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
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2018
Open to Public Inspection
For calendar year 2018, or tax year beginning 01-01-2018 , and ending 12-31-2018
Name of foundation
The Cynthia & George Mitchell Foundation
 
Number and street (or P.O. box number if mail is not delivered to street address)2700 Technology Forest Blvd
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
The Woodlands, TX77381
A Employer identification number

74-2170127
B Telephone number (see instructions)

(713) 377-5060
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$311,878,273J Accounting method:
 
(Part I, column (d) must be on cash basis.)
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) 160,217,893
2 Check bullet.............
3 Interest on savings and temporary cash investments 2,173 2,173  
4 Dividends and interest from securities... 4,208,644 4,208,644  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 -10,120,482
b Gross sales price for all assets on line 6a 64,583,876
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........ 154,308,228 4,210,817  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 222,316     222,316
14 Other employee salaries and wages...... 449,079     449,079
15 Pension plans, employee benefits....... 149,952     149,952
16a Legal fees (attach schedule)......... Click to see attachment 21,940     21,940
b Accounting fees (attach schedule)....... Click to see attachment 12,009 4,750   7,259
c Other professional fees (attach schedule).... Click to see attachment 1,314,734     1,314,734
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 78,767     1,267
19 Depreciation (attach schedule) and depletion... Click to see attachment 15,388    
20 Occupancy.............. 188,929     188,929
21 Travel, conferences, and meetings....... 161,753     161,753
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see list of attachments 1,415,689     1,315,299
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 4,030,556 4,750   3,832,528
25 Contributions, gifts, grants paid....... 4,600,511 4,600,511
26 Total expenses and disbursements. Add lines 24 and 25 8,631,067 4,750   8,433,039
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 145,677,161
b Net investment income (if negative, enter -0-) 4,206,067
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2018)
Form 990-PF (2018)
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............. 695,618 391,060 391,060
2 Savings and temporary cash investments......... 6,173,431 9,283,525 9,283,525
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) bullet150,000
Less: allowance for doubtful accounts bullet   150,000 Click to see attachment150,000 150,000
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 262,702,805 Click to see attachment507,676,318 289,103,008
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule)..........      
14 Land, buildings, and equipment: basis bullet3,430,487
Less: accumulated depreciation (attach schedule) bullet106,269 3,013,035 Click to see attachment3,324,218 3,324,218
15 Other assets (describe bullet) Click to see attachment26,007,769 Click to see attachment25,843,435 Click to see attachment9,626,462
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 298,742,658 546,668,556 311,878,273
Liabilities 17 Accounts payable and accrued expenses..........   13,526
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).........   13,526
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
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 bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds 298,742,658 546,655,030
30 Total net assets or fund balances (see instructions)..... 298,742,658 546,655,030
31 Total liabilities and net assets/fund balances (see instructions). 298,742,658 546,668,556
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
298,742,658
2
Enter amount from Part I, line 27a .....................
2
145,677,161
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
102,235,211
4
Add lines 1, 2, and 3 ..........................
4
546,655,030
5
Decreases not included in line 2 (itemize) bullet
5
 
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
546,655,030
Form 990-PF (2018)
Form 990-PF (2018)
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 Equipment disposal P 2018-01-01 2018-07-01
c
d
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 64,583,876   74,702,917 -10,119,041
b     1,441 -1,441
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       -10,119,041
b       -1,441
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 -10,120,482
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))
2017 10,638,790 222,643,317 0.04778
2016 12,122,795 114,048,652 0.10630
2015 17,067,106 84,688,866 0.20153
2014 16,879,386 86,251,518 0.19570
2013 16,771,031 89,022,637 0.18839
2
Total of line 1, column (d) .....................
2
0.739697
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......
3
0.147939
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
359,643,137
5
Multiply line 4 by line 3......................
5
53,205,246
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
42,061
7
Add lines 5 and 6........................
7
53,247,307
8
Enter qualifying distributions from Part XII, line 4,.............
8
8,760,927
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 (2018)
Form 990-PF (2018)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
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 84,121
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2........................... 3 84,121
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 84,121
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 75,059
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 60,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 135,059
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8  
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 50,938
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet50,938 RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
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)
    bulletTX
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2018 or the taxable year beginning in 2018? See the instructions for Part XIV.
    If "Yes," complete Part XIV .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    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 Click to see attachment.............
    11
    Yes
     
    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.cgmf.org
    14
    The books are in care ofbulletSpiros Vassilakis Telephone no.bullet (713) 377-5069

    Located atbullet2700 Technology Forest 260The WoodlandsTX ZIP+4bullet77381
    15
    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
    15
     
    16 At any time during calendar year 2018, 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 the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bullet  
    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 2018?.............
    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 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
    No
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2018 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 2018.)..................
    3b
     
    No
    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 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (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
     
    No
    .........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). Click to see attachment
    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
     
    No
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    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
    Carleton G Mitchell Chairman
    2.00     		0   148
    2700 Technology Forest 260
    The Woodlands,TX77381
    Katherine Lorenz President
    40.00     		196,500 24,066 214
    2700 Technology Forest 260
    The Woodlands,TX77381
    Adrienne Dreiss Ropp Vice President
    2.00     		0    
    2700 Technology Forest 260
    The Woodlands,TX77381
    Spiros Vassilakis Treasurer
    2.00     		0    
    2700 Technology Forest 260
    The Woodlands,TX77381
    Michelle Robinson Secretary
    1.00     		0    
    2700 Technology Forest 260
    The Woodlands,TX77381
    Meredith Heimburger Director
    0.50     		0    
    2700 Technology Forest 260
    The Woodlands,TX77381
    Sheridan Lorenz Director
    0.50     		0   198
    2700 Technology Forest 260
    The Woodlands,TX77381
    Alex Mitchell Director
    0.50     		1,000    
    2700 Technology Forest 260
    The Woodlands,TX77381
    B Greg Mitchell Director
    0.50     		0   2,437
    2700 Technology Forest 260
    The Woodlands,TX77381
    Graham Mitchell Director
    0.50     		750    
    2700 Technology Forest 260
    The Woodlands,TX77381
    G Scott Mitchell Director
    0.50     		0    
    2700 Technology Forest 260
    The Woodlands,TX77381
    J Kirk Mitchell Director
    0.50     		0    
    2700 Technology Forest 260
    The Woodlands,TX77381
    Mark D Mitchell Director
    0.50     		0   661
    2700 Technology Forest 260
    The Woodlands,TX77381
    M Kent Mitchell Director
    2.00     		0   2,082
    2700 Technology Forest 260
    The Woodlands,TX77381
    Sarah Mitchell Director
    0.50     		0   914
    2700 Technology Forest 260
    The Woodlands,TX77381
    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
    Marilu Hastings Sust Prog VP
    40.00     		215,262 23,852  
    PO Box 8937
    The Woodlands,TX77387
    Katherine C Lorenz Fdn President
    40.00     		205,083 40,833  
    PO Box 8937
    The Woodlands,TX77387
    Sarah L Richards Water Pgm Officer
    40.00     		125,066 21,430  
    PO Box 8937
    The Woodlands,TX77387
    Marita E Mirzatuny Sr Pgm Associate
    40.00     		52,937 9,801  
    PO Box 8937
    The Woodlands,TX77387
    Total number of other employees paid over $50,000...................bullet  
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    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
    Hudson Pacific LLC Strategic planning 225,609
    344 W 12th St
    New York,NY10014
    Ross Strategic Strategic dvlpmt 150,753
    1218 Third Avenue Suite 1207
    Seattle,WA98101
    Adamantine Energy LLC Energy consulting 135,968
    6229 Four Mile Canyon Dr
    Boulder,CO80302
    Gray Suit LLC Mktg communication 95,389
    PO Box 701
    Austin,TX78767
    Aust Office 1 LLC Leasehold imprvmt 185,603
    8310-1 N Capital of Texas Hwy
    Austin,TX78731
    Total number of others receiving over $50,000 for professional services.............bullet4
    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 Cooks Branch Conservancy, comprised of approximately 5,300 acres donated by the Mitchell family in 2011, promotes conservation ethics and demonstrates the resilience of nature in perpetuity, offering a rare glimpse into what a century of regeneration looks like in the East Texas Piney Woods. The transformation of the once clear-cut, overgrazed working ranch into an award-winning nature conservancy exemplifies extraordinary habitat management and wildlife conservation on private land.Heat and water stress associated with climate change is making forests more vulnerable throughout the world. Cooks Branch acts as a field laboratory for the study of such things as carbon flux, drought, ecosystem transition, biodiversity, and the effects of fire.The conservancy utilizes tools such as restoration timber harvests, prescribed burning, mechanical and chemical midstory control, invasive species eradication, and replanting in various combinations to meet specific habitat goals. Evidence of the im 1,208,986
    2 The Cynthia and George Mitchell Foundation is committed to clean energy in the state of Texas and supports strategic efforts that ensure that the state's growing demand for power is both minimized and met with the cleanest and water-leanest sources of electricity possible. The Clean Energy Program has three areas of focus: Enhancing Distributed Energy Resources (DERs); Catalyzing community-scale energy projects; and Reducing Industrial emissions.The foundation seeks to invest in initiatives that demonstrate a comprehensive understanding of Texass competitive electricity market structure and can leverage that knowledge to create innovative and effective energy policies that ensure reliability and resource adequacy while reducing the environmental and health impacts of power generation.To achieve its strategic goals, the Clean Energy Program supports:1. Efforts to bring an array of diverse communities to bear on clean energy policy issues;2. Policies, analysis, and innovative mechanisms 537,295
    3 The foundation focuses on improving the governance of shale development in addition to supporting efforts to reduce the negative environmental and community impacts of shale gas development.The unresolved challenges related to shale development and natural gas can be divided into two broad categories. The first set of questions involves natural gas as a fuel source, including to what extent fugitive methane emissions occur and how these emissions can be minimized and to what extent abundant natural gas displaces renewable energy and energy efficiency in electricity generation.The second set of questions involves the risk of impact from hydraulic fracturing and horizontal drilling to develop shale formations. These technologies have a distinct risk to the environment and communities, but these risks can be economically managed.The Shale Sustainability Program supports a number of solution-driven strategies, including:1. Examination of the interplay between federal, state, and local gove 493,116
    4 Consistent with the sustainability science approach that characterizes the foundations grantmaking, the Water Program aims to increase the scientific understanding of water issues in the state of Texas, which informs the design of effective policy approaches to ensure that the water quantity needs of the environment are met.To address these water management challenges and ensure adequate water supplies for the environment in Texas, the Water Programs resources are deployed to 1. Define the grand challenges of water management and the scientific, policy, and legal investigations necessary to address intractable questions; 2. Increase water conservation in major Texas cities through urban water conservation programs and utility business model reform; 3. Protect water resources in the Texas Hill Country through landowner engagement and a science-based identification of the most critical water resources; 4. Ensure adequate instream flows and freshwater inflows to bays and estuaries through 84,865
    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  
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 8
    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
    354,573,094
    b
    Average of monthly cash balances.......................
    1b
    10,546,842
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    365,119,936
    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
     
    3
    Subtract line 2 from line 1d.........................
    3
    365,119,936
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    5,476,799
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    359,643,137
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    17,982,157
    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.)
    1
    Minimum investment return from Part X, line 6....................
    1
    17,982,157
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    84,121
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
    1,045
    c
    Add lines 2a and 2b............................
    2c
    85,166
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    17,896,991
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    17,896,991
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    17,896,991
    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
    8,433,039
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
    327,888
    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
    8,760,927
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    8,760,927
    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 (2018)
    Form 990-PF (2018)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2017     		(c)
    2017     		(d)
    2018
    1 Distributable amount for 2018 from Part XI, line 7 17,896,991
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only.......  
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2018:
    a From 2013...... 12,534,383
    b From 2014...... 13,140,682
    c From 2015...... 13,126,385
    d From 2016...... 6,463,517
    e From 2017......  
    fTotal of lines 3a through e........ 45,264,967
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 8,760,927
    a Applied to 2017, 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 2018 distributable amount..... 8,760,927
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2018. 9,136,064 9,136,064
    (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 36,128,903
    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 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		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) .......     		 
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		3,398,319
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		32,730,584
    10 Analysis of line 9:
    a Excess from 2014.... 13,140,682
    b Excess from 2015.... 13,126,385
    c Excess from 2016.... 6,463,517
    d Excess from 2017....  
    e Excess from 2018....  
    Form 990-PF (2018)
    Form 990-PF (2018)
    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 2018, 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) 2018 (b) 2017 (c) 2016 (d) 2015
             
    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 foundation 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:
    The Cynthia George Mitchell Foundat
    wwwcgmforg
    The Woodlands,TX77381
    (713) 377-5060
    www.cgmf.org
    bThe form in which applications should be submitted and information and materials they should include:
    Grant inquiries and grant funding requests are made through the Foundation's website, www.cgmf.org.
    cAny submission deadlines:
    N/A
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    The Foundation accepts grant requests that focus on the following initiatives: water, clean energy, sustainability science, shale sustainability, and land conservation.
    Form 990-PF (2018)
    Form 990-PF (2018)
    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
    1894 Inc
    2020 Postoffice Street
    Galveston,TX77550     		N/A PC To support the Grand 1894 Opera House 7,500
    American Civil Liberties Union Fdn
    125 Broad St 18th Floor
    New York,NY10004     		N/A PC Protect the basic civil liberties of all people in the United States 12,000
    American Immigration Council
    1331 G Street Suite 200
    Washington,DC20005     		N/A PC For the 'Dilley Pro Bono Project' 25,000
    American YouthWorks
    1901 E Ben White Blvd
    Austin,TX78741     		N/A PC Empowering at-risk youth through education service and green jobs training 10,000
    Amigos de Korima
    PO Box 342
    Alpine,TX79831     		N/A PC To nurture young lives and minds 10,000
    Anglo-American Charitable Foundatio
    199 N Woodbury Avenue Suite 103
    Pitman,NJ08071     		N/A PC The Stephen Hawking Foundation 15,000
    Austin Film Society
    1901 East 51st Street
    Austin,TX78723     		N/A PC For sponsorship of the film 'Pahokee' 20,000
    Austin Theatre Alliance
    PO Box 1566
    Austin,TX78767     		N/A PC Sponsorship for Planet Texas 2050 at Paramount Theatre 10,000
    Austin Theatre Alliance
    PO Box 1566
    Austin,TX78767     		N/A PC Montopolis Productions presents The Legend of Big Bend 15,000
    Bayou District Foundation
    320 Julia St
    New Orleans,LA70130     		N/A PC To facilitte reconstruction and help residents break their cycle of poverty 500
    Broad Community Connections
    300 N Broad Street Suite 208
    New Orleans,LA70119     		N/A PC To revitalize Broad Street from Tulane Avenue to Bayou Road 500
    Cape Fear Community College Foundat
    411 N Front St
    Wilmington,NC28401     		N/A PC 2018 Sponsorship 1,000
    Cape Fear Community College Foundat
    411 N Front St
    Wilmington,NC28401     		N/A PC Construction Management and Sustainability Technologies scholarships 2018-2019 8,000
    Cape Fear River Watch
    617 Surrey St
    Wilmington,NC28401     		N/A PC To provide oversight and watchcare for the Cape Fear River 10,000
    Center For American Progress
    1333 H Street NW 10th Floor
    Washington,DC20005     		N/A PC To improve the lives of all Americans 12,000
    Charities Aid Foundation America
    225 Reinekers Lane Suite 375
    Alexandria,VA22314     		N/A PC To support the Tujatane Tongabezi Trust School in Livingston Zambia 20,000
    Westcave Outdoor Discovery Center
    24814 Hamilton Pool Rd
    Round Mountain,TX78663     		N/A PC Celebration of Children in Nature Awards 6,195
    The Academy of Medicine Eng Science
    3925 W Braker Ln Suite 3
    Austin,TX78759     		N/A PC Mary Beth Maddox Excellence Fund 1,000
    Chihuahuan Desert Research Institut
    PO Box 905
    Fort Davis,TX79734     		N/A PC Promote public awareness appreciation and concern for the natural diversity of the Chihuahuan 10,000
    Christine Alberts Swan Songs Inc
    PO Box 41475
    Austin,TX78704     		N/A PC Organize private concerts for individuals with a terminal illness 20,000
    Citizens for Responsibility and Eth
    455 Massachusetts Avenue NW
    Washington,DC20001     		N/A PC Support legal action to reduce influence of money in politics 20,000
    Clean Water Fund
    1444 Eye Street NW Suite 400
    Washington,DC20005     		N/A PC For a more climate resilient Austin: Integrating Water Forward and CodeNext 13,000
    Clifford Antone Foundation
    PO Box 6493
    Austin,TX78762     		N/A PC Lead efforts in our music community to help those in need 20,000
    Conspirare Inc
    505 E Huntland Dr Suite 155
    Austin,TX78752     		N/A PC To engage audiences in extraordinary musical experiences 2,500
    Consultative Group on Biological Di
    PO Box 29361
    San Francisco,CA94129     		N/A PC Climate and Energy Funders Group Membership and Support 5,000
    Cystic Fibrosis Foundation-Carolina
    7101 Creedmoor Road Suite 130
    Raleigh,NC27613     		N/A PC Pipeline To a Cure sponsorship 10,000
    Davidson College
    Box 7170
    Davidson,NC28035     		N/A PC Private liberal arts education 15,000
    Denali Foundation
    4265 San Felipe 1100
    Houston,TX77027     		N/A PC To preserve the artwork of Denali Schmidt and ongoing support for the expansion of the minds of young artists 2,500
    Duke University
    324 Blackwell Street
    Durham,NC27701     		N/A PC To implement the Internet of Water 50,000
    Environment Texas Research and Poli
    815 Brazos Suite 600
    Austin,TX78701     		N/A PC To expand the use of One Water solutions across Texas 25,000
    Environment Texas Research and Poli
    815 Brazos Suite 600
    Austin,TX78701     		N/A PC To expand rooftop solar across Texas 20,000
    Environmental Defense Fund Incorpor
    257 Park Avenue South
    New York,NY10010     		N/A PC To advance groundwater sustainability in Texas by shaping a groundwater advocacy strategy 100,000
    Environmental Integrity Project
    707 Rio Grande St Suite 200
    Austin,TX78701     		N/A PC To determine whether certain emisions from oil and gas production in the southern Permian Basin 15,000
    First Baptist Church
    PO Box 308
    Brackettville,TX78832     		N/A PC To love and minister to the people of Kinney County through community outreach 20,000
    Friends of South Louisiana Wetlands
    7910 Park Avenue
    Houma,LA70364     		N/A PC To revolutionize how we think teach and learn about Louisiana's disappearing coast 500
    George Mason University Foundation
    4400 University Drive
    Fairfax,VA22030     		N/A PC To build RepublicEn's capacity for long-term coalition investments in conservative climate education 50,000
    Global Fund For Children
    1411 K Street NW Suite 1200
    Washington,DC20005     		N/A PC For the Juliette Gimon Fund for Courageous Leadership 2,000
    Good Work Network
    2028 Oretha Castle Blvd
    New Orleans,LA70113     		N/A PC To serve as a catalyst for minority and women owned business success 500
    Guadalupe Neighborhood Development
    813 E 8th Street
    Austin,TX78702     		N/A PC Development and rehabilitation of high quality affordable housing for low to moderate income family 10,000
    Halo Trust USA Inc
    1730 Rhode Island Ave NW Suite 403
    Washington,DC20036     		N/A PC In honor of Bradley Tirpak 3,000
    Healthy Community Resources and Adv
    1855 Duels St
    New Orleans,LA70119     		N/A PC For human services 500
    Hill Country Alliance
    PO Box 151675
    Austin,TX78715     		N/A PC To build organizational capacity and leadership for long-term conservation of the Texas Hill Country 100,000
    Hill Country Alliance
    PO Box 151675
    Austin,TX78715     		N/A PC To launch a Network strategy to protect the land and water resources of the Texas Hill Country 100,000
    Hill Country Alliance
    PO Box 151675
    Austin,TX78715     		N/A PC To support a Hill Country delegation at the 2018 One Water Summit 7,000
    International Community Foundation
    2505 N Avenue
    National City,CA91950     		N/A PC Friends of Puente 25,000
    International Documentary Foundatio
    3470 Wilshire Blvd Suite 980
    Los Angeles,CA90010     		N/A PC To support the film titled 'Above It All' 20,000
    KickStart International Inc
    1385 Mission Street Suite 300
    San Francisco,CA94109     		N/A PC To help millions of people out of poverty 33,000
    Land Trust Alliance Inc
    1660 L Street NW Suite 1100
    Washington,DC20036     		N/A PC Texas Land Trust Advancement Initiative 37,000
    Liberty's Kitchen
    PO Box 19293
    New Orleans,LA70179     		N/A PC To invest in the potential of youth to create and achieve their vision of success 500
    Lincoln Institute of Land Policy
    113 Brattle Street
    Cambridge,MA02138     		N/A POF International Land Conservation Network 5,000
    Louisiana Homebuyer Education Colla
    4640 S Carrollton Ave Suite 160
    New Orleans,LA70119     		N/A PC To support organizations providing first-time homebuyers education financial literacy credit 500
    Marfa Education Foundation Inc
    PO Box 660
    Marfa,TX79843     		N/A PC To support and enhance the work of the Marfa Independent School District 10,000
    Marfa Live Arts
    PO Box 1365
    Marfa,TX79843     		N/A PC To engage a diverse community through the performing arts 10,000
    Marfa Studio of Arts Inc
    PO Box 1189
    Marfa,TX79843     		N/A PC Provide continuous year-round arts programming for children and young people in the Marfa Texa 15,000
    Media Matters for America
    PO Box 52155
    Washington,DC20091     		N/A PC Comprehensively monitor, analyze and correct conservative misinformation in the US media 12,000
    National Academy of Sciences
    500 Fifth Street NW NAS 206
    Washington,DC20001     		N/A GOV 2017 The Presidents' Circle 10,000
    National Academy of Sciences
    500 Fifth Street NW NAS 206
    Washington,DC20001     		N/A GOV 2018 The Presidents' Circle 10,000
    National Academy of Sciences
    500 Fifth Street NW NAS 206
    Washington,DC20001     		N/A GOV Strengthening Undergraduate and Graduate Sustainability Programs and Curricula 100,000
    National Center for Family Philanth
    1667 K Street NW Suite 550
    Washington,DC20006     		N/A PC To promote philanthropic values vision and excellence 15,000
    National Wildlife Federation Austin
    505 East Huntland Drive Suite 485
    Austin,TX78752     		N/A PC To sponsor an Austin delegation at the 2018 One Water Summit 7,000
    National Wildlife Federation Austin
    505 East Huntland Drive Suite 485
    Austin,TX78752     		N/A PC To develop a strategic plan for the Texas Living Waters Project 50,000
    National Wildlife Federation Austin
    505 East Huntland Drive Suite 485
    Austin,TX78752     		N/A PC For the protection of freshwater resources in Texas through the work of the Texas Living Water Project 100,000
    NOLA Business Alliance
    1250 Poydras St Suite 2150
    New Orleans,LA70113     		N/A PC To grow the job base and secure private investment for Orleans Parish 500
    Nonprofit Knowledge Works Inc
    1515 Poydras Street Suite 1240
    New Orleans,LA70112     		N/A PC To increase the effectivenes and efficiancy of the local and regional decision making community 500
    Old Central Cultural Center Inc
    PO Box 2111
    Galveston,TX77553     		N/A PC Juneteenth Celebration Activities 2,500
    Parks and Wildlife Foundation of Te
    2914 Swiss Ave
    Dallas,TX75204     		N/A PC Balmorhea pool repair 10,000
    Planned Parenthood Gulf Coast Inc
    4600 Gulf Freeway
    Houston,TX77023     		N/A PC To ensure the right and ability of all individuals to manage their sexual and reproductive health 4,733
    Profound Gentlemen Inc
    7715 Krefield Glen Drive 511
    Charlotte,NC28227     		N/A PC To build a community of male educators of color 10,000
    R Street Institute
    1050 17th Street NW Suite 1150
    Washington,DC20036     		N/A PC To promote and advance a conservative clean energy and environmental protection perspective 95,000
    Resources For The Future
    1616 P St NW
    Washington,DC20036     		N/A PC For white paper on industrial emissions 25,000
    Rocky Mountain Institute
    2490 Junction Place Suite 200
    Boulder,CO80301     		N/A PC Shine Texas: To continue to unlock the community-scale solar market to provide clean affordable electricity 150,000
    San Diego Children's Choir
    123 Camino de la Reina Suite 202 So
    San Diego,CA92108     		N/A PC Provide music education and performance experience to the youth of San Diego 17,000
    Save Our Springs Alliance Inc
    905 W Oltorf Suite A
    Austin,TX78704     		N/A PC Protect the Edwards Aquifer 30,000
    Save Our Springs Alliance Inc
    905 W Oltorf Suite A
    Austin,TX78704     		N/A PC For the 'Springs Trail Project' 20,000
    Sierra Club Foundation
    2101 Webster Street Suite 1250
    Oakland,CA94612     		N/A PC To advance a blueprint for clean energy for all in Texas 50,000
    Sierra Club Foundation
    2101 Webster Street Suite 1250
    Oakland,CA94612     		N/A PC To create a Clean Energy Scorecard 15,000
    SongwritingWithSoldiers
    901 S Mopac Expressway Suite 225
    Austin,TX78746     		N/A PC Transform lives through the process of collaborative songwriting 10,000
    State Innovation Exchange
    PO Box 260230
    Madison,WI53726     		N/A PC To support state legislators and the general public through providing educational resources 12,000
    Sul Ross State University
    PO Box C-21
    Alpine,TX79832     		N/A GOV To participate & collaboratively develop a work plan for the Trans-Pecos region of Texas 50,000
    Sul Ross State University
    SRSU Box C-71
    Alpine,TX79832     		N/A GOV Support for SRSU Center For Big Bend Studies 15,000
    Teach A Class
    619 Corbett Ave
    San Francisco,CA94114     		N/A PC For the O3 Schools Schoolinakit project 11,000
    Teach For America Charlotte
    5855 Executive Center Drive Suite 1
    Charlotte,NC28212     		N/A PC To enlist, develop and mobilize as many as possible of our nation's most promising future leaders 5,000
    Teach For America Charlotte
    5855 Executive Center Drive Suite 1
    Charlotte,NC28212     		N/A PC For educational equity and excellence 10,000
    Texas AM Foundation
    401 George Bush Dr
    College Station,TX77840     		N/A PC For the Mitchell Institute's Physics Enhancement Program-Summer school 55,000
    Texas AM Foundation
    401 George Bush Dr
    College Station,TX77840     		N/A PC TAMUG Sea Life Center 25,000
    Texas AM Foundation
    401 George Bush Dr
    College Station,TX77840     		N/A PC TAMUG Sea Camp 5,000
    Texas AM Foundation
    401 George Bush Dr
    College Station,TX77840     		N/A PC TAMUG George P Mitchell Society 5,000
    Texas AM Foundation
    401 George Bush Dr
    College Station,TX77840     		N/A PC For the MIFPA External Advisory Board mtg Oct '18 10,000
    Texas AM Foundation
    401 George Bush Dr
    College Station,TX77840     		N/A PC To support "The George P Mitchell Society" 5,000
    Texas AM University-Corpus Christi
    6300 Ocean Drive Unit 5869
    Corpus Christi,TX78412     		N/A GOV Planning grant to establish the Mitchell L. Mathis Program for Environmental Water Economics 20,000
    Texas Agricultural Land Trust
    PO Box 6152
    San Antonio,TX78209     		N/A PC To implement a comprehensive outreach and capacity-building initiative 83,000
    Texas Clean Energy Coalition
    327 Congress Ave Suite 450
    Austin,TX78701     		N/A POF To initiate planning for a long-term effort to embed conservation and clean energy 33,000
    Texas Clean Energy Coalition
    327 Congress Ave Suite 450
    Austin,TX78701     		N/A POF To amplify the 'Texas Story' of a market-driven transition to clean energy 350,000
    Texas Conservation Alliance
    PO Box 822554
    Dallas,TX75382     		N/A PC Shifting the Texas Water Paradigm 15,000
    Texas Dance Hall Preservation Inc
    3005 S Lamar Blvd Ste D-109 315
    Austin,TX78704     		N/A PC For saving historic Texas dance halls 5,000
    Texas Parks and Wildlife Department
    4200 Smith School Road
    Austin,TX78744     		N/A GOV Development of an Environmental Flow Information Toolkit (EFIT) 37,860
    Texas State University Development
    601 University Drive
    San Marcos,TX78666     		N/A PC The Wittliff Collections Renovation and Expansion project 10,000
    Texas State University Development
    601 University Drive
    San Marcos,TX78666     		N/A PC Strategic Development of the publication 'Texas+Water' 20,000
    Texas State University Development
    601 University Drive
    San Marcos,TX78666     		N/A PC Researching solutions to water challenges in Texas 205,000
    Texas Tribune Inc
    823 Congress Avenue Suite 1400
    Austin,TX78701     		N/A PC To provide coverage of water and energy issues in Texas 140,000
    Texas Water Foundation Inc
    PO Box 13252
    Austin,TX78711     		N/A PC To advance development of strategic and business plans for the Texas Water Foundation 150,000
    The Aspen Institute Inc
    1 Dupont Circle NW Suite 700
    Washington,DC20036     		N/A PC To develop recommendations to improve the governance of shale resource development and decision 100,500
    The Earth Genome
    1700 15th St NW
    Washington,DC20009     		N/A PC To expand decision support and facilitate impactful transactions that improve environmental flow 110,000
    The Greater New Orleans Foundation
    919 St Charles Ave
    New Orleans,LA70130     		N/A PC To create a thriving community for all 500
    The Jane Goodall Institute
    1595 Spring Hill Road Suite 550
    Vienna,VA22181     		N/A PC Preservation of great apes and their habitats 20,000
    The Nature Conservancy VA
    4245 N Fairfax Drive Suite 100
    Arlington,VA22203     		N/A PC Planning for Energy Sprawl in West Texas: to support scoping for comprehensive energy planning 36,251
    The Philanthropy Workshop Inc
    110 East 25th St
    New York,NY10010     		N/A PC To inspire, transform and catalyze a network of effective philanthropists 20,000
    The Shumla School Inc
    PO Box 627
    Comstock,TX78837     		N/A PC Preserving the Oldest 'Books' in North America 20,000
    The South Central Partnership for E
    3103 Bee Caves Road Suite 135
    Austin,TX78746     		N/A PC Advancing Energy Policy in Texas 75,000
    The Sumba Foundation
    107 Via Escorial
    San Clemente,CA92672     		N/A PC To support Sumba Foundation projects 3,000
    The Synergos Institute
    3 East 54th Street 14th Floor
    New York,NY10022     		N/A PC Global Philanthropists Circle 12/01/18-11/30/19 24,500
    Columbia University
    PO Box 29789
    New York,NY10087     		N/A PC For white paper on industrial emissions 25,000
    The University of Texas at Austin B
    101 E 27th Street Stop 5300
    Austin,TX78712     		N/A GOV To minimize adverse impacts on aquatic species habitats by optimizing water mgmt for shale oil 125,972
    The University of Texas at Austin E
    2275 Speedway Mail Code C9000
    Austin,TX78712     		N/A GOV To address Texas water resilience challenges-Texas Water Research Network 40,000
    The University of Texas at Austin K
    300 West Dean Keeton A0704
    Austin,TX78712     		N/A GOV Energy and environment reporting about and from West Texas 150,000
    The University of Texas at Austin
    204 E Dean Keeton Street MailStop C
    Austin,TX78712     		N/A GOV A Project Related to Integrating Sustainability into Higher Education 227,000
    The University of Texas Law School
    727 E Dean Keeton St
    Austin,TX78705     		N/A PC Provide assistance with the Alpine High Energy Project 50,000
    The University of Texas Law School
    727 E Dean Keeton St
    Austin,TX78705     		N/A PC Provide advisory role for the Greater Big Bend Region Energy Project 50,000
    The Woodlands Center for the Perfor
    2005 Lake Robbins Drive
    The Woodlands,TX77380     		N/A PC To educate encourage entertain and build commitment for the performing arts 25,000
    Trinity Edwards Springs Protection
    PO Box 160971
    Austin,TX78716     		N/A PC Sponsorship for TESPA Event Oct 2018 2,500
    Trustees of Boston University
    25 Buick Street Suite 200
    Boston,MA02215     		N/A PC Integrated Urban Water Management in Texas: Developing Future Solutions for the Lone Star State 130,000
    Truth Be Told
    PO Box 40221
    Austin,TX78704     		N/A PC Provides transformational tools for incarcerated women behind and beyond bars 30,000
    UC San Diego Foundation
    9500 Gilman Drive 0940
    La Jolla,CA92093     		N/A PC Integrative Oceanography Division at Scripps Institution of Oceanography 50,000
    United Way of Galveston Inc
    2200 Market St Suite 850
    Galveston,TX77550     		N/A PC For Galveston 2039 100,000
    University of Houston Foundation
    4543 Post Oak Place Dr Suite 250
    Houston,TX77027     		N/A PC To support hiring of a Strategic Planning Consultant 15,000
    University of Houston-Texas Music F
    120 School of Music Bldg
    Houston,TX77204     		N/A GOV 2018 Texas Music Festival 20,000
    Western States Water Council
    682 E Vine St
    Murray City,UT84107     		N/A GOV To accelerate the adoption and development cycle of the Water Data Exchange WaDE) data-sharing 50,000
    Whidbey Environmental Action Networ
    PO Box 53
    Langley,WA98260     		N/A PC For the restoration and preservation of Whidbey Island and Pacific Northwest 10,000
    Windward Fund
    1201 Connecticut Avenue NW Suite 30
    Washington,DC20036     		N/A PC To support Phase II of the Water Funder Initiative 100,000
    Working Families
    5855 Lehman Drive
    Colorado Springs,CO80918     		N/A PC Building progressive power to renew the American Dream 8,000
    Total .................................bullet 3a 4,600,511
    bApproved for future payment
    1894 Inc
    2020 Postoffice Street
    Galveston,TX77550     		N/A PC To support the Grand 1894 Opera House 7,500
    A Reason to Survive
    200 East 12th Street
    National City,CA91950     		N/A PC To provide and support creative arts programs that heal inspire amd empower youth 7,733
    All About Rabbits Rescue Inc
    110-11 Queens Blvd
    Forest Hills,NY11375     		N/A PC For the rescue of abandoned and neglected rabbits and their placement 10,000
    American Civil Liberties Union Fdn
    125 Broad St 18th Floor
    New York,NY10004     		N/A PC Protect the basic civil liberties of all people in the United States 10,000
    Artist Boat Inc
    2627 Ave O
    GalvestonTX,TX77550     		N/A PC To promote awareness and preservation of coastal margin and the marine environment 30,000
    Austin Film Society
    1901 East 51st Street
    Austin,TX78723     		N/A PC To educate the public by viewing films 2,500
    Austin Theatre Alliance
    PO Box 1566
    Austin,TX78767     		N/A PC Thirst for Power Documentary 6,000
    Brooke USA Inc
    2333 Alexandria Drive
    Lexington,KY40504     		N/A PC To support beasts of burden in 3rd world 15,000
    Cape Fear Equine Rescue
    PO Box 1034
    Rocky Point,NC28457     		N/A PC To save protect and rehabilitate equines in need 10,000
    Cape Fear River Watch
    617 Surrey St
    Wilmington,NC28401     		N/A PC To provide oversight and watchcare for the Cape Fear River 10,000
    Center For American Progress
    1333 H Street NW 10th Floor
    Washington,DC20005     		N/A PC To improve the lives of all Americans 10,000
    Charities Aid Foundation America
    225 Reinekers Lane Suite 375
    Alexandria,VA22314     		N/A PC To support the Tujatane Tongabezi Trust School in Livingston Zambia 20,000
    City Parks Foundation
    830 Fifth Ave
    New York,NY10065     		N/A PC For the NYC Parks Department 7,733
    Clifford Antone Foundation
    PO Box 6493
    Austin,TX78762     		N/A PC Lead efforts in our music community to help those in need 2,500
    Colorado River Alliance
    3625 Lake Austin Blvd
    Austin,TX78703     		N/A PC To support execution of the Colorado River Tour 3,000
    Cornell University
    1300 York Avenue Box 314
    New York,NY10065     		N/A PC For the Anne Moore Breast Cancer Research Fund 10,000
    Duke University
    324 Blackwell Street
    Durham,NC27701     		N/A PC Duke Children's Hospital "Jump For The Children" 25,000
    Duke University
    324 Blackwell Street
    Durham,NC27701     		N/A PC Surveying the Legal Landscape for Energy Development in the Trans-Pecos Region of Texas 100,000
    Ending Community Homelessness Coali
    300 E Highland Mall Blvd
    Austin,TX78752     		N/A PC To provide dynamic proactive leadership that engages policy makers and the community to end homelessness 10,000
    Environmental Defense Fund Incorpor
    257 Park Avenue South
    New York,NY10010     		N/A PC To provide an advocacy roadmap 100,000
    Environmental Defense Fund Incorpor
    257 Park Avenue South
    New York,NY10010     		N/A PC To balance energy environmental and public health considerations 160,000
    Feeding Texas
    1524 South IH-35 Suite 342
    Austin,TX78704     		N/A PC To provide a unified voice among food banks to end hunger in Texas 2,500
    Friends School of Wilmington Inc
    350 Pieffer Ave
    Wilmington,NC28409     		N/A PC To educate the whole child 5,000
    Galveston Urban Ministries
    905 43rd Street
    Galveston,TX77050     		N/A PC To develop holistic relationships to transform the community we love 8,665
    GiveDirectly Inc
    PO Box 3221
    New York,NY10008     		N/A PC Send money directly to the extreme poor 10,000
    Greater Houston Community Foundatio
    5120 Woodway Dr 6000
    Houston,TX77056     		N/A PC DAF to support the locally-managed marine areas in Fiji 35,733
    Happy Endings Animal Rescue Sanctua
    1326 Dove Meadow Rd
    Solvang,CA93463     		N/A PC To provide refuge to animals that would otherwise be euthanized 10,000
    Hearing the Homeless
    14811 Huebner Rd Apt 2121
    San Antonio,TX78231     		N/A PC Seeks to humanize homelessness 2,500
    Hill Country Alliance
    PO Box 151675
    Austin,TX78715     		N/A PC To evaluate and make recommendations to improve Texas Hill Country Conservation Network's readiness 25,000
    HITS Theatre
    311 W 18th Street
    Houston,TX77088     		N/A PC To educate train and inspire students by providing a professional-level performing arts education 25,665
    Hope From Helen Inc
    PO Box 187
    Wrightsville Beach,NC28480     		N/A PC Support for local and global organization dedicated to health education animal welfare environment 5,000
    Horatio Alger Association
    99 Canal Center Plaza Suite 320
    Alexandria,VA22314     		N/A PC For educational scholarships 20,000
    Horses N Heroes of Marion County In
    12680 North US Highway 441
    Citra,FL32113     		N/A PC For providing an equine learning and mentoring experience for young girls 10,000
    KickStart International Inc
    1385 Mission Street Suite 300
    San Francisco,CA94109     		N/A PC To help millions of people out of poverty 50,000
    Museum of Contemporary Art San Dieg
    700 Prospect Street
    La Jolla,CA92037     		N/A PC For the Teen Advisory Group 10,000
    Museum of Photographic Arts
    1649 El Prado
    San Diego,CA92101     		N/A PC For Youth camps and workshops 5,000
    National Immigration Law Center
    3420 Wilshire Blvd 108-62
    Los Angeles,CA90010     		N/A PC To defend and advance the rights of low-income immigrants 10,000
    New York University
    PO Box 29303
    New York,NY10117     		N/A PC For MA student scholarships 5,000
    Nile Sisters Development Initiative
    5532 El Cajon Boulevard Suite 5
    San Diego,CA92115     		N/A PC To educate support and offer training to refugee and immigrant women and their families 15,000
    North Carolina Veterinary Medical F
    1060 William Moore Drive
    Raleigh,NC27607     		N/A PC For the 'Gallop of Honor' 15,000
    Oceanic Preservation Society
    336 Bon Air Center 384
    Greenbrae,CA94904     		N/A PC To expose complex global environmental issues and promote advocacy 5,665
    Old Baldy Foundation
    PO Box 3007
    Bald Head Island,NC28461     		N/A PC Fresnel Lens project 40,000
    Our Heroes Inc
    1757 Clemmons Rd SE
    Bolivia,NC28422     		N/A PC To support Eastern NC Equine Emergency Assistance 5,000
    Pacific Institute
    654 13th St
    Oakland,CA94612     		N/A PC Achieving Multiple Benefits through water management in Austin 25,000
    Pennsylvania Hunt Cup Committee
    PO Box 100
    Unionville,PA19375     		N/A PC To raise money for local charities 5,000
    Planned Parenthood Gulf Coast Inc
    4600 Gulf Freeway
    Houston,TX77023     		N/A PC To ensure the right and ability of all individuals to manage their sexual and reproductive health 5,000
    Planned Parenthood of the Pacific S
    1075 Camino Del Rio South
    San Diego,CA92108     		N/A PC To ensure broad public access to reproductive health care through direct service education 15,000
    Plant Chicago NFP
    1400 W 46th St
    Chicago,IL60609     		N/A PC To cultivate local circular economies 2,733
    San Diego Companion Rabbit Society
    4807 Mercury Street Suite A
    San Diego,CA92111     		N/A PC Rescue abandoned domestic rabbits and find them new homes 10,000
    San Diego Humane Society and SPCA
    5500 Gaines St
    San Diego,CA92110     		N/A PC For the Wildlife Project 5,000
    Sand County Foundation Inc
    131 W Wilson Street
    Madison,WI53703     		N/A PC Leopold Conservation Award Texas 10,000
    Santa Barbara Wildlife Care Network
    PO Box 6594
    Santa Barbara,CA93160     		N/A PC For the Capital Campaign 15,000
    Sea Shepherd Conservation Society
    PO Box 8628
    Alexandria,VA22306     		N/A PC For the Shark program in Galapagos 10,000
    Sea Turtle Conservancy
    4424 NW 13th Street Suite B-11
    Gainesville,FL32606     		N/A PC To ensure the survival of sea turtles within the Caribbean Atlantic and Pacific 5,000
    Skywatch Bird Rescue Inc
    3600 Lynn Ave
    Castle Hayne,NC28429     		N/A PC To raise public awareness through education 15,000
    Surfrider Foundation
    PO Box 6010
    San Clemente,CA92674     		N/A PC For the Cape Fear Chapter 5,000
    Texas AM Foundation
    401 George Bush Dr College Station
    College Station,TX77840     		N/A PC TAMUG Sea Life Center 50,000
    Texas AM Foundation
    401 George Bush Dr College Station
    College Station,TX77840     		N/A PC TAMUG Sea Camp 10,000
    Texas AM Foundation
    401 George Bush Dr College Station
    College Station,TX77840     		N/A PC TAMUG George P Mitchell Society 10,000
    Texas AM Foundation College Station
    401 George Bush Dr
    College Station,TX77840     		N/A PC For Mitchell Institute for Fundamental Physics and Astronomy 80,000
    Texas Agricultural Land Trust
    PO Box 6152
    San Antonio,TX78209     		N/A PC Landowner outreach and advocacy efforts in the Greater Big Bend/Trans-Pecos region 112,000
    Texas Water Foundation Inc
    PO Box 13252
    Austin,TX78711     		N/A PC To extend organizational capacity during transition period 25,000
    The Busch Wildlife Sanctuary Inc
    2500 Jupiter Park Dr
    Jupiter,FL33458     		N/A PC For the protection and conservation of Florida's wildlife and natural resources 15,000
    The Cajun Navy Relief Inc
    PO Box 791632
    New Orleans,LA70179     		N/A PC For the rescue boat kits 10,000
    The Nature Conservancy VA
    4245 N Fairfax Drive Suite 100
    Arlington,VA22203     		N/A PC For planning for Energy Sprawl in West Texas: to support scoping for comprehensive energy planning 36,251
    The University of Texas at Austin
    204 E Dean Keeton Street MailStop C
    Austin,TX78712     		N/A GOV Projects related to the Nexus of Food Land Energy and Water 95,000
    The University of Texas at Austin E
    2275 Speedway Mail Code C9000
    Austin,TX78712     		N/A GOV A project related to Integrating Sustainability into Higher Education 150,000
    Thorne Ecological Institute
    PO Box 19107
    Boulder,CO80308     		N/A PC Connecting youth to nature 74,666
    Trans Lifeline
    101 Broadway Suite 311
    Oakland,CA94607     		N/A PC For offering direct emotional and financial support to trans people in crisis 15,000
    Trinity Edwards Springs Protection
    PO Box 160971
    Austin,TX78716     		N/A PC To protect the Trinity and Edwards aquifers and the property rights of landowners 5,000
    Turtle Survival Alliance
    1989 Colonial Parkway
    Fort Worth,TX76110     		N/A PC To transform passion for turtles into effective conservation action 10,000
    United Way of Galveston Inc
    2200 Market St Suite 850
    Galveston,TX77550     		N/A PC For Vision Galveston 130,000
    University of Houston Foundation
    4543 Post Oak Place Dr Suite 250
    Houston,TX77027     		N/A PC To support hiring of a Strategic Planning Consultant 5,000
    University of Houston-Texas Music F
    120 School of Music Bldg
    Houston,TX77204     		N/A GOV For the Texas Music Festival 40,000
    University of North Carolina Wilmin
    601 South College Road
    Wilmington,NC28403     		N/A GOV The Village of BHI / Southport HS Scholarship 20,000
    Whidbey Environmental Action Networ
    PO Box 53
    Langley,WA98260     		N/A PC For the restoration and preservation of Whidbey Island and Pacific Northwest 20,000
    Wilderness Workshop
    PO Box 1442
    Carbondale,CO81623     		N/A PC Protect and conserve the wilderness and natural resources 74,666
    Women Inspirit Inc
    1800 Pecan Lake Dr
    Richmond,TX77406     		N/A PC For empowering women through education and opportunities 10,000
    World Wildlife Fund Inc
    1250 24th St NW
    Washington,DC20037     		N/A PC To protect the future of nature 5,000
    YMCA of Wilmington Inc
    2710 Market Street
    Wilmington,NC28403     		N/A PC Support Christian principles through programs that build a healthy spirit mind and body for all 10,000
    Total .................................bullet 3b 2,018,010
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3 Interest on savings and temporary cash
    investments ...........     		    14 2,173  
    4 Dividends and interest from securities....     14 4,208,644  
    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 -10,120,482  
    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)..   -5,909,665  
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    -5,909,665
    (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 (2018)
    Form 990-PF (2018)
    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) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    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) (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 name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2018)
    Additional Data


    Software ID: 18007218
    Software Version: 2018v3.1


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors

    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Go to www.irs.gov/Form990 for the latest information.
    OMB No. 1545-0047
    2018
    Name of the organization
    The Cynthia & George Mitchell Foundation
     
    Employer identification number

    74-2170127
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ






    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......... Arrow Bullet $  
    Caution. An organization that isn't covered by the General Rule and/or the Special Rules doesn't 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 doesn't 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) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018) Page 2
    Name of organization
    The Cynthia & George Mitchell Foundation
          		Employer identification number
    74-2170127
    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
    Mitchell Marital Ded Nonexempt Tr  
    2700 Technology Forest 260
     
    The Woodlands, TX77381

    		$ 160,025,552


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    2
    Mitchell NonQTIP Marital Ded Ex Tr  
    2700 Technology Forest 260
     
    The Woodlands, TX77381

    		$ 112,170


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    3
    Mitchell Marital Ded Exempt Tr  
    2700 Technology Forest 260
     
    The Woodlands, TX77381

    		$ 80,172


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

    		$  


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

    		$  


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

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 3
    Name of organization
    The Cynthia & George Mitchell Foundation
          		Employer identification number

    74-2170127
    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
    		 Securities - Publicly traded $ 149,803,959 2018-01-01
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
    2
    		 4,015 shs DVN $ 112,159 2018-12-07
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
    3
    		 2,851 shs DVN $ 79,643 2018-12-07
    (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) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 4
    Name of organization
    The Cynthia & George Mitchell Foundation
          		Employer identification number

    74-2170127
    Part III
    Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

    Additional Data


    Software ID: 18007218
    Software Version: 2018v3.1

    TY 2018 AccountingFeesSchedule
    Name:
    The Cynthia & George Mitchell Foundation
    EIN:
    74-2170127
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DCA CBC accounting 2,509 0 0 2,509
    Tax compliance 9,500 4,750 0 4,750

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

    TY 2018 DepreciationSchedule
    Name:
    The Cynthia & George Mitchell Foundation
    EIN:
    74-2170127
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included
    Computer and electronics 2013-01-01 54,496 21,841 200DB 5.0000 2,710      
    Furniture and fixtures 2013-01-01 174,721 29,194 200DB 7.0000 9,755      
    Website 2015-01-01 43,841 8,993 SL 15.0000 2,923      

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

    TY 2018 ExpenditureResponsibilityStmt
    Name:
    The Cynthia & George Mitchell Foundation
    EIN:
    74-2170127
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Grantee's Name Grantee's Address Grant Date Grant Amount Grant Purpose Amount Expended By Grantee Any Diversion By Grantee? Dates of Reports By Grantee Date of Verification Results of Verification
    Texas Clean Energy Coalition 327 Congress Ave Ste 450
    Austin,TX78701     		2018-10-01 350,000 To amplify the market-driven transition to clean energy 349,960 No 7/1/19 2019-07-01 The grantor has no reason to doubt the accuracy or reliability of the report from the grantee; therefore, no independent verification of the report was made.
    Texas Clean Energy Coalition 327 Congress Ave Ste 450
    Austin,TX78701     		2018-01-01 33,000 To initiate planning to embed conservation and clean energt 33,000 No 7/1/19 2019-07-01 The grantor has no reason to doubt the accuracy or reliability of the report from the grantee; therefore, no independent verification of the report was made.
    Texas Clean Energy Coalition 327 Congress Ave Ste 450
    Austin,TX78701     		2017-04-01 375,000 To support the market-driven transition to clean energy 375,000 No 4/2/18, 7/1/19 2019-07-01 The grantor has no reason to doubt the accuracy or reliability of the report from the grantee; therefore, no independent verification of the report was made.
    Lincoln Institute of Land Policy 113 Brattle Street
    Cambridge,MA02138     		2018-03-09 5,000 International Land Conservation Network 5,000 No 9/13/2019 2019-09-13 The grantor has no reason to doubt the accuracy or reliability of the report from the grantee; therefore, no independent verification of the report was made.

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    The Cynthia & George Mitchell Foundation
    EIN:
    74-2170127
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Name of Stock End of Year Book Value End of Year Fair Market Value
    147,050 shs AMLP 2,101,478 1,283,747
    6,800,954 shs DVN 369,014,218 153,293,503
    95,791 shs DVY 8,834,386 8,555,094
    63,480 shs IWM 9,308,454 8,499,972
    34,616 shs JNK 1,221,953 1,162,751
    26,142 shs MDY 8,979,210 7,912,399
    170,123 shs PGX 2,500,788 2,291,557
    112,196 shs QQQ 14,379,970 17,307,354
    53,766 shs SPY 14,198,407 13,437,199
    42.035 shs VNQ 3,551,409 3,134,550
    127,612 shs XLB 6,624,055 6,446,958
    11,198 shs XLE 999,885 642,205
    263,895 shs XLF 6,249,325 6,285,979
    139,472 shs XLI 9,199,808 8,983,392
    127,238 shs XLK 7,222,307 7,886,211
    88,410 shs XLP 4,559,249 4,489,460
    74,256 shs XLU 3,634,018 3,929,628
    148,021 shs XLV 12,460,737 12,805,297
    105,246 shs XLY 9,891,171 10,420,406
    62,874 shs SPLV 3,077,915 2,933,072
    3,300 shs DIA 881,223 769,560
    92,442 shs XBI 8,786,352 6,632,714

    TY 2018 LandEtcSchedule2
    Name:
    The Cynthia & George Mitchell Foundation
    EIN:
    74-2170127
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    Furniture and Fixtures 130,779 51,388 79,391 79,391
    Machinery and Equipment 94,597 42,965 51,632 51,632
    Improvements 173,230   173,230 173,230
    Land 2,975,543   2,975,543 2,975,543
    Miscellaneous 56,338 11,916 44,422 44,422


    TY 2018 LegalFeesSchedule
    Name:
    The Cynthia & George Mitchell Foundation
    EIN:
    74-2170127
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    HR and other consulting matters 21,940 0 0 21,940


    TY 2018 OtherAssetsSchedule
    Name:
    The Cynthia & George Mitchell Foundation
    EIN:
    74-2170127
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    Conservancy Management LLC 81,245 80,697 81,542
    Cook's Branch Conservancy LP 25,923,392 25,762,738 9,544,920


    TY 2018 OtherExpensesSchedule
    Name:
    The Cynthia & George Mitchell Foundation
    EIN:
    74-2170127
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Amortization expense 12,374      
    DCA - CBC habitat/environmental 451,469     451,469
    DCA - CBC insurance 25,502     25,502
    DCA - CBC property management 455,485     455,485
    DCA - CBC repairs and maintenance 230,706     230,706
    DCA - CBC supplies/G&A 35,740     35,740
    Dues/memberships 13,100     13,100
    Insurance 12,174     12,174
    Office expense 38,327     38,327
    Passthrough depr/amort - CBC 88,016      
    Postage/delivery 5,582     5,582
    Repairs and maintenance 10,166     10,166
    Subscriptions 15,170     15,170
    Telephone 13,286     13,286
    Training/seminars/video conference 8,592     8,592


    TY 2018 OtherIncreasesSchedule
    Name:
    The Cynthia & George Mitchell Foundation
    EIN:
    74-2170127
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Description Amount
    Adjustment to basis in stock received from estate 2,989,018
    Difference between book and FMV of donated securities 99,246,193


    TY 2018 OtherNotesLoansRcvblShortSch2
    Name:
    The Cynthia & George Mitchell Foundation
    EIN:
    74-2170127
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Name of 501(c)(3) Organization Balance Due
    Texas Parks and Wildlife Fdn
          		150,000


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    The Cynthia & George Mitchell Foundation
    EIN:
    74-2170127
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Communications/outreach 155,281 0 0 155,281
    DCA - CBC other professional fees 7,575 0 0 7,575
    Habitat/environmental research 90,028 0 0 90,028
    Philanthropic consulting fees 894,527 0 0 894,527
    Propery mamagement fees 39,165 0 0 39,165
    Public info/website fees 10,753 0 0 10,753
    Staffing, recruiting & other svcs 117,405 0 0 117,405


    TY 2018 TaxesSchedule
    Name:
    The Cynthia & George Mitchell Foundation
    EIN:
    74-2170127
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Ad valorem tax 1,267     1,267
    Excise tax 77,500      


    TY 2018 TransfersToControlledEntities
    Name:
    The Cynthia & George Mitchell Foundation
    EIN:
    74-2170127
    Software ID:
    18007218
    Software Version:
    2018v3.1
    Name US /
    Foreign Address    		 EIN Description Amount
    Cooks Branch Conservancy LP 2700 Technology Forest Blvd 260
    The Woodlands,TX77381     		74-2170127 Contribution to partnership, a direct charitable activity of the foundation, for operating expenses. 1,135,800
    Total     1,135,800