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
BENWOOD FOUNDATION INC
 
Number and street (or P.O. box number if mail is not delivered to street address)736 MARKET STREET NO 1600
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
CHATTANOOGA, TN37402
A Employer identification number

62-0476283
B Telephone number (see instructions)

(423) 267-4311
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$94,438,326J 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)  
2 Check bullet.............
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities... 230,468 1,030,049  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 3,591,218
b Gross sales price for all assets on line 6a 20,537,101
7 Capital gain net income (from Part IV, line 2)... 2,835,670
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 121,797 41,871  
12 Total. Add lines 1 through 11........ 3,943,483 3,907,590  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 202,826 20,283   182,543
14 Other employee salaries and wages...... 487,077 48,708   438,369
15 Pension plans, employee benefits....... 103,398 10,340   93,058
16a Legal fees (attach schedule)......... Click to see attachment 180 18   162
b Accounting fees (attach schedule)....... Click to see attachment 18,163 1,816   16,347
c Other professional fees (attach schedule).... Click to see attachment 14,432 14,432   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 86,756 37,996   48,760
19 Depreciation (attach schedule) and depletion... 21,983 2,198  
20 Occupancy.............. 133,135 13,314   119,822
21 Travel, conferences, and meetings....... 8,941 894   8,047
22 Printing and publications.......... 1,236 124   1,112
23 Other expenses (attach schedule)....... Click to see attachment 394,822 989,767   374,641
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,472,949 1,139,890   1,282,861
25 Contributions, gifts, grants paid....... 5,226,085 4,501,060
26 Total expenses and disbursements. Add lines 24 and 25 6,699,034 1,139,890   5,783,921
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -2,755,551
b Net investment income (if negative, enter -0-) 2,767,700
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............. 43,380 54,578 54,578
2 Savings and temporary cash investments......... 1,301,375 6,900,273 6,900,273
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........   10,438 10,438
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule).......      
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 101,500,461 Click to see attachment87,473,037 87,473,037
14 Land, buildings, and equipment: basis bullet587,631
Less: accumulated depreciation (attach schedule) bullet587,631 21,505 Click to see attachment0 0
15 Other assets (describe bullet) Click to see attachment300,000 Click to see attachment0 Click to see attachment0
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 103,166,721 94,438,326 94,438,326
Liabilities 17 Accounts payable and accrued expenses.......... 63,483 47,409
18 Grants payable................. 5,862,040 6,606,537
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment10,500 Click to see attachment29,260
23 Total liabilities (add lines 17 through 22)......... 5,936,023 6,683,206
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.................. 97,230,698 87,755,120
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    
30 Total net assets or fund balances (see instructions)..... 97,230,698 87,755,120
31 Total liabilities and net assets/fund balances (see instructions). 103,166,721 94,438,326
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
97,230,698
2
Enter amount from Part I, line 27a .....................
2
-2,755,551
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
37,996
4
Add lines 1, 2, and 3 ..........................
4
94,513,143
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
6,758,023
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
87,755,120
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 EAGLE MLP STRATEGY P    
b PIMCO FDS SHORT TERM FUND P    
c GAINS/LOSSES PER AUDITED FINANCIALS P    
d GAINS/LOSSES PER K-1S P    
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 1,388,190   2,694,933 -1,306,743
b 2,869,920   2,858,289 11,631
c 12,148,209   12,148,209 0
d 4,130,782     4,130,782
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       -1,306,743
b       11,631
c       0
d       4,130,782
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 2,835,670
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 7,571,208 99,120,714 0.076384
2016 7,956,988 101,114,741 0.078693
2015 10,723,976 108,542,480 0.098800
2014 9,584,177 114,165,332 0.083950
2013 4,991,175 109,501,300 0.045581
2
Total of line 1, column (d) .....................
2
0.383408
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
0.076682
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
101,669,214
5
Multiply line 4 by line 3......................
5
7,796,199
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
27,677
7
Add lines 5 and 6........................
7
7,823,876
8
Enter qualifying distributions from Part XII, line 4,.............
8
5,783,921
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 55,354
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 55,354
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 55,354
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 36,734
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 35,000
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 71,734
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 357
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 16,023
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet16,023 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)
    bulletTN, DE
    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
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.BENWOOD.ORG
    14
    The books are in care ofbulletSARAH MORGAN Telephone no.bullet (423) 267-4311

    Located atbullet736 MARKET ST STE 1600CHATTANOOGATN ZIP+4bullet37402
    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
     
     
    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
     
     
    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
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    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
    WADE HINTON TRUSTEE
    2.00     		0 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    PAUL K BROCK JR TRUSTEE
    2.00     		0 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    WILLIAM H CHAPIN TRUSTEE
    2.00     		0 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    MARTHA T ROBINSON TRUSTEE
    2.00     		0 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    MITCH PATEL TRUSTEE
    2.00     		0 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    SARAH MORGAN PRESIDENT
    40.00     		202,826 51,339 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    REBECCA SUTTLES TRUSTEE
    2.00     		0 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    TIM KELLY TRUSTEE
    2.00     		0 0 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    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
    KRISTIN B HUNTLEY FINANCIAL/PROGRAM OF
    40.00     		132,766 35,318 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    JEFF PFITZER PROGRAM OFFICER
    40.00     		127,600 32,173 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    LORI QUILLEN PROGRAM OFFICER
    40.00     		81,902 24,404 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    CONNIE PERRIN ACCOUNTING & GRANTS
    40.00     		71,887 24,099 0
    736 MARKET STREET STE 1600
    CHATTANOOGA,TN37402
    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
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    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
    0
    b
    Average of monthly cash balances.......................
    1b
    5,387,750
    c
    Fair market value of all other assets (see instructions)................
    1c
    97,829,726
    d
    Total (add lines 1a, b, and c).........................
    1d
    103,217,476
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    103,217,476
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    1,548,262
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    101,669,214
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    5,083,461
    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
    5,083,461
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    55,354
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    55,354
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    5,028,107
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    5,028,107
    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
    5,028,107
    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
    5,783,921
    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
    5,783,921
    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
    5,783,921
    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 5,028,107
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013......  
    b From 2014...... 4,058,226
    c From 2015...... 5,440,678
    d From 2016...... 2,978,873
    e From 2017...... 2,681,884
    fTotal of lines 3a through e........ 15,159,661
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 5,783,921
    a Applied to 2017, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2018 distributable amount..... 5,028,107
    e Remaining amount distributed out of corpus 755,814
    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 15,915,475
    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 .............     		0
    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) .......     		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 ......     		15,915,475
    10 Analysis of line 9:
    a Excess from 2014.... 4,058,226
    b Excess from 2015.... 5,440,678
    c Excess from 2016.... 2,978,873
    d Excess from 2017.... 2,681,884
    e Excess from 2018.... 755,814
    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:
    MS SARAH MORGAN
    736 MARKET ST SUITE 1600
    CHATTANOOGA,TN37402
    (423) 267-4311
    bThe form in which applications should be submitted and information and materials they should include:
    APPLICATIONS SHOULD BE SUBMITTED IN THE FORM OF A BRIEF TWO-PAGE LETTER. THE LETTER SHOULD INCLUDE A DESCRIPTION OF THE PROJECT OR PURPOSE, BUDGET INFORMATION, AN IRS LETTER OF DETERMINATION, AND A LISTING OF OFFICERS AND BOARD OF DIRECTORS.
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NONE
    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
    A BETTER TOMORROW INC
    5113 TN-58
    CHATTANOOGA,TN37416     		NONE PC GENERAL OPERATING SUPPORT 2,000
    A NOVEL IDEA FOUNDATION INC
    609 RIVERBEND CT
    NASHVILLE,TN37221     		NONE PC SCHOLARSHIPS FOR URBAN AND/OR RURAL 5TH-12TH GRADE STUDENTS TO PARTICIPATE IN A ONE MONTH CREATIVE WRITING PROGRAM 3,600
    BETHEL BIBLE VILLAGE
    3001 HAMILL RD
    HIXSON,TN37343     		NONE PC GENERAL OPERATING SUPPORT 1,000
    BREAST CANCER SUPPORT SERVICES INC
    1089 BAILEY AVE STE B7
    CHATTANOOGA,TN37404     		NONE PC GENERAL OPERATING SUPPORT 1,000
    CAUSEWAY
    16 PATTEN PARKWAY
    CHATTANOOGA,TN37402     		NONE PC CHALLENGE GRANT WORK FOCUSED ON THE HIGHLAND PARK NEIGHBORHOOD 55,000
    CENTER FOR MINDFUL LIVING
    400 E MAIN ST 150
    CHATTANOOGA,TN37408     		NONE PC PATHS TO PEACE EVENT 1,000
    CHARLES H COOLIDGE MEDAL OF HONOR HERITAGE CENTER
    368 NORTHGATE MALL DR 6922
    CHATTANOOGA,TN37415     		NONE PC CAPITAL CAMPAIGN 25,000
    CHATTANOOGA AREA FOOD BANK
    2009 CURTAIN POLE ROAD
    CHATTANOOGA,TN37406     		NONE PC GENERAL OPERATING SUPPORT 1,000
    CHATTANOOGA BAR FOUNDATION
    801 BROAD ST
    CHATTANOOGA,TN37402     		NONE PC MINORITY CLERKSHIP PROGRAM/JUDICIAL INTERN 3,500
    CHATTANOOGA CHAMBER FOUNDATION
    811 BROAD STREET SUITE 100
    CHATTANOOGA,TN37402     		NONE PC CHATTANOOGA 2.0 OPERATING SUPPORT 350,000
    CHATTANOOGA CHAMBER FOUNDATION
    811 BROAD STREET SUITE 100
    CHATTANOOGA,TN37402     		NONE PC NEW LEADERSHIP AT HAMILTON COUNTY DEPARTMENT OF EDUCATION 3,500
    CHATTANOOGA CHAMBER FOUNDATION
    811 BROAD STREET SUITE 100
    CHATTANOOGA,TN37402     		NONE PC VISIONING PROCESS FOR ECONOMIC PROSPERITY 10,000
    CHATTANOOGA CHAMBER FOUNDATION
    811 BROAD STREET SUITE 100
    CHATTANOOGA,TN37402     		NONE PC ECONOMIC DEVELOPMENT STRATEGIC PLAN FOR CHATTANOOGA AND HAMILTON COUNTY 30,000
    CHATTANOOGA CHAMBER FOUNDATION
    811 BROAD STREET SUITE 100
    CHATTANOOGA,TN37402     		NONE PC CHATTANOOGA 2.0 SPEAKER SERIES 15,000
    CHATTANOOGA COMMUNITY KITCHEN
    PO BOX 11203
    CHATTANOOGA,TN37402     		NONE PC GENERAL OPERATING SUPPORT 1,500
    CHATTANOOGA DESIGN STUDIO
    719 CHERRY STREET SUITE 100
    CHATTANOOGA,TN37402     		NONE PC OPERATING EXPENSES 140,000
    CHATTANOOGA FOOTBALL CLUB FOUNDATION
    1826 CARTER ST
    CHATTANOOGA,TN37408     		NONE PC PURCHASE EQUIPMENT TO EXPAND THE OPERATION GET ACTIVE PROGRAM INTO MORE HAMILTON COUNTY SCHOOLS 10,000
    CHATTANOOGA NEIGHBORHOOD ENTERPRISE
    1500 CHESTNUT STREET ST 102
    CHATTANOOGA,TN37408     		NONE PC THE PROJECT FOR LEAN URBANISM-HIGHLAND PARK & RIDGEDALE 50,000
    CHATTANOOGA SPORTS COMMITTEE
    736 MARKET STREET
    CHATTANOOGA,TN37402     		NONE PC IRONMAN AND IRONMAN 70.3 TRIATHLON 50,000
    CHATTANOOGA STATE
    4501 AMNICOLA HIGHWAY
    CHATTANOOGA,TN37406     		NONE PC 2018 LATIN FEST AND LATINO AMERICAN SOCCER 25,000
    CHATTANOOGA THEATRE CENTER
    400 RIVER STREET
    CHATTANOOGA,TN37405     		NONE PC SECOND CENTURY FUND 70,000
    CHATTANOOGA THEATRE CENTER
    400 RIVER STREET
    CHATTANOOGA,TN37405     		NONE PC CHATTANOOGA FESTIVAL OF BLACK ARTS & IDEAS 5,000
    CHATTANOOGA THUNDER TRACK CLUB
    7400 ALLEMANDE WAY
    CHATTANOOGA,TN37421     		NONE PC GENERAL OPERATING SUPPORT 1,500
    CHATTANOOGANS IN ACTION FOR LOVE EQUALITY AND BENEVOLENCE
    PO BOX 11202
    CHATTANOOGA,TN37401     		NONE PC COMMUNITY BAIL FUND 13,000
    CITY OF CHATTANOOGA
    3300 AMNICOLA HWY
    CHATTANOOGA,TN37406     		NONE PC PUBLIC ART FOR THE TENNESSEE RIVERWALK FROM ROSS'S LANDING TO THE INCLINE IN ST. ELMO 277,920
    COLAB
    55 E MAIN STREET
    CHATTANOOGA,TN37408     		NONE PC GENERAL OPERATING SUPPORT 225,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE PC ED JOHNSON MEMORIAL FUND 6,500
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE PC CAPITAL CAMPAIGN 4,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE PC SANKOFA FUND 3,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE PC MAYOR'S FUND (YOUTH COUNCIL) 1,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE PC TOGETHER WE CAN SCHOLARSHIP FUND 3,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE PC HISTORIC AFRICAN AMERICAN CEMETERY FUND 3,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE PC BOARD CONNECTOR FUND 7,500
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE PC ARTS FORWARD INITIATIVE 77,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE PC CHATTANOOGA 2.0 VENTURE FUND 1,000,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET ST
    CHATTANOOGA,TN37402     		NONE PC STUDENT DIRECT ASSISTANCE FUND 8,000
    CONTEMPORARY PERFORMING ARTS
    1307 DODDS AVE
    CHATTANOOGA,TN37404     		NONE PC MUSICAL PERFORMANCE IN MEMORY OF CHRISTIAN RUSHING 2,000
    CONTEMPORARY PERFORMING ARTS
    1307 DODDS AVE
    CHATTANOOGA,TN37404     		NONE PC IN HONOR OF COPAC 25TH ANNIVERSARY 2,500
    CREATIVE DISCOVERY MUSEUM
    321 CHESTNUT STREET
    CHATTANOOGA,TN37402     		NONE PC GENERAL OPERATING SUPPORT 1,500
    DYNAMO STUDIOS
    1001 BROAD STREET
    CHATTANOOGA,TN37402     		NONE PC MOBILE PRODUCTION TECH LAB PILOT PROGRAM AT EAST LAKE ACADEMY & HOWARD 25,000
    EAST LAKE EXPRESSION ENGINE
    2903 E 37TH ST
    CHATTANOOGA,TN37407     		NONE PC GENERAL OPERATING SUPPORT 25,000
    ELLA LIBRARY
    PO BOX 3034
    CHATTANOOGA,TN37404     		NONE PC BOOK FIESTA 15,000
    ENTERPRISE CENTER
    1100 MARKET ST 500
    CHATTANOOGA,TN37402     		NONE PC CONSULTANT FOR THE OPPORTUNITY ZONE 4,000
    ERLANGER HEALTH SYSTEM FOUNDATIONS
    975 E 3RD ST
    CHATTANOOGA,TN37403     		NONE PC BELIEVE, THE CAMPAIGN FOR CHILDREN'S HOSPITAL 100,000
    FAMILY PROMISE OF GREATER CHATTANOOGA
    1184 BALDWIN ST
    CHATTANOOGA,TN37403     		NONE PC GENERAL OPERATING SUPPORT 1,000
    GIRLS INCORPORATED OF CHATTANOOGA
    409 SOUTH GREENWOOD AVE
    CHATTANOOGA,TN37404     		NONE PC GENERAL OPERATING SUPPORT 1,500
    GIRLS INCORPORATED OF CHATTANOOGA
    409 SOUTH GREENWOOD AVE
    CHATTANOOGA,TN37404     		NONE PC SUMMER CAMP PROGRAM 5,000
    GRANTMAKERS FOR EDUCATION
    750 SW WASHINGTON ST STE 605
    PORTLAND,OR97205     		NONE PC 2018 ORGANIZATIONAL DUES 1,750
    GREENSPACES
    63 E MAIN STREET
    CHATTANOOGA,TN37408     		NONE PC COMMUNITY POWER (A NEIGHBORHOOD REVITALIZATION PROGRAM) 10,000
    GREENSPACES
    63 E MAIN STREET
    CHATTANOOGA,TN37408     		NONE PC GENERAL OPERATING SUPPORT 1,000
    HAMILTON COUNTY DEPARTMENT OF EDUCATION
    3074 HICKORY VALLEY RD
    CHATTANOOGA,TN37421     		NONE PC DESIGN OF LEARNING MODEL FOR NEW MIDDLE SCHOOL AT HOWARD 100,000
    HAMILTON COUNTY DEPARTMENT OF EDUCATION
    3074 HICKORY VALLEY RD
    CHATTANOOGA,TN37421     		NONE PC NEWCOMER CENTER AT HOWARD SCHOOL 20,000
    HART GALLERY TENNESSEE
    110 EAST MAIN STREET
    CHATTANOOGA,TN37408     		NONE PC GENERAL OPERATING SUPPORT 1,000
    HOPE FOR THE INNER CITY
    1800 ROANOKE AVE
    CHATTANOOGA,TN37406     		NONE PC GENERAL OPERATING SUPPORT 1,000
    HUMANE EDUCATIONAL SOCIETY
    212 N HIGHLAND PARK AVE
    CHATTANOOGA,TN37404     		NONE PC GENERAL OPERATING SUPPORT 5,000
    JAZZANOOGA
    401 E M L KING BLVD
    CHATTANOOGA,TN37403     		NONE PC LEVITT AMP MUSIC SERIES 25,000
    JAZZANOOGA
    401 E M L KING BLVD
    CHATTANOOGA,TN37403     		NONE PC PORCHFEST 15,000
    JAZZANOOGA
    401 E M L KING BLVD
    CHATTANOOGA,TN37403     		NONE PC ARTS CONNECT 14,000
    JAZZANOOGA
    401 E M L KING BLVD
    CHATTANOOGA,TN37403     		NONE PC ASSIST WITH STRATEGIC/BRANDING PLAN 3,000
    JAZZANOOGA
    401 E M L KING BLVD
    CHATTANOOGA,TN37403     		NONE PC ARTISTS WORKSHOPS 6,000
    LAUNCH CHATTANOOGA
    100 CHEROKEE BLVD SUITE 201
    CHATTANOOGA,TN37405     		NONE PC SUPPORTING ENTREPRENEURS FROM UNDERSERVED COMMUNITIES 75,000
    LOOKOUT MOUNTAIN CONSERVANCY
    PO BOX 76
    LOOKOUT MOUNTAIN,TN37350     		NONE PC HOWARD LEADERSHIP PROGRAM 40,000
    LOOKOUT MOUNTAIN CONSERVANCY
    PO BOX 76
    LOOKOUT MOUNTAIN,TN37350     		NONE PC GENERAL OPERATING SUPPORT 1,000
    LOVE'S ARM OUTREACH
    5233 DORSEY ST
    CHATTANOOGA,TN37407     		NONE PC GENERAL OPERATING SUPPORT 1,500
    LULA LAKE LAND TRUST
    5000 LULA LAKE ROAD
    LOOKOUT MOUNTAIN,GA30750     		NONE PC GENERAL OPERATING SUPPORT 1,000
    METRO IDEAS PROJECT
    1216 E MAIN ST 102
    CHATTANOOGA,TN37408     		NONE PC STUDY THE IMPACT OF THE NEW FEDERAL OPPORTUNITY ZONE PROGRAM AND THE FEASIBILITY OF DOING CONSULTING WORK ON OPPORTUNITY ZONE ISSUES AND POLICIES AS A SUSTAINING BUSINESS FOR THE ORGANIZATION 10,000
    PARTNERS FOR LIVABLE COMMUNITIES
    1429 21ST ST NW
    WASHINGTON,DC20036     		NONE PC NATIONAL PRESS CLUB EVENT RECOGNIZING RONDELL CRIER 3,000
    PARTNERSHIP FOR FAMILIES CHILDREN & ADULTS
    1800 MCCALLIE AVE
    CHATTANOOGA,TN37404     		NONE PC ASSIST WITH THE EXPANSION AND REBRANDING OF THE CENTER FOR FAMILY CONNECTION 2,000
    PEARL GROUP
    1800 WASHINGTON ST
    CHATTANOOGA,TN37408     		NONE PC GENERAL OPERATING SUPPORT 500
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE PC URBAN EDUCATION INSTITUTE FOR TEACHERS AND PRINCIPALS IN THE OPPORTUNITY ZONE 10,000
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE PC TEACHERPRENEUR 125,000
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE PC STEP UP CHATTANOOGA 105,000
    PUBLIC EDUCATION FOUNDATION
    100 EAST 10TH ST STE 500
    CHATTANOOGA,TN37402     		NONE PC COACHING FOR PRINCIPALS 150,000
    REFLECTION RIDING ARBORETUM & NATURE CENTER
    400 GARDEN ROAD
    CHATTANOOGA,TN37419     		NONE PC GENERAL OPERATING SUPPORT 1,000
    RIVER CITY COMPANY
    850 MARKET ST
    CHATTANOOGA,TN37402     		NONE PC BUSINESS IMPROVEMENT DISTRICT FEASBILITY STUDY 33,500
    RIVERMONT ELEMENTARY SCHOOL
    3330 HIXSON PIKE
    CHATTANOOGA,TN37415     		NONE PC TAYLOR BYNUM SPECIAL NEEDS PLAYGROUND 4,000
    RONALD MCDONALD HOUSE CHARITIES
    200 CENTRAL AVE
    CHATTANOOGA,TN37403     		NONE PC GENERAL OPERATING SUPPORT 1,000
    SCULPTURE FIELDS AT MONTAGUE PARK
    1800 POLK ST
    CHATTANOOGA,TN37408     		NONE PC GENERAL OPERATING SUPPORT 5,000
    SOUNDCORPS CHATTANOOGA
    301 E 11TH ST 300
    CHATTANOOGA,TN37403     		NONE PC GENERAL OPERATING SUPPORT 10,000
    SOUTH WINGS
    35 HAYWOOD STREET SUITE 201
    ASHEVILLE,NC28801     		NONE PC GENERAL OPERATING SUPPORT 1,000
    SOUTHEAST TENNESSEE DEVELOPMENT DISTRICT
    1000 RIVERFRONT PKWY
    CHATTANOOGA,TN37402     		NONE PC NORTHSHORE TO NORTH CHICK RAIL-WITH-TRAIL 17,500
    SOUTHEASTERN COUNCIL OF FOUNDATIONS
    50 HURT PLAZA SUITE 350
    ATLANTA,GA30303     		NONE PC 2018 ORGANIZATIONAL DUES 9,790
    SOUTHERN ALLIANCE FOR CLEAN ENERGY
    PO BOX 1842
    KNOXVILLE,TN37901     		NONE PC EXPAND THE RESTORE YOU RIGHTS WEBSITE PORTAL IN HAMILTON COUNTY 2,000
    SOUTHERN APPALACHIAN WILDERNESS STEWARDS
    225 E CHESTNUT ST
    ASHEVILLE,NC28801     		NONE PC GENERAL OPERATING SUPPORT 1,000
    SPLASH
    PO BOX 3617
    CHATTANOOGA,TN37404     		NONE PC ART SUPPLIES NEEDED FOR YOUTH PROGRAMS 5,000
    STEP AHEAD FOUNDATION CHATTANOOGA
    736 GEORGIA AVENUE
    CHATTANOOGA,TN37402     		NONE PC GENERAL OPERATING SUPPORT 2,500
    STEP AHEAD FOUNDATION CHATTANOOGA
    736 GEORGIA AVENUE
    CHATTANOOGA,TN37402     		NONE PC CAPACITY BUILDING AND EVALUATION 75,000
    TENNESSEE AQUARIUM
    1 BROAD ST
    CHATTANOOGA,TN37402     		NONE PC UNDERWATER ROBOTICS EDUCATION PROGRAM 10,000
    TENNESSEE RIVER GORGE TRUST
    1214 DARTMOUTH ST
    CHATTANOOGA,TN37405     		NONE PC GENERAL OPERATING SUPPORT 1,000
    THE CHATTANOOGA GIRLS LEADERSHIP ACADEMY
    1802 BAILEY AVENUE
    CHATTANOOGA,TN37404     		NONE PC STEAM FOCUS AT CGLA & PREP 200,000
    TN STATE COLLABORATIVE ON REFORMING EDUCATION
    511 UNION ST STE 1850
    NASHVILLE,TN372191767     		NONE PC GENERAL OPERATING SUPPORT 200,000
    TRUST FOR PUBLIC LAND
    101 MONTGOMERY ST STE 900
    SAN FRANCISCO,CA94104     		NONE PC EAST LAKE CONNECTIONS 75,000
    UNIFIED
    1609 MCCALLIE AVENUE
    CHATTANOOGA,TN37404     		NONE PC GENERAL OPERATING SUPPORT 350,000
    UNIFIED
    1609 MCCALLIE AVENUE
    CHATTANOOGA,TN37404     		NONE PC COMMUNICATIONS PLAN 7,500
    URBAN LEAGUE OF CHATTANOOGA
    730 E ML KING BLVD
    CHATTANOOGA,TN37403     		NONE PC NEW LEADERSHIP POSITION 46,000
    URBAN LEAGUE OF CHATTANOOGA
    730 E ML KING BLVD
    CHATTANOOGA,TN37403     		NONE PC INTERIM LEADERSHIP 3,000
    URBAN LEAGUE OF CHATTANOOGA
    730 E ML KING BLVD
    CHATTANOOGA,TN37403     		NONE PC CPD MINORITY RECRUITMENT 1,000
    URBAN LEAGUE OF CHATTANOOGA
    730 E ML KING BLVD
    CHATTANOOGA,TN37403     		NONE PC INCLUSION BY DESIGN EXECUTIVE LEADERSHIP PROGRAM 30,000
    WTCI-TV 45
    7540 BONNYSHIRE DRIVE
    CHATTANOOGA,TN37416     		NONE PC FEASBILITY STUDY 10,000
    WTCI-TV 45
    7540 BONNYSHIRE DRIVE
    CHATTANOOGA,TN37416     		NONE PC CANDIDATE FORUM FOR THE UPCOMING ELECTION FOR THE HAMILTON COUNTY BOARD OF EDUCATION 5,000
    YMCA OF METROPOLITAN CHATTANOOGA
    301 W 6TH STREET
    CHATTANOOGA,TN37402     		NONE PC Y-CAP PROGRAM 1,500
    Total .................................bullet 3a 4,501,060
    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 ...........     		         
    4 Dividends and interest from securities....     14 230,468  
    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.....     14 14,121  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 3,591,218  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aOTHER INVESTMENT INCOME/LOSSES- LIMITED PARTNERSHIPS     		  107,676      
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 107,676 3,835,807 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    3,943,483
    (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

    TY 2018 AccountingFeesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    AUDIT & TAX SERVICES 18,163 1,816   16,347

    TY 2018 InvestmentsOtherSchedule2
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    LIMITED PARTNERSHIP INTEREST FMV 2,335,941 2,335,941
    INVESTMENT FUNDS FMV 85,137,096 85,137,096

    TY 2018 LandEtcSchedule2
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    OFFICE EQUIPMENT & FURNITURE 348,321 348,321 0  
    LEASEHOLD IMPROVEMENTS 239,310 239,310 0  


    TY 2018 LegalFeesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL FEES 180 18   162


    TY 2018 OtherAssetsSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    DUE FROM INVESTMENT MANAGER 300,000 0 0


    TY 2018 OtherDecreasesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Description Amount
    NET UNREALIZED LOSS ON INVESTMENTS 6,650,347
    UBTI NOT SHOWN ON AUDITED FINANCIALS 107,676


    TY 2018 OtherExpensesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TECHNOLOGY EXPENSE 2,910 291   2,619
    INSURANCE 95,927 9,593   86,334
    OFFICE EXPENSE 35,338 3,534   31,804
    PARKING 7,075 708   6,368
    PROFESSIONAL DEVELOPMENT 14,488 1,449   13,039
    SPEAKER SERIES 13,443 0   13,443
    DIRECT CHARITABLE DISTRIBUTION 179,575 0   179,575
    MANAGEMENT FEES 0 212,420   0
    INVESTMENT EXPENSES FROM K-1S 0 677,437   0
    PAYROLL EXPENSES 46,066 4,607   41,459
    INVESTMENT INTEREST EXPENSE FROM K-1S 0 79,728   0


    TY 2018 OtherIncomeSchedule2
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    OTHER PARTNERSHIP INCOME/LOSS 14,121 41,871 14,121
    OTHER INVESTMENT INCOME/LOSSES- LIMITED PARTNERSHIPS 107,676 0 107,676


    TY 2018 OtherIncreasesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Description Amount
    FOREIGN WITHHOLDING TAX NOT ON AUDITED FINANCIALS 37,996


    TY 2018 OtherLiabilitiesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Description Beginning of Year - Book Value End of Year - Book Value
    FEDERAL EXCISE TAXES PAYABLE 10,500 29,260


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT FIRMS CONSULTING FEES 14,432 14,432   0


    TY 2018 TaxesSchedule
    Name:
    BENWOOD FOUNDATION INC
    EIN:
    62-0476283
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FEDERAL EXCISE 48,760 0   48,760
    FOREIGN W/H TAX 37,996 37,996   0