Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
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 HUNTSMAN FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)500 HUNTSMAN WAY
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
SALT LAKE CITY, UT84108
A Employer identification number

74-2521914
B Telephone number (see instructions)

(801) 584-5700
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$560,897,379J 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) 281,034
2 Check bullet.............
3 Interest on savings and temporary cash investments 519,878 519,878  
4 Dividends and interest from securities... 10,718,905 10,718,905  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 293,425
b Gross sales price for all assets on line 6a 5,662,264
7 Capital gain net income (from Part IV, line 2)... 5,955,689
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)....... Click to see attachment 29,743,146 -135,205  
12 Total. Add lines 1 through 11........ 41,556,388 17,059,267  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 313,792 0   313,792
14 Other employee salaries and wages...... 242,325 0   242,325
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule)......... Click to see attachment 65,085 0   65,085
b Accounting fees (attach schedule)....... Click to see attachment 32,925 0   32,925
c Other professional fees (attach schedule).... Click to see attachment 100,000 0   100,000
17 Interest............... 3,553,811 0   604,148
18 Taxes (attach schedule) (see instructions)... Click to see attachment 2,786,158 281,831   75
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 399,854 1,033,555   79,297
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 7,493,950 1,315,386   1,437,647
25 Contributions, gifts, grants paid....... 30,296,993 26,536,993
26 Total expenses and disbursements. Add lines 24 and 25 37,790,943 1,315,386   27,974,640
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 3,765,445
b Net investment income (if negative, enter -0-) 15,743,881
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............. 31,900,851 2,719,960 2,719,960
2 Savings and temporary cash investments......... 74,141,384 8,545,589 8,545,589
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet   291,065    
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) bullet620,000
Less: allowance for doubtful accounts bullet0 620,000 620,000 620,000
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)....... 478,117,630 Click to see attachment299,600,782 299,600,782
c Investments—corporate bonds (attach schedule)....... 0 Click to see attachment35,560,984 35,560,984
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 189,795,862 Click to see attachment213,850,064 213,850,064
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 774,866,792 560,897,379 560,897,379
Liabilities 17 Accounts payable and accrued expenses.......... 22,000 35,031
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)...... 120,000,000 120,000,000
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 120,022,000 120,035,031
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........ 0 0
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 654,844,792 440,862,348
30 Total net assets or fund balances (see instructions)..... 654,844,792 440,862,348
31 Total liabilities and net assets/fund balances (see instructions). 774,866,792 560,897,379
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
654,844,792
2
Enter amount from Part I, line 27a .....................
2
3,765,445
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
658,610,237
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
217,747,889
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
440,862,348
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 PORTFOLIO GAINS P    
b PARTNERSHIP GAINS P    
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       293,425
b 5,662,264     5,662,264
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       293,425
b       5,662,264
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 5,955,689
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      
2016      
2015      
2014      
2013      
2
Total of line 1, column (d) .....................
2
 
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......
3
 
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
 
5
Multiply line 4 by line 3......................
5
 
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
 
7
Add lines 5 and 6........................
7
 
8
Enter qualifying distributions from Part XII, line 4,.............
8
 
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.
Form 990-PF (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 1 314,878
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 314,878
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 314,878
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 435,817
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 100,000
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 535,817
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 0
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 10 220,939
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet220,939 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletUT
    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 .............
    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 instructionsClick to see attachment.................
    12
    Yes
     
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletN/A
    14
    The books are in care ofbulletTOM MUIR Telephone no.bullet (801) 584-5700

    Located atbullet500 HUNTSMAN WAYSLCUT ZIP+4bullet84108
    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 bullet2017, 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
    Yes
     
    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
     
     
    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
    JON M HUNTSMAN DOD 2218 PRESIDENT
    1.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    KAREN H HUNTSMAN CHAIR/DIRECTOR
    1.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    CHRISTENA DURHAM EVP/DIRECTOR
    1.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    PAUL C HUNTSMAN EVP/DIRECTOR
    20.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    JAMES H HUNTSMAN DIRECTOR
    1.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    JENNIFER H PARKIN EVP/DIRECTOR
    1.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    CHRISTOPHER HUFFMAN THRU 112 DIRECTOR
    1.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    J KIMO ESPLIN THRU 112 DIRECTOR/TREAS
    1.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    DAVID H HUNTSMAN PRESIDENT/COO/DIR
    20.00     		313,792 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    MARY ANNE HUNTSMAN FROM 112 DIRECTOR
    1.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    PETER R HUNTSMAN FROM 112 CEO/DIRECTOR
    1.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    CHRISTOPHER H HUFFMAN FROM 112 DIRECTOR
    1.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    MARK H HUNTSMAN HONORARY DIRECTOR
    1.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    THOMAS E MUIR VP, CFO, TREASURER
    20.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    RONALD G MOFFITT SECRETARY
    1.00     		0 0 0
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108
    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
    THOMAS E MUIR TREASURER
    40.00     		171,950 0 0
    1097 CRESTVIEW CIRCLE
    SALT LAKE CITY,UT84108
    Total number of other employees paid over $50,000...................bullet 0
    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
    PRESCOTT CONSULTING CONSULTING 100,000
    820 SUNRISE CIRCLE
    CENTERVILLE,UT84014
    STOEL RIVERS LLP LEGAL 65,085
    201 SOUTH MAIN STREET SUITE 1100
    SALT LAKE CITY,UT84111
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    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.........................bullet0
    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
    453,567,383
    b
    Average of monthly cash balances.......................
    1b
    46,409,052
    c
    Fair market value of all other assets (see instructions)................
    1c
    114,870,064
    d
    Total (add lines 1a, b, and c).........................
    1d
    614,846,499
    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
    49,500,000
    3
    Subtract line 2 from line 1d.........................
    3
    565,346,499
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    8,480,197
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    556,866,302
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    27,843,315
    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
    27,843,315
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    314,878
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
    268,543
    c
    Add lines 2a and 2b............................
    2c
    583,421
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    27,259,894
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    27,259,894
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    27,259,894
    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
    27,974,640
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    27,974,640
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    27,974,640
    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 27,259,894
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 28,642,300
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013......  
    b From 2014......  
    c From 2015......  
    d From 2016......  
    e From 2017......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 27,974,640
    a Applied to 2017, but not more than line 2a 27,974,640
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		Click to see attachment0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		Click to see attachment0
    d Applied to 2018 distributable amount..... 0
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2018. 0 0
    (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 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		667,660
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		27,259,894
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    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).)
    JON M HUNTSMAN DOD 2218
    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 email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (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
    AMERICAN CANCER SOCIETY'S HOPE LODGE
    375 EAST 100 SOUTH
    SALT LAKE CITY,UT84111     		NONE PC GENERAL SUPPORT 50,000
    AMERICAN INDIAN SERVICES
    3115 EAST LION LANE SUITE 320
    COTTONWOOD HEIGHTS,UT84121     		NONE PC GENERAL SUPPORT 10,000
    ARTHRITIS FOUNDATION
    5320 SOUTH 900 EAST SUITE 100
    SALT LAKE CITY,UT84117     		NONE PC GENERAL SUPPORT 2,000
    BALLET WEST
    52 WEST 200 SOUTH
    SALT LAKE CITY,UT84101     		NONE PC GENERAL SUPPORT 50,000
    BARLOW BALLET THEATRE
    261 SOUTH 1350 EAST STREET
    LEHI,UT84043     		NONE PC GENERAL SUPPORT 5,000
    BYU MELVIN J BALLARD CENTER
    D-346 ASB
    PROVO,UT84602     		NONE PC GENERAL SUPPORT 100,000
    CACHE VALLEY FOR HOPE CANCER FOUNDATION
    135 SOUTH MAIN
    LOGAN,UT84321     		NONE PC GENERAL SUPPORT 50,000
    CARDIOVASCULAR FOUNDATION OF SE TEXAS
    2680 MCFADDIN STREET
    BEAUMONT,TX77702     		NONE PC GENERAL SUPPORT 30,000
    CARNEGIE HALL
    881 SEVENTH AVENUE
    NEW YORK,NY10019     		NONE PC GENERAL SUPPORT 50,000
    CATHOLIC COMMUNITY SERVICES
    745 EAST 300 SOUTH
    SALT LAKE CITY,UT84102     		NONE PC GENERAL SUPPORT 255,000
    CITY OF BLACKFOOTBINGHAM MAYRL SCHOLARS
    157 NORTH BROADWAY
    BLACKFOOT,ID83221     		NONE PC GENERAL SUPPORT 10,000
    CYSTIC FIBROSIS FOUNDATION
    455 E 500 SOUTH STREET 308
    SALT LAKE CITY,UT84111     		NONE PC GENERAL SUPPORT 25,000
    ENCIRCLE FAMILY AND YOUTH RESOURCE CENTER
    91 WEST 200 SOUTH
    PROVO,UT84601     		NONE PC GENERAL SUPPORT 20,000
    ENVISION UTAHCOALITION FOR UTAH'S FUTURE
    254 SOUTH 600 EAST NUMBER 201
    SALT LAKE CITY,UT84102     		NONE PC GENERAL SUPPORT 2,500
    EQUALITY UTAH
    175 WEST 200 SOUTH SUITE 1004
    SALT LAKE CITY,UT84101     		NONE PC GENERAL SUPPORT 30,000
    GIFTED MUSIC SCHOOL OF UTAH
    150 SOUTH 1000 EAST NUMBER 200
    SALT LAKE CITY,UT84124     		NONE PC GENERAL SUPPORT 33,000
    GREEK ORTHODOX CHURCH
    246 WEST BROADWAY
    SALT LAKE CITY,UT84104     		NONE PC GENERAL SUPPORT 5,000
    HALE CENTRE THEATRE
    3333 SOUTH DECKER LAKE DRIVE
    WEST VALLEY CITY,UT84119     		NONE PC GENERAL SUPPORT 400,000
    HUNTSMAN AWARDS FOR EXCELLENCE IN EDUCATION
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108     		NONE PC GENERAL SUPPORT 11,000
    HUNTSMAN CANCER FOUNDATION
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108     		NONE PC GENERAL SUPPORT 417,652
    IDAHO STATE UNIVERSITY FOUNDATION
    CAMPUS BOX 8265
    POCATELLO,ID83209     		NONE PC GENERAL SUPPORT 200,000
    JARED PRESCOTT MASCARENE ISLANDS CHARITABLE TRUST
    3255 WEST HIGH SCHOOL ROAD
    JACKSON,WY83002     		NONE PC GENERAL SUPPORT 50,000
    JMH FAMILY COMMUNITY TRUST
    1611 NORTHWEST 12TH AVENUE
    MIAMI,FL33136     		NONE PC GENERAL SUPPORT 1,000,000
    JUVENILE DIABETES FOUNDATION
    1995 WEST 900 SOUTH
    WEST JORDAN,UT84088     		NONE PC GENERAL SUPPORT 50,000
    LARRY H MILLER CHARITIES
    9350 SOUTH 150 EAST SUITE 1000
    SANDY,UT84070     		NONE PC GENERAL SUPPORT 30,000
    MARQUETTE UNIVERSITYMAJERUS SCHOLARSHIP
    1250 WEST WISCONSIN AVENUE
    MILWAUKEE,WI53233     		NONE PC GENERAL SUPPORT 100,000
    NATIONAL ABILITY CENTER
    1000 ABILITY WAY
    PARK CITY,UT84060     		NONE PC GENERAL SUPPORT 550,000
    NATIONAL MULTIPLE SCLEROSIS
    396 WEST IRONWOOD DRIVE
    SALT LAKE CITY,UT84115     		NONE PC GENERAL SUPPORT 25,000
    NEIGHBORHOOD HOUSE ASSOCIATION
    1050 WEST 500 SOUTH
    SALT LAKE CITY,UT84104     		NONE PC GENERAL SUPPORT 25,000
    OLSON-HUNTSMAN VISION FOUNDATION
    500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108     		NONE PC GENERAL SUPPORT 3,760,000
    OPERATION HERO
    3804 NORTH STONE GULLEY
    MESA,AZ85207     		NONE PC GENERAL SUPPORT 2,500
    OUELESSEBOUGOU ALLIANCE
    525 EAST 4500 SOUTH
    SALT LAKE CITY,UT84107     		NONE PC GENERAL SUPPORT 2,500
    PRATHAM USA
    9703 RICHMOND AVENUE NUMBER 102
    HOUSTON,TX77041     		NONE PC GENERAL SUPPORT 25,000
    SALT LAKE COMMUNITY COLLEGE FOUNDATION
    4600 SOUTH REDWOOD ROAD
    SALT LAKE CITY,UT84123     		NONE PC GENERAL SUPPORT 2,500
    SALT LAKE EDUCATION FOUNDATION
    440 EAST 100 SOUTH
    SALT LAKE CITY,UT84111     		NONE PC GENERAL SUPPORT 150,000
    SANFORD C BERNSTEIN & CO
    10 EAST 59TH STREET
    NEW YORK,NY10153     		NONE PC DONOR ADVISED FUND 17,800,000
    SCHOOL OF AMERICAN BALLET
    70 LINCOLN CENTER PLAZA
    NEW YORK,NY10023     		NONE PC GENERAL SUPPORT 15,000
    SIGMA CHI FOUNDATION - HUNTSMAN LEADERSHIP SUMMIT
    1714 HINMAN AVENUE
    EVANSTON,UT60201     		NONE PC GENERAL SUPPORT 500,000
    SONS OF UTAH PIONEERS
    3301 EAST LOUISE AVENUE
    SALT LAKE CITY,UT84109     		NONE PC GENERAL SUPPORT 500
    SOUTHERN UTAH UNIVERSITY MUSIC EDUCATION
    351 WEST UNIVERSITY BOULEVARD
    CEDAR CITY,UT84720     		NONE PC GENERAL SUPPORT 1,400
    STAR INSTITUTE FOR SENSORY PROCESSING DISORDER
    5420 SOUTH QUEBEC STREET SUITE 103
    GREENWOOD VILLAGE,CO80111     		NONE PC GENERAL SUPPORT 10,000
    SUNDANCE INSTITUTE
    1825 THREE KINGS DRIVE
    PARK CITY,UT84060     		NONE PC GENERAL SUPPORT 50,000
    THE ADAMS & GLADWELL RESEARCH FOUNDATION
    3920 SOUTH 1100 EAST SUITE 150
    SALT LAKE CITY,UT84124     		NONE PC GENERAL SUPPORT 100,000
    THE LEUKEMIA & LYMPHOMA SOCIETY
    3 INTERNATIONAL DRIVE
    RYE BROOK,NY10573     		NONE PC GENERAL SUPPORT 50,000
    THE ROAD HOME
    210 SOUTH RIO GRANDE STREET
    SALT LAKE CITY,UT84101     		NONE PC GENERAL SUPPORT 3,000
    THIS IS THE PLACE HERITAGE PARK (THIS IS THE PLACE FOUNDATION)
    2601 EAST SUNNYSIDE AVENUE
    SALT LAKE CITY,UT84108     		NONE PC GENERAL SUPPORT 50,000
    UNIVERSITY OF NEVADA H REID PRES CHAIR SCHOOL OF LAW
    4505 SOUTH MARYLAND PARKWAY
    LAS VEGAS,NV89154     		NONE PC GENERAL SUPPORT 500,000
    UNIVERSITY OF UTAH - BASKETBALL PROGRAM
    201 PRESIDENTS CIRCLEROOM 203
    SALT LAKE CITY,UT84112     		NONE PC GENERAL SUPPORT 100,000
    UNIVERSITY OF UTAH - CONCOURSE ARENA
    1825 SOUTH CAMPUS DRIVE
    SALT LAKE CITY,UT84112     		NONE PC GENERAL SUPPORT 200,000
    UNIVERSITY OF UTAH - CRIMSON PARENTS
    201 PRESIDENTS CIRCLE
    SALT LAKE CITY,UT84112     		NONE PC GENERAL SUPPORT 2,500
    UNIVERSITY OF UTAH - MOFFITT SCHOLARSHIPS
    201 PRESIDENTS CIRCLE
    SALT LAKE CITY,UT84112     		NONE PC GENERAL SUPPORT 19,918
    UNIVERSITY OF UTAH COLLEGE OF FINE ARTS
    201 PRESIDENTS CIRCLE
    SALT LAKE CITY,UT84112     		NONE PC GENERAL SUPPORT 25,000
    UNIVERSITY OF UTAH NEUROPSYCHIATRIC INSTITUTE
    501 CHIPETA WAY
    SALT LAKE CITY,UT84108     		NONE PC GENERAL SUPPORT 75,000
    UNIVERSITY OF UTAH PRESIDENTIAL CHAIRS-HEALTH SCIENCES
    201 PRESIDENTS CIRCLE
    SALT LAKE CITY,UT84112     		NONE PC GENERAL SUPPORT 450,000
    UTAH ANTI-BULLYING COALITION
    9350 SOUTH STATE STREET
    SANDY,UT84093     		NONE PC GENERAL SUPPORT 100,000
    UTAH FOOD BANK
    3150 SOUTH 900 WEST
    SALT LAKE CITY,UT84119     		NONE PC GENERAL SUPPORT 50,000
    UTAH STATE UNIVERSITY - JMH PRESIDENT CHAIR IN LEADERSHIP
    1400 OLD MAIN HILL
    LOGAN,UT84322     		NONE PC GENERAL SUPPORT 75,000
    UTAH STATE UNIVERSITY JMH BUS SCHOOL
    1400 OLD MAIN HILL
    LOGAN,UT84322     		NONE PC GENERAL SUPPORT 2,500,000
    UTAH SYMPHONY
    123 WEST SOUTH TEMPLE
    SALT LAKE CITY,UT84101     		NONE PC GENERAL SUPPORT 5,000
    UTAH VALLEY UNIVERSITY - KIMBALL FUND
    800 WEST UNIVERSITY PARKWAY ROOM
    AD-218
    OREM,UT84058     		NONE PC GENERAL SUPPORT 7,023
    UTAH YOUTH VILLAGE
    5800 SOUTH HIGHLAND DRIVE
    SALT LAKE CITY,UT84121     		NONE PC GENERAL SUPPORT 2,500
    VALLEY BEHAVIORAL HEALTH
    4460 SOUTH HIGHLAND DRIVE NUMBER
    230
    SALT LAKE CITY,UT84124     		NONE PC GENERAL SUPPORT 14,000
    VOLUNTEERS OF AMERICA UTAH
    435 WEST BEARCAT DRIVE
    SALT LAKE CITY,UT84115     		NONE PC GENERAL SUPPORT 50,000
    YWCA
    322 EAST 300 SOUTH
    SALT LAKE CITY,UT84111     		NONE PC GENERAL SUPPORT 12,500
    Total .................................bullet 3a 30,296,993
    bApproved for future payment
    Total .................................bullet 3b 0
    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 ...........     		    14 519,878  
    4 Dividends and interest from securities....     14 10,718,905  
    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 ............     		    18 293,425  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aPARTNERSHIP INCOME     		523000 2,378,193 14 -261,440  
    bPFIC INCOME     14 88,464  
    cTAX REFUND     01 178,212  
    dPARTNERSHIP INCOME     14 27,359,717  
    e
    12 Subtotal. Add columns (b), (d), and (e).. 2,378,193 38,897,161 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    41,275,354
    (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:  
    Software Version:  


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

    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Go to www.irs.gov/Form990 for the latest information.
    OMB No. 1545-0047
    2018
    Name of the organization
    THE HUNTSMAN FOUNDATION
     
    Employer identification number

    74-2521914
    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 HUNTSMAN FOUNDATION
          		Employer identification number
    74-2521914
    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
    KAREN H HUNTSMAN
     
    500 HUNTSMAN WAY
     
    SALT LAKE CITY, UT89108

    		$ 281,034


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

    		$  


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

    		$  


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

    		$  


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

    		$  


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

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 3
    Name of organization
    THE HUNTSMAN FOUNDATION
          		Employer identification number

    74-2521914
    Part II
    Noncash Property (See instructions). Use duplicate copies of Part II if additional space is needed.
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    (a)
    No. from Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (See instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 4
    Name of organization
    THE HUNTSMAN FOUNDATION
          		Employer identification number

    74-2521914
    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:  
    Software Version:  

    TY 2018 AccountingFeesSchedule
    Name:
    THE HUNTSMAN FOUNDATION
    EIN:
    74-2521914
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 32,925 0   32,925

    TY 2018 AppliedToPriorYearElection
    Name:
    THE HUNTSMAN FOUNDATION
    EIN:
    74-2521914
    Election:
    PURSUANT TO CODE SECION 4942(H)(2) AND REGULATION SECTION 53.4942(A)-3(D)(2), TAXPAYER HEREBY ELECTS TO TREAT THE CURRENT YEAR QUALIFYING DISTRIBUTIONS IN EXCESS OF THE IMMEDIATELY PRECEDING TAX YEAR'S UNDISTRIUBED INCOME AS COMING FROM PRIOR YEAR'S UNDISTRIBUTED INCOME AS FOLLOWS: 2014: $364,2962015: $1,844,761SIGNED:_______________________________

    TY 2018 DistributionFromCorpusElection
    Name:
    THE HUNTSMAN FOUNDATION
    EIN:
    74-2521914
    Election:
    PURSUANT TO CODE SECION 4942(H)(2) AND REGULATION SECTION 53.4942(A)-3(D)(2), TAXPAYER HEREBY ELECTS TO TREAT CURRENT YEAR QUALIFYING DISTRIUBUIONS IN EXCESS OF THE IMMEDIATELY PRECEDING TAX YEAR'S UNDISTRIBUTED INCOME AS MADE OUT OF CORPUS. TAX YEAR 2017: $1,168,745TOTAL: $1,168,745SIGNED:_______________________________

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

    TY 2018 ExpenditureResponsibilityStmt
    Name:
    THE HUNTSMAN FOUNDATION
    EIN:
    74-2521914
    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
    OLSON-HUNTSMAN VISION FOUNDATION
          		500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108     		2017-07-14 2,500,000 TO FUND CHARITABLE GRANTMAKING BY OLSON-HUNTSMAN VISION FOUNDATION 911,530 NONE 11/8/2019   FOUNDATION STAFF REVIEWED THE GRANTEE'S REPORT BUT DID NOT CONDUCT ANY INDEPENDENT VERIFICATION OF THE GRANTEE'S REPORTS AS THERE HAS NOT BEEN ANY REASON TO DOUBT THEIR ACCURACY OR RELIABILITY. TREAS. REG. SECTION 53.4945-5(C)(1).
    OLSON-HUNTSMAN VISION FOUNDATION
          		500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108     		2018-03-21 2,510,000 TO FUND CHARITABLE GRANTMAKING BY OLSON-HUNTSMAN VISION FOUNDATION. 0 NONE 11/8/2019   FOUNDATION STAFF REVIEWED THE GRANTEE'S REPORT BUT DID NOT CONDUCT ANY INDEPENDENT VERIFICATION OF THE GRANTEE'S REPORTS AS THERE HAS NOT BEEN ANY REASON TO DOUBT THEIR ACCURACY OR RELIABILITY. TREAS. REG. SECTION 53.4945-5(C)(1).
    OLSON-HUNTSMAN VISION FOUNDATION
          		500 HUNTSMAN WAY
    SALT LAKE CITY,UT84108     		2018-12-20 1,250,000 TO FUND CHARITABLE GRANTMAKING BY OLSON-HUNTSMAN VISION FOUNDATION. 0 NONE 11/8/2019   FOUNDATION STAFF REVIEWED THE GRANTEE'S REPORT BUT DID NOT CONDUCT ANY INDEPENDENT VERIFICATION OF THE GRANTEE'S REPORTS AS THERE HAS NOT BEEN ANY REASON TO DOUBT THEIR ACCURACY OR RELIABILITY. TREAS. REG. SECTION 53.4945-5(C)(1).

    TY 2018 InvestmentsCorpBondsSchedule
    Name:
    THE HUNTSMAN FOUNDATION
    EIN:
    74-2521914
    Name of Bond End of Year Book Value End of Year Fair Market Value
    BERNSTEIN - BONDS 35,560,984 35,560,984

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    THE HUNTSMAN FOUNDATION
    EIN:
    74-2521914
    Name of Stock End of Year Book Value End of Year Fair Market Value
    HUNTSMAN CORPORATION 221,835,000 221,835,000
    CFT SECURITIES 431,480 431,480
    BERNSTEIN - HUNTSMAN 54,823,472 54,823,472
    BERNSTEIN - EQUITIES 21,753,195 21,753,195
    BERNSTEIN - EQUITIES UNINVESTED FUNDS 311,031 311,031
    BERNSTEIN - BDC PRIVATE CREDIT 267,854 267,854
    BERNSTEIN - BDC PRIVATE CREDI UNINVESTED FUNDS 178,750 178,750

    TY 2018 InvestmentsOtherSchedule2
    Name:
    THE HUNTSMAN FOUNDATION
    EIN:
    74-2521914
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    FOUNDATION ENTERPRISES LLC FMV 7,897,469 7,897,469
    ARDEN REAL ESTATE PARTNERS I, LP FMV 3,481,547 3,481,547
    TOWER ARCH PARTNERS 1, LP FMV 9,296,268 9,296,268
    THAYER HOTEL INVESTORS FMV 10,215,561 10,215,561
    ARDEN REAL ESTATE PARTNERS II, LP FMV 23,192,791 23,192,791
    YUNFENG FUND II, LP FMV 27,141,802 27,141,802
    HGGC FUND II FMV 15,349,790 15,349,790
    AMPAC FMV 49,500,000 49,500,000
    GUAM TELECOM FMV 50,013,329 50,013,329
    RADCLIFF FU I, LLC FMV 2,552,458 2,552,458
    BERNSTEIN - GRI FMV 4,685,032 4,685,032
    BERNSTEIN - ARYA CAYMAN FUND FMV 7,135,652 7,135,652
    BERNSTEIN - ABSA (CAYMAN) PFIC FMV 3,388,365 3,388,365

    TY 2018 LegalFeesSchedule
    Name:
    THE HUNTSMAN FOUNDATION
    EIN:
    74-2521914
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 65,085 0   65,085


    TY 2018 OtherDecreasesSchedule
    Name:
    THE HUNTSMAN FOUNDATION
    EIN:
    74-2521914
    Description Amount
    UNREALIZED LOSS 217,747,889


    TY 2018 OtherExpensesSchedule
    Name:
    THE HUNTSMAN FOUNDATION
    EIN:
    74-2521914
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OFFICERS LIABILITY INSURANCE 13,000 0   13,000
    OFFICE EXPENSE 302 0   302
    ADP PAYROLL FEES 861 0   861
    PORTFOLIO DEDUCTIONS FROM PARTNERSHIPS 0 727,930   0
    BANK FEES 1,243 0   1,243
    UMBRELLA INSURANCE 13,000 0   13,000
    MISCELLANEOUS EXPENSE 39,374 0   24,442
    PAYROLL TAX EXPENSE 26,449 0   26,449
    INVESTMENT MANAGEMENT FEES 305,625 305,625   0


    TY 2018 OtherIncomeSchedule2
    Name:
    THE HUNTSMAN FOUNDATION
    EIN:
    74-2521914
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    PARTNERSHIP INCOME 2,116,753 -261,440 2,116,753
    PFIC INCOME 88,464 121,910 88,464
    TAX REFUND 178,212 4,325 178,212
    PARTNERSHIP INCOME 27,359,717   27,359,717


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    THE HUNTSMAN FOUNDATION
    EIN:
    74-2521914
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CONSULTING FEES 100,000 0   100,000


    TY 2018 TaxesSchedule
    Name:
    THE HUNTSMAN FOUNDATION
    EIN:
    74-2521914
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL INCOME TAX EXPENSE 2,585,311 0   0
    FOREIGN TAXES 208 281,831   0
    STATE TAX PAYMENT 200,639 0   75