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
2020
Open to Public Inspection
For calendar year 2020, or tax year beginning 01-01-2020 , and ending 12-31-2020
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, AL35243
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$88,080,347J 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... 1,066,709 1,066,709  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 2,253,491
b Gross sales price for all assets on line 6a 25,838,770
7 Capital gain net income (from Part IV, line 2)... 2,253,491
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 30,171 -18,336  
12 Total. Add lines 1 through 11........ 3,350,371 3,301,864  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 196,669 0   196,669
14 Other employee salaries and wages...... 226,362 0   226,362
15 Pension plans, employee benefits....... 9,915 0   9,915
16a Legal fees (attach schedule)......... Click to see attachment 273 0   273
b Accounting fees (attach schedule)....... Click to see attachment 13,450 10,088   3,363
c Other professional fees (attach schedule).... Click to see attachment 188,164 183,764   4,400
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 119,986 7,264   28,189
19 Depreciation (attach schedule) and depletion... 24,049 0  
20 Occupancy.............. 74,448 0   74,448
21 Travel, conferences, and meetings....... 4,346 0   4,346
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 264,813 234,180   29,327
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,122,475 435,296   577,292
25 Contributions, gifts, grants paid....... 3,652,920 3,652,920
26 Total expenses and disbursements. Add lines 24 and 25 4,775,395 435,296   4,230,212
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -1,425,024
b Net investment income (if negative, enter -0-) 2,866,568
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2020)
Form 990-PF (2020)
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............. 120,990 751,714 751,714
2 Savings and temporary cash investments......... 2,986,207 3,484,315 3,484,315
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet   8,000    
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..........   19,000 19,000
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 16,119,047 Click to see attachment18,306,843 18,306,843
c Investments—corporate bonds (attach schedule)....... 6,379,720 Click to see attachment6,067,353 6,067,353
11 Investments—land, buildings, and equipment: basis bullet19,500
Less: accumulated depreciation (attach schedule) bullet     Click to see attachment19,500 19,500
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 56,750,979 Click to see attachment58,766,175 58,766,175
14 Land, buildings, and equipment: basis bullet259,290
Less: accumulated depreciation (attach schedule) bullet97,414 185,925 Click to see attachment161,876 161,876
15 Other assets (describe bullet) Click to see attachment128,683 Click to see attachment503,571 Click to see attachment503,571
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 82,679,551 88,080,347 88,080,347
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 attachment230,000 Click to see attachment302,000
23 Total liabilities (add lines 17 through 22)......... 230,000 302,000
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........... 82,449,551 87,778,347
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    
29 Total net assets or fund balances (see instructions)..... 82,449,551 87,778,347
30 Total liabilities and net assets/fund balances (see instructions). 82,679,551 88,080,347
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
82,449,551
2
Enter amount from Part I, line 27a .....................
2
-1,425,024
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
7,061,719
4
Add lines 1, 2, and 3 ..........................
4
88,086,246
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
307,899
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
87,778,347
Form 990-PF (2020)
Form 990-PF (2020)
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 2020-12-31 2020-12-31
b UBS BROKERAGE ACCOUNT P 2020-12-31 2020-12-31
c CORRELATION VENTURES I P 2020-12-31 2020-12-31
d CORRELATION VENTURES II P 2020-12-31 2020-12-31
e ACR INVESTCO IV, LLC P 2020-12-31 2020-12-31
FAM ABSOLUTE RETURN FUND P 2020-12-31 2020-12-31
SOLACE CAPITAL SOLUTIONS P 2020-12-31 2020-12-31
WEST STREET CAPITAL PARTNERS VII P 2020-12-31 2020-12-31
GOLDMAN SACHS PRINCETON FUND P 2020-12-31 2020-12-31
OTHER P 2020-12-31 2020-12-31
(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 21,406,411   20,088,675 1,317,736
b 3,209,201   3,137,410 71,791
c 12,164     12,164
d     57,651 -57,651
e 558,840   5,503 553,337
95     95
    188,016 -188,016
24,785     24,785
627,274   100,000 527,274
    8,024 -8,024
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       1,317,736
b       71,791
c       12,164
d       -57,651
e       553,337
      95
      -188,016
      24,785
      527,274
      -8,024
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 2,253,491
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
SECTION 4940(e) REPEALED ON DECEMBER 20, 2019 - DO NOT COMPLETE
1 Reserved
(a)
Reserved 		(b)
Reserved 		(c)
Reserved 		(d)
Reserved
2
Reserved...........................
2
3
Reserved...........................
3
4
Reserved...........................
4
5
Reserved...........................
5
6
Reserved...........................
6
7
Reserved...........................
7
8
Reserved,..........................
8
Form 990-PF (2020)
Form 990-PF (2020)
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 for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b Reserved................................ 1 39,845
c All other domestic foundations enter 1.39% 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 39,845
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 39,845
6 Credits/Payments:
a 2020 estimated tax payments and 2019 overpayment credited to 2020 6a 60,000
b Exempt foreign organizations—tax withheld at source...... 6b 0
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 60,000
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 101
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 20,054
11 Enter the amount of line 10 to be: Credited to 2021 estimated taxBullet20,054 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 the instructions
for the 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 2020 or the taxable year beginning in 2020? 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 (2020)
    Form 990-PF (2020)
    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 2020, 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 2020?.............
    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 2020, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2020?.............
    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 2020 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 2020.)..................
    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 2020?
    4b
     
    No
    Form 990-PF (2020)
    Form 990-PF (2020)
    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 DIRECTOR
    1.00     		0 0 0
    3320 DELL ROAD
    BIRMINGHAM,AL35223
    ELIZABETH GOODRICH PRESIDENT
    1.00     		0 0 0
    1815 KENSINGTON ROAD
    BIRMINGHAM,AL35209
    BRAXTON GOODRICH DIRECTOR
    1.00     		0 0 0
    2820 SHOOK HILL ROAD
    BIRMINGHAM,AL35223
    CHARLES GOODRICH SECRETARY
    1.00     		0 0 0
    3305 DELL ROAD
    BIRMINGHAM,AL35223
    CAROL W BUTLER EXECUTIVE DIRECTOR
    40.00     		196,669 7,867 0
    2305 RIVER GRAND DRIVE
    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     		158,689 0 0
    2716 HANOVER CIRCLE 700
    BIRMINGHAM,AL35205
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2020)
    Form 990-PF (2020)
    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 LOAN TO THE NATURE CONSERVANCY, A NOT FOR PROFIT CORPORATION FOR PROGRAM-RELATED PURPOSES 400,000
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet400,000
    Form 990-PF (2020)
    Form 990-PF (2020)
    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
    77,645,894
    b
    Average of monthly cash balances.......................
    1b
    2,606,770
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    80,252,664
    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
    80,252,664
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    1,203,790
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    79,048,874
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    3,952,444
    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
    3,952,444
    2a
    Tax on investment income for 2020 from Part VI, line 5......
    2a
    39,845
    b
    Income tax for 2020. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    39,845
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    3,912,599
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    25,113
    5
    Add lines 3 and 4............................
    5
    3,937,712
    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
    3,937,712
    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
    4,230,212
    b
    Program-related investments—total from Part IX-B..................
    1b
    400,000
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
    19,500
    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
    4,649,712
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    4,649,712
    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 (2020)
    Form 990-PF (2020)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2019     		(c)
    2019     		(d)
    2020
    1 Distributable amount for 2020 from Part XI, line 7 3,937,712
    2 Undistributed income, if any, as of the end of 2020:
    a Enter amount for 2019 only....... 3,341,809
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2020:
    a From 2015......  
    b From 2016......  
    c From 2017......  
    d From 2018......  
    e From 2019......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2020 from Part
    XII, line 4: bullet$ 4,649,712
    a Applied to 2019, but not more than line 2a 3,341,809
    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 2020 distributable amount..... 1,307,903
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2020. 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 2019. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2020. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2021 ..........     		2,629,809
    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 2015 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2021.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2016....  
    b Excess from 2017....  
    c Excess from 2018....  
    d Excess from 2019....  
    e Excess from 2020....  
    Form 990-PF (2020)
    Form 990-PF (2020)
    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 2020, 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) 2020 (b) 2019 (c) 2018 (d) 2017
             
    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 (2020)
    Form 990-PF (2020)
    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 SUPPORT OF ORGANIZATION 80,000
    ACADEMY OF CRAFT TRAINING
    1830 28TH AVENUE SOUTH
    BIRMINGHAM,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    AIDS ALABAMA
    3529 7TH AVE S
    BIRMINGHAM,AL35222     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    ALABAMA APPLESEED CENTER FOR LAW & JUSTICE
    309 N HULL STREET
    MONTGOMERY,AL36104     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    ALABAMA AUDUBON
    3720 4TH AVE S
    BIRMINGHAM,AL35222     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    ALABAMA BALLET
    2726 1ST AVE S
    BIRMINGHAM,AL35233     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 55,000
    ALABAMA GIVING
    PO BOX 530727
    BIRMINGHAM,AL35253     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 800
    ALABAMA INSTITUTE FOR INDEPENDENT EDUCATION
    1763 TALIAFERRO TRAIL
    MONTGOMERY,AL36117     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    ALABAMA POVERTY PROJECT
    1016 19TH STREET S
    BIRMINGHAM,AL35205     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    ALABAMA SERVICE PROJECT
    521 20TH STREET NORTH
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 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
    ALAQUEST COLLABORATIVE FOR EDUCATION
    PO BOX 550241
    BIRMINGHAM,AL35255     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    ALTAMONT SCHOOL
    4801 ALTAMONT ROAD SOUTH
    BIRMINGHAM,AL35222     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    ALYS STEPHENS PERFORMING ARTS CENTER
    1200 10TH AVE S
    BIRMINGHAM,AL35294     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 36,000
    ALZHEIMER'S ASSOCIATION ALABAMA
    2151 HIGHLAND AVE 210
    BIRMINGHAM,AL35205     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    AMERICAN BASEBALL FOUNDATION
    2660 10TH AVE S
    BIRMINGHAM,AL35205     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    ARISE CITIZENS POLICY PROJECT
    PO BOX 1188
    MONTGOMERY,AL36101     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    ARSENAL PLACE
    22 CHURCH STREET
    SELMA,AL36701     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 41,000
    ARTSREVIVE
    115 VAUGHN MEMORIAL DR
    SELMA,AL36701     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    BAMA KIDS
    2220-AL-221
    CAMDEN,AL36726     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 7,500
    BETHEL BAPTIST CHURCH
    3200 28TH AVE N
    BIRMINGHAM,AL35207     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    BETTER BASICS
    211 SUMMIT PKWY
    BIRMINGHAM,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 30,000
    BIRMINGHAM AIDS OUTREACH
    205 32ND ST S 101
    BIRMINGHAM,AL35233     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,500
    BIRMINGHAM BOTANICAL GARDENS
    2612 LANE PARK ROAD
    BIRMINGHAM,AL35223     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 11,000
    BIRMINGHAM CHILDREN'S THEATRE
    PO BOX 1362
    BIRMINGHAM,AL35201     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    BIRMINGHAM EDUCATION FOUNDATION
    PO BOX 1476
    BIRMINGHAM,AL35201     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 34,500
    BIRMINGHAM MUSEUM OF ART
    2000 8TH AVE N
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 35,000
    BIRMINGHAM SOUTHERN
    900 ARKADELPHIA ROAD
    BIRMINGHAM,AL35254     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 27,000
    BIRMINGHAM ZOO INC
    2630 CAHABA ROAD
    BIRMINGHAM,AL35223     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 75,000
    BLACKBELT REGIONAL ADVOCACY
    208 N STRAWBERRY AVE
    DEMOPOLIS,AL36732     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    BLOUNT COUNTY EDUCATION FOUNDATION
    204 2ND AVE E
    ONEONTA,AL35121     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    BOY SCOUTS OF AMERICA
    516 LIBERTY PKWY
    VESTAVIA HILLS,AL35242     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 30,000
    BOYS AND GIRLS CLUB OF WEST ALABAMA
    2201 ALBERTA PKWY
    TUSCALOOSA,AL35404     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 3,000
    BREAKTHROUGH COLLABORATIVE
    545 SANSOME STREET SUITE 700
    SAN FRANCISCO,CA94111     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 20,000
    BUILD A BETTER COMMUNITY
    1820 7TH AVE N
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 2,000
    BUILD URBAN PROSPERITY
    2301 AVENUE EAST
    BIRMINGHAM,AL35218     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    BUNDLES OF HOPE
    1430 REVEREND ABRAHAM WOOS JR BLVD
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    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 10,000
    CAMPFIRE ALABAMA
    120 OXMOOR BLVS STE 110
    HOMEWOOD,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    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 25,000
    CHILDREN'S HOSPITAL FOUNDATION
    1600 7TH AVENUE SOUTH
    BIRMINGHAM,AL35233     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 2,000
    CHRISTIAN SERVICE MISSION
    3600 3RD AVE S
    BIRMINGHAM,AL35222     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    COLLEGE ADMISSIONS MADE POSSIBLE
    507 OAK TRACE CIR
    HOOVER,AL35244     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 20,000
    COLLEGE CHOICE FOUNDATION
    1919 OXMOOR ROAD 324
    HOMEWOOD,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 30,000
    COMMUNITY FOUNDATION OF GREATER BIRMINGHAM
    2100 FIRST AVENUE NORTH SUITE 700
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 52,000
    COOSA RIVER KEEPER
    102 CROFT ST SUITE B
    BIRMINGHAM,AL35242     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    CORNERSTONE SCHOOL
    135 54TH STREET NORTH
    BIRMINGHAM,AL35212     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 20,000
    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 95,000
    EAST LAKE INITIATIVE
    7504 DIVISION AVENUE
    BIRMINGHAM,AL35206     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    EMPOWER SCHOOLS OF ALABAMA
    5122 WINDSOR PARC DR
    BESSEMER,AL35022     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    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
    FIRST LIGHT
    2230 4TH AVE N
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 2,000
    FOUNDATIONS EARLY LEARNING & FAMILY CENTER
    PO BOX 131092
    BIRMINGHAM,AL35213     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    FRESHWATER LAND TRUST
    2308 FIRST AVENUE NORTH
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 38,500
    FRIENDS OF DOWNTOWN JASPER
    1816 3RD AVE SUITE 200
    JASPER,AL35501     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    FUSE CORPS
    2 SHARP ST
    HINGHAM,MA02043     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    GATEWAY
    1401 20TH ST S
    BIRMINGHAM,AL35205     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 26,000
    GIRLS ON THE RUN BIRMINGHAM
    PO BOX 530244
    BIRMINGHAM,AL35253     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 2,000
    GLENWOOD AUTISM AND BEHAVIORAL HEALTH CENTER
    150 GLENWOOD LN
    BIRMINGHAM,AL35242     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 50,000
    GRACE EPISCOPAL CHURCH
    5712 1ST AVE N
    BIRMINGHAM,AL35212     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    HIGHLANDS DAY SCHOOL
    4901 OLD LEEDS ROAD
    BIRMINGHAM,AL35213     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    HISPANIC INTEREST COALITION OF ALABAMA
    260 F WEST VALLEY AVENUE
    BIRMINGHAM,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 30,000
    HOLY FAMILY CRISTO REY CATHOLIC HIGH SCHOOL
    1832 CENTER WAY S
    BIRMINGHAM,AL35205     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    HUB WORLDWIDE
    5120 6TH AVE A
    BIRMINGHAM,AL35212     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    IMPACT ALABAMA
    1901 6TH AVENUE NORTH SUITE 2400
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    INDEPENDENT PRESBYTERIAN CHURCH
    3100 HIGHLAND AVENUE S
    BIRMINGHAM,AL35205     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    INDIAN SPRINGS SCHOOL
    190 WOODWARD DR
    INDIAN SPRINGS VILLAGE,AL35124     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 2,500
    INSTITUTE FOR COMMUNITY YOUTH
    20TH STREET N SUITE 304
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    JONES VALLEY TEACHING FARM
    701 25TH STREET NORTH
    BIRMINGHAM,AL35223     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 210,000
    KIDS ONE TRANSPORT
    12TH ST N
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    LEGACY PREP
    1500 DANIEL PAYNE DR
    BIRMINGHAM,AL35214     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    LIFE ACADEMY OF ALABAMA
    2080 W FAIRVIEW AVE
    MONTGOMERY,AL36108     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    LITERACY COUNCIL OF WEST ALABAMA
    3401 MARTIN LUTHER KING JR BLVD
    TUSCALOOSA,AL35401     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 20,000
    LIVING RIVER
    2000 LIVING RIVER PARKWAY
    MONTEVALLO,AL35115     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 1,000
    MAGIC CITY HARVEST
    107 VULCAN ROAD STE 462
    BIRMINGHAM,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 2,500
    MAIN STREET BIRMINGHAM INC
    P O BOX 320637
    BIRMINGHAM,AL35232     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 29,500
    MASON MUSIC FOUNDATION
    3187 CAHABA HEIGHTS RD
    BIRMINGHAM,AL35243     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    MCRAE-GAINES LEARNING CENTER
    2601 MARIE FOSTER ST
    SELMA,AL36703     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 52,500
    MCWANE SCIENCE CENTER
    200 19TH STREET NORTH
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 75,000
    M-POWER MINISTRIES
    4022 4TH AVENUE SOUTH
    BIRMINGHAM,AL35222     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    NEW SCHOOLS FOR ALABAMA
    2 20TH ST N
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 100,000
    OPERA BIRMINGHAM
    3601 6TH AVENUE SOUTH
    BIRMINGHAM,AL35222     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,500
    PATHWAYS
    409 RICHARD ARRINGTON JR BLVD N
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATIONAL SUPPORT OF ORGANIZATION 11,000
    PRESCHOOL PARTNERS FOUNDATION
    3736 MONTROSE ROAD
    BIRMINGHAM,AL35213     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    PUBLIC AFFAIRS RESEARCH COUNCI
    451 FLORIDA STREET SUITE 300
    BATON ROUGE,LA70801     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    RAILROAD PARK FOUNDATION
    1600 1ST AVENUE SOUTH
    BIRMINGHAM,AL35233     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 31,000
    RED MOUNTAIN PARK FUND
    277 LYON LANE
    BIRMINGHAM,AL35211     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 42,000
    RED MOUNTAIN THEATRE COMPANY
    3028 7TH AVENUE SOUTH
    BIRMINGHAM,AL35233     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 25,000
    RENAISSANCE MARION
    PO BOX 942
    MARION,AL36756     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    REV BIRMINGHAM
    5529 1ST AVE S
    BIRMINGHAM,AL35212     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 131,600
    RIVER REGION TRAILS
    105 TALLAPOOSA ST 109
    MONTGOMERY,AL36104     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 20,000
    RUFFNER MOUNTAIN NATURE PRESERVE
    1214 81ST STREET SOUTH
    BIRMINGHAM,AL35206     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 1,000
    SOUTHEASTERN COUNCIL OF FOUNDATIONS
    50 HURT PLAZA SUITE 350
    BIRMINGHAM,AL30303     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 18,360
    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 25,000
    STAIR OF BIRMINGHAM
    3100 HIGHLAND AVENUE
    BIRMINGHAM,AL35205     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 30,000
    TARRANT CITY SCHOOLS
    1318 ALABAMA STREET
    TARRANT,AL35217     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    TEACH FOR AMERICA OF ALABAMA
    217 WASHINGTON STREET
    MARION,AL36756     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 100,000
    THE LOVELADY CENTER
    7916 2ND AVE S
    BIRMINGHAM,AL35206     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 2,500
    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 5,500
    UAB ATHLETIC FOUNDATION
    1720 2ND AVE SOUTH STE AB 1030
    BIRMINGHAM,AL35294     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    UAB COMPREHENSIVE CANCER CENTER
    1824 SIXTH AVENUE SOUTH
    BIRMINGHAM,AL35294     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 75,000
    UAB GIFT RECORDS
    1720 2ND AVE S
    BIRMINGHAM,AL35294     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 12,500
    UAB SCHOOL OF EDUCATION
    901 13TH STREET SOUTH
    BIRMINGHAM,AL35294     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 10,000
    UAB SCHOOL OF NURSING
    1701 UNIVERSITY BOULEVARD
    BIRMINGHAM,AL35294     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 75,000
    UNITED WAY OF CENTRAL ALABAMA
    3600 8TH AVENUE SOUTH STE 501
    BIRMINGHAM,AL35232     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 15,000
    UNITED WAY OF WEST ALABAMA
    2720 6TH STREET 100
    TUSCALOOSA,AL35401     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 68,960
    UNIVERSITY CHARTER SCHOOL
    PO BOX 1053
    LIVINGSTON,AL35470     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 100,000
    URBAN MINISTRY INC
    1229 COTTON AVE SW
    BIRMINGHAM,AL35211     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 30,000
    VENTURE FOR AMERICA
    40 W 29TH ST
    NEW YORK,NY10001     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 60,000
    VIDAL ACCESS
    961 HADDINGTON DALE
    PELHAM,AL35124     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 20,000
    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 27,000
    WOMENS FUND OF GREATER BIRMINGHAM
    2201 5TH AVENUE SOUTH SUITE 110
    BIRMINGHAM,AL35233     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 1,000
    WOODLAWN FOUNDATION
    5529 1ST AVE S
    BIRMINGHAM,AL35212     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 43,200
    YMCA SHADES VALLEY
    3551 MONTGOMERY HWY
    BIRMINGHAM,AL35209     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 5,000
    YMCA
    2400 7TH AVE N
    BIRMINGHAM,AL35203     		  EXEMPT ORG OPERATING SUPPORT OF ORGANIZATION 20,000
    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 OPERATING SUPPORT OF ORGANIZATION 82,500
    Total .................................bullet 3a 3,652,920
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2020)
    Form 990-PF (2020)
    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 1,066,709  
    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 30,171  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 2,253,491  
    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 3,350,371 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    3,350,371
    (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 (2020)
    Form 990-PF (2020)
    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 instructions.
    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 (2020)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2020 AccountingFeesSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING FEES 13,450 10,088   3,363

    TY 2020 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 6,067,353 6,067,353

    TY 2020 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 18,306,843 18,306,843

    TY 2020 InvestmentsLandSchedule2
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Category/ Item Cost/Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    LAND 19,500 0 19,500 19,500

    TY 2020 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 29,778,963 29,778,963
    FIXED INCOME INVESTMENTS FMV 1,251,393 1,251,393
    MUTUAL AND EXCHANGE TRADED FUNDS FMV 27,735,819 27,735,819

    TY 2020 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 58,890 42,304 16,586 16,586
    LEASEHOLD IMPROVEMENTS 200,400 55,110 145,290 145,290


    TY 2020 LegalFeesSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL EXPENSES 273 0   273


    TY 2020 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 128,683 103,571 103,571
    PROGRAM RELATED INVESTMENT - NATURE CONSERVANCY OF AL 0 400,000 400,000


    TY 2020 OtherDecreasesSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Description Amount
    PASS THROUGH INCOME/LOSS FROM PARTNERSHIPS 254,899
    ACCRUED TAXES 53,000


    TY 2020 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 234,180 234,180   0
    OTHER OFFICE EXPENSES 29,327 0   29,327
    NONDEDUCTIBLE EXPENSES FROM PASSTHROUGH INVESTMENTS 1,306 0   0


    TY 2020 OtherIncomeSchedule2
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    BAY AVENUE - FAM ABSOLUTE 128,721 128,721 128,721
    CORRELATION VENTURES I 25,485 25,485 25,485
    CORRELATION VENTURES II -5 -5 -5
    REDMONT PRIVATE DEBT III -155,226 -155,226 -155,226
    WEST STREET CAPITAL PARTNERS VII -476 -476 -476
    ACR INVESTCO IV, LLC -16,834 -16,834 -16,834
    SOLACE CAPITAL SOLUATIONS -1 -1 -1
    OTHER PASSTHROUGH INCOME - PPP 48,507 0 48,507


    TY 2020 OtherIncreasesSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Description Amount
    UNREALIZED GAINS (LOSSES) 7,061,719


    TY 2020 OtherLiabilitiesSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Description Beginning of Year - Book Value End of Year - Book Value
    TAXES PAYABLE 25,000 0
    DEFERRED TAXES PAYABLE 205,000 302,000


    TY 2020 OtherProfessionalFeesSchedule
    Name:
    MIKE AND GILLIAN GOODRICH FOUNDATION
    EIN:
    26-3587489
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OTHER - EVALUATIONS 4,400 0   4,400
    OTHER 24,996 24,996   0
    INVESTMENT ADVISORY FEES - FAM 158,768 158,768   0


    TY 2020 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 AND ACCRUED 84,533 0   0
    FOREIGN TAXES PAID 7,264 7,264   0
    OTHER TAXES 785 0   785
    PAYROLL TAXES 27,404 0   27,404