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
Town Branch Foundation
 
Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 1860
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
BENTONVILLE, AR71712
A Employer identification number

82-3575662
B Telephone number (see instructions)

(479) 464-1570
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$618,468,823J 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... 11,298,721 11,298,721  
5a Gross rents............ 17,641 17,641  
b Net rental income or (loss) 17,641
6a Net gain or (loss) from sale of assets not on line 10 3,623,007
b Gross sales price for all assets on line 6a 95,184,879
7 Capital gain net income (from Part IV, line 2)... 3,623,007
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances 0
b Less: Cost of goods sold.... 0
c Gross profit or (loss) (attach schedule)..... 0  
11 Other income (attach schedule)....... Click to see attachment 234,083 234,083 0
12 Total. Add lines 1 through 11........ 15,173,452 15,173,452 0
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)......... Click to see attachment 22,931 0 0 22,931
b Accounting fees (attach schedule)....... Click to see attachment 2,533 2,533 0 0
c Other professional fees (attach schedule).... Click to see attachment 789,187 374,962 0 414,225
17 Interest............... 0 0    
18 Taxes (attach schedule) (see instructions)... Click to see attachment 789,944 621,253 0 18,691
19 Depreciation (attach schedule) and depletion... Click to see attachment 37,799 0 0
20 Occupancy..............        
21 Travel, conferences, and meetings....... 76     76
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 3,894 3 0 3,891
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,646,364 998,751 0 459,814
25 Contributions, gifts, grants paid....... 14,142,040 14,142,040
26 Total expenses and disbursements. Add lines 24 and 25 15,788,404 998,751 0 14,601,854
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -614,952
b Net investment income (if negative, enter -0-) 14,174,701
c Adjusted net income (if negative, enter -0-)... 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............. 191,795 204,730 204,730
2 Savings and temporary cash investments.........      
3 Accounts receivable bullet0
Less: allowance for doubtful accounts bullet   124,617 0 0
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet     0 0
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions)..... 0 0 0
7 Other notes and loans receivable (attach schedule) bullet33,337
Less: allowance for doubtful accounts bullet0 400,000 Click to see attachment33,337 33,337
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule) 0 0 0
b Investments—corporate stock (attach schedule)....... 0 Click to see attachment0 0
c Investments—corporate bonds (attach schedule)....... 0   0
11 Investments—land, buildings, and equipment: basis bullet0
Less: accumulated depreciation (attach schedule) bullet0 0   0
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 499,028,950 Click to see attachment491,266,538 607,076,446
14 Land, buildings, and equipment: basis bullet11,184,524
Less: accumulated depreciation (attach schedule) bullet37,800 3,520,919 Click to see attachment11,146,724 11,150,517
15 Other assets (describe bullet) Click to see attachment3,793 Click to see attachment3,793 Click to see attachment3,793
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 503,270,074 502,655,122 618,468,823
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons 0 0
21 Mortgages and other notes payable (attach schedule)...... 0 0
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22)......... 0 0
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 503,270,074 502,655,122
29 Total net assets or fund balances (see instructions)..... 503,270,074 502,655,122
30 Total liabilities and net assets/fund balances (see instructions). 503,270,074 502,655,122
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
503,270,074
2
Enter amount from Part I, line 27a .....................
2
-614,952
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
502,655,122
5
Decreases not included in line 2 (itemize) bullet
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
502,655,122
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 Northern Trust Cash Account P    
b Northern EAFE Account P    
c Northern R1000 Account P    
d NT Cash Equitization Account P    
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 47,000,015   45,945,551 1,054,464
b 24,566,988   23,846,494 720,494
c 21,590,283   20,270,591 1,319,692
d 2,027,593   1,499,236 528,357
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a     0 1,054,464
b     0 720,494
c     0 1,319,692
d     0 528,357
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 3,623,007
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 0
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................................ 1 197,028
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  
3 Add lines 1 and 2........................... 3 197,028
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- ..... 5 197,028
6 Credits/Payments:
a 2020 estimated tax payments and 2019 overpayment credited to 2020 6a 243,704
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.............. 7 243,704
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 46,676
11 Enter the amount of line 10 to be: Credited to 2021 estimated taxBullet46,676 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$   (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)
    bulletDE, AR
    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 addressbullet  
    14
    The books are in care ofbulletTIM KEITH Telephone no.bullet (479) 464-1570

    Located atbulletPO BOX 1860BENTONVILLEAR ZIP+4bullet72712
    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). Click to see attachment
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    Robert A Smith TREASURER
    2.000     		0 0 0
    PO BOX 1860
    BENTONVILLE,AR71712
    BUDDY D PHILPOT SECRETARY
    2.000     		0 0 0
    PO BOX 1860
    BENTONVILLE,AR71712
    JIM C WALTON DIRECTOR CO-PRESIDENT
    2.000     		0 0 0
    PO BOX 1860
    BENTONVILLE,AR71712
    Lynne Walton DIRECTOR CO-PRESIDENT
    2.000     		0 0 0
    PO BOX 1860
    BENTONVILLE,AR71712
    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
     
    Total number of other employees paid over $50,000...................bullet  
    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
    WALTON ENTERPRISES LLC MANAGEMENT SERVICES 566,659
    PO BOX 2030
    BENTONVILLE,AR72712
    NORTHERN TRUST INVESTMENTS 165,068
    50 SOUTH LASALLE STREET
    CHICAGO,IL60603
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1  
    2  
    3  
    4  
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (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
    504,399,057
    b
    Average of monthly cash balances.......................
    1b
    29,790,672
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    534,189,729
    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
     
    3
    Subtract line 2 from line 1d.........................
    3
    534,189,729
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    8,012,846
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    526,176,883
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    26,308,844
    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
    26,308,844
    2a
    Tax on investment income for 2020 from Part VI, line 5......
    2a
    197,028
    b
    Income tax for 2020. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    197,028
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    26,111,816
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    366,663
    5
    Add lines 3 and 4............................
    5
    26,478,479
    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
    26,478,479
    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
    14,601,854
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
    7,663,605
    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
    0
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    22,265,459
    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
    22,265,459
    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 26,478,479
    2 Undistributed income, if any, as of the end of 2020:
    a Enter amount for 2019 only....... 6,925,387
    b Total for prior years:20, 20, 2016 0
    3 Excess distributions carryover, if any, to 2020:
    a From 2015...... 0
    b From 2016...... 0
    c From 2017...... 0
    d From 2018...... 0
    e From 2019...... 0
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2020 from Part
    XII, line 4: bullet$ 22,265,459
    a Applied to 2019, but not more than line 2a 6,925,387
    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..... 15,340,072
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2020.   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......     		 
    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 ..........     		11,138,407
    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.... 0
    b Excess from 2017.... 0
    c Excess from 2018.... 0
    d Excess from 2019.... 0
    e Excess from 2020.... 0
    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).)
    JIM C WALTON
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (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
    American Enterprise Institute for Public Policy Research
    1789 Massachusetts Avenue
    NW Washington,DC20036     		  PC General Operating Support 100,000
    Arkansas Childrens Foundation
    1 Childrens Way
    Little Rock,AR72202     		  PC Injury Prevention Campaign 5,000
    Cato Institute
    1000 Massachusetts Avenue
    NW Washington,DC20001     		  PC General Operating Support 75,000
    Centers for Youth and Families Inc
    P O Box 251970
    Little Rock,AR72225     		  PC Residential children's treatment program 15,500
    City Connections Inc
    2418 Forest Creek Drive
    Little Rock,AR72211     		  PC Networking nonprofits 5,000
    Cookson Hills Christian School Inc
    60416 Highway 10
    Kansas,OK74347     		  PC General Operating Support 40,000
    Crystal Bridges Museum of American Art Inc
    600 Museum Way
    Bentonville,AR72712     		  PC The Momentary Endowment 11,500,000
    Exodus Life
    3700A W 65th Street
    Little Rock,AR72209     		  PC The Exodus Project 12,000
    Grayson County College Foundation
    6101 Grayson Drive
    Denison,TX75020     		  PC Manufacturing programs 9,375
    Grayson County Shelter
    331 W Morton
    Denison,TX75020     		  PC Shelter and food for the homeless 9,375
    Habitat for Humanity of Grayson County
    901 N Grand Avenue
    Sherman,TX75090     		  PC Build homes for families in need 9,375
    Heritage Foundation
    214 Massachusetts Ave
    NE Washington,DC20002     		  PC General Operating Support 5,000
    Home Hospice of Grayson County
    505 W Center Street
    Sherman,TX75090     		  PC Specialized care for the terminally ill 9,375
    Institute for Humane Studies
    George Mason University Vernon Smit
    h Hall 1st FL 3434 Washington Blvd
    Arlington,VA22201     		  PC General Operating Support 40,000
    National Tax Limitation Foundation
    1700 Eureka Rd Ste 150-A
    Roseville,CA95661     		  PC General Operating Support 1,000
    NWA Trailblazers
    PO Box 2821
    Bentonville,AR72712     		  PC Slaughter Pen Parking NW A Street 75,000
    Redside Foundation Inc
    PO Box 8737
    Boise,ID83707     		  PC General Operating Support 10,000
    Texas A&M University-Kingsville
    700 University MSC 218
    Kingsville,TX78363     		  GOV 2020 Caesar Kleberg Wildlife Research Institute and Invasive Grasses Research 5,000
    The Board of Trustees of the Leland Stanford Junior University
    Development Services PO Box 20466
    Stanford,CA94309     		  PC Support for the Hoover Institution 10,000
    The Peel Compton Foundation
    312 N Main Street
    Bentonville,AR72712     		  POF General Operating Support 2,066,040
    The Peel Compton Foundation
    312 N Main Street
    Bentonville,AR72712     		  POF Buffalo River Documentary 140,000
    Total .................................bullet 3a 14,142,040
    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 11,298,721  
    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     16 17,641  
    7 Other investment income.....     18 234,083  
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 3,623,007  
    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 15,173,452 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    15,173,452
    (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: 20011424
    Software Version: 2020v4.0


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2020 AccountingFeesSchedule
    Name:
    Town Branch Foundation
    EIN:
    82-3575662
    Software ID:
    20011424
    Software Version:
    2020v4.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    nt - Accounting fees 2,533 2,533    

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    TY 2020 DepreciationSchedule
    Name:
    Town Branch Foundation
    EIN:
    82-3575662
    Software ID:
    20011424
    Software Version:
    2020v4.0
    Description of Property Date Acquired Cost or Other Basis Prior Years' Depreciation Computation Method Rate /
    Life (# of years)    		 Current Year's Depreciation Expense Net Investment Income Adjusted Net Income Cost of Goods Sold Not Included
    Speakers and Amplifiers 2020-06-19 4,161   200DB   173      
    Network System 2020-07-10 5,625   200DB   234      
    Refrigerator, Freezer 2020-07-10 14,069   200DB   586      
    Kitchen Tables, Shelves, Carts 2020-08-14 13,162   200DB   548      
    Paging and Bell Cables 2020-09-04 3,658   200DB   152      
    Installation Server and Network 2020-09-04 15,125   200DB   630      
    Video Surveillance 2020-09-04 3,135   200DB   131      
    Work Table 2020-10-02 907   200DB   38      
    Stools, Wastebaskets, Bullentin Boards 2020-10-02 9,313   200DB   388      
    Phone Systems 2020-10-30 5,625   200DB   234      
    Servers, Networks, and Licenses 2020-06-19 42,761   200DB   1,782      
    Cameras, Licenses, Surveillance 2020-06-19 11,182   200DB   466      
    Chromebooks 2020-09-04 29,158   200DB   2,430      
    12600 N Kelley Ave 2020-06-10 1,980,000   NRP   24,750      
    12600 N Kelley Ave 2020-06-10 2,004   NRP   25      
    1501 W 73rd Avenue PB 2020-06-15 414,000   NRP   5,175      
    1501 W 73rd Avenue PB 2020-06-15 4,539   NRP   57      

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    TY 2020 ExpenditureResponsibilityStmt
    Name:
    Town Branch Foundation
    EIN:
    82-3575662
    Software ID:
    20011424
    Software Version:
    2020v4.0
    Grantee's Name Grantee's Address Grant Date Grant Amount Grant Purpose Amount Expended By Grantee Any Diversion By Grantee? Dates of Reports By Grantee Date of Verification Results of Verification
    The Peel Compton Foundation
          		312 North Main Street
    Bentonville,AR72712     		2020-01-13 2,066,040 To support the general operations of The Peel Compton Foundation 2,066,040 None 8/13/2021 2021-08-13 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE REPORT; THEREFORE, NO FURTHER VERIFIICATION BY THE FOUNDATION IS DEEMED NECESSARY.
    The Peel Compton Foundation
          		312 N Main Street
    Bentonville,AR72712     		2020-10-16 140,000 To support Peel Compton Foundation's participation with the Ozark Society Foundation to produce a conservation history of the Buffalo River. 140,000 None 08/12/2021 2021-08-12 THE GRANTEE HAS PROVIDED THE FOUNDATION WITH THE REQUIRED REPORTS. THE FOUNDATION HAS NO REASON TO DOUBT THE ACCURACY OR RELIABILITY OF THE REPORT; THEREFORE, NO FURTHER VERIFIICATION BY THE FOUNDATION IS DEEMED NECESSARY.

    TY 2020 InvestmentsOtherSchedule2
    Name:
    Town Branch Foundation
    EIN:
    82-3575662
    Software ID:
    20011424
    Software Version:
    2020v4.0
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    Northern Trust Account AT COST 207,334,151 235,844,729
    Northern EAFE Account AT COST 163,910,191 201,549,045
    Northern R1000 Account AT COST 107,147,703 156,807,262
    Northern Cash Equitization AT COST 12,874,493 12,875,410

    TY 2020 LandEtcSchedule2
    Name:
    Town Branch Foundation
    EIN:
    82-3575662
    Software ID:
    20011424
    Software Version:
    2020v4.0
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    Land 4,663,329 0 4,663,329 4,663,329
    Construction in Progress 2,428,964 0 2,428,964 2,432,757
    Buildings 1,533,807 0 1,533,807 1,533,807
    Speakers and Amplifiers 4,161 174 3,987 3,988
    Network System 5,625 234 5,391 5,391
    Refrigerator, Freezer 14,069 586 13,483 13,483
    Kitchen Tables, Shelves, Carts 13,162 548 12,614 12,614
    Paging and Bell Cables 3,658 152 3,506 3,505
    Installation Server and Network 15,125 630 14,495 14,495
    Video Surveillance 3,135 131 3,004 3,004
    Work Table 907 38 869 869
    Stools, Wastebaskets, Bullentin Boards 9,313 388 8,925 8,925
    Phone Systems 5,625 234 5,391 5,391
    Servers, Networks, and Licenses 42,761 1,782 40,979 40,979
    Cameras, Licenses, Surveillance 11,182 466 10,716 10,716
    Chromebooks 29,158 2,430 26,728 26,728
    12600 N Kelley Ave Purchase 1,980,000 24,750 1,955,250 1,955,250
    12600 N Kelley Ave Purchase 2,004 25 1,979 1,979
    1501 W 73rd Avenue PB Purchase 414,000 5,175 408,825 408,825
    1501 W 73rd Avenue PB Purchase 4,539 57 4,482 4,482


    TY 2020 LegalFeesSchedule
    Name:
    Town Branch Foundation
    EIN:
    82-3575662
    Software ID:
    20011424
    Software Version:
    2020v4.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    Legal Fees 22,931     22,931


    TY 2020 OtherAssetsSchedule
    Name:
    Town Branch Foundation
    EIN:
    82-3575662
    Software ID:
    20011424
    Software Version:
    2020v4.0
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    DEPOSITS 3,793 3,793 3,793


    TY 2020 OtherExpensesSchedule
    Name:
    Town Branch Foundation
    EIN:
    82-3575662
    Software ID:
    20011424
    Software Version:
    2020v4.0
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    CORPORATE AGENT FEES 765     765
    DELAWARE FRANCHISE TAX 625     625
    INSURANCE 1,057     1,057
    PASS THRU - OTHER DEDUCTIONS 3 3    
    POSTAGE 135     135
    REPAIRS AND MAINTENANCE 350     350
    Utilities 959     959


    TY 2020 OtherIncomeSchedule2
    Name:
    Town Branch Foundation
    EIN:
    82-3575662
    Software ID:
    20011424
    Software Version:
    2020v4.0
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    Other Income 234,083 234,083  


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    TY 2020 OtherNotesLoansRcvblLongSch
    Name:
    Town Branch Foundation
    EIN:
    82-3575662
    Software ID:
    20011424
    Software Version:
    2020v4.0

    Borrower's Name Relationship to Insider Original Amount of Loan Balance Due Date of Note Maturity Date Repayment Terms Interest Rate Security Provided by Borrower Purpose of Loan Description of Lender Consideration Consideration FMV
    Academy of Seminole (2019-12) None 400,000 33,337 2019-09 2021-01 $33,333 per month beginning 1/1/2020 until repaid 0 % None Charter School Support Cash 33,337

    TY 2020 OtherProfessionalFeesSchedule
    Name:
    Town Branch Foundation
    EIN:
    82-3575662
    Software ID:
    20011424
    Software Version:
    2020v4.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    INVESTMENT MANAGEMENT FEES 374,962 374,962    
    MANAGEMENT FEES 356,765     356,765
    CONSULTING FEES 57,460     57,460


    TY 2020 TaxesSchedule
    Name:
    Town Branch Foundation
    EIN:
    82-3575662
    Software ID:
    20011424
    Software Version:
    2020v4.0
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EXCISE TAX 150,000      
    NT- FOREIGN TAXES 621,253 621,253    
    PROPERTY TAXES 18,691     18,691