Form990-PF
: DISASTER TAX RELIEF: 3625-EM

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
right arrowDo not enter social security numbers on this form as it may be made public.
right arrowGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0047
2024
Open to Public Inspection
For calendar year 2024, or tax year beginning 01-01-2024 , and ending 12-31-2024
Name of foundation
THE CLAYTON FAMILY FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)PO BOX 11885
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
KNOXVILLE, TN37939
A Employer identification number

58-1970851
B Telephone number (see instructions)

(865) 525-2858
C right arrow
G Check all that apply:

D 1. Foreign organizations, check here............. right arrow
2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow
E right arrow
H Check type of organization:
F right arrow
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)right arrow$211,596,352J 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 right arrow.............
3 Interest on savings and temporary cash investments 41,489 41,489  
4 Dividends and interest from securities... 3,307,755 3,307,755  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 6,487,180
b Gross sales price for all assets on line 6a 12,282,653
7 Capital gain net income (from Part IV, line 2)... 6,487,180
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
List of Attached Documents:
// Content
8,000 8,000  
12 Total. Add lines 1 through 11........ 9,844,424 9,844,424  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc.        
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
7,975      
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
8,458 8,458    
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
209,028 44,731    
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings....... 1,758      
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
929 891    
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 228,148 54,080   0
25 Contributions, gifts, grants paid....... 11,119,700 11,119,700
26 Total expenses and disbursements. Add lines 24 and 25 11,347,848 54,080   11,119,700
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -1,503,424
b Net investment income (if negative, enter -0-) 9,790,344
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2024)
Form 990-PF (2024)
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.............      
2 Savings and temporary cash investments......... 599,217 147,211 147,211
3 Accounts receivable right arrow  
Less: allowance for doubtful accounts right arrow        
4 Pledges receivable right arrow  
Less: allowance for doubtful accounts right arrow        
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) right arrow  
Less: allowance for doubtful accounts right arrow        
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)....... 93,085,133 Click to see attachment
List of Attached Documents:
// Content
92,065,961 		211,106,030
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 379,995 Click to see attachment
List of Attached Documents:
// Content
343,111 		343,111
14 Land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
15 Other assets (describe right arrow)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 94,064,345 92,556,283 211,596,352
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 right arrow)    
23 Total liabilities (add lines 17 through 22).........   0
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here right arrow
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 right arrow
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 94,064,345 92,556,283
29 Total net assets or fund balances (see instructions)..... 94,064,345 92,556,283
30 Total liabilities and net assets/fund balances (see instructions). 94,064,345 92,556,283
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
94,064,345
2
Enter amount from Part I, line 27a .....................
2
-1,503,424
3
Other increases not included in line 2 (itemize) right arrow
3
 
4
Add lines 1, 2, and 3 ..........................
4
92,560,921
5
Decreases not included in line 2 (itemize) right arrowClick to see attachment
List of Attached Documents:
// Content
5
4,638
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
92,556,283
Form 990-PF (2024)
Form 990-PF (2024)
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 FIDELITY Z24 - LT REALIZED GAINS P 2020-03-09 2024-03-20
b VANGUARD - CAPITAL GAIN DISTRIB. P    
c VANGUARD - ST REALIZED GAINS P    
d VANGUARD - LT REALIZED GAINS 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 1,000,281   535,465 464,816
b 1,539,507     1,539,507
c 3,374,768   2,997,990 376,778
d 6,368,097   2,262,018 4,106,079
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       464,816
b       1,539,507
c       376,778
d       4,106,079
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 6,487,180
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 3 376,778
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 right arrow 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) 1 136,086
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  
3 Add lines 1 and 2........................... 3 136,086
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- ..... 5 136,086
6 Credits/Payments:
a 2024 estimated tax payments and 2023 overpayment credited to 2024 6a 137,297
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.............. 7 137,297
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment
List of Attached Documents:
// Content
8 22
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......right arrow 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...right arrow 10 1,189
11 Enter the amount of line 10 to be: Credited to 2025 estimated taxright arrow1,189 Refundedright arrow 11  
Form 990-PF (2024)
Form 990-PF (2024)
Page 4
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. right arrow$   (2) On foundation managers.right arrow$  
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.right arrow$  
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:
round bullet By language in the governing instrument, or
round bullet 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)
right arrowTN
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 2024 or the taxable year beginning in 2024? 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
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 instructionsClick to see attachment
List of Attached Documents:
// Content
.................
12
Yes
 
13
Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
13
Yes
 
Website addressright arrowWWW.CLAYTON.ORG
14
The books are in care ofright arrowKEVIN WILDER Telephone no.right arrow (865) 522-2930

Located atright arrow3340 LAKEVIEW DRIVEKNOXVILLETN ZIP+4right arrow37919
15
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
15
 
16 At any time during calendar year 2024, 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 (2024)
Form 990-PF (2024)
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
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)
Yes
 
(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
1a(4)
 
No
(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
Organizations relying on a current notice regarding disaster assistance check here ........right arrow
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 2024? .............
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 2024, did the foundation have any undistributed income (Part XII, lines 6d
and 6e) for tax year(s) beginning before 2024?....................
2a
 
No
If "Yes," list the years right arrow20, 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.
right arrow20, 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 2024 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 2024.) .....................
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 2024? ..
4b
 
No
Form 990-PF (2024)
Form 990-PF (2024)
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
Organizations relying on a current notice regarding disaster assistance check .........right arrow
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
JAMES L CLAYTON PRESIDENT
1.00 		0 0 0
3340 LAKE VIEW DRIVE
KNOXVILLE,TN37919
MICHELL B CLAYTON MANAGING DIR
30.00 		0 0 0
3340 LAKE VIEW DRIVE
KNOXVILLE,TN37919
KEVIN T CLAYTON DIRECTOR
0.25 		0 0 0
PO BOX 9790
MARYVILLE,TN37802
KEVIN S WILDER TREASURER
1.00 		0 0 0
7224 MERRIWOOD DRIVE
KNOXVILLE,TN37919
TRAVIS K EDMONDSON DIRECTOR
0.25 		0 0 0
7325 DIXON SPRINGS LANE
KNOXVILLE,TN37917
FLYNT H GRIFFIN DIRECTOR
0.25 		0 0 0
802 BLUFF DRIVE
KNOXVILLE,TN37919
CHRISTINA C SULLIVAN DIRECTOR
0.25 		0 0 0
9700 GLADIATOR LANE
KNOXVILLE,TN37922
CHUCK JUSTICE SECRETARY
0.25 		0 0 0
2204 GREENWICH LANE
KNOXVILLE,TN37932
RAJA JUBRAN DIRECTOR
0.25 		0 0 0
1635 WESTERN AVENUE
KNOXVILLE,TN37921
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...................right arrow  
Form 990-PF (2024)
Form 990-PF (2024)
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 N/A  
2  
All other program-related investments. See instructions.
3  
Total. Add lines 1 through 3.........................right arrow  
Form 990-PF (2024)
Form 990-PF (2024)
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
203,903,846
b
Average of monthly cash balances.......................
1b
400,298
c
Fair market value of all other assets (see instructions)................
1c
363,614
d
Total (add lines 1a, b, and c).........................
1d
204,667,758
e
Reduction claimed for blockage or other factors reported on lines 1a and
1c (attach detailed explanation) .............
1e
 
2
Acquisition indebtedness applicable to line 1 assets..................
2
 
3
Subtract line 2 from line 1d.........................
3
204,667,758
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
3,070,016
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
201,597,742
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
10,079,887
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
10,079,887
2a
Tax on investment income for 2024 from Part V, line 5 .......
2a
136,086
b
Income tax for 2024. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
136,086
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
9,943,801
4
Recoveries of amounts treated as qualifying distributions................
4
 
5
Add lines 3 and 4............................
5
9,943,801
6
Deduction from distributable amount (see instructions).................
6
 
7
Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
7
9,943,801
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
11,119,700
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
11,119,700
Form 990-PF (2024)
Form 990-PF (2024)
Page 9
Part XII
Undistributed Income (see instructions)
(a)
Corpus 		(b)
Years prior to 2023 		(c)
2023 		(d)
2024
1 Distributable amount for 2024 from Part X, line 7 9,943,801
2 Undistributed income, if any, as of the end of 2024:
a Enter amount for 2023 only....... 3,093,458
b Total for prior years:20 , 20, 20  
3 Excess distributions carryover, if any, to 2024:
a From 2019......  
b From 2020......  
c From 2021......  
d From 2022......  
e From 2023......  
f Total of lines 3a through e ........  
4Qualifying distributions for 2024 from Part
XI, line 4: right arrow$ 11,119,700
a Applied to 2023, but not more than line 2a 3,093,458
b Applied to undistributed income of prior years
(Election required—see instructions)..... 		 
c Treated as distributions out of corpus (Election
required—see instructions)........ 		 
d Applied to 2024 distributable amount..... 8,026,242
e Remaining amount distributed out of corpus  
5 Excess distributions carryover applied to 2024.    
(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  
b Prior years’ undistributed income. Subtract
line 4b from line 2b .......... 		 
c Enter the amount of prior years’ undistributed
income for which a notice of deficiency has
been issued, or on which the section 4942(a)
tax has been previously assessed...... 		 
d Subtract line 6c from line 6b. Taxable amount
—see instructions ........... 		 
e Undistributed income for 2023. Subtract line
4a from line 2a. Taxable amount—see
instructions ............. 		 
f Undistributed income for 2024. Subtract
lines 4d and 5 from line 1. This amount must
be distributed in 2025 .......... 		1,917,559
7 Amounts treated as distributions out of
corpus to satisfy requirements imposed by
section 170(b)(1)(F) or 4942(g)(3) (Election may
be required - see instructions) ....... 		 
8 Excess distributions carryover from 2019 not
applied on line 5 or line 7 (see instructions) ... 		 
9 Excess distributions carryover to 2025.
Subtract lines 7 and 8 from line 6a ...... 		 
10 Analysis of line 9:
a Excess from 2020....  
b Excess from 2021....  
c Excess from 2022....  
d Excess from 2023....  
e Excess from 2024....  
Form 990-PF (2024)
Form 990-PF (2024)
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 2024, enter the date of the ruling ...... right arrow
 
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 IX for each
year listed .......... 		Tax year Prior 3 years (e) Total
(a) 2024 (b) 2023 (c) 2022 (d) 2021
         
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).)
JAMES L CLAYTON
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:
MICHELL CLAYTON
3340 LAKE VIEW DRIVE
KNOXVILLE,TN37919
(865) 999-5989
CFF.MAIL@CLAYTON.ORG
bThe form in which applications should be submitted and information and materials they should include:
APPLICATIONS ARE EMAILED UPON REQUEST. NO SPECIFIC FORMAT IS REQUIRED. IRS DETERMINATION LETTER IS REQUIRED TO BE SUBMITTED.
cAny submission deadlines:
APPLICATIONS ARE ACCEPTED YEAR-ROUND. GENERAL RESPONSE TIME IS 90 DAYS.
dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:
AWARDS ARE RESTRICTED TO QUALIFIED 501(C)(3) ORGANIZATIONS AND GOVERNMENTAL AGENCIES.
Form 990-PF (2024)
Form 990-PF (2024)
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

APPALACHIAN BALLET COMPANY

215 WEST BROADWAY
MARYVILLE,TN37801 		  PC DANCE SCHOOL TRANSPORTATION 2,500

BEECH PARK BAPTIST CHURCH

1085 E TRI COUNTY BLVD
OLIVER SPRINGS,TN37840 		  PC CHURCH GENERAL FUND 5,000

BRYANT'S BRIDGE INC

4423 AYLESBURY DRIVE
KNOXVILLE,TN37918 		  PC AFFORDABLE HOUSING 5,000

CLAYTON-BRADLEY STEM ACADEMY

425 ALCOA TRAIL
MARYVILLE,TN37804 		  NC K-12 SCHOOL 2,500

EAST TENNESSEE COMMUNITY DESIGN CTR

1300 N BROADWAY
KNOXVILLE,TN37917 		  PC COMMUNITY PLANNING SERVICES 5,000

EPISCOPAL SCHOOL OF KNOXVILLE

950 EPISCOPAL SCHOOL WAY
KNOXVILLE,TN379323069 		  PC CAPITAL BUILDING CAMPAIGN 100,000

FIDELITY CHARITABLE GIFT FUND

200 SEAPORT BLVD MZ NM43A
BOSTON,MA02210 		  PC DONOR ADVISED FUND 10,000,000

FIRST UNITED METHODIST CHURCH KNOXV

3316 KINGSTON PIKE
KNOXVILLE,TN37919 		  PC CHURCH GENERAL FUND 10,000

GRACE CHRISTIAN ACADEMY

5914 BEAVER RIDGE ROAD
KNOXVILLE,TN37931 		  NC K-12 SCHOOL 5,000

GREAT SMOKY MOUNTAIN COUNCIL BSA

PO BOX 51885
KNOXVILLE,TN379501885 		  PC CAMP BUCK TOMS, AT-RISK YOUTH 10,000

GREAT SMOKY MOUNTAINS INSTITUTE

9275 TREMONT ROAD
TOWNSEND,TN37882 		  PC TREMONT MARBLEGATE FARM 5,000

HELEN ROSS MCNABB CENTER

201 W SPRINGDALE AVE
KNOXVILLE,TN37917 		  PC COMMUNITY HEALTH SERVICES 2,500

INTERFAITH HEALTH CLINIC

315 GILL AVENUE
KNOXVILLE,TN37917 		  PC ACCESSIBLE HEALTH CARE 5,000

KNOX HERITAGE INC

3425 KINGSTON PIKE
KNOXVILLE,TN37919 		  PC HISTORICAL PRESERVATION 2,500

KNOXVILLE BOTANICAL GARDENS
AND ARBORETUM
2743 WIMPOLE AVENUE
KNOXVILLE,TN37914 		  PC PUBLIC GARDENS 7,500

KNOXVILLE CHILDREN'S THEATRE

109 E CHURCHWELL AVENUE
KNOXVILLE,TN37917 		  PC CHILDRENS THEATRE 5,000

KNOXVILLE MONTESSORI SCHOOL

4311 KINGSTON PIKE
KNOXVILLE,TN37919 		  PC SCHOOL 5,000

KNOXVILLE MUSEUM OF ART

1050 WORLDS FAIR PARK DRI
KNOXVILLE,TN37916 		  PC ART MUSEUM & EDUCATION 100,000

KNOXVILLE SCIENCE MUSEUM

PO BOX 11885
KNOXVILLE,TN37939 		  POF SITE DEMOLITION FOR NEW BUILDING 270,000

KNOXVILLE SYMPHONY ORCHESTRA

PO BOX 360
KNOXVILLE,TN37901 		  PC CHRISTMAS CONCERT & ENDOWMENT 75,000

KNOXVILLE ZOOLOGICAL GARDENS INC

3500 KNOXVILLE ZOO DRIVE
KNOXVILLE,TN37914 		  PC CONSERVATION OF ANIMALS 20,500

LEADERSHIP KNOXVILLE

17 MARKET SQUARE
KNOXVILLE,TN37902 		  PC LEADERSHIP DEVELOPMENT 1,000

MUSE KNOXVILLE

PO BOX 6204
516 N BEAMAN ST
KNOXVILLE,TN37914 		  PC MUSE POP SUMMER PROGRAM 50,000

MUSEUM OF APPALACHIA

PO BOX 1189
CLINTON,TN37828 		  PC HEROS OF SOUTHERN APPALACHIA EVENT 2,500

PACIFIC NORTHWEST BALLET FOUNDATION

301 MERCER STREET
SEATTLE,WA98109 		  PC SUPPORT FOR NONPROFIT BALLET COMPANY 1,000

RIVER & RAIL THEATRE COMPANY

111 STATE STREET
KNOXVILLE,TN37902 		  PC COMMUNITY THEATER 2,500

SECOND HARVEST FOOD BANK EAST TN

136 HARVEST LANE
MARYVILLE,TN37801 		  PC FEED THE HUNGRY 5,000

SHANGRI-LA THERAPEUTIC ACADEMY

11800 HIGHWAY 11E
LENOIR CITY,TN37772 		  PC EQUINE-ASSISTED THERAPY 1,500

TN STATE COLLAB ON REFORMING EDUC

1207 18TH AVENUE S 326
NASHVILLE,TN37212 		  PC EDUCATIONAL REFORM 75,000

UNITED WAY OF GREATER KNOXVILLE

1301 HANNAH AVENUE
KNOXVILLE,TN37921 		  PC IMPROVING LIVES IN THE COMMUNITY 255,000

WASHINGTON POLICY CENTER

PO BOX 3643
SEATTLE,WA98124 		  PC RESEARCH & EDUCATION 1,000

WEBB SCHOOL OF KNOXVILLE

9800 WEBB SCHOOL LANE
KNOXVILLE,TN37923 		  PC SCHOLARSHIP 24,700

YOUNG LIFE

420 N CASCADE AVENUE
COLORADO SPRINGS,CO80903 		  PC UT KNOXVILLE QUEST PROGRAM 5,000

YOUNG-WILLIAMS ANIMAL CTR OF E TN
'
3201 DIVISION STREET
KNOXVILLE,TN37919 		  PC ANIMAL SHELTER 5,000

YWCA

420 W CLINCH AVENUE
KNOXVILLE,TN37902 		  PC BUILDING RENOVATION/CAPITAL CAMPAIGN 12,500

ADOPT A GOLDEN KNOXVILLE

PO BOX 11822
KNOXVILLE,TN37939 		NONE PC DOG RESCUE 3,500

EMPTY STOCKING FUND

3555 KEITH STREET NW
CLEVELAND,TN37312 		NONE PC CHRISTMAS FOR THOSE IN NEED 10,000

FRIENDS OF LITERACY

PO BOX 3158
KNOXVILLE,TN37927 		NONE PC LITERACY PROGRAM FOR THOSE IN NEED 500

FRIENDS OF NC STATE MUSEUM OF N SCI

PO BOX 26928
RALEIGH,NC27611 		NONE PC MUSEUM CONSERVATION 1,000

JOY OF MUSIC

1209 EUCLID AVE
KNOXVILLE,TN37921 		NONE PC MUSIC EDUC FOR THOSE IN NEED 500

KALEIDEUM

400 W HANES MILL RD
WINSTON SALEM,NC27105 		NONE PC GENERAL SUPPORT GRANT 1,000

METRO DRUG COALITION

530 W 5TH AVENUE
KNOXVILLE,TN37917 		NONE PC COMMUNITY HEALTH SERVICES 5,000

PELLISSIPPI STATE FOUNDATION

PO BOX 22990
KNOXVILLE,TN37933 		NONE PC SCHOLARSHIP FUND 500

GROW FREE TN
COMMUNITY COALITION AGAINST HUMAN TRAF
3821 W BLOUNT AVE
KNOXVILLE,TN37920 		NONE PC DRUG TRAFFICKING AWARENESS & FREEDOM 500

CROSSROADS COMMUNITY CHURCH

7503 BELL RD
KNOXVILLE,TN37938 		NONE PC GENERAL SUPPORT 5,000

BETA THETA BOULE FOUNDATION

PO BOX 23034
KNOXVILLE,TN37933 		NONE PC SCHOLARSHIP FUND 5,000

THE CENTER FOR FAMILY RESOURCES

400 FRANKLIN GATEWAY SE
SUITE 250
MARIETTA,GA30067 		NONE PC GENERAL SUPPORT FUND 2,500
Total .................................right arrow 3a 11,119,700
bApproved for future payment
Total ................................. right arrow 3b  
Form 990-PF (2024)
Form 990-PF (2024)
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 ........... 		    14 41,489  
4 Dividends and interest from securities ....     14 3,307,755  
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 .....     1 8,000  
8 Gain or (loss) from sales of assets other than
inventory ............ 		    18 6,487,180  
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) ..   9,844,424  
13Total. Add line 12, columns (b), (d), and (e)..................
13
9,844,424
(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 (2024)
Form 990-PF (2024)
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.
right arrow right arrow
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 Check if self-
employed right arrow		 PTIN
Firm's name Right Arrow
 Firm's EIN Right Arrow
Firm's address Right Arrow


 Phone no.
Form 990-PF (2024)
Additional Data


Software ID:  
Software Version:  


Form 990PF - Special Condition Description:
Special Condition Description
DISASTER TAX RELIEF: 3625-EM

TY 2024 AccountingFeesSchedule
Name:
THE CLAYTON FAMILY FOUNDATION
EIN:
58-1970851
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
ACCOUNTING FEES 7,975      

TY 2024 InvestmentsCorpStockSchedule
Name:
THE CLAYTON FAMILY FOUNDATION
EIN:
58-1970851
Name of Stock End of Year Book Value End of Year Fair Market Value
FIDELITY 19,995,659 25,187,788
VANGUARD 72,070,302 185,918,242

TY 2024 InvestmentsOtherSchedule2
Name:
THE CLAYTON FAMILY FOUNDATION
EIN:
58-1970851
Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
INNOVATION VALLEY PARTNERS LP AT COST 312,560 312,560
DONATED NOTE RECEIVABLE AT COST 30,551 30,551

TY 2024 OtherDecreasesSchedule
Name:
THE CLAYTON FAMILY FOUNDATION
EIN:
58-1970851
Description Amount
INVESTMENTS BOOK/TAX DIFFERENCE 4,638


TY 2024 OtherExpensesSchedule
Name:
THE CLAYTON FAMILY FOUNDATION
EIN:
58-1970851
Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
EXPENSES        
DUES AND SUBSCRIPTIONS 891 891    
FILING FEES 21      
OTHER EXPENSES 17      


TY 2024 OtherIncomeSchedule2
Name:
THE CLAYTON FAMILY FOUNDATION
EIN:
58-1970851
Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
SCH K-1: INNOV VALLEY PTRS 8,000 8,000  


TY 2024 OtherProfessionalFeesSchedule
Name:
THE CLAYTON FAMILY FOUNDATION
EIN:
58-1970851
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
SCH K-1: MANAGEMENT FEES 8,000 8,000    
SCH K-1: PROFESSIONAL FEES 458 458    


TY 2024 TaxesSchedule
Name:
THE CLAYTON FAMILY FOUNDATION
EIN:
58-1970851
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
NET INVESTMENT INCOME EXCISE TAX 164,297      
FOREIGN TAXES ON DIVIDENDS-FIDEL 25,003 25,003    
FOREIGN TAXES ON DIVIDENDS-VANGU 19,668 19,668    
SCH K-1: STATE TAXES 60 60