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
2019
Open to Public Inspection
For calendar year 2019, or tax year beginning 01-01-2019 , and ending 12-31-2019
Name of foundation
RUSSELL FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)2116 ARISTOCRAT DR
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
IRVING, TX750633476
A Employer identification number

20-2021512
B Telephone number (see instructions)

(972) 432-9338
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$1,899,443J 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 7,241 7,241 7,241
4 Dividends and interest from securities... 34,941 34,941 34,941
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 51,721
b Gross sales price for all assets on line 6a 598,949
7 Capital gain net income (from Part IV, line 2)... 51,721
8 Net short-term capital gain......... 3,071
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 93,903 93,903 45,253
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 5,778   5,778  
c Other professional fees (attach schedule)....        
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 507 -507    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 7,214 -4,537 2,677  
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 13,499 -5,044 8,455 0
25 Contributions, gifts, grants paid....... 70,500 70,500
26 Total expenses and disbursements. Add lines 24 and 25 83,999 -5,044 8,455 70,500
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 9,904
b Net investment income (if negative, enter -0-) 98,947
c Adjusted net income (if negative, enter -0-)... 36,798
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2019)
Form 990-PF (2019)
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............. 48,717 13,706 13,706
2 Savings and temporary cash investments......... 32,778 36,339 36,339
3 Accounts receivable bullet1,624
Less: allowance for doubtful accounts bullet   55 1,624 1,624
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.......... 1,243 1,500 1,500
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 977,313 Click to see attachment850,741 1,169,217
c Investments—corporate bonds (attach schedule)....... 315,099 Click to see attachment521,928 527,057
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans............. 150,000 150,000 150,000
13 Investments—other (attach schedule).......... 40,912    
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 1,566,117 1,575,838 1,899,443
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) Click to see attachment515 Click to see attachment-391
23 Total liabilities (add lines 17 through 22)......... 515 -391
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here bullet
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here bullet
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........    
27 Paid-in or capital surplus, or land, bldg., and equipment fund    
28 Retained earnings, accumulated income, endowment, or other funds 1,565,602 1,576,229
29 Total net assets or fund balances (see instructions)..... 1,565,602 1,576,229
30 Total liabilities and net assets/fund balances (see instructions). 1,566,117 1,575,838
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 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
1,565,602
2
Enter amount from Part I, line 27a .....................
2
9,904
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
1,238
4
Add lines 1, 2, and 3 ..........................
4
1,576,744
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
515
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
1,576,229
Form 990-PF (2019)
Form 990-PF (2019)
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 150.000 CELGENE CORP XXX-XX-XXXX P 2011-04-19 2019-11-21
b 4,058.313 LORD ABBETT SHRT DUR INC-F P 2018-11-09 2019-09-27
c 4519.302JPM CORE BOND FD - USD - R6 P   2019-03-15
d 150.000 CELGENE CORP XXX-XX-XXXX P 2011-04-19 2019-11-21
e 605.380 MFS EMERGING MKTS DEBT FD R6 P 2018-11-29 2019-02-19
507.685JPM EQ INC FD - USD - R646636 P   2019-04-10
1,110.618 JPM INTREPID EUROPEAN FD - P 2017-11-10 2019-08-15
41.814 OAKMARK INTERNATIONAL-INST 41 P 2018-12-14 2019-04-10
781.477JPM GL RES ENH IDX FD - USD - P   2019-09-27
1,076.195 JPM US LARGE CP CORE PLUS P 2016-03-18 2019-08-15
937.282 PIMCO INVESTMENT GRADE CORPO P   2019-02-06
844.44JPM UNCONSTRAINED DEBT FD - US P 2018-01-10 2019-02-06
1,076.195 JPM US LARGE CP CORE PLUS P 2016-03-18 2019-08-15
1,632.535 VANGUARD TOTAL BOND MARKET P 2019-03-15 2019-06-17
717.585JPM US L/C CORE PL FD - USD - P   2019-11-14
850.000 PFIZER INC XXX-XX-XXXX P 2016-07-27 2019-08-15
199.000 VANGUARD SHORT-TERM BOND ETF P 2018-12-13 2019-02-06
125.502 MFS INTL VALUE-R6 XXX-XX-XXXX P 2012-03-21 2019-04-10
532 EXXON MOBIL CORP 30231G102 P 2005-12-27 2019-08-15
214.000 VANGUARD SHORT-TERM BOND ETF P   2019-09-23
195.593 MFS INTL INTRINSIC VALUE-R6 P   2019-08-23
0.857 KONTOOR BRANDS INC 50050N103 P 2005-12-27 2019-08-15
789.377 CRM LONG/SHORT OPPORTUNITIES P   2019-08-15
327.248 OAKMARK INTERNATIONAL-INST 4 P 2013-11-04 2019-02-19
2,413.128 BLACKSTONE ALT MULTI-STRAT P   2019-08-15
1218.812DODGE & COX INCOME FD2562101 P   2019-02-06
533.073 OAKMARK INTERNATIONAL-INST 4 P   2019-04-10
13.618 CRM LONG/SHORT OPPORTUNITIES P   2019-08-15
927.709DOUBLELINE TOTL RET BND-I2586 P   2019-02-06
964.542 PIMCO FD PAC INV MGMT SERIES P 2016-02-23 2019-03-04
275.773 DIAMOND HILL LONG/SHORT-Y 25 P 2018-12-07 2019-06-17
863.991EQUINOX FDS TR IPM SYSTMATC I P   2019-08-15
857.678 PIMCO INVESTMENT GRADE CORPO P 2018-01-30 2019-02-06
157.000 ISHARES BARCLAYS MBS BOND FU P 2019-02-06 2019-09-23
63.797FIDELITY 500 INDEX FD-AI315911 P 2018-02-08 2019-11-21
530.828 PRIMECAP ODYSSEY STOCK FD 74 P   2019-04-10
2,029.360 JPM CORE BOND FD - USD - R P   2019-03-15
127ISHARES MSCI EAFE INDEX FUND46428 P   2019-11-21
1396.336 VANGUARD TOTAL INTL BND-ADM P 2017-04-11 2019-09-27
14.239 JPM EQ INC FD - USD - R6 4663 P 2018-12-13 2019-04-10
49ISHARES INC MSCI JAPAN NEW46434G82 P 2018-01-10 2019-03-07
160.863 JPM US L/C CORE PL FD - USD P 2007-03-02 2019-04-10
313.075 JPM US L/C CORE PL FD - USD P   2019-11-14
90ISHARES INC MSCI JAPAN NEW46434G82 P 2018-01-10 2019-03-07
66.504 JPM US L/C CORE PL FD - USD - P   2019-11-14
(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 16,307   4,221 12,086
b 17,126   16,842 284
c 51,610   52,897 -1,287
d     4,917 -4,917
e 8,590   8,215 375
9,006   5,163 3,843
25,000   29,896 -4,896
977   883 94
16,856   14,096 2,760
25,000   28,024 -3,024
9,485   9,620 -135
8,174   8,478 -304
1,300     1,300
17,713   17,240 473
18,076   19,178 -1,102
28,919   31,403 -2,484
15,676   15,559 117
5,379   3,204 2,175
35,823   29,723 6,100
17,266   16,893 373
8,321   4,924 3,397
25     25
8,138   8,161 -23
7,314   8,676 -1,362
25,941   25,767 174
16,430   16,763 -333
12,453   11,279 1,174
140   129 11
9,676   10,381 -705
8,420   7,741 679
7,264   7,001 263
8,070   8,779 -709
8,680   8,933 -253
16,977   16,488 489
6,898   5,764 1,134
17,443   7,800 9,643
23,175   22,811 364
8,608   8,014 594
32,856   30,314 2,542
253   236 17
2,619   3,079 -460
4,435   3,002 1,433
7,886   7,714 172
4,810   5,657 -847
1,675   1,363 312
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       12,086
b       284
c       -1,287
d       -4,917
e       375
      3,843
      -4,896
      94
      2,760
      -3,024
      -135
      -304
      1,300
      473
      -1,102
      -2,484
      117
      2,175
      6,100
      373
      3,397
      25
      -23
      -1,362
      174
      -333
      1,174
      11
      -705
      679
      263
      -709
      -253
      489
      1,134
      9,643
      364
      594
      2,542
      17
      -460
      1,433
      172
      -847
      312
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 51,721
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 3,071
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))
2018 66,800 1,486,597 0.044935
2017 72,999 1,536,174 0.047520
2016 73,000 1,204,411 0.060611
2015 68,821 1,132,109 0.060790
2014 65,877 1,028,798 0.064033
2
Total of line 1, column (d) .....................
2
0.277889
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
0.055578
4
Enter the net value of noncharitable-use assets for 2019 from Part X, line 5......
4
1,798,403
5
Multiply line 4 by line 3......................
5
99,952
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
989
7
Add lines 5 and 6........................
7
100,941
8
Enter qualifying distributions from Part XII, line 4,.............
8
70,500
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 (2019)
Form 990-PF (2019)
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 1,979
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2  
3 Add lines 1 and 2........................... 3 1,979
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4  
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 1,979
6 Credits/Payments:
a 2019 estimated tax payments and 2018 overpayment credited to 2019 6a 1,500
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 1,500
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 479
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2020 estimated taxBullet   RefundedBullet 11  
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$   (2) On foundation managers.bullet$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$  
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
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)
    bulletTX
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2019 or the taxable year beginning in 2019? 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 (2019)
    Form 990-PF (2019)
    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.THERUSSELLFOUNDATION.ORG
    14
    The books are in care ofbulletJOHN J FLOWERS Telephone no.bullet (972) 432-9338

    Located atbullet2116 ARISTOCRAT DRIVEIRVINGTX ZIP+4bullet750633476
    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 2019, 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 2019?.............
    1c
     
     
    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 2019, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2019?.............
    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 2019 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 2019.)..................
    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 2019?
    4b
     
    No
    Form 990-PF (2019)
    Form 990-PF (2019)
    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
    JOHN J FLOWERS CHAIRMAN & V
    000.00     		0 0 0
    2116 ARISTOCRAT DRIVE
    IRVING,TX750633476
    HARRIETT T FLOWERS DIRECTOR
    000.00     		0 0 0
    2116 ARISTOCRAT DR
    IRVING,TX750633476
    MICHAEL K BREDEMEIER DIRECTOR
    000.00     		0 0 0
    1657 HOBBIT RD
    DUNEDIN,FL346982912
    SARAH BREDEMEIER MARTIN DIRECTOR
    000.00     		0 0 0
    2806 CRESTRIDGE CT
    GRAPEVINE,TX760516461
    J JEFFERSON FLOWERS PRESIDENT
    000.00     		0 0 0
    200 CALADIUM CIR
    FLOWER MOUND,TX750285139
    RICHMOND C FLOWERS DIRECTOR
    000.00     		0 0 0
    11345 7TH ST
    TREASURE ISLAND,FL337063037
    LAURA R FREEMAN DIRECTOR
    000.00     		0 0 0
    905 DOVE CREEK RD
    BARTONVILLE,TX762261709
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet  
    Form 990-PF (2019)
    Form 990-PF (2019)
    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.............bullet  
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    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 N/A  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet  
    Form 990-PF (2019)
    Form 990-PF (2019)
    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
    1,615,431
    b
    Average of monthly cash balances.......................
    1b
    60,359
    c
    Fair market value of all other assets (see instructions)................
    1c
    150,000
    d
    Total (add lines 1a, b, and c).........................
    1d
    1,825,790
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
    1,825,790
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    27,387
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    1,798,403
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    89,920
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    89,920
    2a
    Tax on investment income for 2019 from Part VI, line 5......
    2a
    1,979
    b
    Income tax for 2019. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    1,979
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    87,941
    4
    Recoveries of amounts treated as qualifying distributions................
    4
     
    5
    Add lines 3 and 4............................
    5
    87,941
    6
    Deduction from distributable amount (see instructions).................
    6
     
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    87,941
    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
    70,500
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    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
    70,500
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    70,500
    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 (2019)
    Form 990-PF (2019)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2018     		(c)
    2018     		(d)
    2019
    1 Distributable amount for 2019 from Part XI, line 7 87,941
    2 Undistributed income, if any, as of the end of 2019:
    a Enter amount for 2018 only.......  
    b Total for prior years:20, 20, 20  
    3 Excess distributions carryover, if any, to 2019:
    a From 2014...... 15,683
    b From 2015...... 13,574
    c From 2016...... 18,289
    d From 2017...... 8,957
    e From 2018......  
    fTotal of lines 3a through e........ 56,503
    4Qualifying distributions for 2019 from Part
    XII, line 4: bullet$ 70,500
    a Applied to 2018, but not more than line 2a  
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		 
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		 
    d Applied to 2019 distributable amount..... 70,500
    e Remaining amount distributed out of corpus  
    5 Excess distributions carryover applied to 2019. 17,441 17,441
    (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 39,062
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		 
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		 
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		 
    e Undistributed income for 2018. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		 
    f Undistributed income for 2019. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2020 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		 
    8 Excess distributions carryover from 2014 not
    applied on line 5 or line 7 (see instructions) ...     		 
    9Excess distributions carryover to 2020.
    Subtract lines 7 and 8 from line 6a ......     		39,062
    10 Analysis of line 9:
    a Excess from 2015.... 11,816
    b Excess from 2016.... 18,289
    c Excess from 2017.... 8,957
    d Excess from 2018....  
    e Excess from 2019....  
    Form 990-PF (2019)
    Form 990-PF (2019)
    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 2019, 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) 2019 (b) 2018 (c) 2017 (d) 2016
             
    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).)
    JOHN J FLOWERS
    HARRIETT T FLOWERS
    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:
    JOHN J FLOWERS
    2116 ARISTOCRAT DR
    IRVING,TX750633476
    (214) 274-5808
    bThe form in which applications should be submitted and information and materials they should include:
    THE FOUNDATION ACCEPTS WRITTEN APPLICATIONS DISCLOSING INFORMATION INCLUDING BUT NOT LIMITED TO: GENERAL PURPOSE OF THE PROSPECT'S ACTIVITIES, INDIVIDUAL CONTACT INFORMATION, IRS TAX IDENTIFICATION NUMBER AND COPY OF 501(C)3 DETERMINATION LETTER, FINANCIAL STATEMENTS FOR THE THREE PRECEDING FISCAL YEARS, THE AMOUNT AND DETAILS OF THE PROJECT FOR WHICH THE GRANT REQUESTED, RESUMES OF THE BOARD OF DIRECTORS AND KEY PERSONNEL.
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    THE FOUNDATION HAS HISTORICALLY CENTERED ITS CONTRIBUTIONS TO QUALIFIED CHARITABLE ORGANIZATIONS WHOSE PROJECTS AND RESEARCH SEEK SOLUTION TO INDIVIDUAL AND SYSTEMATIC ISSUES HAVING ENDURING EFFECTS ON THE PHYSICAL, INTELLECTUAL AND EMOTIONAL DEVELOPMENT OF CHILDREN AND YOUTH OF ALL AGES AND SOCIO-ECONOMIC STATUS.
    Form 990-PF (2019)
    Form 990-PF (2019)
    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
    C5 YOUTH FOUNDATION OF TEXAS
    3012 INDUSTRIAL TERRACE
    DALLAS,TX78758     		NONE   CHANGE THE ODDS FOR HIGH POTENTIAL 10,000
        YOUTH, INSPIRING THEM TO PURSUE  
        PERSONAL SUCCESS.  
    GIRL START
    1400 W ANDERSON LN
    AUSTIN,TX78757     		NONE   EMPOWERING GIRLS IN SCIENCE, 10,000
        TECHNOLOGY, ENGINEERING, & MATH  
    GRANT HALLIBURTON FOUNDATION
    6390 LBJ FWY 100
    DALLAS,TX75240     		NONE   PROVIDES MENTAL HEALTH EDUCATION, 5,000
        TRAINING, AND SUPPORT TO TEENS AND  
        FAMILIES  
    HEDAC-NFP
    111 E CHESTNUT ST UNIT 50
    CHICAGO,IL60611     		NONE   HEDAC ASSISTS TARGETED COMMUNITIES 10,000
        THROUGHOUT HONDURAS IN CREATING  
        AND MAINTAINING AN ENVIRONMENT  
        THAT HELPS CHILDREN.  
    INDIAN ROCKS CHRISTIAN SCHOOL
    12685 ULMERTON RD
    LARGO,FL33774     		    FUNDING IN SUPPORT OF THEIR NEW 3,000
        STEM RESOURCE CENTER & PROGRAMS  
        BENEFITING STUDENTS K-12.  
    LIVE LIVE JAKE FOUNDATION
    PO BOX 31652
    PALM BEACH GARDENS,FL33420     		NONE   RAISE AWARENESS FOR DROWNING 2,500
        PREVENTION AND PROVIDE SWIM LESSON  
        SCHOLARSHIPS TO THOSE WHO CANNOT  
        AFFORD THEM AS WELL AS PROVIDE  
        FINANCIAL AND EMOTIONAL SUPPORT  
        TO FAMILIES WHO HAVE LOST LOVED ONES  
    MI ESCUELITA PRESCHOOL
    4231 MAPLE AVE
    DALLAS,TX75219     		NONE   MI ESCUELITA PROVIDES PRESCHOOL 10,000
        EDUCATION TO THOUSANDS OF LOW  
        INCOME FAMILIES AND CHILDREN IN THE  
        DALLAS COMMUNITY.  
    POLICE ATHLETIC LEAGUE OF ST PETERS
    1450 16TH ST NORTH
    ST PETERSBURG,FL33704     		NONE   PAL WORKS WITH THE YOUTH OF ST. PETE 10,000
        ESPECIALLY THOSE CONSIDERED AT-RISK  
        OR DISADVANTAGED. THEY PROMOTE  
        SELF-ESTEEM, PERSONAL HEALTH, TEAM  
        SKILLS, SAFETY, AND THE LIKE. THEIR  
        IS TO PREVENT POTENTIAL NEGATIVE  
        INTERACTIONS WITH LAW ENFORCEMENT,  
        ESTABLISHING ST PETE'S POLICE AS A  
        SOURCE OF HELP AND BENEFIT FOR THE  
        COMMUNITY. WITH ORGANIZED ACTIVITIES  
        LIKE OPEN GYM NIGHTS AND WRESTLING  
        CLUB, PAL CREATES A SAFE SPACE FOR  
        FOR ST PETE YOUTH TO DEVELOP HEALTHY  
        LIFESTYLES, FOSTER GOOD RELATIONSHIP  
        WITH POLICE, AND PREVENT CRIME.  
    SPCA OF TAMPA BAY
    9099 130TH AVENUE NORTH
    LARGO,FL33773     		NONE   BENEFITS THE WELL-BEING AND 5,000
        DEVELOPMENT OF CHILDREN/YOUTH  
        THROUGH EDUCATIONAL PROGRAMS  
        ON HUMANE ANIMAL CARE, ANIMAL  
        SAFETY AND WILDLIFE WISDOM  
    YOUTH 180 OF TEXAS
    7777 FOREST LN STE C-410
    DALLAS,TX75230     		NONE   YOUTH 180 EDUCATES YOUTH (K-12) AND 5,000
        PARENTS ON COPING, DECISION-MAKING,  
        AND PROBLEM-SOLVING SKILLS AS WELL A  
        THE RISKS ASSOCIATED WITH SUBSTANCE  
        ABUSE.  
    Total .................................bullet 3a 70,500
    bApproved for future payment
    Total .................................bullet 3b  
    Form 990-PF (2019)
    Form 990-PF (2019)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3 Interest on savings and temporary cash
    investments ...........     		    14 7,241  
    4 Dividends and interest from securities....     14 34,941  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 22,159 29,562
    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)..   64,341 29,562
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    93,903
    (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 (2019)
    Form 990-PF (2019)
    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 (2019)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description