TY 2023 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Trust Treated as Private Foundation

Do not enter social security numbers on this form as it may be made public.
right arrow

Go to www.irs.gov/Form990PF for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public Inspection

For calendar year 2023, or tax year beginning 01-01-2023 , and ending 12-31-2023

Name of foundation
BARRY L AND PAULA M DOWNING
FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)1625 N WATERFRONT PARKWAY 100
Room/suite

City or town, state or province, country, and ZIP or foreign postal code
WICHITA, KS67206

A Employer identification number

48-1134459

B Telephone number (see instructions)

(316) 260-3353

C If exemption application is pending, check here right arrow

G Check all that apply: Initial returnInitial return of a former public charity
Final returnAmended return
Address change Name change

D 1. Foreign organizations, check here............. right arrow

2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow

E If private foundation status was terminated
under section 507(b)(1)(A), check here ....... right arrow

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here ....... right arrow

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) right arrow

$2,650,437J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

	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	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	0
2	Check .............
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities...	35,541		35,541
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		-502,189
b	Gross sales price for all assets on line 6a 2,594,613
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).......
12	Total. Add lines 1 through 11........	-466,648		35,541
13	Compensation of officers, directors, trustees, etc.	0		0	0
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......	List of Attached Documents: // Content	1,687	1,687	0
c	Other professional fees (attach schedule)....	List of Attached Documents: // Content	1,686	1,686	0
17	Interest...............	23,832		23,832	0
18	Taxes (attach schedule) (see instructions)...	List of Attached Documents: // Content	1,306	1,306	0
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......	91,802		91,802	0
22	Printing and publications..........
23	Other expenses (attach schedule).......	List of Attached Documents: // Content	9,673	9,673	0
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	129,986		129,986	0
25	Contributions, gifts, grants paid.......	402,650			402,650
26	Total expenses and disbursements. Add lines 24 and 25	532,636		129,986	402,650
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	-999,284
b	Net investment income (if negative, enter -0-)			0
c	Adjusted net income (if negative, enter -0-)...

For Paperwork Reduction Act Notice, see instructions.

Cat. No. 11289X Form 990-PF (2023)

Form 990-PF (2023)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............	13,436	14,883	14,883
	2	Savings and temporary cash investments.........
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	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)
		Less: allowance for doubtful accounts
	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).......
	c	Investments—corporate bonds (attach schedule).......
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	5,687,654	List of Attached Documents: // Content 2,588,654	2,625,654
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )	List of Attached Documents: // Content 9,900	List of Attached Documents: // Content 9,900	List of Attached Documents: // Content 9,900
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	5,710,990	2,613,437	2,650,437
	17	Accounts payable and accrued expenses..........	348	79
	18	Grants payable.................
	19	Deferred revenue.................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......	2,000,000
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22).........	2,000,348	79
		Foundations that follow FASB ASC 958, check here
		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
		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	3,710,642	2,613,358
	29	Total net assets or fund balances (see instructions).....	3,710,642	2,613,358
	30	Total liabilities and net assets/fund balances (see instructions).	5,710,990	2,613,437

Part III

Analysis of Changes in Net Assets or Fund Balances

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) ...............

3,710,642

Enter amount from Part I, line 27a .....................

-999,284

Other increases not included in line 2 (itemize) right arrow

Add lines 1, 2, and 3 ..........................

2,711,358

Decreases not included in line 2 (itemize) right arrow

List of Attached Documents:

// Content

98,000

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .

2,613,358

Form 990-PF (2023)

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	SPDR S&P 500 ETF	P	2021-12-30	2023-02-02
b	SPDR S&P 500 ETF	P	2021-12-30	2023-02-22
c	SPDR S&P 500 ETF	P	2021-12-30	2023-04-25
d	SPDR S&P 500 ETF	P	2021-12-30	2023-09-28
e	SPDR S&P 500 ETF	P	2021-12-30	2023-12-15
	INVESCO QQQ TR UNIT SER	P	2021-12-31	2023-01-23
	INVESCO QQQ TR UNIT SER	P	2021-12-31	2023-01-23
	INVESCO QQQ TR UNIT SER	P	2021-12-31	2023-08-10
	INVESCO QQQ TR UNIT SER	P	2021-12-31	2023-09-12
	INVESCO QQQ TR UNIT SER	P	2021-12-31	2023-09-12
	S & P 500 DEP RECEIPTS	P		2023-08-22
	S & P 500 DEP RECEIPTS	P	2021-01-04	2023-08-10

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	37,039	42,561	-5,522
b	2,009,184	2,414,985	-405,801
c	40,728	47,821	-7,093
d	92,408	103,773	-11,365
e	25,374	25,824	-450
	224,722	311,120	-86,398
	576	798	-222
	14,033	15,157	-1,124
	39,889	42,280	-2,391
	376	399	-23
	49,899	42,526	7,373
	60,385	49,558	10,827

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			-5,522
b			-405,801
c			-7,093
d			-11,365
e			-450
			-86,398
			-222
			-1,124
			-2,391
			-23
			7,373
			10,827

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	-502,189
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 ...................		3

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 and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)	1	0
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	0
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	0
6	Credits/Payments:

a	2023 estimated tax payments and 2022 overpayment credited to 2023	6a	9,900
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	9,900
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached.		8	0
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	9,900
11	Enter the amount of line 10 to be: Credited to 2024 estimated tax9,900	Refunded	11	0

Form 990-PF (2023)

Page 4

Part VI-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions

for the definition.................................

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.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. right arrow

$ 0(2) On foundation managers. right arrow

$ 0

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. right arrow

$ 0

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If "Yes," attach a detailed description of the activities.

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....

Did the foundation have unrelated business gross income of $1,000 or more during the year?.........

If "Yes," has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If "Yes," attach the statement required by General Instruction T.

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? ................

Yes

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..................................

Yes

Enter the states to which the foundation reports or with which it is registered (see instructions)

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 .

Yes

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 2023 or the taxable year beginning in 2023? See the instructions for Part XIII.

If "Yes," complete Part XIII .............................

Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names

and addresses. ...............................

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 .............

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.................

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address right arrow

WWW.DOWNINGFOUNDATION.ORG

The books are in care of right arrow

BARRY DOWNING Telephone no. right arrow

(316) 260-3353

Located at right arrow

1625 N WATERFRONT PARKWAY 100WICHITAKS ZIP+4 right arrow

67206

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here ......... right arrow

and enter the amount of tax-exempt interest received or accrued during the year ........ right arrow

16 At any time during calendar year 2023, 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 right arrow

Form 990-PF (2023)

Page 5

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

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)

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person? ..............................

1a(2)

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........

1a(3)

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............

1a(4)

(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)

(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)

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 ..........

Organizations relying on a current notice regarding disaster assistance check here ........ right arrow

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 2023? .............

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)):

At the end of tax year 2023, did the foundation have any undistributed income (Part XII, lines 6d

and 6e) for tax year(s) beginning before 2023?....................

If "Yes," list the years right arrow

20, 20, 20, 20

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.) ..............

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at

any time during the year? ..............................

If "Yes," did it have excess business holdings in 2023 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 2023.) .....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

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 2023? ..

Form 990-PF (2023)

Page 6

Part VI-B

Statements Regarding Activities for Which Form 4720 May Be Required (continued)

During the year did the foundation pay or incur any amount to:

Yes

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........

5a(1)

(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)

(3) Provide a grant to an individual for travel, study, or other similar purposes? .............

5a(3)

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 4945(d)(4)(A)? See instructions ........................

5a(4)

(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)

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 ........

Organizations relying on a current notice regarding disaster assistance check ......... right arrow

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).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on

a personal benefit contract? .............................

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....

If "Yes" to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?

If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....

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 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
BARRY DOWNING	CO-TRUSTEE 1.00	0	0	0
1625 N WATERFRONT PARKWAY 100 WICHITA,KS67206	CO-TRUSTEE 1.00	0	0	0
PAULA DOWNING	CO-TRUSTEE 1.00	0	0	0
1625 N WATERFRONT PARKWAY 100 WICHITA,KS67206	CO-TRUSTEE 1.00	0	0	0
LISA WRIGHT	CO-TRUSTEE 1.00	0	0	0
1625 N WATERFRONT PARKWAY 100 WICHITA,KS67206	CO-TRUSTEE 1.00	0	0	0

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...................				0

Form 990-PF (2023)

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............. right arrow

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......................... right arrow

Form 990-PF (2023)

Page 8

Part IX

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

2,662,342

Average of monthly cash balances.......................

44,219

Fair market value of all other assets (see instructions)................

Total (add lines 1a, b, and c).........................

2,706,561

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

2,706,561

Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see

instructions) .............................

40,598

Net value of noncharitable-use assets. Subtract line 4 from line 3. ............

2,665,963

Minimum investment return. Enter 5% (0.05) of line 5................

133,298

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.)

Minimum investment return from Part IX, line 6..................

133,298

Tax on investment income for 2022 from Part V, line 5.......

Income tax for 2022. (This does not include the tax from Part V.) ...

Add lines 2a and 2b............................

Distributable amount before adjustments. Subtract line 2c from line 1............

133,298

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

133,298

Deduction from distributable amount (see instructions).................

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...

133,298

Part XI

Qualifying Distributions (see instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

402,650

Program-related investments—total from Part VIII-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......

402,650

Form 990-PF (2023)

Page 9

Part XII

Undistributed Income (see instructions)

		(a) Corpus	(b) Years prior to 2022	(c) 2022	(d) 2023
1 Distributable amount for 2023 from Part X, line 7					133,298
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2022 only.......				0
b Total for prior years:20 , 20, 20			0
3 Excess distributions carryover, if any, to 2022:
a From 2018......	198,183
b From 2019......	755,933
c From 2020......	381,630
d From 2021......	45,099
e From 2022......	164,404
f Total of lines 3a through e ........		1,545,249
4Qualifying distributions for 2023 from Part
XI, line 4: $ 402,650
a Applied to 2022, 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 2023 distributable amount.....					133,298
e Remaining amount distributed out of corpus		269,352
5 Excess distributions carryover applied to 2023.		0			0
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		1,814,601
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 2022. Subtract line 4a from line 2a. Taxable amount—see instructions .............				0
f Undistributed income for 2023. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2024 ..........					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 2018 not applied on line 5 or line 7 (see instructions) ...		198,183
9 Excess distributions carryover to 2024. Subtract lines 7 and 8 from line 6a ......		1,616,418
10 Analysis of line 9:
a Excess from 2019....	755,933
b Excess from 2020....	381,630
c Excess from 2021....	45,099
d Excess from 2022....	164,404
e Excess from 2023....	269,352

Form 990-PF (2023)

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 2023, enter the date of the ruling ...... right arrow

b Check box to indicate whether the organization is a private operating foundation described in section 4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part IX for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2023	(b) 2022	(c) 2021	(d) 2020	(e) Total

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).)

BARRY DOWNING

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 right arrow

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. to individuals or organizations under
other conditions, complete items 2a, b, c, and d. See instructions

aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:

BARRY DOWNING CARE OF BARRY L PAULA
1625 N WATERFRONT PARKWAY 100
WICHITA,KS67206
(316) 260-3353

bThe form in which applications should be submitted and information and materials they should include:

LETTER OF REQUEST INCLUDING NAME AND ADDRESS OF APPLICANT AND PROPOSED USE OF FUNDS

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 (2023)

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
BOTANICA WICHITA 701 AMIDON ST WICHITA,KS67203	NONE	501C3	CONTRIBUTIONS TO OPERATIONS	24,000
COUNCIL FOR A STRONG AMERICA 1025 CONNECTICUT AVE NW ST WASHINGTON,DC20036	NONE	501C3	CONTRIBUTIONS TO OPERATIONS	5,000
FUNDAMENTAL LEARNING CENTER 2220 E 21ST ST NORTH WICHITA,KS67214	NONE	501C3	PROGRAM EXPENSES	10,500
BOYS & GIRLS CLUB OF SOUTH CENTRAL KANSAS 2400 N OPPORTUNITY DR WICHITA,KS67219	NONE	501C3	COMMUNITY SUPPORT DONATION	1,000
KANSAS ACTION FOR CHILDREN 709 S KANSAS AVE TOPEKA,KS66603	NONE	501C3	PROGRAM SUPPORT	28,000
CATHOLIC CHARITIES INC 437 N TOPEKA WICHITA,KS67202	NONE	501C3	COMMUNITY SUPPORT DONATION	500
CHILD START INC 1002 OLIVER WICHITA,KS67218	NONE	501C3	GRANT FOR HOOMROOM PROGRAM	1,500
SEDGWICK COUNTY ZOO 5555 ZOO BLVD WICHITA,KS67212	NONE	501C3	CONTRIBUTIONS TO OPERATIONS	1,000
ELAN FINANCIAL SERVICES 1255 CORPORATE DRIVE IRVING,TX55402	NONE	501C3	PROGRAM DONATION	200
GIRLS ON THE RUN HEART OF KANSAS PO BOX 533 MAIZE,KS67101	NONE	501C3	COMMUNITY SUPPORT DONATION	1,000
STARKEY INC 4500 W MAPLE WICHITA,KS67209	NONE	501C3	CONTRIBUTIONS - SAVING LIVES CAMPAIGN	250
KANSAS BIG BROTHERS BIG SISTERS 624 W DOUGLAS AVE WICHITA,KS67203	NONE	501C3	CONTRIBUTION	5,000
PARKINSONS FOUNDATION OF THE HEARTLAND 13451 BRIAR ST SUITE 202 LEAWOOD,KS66209	NONE	HIGHER ED	COMMUNITY SUPPORT DONATION	250
TALLGRASS FILM ASSOCIATION 6505 EAST CENTRAL WICHITA,KS67206	NONE	501C3	CONTRIBUTIONS TO OPERATIONS	1,000
TELLURIDE FILM ASSOCIATION 800 JONES STREET BERKELEY,CA94710	NONE	501C3	SHOW RING SPONSORSHIP	27,450
PLAYERS PHILANTHROPHIC FUND 1122 KENILWORTH DR SUITE 201 TOWSON,MD21204	NONE	501C3	DONATION	74,000
THE LORDS DINER 520 N BROADWAY WICHITA,KS67214	NONE	501C3	OPERATING SUPPORT	5,000
WICHITA ART MUSEUM 1400 W MUSEUM BLVD WICHITA,KS67203	NONE	501C3	CONTRIBUTIONS TO OPERATIONS	200,000
PUPPIES BEHIND BARS 263 W 38TJ ST 4E NEW YORK,NY10018	NONE	501C3	DONATION	11,000
WOMEN OF WICHITA 2929 N ROCK RD STE 165 WICHITA,KS67226	NONE	HIGHER ED	COMMUNITY SUPPORT DONATION	2,500
THE GRUMPY OLD MEN 8100 E 22ND ST N BLDG 2300 WICHITA,KS67230	NONE	501C3	COMMUNITY SUPPORT DONATION	3,000
WICHITA PARKS FOUNDATION PO BOX 3439 WICHITA,KS67201	NONE	501C3	COMMUNITY SUPPORT DONATION	500
Total ................................. 3a				402,650

bApproved for future payment

Total ................................. 3b				0

Form 990-PF (2023)

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	(e) Related or exempt function income (See instructions.)
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	35,541
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6 Net rental income or (loss) from personal property
7 Other investment income .....
8 Gain or (loss) from sales of assets other than inventory ............			18	-502,189
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		-466,648	0

13Total. Add line 12, columns (b), (d), and (e)..................

-466,648

(See worksheet in line 13 instructions to verify calculations.)

Part XV-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	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 (2023)

Page 13

Part XVI

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

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

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

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

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? ...........Yes No

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.
				May the IRS discuss this return with the preparer shown below? See instructions. Yes No
	Signature of officer or trustee	Date	Title

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

Form 990-PF (2023)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

TY 2023 AccountingFeesSchedule

Name:

BARRY L AND PAULA M DOWNING

FOUNDATION

EIN:

48-1134459

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ACCOUNTING FEES	1,687	1,687		0

- TIN:

TY 2023 InvestmentsOtherSchedule2

Name:

BARRY L AND PAULA M DOWNING

FOUNDATION

EIN:

48-1134459

Category/ Item	Listed at Cost or FMV	Book Value	End of Year Fair Market Value
INVESTMENTS	AT COST	2,588,654	2,625,654

- TIN:

TY 2023 OtherAssetsSchedule

Name:

BARRY L AND PAULA M DOWNING

FOUNDATION

EIN:

48-1134459

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
TAX PAYMENT CARRYFORWARD	9,900	9,900	9,900

- TIN:

TY 2023 OtherDecreasesSchedule

Name:

BARRY L AND PAULA M DOWNING

FOUNDATION

EIN:

48-1134459

Description	Amount
CONTRIBUTION TO RELATED 501C3 ORGANIZATION	98,000

- TIN:

TY 2023 OtherExpensesSchedule

Name:

BARRY L AND PAULA M DOWNING

FOUNDATION

EIN:

48-1134459

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
OPERATING EXPENSES	9,173	9,173		0
OTHER EXPENSES	500	500		0

- TIN:

TY 2023 OtherProfessionalFeesSchedule

Name:

BARRY L AND PAULA M DOWNING

FOUNDATION

EIN:

48-1134459

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
ADMINISTRATION FEES	1,686	1,686		0

- TIN:

TY 2023 TaxesSchedule

Name:

BARRY L AND PAULA M DOWNING

FOUNDATION

EIN:

48-1134459

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
TAXES	1,306	1,306		0