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. 1545-0047
2021
Open to Public Inspection
For calendar year 2021, or tax year beginning 01-01-2021 , and ending 12-31-2021
Name of foundation
CLEMENTS FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)1901 N AKARD STREET
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
DALLAS, TX75201
A Employer identification number

75-6065076
B Telephone number (see instructions)

(214) 720-0377
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$34,576,047J 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... 564,258 564,258  
5a Gross rents............ 562,619 562,619  
b Net rental income or (loss) 305,398
6a Net gain or (loss) from sale of assets not on line 10 -467,883
b Gross sales price for all assets on line 6a 2,324,628
7 Capital gain net income (from Part IV, line 2)... 0
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 9,923 0  
12 Total. Add lines 1 through 11........ 668,917 1,126,877  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages...... 28,405 0   0
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 6,461 6,461   0
c Other professional fees (attach schedule).... Click to see attachment 93,425 93,425   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 86,645 7,631   0
19 Depreciation (attach schedule) and depletion... Click to see attachment 28,904 0  
20 Occupancy.............. 48,000 0   0
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 260,157 257,221   0
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 551,997 364,738   0
25 Contributions, gifts, grants paid....... 850,000 850,000
26 Total expenses and disbursements. Add lines 24 and 25 1,401,997 364,738   850,000
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -733,080
b Net investment income (if negative, enter -0-) 762,139
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2021)
Form 990-PF (2021)
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............. 350,011 148,032 148,032
2 Savings and temporary cash investments.........      
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 16,176,457 Click to see attachment20,182,590 29,751,109
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 6,563,612 Click to see attachment2,828,996 2,829,011
14 Land, buildings, and equipment: basis bullet1,999,474
Less: accumulated depreciation (attach schedule) bullet309,301 1,719,077 Click to see attachment1,690,173 1,690,173
15 Other assets (describe bullet) Click to see attachment1,657,722 Click to see attachment157,722 Click to see attachment157,722
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 26,466,879 25,007,513 34,576,047
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 attachment41,898 Click to see attachment38,568
23 Total liabilities (add lines 17 through 22)......... 41,898 38,568
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........ 0 0
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds 26,424,981 24,968,945
29 Total net assets or fund balances (see instructions)..... 26,424,981 24,968,945
30 Total liabilities and net assets/fund balances (see instructions). 26,466,879 25,007,513
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
26,424,981
2
Enter amount from Part I, line 27a .....................
2
-733,080
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
25,691,901
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
722,956
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
24,968,945
Form 990-PF (2021)
Form 990-PF (2021)
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 US TRUST #6565 P    
b US TRUST #6565 P    
c SALE OF PAINTING P    
d CAPITAL GAINS DIVIDENDS 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 533,341   540,593 -7,252
b 768,365   751,918 16,447
c 1,000,000   1,500,000 -500,000
d 22,922     22,922
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       -7,252
b       16,447
c       -500,000
d       22,922
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 -467,883
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  
Form 990-PF (2021)
Form 990-PF (2021)
Page 4
Part V
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 All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) 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 10,594
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 10,594
6 Credits/Payments:
a 2021 estimated tax payments and 2020 overpayment credited to 2021 6a 0
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 0
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 250
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9 10,844
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10  
11 Enter the amount of line 10 to be: Credited to 2022 estimated taxBullet   RefundedBullet 11  
Part VI-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
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XIV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletTX
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2021 or the taxable year beginning in 2021? See the instructions for Part XIII.
    If "Yes," complete Part XIII .............................
    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 (2021)
    Form 990-PF (2021)
    Page 5
    Part VI-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 addressbulletN/A
    14
    The books are in care ofbulletPAULINE NEUHOFF Telephone no.bullet (214) 720-0037

    Located atbullet1901 N AKARD STDALLASTX ZIP+4bullet75201
    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 2021, 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 VI-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? ...........
    1a(1)
     
    No
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person? ..............................
    1a(2)
     
    No
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
    1a(3)
     
    No
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
    1a(4)
    Yes
     
    (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)? ......................
    1a(5)
     
    No
    (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.) ...............
    1a(6)
     
    No
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........
    1b
     
    No
    c
    ........bullet
    d
    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 2021? .............
    1d
     
    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 2021, did the foundation have any undistributed income (lines 6d
    and 6e, Part XII) for tax year(s) beginning before 2021?....................
    2a
     
    No
    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? ..............................
    3a
     
    No
    b
    If "Yes," did it have excess business holdings in 2021 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 2021.) .....................
    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 2021? ..
    4b
     
    No
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 6
    Part VI-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))? ..........
    5a(1)
     
    No
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive? ....................
    5a(2)
     
    No
    (3) Provide a grant to an individual for travel, study, or other similar purposes? .............
    5a(3)
     
    No
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions ........................
    5a(4)
     
    No
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals? .............
    5a(5)
     
    No
    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
     
     
    c
    .........bullet
    d
    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? .................
    5d
     
     
    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? .............................
    6a
     
    No
    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?
    7a
     
    No
    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? .........................
    8
     
    No
    Part VII
    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
    PAULINE S NEUHOFF PRESIDENT
    1.00     		0 0 0
    1901 N AKARD ST
    DALLAS,TX75201
    NANCY CLEMENTS SEAY VICE PRESIDENT
    1.00     		0 0 0
    1901 N AKARD ST
    DALLAS,TX75201
    MARGARET NAPIER SECRETARY
    1.00     		0 0 0
    1901 N AKARD ST
    DALLAS,TX75201
    GEORGE E SEAY III TREASURER
    1.00     		0 0 0
    1901 N AKARD ST
    DALLAS,TX75201
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 7
    Part VII
    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 VIII-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 VIII-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 (2021)
    Form 990-PF (2021)
    Page 8
    Part IX
    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
    22,830,734
    b
    Average of monthly cash balances.......................
    1b
    409,499
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    23,240,233
    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
    23,240,233
    4
    Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
    instructions) .............................
    4
    348,603
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. .......
    5
    22,891,630
    6
    Minimum investment return. Enter 5% (0.05) of line 5................
    6
    1,144,582
    Part X
    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 IX, line 6..................
    1
    1,144,582
    2a
    Tax on investment income for 2021 from Part V, line 5.......
    2a
    10,594
    b
    Income tax for 2021. (This does not include the tax from Part V.) ...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    10,594
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    1,133,988
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    1,133,988
    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 XII, line 1 ...
    7
    1,133,988
    Part XI
    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
     
    b
    Program-related investments—total from Part VIII-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4.
    4
     
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 9
    Part XII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2020     		(c)
    2020     		(d)
    2021
    1 Distributable amount for 2021 from Part X, line 7 1,133,988
    2 Undistributed income, if any, as of the end of 2021:
    a Enter amount for 2020 only....... 0
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2021:
    a From 2016......  
    b From 2017......  
    c From 2018...... 9,965,479
    d From 2019......  
    e From 2020...... 252,941
    f Total of lines 3a through e ........ 10,218,420
    4Qualifying distributions for 2021 from Part
    XI, line 4: bullet$ 850,000
    a Applied to 2020, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2021 distributable amount..... 850,000
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2021. 283,988 283,988
    (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 9,934,432
    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 2021. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2022 ..........     		0
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2016 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9 Excess distributions carryover to 2022.
    Subtract lines 7 and 8 from line 6a ......     		9,934,432
    10 Analysis of line 9:
    a Excess from 2017....  
    b Excess from 2018.... 9,681,491
    c Excess from 2019....  
    d Excess from 2020.... 252,941
    e Excess from 2021....  
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 10
    Part XIII
    Private Operating Foundations (see instructions and Part VI-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 2021, 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) 2021 (b) 2020 (c) 2019 (d) 2018
             
    b 85% (0.85) of line 2a .........          
    c Qualifying distributions from Part XI,
    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 IX, 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 XIV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    PAULINE NEUHOFF
    1901 N AKARD ST
    DALLAS,TX75201
    (214) 549-3175
    bThe form in which applications should be submitted and information and materials they should include:
    IT IS THE INTENT OF THE FOUNDATION BOARD (THE BOARD) TO RECEIVE APPLICATIONS FROM THOSE PERSONS DESIRING TO PURSUE A COURSE OF STUDY INVOLVING THE HISTORY OF THE STATE OF TEXAS, THE GREATER SOUTHWEST, AND RELATED MATTERS OF HISTORICAL VALUE. IT IS THE INTENT OF THE BOARD TO WORK CLOSELY WITH THE FACULTY WITHIN THE HISTORY DEPARTMENT OF SOUTHERN METHODIST UNIVERSITY, LOCATED IN DALLAS, TEXAS AND OTHER TEXAS UNIVERSITIES. THUS, APPLICANTS RECOMMENDED BY SUCH FACULTY WILL BE GIVEN PRIORITY BY THE BOARD. THE BOARD WOULD EXPECT FROM ANY APPLICANT CERTAIN INFORMATION, INCLUDING BUT NOT LIMITED TO: A DETAILED WRITTEN STATEMENT OUTLINING THE COURSE OF STUDY THE APPLICANT WISHES TO PURSUE; PRIOR PUBLICATIONS OF THE APPLICANT (IF ANY); GRADE REPORTS AND/OR APTITUDE SCORES; FINANCIAL NEED. AS OF DECEMBER 31, 2012, NO DESIGNATED GRANTS HAVE BEEN CONTEMPLATED OR APPROVED BY THE FOUNDATION BOARD. IN ADDITION, DURING 2012, THE FOUNDATION BOARD APPROVED NONSOLICITED CONTRIBUTIONS TO PUBLIC CHARITIES.
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    NONE
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 11
    Part XIV
    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
    CLEMENTS CENTER AT UNIVERSITY OF TEXAS
    2304 WHITIS AVE G9900
    AUSTIN,TX78712     		  501(C)(3) UNRESTRICTED USE 500,000
    HIGHLAND PARK EDUCATION FOUNDATION
    4201 GRASSMERE LANE
    DALLAS,TX75205     		  501(C)(3) GENERAL FUND 50,000
    THE WILLIAMSON MUSEUM
    716 SOUTH AUSTIN AVENUE
    GEORGETOWN,TX78626     		  501(C)(3) GENERAL FUND 300,000
    Total .................................bullet 3a 850,000
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2021)
    Form 990-PF (2021)
    Page 12
    Part XV-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 ....          
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....     16 305,398  
    6 Net rental income or (loss) from personal property          
    7 Other investment income .....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 -467,883  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue:
    aCHEASAPEAKE OPERATING LLC     		211110 1,451 15    
    bOTHER INCOME   6,177 01    
    cCLAYTON WILLIAMS 211110   15    
    dMONTHLY PARKING   16 01    
    eMISCELLANEOUS RECEIPTS - US TRUST #6565   2,279 01    
    12 Subtotal. Add columns (b), (d), and (e) .. 9,923 401,773 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    411,696
    (See worksheet in line 13 instructions to verify calculations.)
    Part XV-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 XV-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 (2021)
    Form 990-PF (2021)
    Page 13
    Part XVI
    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 (2021)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2021 AccountingFeesSchedule
    Name:
    CLEMENTS FOUNDATION
    EIN:
    75-6065076
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING & TAX FEES 6,461 6,461   0

    Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

    TY 2021 DepreciationSchedule
    Name:
    CLEMENTS FOUNDATION
    EIN:
    75-6065076
    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
    LAND & BLDG 2011-01-11 390,012   L   0 0    
    LAND & BLDG 2012-11-28 400,386   L   0 0    
    CAPITAL IMPROV - 2012 2013-01-01 899,616 183,022 SL 39.000000000000 23,067 0    
    CAPITAL IMPROV - 2013 2013-06-30 12,668 2,447 SL 39.000000000000 325 0    
    FURNITURE & FIXTURES 2008-01-01 81,780 81,780 SL 7.000000000000 0 0    
    CAPITAL IMPROV - 2014 2014-08-15 5,662 930 SL 39.000000000000 145 0    
    CAPITAL IMPROV - 2015 2015-06-30 9,718 1,370 SL 39.000000000000 249 0    
    CAPITAL IMPROV - 2016 2016-06-30 5,392 621 SL 39.000000000000 138 0    
    CAPITAL IMPROV - 2017 2017-12-27 10,422 801 SL 39.000000000000 267 0    
    CAPITAL IMPROV - 2018 2018-12-31 183,818 9,426 SL 39.000000000000 4,713 0    

    TY 2021 InvestmentsCorpStockSchedule
    Name:
    CLEMENTS FOUNDATION
    EIN:
    75-6065076
    Name of Stock End of Year Book Value End of Year Fair Market Value
    CORPORATE STOCKS 20,182,590 29,751,109

    TY 2021 InvestmentsOtherSchedule2
    Name:
    CLEMENTS FOUNDATION
    EIN:
    75-6065076
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    OIL PROPERTIES AT COST 33,780 33,780
    US TRUST CASH AT COST 2,795,216 2,795,231

    TY 2021 LandEtcSchedule2
    Name:
    CLEMENTS FOUNDATION
    EIN:
    75-6065076
    Category / Item Cost / Other Basis Accumulated Depreciation Book Value End of Year Fair Market Value
    LAND & BLDG 390,012 0 390,012 390,012
    LAND & BLDG 400,386 0 400,386 400,386
    CAPITAL IMPROV - 2012 899,616 206,089 693,527 693,527
    CAPITAL IMPROV - 2013 12,668 2,772 9,896 9,896
    FURNITURE & FIXTURES 81,780 81,780 0 0
    CAPITAL IMPROV - 2014 5,662 1,075 4,587 4,587
    CAPITAL IMPROV - 2015 9,718 1,619 8,099 8,099
    CAPITAL IMPROV - 2016 5,392 759 4,633 4,633
    CAPITAL IMPROV - 2017 10,422 1,068 9,354 9,354
    CAPITAL IMPROV - 2018 183,818 14,139 169,679 169,679


    TY 2021 OtherAssetsSchedule
    Name:
    CLEMENTS FOUNDATION
    EIN:
    75-6065076
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    BOOKS 117,429 117,429 117,429
    PAINTING 1,549,955 49,955 49,955
    CHSB ADVANCE 60,000 60,000 60,000
    DIVIDENDS RECEIVABLES -70,560 -70,560 -70,560
    OIL AND GAS RECEIVABLE 898 898 898


    TY 2021 OtherDecreasesSchedule
    Name:
    CLEMENTS FOUNDATION
    EIN:
    75-6065076
    Description Amount
    UNREALIZED GAINS & LOSSES 722,956


    TY 2021 OtherExpensesSchedule
    Name:
    CLEMENTS FOUNDATION
    EIN:
    75-6065076
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PRODUCTION COSTS 2,936 0   0
    CONTRACT LABOR 8,170 8,170   0
    INSURANCE 13,533 13,533   0
    OFFICE EXPENSE 11,930 11,930   0
    ASSET MANAGEMENT FEES 6,940 6,940   0
    REPAIRS & MAINTENANCE 80,463 80,463   0
    JANITORIAL 24,493 24,493   0
    SECURITY 450 450   0
    UTILITIES 48,830 48,830   0
    CONSTRUCTION MANAGEMENT FEES 529 529   0
    TENANT IMPROVEMENTS 3,526 3,526   0
    PARKING 56,198 56,198   0
    TENANT RELATIONS 1,880 1,880   0
    FEES, PERMITS, AND LICENSES 279 279   0


    TY 2021 OtherIncomeSchedule2
    Name:
    CLEMENTS FOUNDATION
    EIN:
    75-6065076
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    CHEASAPEAKE OPERATING LLC 1,451   1,451
    OTHER INCOME 6,177   6,177
    MONTHLY PARKING 16   16
    MISCELLANEOUS RECEIPTS - US TRUST #6565 2,279   2,279


    TY 2021 OtherLiabilitiesSchedule
    Name:
    CLEMENTS FOUNDATION
    EIN:
    75-6065076
    Description Beginning of Year - Book Value End of Year - Book Value
    UNEARNED REVENUE 41,898 38,568


    TY 2021 OtherProfessionalFeesSchedule
    Name:
    CLEMENTS FOUNDATION
    EIN:
    75-6065076
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ASSET MANAGEMENT FEES 93,425 93,425   0


    TY 2021 TaxesSchedule
    Name:
    CLEMENTS FOUNDATION
    EIN:
    75-6065076
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAXES WITHHELD 7,631 7,631   0
    PAYROLL TAXES 2,173 0   0
    PROPERTY TAXES 56,021 0   0
    2020 TAX PAYMENT 20,820 0   0