref (273 Shs)	12,017	12,017
ABB LTD (830 Shs)	17,555	17,555
Banco Santander	12,220	12,220
BG Group PLC (424 Shs)	5,665	5,665
BP PLC	12,046	12,046
Canon (395 Shs)	12,506	12,506
China Mobile (144 Shs)	8,470	8,470
Daimler AG	8,196	8,196
Deutsche Telekom (979 Shs)	15,556	15,556
ENI SPA (248 Shs)	8,658	8,658
Glaxo Smithkline (378 Shs)	16,156	16,156
Honda Motor Co (499 Shs)	14,730	14,730
Iberdrola SA (830 Shs)	22,331	22,331
KAO Corp (342 Shs)	13,543	13,543
Koninkluk Ahold (959 Shs)	17,045	17,045
National Grid (233 Shs)	16,464	16,464
Nestle SA (216 Shs)	15,757	15,757
Novartis AG	21,126	21,126
NTT Docomo	4,979	4,979
Orange Spon ADR (753 Shs)	12,741	12,741
QBE Ins Group (234 Shs)	2,120	2,120
Reed Elservier (108 Shs)	5,145	5,145
RWE AG ADR (271 Shs)	8,387	8,387
Sanor Spon ADR (383 Shs)	17,469	17,469
SAP SE (206 Shs)	14,348	14,348
Seven & I Holdings (672 Shs)	12,116	12,116
Singapore Telecom (418 Shs)	12,314	12,314
Syngenta AG (42 Shs)	2,698	2,698
Taiwan Semiconductor (608 Shs)	13,607	13,607
Takeda Pharmaceutical Co (600 Shs)	12,445	12,445
Telefonica S A (1,037 Shs)	14,736	14,736
Tesco PLC (1,358 Shs)	11,808	11,808
Teva Pharm (274 Shs)	15,758	15,758
Tokio Marine Holding (486 Shs)	15,858	15,858
Tokyo Elec (507 Shs)	9,674	9,674
Total S.A. France (285 Shs)	14,592	14,592
Unilever PLC	16,394	16,394
Untd Overseas Bk (311 Shs)	11,498	11,498
Vinci SA (568 Shs)	7,694	7,694
Vodafone Group (211 Shs)	7,210	7,210
Zurich Ins Group (366 Shs)	11,419	11,419
Royal Dutch Shell (165 Shs)	11,046	11,046

- TIN:

TY 2014 InvestmentsGovtObligationsSch

Name:

David Kelby Johnson

Memorial Foundation

EIN: 47-1051277

Software ID:14000265

Software Version:2014v5.0

US Government Securities - End of Year Book Value:

847,991

US Government Securities - End of Year Fair Market Value:

847,991

State & Local Government Securities - End of Year Book Value:

State & Local Government Securities - End of Year Fair Market Value:

- TIN:

TY 2014 InvestmentsOtherSchedule2

Name:

David Kelby Johnson

Memorial Foundation

EIN: 47-1051277

Software ID:14000265

Software Version:2014v5.0

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
Accrued Interest	FMV	22,168	22,168
Centerpoint Energy Bond	FMV	22,688	22,688
CHAIT Bonds	FMV	79,272	79,272
Centerpoint Energy Bonds	FMV	63,377	63,377
SLMA	FMV	96,899	96,899
FNMA PL Bonds	FMV	218,978	218,978

- TIN:

TY 2014 OtherExpensesSchedule

Name:

David Kelby Johnson

Memorial Foundation

EIN: 47-1051277

Software ID:14000265

Software Version:2014v5.0

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Investment Advisory Fees		9,999

- TIN:

TY 2014 SubstantialContributorsSch

Name:

David Kelby Johnson

Memorial Foundation

EIN: 47-1051277

Software ID:14000265

Software Version:2014v5.0

Name	Address
Estate of Elizabeth A Johnson	560 East South Temple PL 101 Salt Lake City,UT841021143

- TIN:

TY 2014 TaxesSchedule

Name:

David Kelby Johnson

Memorial Foundation

EIN: 47-1051277

Software ID:14000265

Software Version:2014v5.0

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Foreign Dividend Withholding		218