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
MIKE AND GILLIAN GOODRICH FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)3800 COLONNADE PARKWAY NO 430
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BIRMINGHAM, AL35242
A Employer identification number

26-3587489
B Telephone number (see instructions)

(205) 259-2060
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$74,181,612J 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... 1,147,125 1,147,125  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 1,653,933
b Gross sales price for all assets on line 6a 22,519,125
7 Capital gain net income (from Part IV, line 2)... 1,653,933
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 16,500 16,500  
12 Total. Add lines 1 through 11........ 2,817,558 2,817,558  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 178,169 0   178,169
14 Other employee salaries and wages...... 224,412 0   224,412
15 Pension plans, employee benefits....... 7,537 0   7,537
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 15,000 11,250   3,750
c Other professional fees (attach schedule).... Click to see attachment 350,907 343,717   7,190
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 185,709 17,914   26,795
19 Depreciation (attach schedule) and depletion... 17,446 0  
20 Occupancy.............. 75,470 0   75,470
21 Travel, conferences, and meetings....... 16,176 0   16,176
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 148,990 127,911   19,504
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,219,816 500,792   559,003
25 Contributions, gifts, grants paid....... 3,881,078 3,881,078
26 Total expenses and disbursements. Add lines 24 and 25 5,100,894 500,792   4,440,081
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -2,283,336
b Net investment income (if negative, enter -0-) 2,316,766
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............. 145,842 115,780 115,780
2 Savings and temporary cash investments......... 4,525,103 1,817,067 1,817,067
3 Accounts receivable bullet21,000
Less: allowance for doubtful accounts bullet     21,000 21,000
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..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 18,432,463 Click to see attachment15,600,004 15,600,004
c Investments—corporate bonds (attach schedule)....... 4,818,445 Click to see attachment4,464,088 4,464,088
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 53,514,649 Click to see attachment51,798,991 51,798,991
14 Land, buildings, and equipment: basis bullet250,939
Less: accumulated depreciation (attach schedule) bullet39,753 228,631 Click to see attachment211,186 211,186
15 Other assets (describe bullet) Click to see attachment178,009 Click to see attachment153,496 Click to see attachment153,496
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 81,843,142 74,181,612 74,181,612
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 0 0
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.................. 81,843,142 74,181,612
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)..... 81,843,142 74,181,612
31 Total liabilities and net assets/fund balances (see instructions). 81,843,142 74,181,612
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
81,843,142
2
Enter amount from Part I, line 27a .....................
2
-2,283,336
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
122
4
Add lines 1, 2, and 3 ..........................
4
79,559,928
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
5,378,316
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
74,181,612
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 SYNOVUS BROKERAGE ACCOUNT P 2018-12-31 2018-12-31
b ARTISAN: DYNAMIC EQUITY P 2018-12-31 2018-12-31
c CORRELATION VENTURES P 2018-12-31 2018-12-31
d FAM ABSOLUTE RETURN FUND P 2018-12-31 2018-12-31
e CORRELATION VENTURES II P 2018-12-31 2018-12-31
TA ASSOCIATIONS P 2018-12-31 2018-12-31
GOLDMAN SACHS ADV P 2018-12-31 2018-12-31
GS US EQUITY YLD ENHANCE P 2018-12-31 2018-12-31
GS FX INTL DEV EQ TRIPLE BETA P 2018-12-31 2018-12-31
UBS BROKERAGE ACCOUNT P 2018-12-31 2018-12-31
WEST STREET CAPITAL PARTNERS VII P 2018-12-31 2018-12-31
CAPITAL GAINS DIVIDENDS P    
(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 21,111,920   19,707,631 1,404,289
b 110,848     110,848
c     52,871 -52,871
d     78,804 -78,804
e     16,598 -16,598
81,419     81,419
683,195   625,948 57,247
94,218   117,213 -22,995
271,385   254,000 17,385
12,124   12,127 -3
116     116
153,900     153,900
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       1,404,289
b       110,848
c       -52,871
d       -78,804
e       -16,598
      81,419
      57,247
      -22,995
      17,385
      -3
      116
      153,900
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 1,653,933
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 2,836,048 77,141,640 0.036764
2016 4,455,612 73,235,040 0.060840
2015 4,081,921 78,779,362 0.051815
2014 3,838,598 80,519,645 0.047673
2013 3,333,451 75,357,670 0.044235
2
Total of line 1, column (d) .....................
2
0.241327
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
0.048265
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
78,817,457
5
Multiply line 4 by line 3......................
5
3,804,125
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
23,168
7
Add lines 5 and 6........................
7
3,827,293
8
Enter qualifying distributions from Part XII, line 4,.............
8
4,440,081
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 23,168
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 23,168
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 23,168
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 84,192
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 0
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 84,192
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 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 61,024
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet61,024 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
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
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)
    bulletAL
    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 addressbulletMGGOODRICHFOUNDATION.ORG
    14
    The books are in care ofbulletMIKE AND GILLIAN GOODRICH FOUNDATIO Telephone no.bullet (205) 259-2060

    Located atbullet3800 COLONNADE PARKWAY SUITE 430BIRMINGHAMAL ZIP+4bullet35243
    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
     
     
    ........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
    T MICHAEL GOODRICH VICE PRESIDENT
    1.00     		0 0 0
    3320 DELL ROAD
    BIRMINGHAM,AL35223
    GILLIAN W GOODRICH PRESIDENT
    1.00     		0 0 0
    3320 DELL ROAD
    BIRMINGHAM,AL35223
    T MICHAEL GOODRICH II SECRETARY
    1.00     		0 0 0
    1815 KENSINGTON ROAD
    BIRMINGHAM,AL35209
    MARY B GOODRICH DIRECTOR
    1.00     		0 0 0
    2820 SHOOK HILL ROAD
    BIRMINGHAM,AL35223
    GILLIAN G GOODRICH DIRECTOR
    1.00     		0 0 0
    1721 SIXTH STREET
    NEW ORLEANS,LA70115
    ALI GOODRICH DIRECTOR
    1.00     		0 0 0
    3305 DELL ROAD
    BIRMINGHAM,AL35223
    CAROL W BUTLER EXECUTIVE DIRECTOR
    40.00     		178,169 7,127 0
    4761 OLD LOONEY MILL RD
    BIRMINGHAM,AL35243
    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 R BICE EDUCATION DIRECTOR
    40.00     		148,025 0 0
    2716 HANOVER CIRCLE 700
    BIRMINGHAM,AL35205
    GILLIAN E PUFFER GRANTS COORDINATOR
    40.00     		64,727 410 0
    4515 JESSUP LANE
    HOOVER,AL35226
    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
    77,730,259
    b
    Average of monthly cash balances.......................
    1b
    2,287,464
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    80,017,723
    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
    80,017,723
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    1,200,266
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    78,817,457
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    3,940,873
    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
    3,940,873
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    23,168
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    23,168
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    3,917,705
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    24,513
    5
    Add lines 3 and 4............................
    5
    3,942,218
    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
    3,942,218
    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
    4,440,081
    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
    4,440,081
    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
    23,168
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    4,416,913
    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 3,942,218
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 3,728,015
    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$ 4,440,081
    a Applied to 2017, but not more than line 2a 3,728,015
    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..... 712,066
    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 .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		3,230,152
    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).)
    T MICHAEL GOODRICH
    GILLIAN W GOODRICH
    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:
    CAROL BUTLER
    3800 COLONNADE PARKWAY SUITE 430
    BIRMINGHAM,AL35243
    (205) 259-2060
    bThe form in which applications should be submitted and information and materials they should include:
    PLEASE CONTACT THE FOUNDATION FOR INFORMATION ON HOW TO SUBMIT A GRANT REQUEST
    cAny submission deadlines:
    PLEASE CONTACT THE FOUNDATION FOR INFORMATION ON HOW TO SUBMIT A GRANT REQUEST
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    PLEASE CONTACT THE FOUNDATION FOR INFORMATION ON HOW TO SUBMIT A GRANT REQUEST
    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 G GASTON BOYS & GIRLS CLUBS
    2900 S PARK DR SW
    BIRMINGHAM,AL35211     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 100,000
    A EDUCATION PARTNERSHIP
    PO BOX 4433
    MONTGOMERY,AL36103     		  EXEMPT ORG OPERATING AND ORGANIZATIONAL SUPPORT OF ORGANIZATION AND SUPPORT ALABAMA SCHOOL READINESS ALLIANCE 125,000
    ACADEMY OF CRAFT TRAINING
    1830 28TH AVENUE SOUTH
    BIRMINGHAM,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    AIDS ALABAMA
    PO BOX 55703
    BIRMINGHAM,AL35255     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    ALABAMA BALLET
    2726 1ST AVE S
    BIRMINGHAM,AL35233     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    ALABAMA COALITION FOR PUBLIC CHARTER SCHOOLS
    4215 GLENWOOD AVENUE
    BIRMINGHAM,AL35222     		  EXEMPT ORG SUPPORT DEVELOPMENT OF CHARTER SCHOOL RESOURCE CENTER 100,000
    ALABAMA COUNCIL ON ECONOMIC EDUCATION
    PO BOX 293930
    BIRMINGHAM,AL35229     		  EXEMPT ORG TO SUPPORT TEACHER TRAINING PROGRAMS 15,000
    ALABAMA ENVIRONMENTAL COUNCIL
    2431 2ND AVE N
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 1,000
    ALABAMA GIVING
    PO BOX 530727
    BIRMINGHAM,AL35253     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 800
    ALABAMA MOVING IMAGE ASSOCIATION
    2310 FIRST AVENUE NORTH
    BIRMINGHAM,AL35203     		  EXEMPT ORG SIDEWALK FILM FESTIVAL 50,000
    ALABAMA POVERTY PROJECT
    PO BOX 55058
    BIRMINGHAM,AL35255     		  EXEMPT ORG SUPPORT BLUEPRINTS COLLEGE ACCESS INITIATIVE 25,000
    ALABAMA SERVICE PROJECT
    521 20TH ST N
    BIRMINGHAM,AL35203     		  EXEMPT ORG SUPPORT SAWYERVILLE DAYCAMP 2,500
    ALABAMA SHAKESPEARE FESTIVAL
    1 FESTIVAL DR
    MONTGOMERY,AL36117     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    ALABAMA SYMPHONY ORCHESTRA
    3621 SIXTH AVENUE SOUTH
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    ALABAMA WILDLIFE CENTER
    100 TERRACE DRIVE
    PELHAM,AL35124     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    ALAQUEST COLLABORATIVE FOR EDUCATION
    PO BOX 550241
    BIRMINGHAM,AL35255     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    ALYS STEPHENS CENTER
    1530 3RD AVENUE SOUTH
    BIRMINGHAM,AL35294     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 40,500
    AMERICAN BASEBALL FOUNDATION
    2660 10TH AVENUE SOUTH SUITE 620
    BIRMINGHAM,AL35205     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    ARISE CITIZENS POLICY PROJECT
    400 SOUTH UNION STREET STE 340
    MONTGOMERY,AL36104     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    ARTSREVIVE
    115 VAUGHN MEMORIAL DR
    SELMA,AL36701     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    AUBURN UNIVERSITY FOUNDATION
    317 S COLLEGE ST
    AUBURN,AL36549     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 20,000
    BAMA KIDS
    2220 HIGHWAY 21
    CAMDEN,AL36726     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    BETHEL ENSLEY ACTION TASK INC
    1517 AVENUE D
    BIRMINGHAM,AL35218     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    BETTER BASICS
    211 SUMMIT PKWY
    BIRMINGHAM,AL35209     		  EXEMPT ORG SUPPORT THE READING INTERVENTION PROGRAM 30,000
    BIRMINGHAM AIDS OUTREACH
    205 32ND ST S 101
    BIRMINGHAM,AL35233     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 11,000
    BIRMINGHAM BOTANICAL GARDENS
    2612 LANE PARK ROAD
    BIRMINGHAM,AL35223     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 16,000
    BIRMINGHAM CHILDREN'S THEATRE
    PO BOX 1362
    BIRMINGHAM,AL35201     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 30,000
    BIRMINGHAM CIVIL RIGHTS INSTITUTE
    520 16TH STREET NORTH
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 75,000
    BIRMINGHAM EDUCATION FOUNDATION
    PO BOX 1476
    BIRMINGHAM,AL35201     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 30,000
    BIRMINGHAM MUSEUM OF ART
    2000 8TH AVE N
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 46,625
    BIRMINGHAM SOUTHERN COLLEGE
    900 ARKADELPHIA ROAD
    BIRMINGHAM,AL35254     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 30,500
    BIRMINGHAM VOLUNTEER LAYWERS PROGRAM
    2021 2ND AVENUE NORTH
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    BIRMINGHAM ZOO INC
    2630 CAHABA ROAD
    BIRMINGHAM,AL35223     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    BLACK BELT COMMUNITY FOUNDATION
    P O BOX 2020
    SELMA,AL36702     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    BOY SCOUTS OF AMERICA
    516 LIBERTY PKWY
    VESTAVIA HILLS,AL35242     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 30,000
    BOYS & GIRLS CLUB OF WEST ALABAMA
    2201 ALBERTA DRIVE
    TUSCALOOSA,AL35404     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    BRIDGE BUILDERS ALABAMA
    1125 EAST FAIRVIEW AVENUE
    MONTGOMERY,AL36106     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    BUILD A BETTER COMMUNITY
    72 BEECH ST
    VREDENBURGH,AL36481     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 12,500
    BUILD URBAN PROSPERITY
    2301 AVENUE EAST
    BIRMINGHAM,AL35218     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    CAHABA RIVER SOCIETY
    2717 7TH AVE S 205
    BIRMINGHAM,AL35233     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    CAMP SIMLE A MILE
    1600 2ND AVE S
    BIRMINGHAM,AL35223     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 35,000
    CENTER POINT ELEMENTARY SCHOOL
    4801 INDIAN TRAIL
    CENTER POINT,AL35215     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 7,500
    CHILDCARE RESOURCES
    1904 1ST AVE N
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    CHILDREN'S DANCE FOUNDATION
    1715 27TH COURT SOUTH
    BIRMINGHAM,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    CHILDREN'S HOSPITAL FOUNDATION
    1600 7TH AVENUE SOUTH
    BIRMINGHAM,AL35233     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    COLLEGE ADMISSIONS MADE POSSIBLE
    507 OAK TRACE CIR
    HOOVER,AL35244     		  EXEMPT ORG SUPPORT BIRMINGHAM ACADEMY PROGRAM & CAMPS OPERATIONS 40,000
    COMMUNITY FOUNDATION OF GREATER BIRMINGHAM
    2100 FIRST AVENUE NORTH SUITE 700
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 2,000
    CONSERVATION ALABAMA FOUNDATION
    PO BOX 2665
    MOBILE,AL36652     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    COOSA RIVERKEEPER
    PO BOX 373
    RIVERSIDE,AL35135     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    CORNERSTONE SCHOOL
    135 54TH STREET NORTH
    BIRMINGHAM,AL35212     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    CORPS MEMBER EDUCATION FOUNDATION
    1481 WINDING HOLLOW LANE
    MEQUON,WI53092     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    CREATE BIRMINGHAM
    310 18TH ST N
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    DESERT ISLAND SUPPLY CO
    5500 1ST AVE N
    BIRMINGHAM,AL35212     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 75,000
    ENTREPRENEURIAL VENTURES EDUCATION INC
    1001 MARINA DR APT 410
    QUINCY,MA02171     		  EXEMPT ORG SUPPORT SUMMER ADVANTAGE PROGRAM 20,000
    EQUAL JUSTICE INITIATIVE
    122 COMMERCE ST
    MONTGOMERY,AL36104     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 1,000
    EXCEPTIONAL FOUNDATION
    1616 OXMOOR RD
    BIRMINGHAM,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    FIREHOUSE SHELTER
    1501 3RD AVE N
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 1,000
    FOUNDATIONS EARLY LEARNING & FAMILY CENTER
    PO BOX 131092
    BIRMINGHAM,AL35213     		  EXEMPT ORG SUPPORT OF EARLY EDUCATION FRAMEWORK 10,000
    FRESHWATER LAND TRUST
    2308 FIRST AVENUE NORTH
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 31,500
    FRIENDS OF THE MARKET
    1130 22ND STREET SOUTH SUITE 3500
    BIRMINGHAM,AL35205     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    GATEWAY
    1401 20TH ST S
    BIRMINGHAM,AL35205     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 31,000
    GIRLS ON THE RUN BIRMINGHAM
    PO BOX 530244
    BIRMINGHAM,AL35253     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    GLENWOOD AUTISM AND BEHAVIORAL HEALTH CENTER
    150 GLENWOOD LN
    BIRMINGHAM,AL35242     		  EXEMPT ORG SUPPORT NEW EDUCATION AND EARLY INTERVENTION CENTER 50,000
    GROWING KINGS INC
    PO BOX 291
    BIRMINGHAM,AL35201     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    HALE EMPOWERMENT AND REVITALIZATION ORGANIZATION
    1120 MAIN STREET
    GREENSBORO,AL36744     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 75,000
    HIGHLANDS DAY SCHOOL
    4901 OLD LEEDS ROAD
    BIRMINGHAM,AL35213     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 35,000
    HISPANIC INTEREST COALITION OF ALABAMA
    260 F WEST VALLEY AVENUE
    BIRMINGHAM,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    HOLY FAMILY CRISTO REY
    2001 19TH ST ENSLEY
    BIRMINGHAM,AL35218     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    IMPACT ALABAMA
    1901 6TH AVENUE NORTH SUITE 2400
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    INDIAN SPRINGS SCHOOL
    190 WOODWARD DR
    INDIAN SPRINGS VILLAGE,AL35124     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    JEFFERSON STATE COMMUNITY COLLEGE
    4600 VALLEYDALE ROAD
    BIRMINGHAM,AL35242     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 60,000
    JONES VALLEY TEACHING FARM
    701 25TH STREET NORTH
    BIRMINGHAM,AL35223     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    KID ONE TRANSPORT
    12 OFFICE PARK CIRCLE 115
    BIRMINGHAM,AL35223     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    LAKESHORE FOUNDATION
    4000 RIDGEWAY DRIVE
    BIRMINGHAM,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    LITERACY COUNCIL OF CENTRAL ALABAMA
    2301 1ST AVE N SUITE 102
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    LITERACY COUNCIL OF WEST ALABAMA
    3401 MARTIN LUTHER KING JR BLVD
    TUSCALOOSA,AL35401     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 30,000
    LIVING RIVER
    3603 LORNA RIDGE DRIVE
    BIRMINGHAM,AL35216     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 8,333
    MAIN STREET ALABAMA
    880 MONTCLAIR ROAD 245
    BIRMINGHAM,AL35213     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 35,000
    MCWANE SCIENCE CENTER
    200 19TH STREET NORTH
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 26,000
    M-POWER MINISTRIES
    4022 4TH AVENUE SOUTH
    BIRMINGHAM,AL35222     		  EXEMPT ORG SUPPORT EXPANSION OF LITERACY AND GED PROGRAMMING 30,000
    NATIONAL ALLIANCE FOR PUBLIC CHARTER SCHOOLS
    1101 15TH STREET NW NO 1010
    WASHINGTON,DC20005     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    NATIONAL CENTER FOR FAMILY PHILANTHROPY
    1101 CONNECTICUT AVE NW
    WASHINGTON,DC20036     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 1,000
    NATIONAL INTERSCHOLASTIC CYCLING ASSOCIATION
    2414 6TH STREET
    BERKELEY,CA94710     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 500
    NATURE CONSERVANCY OF ALABAMA
    2100 1ST AVENUE N STE 500
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 200,000
    NEIGHBORHOOD HOUSING SERVICES OF BIRMINGHAM
    601 19TH STREET NORTH
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    OPERA BIRMINGHAM
    3601 6TH AVENUE SOUTH
    BIRMINGHAM,AL35222     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,500
    PEER INC
    7753 1ST AVENUE SOUTH
    BIRMINGHAM,AL35206     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 20,000
    PATHWAYS
    409 RICHARD ARRINGTON JR BLVD N
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATIONAL SUPPORT OF ORGANIZATION 1,000
    PHILANTHROPY ROUNDTABLE
    1120 20TH STREET NW
    WASHINGTON,DC20036     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 500
    PRESBYTERIAN HOME FOR CHILDREN
    P O BOX 577
    TALLADEGA,AL35160     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 1,000
    PRESCHOOL PARTNERS FOUNDATION
    3736 MONTROSE ROAD
    BIRMINGHAM,AL35213     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    PUBLIC AFFAIRS RESEARCH COUNCI
    451 FLORIDA STREET SUITE 300
    BATON ROUGE,LA70801     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 20,000
    RAILROAD PARK FOUNDATION
    1600 1ST AVENUE SOUTH
    BIRMINGHAM,AL35233     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 1,000
    RED MOUNTAIN PARK FUND
    277 LYON LANE
    BIRMINGHAM,AL35211     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 1,000
    RENAISSANCE MARION
    PO BOX 942
    MARION,AL36756     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 250
    REV BIRMINGHAM
    505 20TH ST N
    BIRMINGHAM,AL35203     		  EXEMPT ORG SUPPORT WOODLAWN URBANMAIN PROGRAM 25,000
    RONALD MCDONALD HOUSE CHARITIES
    1700 4TH AVE S
    BIRMINGHAM,AL35233     		  EXEMPT ORG SUPPORT FACILITY EXPANSION 25,000
    RUFFNER MOUNTAIN NATURE PRESERVE
    1214 81ST STREET SOUTH
    BIRMINGHAM,AL35206     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 500
    SOUTHEASTERN COUNCIL OF FOUNDATIONS
    50 HURT PLAZA SUITE 350
    BIRMINGHAM,AL30303     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 8,570
    SOUTHERN ENVIRONMENTAL LAW CENTER
    2829 2ND AVENUE SOUTH STE 282
    BIRMINGHAM,AL35233     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 2,500
    SPACE ONE ELEVEN
    2409 SECOND AVENUE NORTH
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 20,000
    STAIR OF BIRMINGHAM
    3100 HIGHLAND AVENUE
    BIRMINGHAM,AL35205     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 20,000
    TARRANT CITY SCHOOLS
    1318 ALABAMA STREET
    TARRANT,AL35217     		  EXEMPT ORG SUPPORT SUMMER LEARNING PROGRAM 7,500
    TEACH FOR AMERICA OF ALABAMA
    217 WASHINGTON STREET
    MARION,AL36756     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 100,000
    THE BELL CENTER FOR EARLY LEARNING INTERVENTION PROGRAMS
    1700 29TH COURT S
    BIRMINGHAM,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    THEO RATLIFF ACTIVITY CENTER
    306 1ST AVE
    DEMOPOLIS,AL36732     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 2,500
    TRIUMPH SERVICES
    1025 23RD STREET SOUTH SUITE 300
    BIRMINGHAM,AL35205     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 1,500
    TUTWILER COMMUNITY EDUCATION CENTER
    PO BOX 448
    TUTWILER,MS38963     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 2,500
    UAB ATHLETIC FOUNDATION
    1720 2ND AVE SOUTH STE AB 1030
    BIRMINGHAM,AL35294     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    UAB COMPREHENSIVE CANCER CENTER
    1824 SIXTH AVENUE SOUTH
    BIRMINGHAM,AL35294     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 90,000
    UAB SCHOOL OF NURSING
    1701 UNIVERSITY BOULEVARD
    BIRMINGHAM,AL35294     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 100,000
    UNITED WAY OF CENTRAL ALABAMA
    3600 8TH AVENUE SOUTH STE 501
    BIRMINGHAM,AL35232     		  EXEMPT ORG SUPPORT SUCCESS BY SIX PROGRAM 15,000
    UNIVERSITY CHARTER SCHOOL
    PO BOX 1053
    LIVINGSTON,AL35470     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 150,000
    UNIVERSITY OF MISSISSIPPI FOUNDATION
    406 UNIVERSITY AVENUE
    OXFORD,MS38655     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    URBAN MINISTRY INC
    1229 COTTON AVE SW
    BIRMINGHAM,AL35211     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    VENTURE FOR AMERICA
    40 W 29TH ST
    NEW YORK,NY10001     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 64,500
    VIRGINIA SAMFORD THEATRE
    1116 26TH STREET SOUTH
    BIRMINGHAM,AL35205     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    VOICES FOR ALABAMA'S CHILDREN
    P O BOX 4576
    MONTGOMERY,AL36103     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    VULCAN PARK AND MUSEUM
    1701 VALLEY VIEW DRIVE
    BIRMINGHAM,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 20,000
    WOMENS FUND OF GREATER BIRMINGHAM
    2201 5TH AVENUE SOUTH SUITE 110
    BIRMINGHAM,AL35233     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 51,000
    WOODLAWN COMMUNITY CHARTER SCHOOL
    3800 COLONNADE PARKWAY SUITE 430
    BIRMINGHAM,AL35243     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    WOODLAWN FOUNDATION
    3800 COLONNADE PARKWAY SUITE 430
    BIRMINGHAM,AL35243     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 242,500
    WWNO NATION PUBLIC RADIO NEW ORLEANS
    2000 LAKESHORE DRIVE
    NEW ORLEANS,LA70148     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    YOUTHSERVE
    P O BOX 530334
    BIRMINGHAM,AL35253     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 31,000
    YWCA OF CENTRAL ALABAMA
    309 NORTH 23RD STREET
    BIRMINGHAM,AL35203     		  EXEMPT ORG SUPPORT THE FAMILY RESOURCE CENTER AND SUMMER PROGRAMS 80,000
    Total .................................bullet 3a 3,881,078
    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 1,147,125  
    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 16,500  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 1,653,933  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 2,817,558 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    2,817,558
    (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:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 15,000 11,250   3,750

    TY 2018 InvestmentsCorpBondsSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Name of Bond End of Year Book Value End of Year Fair Market Value
    CORPORATE BONDS 4,464,088 4,464,088

    TY 2018 InvestmentsCorpStockSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Name of Stock End of Year Book Value End of Year Fair Market Value
    PUBLICLY TRADED STOCKS 15,600,004 15,600,004

    TY 2018 InvestmentsOtherSchedule2
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    PRIVATE EQUITY FUNDS, HEDGE FUNDS AND OTHER INVESTMENTS FMV 27,027,128 27,027,128
    FIXED INCOME INVESTMENTS FMV 5,157,048 5,157,048
    MUTUAL AND EXCHANGE TRADED FUNDS FMV 19,614,815 19,614,815

    TY 2018 LandEtcSchedule2
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    FURNITURE & FIXTURES 50,539 22,125 28,414 28,414
    LEASEHOLD IMPROVEMENTS 200,400 17,628 182,772 182,772


    TY 2018 OtherAssetsSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    PROGRAM RELATED INVESTMENT - MSB-WU NOTE 178,009 153,496 153,496


    TY 2018 OtherDecreasesSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Description Amount
    UNREALIZED GAINS (LOSSES) 5,378,316


    TY 2018 OtherExpensesSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    DEDUCTIONS FROM PASSTHROUGH INVESTMENTS 122,299 122,299   0
    FOREIGN TAX CONVERSION FEES 5,612 5,612   0
    OTHER OFFICE EXPENSES 19,504 0   19,504
    OTHER PASSTHROUGH EXPENSES 1,575 0   0


    TY 2018 OtherIncomeSchedule2
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    ARTISAN: DYNAMIC EQUITY 150 150 150
    CORRELATION VENTURES II -16 -16 -16
    WEST STREET CAPITAL PARTNERS VII 9,151 9,151 9,151
    TA ASSOCIATIONS 4,371 4,371 4,371
    REDMONT PRIVATE DEBT III 2,844 2,844 2,844


    TY 2018 OtherIncreasesSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Description Amount
    PASS THROUGH INCOME/LOSS FROM PARTNERSHIPS 122


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OTHER 45,735 45,735   0
    INVESTMENT ADVISORY FEES - FAM 174,169 174,169   0
    OTHER - EVALUATIONS 7,190 0   7,190
    OTHER INVESTMENT EXPENSES 123,813 123,813   0


    TY 2018 TaxesSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT INCOME TAXES PAID 141,000 0   0
    FOREIGN TAXES PAID 17,914 17,914   0
    OTHER TAXES 300 0   300
    PAYROLL TAXES 26,495 0   26,495